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HomeMy WebLinkAboutNelson Alarm Company/Info/1,465/City Alarm MonitoringNelson Alarm Company Information Systems Department - 2018 OVt` Appropriation #43-509.00; P.O. #10141 l Contract Not To Exceed $1,465.00 per month AGREEMENT FOR PURCHASE OF GOODS AND SERVICES THiS AGREEMENT FOR PURCHASE OF GOODS AND SERVICES ("Agreement") is hereby entered into by and between the City of Carmel, Indiana, acting by and through its Board of Public Works and Safety ("City"), and Nelson Alarm Company, an entity duly authorized to do business in the State of Indiana ("Vendor"). TERMS AND CONDITIONS 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. PERFORMANCE: City agrees to purchase the goods and/or services (the "Goods and Services") from Vendor using City budget appropriation number 43-509.00 funds. Vendor agrees to provide the Goods and Services and to otherwise perform the requirements of this Agreement by applying at all times the highest 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 One Thousand Four Hundred Sixty Five Dollars per month for the contract term ($1,465.00 per month) (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 thirty-five (35) 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. 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. 1JC:`C-V-MNroLSsaQ Al—Coagwy Goads god SaAa d 2/264018):0)p&q Nelson Alarm Company Information Systems Department - 2018 Appropriation #43-509,00; RO, #I01411 Contract Not To Exceed $1,465,00 per month 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, B. 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) falls 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. 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. IX �CanuacuVrofS.a GoodsSmUnfamalim S,s�ean�201BNetsm Ahm Campoy Co& andS"i d=V23ROIS 4:79Abq Nelson Alarm Company Information Systems Department - 2018 Appropriation #43-509.00; P.O. #101411 Contract Not To Exceed $1,465.00 per month 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 shal! 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 proh`biting 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., as the same may be amended from time to time, and as is incorporated herein by this reference (the "Indiana E -Verify Law"), Vendor is required to enroll in and verify the work eligibility status of its newly -hired employees using the E -Verify program, and to execute the Affidavit attached herein as Exhibit D, affirming that it is enrolled and participating in the E -verify program and does not knowingly employ unauthorized aliens. In support of the Affidavit, Vendor shall provide the City with documentation indicating that it has enrolled and is participating in the E -Verify program, Should Vendor subcontract for the performance of any work under and pursuant to this Agreement, it shall fully comply with the Indiana E -Verify Law as regards each such subcontractor. Should the Vendor or any subcontractor violate the Indiana E -Verify law, the City may require a cure of such violation and thereafter, if no timely cure is performed, terminate this Agreement in accordance with either the provisions hereof or those set forth in the Indiana E -Verify Law. The requirements of this paragraph shall not apply should the E - Verify program cease to exist. 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 1VC-v—T.f.5— S. C -d, Sv Vd...J- SYWe X2018V411W Alam Com,.my Good: uwd Sesvia d�W3/1018 9:49 AW Nelson Alarm Company Information Systems Department - 2018 Appropriation #43-509.00; P.O. #101411 Contract Not To Exceed $1,465.00 per month 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 torn 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 Three Civic Square Carmel, IN 46032 Attention: Timothy Renick If to Vendor: Nelson Alarm Company 2602 E 55th Street Indianapolis, IN 46220 AND Douglas C. Haney, Corporation Counsel Department of Law One Civic Square Carmel, Indiana 46032 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. 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. !n 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. 19.3 The City may terminate this Agreement pursuant to Paragraph 11 hereof, as appropriate. MCm &a Prorsend Ooo(.SMUa=MimS)akm%20JMI.m AJ mCempmy Ge&=d S­doe2/23WJ1449A.:9 Nelson Alarm Company Information Systems Department - 2018 Ap ,rop:iatfc-#43-509.00; P.O. #101411 Contract Not To Exceed $1,465.00 per month 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 author'ty 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 wraing, 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, 2018 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. 25. NO THIRD PARTY BENEFICIARIES This Agreement gives no rights or benefits to anyone other than City and Vendor. 26. IRAN CERTIFICATION: Pursuant to I.C. § 5-22-16.5, the Vendor shall certify that, in signing this document, it does not engage in investment activities within the County of Iran. 27. 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. 28. 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. Notwlthstanding 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 `n interest. 1X:1Cm�,APc.(.S— d coca, SvWhro .I.s,m-\20iaw.L— Nam Compnycoo&aS—i—d.l RIO is 949,1.11 Nelson Alarm Company Information Systems Department - 2018 Appropriation #43-509.00; P.O. #101411 Contract Not To Exceed $1,465.00 per month IN WITNESS WHEREOF, the parties hereto have made and executed this Agreement as follows: CITY OF CARMEL, INDIANA by and through its Board of Public Works and Safety By: James Brainard, Presiding Officer Date: Mary A Burke, Merp�ef Date: 51_7)1A5:' Lori S. V atso , e Date: an ATTEST. C 'Stine S. Paul y -Treasurer Date: Nelson Alarm Company By: Aut orized Signature 0Av10 N i KRA JT Printed Name PLUS (104.47— Title D4.a!Title FID/TIN: Y7- 3Q 0 A.1 r Last Four of SSN if Sale Proprietor: Date: _ d/alta, YaIPfOI.SYI]hC_&Svccgd._mo Syn—U01ml— Alum Cempmy Caotk and Seniws&,,2aM0IA 9:49AM1 6 Date: January 9, 2018 Subscriber Name: City of Carmel NELSON ALARM 2602 East 55th Street Indianapolis, IN 46220 (317)255-2125 STANDARD COMMERCIAL SECURITY AGREEMENT Telephone No,: (317) 571-2590 Mobile Phone No: (317) 710-6145 Address: 31 First Avenue NW (See Schedule -A for all locations) Email Address: tluckoski@carme,.in.gov 1, NELSON ALARM (hereinafter referred to as "NA" or "ALARM COMPANY") agrees to sell, Install, and program at Subscriber's premises, and Subscriber agrees to buy, an electronic security and or fire alarm system, consisting of equipment and materials listed in Schedule -A with the below installation cost per location. Schedule -A may be amended from time to time. Purchase Price: $ 0.00 **Plus Applicable Taxes and Fees, Price includes Installation Down Payment: $ 0.00 "Balance due upon completion of installation: $ 00.00 2. DESCRIPTION OF MONTHLY SERVICES: CHECK BOX FOR APPROPRIATE MONTHLY SERVICES AND CHARGES FOR THE SECURITY SYSTEM: Only services selected are included and cost is per location: ❑ $ Basic Central Station Monitoring on Land Line 9 $ 45.00 Basic Cellular Radio Transmission (Burglar and Fire Alarm) B $ 7.00 Add Remote Alarm Access and Automation ❑ $ Add Video Access 9 $ 27.00 Add Service Contract for Alarm System Components 9 $ 6.00 Add Annual Equipment Inspection - Inspection services include testing of all accessible components to insure proper working order at time of Inspection unless otherwise reported to Subscriber at time of inspection. Inspection does not include repair and only one scheduled inspection is included per annum. ❑ $ Add Access Control Administration Subscriber agrees to pay NA the sum of $ 85.00 , plus applicable tax and fees, per month for each location as referenced in Schedule A, payable (1) month in advance for monitoring of the Security System and other applicable services checked above, for the original and renewal term of this agreement. Add additional $20.00 to City Hall monthly monitoring due to multiple panels and accounts. 3. PASSCODE TO CPU SOFTWARE REMAINS PROPERTY OF NA: Provided Subscriber performs this agreement for the full term thereof, upon termination NA shall at its option provide to Subscriber the passcode to the CPU software or change the pass code to the manufacturer's default code. Software programmed by NA is the intellectual property of NA and any unauthorized use of same, including derivative works, is strictly prohibited and may violate Federal Copyright laws, Title 17 of the United States Code, and may subject violator to civil and criminal penalties. The Equipment shall remain personal property and shall not be considered a fixture, or an addition to, alteration, conversion, improvement, modernization, remodeling, repair or replacement of any part of the realty, and Subscriber shall not permit the attachment thereto of any apparatus not furnished by NA. 4. TERM OF AGREEMENT I RENEWAL: The term of this agreement shall be for a period of five (5) years and shall automatically renew year to year thereafter under the same terms and conditions, unless either party gives written notice to the other by certified mail or email, return receipt requested, of their intention not to renew the agreement at least 30 days prior to the expiration of any term. After the expiration of one year from the date hereof NA shall be permitted from time to time to Increase all charges by an amount not to exceed nine percent each year and Subscriber agrees to pay such increase. The agreement replaces any other prior monitoring agreement that are In effect for the locations listed in Schedule A. 5. CENTRAL OFFICE MONITORING: Upon receipt of a signal from Subscriber's alarm system, NA or its designee central office shall make every reasonable effort to notify Subscriber and the appropriate municipal police or fire department depending upon the type of signal received. Not all signals will require notification to the authorities and Subscriber may obtain a written response policy from NA. No response shall be required for supervisory, loss of communication pathway, trouble or low battery signals. Subscriber acknowledges that signals transmitted from Subscriber's premises directly to municipal police or fire departments are not monitored by personnel of NA or NA's designee central office and NA does not assume any responsibility for the manner in which such signals are monitored or the response, if any, to such signals. Subscriber acknowledges that signals which are transmitted over telephone lines, wire, air waves, internet, VOIP, radio or cellular, or other modes of communication pass through communication networks wholly beyond the control of NA and are not maintained by NA except NA may own the radio network, and NA shall not be responsible for any failure which prevents transmission signals from reaching the central office monitoring center or damages arising therefrom, or for data corruption, theft or viruses to Subscriber's computers if connected to the alarm communication equipment. Subscriber agrees to furnish NA with a written Call List of names and telephone numbers of those persons Subscriber wishes to receive notification of alarm signals. Unless otherwise provided in the Call List NA will make a reasonable effort to contact the first person reached or notified on the list either via telephone call, text or email message. All changes and revisions shall be supplied to NA in writing. Subscriber authorizes NA to access the control panel to input or delete data and programming. If the equipment contains video or listening devices permitting central office to monitor video or sound then upon receipt of an alarm signal central office shall monitor video or sound for so long as central office in its sole discretion deems appropriate to confirm an alarm condition. If Subscriber requests NA to remotely activate or deactivate the system, change combinations, openings or closings, or re -program system functions, Subscriber may be responsible for additional fees for each such service. NA may, without prior notice, suspend or terminate its services, in central office's sole discretion, in event of Subscriber's default In performance of this agreement or in event central office facility or communication network is nonoperational or Subscriber's alarm Exhibit 14 system is sending excessive false alarms. Central office is authorized to record and maintain audio and video transmissions, data and communications, and shall be the exclusive owner of such property. All Subscriber information and data shall be maintained confidentially by NA. 6. SERVICE: Service includes all parts and labor, and NA shall service upon Subscriber's request the security system installed in Subscriber's premises between the hours of 9 a.m. and 5 p.m. Monday through Friday, within reasonable time after receiving notice from Subscriber that service is required, exclusive of Saturdays, Sundays and legal holidays. All repairs, replacement or alteration to the security system made by reason of alteration to Subscriber's premises, or caused by unauthorized intrusion, lightning or electrical surge, or caused by any means other than normal usage, wear and tear, shall be made at the cost of the Subscriber. Batteries, electrical surges, lightning damage, software upgrades and repairs, communication devices no longer supported by communication pathways, obsolete components and components exceeding manufacturer's useful life are not included in service and will be repaired or replaced at Subscriber's expense. No apparatus or device shall be attached to or connect with the security system as originally installed without NA's written consent. 7. REMOTE SERVICES ACCESS / EXCESSIVE DATA USAGE: if Remote Access is Included in section 2 (Description of Monthly Services) to be installed and services provided by NA, the equipment will transmit data via Subscriber's high speed Internet, cellular or radio communication service from remote pendant supplied by NA or Subscriber's Internet or wireless connection device which is compatible with NA's remote services. NA will grant access to server permitting Subscriber to monitor the security system, access the system to arm, disarm and bypass zones on the system, view the remote video camera(s) and control other remote automation devices that may be installed. The remote services server is provided either by NA or a third party. NA shall install the camera(s) in a permissible legal location in Subscriber's premises to permit Subscriber viewing. NA shall have no responsibility for failure of data transmission, corruption or unauthorized access and shall not monitor or view the camera data. NA shall have no liability for excessive data usage expense incurred by Subscriber attributable to the equipment or services provided herein. Electronic data may not be encrypted and wireless components of the alarm system may not meet Advanced Encryption Standard specifications for encryption of electronic data established by the US National Institute of Standards and Technology and NA shall have no liability for access to the alarm system by others. 8. WIRELESS AND INTERNET ACCESS CAPABILITIES: Subscriber is responsible for supplying high speed Internet access at Subscriber's premises if a panel requiring an internet connection is installed. NA does not provide Internet service, maintain Internet connection, wireless access or communication pathways, computer, smart phone, electric current connection or supply, or in all cases the remote video server. In consideration of Subscriber making its monthly payments for remote access to the system NA will authorize Subscriber access. NA is not responsible for Subscriber's access to the Internet or any interruption of service or down time of remote access caused by loss of Internet service, radio or cellular or any other mode of communication used by Subscriber to access the system. Subscriber acknowledges that Subscriber's security system can be compromised if the codes or devices used for access are lost or accessed by others and NA shall have no liability for such third party unauthorized access. NA is not responsible for the security or privacy of any wireless network system or router. Wireless systems can be accessed by others, and it is the Subscriber's responsibility to secure access to the system with pass codes and lock out codes. NA is not responsible for access to wireless networks or devices that may not be supported by communication carriers and upgrades to Subscriber's system will be at Subscriber's expense. 9. ACCESS CONTROL SYSTEM OPERATION AND LIMITATIONS: if selected as a service to be provided, Access Control equipment shall be connected to a computer supplied by the Subscriber and connected to Subscriber's computer network. If data storage or backup is selected service NA or its designee shall store and /or backup data received from Subscriber's system for a period of one year. NA shall have no liability for data corruption or inability to retrieve data even if caused by NA's negligence. Subscriber's data shall be maintained confidential and shall be retrieved and released only to Subscriber or upon Subscriber's authorization or by legal process. Internet access is not provided by NA and NA has no responsibility for such access or IP address service. NA shall have no liability for unauthorized access to the system through the Internet or other communication networks or data corruption or loss for any reason whatsoever. 10. ACCESS CONTROL ADMINISTRATION: if selected as a service to be provided in section 2 (Description of Monthly Services), NA will maintain the data base for the operation of the Access Control System. Subscriber will advise NA of all change in personnel and or changes access levels of authorization and restrictions, providing Access card serial numbers or biometric data and such information that Subscriber deems necessary to identify personnel. All communication by Subscriber to NA regarding personnel access must be in writing via email or fax to addresses designated by NA. NA shall have remote Internet access to the Subscriber's designated access control computer to program and make data base updates to the system. Subscriber is responsible for maintaining its computer and computer network and Internet access. LIMITED WARRANTY ON SALE 11. In the event that any part of the security system becomes defective, or in the event that any repairs are required, NA agrees to make all repairs and replacement of parts without costs to the Subscriber for a period of ninety (90) days from the date of installation. NA reserves the option to either replace or repair the alarm equipment, and reserves the right to substitute materials of equal quality at time of replacement, or to use reconditioned parts in fulfillment of this warranty. This warranty does not include batteries, electrical surges, lightning damage, software upgrades and repairs, communication devices that are no longer supported by communication pathways, obsolete components and components exceeding manufacturer's useful life. NA is not the manufacturer of the equipment and other than NA's limited warranty Subscriber agrees to look exclusively to the manufacturer of the equipment for repairs under its warranty coverage if any. Except as set forth in this agreement, NA makes no express warranties as to any matter whatsoever, including, without limitation, the condition of the equipment, its merchantability, or Its fitness for any particular purpose. NA does not represent nor warrant that the security system may not be compromised or circumvented, or that the system will prevent any loss by burglary, hold-up, fire cr otherwise; or that the system will in all cases provide the protection for which it is installed. NA expressly disclaims any implied warranties, including implied warranties of merchantability or fitness for a particular purpose. The warranty does not cover any damage to material or equipment caused by accident, misuse, attempted or unauthorized repair service, modification, or improper installation by anyone other than NA. NA shall not be liable for consequential damages. Subscriber acknowledges that any affirmation of fact or promise made by NA shall not be deemed to create an express warranty unless included in this agreement in writing; that Subscriber is not relying on NA's skill or judgment in selecting or furnishing a system suitable for any particular purpose and that there are no warranties which extend beyond those on the face of this agreement, and that NA has offered additional and more sophisticated equipment for an additional charge which Subscriber has declined. Subscriber's exclusive remedy for NA's breach of this agreement or negligence to any degree under this agreement is to require NA to repair or replace, at NA's option, any equipment which is non- operational. This Limited Warranty is independent of and in addition to service contracted under paragraph 3(d)(ii) of this agreement. This Limited Warranty gives you speck legal rights and you may also have other rights which vary from state to state. If required by law, NA will procure all permits required by local law and will provide certificate of workman's compensation prior to starting work. GENERAL PROVISIONS 12. FIRE ALARMS: Unless the Schedule of Equipment and Services provides for a fire alarm system 10 code NA makes no representation that the fire alarm equipment meets local code requirements or constitutes a fire alarm system as that term is defined by the Authority Having Jurisdiction [AHJ] over fire alarm systems In Subscriber's premises. If a fire alarm system to code is specified in the Schedule of Equipment and Services then NA will install fire alarm equipment pursuant to AHJ requirements. Subscriber agrees that any equipment required by the AHJ not specified in the Schedule of Equipment and Services shall be an extra to this agreement to be paid for by Subscriber at time said additional equipment is requested. 13. DELAY IN DELIVERY/ INSTALLATION / RISK OF LOSS OF MATERIAL: NA shall not be liable for any damage or loss sustained by Subscriber as a result of delay in delivery and/or installation of equipment, equipment failure, or for Interruption of service due to electric failure, strikes, walk -outs, war. acts of nature, or other causes, including NA's negligence or failure to perform any obligation. The estimated date work is to be substantially completed is not a definite completion date and time is not of the essence. In the event the work is delayed through no fault of NA, NA shall Exhibit ___ 1�___ 20-a have such additional time for performance as may be reasonably necessary under the circumstances. Subscriber agrees to pay NA the sum of $1,000 per day for each business day the work is re -scheduled or delayed by Subscriber or others engaged by Subscriber through no fault of NA on less than 24 hour notice to NA. If installation is delayed for more than one year from date hereof by Subscriber or other contractors engaged by Subscriber and through no fault of NA, Subscriber agrees to pay an additional 5% of the contract Purchase Price upon installation. Subscriber assumes ail risk of loss of material once delivered to the job site. 14. TESTING OF SECURITY SYSTEM: Security System, once installed, is in the exclusive possession and control of the Subscriber, and it is Subscriber's sole responsibility to test the operation of the Security System and to notify NA if it is In need of repair. Service if provided is pursuant to paragraph 6. 15. CARE AND SERVICE OF SECURITY SYSTEM: Subscriber agrees not to tamper with, remove or otherwise interfere with the Security System which shall remain in the same location as installed. All repairs, replacement or alteration to the security system made by reason of alteration to Subscriber's premises, or caused by unauthorized intrusion, lightning or electrical surge, or caused by any means other than normal usage, wear and tear, shall be made at the cost of the Subscriber. Batteries, electrical surges, lightning damage, software upgrades and repairs, communication devices that are no longer supported by communication pathways, obsolete components and components exceeding manufacturers useful life, are not included In warranty or service under paragraph 6 and will be repaired or replaced at Subscriber's expense. No apparatus or device shall be attached to or connect with the security system as originally installed without NA's written consent. 16. ALTERATION OF PREMISES FOR INSTALLATION: NA is authorized to make preparations such as drilling holes, driving nails, making attachments or doing any other thing necessary in NA's sole discretion for the installation and service of the security system, and NA shall not be responsible for any condition created thereby as a result of such installation, service, or removal of the security system, and Subscriber represents that the owner of the premises, if other than Subscriber, authorizes the Installation of the security system under the terms of this agreement. 17. SUBSCRIBER'S DUTY TO SUPPLY ELECTRIC AND TELEPHONE SERVICE: Subscriber agrees to furnish, at Subscriber's expense, all 110 Volt AC power, electrical cutlet and dedicated receptacle, internet connection, high speed broadband cable or DSL and IP Address, telephone hook-ups, RJ31x Block or equivalent, as deemed necessary by NA. 18. LIEN LAW: NA or any subcontractor engaged by NA to perform the work or furnish material who is not paid may have a claim against purchaser or the owner of the premises If other than the purchaser which may be enforced against the property in accordance with the applicable lien laws. 19. INDEMNITY I WAIVER OF SUBROGATION RIGHTS I ASSIGNMENTS: Subscriber agrees to indemnify and hold harmless NA, its employees, agents and subcontractors, from and against all claims, lawsuits, including those brought by third -parties or by Subscriber, including reasonable attorneys' fees and losses, asserted against and alleged to be caused by NA's performance, negligence or failure to perform any obligation under this agreement. Parties agree that there are no third party beneficiaries of this agreement. Subscriber on Its behalf and any insurance carrier waives any right of subrogation Subscriber's insurance carrier may otherwise have against NA or NA's subcontractors arising out of this agreement or the relation of the parties hereto. Subscriber shall not be permitted to assign this agreement without written consent of NA. NA shall have the right to assign this agreement and shall be relieved of any obligations herein upon such assignment. 20. EXCULPATORY CLAUSE: NA and Subscriber agree that NA is not an insurer and no insurance coverage is offered herein. The security equipment and NA's services are designed to reduce certain risks of loss, though NA does not guarantee that no lass will occur. NA is not assuming liability, and, therefore, shall not be liable to Subscriber for any loss, data corruption or inability to retrieve data, personal injury or properly damage sustained by Subscriber as a result of Intrusion, burglary, theft, hold-up, fire, equipment failure, smoke, or any other cause whatsoever, regardless of whether or not such loss or damage was caused by or contributed to by NA's negligent performance to any degree in furtherance of this agreement, any extra contractual or legal duty, strict products liability, or negligent failure to perform any obligation pursuant to this agreement or any other legal duty. In the event of any loss or injury to any person or property, Subscriber agrees to look exclusively to Subscriber's insurer to recover damages. Subscriber releases NA from any claims for contribution, indemnity or subrogation. 21. INSURANCE: The Subscriber shall maintain a policy of public liability, property damage, burglary and theft insurance. NA shall not be responsible for any portion of any loss or damage which is recovered or recoverable by the Subscriber from Insurance covering such loss or damage or for such loss or damage against which the Subscriber is indemnified or insured. In the event of any loss or injury to any person or property, Subscriber agrees to look exclusively to Subscriber's Insurer to recover damages. Subscriber shall obtain insurance to cover any loss the security services are intended to detect to one hundred percent of the insurable value, and Subscriber and all those claiming rights under Subscriber waive all rights against NA and its subcontractors for loss or damages caused by burglary, theft, water, smoke, fire or other perils intended to be detected by the security services or covered by insurance to be obtained by Subscriber, except such rights as they may have to the proceeds of insurance. 22. LIMITATION OF LIABILITY: Subscriber agrees that should there arise any liability on the part of NA as a result of NA's negligent performance to any degree or negligent failure to perform any of NA's obligations pursuant to this agreement or any other legal duty, equipment failure, or strict products liability, that NA's liability shall be limited to the sum of $250.00 or 5% of the sales price or 6 times the aggregate of monthly payments for services being provided at time of loss, whichever is greater. If Subscriber wishes to increase NA's amount of limitation of liability, Subscriber may, as a matter of right, at any time, by entering into a supplemental agreement, obtain a higher limit by paying an annual payment consonant with NA's increased liability. This shall not be construed as insurance coverage. 23. LEGAL ACTION / EARLY TERMINATION / AGREEMENT TO ARBITRATE: The parties agree that due to the nature of the services to be provided by NA, the payments to be made by the Subscriber for the term of the services part of this agreement form an integral part of NA's anticipated profits; that in the event of Subscriber's default it would be difficult if not impossible to fix NA's actual damages. Therefore, in the event Subscriber defaults in any payment or charges to be paid to NA, the balance of all payments for the entire term herein shall immediately become due and payable, and Subscriber shall be liable for 80% thereof as liquidated damages and NA shall be permitted to terminate all its services, including but not limited to terminating monitoring service, under this agreement and to remotely re -program or delete any programming without relieving Subscriber of any obligation herein. If NA prevails in any litigation or arbitration between the parties, Subscriber shall pay NA's legal fees. In any action commenced by NA against Subscriber, Subscriber shall not be permitted to interpose any counterclaim. The parties agree that they may bring claims against the other only in their individual capacity, and not as a class action plaintiff or class action member in any purported class or representative proceeding. Subject to Subscriber's right to bring any claim against NA for up to $1,000 in small claims court having jurisdiction, any dispute between the parties or arising out of this agreement, including issues of arbitrability, shall, at the option of any party, be determined by arbitration before a single arbitrator administered by Arbitration Services Inc., under its Arbitration Rules www.ArbitrationServiceslnc.com, except that no punitive damages may be awarded. Service of process or papers to any legal proceeding or arbitration between the parties may be made by First -Class Mail delivered by the U.S. Postal Service addressed to the party's address in this agreement or another address provided by the party in writing to the party making service. Subscriber submits to the jurisdiction and laws of Indiana and agrees that any litigation or arbitration between the parties must be commenced and maintained in the county where NA's principal place of business is located. The parties waive trial by jury in any action between them unless prohibited by law. Any action by Subscriber against NA must be commenced within one year of the accrual of the cause of action or shall be barred. All actions or proceedings against NA must be based on the provisions of this agreement. Any other action that Subscriber may have or bring against NA in respect to other services rendered in connection with this agreement shall be deemed to have merged in and be restricted to the terms and conditions of this agreement, and this consent to arbitrate shall survive the termination of this agreement. 24. NA'S RIGHT TO SUBCONTRACT SPECIAL SERVICES: Subscriber agrees that NA is authorized and permitted to subcontract any services to be provided by NA to third parties who may be independent of NA, and that NA shall not be liable for any loss or damage sustained by Subscriber by reason of fire, theft, burglary or any other cause whatsoever caused by the negligence of third parties. Subscriber appoints NA to act as Subscriber's agent with respect to such third parties, except that NA shall not obligate Subscriber to make any payments to such third parties. Subscriber acknowledges that this agreement, and particularly those paragraphs relating to NA's disclaimer of warranties, exemption from liability, even for Its �N Exhibit�— 3 oer6 negligence, limitation of liability and indemnification, inure to the benefit of and are applicable to any assignees, subcontractors, manufacturers, vendors and central offices of NA. 25. FALSE ALARMS / PERMIT FEES: Subscriber is responsible for all alarm permits and fees, agrees to file for and maintain any permits required by applicable law and indemnify or reimburse NA for any fines relating to permits or false alarms. NA shall have no liability for permit fees, false alarms, false alarm fines, police or fire response, any damage to personal or real property or personal Injury caused by police or fire department response to alarm, whether false alarm or otherwise, or the refusal of the police or fire department to respond. in the event of termination of police or fire response by the municipal police or fire department this agreement shall nevertheless remain in full force and Subscriber shall remain liable for all payments provided for herein. Should NA be required by existing or hereafter enacted law to perforin any service or furnish any material riot specifically covered by the terms of this agreement Subscriber agrees to pay NA for such service or material. 26. CREDIT INVESTIGATION: Subscriber and any guarantor authorize NA to conduct credit investigations from time to time to determine Subscriber's and guarantor's credit worthiness. 27. FULL AGREEMENT / SEVERABILITY: This agreement along with the Schedule of Equipment and Services constitutes the full understanding of the parties and may not be amended, modified or canceled, except in writing signed by both parties, except NA's requirements regarding items of protection provided for in this agreement imposed by Authority Having Jurisdiction. Subscriber acknowledges and represents that Subscriber has not relied on any representation, assertion, guarantee, warranty, collateral agreement or other assurance, except those set forth In this Agreement. Subscriber hereby waives all rights and remedies, at law or in equity, arising, or which may arise, as the result of Subscriber's reliance on such representation, assertion, guarantee, warranty, collateral agreement or other assurance. To the extent this agreement is inconsistent with any other document, agreement, purchase order or understanding between the parties, the terms of this agreement shall govern. Should any provision of this agreement be deemed void, the remaining parts shall not be effected. SUBSCRIBER ACKNOWLEDGES RECEIVING A FULLY EXECUTED COPY OF THIS A PAGE AGREEMENT AND SCHEDULE OF EQUIPMENT ATTIME OF EXECUTION. NELSON ALARM: SUBSCRIBER: Prepared By: Approved By: Signature: Date: Date: ACH AUTHORIZATION: I authorize NA to charge my bank account indicated below on the 10'h of each quarter for advance payment of my central station monitoring and applicable services checked in section 2 of this agreement. Subscriber inititals Name on Acct: Bank Name: Account#: Routing #: Bank City / State: Exhibit —A, Y01q "Z& Subscriber Details Subscriber Name: City of Carmel Schedule of Equipment ❑ New Install ® New Takeover ❑ Existing Upgrade ❑ Reconnect Existing Devices Lead Source: ❑ Advertisment ❑ Cold Call M Expansion ❑ Referral ❑ Direct Marketing ❑ Family and Friend ❑ Reconnection Current Building Layout Existing Alarm Panel Type: Various Communicator: B Land Line iiii Cellular ❑ Internet Structure: ❑Ranch ❑ 2t Stories ❑ Tri -Level ❑ AIIMetal Foundation: Finished Basement ❑ Yes ❑ No Attic Access: ❑ Yes ❑ No Ceilings: ❑ Drywall ❑ Tiles Equipment Required: CITY DESCRIPTION HW / WL Device Location ADDITIONAL INFORMATION: See Schedule -A for detail. Salesman Initials: Customer Initials: Exhibit Schedule - A Monthly Service Fees Parts Quantity Service Fire/Burg Burglar Total Fire Contract Incl. Partitional Turbo Zone IGSMV4 IP GSM Fire # location Name Monitoring Connect Monitoring '71 Inspection Panel 128FBPT Keypad Expander Communicator Communicator Relay Module 1 City Hall 1 45 _ 201 331 1 4 5 1 1 1 2 Police Dept 1 451 71 Incl. w/Burg 33 1 4 _ 4 1 0 1 3 Fire Dept 41 - 45 71 Incl. w/Burg 33 1 2 5 1 0 1 4 ICS Building 45 7 Ind. w/Burg 33 1 2 2 1 0 1 5 Street Dept 45 7 Incl. w/Burg 33 1 0 0 6 Gun Range 45 7 Incl. w/Burg 33 0 0 0 1 0 2 7 Police Maint. Garage 45 7 Incl. w/Burg 33 1 0 0 0 0 1 8 Tower Site 45 7 Incl. w/Burg 33 1 1 2 1 0 1 9 Fire Dept 42 45 7 Incl. w/Burg 33 1 2 2 1 0 1 10 Fire Dept 43 45 7 Incl. w/Burg 33 1 2 2 1 0 1 31 Fire Dept 44 45 7 Incl. w/Burg 33 1 2 2 1 0 1 12 Fire Dept 46 45 7 Incl. w/Burg 33 1 2 2 1 0 1 13 Fire Dept 45 45 7 Ind. w/Burg 33 1 2 3 1 0 1 14 CID/SID 45 7 Incl. w/Burg 33 0 0 0 1 0 1 15 Fire Dept. Training Ctr 45 7 Incl. w/Burg 33 0 2 0 1 0 1 16 Salt Barn 45 7 Incl. w/Burg 33 1 2 2 1 0 1 17 Utilities/ CRC 45 7 Incl. w/Burg 33 1 2 01 11 0 1 765 119 20 561 14 29 31 16 1 if Burg Monitoring 765 Total Connect 119 Fire Monitoring 20 Service Contract 561 Total Monthly Fees 1,465 Per Location Conversion Cost 0 EXHIBIT B Invoice Nance of Company.- Address ompany:Address & Zip: Telephone No.: Fax No.: Project Name: Invoice No. Purchase Order No: Date: Signature Printed Name Goods Services Person Providing Goods/Services Date Goods/ Service Provided Goods/Services Provided (Describe each good/service separately and in detail) Cost Per Item Hourly Rate/ Hours Worked Total GRAND TOTAL Signature Printed Name EXHIBIT C INSURANCE COVERAGES Worker's Compensation & Disability Employer's Liability: Bodily Injury by Accident/Disease: Bodily Inj ury by Accident/Disease: Bodily Injury by Accident/Disease: Property damage, contractual liability, products -completed operations: General Aggregate Limit (other than Products/Completed Operations): Products/Completed Operations: Personal & Advertising Injury Statutory Limits $100,000 each employee $250,000 each accident $500,000 policy limit $500,000 $500,000 Policy Limit: $500,000 Each Occurrence Limit: $250,000 Fire Damage (any one fire): $250,000 Medical Expense Limit (any one person): $ 50,000 Comprehensive Auto Liability (owned, hired and non -owned) Bodily Single Limit: Injury and property damage: Policy Limit: Umbrella Excess Liability Each occurrence and aggregate: Maximum deductible: $500,000 each accident $500,000 each accident $500,000 $500,000 $ 10,000 EXHIBIT D AFFIDAVIT VAyrb IV7X4*.JT , 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 SJECVJt7 TY MAti4dt C.A.P. POA N4tia,, (the "Employer") in the position of P�tsr:p�aT 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 d7 day of &4A.-oR✓ __, 20 to . Printed: DA✓t0 1VAMA,,.r►T 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. „40f-, Printed: O o.: p Nt kA rt_ City®f Carme� INDIANA RETAIL TAX EXEMPT CERTIFICATE NO. 003120155 002 0 FEDERAL EXCISE TAX EXEMPT ONE CIVIC SQUARE 35-6000972 CARMEL, INDIANA 46032-2584 -ORM APPROVED BY STATE BOARD OF ACCOUNTS FOR CITY OF CARMEL - 1997 1ASE ORDER DATE DATE REQUIRED REQUISITION NO. VENDOR NO. 2/19/2018 00352213 NELSON ALARM COMPANY VENDOR 2602 E 55TH STREET INDIANAPOLIS, IN 46220 PURCHASE ID BLANKET I CONTRACT 23580 QUANTITY UNIT OF MEASURE Department: 1115 Fund: 101 Account: 43-509.00 General Fund PAYMENT TERMS DESCRIPTION Page 1 of 1 PURCHASE ORDER NUMBER 101411 THIS NUMBER MUST APPEAR ON INVOICES, AIP VOUCHER, DELIVERY MEMO, PACKING SUPS, I SHIPPING LABELS AND ANY CORRESPONDENCE DESCRIPTION City Alarm Monitoring ICS SHIP 31 1 st Avenue N.W. TO Carmel, IN 46032 - Timothy Renick 1 Each City Alarm monitoring - March 2018 -December 2018 UNIT PRICE (317) 571-2576 FREIGHT $14,650.00 Sub Total EXTENSION $14,650.00 $14,650.00 Send Invoice To: ICS City alarm monitoring from March 2018 - December 2018 Timothy Renick 31 1st Avenue N.W. Carmel, IN 46032- (317) 571-2576 PLEASE INVOICE IN DUPLICATE DEPARTMENT ACCOUNT PROJECT PROJECT ACCOUNT AMOUNT PAYMENT $14,650.00 SHIPPING INSTRUCTIONS ' NP VOUCHER CANNOT BE APPROVED FOR PAYMENT UNLESS THE P.O. NUMBER IS MADE A PART OF THE VOUCHER AND EVERY INVOICE AND VOUCHER HAS THE PROPER SWORN 'SHIP PREPAID. AFFIDAVIT ATTACHED. I HEREBY CERTIFY THAT THERE IS AN UNOBUGATED BALANCE IN 'C.O.D. SHIPMENT CANNOT BE ACCEPTED. THIS APPROPRIATION SUFFICIENT TO PAY FOR THE ABOVE ORDER. 'PURCHASE ORDER NUMBER MUST APPEAR ON ALL SHIPPING LABEL 'THIS ORDER ISSUED IN COMPLIANCE WITH CHAPTER 99, ACTS 1945 AND ACTS AMENDATORY THEREOF AND SUPPLEMENT THERETO. ORDERED BY Timothy Renick James Crider TITLE Director Administration CONTROL NO. 101411 CLERK -TREASURER