HomeMy Public PortalAbout174-2023 - Gripp Inc. - smart cover AGREEMENT
THIS AGREEMENT made and entered into this_F-)A1- day of N Dsctokk r 2023, and referred to
as Contract No. 174-2023, by and between the City of Richmond, Indiana, a municipal corporation
acting by and through its Board of Sanitary Commissioners (referred to as the "City"), and Gripp,
Incorporated, 17322 Westfield Park Road, Westfield, IN 46074 (hereinafter referred to as the
"Contractor").
SECTION I. STATEMENT AND SUBJECT OF WORK
City hereby retains Contractor to perform services in connection with the purchase and installation of
a Smart Cover for lift station monitoring, as more fully described on Contractor's Proposal.
Requests for Proposals were made on August 28, 2023. Responses to said request are on file in the
office of the Richmond Sanitary District. Contractor agrees to abide by the same. The Proposal and
Response of Contractor dated August 31, 2023, to said request is attached hereto as "Exhibit A"
which Proposal and Response consists of three (3) pages, and is hereby incorporated by reference
and made a part of this Agreement. Contractor agrees to abide by the same.
Should any provisions, terms, or conditions contained in any of the documents attached hereto as
Exhibits, or in any of the documents incorporated by reference herein, conflict with any of the
provisions, terms, or conditions of this Agreement, this Agreement shall be controlling.
The Contractor shall furnish all labor, material, equipment, and services necessary for the proper
completion of all work specified.
No performance of services shall commence until the following has been met:
1. The City is in receipt of any required certificates of insurance and/or
warranties;
2. The City is in receipt of any required affidavit signed by Contractor in
accordance with Indiana Code 22-5-1.7-11(a)(2);and
3. A purchase order has been issued by the Purchasing Department.
SECTION It STATUS OF CONTRACTOR
Contractor shall be deemed to be an independent contractor and is not an employee or agent of the
City of Richmond. The Contractor shall provide, at its own expense, competent supervision of the
work.
SECTION III. COMPENSATION
City shall pay Contractor an amount not to exceed Ninety-seven Thousand Three Hundred Eighty
Dollars and Zero Cents ($97,380.00) for complete and satisfactory performance of this Agreement as
set forth above and as set forth on Contractor's quote (Exhibit A).
Contract No. 174-2023
Page I of 6
SECTION IV. TERM OF AGREEMENT
This Agreement shall become effective when signed by the parties and shall continue in effect until
satisfactory completion of the Project.
Notwithstanding the term of this Agreement, City may terminate this Agreement in whole or in part,
for cause, at any time by giving at least five (5) working days written notice specifying the effective
date and the reasons for termination which shall include but not be limited to the following:
a. failure, for any reason of the Contractor to fulfill in a timely manner
its obligations under this Agreement;
b. submission of a report, other work product, or advice, whether oral or written, by the
Contractor to the City that is incorrect, incomplete, or does not meet reasonable
professional standards in any material respect;
c. ineffective or improper use of funds provided under this Agreement;
d. suspension or termination of the grant funding to the City under which this Agreement
is made; or
e. unavailability of sufficient funds to make payment on this Agreement.
In the event of such termination, the City shall be required to make payment for all work performed
prior to the date this Agreement is terminated, but shall be relieved of any other responsibility herein.
This Agreement may also be terminated, in whole or in part, by mutual Agreement of the parties by
setting forth the reasons for such termination, the effective date, and in the case of partial
termination, the portion to be terminated.
This Agreement may also be terminated by the City if a force-majeure event occurs and the results or
aftereffects of said event causes the performance of this Agreement to become impossible or highly
impracticable. Said event or results or aftereffects of said event would include events or effects
which the parties to this Agreement could not have anticipated or controlled. Examples of a force-
majeure event, or its results, would include, but would not be limited to, events such as an Act of
God, an Act of Nature, an Act of Law, or an Emergency Act of Executive Enforcement of the
Federal government, the State of Indiana, or local government.
SECTION V. INDEMNIFICATION AND INSl..1RAN(..1E.
Contractor agrees to obtain insurance and to indemnify the City for any damage or injury to person or
property or any other claims which may arise from the Contractor's conduct or performance of this
Agreement, either intentionally or negligently; provided, however, that nothing contained in this
Agreement shall be construed as rendering the Contractor liable for acts of the City, its officers,
agents, or employees. Contractor shall as a prerequisite to this Agreement, purchase and thereafter
maintain such insurance as will protect it from the claims set forth below which may arise out of or
Page 2 of 6
result from the Contractor's operations under this /\g,00mcnL whether such operations by the
Contractor or by any sub-contractors or by anyone directly or indirectly employed by any of thein, or
by anyone for whose acts the Contractor may ho held responsible.
Coverno Limits
' A. Worker's Compensation 8L Statutory
Disability Requirements
B. Employer's Liability $100,000
C. Comprehensive General Liability
Section 1. Bodily Injury $\,000,000 each occurrence
$2,000,000uggrcgate
Section 2. Property Damage $l,000,0O0 each Occurrence
D. Comprehensive Auto Liability
Secdoul. Bodily Injury $|,000,0OO each person
$|,O00,0U0 each Occurrence
Section 2. Pn/pertyDuoougc $|,000,000 each Occurrence
B. Comprehensive []uobrc||oLiability $l,00O,0U0 each occurrence
$2,0OO,0O0 each aggregate
SECTION VI. {.0MPL|ANCE9/[[H WORKER'S COMPENSATION LAW
Contractor shall comply with all provisions of the Indiana Worker's Compensation |uvv, and nbm||,
before onnunnruciug work under this /\g!conuont, provide the City u certificate of insurance, or u
cediGoo\c from the industrial board showing that the Contractor has complied with Indiana Code
Sections 22'3-2'5, 22-3-5 \ and 22'3'5'2. If Contractor is an out of" state cnnp|nycr and therefore
subJcc\ to another utubc`a worker's uocopcnuudon law, Contractor may choose in comply with all
provisions of its honne stutc`u worker's compensation |uvv and provide the City proof Of sucb
compliance in lieLl of cc,)rnplying with the provisions of the Indiana Worker's Compensation Law.
SECTIONVTl. COMPLIANCE \Y|TH [ND|ANA 5'\/E0[YYRUGk/\M REQUIREMENT'S
Pursuant to [udiouu Code 22'5'1.7, Contractor is required to roro|i in and verity the work eligibility
status of all newly liircd cnop|oycco of the contractor through the Indiana E-Verify program.
Contractor is not required to verify the "/odc eligibility status of all novv|y hired cnup[myeoa of the
contractor through the Indiana [,.-Verify program if the Indiana F`'\/cri[vpruArono no |ungc, exists.
Prior tothe performance of this /\grccrnon1, Contractor aho|] provide to the City its signed Affidavit
uMirnuinA that Contractor does not knowingly employ all unauthorized alien in accordance with IC
22'5'1.7-11 (o) (2). In the event Contractor violates |C 22-5'1.7thc Contractor shall be required to
remedy the violation not |o\cr than ibi/1y (30) days after the City notifies the Contractor of the
Page v(6
violation. lf Contractor falls to renorJv the violation within the thirty (30) day period provided
above, the City shall cmnsidcr the Contractor to be in breach ofihis /\grccmcni and this Agreement
will be terminated. If the City determines that iomoioWing this /\grocmcni vvou|d be detrimental to
the public interest orpuh|icproperty, the City may allow this Agreement k/ ,omuiu in effect until the
City procures m new contractor. It'this grccno` is terminatedondn, this section, then
pursuant to
|C22-5'l7-|3 (c) the Contractor will remain liable 10 the City
for actuu| dumogca.
S6CIl[)NVlU. UlAN 1N5/E8l7MBNT/\CTIVlllE5
Pursuant to Indiana Code (IC) 5-22-16.5, Conti-actor certifies that Contractor is not engaged in
investment activities in Iran. In the event City dcionminon during the course or this Agreement that
this certification is no longer valid, City aba|| notify Contractor in writing of said determination and
shall give ooubuo{or ninety (90) days within which to respond to the written notice. In the event
Contractor fails to demonstrate to the City that the Contractor has ceased investment activities in Iran
within ninety (90) Jays after tile written ooboc is given to the Contractor, the City may proceed with
any rccnsdico it may [lave pursuant to |C 5'22'16.5. In the event the City dcicnnincs during the
cnooc of this &greonmorA that this certification is no |uugor valid and said dctcnniuobon is not
refbtcd by Contractor in the manner set forth in |C 5-22-16.5, tbc City reserves the right to consider
the Contractor to be in breach o[this Agreement and terminate the ugrecnocn( upon the expiration of
the ninety (90) day period set Forth above.
SBCTl0Nl}{. PDOB0iT1ON AGAINST DISCRIMINATION
A. Pursuant to Indiana Code 22-9'l'|0, Contractor, any Sub-contractor, nr any person acting un
behalf oFContractor or any sub-contractor shall not discriminate against any cnnp|oyoc or
applicant for employment to be employed in the performance oftbio /\g7ccnocnt, with respect
to hire, tenure, terms, conditions or privileges of employment or any rnattc, directly or
indirectly rr|atQd to crnp|oynncn1, bcouuuc of race, religion, color, sex, disability, national
origin, or ancestry.
B. Pursuant Yulncfiuou Code 5')6-0'l^ the Contractor agrees:
\. 'That in the hiring of employees For the perflormance of"work Linder this Agreement of
any subcontract hereunder, Contractor, ally xohcookocrnr, o, any person acting oil
bcha]fmfCuoi,uctor or any sub-contractor, shall not discriminate by reason of race,
religion, color, sex, national origin or unccmi?y against any citizen of' the S1u10 of
Indiana who is qualified and uvoi|ah|c to perform the work to which the ennp|uyrncnt
rc|u1cs;
2. That Contractor, any sub-contractor, or any person action on behalf of Contractor or
any sub-contractor mbu\| in no manner discriminate against or intimidate ally
nnop|nyoc hired for the performance of work Linder this Agreement on account of
,uoc, religion, color, sex, national origin or ancestry;
3. Tha1ihz�n: may be deducted from the amount payable to Contractor bythe City under
this Agreement, u penalty o[ five dollars ($5.00) for each person fbr each calendar
Page 4n{6
day during which Such person was discriminated againstor intimidated in violation of
the provisions o[the Agreement; and
4. That this Agreement may be canceled or terminated by the City and all money due or
to become due hereunder may be [hr|eiied, k`rm second or any subsequent violation
ofthcionmaor conditions n[tbio section ofihcAgreement.
C. Violation of dhc icnno or conditions of this /\grconocnt relating to discrimination or
intimidation shall he considered u material breach of this Agreement.
SECTION }{. BEL6/\S[ OF LIABILITY
Contractor hereby ugrocx to release and hold hurnn|xxu the City and all oOlooro, crnp|o}ccs, or agents
of the oacnc from all liability which may arise in the course of Contractor's performance of its
obligations pursuant tu this Agreement.
SECTION XI. MISCELLANEOUS
This Agreement ix personal 1u the parties hereto and neither party nuuyassign oc delegate any of its
rights or nh|igadoun hereunder without the prior written consent of the other party. Any such
delegation or usaignnncmL without the prior written consent of the other party, nbaU be no|\ and void.
This Agreement shall be controlled hyand interpreted according to Indiana law and ohui| be binding
upon the parties, their uucuoxxocu and assigns. This document constitutes the entire Agreement
between the parties, although it may be altered or amended in whole or in part at any time by filling
with the /\grccrncn1 uxriUcu instrument setting forth such changes signed by both parties. By
executing this Agreement the parties agree that this document supersedes any previous dimcusok)n,
negotiation, or conversation relating to the auhicutnnutto,contained herein.
This Agreement may ht Simultaneously executed in ycvczu| oouutcrpunie, each o[which shall be ail
original and all ofwhich sbui\ constitute but one and the xoonc instrument.
The parties hereto submit to jurisdiction of the courts of Wayne County, Indiana, and any Suit arising
out nfthis Con1ruc\ oomui be 5|cd in said courts. The partiesspecifically agree that oo arbitration or
mediation shall be required prior to the cornnueurcnucnt of |cgu| proceedings in said Courts. By
executing this Agreement, Contractor is oy(opped fi000 bringing suit or any other action in any
alternative forurn, venue, or in front of any other tribunal, Court, or administrative body other than tile
Circuit or Superior Courts ofVVuyno County, Indiana, regardless of ally right Contractor may have to
bring such suit in front of other tribunals or in other venues.
Any person executing T.hix Contract in arcprescntativo capacity hereby wunuois that he/she has been
duly authorized by his or her principal to execute this Contract.
In the event n[any breach o[this Agreement by Contractor, and in addition t* any other damages or
ncrncdioo, Contractor sbu|| be |iah|o for all costs incurred by City in its efforts to enforce this
Agreement, including but riot limited to, CiLy`srcuyonoh|c uUooncy`s fees.
Page 5v[6
In the cvuoi that an ambiguity, question of intent, or o need for interpretation of this
arises, this Agreement xhuU be construed as if drafted'jointly by the parties, and oopresumption or
burdcno[pnao[yhu|| oriaefhvoriugo, diuCuvoringanypadyhyvirtuoofihcuutborohi nf any ofthe
prnvisionoofthis /\g,ocrnoot.
IN WITNESS WHEREOF, the parties have executed this Agreement at Richmond, Indiana, aoo[the
day and year first written above, although signatures may be affixed on different dates.
'^C|TY" -CONTRACTOR"
THE CITY OFIUCUMUND, 0hppm, [nmrporNcd
DNl)[/\N/\ hy and through its l7322 Westfield Park Road
Board of Public Works and Safety Westfield, [N46074
^7
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By: —� 8y�__
e Mil President
li�r.
By: Printed:
AnnnfT-RdCs—W-i,V ice President
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TNc:
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Date: Date: \\ ' �_� -�� �
&PPNOVE ^:
Date:
Pag,ehvfo
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K~������U8 Jessica Foster�foste��hchmondind1ona.go*^
-- ` ^ `—~—
Fwd: Smart Cover
Imoauage
Elijah Welch <ewech@hchmondindiane.gnv> Fri, Sep 22. 2023otD:57AM
To: Jessica Fouter<jfbnten@hohmondindiana.gov>
---------- Forwarded message '—'---
Fmm: Elijah Welch <ewe|oh@riohmondindiano.gov^
Date: Mon,Aug 28. 2O23e\ 1O:42AM
Subject: Smart Cover
To: Keith Hicks <hehhh@0hppinccmm>
Cc: Gerald South <gsouth@richwondindiana.gov>,Todd Hobson <thobson@richmondindiana,gov>, Jeff Lohmoeller �
"j|uhmoe|br@riohmondindiann.Qov>
Keith,
Can you give una quote, actually two,ho purchase smart covers 0o use for lift station monitoring?
I'd like one quote to include 9 units and one to include 14,Please include initial installation and setup as a line item for each,
Thanks,
Elijah
Elijah VKWe|oh, RE. 1, District Engineer
Richmond Sanitary District
2380 Liberty Ave.
Richmond, |M47374
Offioo785.SO3.74D3
Mubi|o7O5.969.1590
|
_- ,_ --
` 173zz Westfield Park Rd.
P.{} Box 4o5
Westfield, |N46o74
� N � 0 � � 0 � � T � � ° Phume(3�7}8g6�7oo ° Fax(3n7)8g6 9267
PROpOSALFOR
CITY OFR|CHyNQND,SANITARY DISTRICT Propmsai# 9128
ELUAHVVELCH
Proposal Date Thu Aug 31, zoz3
238o Liberty Avenue
Proposed By Keith Hicks
Richmond,
US Ship Via
765-969-1590
PROJECT NAME
SmartCover Level Alert System
Qty Part# Name Description Rate Amount
145C'Q~ SCD- B-25 SnnartCoverSubSonic System-Dual Sensor(Ultrasonic{kPressure), Includes $4,617.00 $64/65B.00
SB-25 E-Box,Standard Range 25 foot DSM. PowerPad,D5/N Assembly,Bracket, G'
Dot Amtanna^f�{n�aUat(on0t.
,
/4ANT AntennaE- Antenna E-Dot custom length for side mount bracket $345.00 $4,830.00
ED- Dot Custom
CUST' Length
SYS
- . -
14 5K8B'0T Side Mount Bracket Kit- |ndudes Base Bracket(Adapter),Side Bracket and $244.00 $5,416.00
hardware
14 A5K8- 8SK8-S[2 Includes website access,satellite connectivity, data charting,data storage, $786.00 $11`004.00
S[2 SmartTrend/updates, phone/online tech support. REQUIRED
**zYearsa*
14 PVY-5(] PW-5C/ Cover S-ceiL lithium thipny|chloride battery: PowerRack"replacement as $228.00 $3,192.00
needed. PARTS ONLY
**zYears*+
1 Shipping SHIPPING Wo.ou $430.00
.
/4 Installation Professional installation and Calibration ofabove units. $705.00 $9,870.00
Sen��� .
- �
Propo4 valid for 3o days from date of issue.Please send P/O number upon acceptance of Sub-Total $g7`380.00
this proposal to: ordes��gh �
��in�'�om Sales Tax - $0.00
UPS Ground Shipment Quoted-Overnight Service Available
Major Credit Cards Accepted Total _ g97'38u.uo
'
NOTES '
�Includes annual communicatinni'dat hosting services.
` ` ^
CERTIFICATIONS
`
^ Te|edyne/|soo Factory Trained Technicians o Confined Space Entry
° [[S " ARS{ ° |SN" AVETTA ° OSHA 1O ° VV8E ~*—N,
VY f�.s oor /,covsRso' Sole Source — Distributor
Richmond Sanitary District October 1, 20I3
2380 Liberty Avenue
Richmond, lN47374
This letter is to provide notification that Madronex, Inc. (doing business as SmartCover�
System a`=) herein known as "Company" with corporate offices located at 2110 Enterprise Street,
Escondido, [A 92028, is the sole creator, manufacturer and marketer of group of systems and products, �
including: the award winning SmanCover"�; SmartflOE`=; Sma/tyault`"/ SmertN/eir`°; Sma/t[leanll;
JnrartTynk; Jnna/tTren^ SnrartRa/nr=; S/na/t77de`111; Undo/Cover�; SubSonic*; h2Scentsg and
StroamWatchO.
The SmartCoverl� family of products are both patented and proprietary, designed and
manufactured by the Company to provide users with unique qualities and functions based on acquiring i
�
water level and/or flow data as well as other data in the sewer collection system or other structures with .
open channel flows, using ultrasonic, pressure or combined technology combined with embedded analytics
and data fusion.. The JnnartCoverm system, which acquires and transmits data through the Iridium"'
military grade satellite network, is immune to terrestrial communications interruptions caused by storms
or hurricanes and provides 24/7 user access via a secure vvob browser and through a dedicated, secure .
user website.
Smart(2overm uniquely provides real-time, continuous monitoring capability powered by an
engineered and proprietary long-life lithium thiony| chloride battery pack. It uniquely communicates with
an embedded digital radic through the Iridiumo satellite system assuring global, redundant and continuous
coverage.
Mounted directly mnthe manhole cover, the patented 3cnartCove/mconfiguration iu designed to be �
installed with nm confined space entry per OSHA CFR 1910.146(b). The manhole cover mounting also
provides real-time intrLsiun alarm when the manhole cover isopened, providing a unique capability to
detect intrusions or entries into the manhole or hatch.
Our representative listed below is the exclusive partner for 3mart[over's Systems" in your
location for the purchase of new products. Your contact is:
Keith Hicks
Gripp Inc.
I7322 Westfield Park Rd,
Westfield, IN 46074
Office Phone #317'896-37OO
Cell Phone #]17'5O3-2353
Email address- b��bb�)qdI������[�
Company is protected by the following U5 Patents: 7,589,630; 7,598,858; 7,944,352; 7,948,215;
8,607,654; 9,297,684| 9,482,568; 10,612,228 and 10,901,068. The systems are also protected by
registered trademarks and international patents. Company also has a Madrid Treaty filing for its main
trademark. We hope this information will satisfy your requirements and that it clearly demonstrates the
special, patented, unique and proprietary features of our systems.
Sincerely,
/ / |
(
Corey Williams, P.E.
President/CEO, Smar-t[over5ystcms
!;VVi||ian7s(�)Snlartcgversyste
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