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EXHIBIT 10.2
CUSTODY AGREEMENT
Dated as of June 25, 2002
HPSC BRAVO FUNDING, LLC, a Delaware limited liability company
(the "LLC"), TRIPLE-A ONE FUNDING CORPORATION, a Delaware corporation
("Triple-A"), CAPITAL MARKETS ASSURANCE CORPORATION, a New York Stock insurance
company ("CapMAC"), as Administrative Agent (the "Administrative Agent") and as
Collateral Agent for the benefit of Triple-A and certain other parties (in such
capacity, the "Collateral Agent") under the "Triple-A Purchase Agreement"
referred to below and IRON MOUNTAIN INFORMATION MANAGEMENT, INC., a Delaware
corporation ("Iron Mountain"), agree as follows:
PRELIMINARY STATEMENTS.
(1) The Collateral Agent has requested that Iron Mountain act
as custodian (the "Custodian") for the purposes of receiving and holding all
Contracts which have generated the Receivables transferred by the LLC to
Triple-A pursuant to that certain Amended and Restated Lease Receivables
Purchase Agreement dated as of March 31, 2000 (as amended, restated or otherwise
modified from time to time, the "Triple-A Purchase Agreement"), among the LLC,
Triple-A, HPSC, Inc., a Delaware corporation, ("HPSC") and CapMAC, and which
Receivables were acquired by the LLC from HPSC pursuant to that certain Amended
and Restated Purchase and Contribution Agreement dated as of March 31, 2000 (as
amended, restated or otherwise modified from time to time, the "Purchase
Agreement") between the LLC and HPSC. Capitalized terms which are used herein
and not otherwise defined herein shall have the respective meanings ascribed
thereto in the Triple-A Purchase Agreement.
(2) Iron Mountain is willing to act in such capacity as
Custodian.
NOW, THEREFORE, the parties agree as follows:
ARTICLE I
DEFINITIONS
SECTION 1.01. DEFINITIONS. As used herein, the following terms
shall have the meanings assigned thereto below:
"AUTHORIZED EMPLOYEE" means any one of (i) Andrew Laterza,
Mike Alter and Richard Langberg and (ii) any other employee of the Collateral
Agent who is hereafter authorized in writing by the Collateral Agent (which
authorization must be delivered to the LLC and to the Custodian) to act as an
Authorized Employee of the Collateral Agent hereunder, PROVIDED, HOWEVER, that
the Collateral Agent may send a notice to the LLC and the Custodian informing
them of any Authorized Employee who ceases to be an Authorized Employee.
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"BUSINESS DAY" means any day other than a Saturday, Sunday or
public holiday or the equivalent for banks in New York and Massachusetts.
"CONTRACT" means an original executed financing contract,
promissory note or other document, as applicable, between the LLC (as assignee
of HPSC or otherwise) and an Obligor (as that term is defined in the Triple-A
Purchase Agreement) which has generated a Receivable sold or otherwise
transferred by HPSC to the LLC pursuant to the Purchase Agreement.
"RECEIVABLE" has the meaning assigned to that term in the
Triple-A Purchase Agreement.
"TERMINATION DATE" means that date when the Collateral Agent
notifies the Custodian in writing that the Triple-A Purchase Agreement is
terminated and all amounts payable under the Triple-A Purchase Agreement have
been paid.
ARTICLE II
Custodian
SECTION 2.01. DESIGNATION AND APPOINTMENT OF IRON MOUNTAIN AS
CUSTODIAN. Iron Mountain, in its corporate capacity, is hereby designated as,
and hereby agrees to perform the duties and obligations of, the Custodian under,
and as such duties and obligations are set forth in, this Agreement. Iron
Mountain shall serve as Custodian from the date hereof until the Termination
Date, or its earlier resignation or removal pursuant to Section 3.05 hereof.
SECTION 2.02. DUTIES OF THE CUSTODIAN. At all times that Iron
Mountain shall be the Custodian, it shall discharge its duties of receiving and
holding the Contracts in accordance with this Agreement. As to any matters not
expressly provided for by this Agreement but relating to the Custodian's duties
hereunder, the Custodian shall not be required to act except upon the written
instructions of the Collateral Agent executed by an Authorized Employee (and the
Custodian shall be fully protected in so refraining from acting absent such
instructions); PROVIDED, HOWEVER, that the Custodian shall not be required to
take any action which is contrary to this Agreement or applicable law.
SECTION 2.03. ADDITION OF CONTRACTS. Any Contract that has
generated a Receivable shall be sent to, and held by, the Custodian pursuant to
the terms hereof. Prior to the sale or other transfer of any such Receivable to
Triple-A pursuant to the Triple-A Purchase Agreement, the Contract related
thereto shall be delivered by the LLC (or by HPSC at the direction of the LLC)
to the Custodian. Further, on the twenty-fifth day of each calendar month (the
Business Day immediately following the twenty-fifth day of each calendar month
if such twenty-fifth day is not a Business Day), the Custodian shall send to the
Collateral Agent a list of all Contracts that have been received by the
Custodian during the period from the date of the latest list to the date of such
list (by facsimile or otherwise) in substantially the form of EXHIBIT A attached
hereto. The first list shall include all Contracts the Custodian has in
possession and shall be sent to the Collateral Agent on the twenty-fifth day of
the month in which this Custody
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Agreement is executed by both parties; provided, however, that if execution does
not occur until after the twenty-fifth of the month and prior to the first of
the subsequent month, the first list will be sent to the Collateral Agent on the
twenty-fifth day of the month immediately following the month in which the
execution occurs.
SECTION 2.04. NO FURTHER OBLIGATIONS. The Custodian shall have
no obligation to review the contents of any Contract.
SECTION 2.05. REMOVAL OF CONTRACTS.
(i) the Collateral Agent shall have unlimited rights, upon
written notice (by facsimile or otherwise) executed by an Authorized Employee
and delivered to the Custodian, with a copy sent to the LLC, to remove any or
all of the Contracts from the Custodian;
(ii) the LLC may cause the Custodian to release certain
Contracts held by the Custodian to the LLC or (if so directed by the LLC) to
HPSC in each case as provided by and in accordance with the Triple-A Purchase
Agreement; PROVIDED THAT, upon the Collateral Agent's written notice, the LLC's
rights, if any, to cause the Custodian to release Contracts shall be terminated
and the Custodian shall not release any Contract without the Collateral Agent's
written instructions to release such Contract, provided, further that the
Custodian shall have no obligation to inquire whether any request by the LLC is
in accordance with the Triple-A Purchase Agreement;
(iii) other than as described in this SECTION 2.05., the
Custodian shall have no authority to release any Contract to any Person; and
(iv) the Custodian shall send to the Collateral Agent on the
twenty-fifth day of each calendar month (the Business Day immediately following
the twenty-fifth day of each calendar month if such twenty-fifth day is not a
Business Day) (by facsimile or otherwise) in substantially the form of EXHIBIT
B, a list of all Contracts that have been removed from the Custodian or returned
during the period from the date of the latest list (or the date hereof, in the
case of the first list) to the date of such list.
SECTION 2.06. CONTRACTS HELD BY THE CUSTODIAN. All Contracts
coming into the possession of the Custodian, (a) shall be held by it for the
benefit of the Collateral Agent in secure facilities, equipped with fire
detection and fire suppression features, all in accordance with customary
standards for such custody. The Custodian shall hold all Contracts at 1 Old
Forge Hill Road, Franklin, MA 02038 or at any other facility specified in
writing to the Collateral Agent, located in the Commonwealth of Massachusetts,
(b) shall be held by it as agent on behalf of the Collateral Agent for the
purposes of perfecting the security interest therein of the Collateral Agent,
(c) shall, upon reasonable prior written notice from the Collateral Agent, be
made available to the Collateral Agent on any Business Day during normal
business hours, for inspection or otherwise, and (d) shall be held in a manner
which allows such Contracts to be released within five Business Days following
the Custodian's receipt of notice pursuant to the terms set forth in SECTION
2.05. above.
SECTION 2.07. NO LIENS OR ENCUMBRANCES ON CONTRACTS. In order
to provide security to the Custodian for any overdue payments which hereafter
may be owed to the
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Custodian by the LLC, the LLC will post a $1000.00 security deposit on its
account ("Security Deposit"). The Custodian hereby agrees not to assert any
statutory or possessory liens or encumbrances of any kind with respect to the
Contracts held by it, and hereby waives all such liens and encumbrances;
provided however that in the event the LLC is in arrears of its payment to the
Custodian by forty-five (45) days, the Custodian shall notify the Collateral
Agent of such delinquency and the Collateral Agent may instruct the Custodian to
use the Security Deposit to cure the delinquency. If the Collateral Agent fails
to instruct the Custodian to use the Security Deposit and the delinquency is not
cured within sixty (60) days of the missed payment, the Custodian shall maintain
its rights to assert statutory or possessory liens or encumbrances of any kind
with respect to the Contracts held by it.
SECTION 2.08. REPORTS AND AUDITS. From time to time until the
Termination Date, the Collateral Agent may conduct audits (at the expense of the
LLC) on the Contracts held by the Custodian by giving notice of an audit no less
than two (2) Business Days before the audit. The Custodian shall cooperate with
the Collateral Agent in connection with such audits.
SECTION 2.09. CUSTODIAN'S LIABILITY. The Custodian shall have
no liability whatsoever by reason of any error of judgment for any act done or
step taken or omitted by it, or for any mistake of fact or law for anything
which it may do or refrain from doing in connection herewith, unless caused by
or arising out of its own negligence or willful misconduct. Furthermore, the LLC
agrees to hold the Custodian harmless from any and all losses, expenses, damages
and costs (including, without limitation, attorneys fees) incurred by either as
a result of its execution of, or performance of its obligations under, this
Agreement, unless however, such loss, expense, damage or cost is caused by the
negligence or willful misconduct of Custodian or its employees or agents. In the
event of loss, damage or destruction of a contract deposited with Custodian due
to Custodian's negligence or willful misconduct, the Custodian's liability shall
be limited to $1.00 per contract lost, damaged or improperly destroyed.
The Custodian:
(a) shall not be obligated to take any legal action
hereunder that in its reasonable judgment involve any
expense or liability unless it has been furnished
with reasonable indemnity by the LLC, Collateral
Agent or other person;
(b) may rely on and shall be protected in acting in good
faith upon the written instructions of the Collateral
Agent and the Authorized Employees;
(c) may consult with Custodian's in-house counsel or any
other counsel with regard to legal questions arising
out of or in connection with this Agreement, and the
advice or opinion of such counsel shall be full and
complete authorization and protection in respect of
any action taken, omitted or suffered by the
Custodian in reasonable reliance, in good faith, and
in accordance therewith; and
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(d) may execute any of the rights or powers hereunder or
perform any duties hereunder either directly or
through agents or attorneys, provided that the
execution of such trusts or powers by any such agents
or attorneys shall not diminish, or relieve Custodian
of, responsibility therefore to the same degree as if
Custodian itself had executed such trusts or powers.
SECTION 2.10. INDEMNIFICATION. The Custodian hereby agrees to
indemnify and hold the LLC, CapMAC, and Triple-A, their shareholders, directors,
officers, employees, agents, successors and assigns, harmless from and against
and reimburse them for any and all losses, claims, demands, obligations,
damages, injuries (to persons, property or natural resources), penalties, stamp
or similar taxes, suits, causes of action, or other legal proceedings,
judgments, costs, liabilities and/or expenses, including reasonable attorneys'
and agents' fees and expenses, incurred by the LLC, CapMAC and Triple-A of
whatever kind or nature regardless of their merit, demanded, asserted or claimed
against the LLC, CapMAC, or Triple-A and resulting solely from Custodian's
negligence, willful misconduct or failure to perform its obligations hereunder,
or a breach of any representation or warranty contained in this Agreement. The
LLC hereby agrees to indemnify and hold Custodian, its directors, officers,
employees, agents, successors and assigns, harmless from and against any and all
losses, claims, demands, damages, causes of action, or other legal proceedings,
judgments, costs, liabilities and/or expenses, including reasonable attorneys'
and agents fees and expenses incurred by Custodian of whatever kind or nature
regardless of their merit, demanded, asserted or claimed against the Custodian
and resulting from the respective party's negligence, willful misconduct, or
failure to perform its obligations hereunder or other breach by the LLC under
this Agreement. The foregoing indemnifications set forth in this Section 2.10
shall survive any termination of this Agreement.
SECTION 2.11 NO LIMITATION. Notwithstanding anything to the
contrary in this Agreement, Custodian's limitation of liability of one dollar
($1.00) per contract shall apply solely to Custodian's liability for loss of,
damage to or improper destruction of deposited contracts. Damages to the LLC,
CapMAC or Triple A for which Custodian is responsible, that are other than from
the liability for loss of, damage to, or improper destruction of Contracts (i.e.
breach of confidentiality, unauthorized release of Contracts, personal or
property damage related to property other than the deposited contracts) are not
limited to one dollar ($1.00) for each contract deposited with Custodian, and
Custodian hereby agrees that it will be liable for the full amount of such
damages incurred.
ARTICLE III
MISCELLANEOUS
SECTION 3.01. FEES AND EXPENSES OF THE CUSTODIAN. The LLC
agrees to pay the Custodian the fees described on EXHIBIT C attached hereto
(collectively, the "Custodian Fee"). Furthermore, no party hereto shall pay any
other fees, costs or expenses to the Custodian with respect to the Custodian's
obligations and duties created herein other than the Custodian Fee. The
Custodian shall have the right to terminate its obligations under this Agreement
in the
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event that the LLC fails to pay the Custodian Fee within thirty (30) days after
receiving notice that any portion of the Custodian Fee is overdue, provided that
the Custodian shall provide notice of its intention to terminate to the
Collateral Agent, which shall have thirty (30) days to pay amounts due to
Custodian hereunder, in which case this Agreement shall continue in effect.
SECTION 3.02. AMENDMENTS, ETC. No amendment or waiver of any
provision of this Agreement nor consent to any departure therefrom, shall in any
event be effective unless the same shall be in writing and signed by each party
hereto, and then such waiver or consent shall be effective only in the specific
instance and for the specific purpose for which given.
SECTION 3.03. NOTICES, ETC. All notices and other
communications provided for hereunder shall be in writing (including telex
communication and communication by facsimile copy) and mailed, telexed,
transmitted or delivered, as to each party hereto, at its address set forth
under its name on the signature pages hereof or at such other address as shall
be designated by such party in a written notice to the other parties hereto. All
such notices and communications shall be effective, upon receipt, or in the case
of delivery by mail, five days after being deposited in the mails, or in the
case of notice by telex, when telexed against receipt of answer back, or in the
case of notice by facsimile copy, when verbal communication of receipt is
obtained, in each case addressed as aforesaid. Notwithstanding the foregoing, in
the event of delivery of a notice pursuant to Section 2.05 (ii) terminating the
LLC's right to direct release of Contracts, a copy of such notice shall be
delivered to Iron Mountain Information Management, 745 Atlantic Avenue, Boston,
Massachusetts 02111, Attention: Legal Department.
SECTION 3.04. BINDING EFFECT; ASSIGNABILITY; TERM. This
Agreement shall be binding upon and inure to the benefit of the Collateral
Agent, the LLC, Triple-A, the Administrative Agent and the Custodian and their
respective successors and permitted assigns and no other parties shall have any
rights in respect of, or be third-party beneficiaries under, this Agreement. The
Collateral Agent and Triple-A may assign at any time their respective rights and
obligations hereunder and interests herein without the consent of the LLC or the
Custodian; provided that the Custodian shall not be required to respond to any
substitute entity serving as Collateral Agent unless the Custodian receives
written notice of the assignment by the Collateral Agent and assumption by the
assignee, of Collateral Agent's rights and responsibilities, hereunder, together
with the designation of replacement authorized employees. This Agreement shall
create and constitute the continuing obligations of the parties hereto in
accordance with its terms, and shall remain in full force and effect until the
Termination Date. The Custodian may not assign any of its rights, duties and
obligations hereunder or any interest herein without the prior written consent,
executed by an Authorized Employee, of the Collateral Agent.
SECTION 3.05. RESIGNATION AND REMOVAL. The Custodian may
resign at any time by giving written notice thereof to the Collateral Agent not
less than 60 days prior to the effective date of such resignation. The Custodian
may be removed by the Collateral Agent at any time, with or without cause, by
the Collateral Agent giving written notice thereof to the Custodian not less
than thirty days prior to the effective date of such removal. Upon any such
resignation or removal, the Collateral Agent shall have the right to appoint a
successor Custodian, PROVIDED, HOWEVER, that the LLC shall have consented to
such successor Custodian, which consent shall not be unreasonably withheld. Any
such successor shall, upon its
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acceptance thereof, succeed to and become vested with all the rights, powers,
privileges and duties of the retiring Custodian, and the retiring Custodian
shall be discharged from its duties and obligations as Custodian under this
Agreement; provided that the retiring Custodian shall transfer all contracts and
related records to the successor Custodian or as otherwise instructed by the
Collateral Agent. Furthermore, the Collateral Agent may, in its sole discretion,
instruct the LLC to find a successor Custodian and the LLC should, within thirty
days of such instruction, find a successor Custodian and enter into a separate
custody agreement with such successor. The Collateral Agent may require that
such new custody agreement be different from this Agreement and shall be
satisfactory to the Collateral Agent in its sole discretion; provided, however,
the LLC may enter into a custody agreement with Fleet National Bank (or any
other national banking association with nationally recognized reputation and
creditworthiness) in terms substantially the same as that certain Custodial
Agreement dated as of January 31, 1995 (as amended from time to time) among the
LLC, the Collateral Agent, Triple-A and Fleet National Bank.
SECTION 3.06. GOVERNING LAW. This Agreement shall be governed
by, and construed in accordance with, the internal laws (as opposed to conflict
of laws provisions) of the Commonwealth of Massachusetts.
SECTION 3.07. EXECUTION IN COUNTERPARTS; SEVERABILITY. This
Agreement may be executed in any number of counterparts and by different parties
hereto in separate counterparts, each of which when so executed shall be deemed
to be an original and all of which when taken together shall constitute one and
the same agreement. In case any provision in or obligation under this Agreement
shall be invalid, illegal or unenforceable in any jurisdiction, the validity,
legality and enforceability of the remaining provisions or obligations, or of
such provision or obligation in any other jurisdiction, shall not in any way be
affected or impaired thereby.
SECTION 3.08. BANKRUPTCY PROCEEDINGS. No party to this
Agreement shall or will institute or join any other person or entity in
instituting against the LLC or Triple-A any case pursuant to Title 11 of the
United States Code, or any similar case under applicable state or federal law
for debts owed under this Agreement prior to the date which is one year and one
day after all obligations of LLC to Triple-A or CapMAC have been paid in full
(or, in the case of Triple-A, after all commercial paper notes of Triple-A have
been paid in full).
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IN WITNESS WHEREOF, the parties have caused this Agreement to
be executed by their respective officers thereunto duly authorized as of the
date first above written.
HPSC BRAVO FUNDING, LLC
By /s/ Rene Lefebvre
-----------------------------------
Title: Manager
Sixty State Street, 35th Floor
Boston, MA 02109-1803
Telecopy No. 617-723-4786
TRIPLE-A ONE FUNDING CORPORATION
By Capital Markets Assurance Corporation,
its Attorney-in-Fact
By /s/ Andrew Laterza
-----------------------------------
Title: Vice President
113 King Street
Armonk, NY 10504
Attention: Andrew Laterza
Telecopy No. 914-765-3810
CAPITAL MARKETS ASSURANCE
CORPORATION
as Administrative Agent and as
Collateral Agent
By /s/ Andrew Laterza
-----------------------------------
Title: Vice President
113 King Street
Armonk, NY 10504
Attention: Andrew Laterza
Telecopy No. 914-765-3810
IRON MOUNTAIN INFORMATION
MANAGEMENT, INC.
By /s/ Garry B. Watzke
-----------------------------------
Title: Vice President
745 Atlantic Avenue
Boston, MA 02111
Attention: Garry B. Watzke
Telecopy No. 617-350-7881
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EXHIBIT A
__________ __, 200__
Capital Markets Assurance Corporation
113 King Street
New York, NY 10504
Attention: __________
RE: HPSC BRAVO FUNDING LLC - CONTRACTS RECEIVED
--------------------------------------------
Gentlemen:
We are sending this letter to you pursuant to Section 2.03. of that certain
Custodial Agreement dated as of June 25, 2002 among HPSC Bravo Funding, LLC, a
Delaware limited liability company, Triple-A One Funding Corporation, a Delaware
corporation, Capital Markets Assurance Corporation, a New York stock insurance
company, as Collateral Agent and Iron Mountain Information Management, Inc.
Please see attached for the listing of all Contracts that have been received.
IRON MOUNTAIN INFORMATION
MANAGEMENT, INC.
By:__________________
[Title]
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EXHIBIT A
[DATE]
<Table>
<Caption>
(File number) (Name)
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COUNT FILE DESCRIPTION 1 FILE DESCRIPTION 2 FILE DESCRIPTION 3 FILE RECEIPT DATE
----- ------------------ ------------------ ------------------- -----------------
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1
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2
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3
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4
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5
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6
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7
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8
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9
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10
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11
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12
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13
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14
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15
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16
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17
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18
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19
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20
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</Table>
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EXHIBIT B
__________ __, 20__
Capital Markets Assurance Corporation
885 Third Avenue
New York, N.Y. 10022
Attention: __________
RE: HPSC BRAVO FUNDING, LLC - CONTRACTS REMOVED AND RETURNED
--------------------------------------------------------
Gentlemen:
We are sending this letter to you pursuant to Section 2.05. of that certain
Custodial Agreement dated as of June 25, 2002 among HPSC Bravo Funding, LLC, a
Delaware limited liability company, Triple-A One Funding Corporation, a Delaware
corporation, Capital Markets Assurance Corporation, a New York stock insurance
company, as Collateral Agent and Iron Mountain Information Management, Inc.
Please see attached for a listing of all Contracts that have been removed or
returned.
IRON MOUNTAIN INFORMATION MANAGEMENT, INC.
By:__________________
[Title]
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(OUTGOING)
<Table>
IRON MOUNTAIN PAGE:
REFERENCE REPORT SORTED BY CUSTOMER BOX REPORT DATE:
FOR: TO: REPORT TIME:
REFERENCES
CUST ID:
REQ DIV ID:
REQ DEPT ID:
SKP BOX NBR: REF 1 BOX NBR RT REQUEST DT FILE SEQ FILE DESCRIPTION DIV ID RQST DIV ID ORD NBT
CUSTBOX NBR: REF 2 BOX NBR REFILE CONTACT DEPT ID RQST DEPT ID
DT
</Table>
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(INCOMING)
<Table>
IRON MOUNTAIN PAGE:
RECEIPT REPORT SORTED BY CUSTOMER BOX REPORT DATE:
FOR: TO: REPORT TIME:
REFERENCES
CUST ID:
REQ DIV ID:
REQ DEPT ID:
SKP BOX NBR: REF 1 BOX NBR RT REQUEST DT FILE SEQ FILE DESCRIPTION DIV ID RQST DIV ID ORD NBT
CUSTBOX NBR: REF 2 BOX NBR REFILE DT CONTACT DEPT ID RQST DEPT ID
</Table>
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EXHIBIT C
Custodian Fee Schedule
This Exhibit C - Custodian Fee Schedule is made part of the Records Management
and Service Agreement between Iron Mountain Records Management, Inc. and HPSC.
Effective Date: June 1, 2002
District Name: Boston South
District Number: 02317
Customer Name: HPSC
Customer Number: B131L
STORAGE PRICING
Secure space for the storage of records.
$.32 per cubic foot per month
STORAGE MINIMUM:
$75.00 per month
Storage charges will be billed monthly in advance.
MANAGEMENT SERVICES PRICING
Services during normal business hours, Monday through Friday 8:00 a.m.
to 5:00 p.m., excluding holidays.
NEW RECORDS (RECEIVING AND ENTRY)--The receipt of additional customer
records resulting in an increase to the customer storage balance:
$1.68 per cubic foot
RETRIEVALS/REFILES--The temporary retrieval of records from,
or return to, storage. (Rush applies to retrievals only):
STANDARD $1.89 per cubic foot
STANDARD $2.84 per file from cubic foot
RUSH $3.78 per cubic foot
RUSH $5.67 per file from cubic foot
DESTRUCTION--The preparation, documentation, and physical
destruction of records:
$2.31 per cubic foot plus retrieval
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PERMANENT WITHDRAWAL--The preparation, documentation, and
permanent withdrawal of records:
$2.31 per cubic foot plus retrieval
MISCELLANEOUS SERVICES:
LABOR $35 per hour
INDIVIDUAL LIST--Initial data entry of carton or file
descriptions (beyond first line):
$.50 per line
SERVICE MINIMUM:
$5.00 per transaction
Management services will be billed monthly in arrears.
TRANSPORTATION PRICING
DELIVERY
NEXT DAY
$15.75 per transportation visit, $1.42 per cubic foot
Call by 3:00 p.m. for delivery next day by 5:00 p.m.
HALF DAY
$31.50 per transportation visit, $1.42 per cubic foot
Call by 10:00 a.m. for delivery same day by 5:00 p.m.
EMERGENCY VISIT (RUSH)
$57.40 per transportation visit, $1.42 per cubic foot
Delivery within 3 hours of request
AFTER HOURS/WEEKENDS/HOLIDAYS
$114.80 per transportation visit, $1.42 per cubic foot
Delivery within 4 hours of request
PICKUP
ON DEMAND (SCHEDULED WITHIN 48 HOURS OF REQUEST)
$15.75 per transportation visit, $1.42 per cubic foot
Transportation charges will be billed monthly in arrears.
Service activity volumes substantially exceeding customer
norms may result in overtime charges with customer
authorization.
All other services, not specifically listed, will be charged
at Iron Mountain's then current rates.
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COMPUTER AND REPORTING CHARGES
Included in the customer's storage rate are the
Monthly Supplemental Reports. All other reports
(including special sorting and special file listings)
are subject to the computer listing charge and/or
initial setup, reporting, or download fees, quoted by
job scope.
TERM
The term of the Agreement of which this Exhibit C is
a part will commence on the Effective Date indicated
above and continue until the end of the month that is
the 11th month anniversary. Unless notice required by
and in conjunction with Section 3.05 of this
Agreement is given, or written notice of non-renewal
is delivered by either party to the other not less
than sixty days prior to expiration date, the
Agreement will automatically renew for additional
successive one-year terms. Storage prices set forth
above shall remain in effect for the first 12 months
of this Agreement. Charges for all other services may
be adjusted at any time upon 30 days written notice.
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