Five Star Records Management & Storage Service Agreement This Storage Service Agreement is made, entered into and effective as of this day of April, 2012 by and between FIVE STAR Shredding Inc, a Georgia Corporation, (hereinafter referred to as "Five Star") located at 5945 Cabot Parkway #125 Alpharetta, Georgia 30005 and (Client), a (State Type of Incorporation), (hereinafter referred to as "Depositor") with its principal office located at (Client s Address). WHEREAS, FIVE STAR provides records storage and management services: and WHEREAS, Depositor desires to utilize FIVE STAR's record storage and management services; NOW, THEREFORE, in consideration of the covenants herein contained and other good and valuable considerations, the sufficiency of which is hereby acknowledged, FIVE STAR and Depositor agree as follows: 1. SERVICES PROVIDED BY FIVE STAR: FIVE STAR agrees to: (A) Provide numbered labels for each document, file, or box: Labels will include a bar code & client name to properly identify each ; (B) Provide a File/Box Report, upon request: This is a list of all Files/boxes stored with FIVE STAR. (C) Provide a monthly Box History Report, upon request: This report details all activity for the month including, but not limited to: new boxes received by FIVE STAR, boxes or files pulled for delivery to the Depositor, boxes or files returned to FIVE STAR, boxes destroyed, interfiles, & boxes returned to the Depositor as a permanent removal (taken with no intent of returning); (D) Provide a monthly Box Review Date Report: This is a list of boxes eligible for destruction using dates provided by the Depositor to FIVE STAR via the FIVE STAR "New Box Report"; (E) Move (or receive) existing boxed records to FIVE STAR's Record Center; (F) Provide a system for the addition of boxed records to the Record Center on a continuing basis; (G) Provide a system to allow the prompt and accurate retrieval of boxes or files upon request; (H) Provide a safe, secure environment for the storage of Depositor's boxes or files; (I) Deliver Depositor s boxes or files in good physical condition upon request; (J) Pick up or deliver boxes or files, within the time frame as shown on the attached Fee Schedule; (K) Scan the bar codes of all boxes or files prior to removing them from Depositor's place of business and again as they are placed on shelves in the Record Center; (L) Provide Document Scanning service (convert hard copy documents to digital format) and provide Depositor data on disk or upload data to secure offsite digital storage ( Cloud Storage ), upon request; (M) Invoice the Depositor on the 1 st of each month for current month storage and related services completed during preceding month. The invoice shall include an itemized list of services provided in date order by work order number; (N) Post closing and warehousing services. (O) Provide services as defined by Five Star s SAVED Program. See attached Exhibit 2. DEPOSITOR'S RESPONSIBILITIES: Depositor shall be responsible for the following: (A) Preparation of all storage boxes prior to the agreed upon pick up date to include placement of the bar code label furnished to FIVE STAR on the end of the box; (B) FIVE STAR shall not be responsible for boxes not in good physical condition when released to them; (C) Preparation of a "New Box Report" furnished by FIVE STAR for each new box to be placed in storage in the Records Center. The report must be completed prior to pick up and one copy provided to the FIVE STAR driver. This form is required if the Depositor wants this information about each box included on the quarterly "Box Report".
(D) If the client requires FIVE STAR to bill for services by department, report to FIVE STAR the department number assigned to each box placed in storage in the Records Center. This can be accomplished by using the "New Box Report" (or any other printed form or list the Depositor may have available) to provide FIVE STAR with the necessary information. This Information must be provided to the FIVE STAR driver. 3. SERVICE CHARGES: All charges for storage and services under this Agreement shall be as specified in the Fee Schedule attached hereto. 4. FEES AND TERMS OF PAYMENT: FIVE STAR shall charge the fees set forth on the attached Fee Schedule during the term of this agreement, subject to paragraph five (5) below. Depositor shall pay all invoices in full within thirty (15) days of the invoice date. Any amount outstanding after thirty (30) days, shall be assessed a service charge of five percent (5%) with a minimum of $20. Balances past due 60 days or more, will be charged additional interest at a rate of 18% per year (APR). 5. TERMS AND OR CHANGES IN FEES: Initial fees under this Agreement shall remain in effect for a period of one (1) year from the date of this Agreement with the exception of Storage Containers & Trips or services provided through Five Star s SAVED Program. Thereafter FIVE STAR may adjust any or all fees and service descriptions by giving Depositor not less than thirty (30) days written notice. If FIVE STAR elects to exercise the option to increase Storage Containers & Trip fees, FIVE STAR will give Depositor not less than thirty (30) days written notice 6. TRANSPORTATION: FIVE STAR is not and shall not be deemed a contractor or common carrier. Additional charges for hoisting, lowering and labor may be added to transportation costs if records cannot be transported in the customary manner by elevator from a reasonably accessible location. Request for retrieval, pick-up and or delivery of more than 50 files or boxes scheduled for Next Business Day or Same Business Day trips are not subject to the time requirements as shown in the Trip section of the attached Fee Schedule. Request for retrieval, pick-up and or delivery of more than 5 files or boxes scheduled for 4 hour Rush Trips are not subject to the time requirements as shown in the Trip section of the attached Fee Schedule. Rush trips under 4 hours are subject to availability and may not be offered to all Depositors at all Depositor shipping locations. FIVE STAR will give the highest priority to all Rush Trip requests for services covered under this paragraph and will complete the service request as soon as possible. FIVE STAR will notify the Depositor if any Rush trip request exceeding the limits stated in this paragraph cannot be serviced within the limits specified. No prior notification by FIVE STAR to the Depositor indicates FIVE STAR's agreement to perform the requested service within the time requested. 7. TITLE WARRANTY: Depositor warrants that it is the owner or legal custodian of all records it stores and has full authority to store said records in accordance with the terms of this Agreement. 8. DEPOSITOR'S WARRANTY CONCERNING TYPES OF RECORDS: The Depositor warrants that the storage of the records does not violate any law or any other agreement it might have with a third party. The Depositor shall not, at any time, store with FIVE STAR material considered to be highly flammable, explosive, toxic or otherwise dangerous and unsafe to store or handle in a closed area. FIVE STAR may refuse to accept materials for storage due to the Depositor's failure to comply with FIVE STAR's operation procedures. FIVE STAR reserves the right to inspect all records. 9. INDEMNIFICATION: In the event that FIVE STAR should be made party to any litigation by reason of having possession of the records, Depositor agrees to indemnify and hold FIVE STAR harmless from any and all liability which may result from said possession and to pay all cost and attorney's fees incurred in connection herewith. The Depositor agrees to fully indemnify and hold harmless FIVE STAR, its members, officers, directors, shareholders, employees and agents for any liability, cost or expense, including reasonable attorney's fees, that FIVE STAR may suffer or incur as a result of claims, demands, costs, or judgments against it arising out of its relations with the Depositor or third parties pursuant to this agreement unless caused by negligence of FIVE STAR. 10. CONFIDENTIALITY: FIVE STAR and its employees will hold confidential all information obtained by it with respect to Depositor and its records. FIVE STAR shall exercise that degree of care safeguarding records entrusted to it by Depositor which a reasonable and careful company would exercise with respect to similar records of its own, provided that the liability of FIVE STAR to Depositor for breach of this paragraph shall be limited to damages or loss in the amounts set forth in Section 15 of this Agreement Depositor will hold FIVE STAR harmless for loss or damage caused by the release of records if said release is not due to FIVE STAR's negligence. 11. RECORDS: Records and/or Information contained in records shall be delivered only to the Depositor, Depositor's agent, Individuals authorized by Depositor, or employees. Employees or agents of the Depositor will be deemed to have full authority to act on behalf of Depositor in all respects. FIVE STAR may refuse any records stored in unusual or non-standard containers. Depositor authorizes FIVE STAR to replace at Depositor's expense any containers damaged due to natural deterioration and/or use. All containers stored by Depositor must comply with the terms of this agreement. 12. ACCESS TO RECORDS: (A) Records and information contained in said records may be delivered pursuant to directions of Depositor's agent(s) identified in FIVE STAR's standard authorization forms. Authority granted to any person on FIVE STAR's standard authorization forms shall constitute the Depositor's representation that the identified persons have full authority to order any service for or removal of the Depositor's records, and to deliver and receive such records. Such order may be given in person, by telephone, by FIVE STAR's online order entry service via the Internet, or in writing;
(B) When stored records are ordered out, a reasonable time shall be given to FIVE STAR to carry out said instructions, and if it is unable to do so (or to provide any other service herein contemplated) because of acts of God or the public enemy, seizure or legal process, strikes, lockouts, riots and Civil commotions, or other reason beyond FIVE STAR's control or because of loss or destruction of records for which FIVE STAR is not liable, FIVE STAR shall not be liable for failure to carry out such instructions or services. 13. DESTRUCTION OF RECORDS: Upon written authorization FIVE STAR shall destroy those records listed in such authorization. Depositor hereby releases FIVE STAR from any liability for damages to Depositor arising out of destruction of such records pursuant to such authority. 14. Lien: FIVE STAR shall have a lien upon all records of Depositor for charges and advances made under this Agreement. Any expenses incurred in the cost of collecting sums due under, including reasonable attorney's fees, shall be paid by Depositor 15. LIABILITY AND DAMAGES: Both FIVE STAR and Depositor recognize the difficulty in placing a dollar value on stored records, and therefore, the following limitation on liability will apply to any claims under this Agreement: (A) FIVE STAR'S LIABILITY, IF ANY, FOR ANY LOSS OR DAMAGE, HOWEVER CAUSED, INCLUDING NEGLIGENCE ON THE PART OF FIVE STAR OR ITS EMPLOYEES AND/OR AGENTS, OR TO PART OR ALL OF THE RECORDS SHALL BE LIMITED TO $1.00 PER CARTON, LINEAR FOOT OF OPEN SHELF FILES, CONTAINER, TAPE, DISK PACK OR OTHER RECORD ITEM. DEPOSITOR MAY INSURE RECORDS THROUGH THIRD PARTY INSURERS FOR AMOUNTS IN EXCESS OF THIS LIMITATION OF LIABILITY, OR, IF DEPOSITOR DECLARES AN EXCESS VALUATION IN WRITING AND NEGOTIATES AN ADDITIONAL MONTHLY CHARGE FOR SAID EXCESS VALUATION, WHICH NEGOTIATED VALUATION AND ADDITIONAL CHARGE MUST BE IN WRITING TO BE EFFECTIVE, FIVE STAR'S LIABILITY SHALL BE LIMITED TO THE AMOUNT OF THE NEGOTIATED EXCESS VALUATION; (B) STORED RECORDS ARE NOT INSURED BY FIVE STAR AGAINST LOSS OR INJURY, HOWEVER CAUSED; (C) IN NO EVENT SHALL FIVE STAR BE LIABLE FOR ANY CONSEQUENTIAL OR INCIDENTAL DAMAGES; (D) THE DEPOSITOR UNDERSTANDS AND ACKNOWLEDGES THAT NORMAL DETERIORATION AND AGING OF ALL RECORD MEDIA OCCURS. 16. OPTIONAL EXCESS VALUATION: If Depositor has requested an excess valuation of records, Depositor must declare the aggregate value of all records made in writing and depositor agrees to pay an additional negotiated monthly rate per $1, 000.00 of declared excess valuation, which payment shall be made simultaneously with other invoice payments. 17. NOTICE OF CLAIM AND FILING SUIT: (A) CLAIMS BY THE DEPOSITOR MUST BE PRESENTED IN WRITING TO FIVE STAR WITHIN A REASONABLE TIME. IN NO EVENT, CAN A CLAIM BE PRESENTED LONGER THAN SIXTY (60) DAYS AFTER DELIVERY OR RETURN OF THE STORED RECORDS TO THE DEPOSITOR OR SIXTY (60) DAYS AFTER THE DEPOSITOR IS NOTIFIED BY FIVE STAR OR ITS AGENT THAT LOSS, DAMAGE OR DESTRUCTION TO PART OR ALL OF THE STORED RECORDS HAS OCCURED, WHICHEVER TIME IS SHORTER; (B) NO ACTION OR SUIT MAY BE MAINTAINED BY THE DEPOSITOR OR OTHERS AGAINST FIVE STAR FOR LOSS, DAMAGE OR DESTRUCTION OF THE RECORDS STORED BY FIVE STAR PURSUANT TO THIS AGREEMENT, UNLESS TIMELY WRITTEN CLAIM HAS BEEN GIVEN AS PROVIDED IN PARAGRAPH (A) OF THIS SECTION, AND UNLESS SUCH ACTION OR SUIT IS COMMENCED WITHIN NINE (9) MONTHS AFTER DATE OF DELIVERY OR RETURN BY FIVE STAR WITHIN NINE (9) MONTHS AFTER THE DEPOSITOR IS NOTIFIED THAT LOSS, DAMAGE OR DESTRUCTION TO PART OR ALL OF SAID STORED RECORDS HAS OCCURRED, WHICHEVER TIME IS SHORTER. FAILURE TO BRING SUIT OR MAKE A CLAIM WITHIN THE TIME ALLOWED BY THIS SECTION SHALL BE DEEMED A WAIVER OF ANY AND ALL RIGHTS OF DEPOSITOR AGAINST FIVE STAR; (C) WHEN RECORDS HAVE BEEN LOST, DAMAGED OR DESTROYED AND HAVE NOT BEEN DELIVERED OR RETURNED TO THE DEPOSITOR, NOTICE MAY BE GIVEN OF SAID LOSS, DAMAGE OR DESTRUCTION BY MAILING A REGISTERED OR CERTIFIED LETTER TO THE DEPOSITOR. IN THE EVENT NOTICE OF LOSS, DAMAGE OR DESTRUCTION IS GIVEN BY REGISTERED OR CERTIFIED LETTER, THE TIME LIMITATION FOR PRESENTATION OF CLAIM IN WRITING AND MAINTAINING OF ACTION OR SUIT AFTER NOTICE BEGINS ON THE DATE OF MAILING OF SUCH NOTICE BY FIVE STAR. 18. CANCELLATION: This Agreement may be cancelled by either party for any reason, upon giving written notice of intent to cancel to the other party. Notice under this paragraph must be given not less than ninety (90) days prior to the effective date of cancellation. If Depositor is in default of its obligations under this Agreement, FIVE STAR may cancel this agreement without notice. Depositor shall be charged the current Retrieval Fee and Permanent Removal Fee for each box removed from the FIVE STAR Records Center due to a cancellation initiated by Depositor or a cancellation initiated by FIVE STAR due to Depositor's default of its obligation under this Agreement. 19. ADDRESSES: Any notice made pursuant to this Agreement may be given or made at the addresses set out on the first page of this Agreement until written notice of a change has been received.
20. ATTORNEY'S FEES: If any sum owed by Depositor to FIVE STAR pursuant to this Agreement is collected by or through an attorney at law, Depositor agrees to pay FIVE STAR all reasonable attorney fees and cost of such action. 21. LAWS GOVERNING AGREEMENT: This Agreement Is entered into and is subject to the laws of the State of Georgia. 22. WAIVER OF BREACH: Waiver by Five Star of any breach of this Agreement shall not be construed as a waiver of any subsequent breach. 23. SERVICE DESCRIPTION & FEE SCHEDULE: Depositor acknowledges that the attached Service Description & Fee Schedule is a part of this Agreement and that said DESCRIPTION and FEE SCHEDULE has been read and agreed to by the parties. 24. SEVERABILITY: If one or more of the provisions of this Agreement is found to be invalid, void or unenforceable in any respect, such provision shall be deemed to be severed from this Agreement and the validity and legality of the remaining provisions herein shall not in any way be affected or impaired. 25. This Agreement embodies the entire agreement between Depositor and Five Star, any other negotiations or agreements are superseded by this Agreement. IN WITNESS WHEREAS, the parties hereto have signed this Agreement. FIVE STAR DEPOSITOR: CLIENT BY: BY: Name Name: Title: Title: Date: Date:
Service Description & Fee Schedule Storage Physical/Original Records Storage is billed by the cubic foot for the entire month when a box is added to or removed from the Five Star Records Center. Minimum Storage billing per month: $50 (Includes up to 50 cubic ft or 50 Standard File Boxes) Per additional cubic foot.... $0.24 Per additional Standard File Box.....$0.29 Check Box (5 x 9 x24 )......$0.20 Letter Legal Box 12 ½ wide x 10 ½ high x 15 ½ long. Billed as Standard File Box Letter Transfile Box 12 ½ wide x 10 ½ high x 24 ½ long. Billed as two cubic feet Legal Transfile Box 15 ½ wide x 10 ½ high x 24 ½ long......billed as three cubic feet Drawing Bag all sizes.......billed as one cubic foot All other boxes will be billed at actual cube rounded up to the next cubic foot. Storage Containers Letter Legal Box Two piece standard records storage box with detached lid 12 ½ wide x 10 ½ high x 15 ½ long (minimum order: 25) Per Box.......... $2.95 Letter Legal Box One piece with attached lid 12 ½ wide x 10 ½ high x 15 ½ long ( minimum order: 25) Per Box.....$2.95 Copy / Printing Paper 5000 Sheets per case 8.5 X 11.. $34.95 New Box Pick Up Five Star will scan the bar code label of each box prior to removal from the client s building, load the boxes on to a Five Star closed van, transport boxes to the Five Star Records Center, unload the boxes in a controlled environment, and scan the barcode label of each box and shelf location as they are loaded on the shelf in the Five Star Records Center. Per box....$2.50 Minimum Charge: $30 (12 boxes) Retrieval Remove box from shelf or file from box. File retrieval fees are contingent on the contents of the box being in an organized format. Same day or rush per box.......$2.00 Same day or rush per file........$2.50 Create New File Retrieve File, Bar code, Data Entry, File Tracking...$2.00 Trips Other applicable service fees will apply. Next day orders placed by 3:00 PM will be delivered by next business day. Per trip... $17.50 Same Day Orders placed before 10:00AM delivered the same business day. Per trip... $25.00 Rush service within 4 hours per trip...$40.00 Emergency 5:01 PM 7:59 AM Monday Friday, Weekends, & Holidays, 90 minute delivery Per trip.......$99.00
Refile Return box to shelf or file to box. Per box..........$1.50 Per file........$2.00 Per interfile... $3.00 Destruction Permanent Removal fees included for boxes in the Five Star Records Center. Certified stored in the Five Star Records Center per box.... $3.00 Certified Picked up at the client s office per box.......$5.00 Permanent Removal Boxes removed from the Five Star Records Center Permanently. Per box...$3.50 Modification of Data Data Changes per client request Per line/item......$1.00 Search File search fees are charged when client orders a search for information (pages) from within a file or a requested file is not found in the box. Retrieval, Data Entry & Refile fees apply. Per file........$3.00 Reboxing or Packing Labor only Per box.......$2.00 Hourly Labor Billed in one-hour increments for each person & van. Hourly labor will be charged for special projects. Regular time (8:00AM 5:00PM, Monday Friday) per hour..........$40.00 All other time per hour..$60.00 Facsimile, Copy, and Scanning Retrieval & Refile fees apply Scanning per page or side.... $0.50 Fax Transmission per page.. $0.50 Copy per page or side... $0.25 Archive or Routine Scanning Services Priced Per Box Prices determined on a case by case basis, depending on scope of project. Contact Five Star for details.