RedZone Robotics/Util/10,000/sewer line mapping RedZone Robotics
1 2012
Appropriation #01- 7360 -02 P.O. #S12066
Contract Not To Exceed $10,000.00
prpro {ect BY
4 f
AGREEMENT FOR PURCHASE OF GOODS AND SERVICES 6 II
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 RedZone Robotics, an entity duly authorized to do
business in the State of Indiana "Vendor").
TERMS AND CONDITIONS
1. ACKNOWLEDGMENT, ACCEPTANCE:
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.
2. PERFORMANCE:
City agrees to purchase the goods and /or services (the "Goods and Services from Vendor using City
budget appropriation number 01- 7360 -02 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 technical and
industry standards.
3. PRICE AND PAYMENT TERMS:
3.1 Vendor estimates that the total price for the Goods and Services to be provided to City hereunder
shall be no more than Ten Thousand Dollars ($10,000.00) (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 conformance 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.
3.2 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 thereof.
4. WARRANTY:
Vendor expressly warrants that the Goods and Services covered by this Agreement will conform to
those certain specifications, descriptions and /or quotations regarding same as were provided to
Vendor by City and /or by Vendor to and accepted by City, all of which documents are incorporated
herein by reference, and 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.
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RedZone Robotics
Utilities- 2012
Appropriation #01- 7360 -02 P.O. #512066
Contract Not To Exceed $10,000.00
5. TIME AND PERFORMANCE:
This Agreement shall become effective as of the last date on which a party hereto executes same "Effective
Date and both parties shall thereafter perform their obligations hereunder in a timely manner. Time is of the
essence of this Agreement.
6. DISCLOSURE AND WARNINGS:
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. At the time of the delivery of the Goods and Services provided hereunder, Vendor agrees to
furnish to City sufficient written warning and notice (including appropriate labels on containers and packing)
of any.hazardous material utilized in or that is a part of the Goods and Services.
7. LIENS:
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.
8. DEFAULT:
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 provide the Goods and Services as specified herein;
(c) fails to make progress so as to endanger timely and proper provision of the Goods and Services and does
not correct such failure or breach within five (5) business days (or such shorter period of time as is
commercially reasonable under the circumstances) after receipt of notice from City specifying such failure or
breach; or (d) becomes insolvent, is placed into 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; and (2) exercise all other rights
and remedies available to City at law and /or in equity.
9. INSURANCE AND INDEMNIFICATION:
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. Vendor shall
cause its insurers to name City as an additional insured on all such insurance policies, shall promptly provide
City, upon request, with copies of all such policies, and shall provide that such insurance policies shall not be
canceled without thirty (30) days prior notice to City. Vendor shall indemnify and hold harmless City from and
against any and all liabilities, claims, demands or expenses (including, but not limited to, reasonable attorney
fees) for injury, death and /or damages to any person or property arising from or in connection with Vendor's
provision of Goods and Services pursuant to or under this Agreement or Vendor's use of City property.
MIssrapps Miser Data Admia I A \ice hared\ProfSvcs Goods Svcs \NIIIU, \RED ZONE ROBOTICS Goods Se, iccsd- 10- 2012.doc:4/IOR012 1 :07 PM]
RedZone Robotics
r Utilities- 2012
Appropriation #01- 7360 -02 P.O. #S12066
Contract Not To Exceed $10,000.00
Vendor further agrees to indemnify, defend and hold harmless City and its officers, officials, agents and
employees from all claims and suits of whatever type, including, but not limited to, all court costs, attorney
fees, and other expenses, caused by any act or omission of Vendor and /or of any of Vendor's agents,
officers, employees, contractors or subcontractors in the performance of this Agreement. These
indemnification obligations shall survive the termination of this Agreement.
10. GOVERNMENT COMPLIANCE:
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. Vendor agrees to indemnify and hold harmless
City from any loss, damage and /or liability resulting from any such violation of such laws, orders, rules,
regulations and codes. This indemnification obligation shall survive the termination of this Agreement.
11. NONDISCRIMINATION:
Vendor represents and warrants that it and all of its officers, employees, agents, contractors and
subcontractors shall comply with all 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 matter 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.
12. E- VERIFY
Pursuant to I.C. 22 -5 -1.7 et seq., Company 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. Company is further required to execute the attached Affidavit, herein referred to as "Exhibit D
which is an Affidavit affirming that: (i) Company is enrolled and is participating in the E- verify program, and
(ii) Company does not knowingly employ any unauthorized aliens. This Addendum incorporates by reference,
and in its entirety, attached "Exhibit D." In support of the Affidavit, Company 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 Company and delivered to the City's authorized representative.
Should Company subcontract for the performance of any work under this Addendum, the Company
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. Company shall maintain a copy of such certification for the duration of the term of any
subcontract. Company shall also deliver a copy of the certification to the City within seven (7) days of the
effective date of the subcontract.
If Company, or any subcontractor of Company, knowingly employs or contracts with any
unauthorized aliens, or retains an employee or contract with a person that the Company or subcontractor
subsequently learns is an unauthorized alien, Company shall terminate the employment of or contract with
the unauthorized alien within thirty (30) days "Cure Period Should the Company or any subcontractor of
Company 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.
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RedZone Robotics
Utilities- 2012
Appropriation #01- 7360 -02 P.O. #S12066
Contract Not To Exceed $10,000.00
13. NO IMPLIED WAIVER:
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.
14. NON- ASSIGNMENT:
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.
15. RELATIONSHIP OF PARTIES:
The relationship of the parties hereto shall be as provided for in this Agreement, and neither Vendor nor any
of its officers, employees, contractors, subcontractors and agents are employees of City. The contract price
set forth herein shall be the full and maximum compensation and monies required of City to be paid to
Vendor under or pursuant to this Agreement.
16. GOVERNING LAW; LAWSUITS:
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.
17. SEVERABILITY:
If any term of this Agreement is invalid or unenforceable 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.
18. NOTICE:
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, return receipt requested, to the party to be notified at the address specified
herein:
If to City: City of Carmel AND Douglas C. Haney, City Attorney
One Civic Square Department of Law
Carmel, Indiana 46032 One Civic Square
ATTENTION: Carmel, Indiana 46032
If to Vendor: RedZone Robotics
11 43 Street
Pittsburgh, PA 15201
Telephone: 317- 270 -8028
E- Mail:bsimpkiss @redzone.com
ATTENTION: Brian Simpkiss
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.
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RedZone Robotics
Utilities- 2012
Appropriation #01- 7360 -02 P.O. #S12066
Contract Not To Exceed $10,000.00
19. TERMINATION:
19.1 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 the event of such termination, Vendor shall be entitled to
receive only payment for the undisputed invoice amount representing 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.
19.2 City may terminate this Agreement at any time upon thirty (30) days prior notice to Vendor. In the
event of such 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.
20. REPRESENTATIONS AND WARRANTIES
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.
21. ADDITIONAL GOODS AND SERVICES
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 City shall notify
Vendor of such additional goods and services desired, as well as the time frame in which same are to be
provided. 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.
22. TERM
Unless otherwise terminated in accordance with the termination provisions set forth in Paragraph 19
hereinabove, this Agreement shall be in effect from the Effective Date through December 31, 2012 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.
23. HEADINGS
All heading 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.
24. BINDING EFFECT
The parties, and their respective officers, officials, agents, partners, 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.
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RedZone Robotics
Utilities- 2012
Appropriation #01- 7360 -02 P.O. #S12066
Contract Not To Exceed $10,000.00
25. NO THIRD PARTY BENEFICIARIES
This Agreement gives no rights or benefits to anyone other than City and Vendor.
26. ADVICE OF COUNSEL:
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.
27. ENTIRE AGREEMENT:
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 supersedes all prior oral
or written representations and agreements regarding same. Notwithstanding any other term or condition set
forth herein, but subject to paragraph 16 hereof, to the extent any term or condition contained in any exhibit
attached to this Agreement or in any document referenced herein conflicts with any term or condition
contained in this Agreement, the term or condition contained in this Agreement shall govern 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 REDZONE ROBOTICS
by and through its Board of Public
Works and Safety
By: By:
A
J r. i ✓E
tmes Brainard, Presiding Offic -r Aut •rized Signatu'
Date: l ,..e,
Printed Name
Mary An Burke Member
Date: g law ma T
Title
Lori S. Wa o Member FID /TIN: 2 S- SS 7 6' l
Date: I t a--
Last Four of SSN if Sole Proprietor:
ATTEST:
Date: 4 ,F—X2
A_if y/ i
ana Cordray, IAMC ler Treasurer
Date: If 6
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Recd Zon
R O B O T 1 C S
April 4, 2012 Expiration date: April 20, 2012
Ed Wolfe
City of Carmel
9604 Hazel Dell Parkway
Carmel, IN 46280
RE: In City of Carmel Y.E.S. Your Entire System Pilot Project Introduction
OPP- 103144
Dear Ed,
Thank you for your interest in RedZone Robotics. We are pleased to submit our pilot project proposal for
our Y.E.S. Your Entire System program that is positively changing the way wastewater managers go
about gathering information and making important decisions.
RedZone Robotics, Inc. is the leading provider of information and tools that help utility managers use the
limited financial and human resources they have most wisely, and manage their systems based on facts.
Y.E.S. Your Entire System Overview and Benefits
With our Y.E.S. Program, RedZone offers the ability to rapidly benchmark and prioritize an entire system
in a complete fashion by leveraging scale, using our autonomous SOLO robots and our ICOM3 hosted
asset management software.
In order to demonstrate the potential benefits of the Y.E.S. Program we hereby propose a pilot project.
The benefits of this pilot are as follows:
Begin to establish a baseline condition assessment for all collection system assets
Prepare information such that it can be used for annual O &M and CIP prioritization and planning
Complete years of assessment work in a fraction of the time
Establish a 'system of record' using the ICOM3 decision support software
Fact based prioritization for critical activities required to sustain required service levels
Helps understand criticality
o Where are greatest O &M needs?
o Consequence of failure
o Probability of failure
Helps demonstrate compliance with regulatory requirements
By helping you manage a large amount of information efficiently in a centralized system of record, and
presenting it in an easy to use manner, we help ensure that rehab decisions are made by you and your
engineers using facts and real data rather than anecdotal information and inferred guessing.
After our introductory discussions, we believe that the Y.E.S. Program compliments initiatives already
underway to characterize your collection system. Furthermore, having all of this information in a
centralized system will help further inform you rate setting process and planned capital expenditures,
based on facts.
Exhibit .4
9 3
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R O B O T I C S
Project Scope
To demonstrate the potential benefits of the Y.E.S. Program we propose a pilot project comprised of an
offering that is summarized as follows:
One (1) week of Solo Robot deployment services. Based on average daily footage of 4,000 linear
feet per day, estimated inspection volume for the week would be between 20,000 and 30,000 linear
feet. The amount of footage that can be gathered is uncapped. It is understood and agreed to that
Inspections may not necessarily result in a complete manhole -to- manhole traversal. The equipment
used to perform the Inspections may not be able to traverse the entire length of pipeline due to
conditions such as grease, deposits, debris, protruding taps, root buildups, offset joints, or other
circumstances. When conducting Inspections, RedZone will make one initial pass to complete the
entire length of a pipeline. If the first attempt does not complete the entire length, RedZone will
perform a second pass beginning from the opposite manhole. This two -pass method constitutes a
reasonable effort to complete each inspection,
PACP Coding services. RedZone will provide services to code the inspected footage according to
NASSCO PACP standards. This includes PACP Report, MPEG Video, and V -360 imagery. The
Client shall have up to thirty (30) days after a particular report has been delivered or made available
to Client to notify RedZone in writing of any errors or omissions on such an inspection report.
Reports will be presumed to be approved by the Client after this period lapses without such a
notification. Any changes after this date must be agreed upon between both parties and may result in
additional charges to the Subscriber.
GPS Point Collection. At each manhole that is opened as part of INS -200, RedZone will also take a
GPS coordinate of the center of the manhole rim. The purpose of the GPS collection is to provide a
check to ensure that a given inspection is correctly associated with the proper asset in the customer's
mapping system, and to assist in increasing the accuracy and completeness of the GIS mapping.
ICOM3 Asset Management Software one (1) year subscription. RedZone will configure ICOM3
asset management software to integrate with your GIS and show your inspection results.
ICOM3 Data Integration Professional Services. RedZone will review existing data (i.e. legacy
CCTV inspection data) to show a sampling of existing records in ICOM3. Exact quantities will be
determined upon review of existing data. Pilots typically include one or two lines of legacy CCTV.
ICOM3 Data Workshop. Once your ICOM3 is linked to your GIS and loaded with your PACP coded
inspection results and a sampling of legacy data, RedZone's civil engineering team will conduct a
data workshop with your team to walk through how the information can be used to facilitate your
regular O &M and capital decisions.
Inclusions
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1 ICM -700C ICOM3 Core Framework, <500 miles of asset length
2 ICM 702 ICOM3 Inspection Management Module: View inspections, edit defect coding, query results, overlay
results to map.
3 ICM -703 ICOM3 Maintenance Management Module: Schedule, issue, and track work /maintenance activities
4 ICM -707 ICOM3 Asset Management Module: R3 Analysis, Risk, Criticality, Prob /Consequence of Failure Analysis.
Create CIP Plan, Schedule, Budget
5 ICM -200 Load of customer's most recent standard GIS data. Includes line segments, parcels and Streets
6 ICM -300 Professional services to bring in sampling of legacy CCTV data into ICOM3
7 ICM -500 Interactive training for ICOM3.
8 INS -200 RZ- deploy Solo inspection for 8 -12" pipe
9 RPT -200 PACP Coding of all Solo inspections. Includes PACP Report, MPEG Video, and V -360 imagery.
10 ICM -130 Load of SOLO Inspection data and PACP codes into ICOM3
Pricing
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R O B O T I C S
RedZone will perform this pilot for a lump sum quantity of ten thousand dollars ($10,000 USD)
Thank you for considering RedZone. If you have any questions or require any additional information,
please feel free to contact me at 317 270 -8028.
Sincerely,
Brian Simpkiss
Business Development Manager
bsimpkissredzone.com
F: 412- 476 -8981
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1. This is a limited time introductory offering.
2. Actual timelines and execution schedules will be formalized in a scope of work document that will be
approved by both the Client and RedZone
3. Commencement of services is contingent upon execution of approved signatures on this proposal.
4. PAYMENT TERMS: 50% of the proposed lump sum is due prior to the commencement of the pilot.
The remaining 50% is due upon completion of the data workshop. Amounts invoiced are due Net 30
from invoice date
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Client signa ealk eitiNA 1150 garded as acceptance and Notre Proceed
This proposal is intended solely for the consideration of the addressee
Thank you for your consideration of RedZone Robotics, Inc.
Signature:
Name:
Title:
Date:
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