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Ace Technologies/Utilities ACE TECHNOLOGIES ti.ilities Dept..'- 2003 Appropriation#01-1050-96;P.o.#W0a719 APPROVED, AS TO Contract Not To Exceed$15,000.00 FORM BY• ar 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 ACE Technologies, LLC (hereinafter"Professional"). RECITALS WHEREAS City owns and is responsible for its public works, its public sewer and water systems, and its infrastructure; and WHEREAS, from time to time, City needs additional outside engineering services relating to its municipal water utility and system (the "Services") to assist it in fulfilling its foregoing responsibilities; and WHEREAS, Professional is experienced in providing and desires to provide to City the 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, the scope of which shall be as requested and defined by the Mayor or his duly authorized representative and attached hereto in the order approved by City. 2.3 Time is of the essence of this Agreement. (eb'.msworE:z\Uwe bauVoy Mcumas\',miasmal services\uilhies ENtW.e 1¢M1mluyinEcc.I2/4N2] ACE TECHNOLOGIES Utilities Dept.'- 2003 Appropriation#01-1050-96;P.O.#W04719 Contract Not To Exceed$15,000.00 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 arrange for Professional to enter upon public and private property as reasonably required for Professional to perform the Services. 3.3 City shall designate payment of the Services from City budget appropriation number 01-1050-96 funds. 3.4 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 Fifteen Thousand Dollars ($15,000.00) (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 sixty(60) days from the date of City's receipt of same, or be subject to a late charge of one percent (1%) of such unpaid and undisputed invoice amount for each month same remains unpaid. 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. SECTION 6. TERM Subject to the termination provisions set forth in Section 7.1 hereinbelow, this Agreement shall be in effect from its Effective Date through December 31, 2003, and shall thereafter, on the first day of January in each subsequent year, automatically renew for a period of one (1)year. im:mowodz\lawe bass soy aooun�lo\profcnsiosw semec oaim00 depiluso-<nnoW6iev aoc:11<ro]7 2 ACE TECHNOLOGIES Utilities Dept. "- 2003 Appropriation#01-1050-96;P.O.#W04719 Contract Not To Exceed$15,000.00 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. [tb-ws.OTd.Jawknsssbmraasmmusnmraaand swm«,wwoaa nsyiWsss [omr«noe.svamz] 3 ACE TECHNOLOGIES Utilities Dept. '- 2003 Appropriation#01-1050-96;P.O.#W04719 Contract Not To Exceed$15,000.00 7.5 Insurance. Professional shall procure and maintain with an insurer licensed to do business in the State of Indiana such insurance as is necessary for the protection of City and Professional from all claims under workers' compensation, occupational disease and/or unemployment compensation acts, because of errors and omissions, because of bodily injury, including, but not limited to, the personal injury, sickness, disease, or death of any of Professional's employees, agents or contractors and/or because of 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 on attached Exhibit C. Such insurance policies shall not be canceled without thirty(30) days' prior written notice to City. 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. 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 present and future laws, executive orders, rules and regulations applicable to Professional's performance of its obligations under this Agreement, and all relevant provisions thereof are incorporated herein by this reference, and Professional agrees to indemnify and hold harmless City from any and all losses, damages, costs, attorney fees and/or liabilities resulting from any violation of same. This indemnification obligation shall survive the termination of this Agreement. [<h:mswoN.z Wine bass'my documau;Opkedoial services\auliues&pi\ace trchnalogies.doe:l V4/02) 4 ACE TECHNOLOGIES Utilities Dept. '- 2003 Appropriation#01-1050-96;P.O.#W04719 Contract Not To Exceed$15,000.00 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. 7.11 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 which can operate independently of same shall continue in full force and effect. 7.12 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 One Civic Square Carmel, IN 46032 ATTN: John Duffy,Director of Utilities Department (with a copy to the City Attorney, Department of Law, same address) PROFESSIONAL: ACE Technologies, LLC 8116 Castle Lake Road Indianapolis, Indiana 46256 ATTN: Eric Armstrong, Controls Engineer Im:m,,.om, .bass1myd.Cummu\pm4.ssionul services addles awttvmwuset aoc I2/4/021 5 ACE,TECHNOLOGIES Utilities Dept. '- 2003 Appropriation#01-1050-96;P.O.#W04719 Contract Not To Exceed$15,000.00 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. 7.13 Effective Date. The effective date ("Effective Date") of this Agreement shall be the date on which the last of the parties hereto executes same. 7.14 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. 7.15 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. 7.16 Non-Assignment. Professional shall not assign or pledge this Agreement nor delegate its obligations hereunder without City's prior written consent. 7.17 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. 7.18 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. [ebmswNmvawk bass\mr accumrnu'emfSdonal svvkcs\utlitis deg ace t,chnuatllendm:124/O2 6 ACE TECHNOLOGIES Utilities Dept. '- 2003 Appropriation#01-1050-96;P.O.#W04719 Contract Not To Exceed$15,000.00 7.19 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. 7.20 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. IN WITNESS WHEREOF, the parties hereto have made and executed this Agreement as follows: CITY OF CARMEL, INDIANA ACE TECHNOLOGIES, LLC by and through its Board of Public Works and Safety BY: BY: 4 61174. ii[eoh-mot Ydmes Brainard, Presiding Officer Authorized Signature Date: /` /.s • 03 Printed Name: Eric bats'hal Title: ntro /r sneer Mary Ann B rke, Member �o / Sit� Date. "---0 FID/TIN: 63- Or77362 on S. W , Member SSN if Sole Proprietor: I f,SIC-5 Date: /2/////i2 ATT T: • i Diana Cordray, C Clerk-Treasurer Date: [c'.mcword:z\6w¢bassty documents professional sa\4c&milities deptace lxbnologies.d¢:12IOM21 7 Contractual Proposal Prepared for: Water Treatment Utilities City of Carmel Prepared by: Eric Armstrong ACE Technologies, LLC 11.4 � 6-69 TABLE OF CONTENTS 1 INTRODUCTION 3 2 MASTER CONTROLS SCHEME 4 2.1 System Overview 4 2.2 Implementation Milestones 5 3 BENEFITS 6 4 CONCLUSION 7 ACE Technologies, LLC 8/9/2002 2 of/ 1 Introduction The Water Treatment Utilities of the City of Carmel is a well established, yet rapidly growing municipal. Presently,this municipal operates four water plants, twenty well sites and two water towers with future plans to almost double its coverage area through the purchase of territory currently held by Indianapolis Water Company (IWC). Regardless of the IWC purchase, the Water Treatment Utilities has many electrical control systems that help provide the City of Carmel with drinking water. Several of these systems were not properly installed and/or appropriately maintained in order to allow the water treatment plants to function correctly and efficiently. These outstanding issues must be addressed and resolved to allow easier integration of future expansions to the Water Treatment Utilities. A master controls scheme for the Water Treatment Utilities was presented to the City of Carmel today with hopes to provide never seen operational data, greater functionality,better accessibility and easier integration of new installations. In order to implement the new controls scheme and maintain existing systems simultaneously, additional resources will be needed; resources that the City of Carmel does not currently possess. A Technologies, p W Tm U include a request for additionalLLC funds fromropose the Citythatthe of Carmelater to reat contract two tilities controls engineers from ACE Technologies, LLC to provide engineering services to implement the new master controls scheme, maintain existing control systems and provide support for future expansions. yEA ACE Technologies, LLC 8/9/2002 3 ofSf 2 Master Controls Scheme 2.1 System Overview Master Controls _._.__.__.__.__.____.- i RSViev.62 Scheme Plant#5 Works: Active 'I Display Server l i ecotype; i IT Department 1 ram Field RSVier/32 And WebServer i i Engineer i Microsoft i Runttne ,; i i t SQL Server ! .> •i Ira ,� r 1 RSLogi i , ^^'a r I va ii i 1 —i i view a Fr I) I er 3 Wells and Towers li ; F I ` ' t L i i I j i PAW i Hei ! ! Field-�i it i L •.:.eK I I +.. 4 OHt ( I i 1.414.41/4_...._ fl9 Ehernd dett Radio Radio il Reidrat` its if !! Field i i Field Ii Field ,. - i i 1 i ! i ` i! i t Internet Internet i i 'i i 1! h Explorer Explorer' t ri i i ii i .7 t i ri Ii i, ii i 6 Ii ilk ' ,lil r i �^° ii ,t I Loa+ i tii ;'Lan! e _ . !Lab( k i! Lab! it it _ I t ii Office k +'i*w ! rtv + /,, iii IOffice .i OtAoe Nor ! ,,,ra I i „r I i 5C'^.. tv. ,' i ti i i Plant# Plane Plan#4 i! YPlant#1_._l iC3ffice and Home .1 Figure 1 c1p 8/9/2002 4 of? ACE Technologies, LLC 2.2 Implementation Milestones The master controls scheme shown in Figure 1 has several milestones that are needed to implement the system properly and they are listed below. 1) Plant#4 Controls Upgrade—Requires the addition of a personal computer hosting RSView32 Runtime software. New PLC and graphical code must be developed for the plant locally, as well as,new PLC code for the communications to Plant#5. On-site engineering support would be required during start-up. 2) Plant#5 Controls Upgrade—Requires one personal computer hosting RSView32 Runtime software and another personal computer hosting RSView32 Works software. RSView32 Works will be used to develop the graphics for Plant #4 and Plant#5. The new PLC code that has already been started must be finished along with the development of new graphics. 3) Well and Tower Upgrades—Requires PLC code to be updated at all well and tower sites to work with the new PLC program at Plant#5. New graphics will be developed using RSView32 Works. Depending on well security issues, I/O might have to be added to accommodate the added sensors. 4) Plant#5 Expansion —Requires electrical design and the addition of PLC and graphical code. Also, on-site engineering support during electrical installations would have its advantages. 5) 136`h St. Booster Station Upgrade—Requires electrical design and the addition of PLC and graphical code, locally and remotely. 6) Plant#3 Controls Upgrade—Requires electrical re-design of existing controls system. Will need a personal computer hosting RSView32 Runtime software. PLC code and graphical development, as well as, new PLC code for the communications to Plant#5 will be necessary. There is a large amount of work to be completed in a timely fashion and therefore the technical demands will outweigh the technical resources the Water Treatment Utilities has to provide. While concentrating on the above upgrades and expansion, it will be difficult to support the everyday tasks and unexpected maintenance problems that might occur to other areas of the water system. ACE ACE Technologies, LLC 8/9/2002 5 of`j 3 Benefits The Water Treatment Utilities of the City of Carmel will benefit greatly by using the engineering services proposed by ACE Technologies, LLC. These benefits are listed and explained in detail below to show why ACE Technologies, LLC is the right solution. 1) Quality of Engineering Services- Both engineers to be contracted to the Water Treatment Utilities are graduates from the school of electrical engineering from an accredited college and have a combined experience totaling more than 10 years. 2) Increased Engineering Support- With two engineers having entire system knowledge, 24 hour technical support can still be accommodated during personal vacations or illness. Also, during project development, the daily support for maintaining the current control systems will not be compromised. 3) On-Time Project Development - Two engineers on staff allows working on simultaneous tasks during project development; such as, developing PLC code and graphics code simultaneously to speed up development and start-up times. Meeting project deadlines will be very important when implementing the new master controls scheme. 4) Increased Project Management- Ace Technologies, LLC will enable the management of multiple projects at one time. During plant expansions or new construction, it is important to have a representative from the Water Treatment Utilities during electrical installation on-site. An on-site engineer can answer any electrical questions the electricians might have, as well as, monitor the installation of equipment to ensure satisfactory work is performed. AC1' 8/9/2002 6 of, ACE Technologies, LLC 4 Conclusion The Water Treatment Utilities has already established a solid foundation for its controls system and has shown the desire and willingness to make critical improvements to the system. These improvements will be vital to the expansion and maintainability of the Water Treatment Utilities. The City of Carmel has many opportunities to "gain", such as increased efficiency, accurate data acquisition, and improved maintainability. ACE Technologies, LLC will provide the means to take advantage of these opportunities. The master controls scheme has been conceived and the next step is to make it happen. By accepting this proposal, the City of Carmel will be taking the first step towards making this conception a reality. Together we, the City of Carmel and ACE Technologies, LLC, can establish the Water Treatment Utilities as the standard to which other utilities will be measured. NC 8/9/2002 7 of? ACE Technologies, LLC CONTROLS�\o0 & vie, 0 T"ECHNOLOG \ S Thursday,August 22,2002 Mr. Paul Pace City of Carmel 130 First Avenue S.W. Carmel, IN 46032 (317)571-2658 Regarding: ACE Technologies,US Hourly Rates Mr.Pace, ACE Technologies, LLC ("ACE") would like to take this opportunity to thank the City of Carmel for choosing us as the Water Treatment Utilities'systems integrator. ACE is excited to work with the Water Treatment Utilities'personnel to develop a flexibile,yet reliable control system. Many hours have been spent conceiving the desired control system for the water treatment system and now it is time to make it a reality. The controls upgrade at Water Treatment Plant#4 this fall and the system expansions at Water Treatment Plant#5 this winter will build a solid foundation upon which the rest of the water treatment system's controls will be built. As discussed previously, ACE will provide the necessary engineering labor to design, program, manage and implement the new controls scheme. Also, ACE will provide the shop labor needed to build new control panels for the system. Labor rates per required individual are defined below: • Up to 40 hours/week Greater than 40 hours/week Engineering $75.00 $112.50 Shop $35.00 $52.50 Sincerely, Eric Armstrong Controls Engineer Cc: Andre Guillaume 6 de NTROt s Nlir J� 7: �j 4' `.G tellinreTECHN©Ltd+ \�' Monday, November 18,2002 Mr.John Duffy City of Carmel One Civic Square Carmel, IN 46032 Regarding: Plant#5 Project Estimation Mr. Duffy, Upon your request during our meeting on Friday, November 15th, we have put together this project estimation for the design/development of the following Plant#5 projects. Plant#5 Expansion Controls Design Control Panel#6 Design • Electrical Design and Integration • Misc. Engineering and CAD Development Estimated Cost: $15,000.00 , Plant#5 Programming and Startup • Graphics Programming • PLC Programming • Well Site PLC Programming • System Testing • System Startup Estimated Cost: $75,000.00 Plant#5 Documentation and Database Development • WebServer • Database Configuration/Programming • System Operations Manuals Estimated Cost: $60,000.00 Sincerely, O Eric Armstrong ✓ Senior Engineer Cc: Andre Guillaume `7,29 EXHIBIT B Invoice Date: Name of Company: Address &Zip: Telephone No.: Fax No.: Project Name: Invoice 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 EXHIBIT C INSURANCE COVERAGES Worker's Compensation &Disability Statutory Limits Employer's Liability: Bodily Injury by Accident/Disease: $100,000 each employee accident each Bodily Injury by Accident/Disease: $250,000$ 0,000 each policy limit Bodily Injury by Accident/Disease: Property damage, contractual liability, products-completed operations: General Aggregate Limit (other than $1,000,000 Products/Completed Operations): $1,000,000 Products/Completed Operations: Personal & Advertising Injury ,000,000 Policy Limit: $$1 0,0 0 Each Occurrence Limit: $500,000 Fire Damage (any one fire): Medical Expense Limit(any one person): $ 5,000 Comprehensive Auto Liability(owned, hired and non-owned) Bodily Single Limit: $500,000 each accident Injury and property damage: $500,000 each accident$500,000Policy Limit: Umbrella Excess Liability Each occurrence and aggregate: $1,000,000 Maximum deductible: $ 10,000 c,. . . ,,. ,- ., .% �� CityofC . rmel 0 bid roN Cpn dIV '��7.ovOu00 January 16, 2003 Mr. Eric Armstrong ACE TECHNOLOGIES, LLC 8116 Castle Lake Road Indianapolis, IN 46256 RE: Agreement for Purchase of Goods and Services City of Carmel, Department of Utilities No. 01.15.03.01 Dear Mr. Armstrong: On January 15, 2003, the Board of Public Works and Safety approved the above-referenced contract to do business with your company. Enclosed is a fully executed copy of the Agreement for your records. Please review the attached sample Invoice, (Exhibit B of your contract). Although we do not require you to use this specific form, we do ask that you please submit the information requested on the sample invoice in a similar layout when submitting an invoice for services rendered. This format replaces any other form previously used by the City and is effective upon approval of your contract. Thank you for your cooperation. If you have any questions or concerns, please do not hesitate to contact me at 317.571.2628. Sincerely, ?Lana Sandra M. Johnson Deputy Clerk-Treasurer Enclosure --: ONE CIVIC SQUARE CARMEL,INDIANA 46032 317/571.2400