Nelson 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.
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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.
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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
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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.
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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.
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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,
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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