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HomeMy WebLinkAboutCampbell Consulting, LLC/Utilities/$50,000/Engineering Services DocuSign Envelope ID: D379C9F9-2EE2-4335-A2F0-0AE1DED7B9D4 Campbell Consulting,LLC /4^P VED Utilities Department-2022 � ¢,ef,P� A'e BtltlkhiOB r ro,1>&Yfl:2o, O2 r Appropriation#01-6360-06 Fund;P.O.#W10112 Contract Not To Exceed$50,000.00 AGREEMENT FOR PROFESSIONAL SERVICES THIS AGREEMENT FOR PROFESSIONAL SERVICES ("Agreement") is hereby made and entered into by and between the City of Carmel, Indiana, acting by and through its Board of Public Works and Safety (hereinafter "City"), and Campbell Consulting, LLC (hereinafter"Professional"). RECITALS WHEREAS City owns and is responsible for the operation and maintenance of its property, personnel, public works and infrastructure; and WHEREAS, from time to time, City needs professional assistance in fulfilling its foregoing responsibilities; and WHEREAS, Professional is experienced in providing and desires to provide to City the professional services ("Services") referenced herein; and WHEREAS, City desires to engage Professional as an independent contractor for the purpose of providing to City the Services referenced herein; NOW, THEREFORE, in consideration of the foregoing recitals and the covenants and conditions set forth herein, City and Professional mutually agree as follows: SECTION 1 INCORPORATION OF RECITALS The foregoing Recitals are hereby incorporated into this Agreement and made a part hereof. SECTION 2 SCOPE OF SERVICES 2.1 City desires to engage Professional as an independent contractor for the Services set forth in attached Exhibit A, incorporated herein by this reference. 2.2 Professional understands and agrees that City may, from time to time, request Professional to provide additional or modified Services to City. When City desires additional Services from Professional, the City shall notify Professional of such additional Services desired, as well as the time frame in which same are to be provided. Only after City has approved Professional's time and cost estimate for the provision of such additional Services, has encumbered sufficient monies to pay for same, and has authorized Professional, in writing, to provide such additional Services, shall such Services be provided by Professional to City. A copy of the City's authorization documents for the purchase of additional Services shall be numbered and attached hereto in the order in which they are approved by City. 2.3 Time is of the essence of this Agreement. [S:\Contracts\Departments\UNities\2021\Campbell Consultants.LLC Professional Services.doc:12/10/20212:20 PM] 1 DocuSign Envelope ID: D379C9F9-2EE2-4335-A2F0-0AE1DED7B9D4 Campbell Consulting,LLC Utilities Department-2022 Appropriation#01-6360-06 Fund;P.O.#W10112 Contract Not To Exceed$50,000.00 SECTION 3 CITY'S RESPONSIBILITIES 3.1 City shall provide such information as is reasonably necessary for Professional to understand the Services requested. 3.2 City shall provide all data required for provision of Services. Professional may assume that all data so provided is correct and complete. 3.3. City shall arrange for Professional to enter upon public and private property as reasonably required for Professional to perform the Services. 3.4 City shall designate payment of the Services from City budget appropriation number 01-6360-06 funds. 3.5 City shall designate the Mayor or his duly authorized representative to act on City's behalf on all matters regarding the Services. SECTION 4 PROFESSIONAL'S RESPONSIBILITIES 4.1 Professional shall perform the Services pursuant to the terms of this Agreement and within any applicable time and cost estimate. 4.2 Professional shall coordinate with City its performance of the Services. 4.3 Professional shall provide the Services by following and applying at all times reasonable and lawful standards as accepted in the industry. SECTION 5 COMPENSATION 5.1 Professional estimates that the total price for the Services to be provided to City hereunder shall be no more than Fifty Thousand Dollars ($50,000.00) (the "Estimate"). Professional shall submit an invoice to City no more than once every thirty (30) days for Services provided City during the time period encompassed by such invoice. Invoices shall be submitted on a form containing the same information as that contained on the Professional Services Invoice attached hereto as Exhibit B, incorporated herein by this reference. City shall pay Professional for all undisputed Services rendered and stated on such invoice within thirty five (35) days from the date of City's receipt of same. 5.2 Professional agrees not to provide any Services to City that would cause the total cost of same to exceed the Estimate,without City's prior written consent. [S:\Contracts/Departments\UNities/2021\Campbell Consultants.LLC Professional Services.doc:12/10/20212:20 PM] 2 DocuSign Envelope ID: D379C9F9-2EE2-4335-A2F0-0AE1DED7B9D4 Campbell Consulting,LLC Utilities Department-2022 Appropriation#01-6360-06 Fund;P.O.#W10112 Contract Not To Exceed$50,000.00 SECTION 6 TERM Unless otherwise terminated in accordance with the termination provisions set forth in Section 7.1 hereinbelow, this Agreement shall be in effect from the Effective Date through December 31, 2022, 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. SECTION 7 MISCELLANEOUS 7.1 Termination 7.1.1 The obligation to provide all or any portion of the Services under this Agreement may be terminated by City or Professional,without cause, upon thirty (30)days' notice. 7.1.2 The obligation to provide all or any portion of the Services under this Agreement may be terminated by City,for cause, immediately upon Professional's receipt of City's "Notice to Cease Services." 7.1.3 In the event of full or partial Agreement termination, and as full and complete compensation hereunder, Professional shall be paid for all such Services rendered and expenses incurred as of the date of termination that are not in dispute, except that such payment amount shall not exceed the Estimate. Disputed compensation amounts shall be resolved as allowed by law. 7.2 Binding Effect City and Professional, and their respective officers, officials, agents, partners and successors in interest are bound to the other as to all Agreement terms, conditions and obligations. 7.3 No Third Party Beneficiaries Nothing contained herein shall be construed to give rights or benefits to anyone other than the parties hereto. 7.4 Relationship The relationship of the parties hereto shall be as provided for in this Agreement, and neither Professional nor any of its agents, employees or contractors are City employees. Professional shall have the sole responsibility to pay to or for its agents, employees and contractors all statutory, contractual and other benefits and/or obligations as they become due. Professional hereby warrants and indemnifies City for and from any and all costs, fees, expenses and/or damages incurred by City as a result of any claim for wages, benefits or otherwise by any agent, employee or contractor of Professional regarding or related to the subject matter of this Agreement. This indemnification obligation shall survive the termination of this Agreement. [S:\Contracts\Departments\Utilities\2021\Campbell Consultants.LLC Professional Services.doc:12/10/20212:20 PM] 3 DocuSign Envelope ID: D379C9F9-2EE2-4335-A2F0-0AE1DED7B9D4 Campbell Consulting,LLC Utilities Department-2022 Appropriation#01-6360-06 Fund;P.O.#W10112 Contract Not To Exceed$50,000.00 7.5 Insurance 7.5.1 Professional shall, as a condition precedent to this Agreement, purchase and thereafter maintain such insurance as will protect it and City from the claims set forth below which may arise out of or result from Professional's operations under this Agreement, whether such operations be by Professional or by its subcontractors or by anyone directly or indirectly employed by any of them, or by anyone directly for whose acts any of them may be liable: 1) Claims under Worker's Compensation and Occupational Disease Acts, and any other employee benefits acts applicable to the performance of the work; 2) Claims for damages because of bodily injury and personal injury, including death, and; 3) Claims for damages to property. Professional's insurance shall be not less than the amounts shown below: A. Commercial General Liability (Occurrence Basis) Bodily Injury, personal injury, property damage, Contractual liability, product/completed operations Each Occurrence Limit $1,000,000.00 Damage to Rented Premises $100,000.00 (each occurrence) Medical Expense Limit $5,000.00 Personal and Advertising Injury Limit $500,000.00 General Aggregate Limit $2,000,000.00 (Other than Products Completed Operations) NOTE: GENERAL AGGREGATE TO APPLY PER PROJECT Products/Completed Operations $1,000,000.00 B. Auto Liability $1,000,000.00 (combined single limit) (owned, hired & non-owned) Bodily injury& property damage $1,000,000.00 each accident [S:\Contracts/Departments\UNities/2021\Campbell Consultants.LLC Professional Services.doc:12/10/20212:20 PM] 4 DocuSign Envelope ID: D379C9F9-2EE2-4335-A2F0-0AE1DED7B9D4 Campbell Consulting,LLC Utilities Department-2022 Appropriation#01-6360-06 Fund;P.O.#W10112 Contract Not To Exceed$50,000.00 C. Excess/Umbrella Liability $2,000,000 (each occurrence and aggregate) D. Worker's Compensation & Disability Statutory E. Employer's Liability: Bodily Injury by Accident/Disease: $100,000 each employee Bodily Injury by Accident/Disease: $250,000 each accident Bodily Injury by Accident/Disease: $500,000 policy limit F. Professional Liability Insurance. The Professional shall carry and maintain during the continuance of this Agreement, professional liability insurance in the amount of $2,000,000 for single limit claims and $3,000,000 in the aggregate. The Professional's policy of insurance shall contain prior acts coverage sufficient to cover all Services performed by the Professional for this Project. Upon City's request, Professional shall give prompt written notice to City of any and all claims made against this policy during the period in which this policy is required to be maintained pursuant to this Agreement. If the insurance is written on a claims-made basis and coverage is cancelled at any time, the Professional will obtain, at its cost, an extended reporting endorsement which provides continuing coverage for claims based upon alleged acts or omissions during the term of the Agreement until all applicable statute of limitation periods have expired. 7.5.2 Professional shall provide the City with a certificate of insurance, naming the City as an "additional insured," showing such coverage then in force (but not less than the amount shown above) shall be filed with City prior to commencement of any work. These certificates shall contain a provision that the policies and the coverage afforded will not be canceled until at least thirty (30) days after written notice has been given to City. 7.5.3 Professional may, with the prior approval of the City, substitute different types of coverage for those specified if the total amount of required protection is not reduced. Professional shall be responsible for all deductibles. 7.5.4 Nothing in the above provisions shall operate as or be construed as limiting the amount of liability of Professional to the above enumerated amounts. 7.6 Liens Professional shall not cause or permit the filing of any lien on any of City's property. In the event such a lien is filed and Professional fails to remove it within ten (10) days after the date of filing, City shall have the right to pay or bond over such lien at Professional's sole cost and expense. [S:\Contracts\Departments\UNities\2021\Campbell Consultants.LLC Professional Services.doc:12/10/20212:20 PM] 5 DocuSign Envelope ID: D379C9F9-2EE2-4335-A2F0-0AE1DED7B9D4 Campbell Consulting,LLC Utilities Department-2022 Appropriation#01-6360-06 Fund;P.O.#W10112 Contract Not To Exceed$50,000.00 7.7 Default In the event Professional: (a) repudiates, breaches or defaults under any of the terms or conditions of this Agreement, including Professional's warranties; (b) fails to perform the Services as specified; (c) fails to make progress so as to endanger timely and proper completion of the Services and does not correct such failure or breach within five (5) business days after receipt of notice from City specifying same; or (d) 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 terminate all or any part of this Agreement, without liability to Professional and to exercise any other rights or remedies available to it at law or in equity. 7.8 Government Compliance Professional agrees to comply with all laws, executive orders, rules and regulations applicable to Professional's performance of its obligations under this Agreement, all relevant provisions of which being hereby incorporated herein by this reference, to keep all of Professionals' required professional licenses and certifications valid and current, and to indemnify and hold harmless City from any and all losses, damages, costs, liabilities, damages, costs and attorney fees resulting from any failure by Professional to do so. This indemnification obligation shall survive the termination of this Agreement. 7.9 Indemnification Professional shall indemnify and hold harmless City and its officers, officials, employees and agents from all losses, liabilities, claims,judgments and liens, including, but not limited to, all damages, costs, expenses and attorney fees arising out of any intentional or negligent act or omission of Professional and/or any of its employees, agents or contractors in the performance of this Agreement. This indemnification obligation shall survive the termination of this Agreement. 7.10 Discrimination Prohibition Professional represents and warrants that it and each of its employees, agents and contractors shall comply with all existing and future laws prohibiting discrimination against any employee, applicant for employment and/or other person in the subcontracting of work and/or in the performance of any Services contemplated by this Agreement with respect to hire, tenure, terms, conditions or privileges of employment or any matter directly or indirectly related to employment, subcontracting or work performance hereunder because of race, religion, color, sex, handicap, national origin, ancestry, age, disabled veteran status or Vietnam era veteran status. This indemnification obligation shall survive the termination of this Agreement. [S:\Contracts\Departments\UNities\2021\Campbell Consultants.LLC Professional Services.doc:12/10/20212:20 PM] 6 DocuSign Envelope ID: D379C9F9-2EE2-4335-A2F0-0AE1DED7B9D4 Campbell Consulting,LLC Utilities Department-2022 Appropriation#01-6360-06 Fund;P.O.#W10112 Contract Not To Exceed$50,000.00 7.11 E-Verify Pursuant to I.C. § 22-5-1.7 et seq., Professional shall enroll in and verify the work eligibility status of all of its newly-hired employees using the E-Verify program, if it has not already done so as of the date of this Agreement. Professional is further required to execute the attached Affidavit, herein referred to as Exhibit C, which is an Affidavit affirming that: (i) Professional is enrolled and is participating in the E-verify program, and (ii) Professional does not knowingly employ any unauthorized aliens. This Addendum incorporates by reference, and in its entirety, attached Exhibit C. In support of the Affidavit, Professional shall provide the City with documentation that it has enrolled and is participating in the E-Verify program. This Agreement shall not take effect until said Affidavit is signed by Professional and delivered to the City's authorized representative. Should Professional subcontract for the performance of any work under this Addendum, the Professional shall require any subcontractor(s) to certify by affidavit that: (i) the subcontractor does not knowingly employ or contract with any unauthorized aliens, and (ii) the subcontractor has enrolled and is participating in the E-verify program. Professional shall maintain a copy of such certification for the duration of the term of any subcontract. Professional shall also deliver a copy of the certification to the City within seven (7)days of the effective date of the subcontract. If Professional, or any subcontractor of Professional, knowingly employs or contracts with any unauthorized aliens, or retains an employee or contract with a person that the Professional or subcontractor subsequently learns is an unauthorized alien, Professional shall terminate the employment of or contract with the unauthorized alien within thirty (30)days ("Cure Period"). Should the Professional or any subcontractor of Professional fail to cure within the Cure Period, the City has the right to terminate this Agreement without consequence. The E-Verify requirements of this Agreement will not apply, should the E-Verify program cease to exist. 7.12 Severability If any provision of this Agreement is held to be invalid, illegal or unenforceable by a court of competent jurisdiction, that provision shall be stricken, and all other provisions of this Agreement that can operate independently of same shall continue in full force and effect. 7.13 Notice Any notice, invoice, order or other correspondence required or allowed to be sent pursuant to this Agreement shall be written and either hand-delivered or sent by prepaid U.S. certified mail, return receipt requested, addressed to the parties as follows: CITY: City of Carmel City of Carmel Utilities Department Office of Corporation Counsel 3450 W 131st Street One Civic Square Carmel, Indiana 46074 Carmel, Indiana 46032 [S:\Contracts\Departments\UNities\2021\Campbell Consultants.LLC Professional Services.doc:12/10/20212:20 PM] 7 DocuSign Envelope ID: D379C9F9-2EE2-4335-A2F0-0AE1DED7B9D4 Campbell Consulting,LLC Utilities Department-2022 Appropriation#01-6360-06 Fund;P.O.#W10112 Contract Not To Exceed$50,000.00 PROFESSIONAL: Campbell Consulting, LLC 11832 Bills Ave Fishers, Indiana 46037 Notwithstanding the above, City may orally provide to Professional any notice required or permitted by this Agreement, provided that such notice shall also then be sent as required by this paragraph within ten (10) business days from the date of such oral notice. 7.14 Effective Date The effective date ("Effective Date") of this Agreement shall be the date on which the last of the parties hereto executes same. 7.15 Governing Law; Lawsuits This Agreement shall be governed by and construed in accordance with the laws of the State of Indiana, except for its conflict of laws provisions, as well as by all ordinances and codes of the City of Carmel, Indiana. The parties agree that, in the event a lawsuit is filed hereunder, they waive any right to a jury trial they may have, agree to file 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. 7.16 Waiver Any delay or inaction on the part of either party in exercising or pursuing its rights and/or remedies hereunder or under law shall not operate to waive any such rights and/or remedies nor in any way affect the rights of such party to require such performance at any time thereafter. 7.17 Non-Assignment Professional shall not assign or pledge this Agreement nor delegate its obligations hereunder without City's prior written consent. 7.18 Entire Agreement This Agreement contains the entire agreement of and between the parties hereto with respect to the subject matter hereof, and no prior agreement, understanding or representation pertaining to such subject matter, written or oral, shall be effective for any purpose. No provision of this Agreement may be amended, added to or subtracted from except by an agreement in writing signed by both parties hereto and/or their respective successors in interest. To the extent any provision contained in this Agreement conflicts with any provision contained in any exhibit attached hereto, the provision contained in this Agreement shall prevail. [S:\Contracts/Departments\UNities/2021\Campbell Consultants.LLC Professional Services.doc:12/10/20212:20 PM] 8 DocuSign Envelope ID: D379C9F9-2EE2-4335-A2F0-0AE1DED7B9D4 Campbell Consulting,LLC Utilities Department-2022 Appropriation#01-6360-06 Fund;P.O.#W10112 Contract Not To Exceed$50,000.00 7.19 Representation and Warranties Each party hereto represents and warrants that it is authorized to enter into this Agreement and that any person or entity executing this Agreement on behalf of such party has the authority to bind such party or the party which they represent, as the case may be. 7.20 Headings All headings and sections of this Agreement are inserted for convenience only and do not form a part of this Agreement nor limit, expand or otherwise alter the meaning of any provision hereof. 7.21 Advice of Counsel The parties warrant that they have read this Agreement and fully understand it, have had an opportunity to obtain the advice and assistance of counsel throughout the negotiation of same, and enter into same freely, voluntarily, and without any duress, undue influence or coercion. 7.22 Copyright City acknowledges that various materials which may be used and/or generated by Professional in performance of Services, including forms, job description formats, comprehensive position questionnaire, compensation and classification plan and reports are copyrighted. City agrees that all ownership rights and copyrights thereto lie with Professional, and City will use them solely for and on behalf of its own operations. City agrees that it will take appropriate action with its employees to satisfy its obligations with respect to use, copying, protection and security of Professional's property. 7.23 Personnel Professional represents that it has, or will secure at its own expense, all personnel required in performing the services under this agreement. Such personnel shall not be employees of or have any contractual relationship with City. All of the services required hereunder will be performed by Professional or under his supervision and all personnel engaged in the work shall be fully qualified to perform such services. 7.24 Records and Inspections Professional shall maintain full and accurate records with respect to all matters covered under this agreement for three (3) years after the expiration or early termination of this Agreement. City shall have free access at all proper times to such records and the right to examine and audit the same and to make transcripts there from, and to inspect all program data, documents, proceedings and activities. [S:\Contracts\Departments\Utilities\2021\Campbell Consultants.LLC Professional Services.doc:12/10/20212:20 PM] 9 DocuSign Envelope ID: D379C9F9-2EE2-4335-A2F0-0AE1DED7B9D4 Campbell Consulting,LLC Utilities Department-2022 Appropriation#01-6360-06 Fund;P.O.#W10112 Contract Not To Exceed$50,000.00 7.25 Accomplishment of Project Professional shall commence, carry on, and complete the project with all practicable dispatch, in a sound economical and efficient manner, in accordance with the provisions thereof and all applicable laws. In accomplishing the project, Professional shall take such steps as are appropriate to ensure that the work involved is properly coordinated with related work being carried on within City's organization. 7.26 Debarment And Suspension 7.26.1 The Professional certifies by entering into this Agreement that neither it nor its principals nor any of its subcontractors are presently debarred, suspended, proposed for debarment, declared ineligible or voluntarily excluded from entering into this Agreement by any federal agency or by any department, agency or political subdivision of the State of Indiana. The term "principal"for purposes of this Agreement means an officer, director, owner, partner, key employee or other person with primary management or supervisory responsibilities, or a person who has a critical influence on or substantive control over the operations of the Professional. 7.26.2 The Professional certifies that it has verified the state and federal suspension and debarment status for all subcontractors receiving funds under this Agreement and shall be solely responsible for any recoupment, penalties or costs that might arise from use of a suspended or debarred subcontractor. The Professional shall immediately notify the City if any subcontractor becomes debarred or suspended, and shall, at the City's request, take all steps required by the City to terminate its contractual relationship with the subcontractor for work to be performed under this Agreement. 7.27 Access to Public Records Act Professional understands and agrees that any"public record", as that term is defined in Indiana Code 5-14-3- 2(m), as amended, that is related to the subject matter of this Agreement, whether the same is in the possession or control of the Professional or the City, shall be subject to release under and pursuant to the provisions of Indiana's Access to Public Records Act, as codified in Indiana Code 5-14-3-1, et seq., as amended. 7.28 Iran Certification Pursuant to I.C. § 5-22-16.5, the Professional shall certify that, in signing this Agreement, it does not engage in investment activities within the Country of Iran. [S:\Contracts\Departments\UNities\2021\Campbell Consultants.LLC Professional Services.doc:12/10/20212:20 PM] 10 DocuSign Envelope ID: D379C9F9-2EE2-4335-A2F0-0AE1DED7B9D4 Campbell Consulting,LLC Utilities Department-2022 Appropriation#01-6360-06 Fund;P.O.#W10112 Contract Not To Exceed$50,000.00 IN WITNESS WHEREOF, the parties hereto have made and executed this Agreement as follows: CITY OF CARMEL, INDIANA Campbell Consulting, LLC by and through its Board of Public Works and Safety BY: BY: Digitally signed by Clifford D Campbell *Mayor Not Present* Clifford D Campbell 2a`ncffc°4Dbeli9,P2b41,z7.1m,c=US Date:2021.12.13 12:29:40-05'00' James Brainard, Presiding Officer Authorized Signature Date: Printed Name: Clifford D Campbell CDocuSigned by: Nta�y itu f°> c Title: President, Campbell Consulting, LLC M r P 1/6/2022e, Member 82-2438054 Date: FID/TIN: i—DocuSigned by: Last Four of SSN if Sole Proprietor: 4041 (°riFp�w�+� 0� 12/13/2021 `—LV11318.4W.:'son, Member Date: Date: 1/6/2022 ATTEST: l DocuSigned by: Soc WuC 5 ,il jzg, Clerk 2 Date: [S:\Contracts/Departments\UNities/2021\Campbell Consultants.LLC Professional Services.doc:12/10/20212:20 PM] 11 DocuSign Envelope ID: D379C9F9-2EE2-4335-A2F0-0AE1DED7B9D4 i a it visions into solutins so utions Into reality 1(1 Campbell Consulting, LLC Carmel Utilities EngineeringSupport Clifford Campbell 12-9-2021 DocuSign Envelope ID: D379C9F9-2EE2-4335-A2F0-0AE1DED7B9D4 el I 41 BELL Carmel Utilities Engineering Support Proposal Date: 12.09.2021 Rev.3 P-07152021-3 Carmel Utilities Engineering Support Page 1 DocuSign Envelope ID: D379C9F9-2EE2-4335-A2F0-0AE1DED7B9D4 COI 11S TIINII Carmel Utilities Engineering Support Proposal Date: 12.09.2021 Rev.3 Table of Contents 1. INTRODUCTION 3 1.1 Proposal Overview 3 1.2 Rate Definitions 3 2. Commercial 4 2.1 Deliverables & Pricing 4 2.2 Payment Terms and Milestones 4 2.3 Travel Time and Expenses 5 2.4 Taxes and Duties 5 2.5 Terms and Conditions 5 2.6 Copyright and Intellectual Property 5 3. Acceptance 6 P-07152021-3 Carmel Utilities Engineering Support Page 2 DocuSign Envelope ID: D379C9F9-2EE2-4335-A2F0-0AE1DED7B9D4 Zw,u dt,tonmtn: m7 COCOIII1SULTINI`b Carmel Utilities Engineering Support Proposal Date: 12.09.2021 Rev.3 DOCUMENT HISTORY Document Number Ver# Description Effective Date P-07152021-1 1 Initial Draft 07/15/2021 P-07152021-2 2 Clarification of commercial terms 12/8/2021 Modified Intellectual property P-07152021-3 3 12/9/2021 section 1. INTRODUCTION 1.1 Proposal Overview The purpose of this proposal is to establish rates for professional labor services in the form of continued engineering support of Carmel Utilities(as they see fit)through calendar year 2022.This is being offered on a per hour basis with no expected minimum monthly usage. 1.2 Rate Definitions The scope of this project is to support the SCADA needs of the Carmel Utilities Water through several of the following efforts;system design, programming,and maintenance of ICS systems. Regular engineering support shall be defined as during normal business hours 8:00 AM — 5:00 PM, Monday through Friday and shall be scheduled at least 24 hours in advance. No mileage or travel time will be charged for normal engineering support. Emergency engineering support shall be defined as outside of the normal business hours defined above and is on an immediate call-out basis with an expected response time of 4 hours or less. Emergency call-out support is billed at a 4-hour minimum,with mileage charged on a portal-to-portal basis,and travel time charged on a portal- to-site basis. P-07152021-3 Carmel Utilities Engineering Support Page 3 DocuSign Envelope ID: D379C9F9-2EE2-4335-A2F0-0AE1DED7B9D4 U�� VI iJ BELL COI,L 5 LTII i'` Carmel Utilities Engineering Support Proposal Date: 12.09.2021 Rev.3 Phone support and remote access support will be billed as time worked with no minimum at the appropriate rate. 2. COMMERCIAL This pricing is offered as described herein and is valid through December 31, 2022. 2.1 Deliverables & Pricing The following line items represent the complete offering of this proposal. Item Rate Normal Engineering Support $100.00/hour Emergency Engineering Support $135.00/hour Mileage rate—portal to portal $0.58/mile Travel rate—portal to site $135.00/hour 2.2 Payment Terms and Milestones Invoices will be submitted on a monthly basis. Unless otherwise expressly stated in Campbell Consulting' acceptance, payment is due forty-five (45) days from invoice date. Payment of invoices is in no case subject to unilateral discounting or offsets by Client. If Client fails to pay undisputed invoiced amounts within (60) calendar days from invoice date, Campbell Consulting may then at any time, without waiving any claims or incurring any liability, suspend work in progress. All claims, disputes, or controversies arising out of, or in relation to the interpretation, application or enforcement of this Agreement shall be decided by arbitration in accordance with the then-most current rules of the American Arbitration Association, if the parties mutually agree. If this is disagreeable,then any attorney's fees or other costs incurred in collecting any delinquent amount shall be paid by Client. P-07152021-3 Carmel Utilities Engineering Support Page 4 DocuSign Envelope ID: D379C9F9-2EE2-4335-A2F0-0AE1DED7B9D4 BELL COI L5ULTll i'`b Carmel Utilities Engineering Support Proposal Date: 12.09.2021 Rev.3 2.3 Travel Time and Expenses During normal engineering support hours, no travel or mileage will be billed. During emergency engineering support services, Campbell Consulting will bill for mileage at the IRS allowed limit of$0.58 per mile portal to portal (both ways) and time traveled portal to site. 2.4 Taxes and Duties Campbell Consulting' prices do not include any applicable sales, use, excise or similar taxes, which Campbell Consulting may now or hereafter be required to pay or collect. 2.5 Terms and Conditions Proposal is subject to Campbell Consulting's Standard Terms and Conditions. 2.6 Copyright and Intellectual Property Campbell Consulting, Inc. shall retain all right,title and interest in all intellectual property including but not limited to programming concepts developed by Campbell Consulting, Inc. Purchaser shall retain all rights, including intellectual property to any modifications or additions to the software developed by the Purchaser. Customer will purchase all software and licenses. Customer will retain sole ownership of completed Scada programs, graphics, and communication methods.These Scada systems as a whole are to be treated as confidential and not copied or shared with other Customers. P-07152021-3 Carmel Utilities Engineering Support Page 5 DocuSign Envelope ID: D379C9F9-2EE2-4335-A2F0-0AE1DED7B9D4 �� VIiJ 1111 C ' I*BELL COI 11S TIINII Carmel Utilities Engineering Support Proposal Date: 12.09.2021 Rev.3 3. ACCEPTANCE Signature below shall signify notice to proceed with the establishment of business relations as stated within the body of this document and may not be appended, modified, or severed except as defined within his document. CLIENT Printed Name: Signature: Title: Offered by: Cliff Campbell President, Campbell Consulting, LLC P-07152021-3 Carmel Utilities Engineering Support Page 6 DocuSign Envelope ID: D379C9F9-2EE2-4335-A2F0-0AE1DED7B9D4 EXHIBIT B Invoice Date: Name of Company: Address &Zip: Telephone No.: Fax No.: Project Name: Invoice No. Purchase Order No: Goods Services Person Providing Date Goods/Services Provided Cost Per Hourly Total Goods/Services Goods/ (Describe each good/service Item Rate/ Service separately and in detail) Hours Provided Worked GRAND TOTAL Signature Printed Name DocuSign Envelope ID: D379C9F9-2EE2-4335-A2F0-0AE1DED7B9D4 EXHIBIT C AFFIDAVIT Clifford D Campbell , being first duly sworn, deposes and says that he/she is familiar with and has personal knowledge of the facts herein and, if called as a witness in this matter, could testify as follows: 1. I am over eighteen (18) years of age and am competent to testify to the facts contained herein. 2. I am now and at all times relevant herein have been employed by Campbell Consulting, LLC (the "Employer") in the position of President 3. I am familiar with the employment policies, practices, and procedures of the Employer and have the authority to act on behalf of the Employer. 4. The Employer is enrolled and participates in the federal E-Verify program and has provided documentation of such enrollment and participation to the City of Carmel, Indiana. 5. The Company does not knowingly employ any unauthorized aliens. FURTHER AFFIANT SAYETH NOT. EXECUTED on the 13th day of December , 2021 . Digitally signed by Clifford D Campbell Clifford D Campbell D"`n=CiffordDCampbell,°,°°, emilcliff.campbell912@qm 1com,c=US Date:2021.12.13 12:33:51-05'00' Printed:Clifford D Campbell I certify under the penalties for perjury under the laws of the United States of America and the State of Indiana that the foregoing factual statements and representations are true and correct. Digitally signed by Clifford D Campbell Clifford D Campbell email DN:cn=CliffordDcliff.campbe11912@gCampbell,maio,l.ocou, = m,c=US Date:2021.12.1 3 12:34:43-05'00' Printed: Clifford D Campbell DocuSign Envelope ID: D379C9F9-2EE2-4335-A2F0-OAE1DED7B9D4 City of Carmel INDIANA RETAIL TAX EXEMPT PAGE 1 �✓ CERTIFICATE NO. 003120155 002 0 PURCHASE ORDER NUMBER ONE CIVIC SQUARE W10112 FEDERAL EXCISE TAX EXEMPT CARMEL, INDIANA 46032 THIS NUMBER MUST APPEAR ON INVOICES,A/P 35-6000972 VOUCHER,DELIVERY MEMO,PACKING SLIPS, SHIPPING LABELS AND ANY CORRESPONDENCE. FORM APPROVED BY STATE BOARD OF ACCOUNTS FOR CITY OF CARMEL-1997 PURCHASE ORDER DATE DATE REQUIRED REQUISITION NO. ' VENDOR NO. DESCRIPTION 12/9/2021 376225 CAMPBELL CONSULTING LLC CARMEL WATER OPERATIONS VENDOR 11832 BILLS AVE SHIP 3450 W 131st STREET FISHERS IN 46037 TO CARMEL, IN 46074 CONFIRMATION BLANKET CONTRACT PAYMENT TERMS FREIGHT ......._ QUANTITY UNIT OF MEASURE DESCRIPTION UNIT PRICE EXTENSION 1. 00 Each ENGINEERING SERVICES 50, 000. 00 50, 000 . 00 01-6360-06 PLEASE INVOICE IN DUPLICATE Credit 0 .00 Department Account Project I Project Account AMOUNT PAYMENT 50, 000 . 00 SHIPPING INSTRUCTIONS *A/P VOUCHER CANNOT BE APPROVED FOR PAYMENT UNLESS THE P.O. NUMBER IS MADE A PART OF THE VOUCHER AND EVERY INVOICE AND *SHIP PREPAID VOUCHER HAS THE PROPER SWORN AFFADAVIT ATTACHED *C.O.D.SHIPMENTS CANNOT BE ACCEPTED *I HEREBY CERTIFY THAT THERE IS AN OBLIGATED BALANCE IN *PURCHASE ORDER NUMBER MUST APPEAR ON ALL THIS APPROPRIATION SUFFICIENT TO PAY FOR T E ABOVE ORDER. SHtPPING LABELS *I HIS ORDER ISSUED IN COMPLIANCE WITH CHAPTER 99,ACTS 1945 AND ACTS AMENDATORY THEREOF AND SUPPLEMENT THERETO. ORDERED BY TITLE DOCUMENT CONTROL NO. W10112 CLERK-TREASURER