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HomeMy WebLinkAboutRecall Total Inform. MgmtRecall Total Information Management, Inc. IS Dept.-2001 Off-Site Tape Storage Appropriation # 1202-404-00 Contract Not To Exceed $3,435.00 APPItOVED, AS TO AGREEMENT FOR PURCHASE OF GOODS AND SERVICES THIS AGREEMENT FOR PURCHASE OF GOODS AND SERVICES ("Agreement") is hereby entered into by and between the City of Carmel, Indiana, acting by and through its Board of Public Works and Safety ("City"), and Recall Total Information Management, Inc. ("Vendor"). TERMS AND CONDITIONS Vendor acknowledges that it has read and understands this Agreement, and agrees that its execution of same constitutes its acceptance of all of the Agreement's terms and conditions. City agrees to purchase the goods and/or services (the "Goods and Services") described in attached Exhibit A from City budget appropriation number 1202-404-00 funds. Vendor agrees to provide the Goods and Services and to otherwise perform the requirements of this Agreement by applying at all times the highest professional and technical standards. , Vendor estimates that the total price for the Goods and Services to be provided to City hereunder shall be no more than Three Thousand Four Hundred Thirty-Five Dollars ($3,435.00) (the "Estimate"). Vendor shall submit an invoice to City no more than once every thirty (30) days detailing the Goods and Services provided to City within such time period. City shall pay Vendor for such Goods and Services within sixty (60) days after the date of City's receipt of Vendor's invoice detailing same, so long as and to the extent such Goods and Services are not disputed, are in accordance with the specifications set forth in Exhibit A, are submitted on an invoice that contains the information contained on attached Exhibit B, and Vendor has otherwise performed and satisfied all the terms and conditions of this Agreement. Subject to the above, if the undisputed invoice amount is not paid within sixty (60) days of its receipt by City, then a late charge in a sum equal to one percent (1%) of such unpaid and undisputed invoice amount shall accrue and be due and payable by City to Vendor as a separate debt for each month it remains unpaid. Vendor agrees not to provide any Goods and Services to City that would cause the total cost of the Goods and Services provided by Vendor to City hereunder to exceed the Estimate, unless City has previously agreed, in writing, to pay an amount in excess of the Estimate. Vendor expressly warrants that the Goods and Services covered by this Agreement will conform to the specifications, samples and/or descriptions thereof furnished to Vendor by City and/or by Vendor to and accepted by City, that the Goods and Services will be delivered in a timely, good and workmanlike manner and free from defect. Vendor acknowledges that it knows of City's intended use and expressly warrants that the Goods and Services provided to City pursuant to this Agreement have been selected by Vendor based upon City's stated use and are fit and sufficient for their particular purpose. Recall Total Information Management, Inc. IS Dept.-2001 Off-Site Tape Storage Appropriation # 1202-404-00 Contract Not To Exceed $3,435.00 manner. Time is of the essence of this Agreement. If requested by City, Vendor shall promptly furnish to City, in such form and detail as City may direct, a list of all chemicals, materials, substances and items used in or during the provision of the Goods and Services provided hereunder, including the quantity, quality and concentration thereof and any other information relating thereto. Vendor shall not cause or permit the filing of any lien on any of City's property. In the event any such lien is filed and Vendor fails to remove such lien within ten (10) days after the filing thereof, by payment or bonding, City shall have the right to pay such lien or obtain such bond, all at Vendor's sole cost and expense. In the event Vendor: (a) repudiates, breaches or defaults under any of the terms or conditions of this Agreement, including Vendor's warranties; (b) fails to timely provide the Goods and Services as specified herein or (c) becomes insolvent, files or has filed against it, a petition for receivership, makes a general assignment for the benefit of creditors or dissolves, each such event constituting an event of default hereunder, City shall have the right to: (1) terminate all or any parts of this Agreement, without liability to Vendor for other than the conforming Goods and Services authorized and provided to City on or before the Agreement termination date.; (2) obtain, upon such terms and in such manner as City deems appropriate in its sole discretion, the same or similar Goods and Services which were to be provided to City by Vendor, and, without penalty or obligation to Vendor, reduce by such amount the Goods and Services to be provided by Vendor hereunder; and (3) exercise any other rights or remedies as are available to City at law and/or in equity. 10. Vendor shall procure and maintain in full force and effect during the term of this Agreement, with an insurer licensed to do business in the State of Indiana, such insurance as is necessary for the protection of City and Vendor from all claims for damages under any workers' compensation, occupational disease and/or unemployment compensation act; for bodily injuries including, but not limited to, personal injury, sickness, disease or death of or to any of Vendor's agents, officers, employees, contractors and subcontractors; and, for any injury to or destruction of property, including, but not limited to, any loss of use resulting therefrom. The coverage amounts shall be no less than those amounts set forth in attached Exhibit C. 11. Vendor agrees to comply with all federal, state and local laws, executive orders, rules, regulations and codes which may be applicable to Vendor's performance of its obligations under this Agreement, and all relevant provisions thereof are incorporated herein by this reference 12. Vendor represents and warrants that it and all of its officers, employees, agents, contractors and subcontractors shall comply with all existing and future laws of the United States, the State of Indiana and City prohibiting discrimination against any employee, applicant for employment or other person in the provision of any Goods and Services provided by this Agreement with respect to their hire, tenure, terms, conditions and privileges of employment and any other mitter related to their employment or subcontracting, because of race, religion, color, sex, handicap, national origin, ancestry, age, disabled veteran status and/or Vietnam era veteran status. Recall Total Information Management, Inc. IS Dept.-2001 Off-Site Tape Storage Appropriation # 1202-404-00 Contract Not To Exceed $3,435.00 13. 14. 15. 16. 17. 18. The failure of either party to require performance by the other of any provision of this Agreement shall not affect the right of such party to require such performance at any time thereafter, nor shall the waiver by any party of a breach of any provision of this Agreement constitute a waiver of any succeeding breach of the same or any other provision hereof. Vendor shall not assign or pledge this Agreement, whether as collateral for a loan or otherwise, and shall not delegate its obligations under this Agreement without City's prior written consent. The relationship of the parties hereto shall be as provided for in this Agreement, and Vendor and all of its officers, employees, contractors, subcontractors and agents are not, and shall not become, employees of City, and the sole responsibility to pay same all statutory, contractual and other benefits shall remain exclusively with Vendor. This Agreement is to be construed in accordance with and governed by the laws of the State of Indiana, except for its conflict of laws provisions. The parties agree that, in the event a lawsuit is filed hereunder, they waive their right to a jury trial, agree to file any such lawsuit in an appropriate court in Hamilton County, Indiana only, and agree that such court is the appropriate venue for and has jurisdiction over same. If any term of this Agreement is invalid or unenfomeable under any statute, regulation, ordinance, executive order or other rule of law, such term shall be deemed reformed or deleted, but only to the extent necessary to comply with same, and the remaining provisions of this Agreement shall remain in full force and effect. Any notice provided for in this Agreement will be sufficient if it is in writing and is delivered by postage prepaid U.S. certified mail, remm receipt requested, to the party to be notified at the address specified heroin: If to City: If to Vendor: City of Carmel One Civic Square Carmel, Indiana 46032 ATTN: Terry Crocker (with a copy to City Attomey, One Civic Square Carreel, iN 46032) Recall Total Information Management, Inc. 5251 W. 81st Street Indianapolis, iN 46268 ATTN: Toni Woodard Notwithstanding the above, notice of termination under paragraph 19 hereinbelow shall be effective if given orally, as long as written notice is then provided as set forth hereinabove within five (5) business days from the date of such oral notice. Recall Total Information Management, Inc. IS Dept.-2001 Off-Site Tape Storage Appropriation # 1202-404-00 Contract Not To Exceed $3,435.00 19. 20. 21. 22. 23. 24. 25. 26. Notwithstanding anything to the contrary contained in this Agreement, City may, upon notice to Vendor, immediately terminate this Agreement for cause, in the event of a default hereunder by Vendor and/or if sufficient funds are not appropriated or encumbered to pay for the Goods and Services to be provided hereunder. In addition, either party hereto may terminate this Agreement at any time upon thirty (30) days prior notice to the other party. In the event of Agreement termination, Vendor shall be entitled to receive only payment for the undisputed invoice amount of conforming Goods and Services delivered as of the date of termination, except that such payment amount shall not exceed the Estimate amount in effect at the time of termination, unless the parties have previously agreed in writing to a greater amount. The parties represent and warrant that they are authorized to enter into this Agreement and that the persons executing this Agreement have the authority to bind the party which they represent. Vendor understands and agrees that City may, from time to time, request Vendor to provide additional goods and services to City. When City desires additional goods and services from Vendor, the Mayor or his duly authorized representative shall notify Vendor of such additional goods and services desired, as well as the time frame in which same are to be provided. Vendor shall then provide, at no cost to City, an estimated cost for such additional goods and/or services, as well as the date by which same will be provided to City. Only after City has approved Vendor's time and cost estimate for the provision of such additional goods and services, has encumbered sufficient monies to pay for same, and has authorized Vendor, in writing, to provide such additional goods and services, shall such goods and services be provided by Vendor to City. A copy of the City's authorization documents for the purchase of additional goods and services shall be numbered and attached hereto in the order in which they are approved by City. Subject to the termination provisions set forth in Paragraph 18 hereinabove, this Agreement shall be in effect from the Effective Date through December 31,2001, and shall, on the first day of each January thereafter, automatically renew for a period of one (1) calendar year, unless otherwise agreed by the parties hereto. The parties, and their respective officers, officials, agents, parmers, successors, assigns and legal representatives, are bound to the other with respect to all of the covenants, terms, warranties and obligations set forth in Agreement. This Agreement gives no rights or benefits to anyone other than City and Vendor. The parties warrant that they have read this Agreement and understand it, have had the opportunity to obtain legal advice and assistance of counsel throughout the negotiation of this Agreement, and enter into same freely, voluntarily, and without any duress, undue influence or coercion. This Agreement, together with any exhibits attached hereto or referenced herein, constitutes the entire agreement between Vendor and City with respect to the subject matter hereof, and Recall Total Information Management, Inc. IS Dept.-2001 Off-Site Tape Storage Appropriation # 1202-404-00 Contract Not To Exceed $3,435.00 supersedes all prior oral or written representations and agreements regarding same. To the extent any term or condition contained in any exhibit attached to this Agreement conflicts with any term or condition contained in this Agreement, the term or condition contained in this Agreement shall govem and prevail. This Agreement may only be modified by written amendment executed by both parties hereto, or their successors in interest. iN WITNESS WHEREOF, the parties hereto have made and executed this Agreement as follows: CITY OF CARMEL, INDIANA by and through its Board of Public Works and Safety By: ~ t/~/~~7 Ja:rainard, Presiding Officer Date: 7 -~C - t52~ / Billy~Member ATTEST: RECALL TOTAL INFORMATION MANAGEM T, iNC. atlKe Printed Name Jt'¢ e Title FID/SSN: 30t . 5 ' 3;r/v Date: b -' ;7 '~- 0 / Date: 'Cq-cd-c June 4, 2001 TOTAL INFORMATION MANAGEMENT Mr. Terry Crockett City of Carmel #3 Civic Square Carmel# Indiana 46032 Please let this serve as your Service Agreement Contract between Recall Indianapolis and City of Carmel for the off- site vaulting of your media. SERVICE AGREEMENT CONTRACT Recall Indianapolis will provide the service of storing media for City of Carmel: Storage of your media in alarmed, temperature and humidity controlled vaults. Temperature will be kept between 68-72 degrees year round with the humidity between 31-37%. Recall Indianapolis warrants that the storage facility is and shall remain at all times during the term of this service agreement in excellent condition and repair and shall be suitable for the purpose of storing and securing the media being entrusted to Recall Indianapolis. Recall Indianapolis will provide the secured storage of your media at a monthly storage of $75.00 per month. Additional tubs added to your base storage will be charged at a rate of $12.50 per additional tub. Recall Indianapolis will provide pick-up and delivery service at $ 9.75 per daily or $18.75 weekly round trip transportation. After hours access charge is $60.00 plus the normal pick- up and delivery charge. After hours is between 4:00 pm and 8:00 am. Any delivery requests made during normal hours that are non-emergency are charged at the normal delivery rate. All emergency deliveries are billed at $60.00 plus the normal delivery charge. Emergency deliveries are delivered within 90 minutes from the original request. INDIANAPOLIS OFFICE: 5251 WEST 81'~ STREET INDIANAPOLIS, IN 46268 TEL: (317) 871-8555 FAX:(317) 871-8559 OFFICES THROUGHOUT: NORTH AMERICA ASIA AUSTRALIA EUROPE NEW ZEALAND A DIVISION OF BRAMBLES USA, INC, 6. Polyolefin tubs are purchased for $51.50 each. Limitation Of Liability: The Company's liability, if any, to customer for any loss or damage to its property, regardless of the cause thereof, is limited to the following sums: (A) the actual cost of a new replacement item, of the same type and quality as the lost or destroyed item, plus (B) twenty-five percent (25%) of the actual expense of recreating or transcribing the information recorded on the lost or destroyed item onto the new replacement item up to a maximum, for both (A) and (B), not to exceed the sum of $1,000,000 during the entire term of the contract. The company will not be liable for incidental or consequential damages, even if advised of the possibility of such damages. This limitation of the company's liability will apply regardless of the form of action, whether in contract or tort, including negligence. The company shall not be liable for any damage due to causes beyond the reasonable control of the company including, but not limited to, acts of God. The company disclaims all warranties including implied warranties of merchantability and fitness for a particular purpose. The term of this Service Agreement shall commence on the date of signature to said lease agreement, and be in effect for a period of twelve months, with an automatic renewal. With advance notice, Recall reserves the right to adjust prices periodically. City of armel dianapolis Date ~ate TWW/tw File