Recall 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
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