2013-503 Tax - Starpoint Global Services for Digital Conversion of Paper Records $85,175

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TERMS AND CONDITIONS The following terms and conditions shall apply to this agreement. 1. STORED MATERIAL-Company shall store the Stored Material identified by Client on the Records Transmittal Form (a sample of which is attached hereto as Schedule B). Client and Company may change,delete or add to the Stored Material by written agreement only. Additional materials shall, unless otherwise indicated in writing, be deemed to be held under these same terms and conditions and shall be considered part of the Stored Material. 2. ACCEPTANCE-In the absence of an executed contract, Client's act of tendering material for storage to Company constitutes acceptance by Client of the terms, conditions and rated contained within this agreement. 3. RATES-Client agrees to pay Company according to Company's then current rate schedule. A copy of the Company's current rate schedule is attached hereto as Schedule A. Payment in full is due in advance on the first day of the month. Rates may be changed upon thirty(30)days notice to Client. For Stored Material received during a month,or stored for a portion of a month,charges will be assessed according to the Schedule A rates then in effect. Additional charges,if any,shall be paid simultaneously with the regular monthly rates. 4. CLIENT AUTHORIZED REPRESENTATIVES-Client must designate all individuals that are authorized to have access to the Stored Material by identifying said individuals on Company's Access Authorization form (a sample of which is attached hereto as Schedule Q. Only the Authorized Representative and Secondary Authorized Representative may authorize destruction of the Stored Material. 5. ACCESS TO STORED MATERIALS Company shall conduct services pertaining to the Stored Material only pursuant to direction of Client's agent(s) identified by Client on Company's Access Authorization form. Client represents that the Authorized Representative and the Secondary Authorized Representative have full authority to order all services that pertain to the Stored Material including,but not limited to,removal and destruction of Stored Material. The Company reserves the right to deny access to or delivery of the Stored Material until such time as Client has cured any default under this agreement. 6. ACT OF GOD OR FORCE MAJEURE-An "act of God" or "force majeure" is defined for purposes of this agreement as strikes, lockouts, sit-downs, material or labor restrictions by any governmental authority, unusual transportation delays, riots, floods, washouts, explosions, earthquakes, fire storms, weather (including wet grounds or inclement weather), acts of a public enemy,terrorist act,wars, insurrections,national emergency, shortage of labor or materials,and/or any other cause not reasonably within the control of the Company or which by the exercise of due diligence Company is unable,wholly or in part,to overcome. 7. LIMITATION OF LIABILITY Company's liability, if any, for loss, damage, or destruction to the Stored Material shall be limited to the assumed value of the Stored Material,which is agreed to as follows: (a) for Stored Material that is stored according to Company's hardcopy rates: $2.25 per cubic foot for Stored Material stored at the "per box" rate or $2.25 per linear foot for Stored Material stored at the"open shelf file storage"rate;and, (b) for Stored Material that is stored according to Company's Media Vault rates: $50.00 per magnetic tape,$7.00 per microfilm roll,$50.00 per data cartridge,or$1.50 per computer diskette. Page 10