HomeMy WebLinkAboutContract 1588 THE KEEP INC.
245 Second Avenue North, Minneapolis,MN 55401
(612) 673-9668 FAX 673 -9469
STANDARD STORAGE TERMS AND CONDITIONS
1. STORAGE OF GOODS. All Customer goods storedliereunder (the "Goods ") shall be stored for an indefinite period beginning on the applicable date of issuance of
Company's Non - Negotiable Warehouse Receipt (the "Receipt ").until terminated as set forth herin. Storage, indexing, handling, access and other services are subject to
the rates and charges set forth in Company's Receipt and current tariff schedule (posted at company's warehouse and on file with the Minnesota Department of
Agriculture, Grain Inspection Division, Warehouse Section, Minneapolis,Minnesota). Company's posted rates and charges are subject to change, and Company agrees
to provide written notice of any rate changes at least 10 days in advance.
Monthly storage charges shall accrue from the date of the Receipt through the balance of the first calendar month of deposit, and as of the first day of the month
thereafter. Storage charges for the first three calendar months, together with all charges for initial account setup and indexing for all Goods stored are due and payable in
advance upon ±.•;livery (or within 30 days thereof for Customers who have made credit arrangements acceptable to Company). A minimum quarterly billing of $25.00 per
Customer accour i will be charged for storage services. Charges for access, retrieval or other services shall accrue as of the date(s) such as services are requested.
Special services (e.g. extraordinary handling services or access during non - business hours) may be available by special arrangement with Company.
All charges for which credit has been extended are due and payable uopn receipt of Company's invoice, and must be paid in full prior to release of goods stored
hereunder. Any additional extension of Customer credit will automatically be terminated if any Company invoice remains unpaid longer than 30 days from issuance.
Customer further agrees to pay interest at the rate of 8% per annum for all invoices not paid in full within 30 days of issuance.
2. TENDER FOR STORAGE; PROHIBITED GOODS. All Goods shall be delivered to Company's warehouse located at 245 Second Ave. N., Minneapolis, •
Minnesota, properly- labeled, packaged and sealed for storage and handling, as directed by Company. C ackn and agrees that thi agreement expr siy
prohibits the delivery or storage of any harmful or hazardous materials (including, but not limited to any nitrate -based film), pornography or other illegal materials.
Customer warrantsithat no such Goods have been or will be tendered, and that Customer has legal title or full lawful authority to deposit all Goods described on the
applicable Receipt. Customer agrees to deliver its executed Warehouse Receipt Acknowledgement for each Receipt issued by Company.
Customer further agrees to indemnify and hold Company harmless for any loss, claim or other damage associated with a breach of Customer's warranties hereunder,
including all costs and reasonable attorneys fees incurred by Company as the result of such breach.
Company shall have the right at any time to reject any Goods tendered to or stored by Company, and to assess and collect any additional charges incurred for
subsequent special handling or treatment.
3. MOVING OF GOODS. Company reserves the right to move at its expense any or all of Customers Goods stored hereunder to any other Company warehouse,
upon 30 days prior written notice to Customer, unless Customer claims all Goods prior to expiration thereof. Goods may be moved within Company's warehouse at any
time without prior notice.
4. CUSTOMER ACCESS. Goods shall be made available for temporary access and pickup by Customer at Company's warehouse during regular business hours
(weekdays from 8 a.m. until 5 p.m., excluding holidays) and then only after Company receives and accepts signed pickup instructions on Customer's letterhead from an
authorized representative of Customer, or upon receipt and acceptance of telephone instructions from said Customer representative, which must include disclosure of
the original Receipt number and the following Customer password(s) or special delivery
instructions:
Customer agrees that Company shall not be responsible for any loss or error resulting from Company's compliance with customer access or release instructions.
When temporary access to Goods has been requested by Customer, Company shall be given a reasonable time to retrieve and prepare the Goods for pickup by
Customer or its authorized representative. Said Goods shall be made available for pickup or release upon receipt of written or telephone instructions as set forth above,
and execution of Company's Temporary Access Receipt, the terms of which are incorporated herein by reference. Unless Customer has established and maintained
credit arrangements acceptable to Company, no Goods will be released or made available for temporary access until all charges then owing under any storage agreement
between the parties have been paid in cash or certified funds, and Company shall retain its rights to a warehouseman's lien and security intetests as set forth herein.
5. LIMITATION OF LIABILITY. COMPANY SHALL NOT BE LIABLE FOR ANY LOSS OR INJURY TO GOODS HOWEVER CAUSED UNLESS SUCH LOSS OR
INJURY RESULTS FROM COMPANY'S FAILURE TO EXERCISE SUCH CARE IN REGARD TO GOODS AS A REASONABLY CAREFUL PERSON WOULD
EXERCISE UNDER LIKE CIRCUMSTANCES. COMPANY IS NOT LIABLE FOR ANY DAMAGES, LOSS OR DELAY THAT COULD NOT HAVE BEEN AVOIDED
BY THE EXERCISE OF SUCH CARE.
CUSTOMER EXPRESSLY. ACKNOWLEDGES AND AGREES THAT COMPANY IS NOT LIABLE FOR ANY GOODS NOT RECEIVED OR MISDESCRIBED, OR
FOR ANY DAMAGE, LOSS DELAY CAUSED BY THIRD PARTIES, ACTS OF GOD, NATURAL DISASTERS, STRIKES OR OTHER LABOR DISPUTES,
TEMPERATURE OR MOISTURE CHANGES, SPRINKLER LEAKAGE, VERMIN, INSUFFICIENT OR DEFECTIVE CONTAINERS, DETERIORATION BY
PASSAGE OF - rIME, OR OCCURRENCES. IN NO EVENT SHALL COIv1PANY E3E LIABLE FOk ANY INCIDENT SPECIAL OR CONSEQUENTIAL
DAMAGES. •
IN CONSIDERATION FOR THE MINIMUM STORAGE RATES CHARGED HEREUNDER, COMPANIES LIABILITY (IF ANY, AS ADJUDGED BY A COURT OF
COMPETENT JURISDICTION) SHALL IN NO EVENT EXCEED THE COST OF BLANK REPLACEMENT TAPE OR FILM FOR EACH ITEM STORED
HEREUNDER.
6. INSURANCE. GOODS ARE NOT INSURED BY COMPANY AGAINST LOSS OR INJURY HOWEVER CAUSED. Company's liability, if any, shall be limited to
that provided herein and any insurance on Goods must be arranged by Customer at its own expense through its own agent or broker, or in advance through Company in
the manner set forth in Minnesota Statutes 336.7 -204.
7. CLAIMS. Customer claims against Company for damage or loss must be made in writing within the shorter of (a) 60 days after Goods have been released for
pickup by Company, or (b) 10 days after the date Company notifies Customer that all or any part of the Goods have been lost or damaged or (c) within 10 days of
Companys failure to follow Customer's directions which are in accordance with the parties' written agreements. Customer acknowledges that it retains all liability or risk
of damage or loss associated with'any party retained to pick up, transport or deliver Goods from Company.
8. STORAGE LIEN. Pursuant to Minnesota Statutes 336.7 -209, Company hereby claims a lien against the Goods for all lawful charges for storage, preservation,
handling, transportation, labor or other related charges or expenses, interest, all lawful claims for money advanced, or for any costs, expenses or attorneys fees incurred
as the result of Customers breach hereunder. Said lien shall extend to all Goods being stored by Company for Customer.
9. SECURITY INTEREST. In order to secure its payment obligations to Company for any and all charges due for storage or other services, Customer hereby grants
to Company a security interest in any and at Goods stored by Customer under any Receipt or other current or future storage agreement between the parties. This
security interest is in addition to and does not substitute for or replace any of Company's statutory lien rights with respect to the Goods.
10. TERMINATION. Storage services may be terminated by either party on 15 days prior written notice, and will automatically terminate if no storage or other services
are provided for Customer for a• period of 60 consecutive days. No Goods shall be released to any Customer under this section until all charges due have been paid in
full by Customer in;cash or certified funds.
Upon written termination notice to Customer, Company may require the removal of any or all Goods by the end of the next succeeding storage month, dr such reasonably
shorter period as may be established by Company upon the good faith belief that such goods will soon: (a) deteriorate; (b) decline in value to less than the amount of the
Company's lien; or ,(c) pose a safety hazard to any person or property.
Upon the occurence of any of the events set forth in this section, Company shall be entitled to sell all Goods stored by it for Customer at public or private sale in
accordance with applicable law.
11. NOTICES. Any required notices shall be deemed to be given as of the date thereof if personally delivered or mailed first class, postage prepaid to Customer or
Company at the address set forth in the applicable Receipt, or such other address as may be provided from time to time by either party.
12. GOVERNING LAW. This Agreement Shall be governed by the laws of the State of Minnesota, and at disputes or controversies shall be venued in the appropriate
federal or state courts located in Hennepin County, Minnesota.
13. ASSIGNMENT. The right or liabilities set forth in this Agreement shall inure to the benefit of, and be binding upon, Company and Customer and their respective
heirs, executors, administrators, successors and assignees.
14. CUSTOMER BREACH. Company shall be entitled to all of its collection of litigation costs incurred as the result of Customer's breach of any provision hereunder,
including reasonable attorneys fees.
15. SCOPE OF AGREEMENT. This Agreement may not be altered or varied except by written instrument signed by the parties. Any judicial declaration of partial
invalidity shall not affect the remaining provisions of this Agreement, which shall remain in full force and effect.
CUSTOMER ACKNOWLEDGEMENT
Walter Fe h S t , acknowledge and warrant that I am City Manager of Customer;
(Print Name) (Insert Title)
that I have read this agreement, understand it, and am an officer of Customer duly authorized to bind Customer to the obligations and undertakings set forth in this
Agreement, which shall boa part of and incorporated by reference into all Company Receipts for Custor er Goods to be stored by Company thereunder. Accepted and agreed to this day of •,2000 By: �,� Sign
� pres (Aut orize. - e five's ire)
ent 1/r ky,r/kic.
City of Columbia Heights , Customer • CUSTOMER ID #(for KEEP use)
(Print Company name)
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