03/20/1971
An...
ment
Operatmc
Clause
Definition
of Gr08l!l
Monthly
Reeelpta:
Division
ot Revenue
Penalty
for
LOIIt Ke,.
Claim
Liability
AMERICA: - LOCKER COMf \NY, INC.
THIS AGREEMENT made and entered into on this the"?"QJ~b.day oLt\?E.~b............19.Z1,
by and between the AMERICAN LOCKER COMPANY, Inc., Jones & Gifford Ave., James-
town, New York, a Delaware Corporation, hereinafter called the Locker Company, and ............
..~~..~~~.!I..{'!g~'!..~~...~.~~~~.-~-~.~~....m...' a corporation of the State of
_uuu...u_m..u_m......mu..uu___having its principal place of business at ..__m....u....u.....u........................,
in the City oLu.m...___u~u~?:'...___......_..............mu.._m..' State of u..._m....~~.....__..........u.....
hereinafter called the party of the second part.
WITNESSETH:
WHEREAS, the Locker Company is the owner of self-service parcel locker equipment and
certain letters patent relating to the same, hereinafter called lockers; and
WHEREAS, both parties are desirous of procuring the installation of lockers by the
Locker Company in stations or terminals owned or controlled, and operated by the party of the
second part so that the party of the second part may render automatic parcel checking locker
service to its patrons:
NOW, THEREFORE, in consideration of the mutual agreements herein contained, and the
mutual benefits to be derived IT IS AGREED AS FOLLOWS:
1. Party of the second part agrees to permit the Locker Company to install and main-
tain, and Locker Company agrees to install and maintain its lockers in such locations within a
station or terminal owned or controlled, and operated by party of the second part, as may be
now or hereafter agreed upon. Property of Locker Company will remain on premises of party
of the second part at the full risk and hazard of Locker Company. Party of the second part
agrees to keep the lockers on its premises in a clean and sanitary condition for public use.
Locker Company agrees to furnish all stationery, forms, tools and operating instructions
required for the efficient operation of this Locker Service and party of the second part agrees
to use and follow same, as directed by the Locker Company, to provide this service efficiently
to patrons.
2. Gross monthly receipts are hereby defined as the total amount of legal monies collected
from lockers plus all overtime revenues received on account of articles checked in lockers for
more than twenty-four (24) hours, or removed therefrom, but only up to and including the
first sixty (60) days from date of original checking. In the case of articles reclaimed after
sixty (60) days from date of original checking, party of the second part shall retain all the
revenue therefrom, including that derived from the first sixty (60) days of storage.
Party of the second part shall collect monies deposited in the lockers and overtime revenue
as heretofore defined under Gross Monthly Receipts and for each individual station or terminal
shall compute the percentage of such receipts to be retained monthly by party of the second
part from such single installation, the remaining percentage of such receiuts to be remitted
monthly to Locker Company:
Where Gross Monthly
Receipts Are:
Under $100.
$ 100. up to $ 199.99
$ 200. up to $ 399.99
$ 400. up to $ 699.99
$ 700. up to $ 999.99
$1000. up to $1199.99
$1200. up to $1399.99
$1400. up to $1599.99
$1600. up to $1799.99
$1800. up to $1999.99
$2000. up to $2199.99
$2200. up to $2399.99
$2400. and Over
percentsge to be Retsined Monthly
By Party 01 Second Part
40%
50%
55%
56%
57%
58%
59%
60%
61%
62%
63%
64%
65%
Party of the second part shall collect One (1) Dollar for loss of key by the person check-
ing, at the time of delivery of the luggage or parcels to the owner thereof, which amount shall
be remitted to Locker Company at the time of monthly payment.
3. The Locker Company agrees to indemnify party of the second part against all liability
for which either party may be legally liable resulting from the lawful use of said lockers, and
also against all claims for loss of or damage to articles checked in lockers, whether said articles
remain in or are removed from lockers. This liability for loss or damage of articles, shall only
refer to claims arising as a result of articles having been lost or damaged within sixty (60)
days nfter initial date of checking. If party of the second part disposes of or removes the arti-
cles taken from lockers to a storage location other than the building where lockers are operat-
ing before said sixty (60) day period has expired, then any liability which may occur shall be
assumed by and all storage revenue shall accrue to the party of the second part. Party of the
second part shall indicate, on forms furnished by the Locker Company, that such removal or
disposal has been made.
The party of the second part agrees to notify the Locker Company at its appropriate Dis-
trict Office, immediately upon the occurrence of any claim or alleged loss or damage, and to
assist agents of the Locker Company in their investigation of said claim by furnishing such
information pertinent to the claim as may be available. It is understood that the Locker Com-
pany shall handle all claims to their conclusion. If Locker Company settles any claim resul1l-
ing from a loss occurring after assumption of liability by party of the second part as above
provided, the party of the second part shall reimburse Locker Company for amounts so paid
provided Locker Company shall have advised party of the second part in advance of such settle-
ment.
raue 4. Any taxes, regardless by whom primarily payable, levied or assessed on the conduct,
maintenance, operation, gross receipts or revenue of said automatic parcel checking locker
service, including but not limited to license, sales or use taxes, and any tax levied on the owner-
ship of the said lockers, shall be borne by each party in the same percentage of the total tax as
it received in revenue under Article 2, after Locker Company has paid the same.
If, in the judgment of the Locker Company, the levy or assessment of such taxes or other
payments required by public authorities, is considered excessive or burdensome, then lockers
may be removed from premises of party of the second part after giving said party ninety
(90) days' written notice.
5. Party of the second part shall, so long as it may lawfully do so, transport free over its
lines, all equipment to be installed, relocated, or removed. Free transportation to employees of
Locker Company in such number as may be agreed upon shall be issued for the sole purpose of
surveying, installing, inspecting, servicing and removing equipment.
Trani.
portatlon
Cheekinlr
Rlrrhts
Rla'ht to
Remove
Equipment
rum
Termi-
nation
Auilrn.
ment
Cancel-
lation
Rilrht of
En\Ty
Prior
""roo-
ment
6. After lockers are installed in any station or terminal covered by this Agreement, par-
ty of the second part agrees not to conduct or permit to be conducted parcel checking in any
such installed station or terminal by any means other than by equipment hereunder furnished
during life of this Agreement, except that it may conduct its own hand checking facilities.
7'. Locker Company may remove its equipment at any time should the lockers be used
for any illegal purpose or should a petition against party of the second part be filed in any
court for appointment of a receiver, or should party of the second part make an assignment
for benefit of creditors. Upon written notice pursuant to the requirements of any public au-
thority necessitating the removal of specified lockers from the premises of the party of the
second part, Locker Company shall remove such lockers at its own expense. If average usage
per locker in any location is less than 30 uses per locker per month for three (3) consecutive
months, then Locker Company may remove as many of the lockers as may be necessary to
cause average usage per locker for remaining lockers to be 30 uses per month.
li- 8. This agreement shall continue for a period of five (5) years beginning with the dat[]-
of the agreement and thereafter for periods of five (5) years each until terminated by either
party giving written notice to the other party, not less than ninety (90) days prior to the end
of any five (5) year period, of its intention to terminate the agreement at the end of such five
(5) year period.
Upon the termination of this agreement for any reason, Locker Company agrees to re-
move its equipment leaving the premises in good repair and party of the second part agrees
to assume all liability which may result from claims for loss or damage to articles in its pos-
session at the time of actual locker removal, with all revenue resulting from the storage, release
or sale of such articles being retained in its entirety by party of the second part. No liability of
the Locker Company which arose prior to said termination or said locker removal shall be di-
minillhed in any manner whatsoever.
9. This agreement and all of its rights and obligations shall be binding upon and shall
inure, to the benefit of the parties hereto, their renpective successors, assigns and legal repre-
sentative,. in interest.
10. Upon breach of any covenant of this agreement on the part of either party, if such
breaeh is not corrected within thirty (30) days after written request so to do, this agreement
may be cancelled after ninety (90) days' written notice one to the other.
11. Locker Company shall have the right, without the necessity of legal action, to enter
the premises of the party of the second part at all reasonable times, and repossess cash keys
in the event party of the second part fails to remit monies when and as same become due under
this agreement and may collect all cash from said lockers until full amount in arrears shall be
paid, without being adjudged in any manner a trespasser.
12. All prior agreements and understandings between the parties hereto are hereby term-
inatE,d as of the effective date of this agreement except as to any previous liability arising
therl~under.
IN WITNESS WHEREOF, the parties hereto have caused this agreement to be signed by
their duly authorized officers properly attested, and their corporate seals to be hereunto affixed
::,:~'~ ~:': ~~~;:mm ::: ~fr:;~mc
0;;:- ~t Secreta.ry Erutive Viee-PNBident --
() l.A'-/'_
y A ~..f (,?L~?P.
, ttest :'u.uu...uum.m.. .....mumu......mmmmu__uu_
=4!1"';/~=zm