Loading...
HomeMy WebLinkAboutPaperless Packet for BPW 08.02.23Board of Public Works and Safety Meeting Agenda Wednesday, August 2, 2023 – 10:00 a.m. Council Chambers City Hall, One Civic Square MEETING CALLED TO ORDER 1.MINUTES a.Minutes from the July 19, 2023, Regular Meeting 2.BID OPENING AND AWARD a.Bid Opening for 22-ENG-13 Miscellaneous Path Connections 3.PERFORMANCE BOND REDUCTION APPROVAL REQUEST a.Resolution BPW 08-02-23-01; Waterfront at West Clay, Sections 2C and 5A; Erosion Control; Paul Shoopman Building Corp. b.Resolution BPW 08-02-23-02; Albany Village; Common Walk; Platinum Properties 4.CONTRACTS a.Request for Purchase of Goods and Services; Jacob-Dietz, Inc.; ($10,986.60); Semi Annual Inspection of Fire Protection Systems; Chief David Haboush, Carmel Fire Department b.Request for Purchase of Goods and Services; Kelley Automotive Group, LLC; ($36,985.00); 15-Passenger Van; Chief David Haboush, Carmel Fire Department c.Request for Purchase of Goods and Services; American Structurepoint, Inc.; ($176,799.00); 22-SW-01 Springmill Run Culvert Replacement; Additional Services Amendment; Jeremy Kashman, City Engineer d.Request for Purchase of Goods and Services; Beam, Longest & Neff, LLC; ($3,375.00); Fair Market Value Appraisal; Jeremy Kashman, City Engineer e.Request for Purchase of Goods and Services; EMCS, Inc.; ($83,877.50); 22-ENG-14 126th Street Path; Jeremy Kashman, City Engineer f.Request for Purchase of Goods and Services; Officeworks Services, LLC; ($11,974.55); Workstations; Additional Services Amendment; Jeremy Kashman, City Engineer g.Request for Purchase of Goods and Services; Rieth Riley Construction; ($102,383.56); 20-ENG-01 Smoky Row Reconstruction; Change Order #8; Jeremy Kashman, City Engineer h.Request for Purchase of Goods and Services; Rieth Riley Construction; ($678,871.99); 20-ENG-03 3rd Avenue SW Reconstruction Autumn to 2nd Street; Change Order #1; Jeremy Kashman, City Engineer i. Request for Purchase of Goods and Services; White Construction, Inc,; ($482,010.42); 18-ENG-05 Richland Ave & Main St and Lexington Blvd & Main St Intersection Improvement; Change Order #1; Jeremy Kashman, City Engineer j. Request for Purchase of Goods and Services; Johnson Controls Fire Protection, LP; ($2,250.26); Annual Service Agreement; Matt Higginbotham, Street Commissioner k. Request for Purchase of Goods and Services; Kone, Inc.; ($4,860.00); Annual Service Agreement; Matt Higginbotham, Street Commissioner 5. REQUEST TO USE CITY STREETS/PROPERTY a. Request to Use Midtown Plaza and Use/Close City Streets; Fall Festival; October 14, 2023; 9:00 AM – 9:00 PM; Marissa Kay, City of Carmel b. Request to Use Midtown Plaza and Use/Close City Streets; Community Bicycle Event; September 16, 2023; 6:00 AM – 2:00 PM; Matt Tanner, Rollfast c. Request to Use Midtown Plaza and Use/Close City Streets; Colts Viewing Party; September 24, 2023; 8:00 AM – 6:30 PM; Ashlyn Braley, Indianapolis Colts d. Request to Use Midtown Plaza; Free Shaved Ice Giveaway; August 22, 2023; 5:00 PM – 8:30 PM; Lisa Elmore, Hamilton County Republican Party e. Request to Close the Drive around the Palladium; Wedding; September 3, 2023; 6:00 AM – 7:00 PM; Cindy Schassberger, Hotel Carmichael f. Request to Use Midtown Plaza; Outdoor Workout and Fundraising Event; October 21, 2023; 8:00 AM – 3:00 PM; Alizabeth Van Duyn, Muscle Mobility g. Request for Lane Restrictions and Traffic Control; 5K Race; September 30, 2023; 6:00 AM – 10:30 AM; Connie Martin, Trinity Free Clinic 6. OTHER a. Request for Consent to Encroach and Variance; 321 1st Ave. SE; Derek & Amy Van Ostrand Fakehany, Property Owners – TABLED ON 7/5/23 b. Request for Grant of Permanent Construction Easement; 530 S Rangeline Road; Duke Energy c. Request for Waiver of BPW Resolution No. 04-28-17-01, Lane Restrictions; 3675 W 106th Street; AES, Inc. d. Request for Waiver of BPW Resolution 04-28-17-01, Lane Restrictions; 10597 Lasalle Road; AES, Inc e. Request for Waiver of BPW Resolution 04-28-17-01, Lane Restrictions; 11333 Gray Road; AES, Inc f. Request for Waiver of BPW Resolution 04-28-17-01, Lane Restrictions; Crossfields Drive & 116th Street; AES, Inc g. Request for Replat; Ambleside 1A & 1B; Kyle Eichhorn, HWC Engineering h. Request for Open Pavement Cut and Road Closure; Springmill Road South of Hamlet Drive; Brock Avery, Harvey Construction i. Request for Consent to Encroach and Variance; 12782 Horseferry Road; Matthew & Raygan Golitko, Property Owners j. Request for Consent to Encroach and Variance; 14330 Overbrook Drive; Kenneth Lovik, Property Owner k. Request for Consent to Encroach and Variance; 14472 Jeremy Drive; Justin & Mishell Cox, Property Owners l. Request for Right of Way Dedication; Parcel 4 and Parcel 11; Village Housing Corporation m. Request for Grant of Perpetual Stormwater Quality Management Easement; 1701 E 116th Street; S-Mart Real Estate, Inc. n. Request for Grant of Water Quality Preservation Easement; 1701 E 116th Street; S- Mart Real Estate, Inc. o. Request for Lane Restriction and Sidewalk Closure; 473 Third Ave SW; Dwayne Darnell, SAC Wireless p. Request for Open Pavement Cut and Lane Restriction; 520 E Main Street; Centerpoint Energy q. Request for Open Pavement and Lane Restriction; 5160 E 96th Street; Centerpoint Energy r. Request for Underground and Buried Utility Waiver; Small Cell Permit; 12746 Clay Center Road; Stephen Carr, AT&T Mobility s. Request for Sidewalk/Street Closure; 2140 E 116th Street; Steven Rucker, Weihe Engineers 7. ADJOURNMENT Board of Public Works and Safety Meeting 1 Minutes 2 Wednesday, July 19, 2023 – 10:00 a.m. 3 Council Chambers City Hall, One Civic Square 4 5 6 7 MEETING CALLED TO ORDER 8 9 Mayor James Brainard called the meeting to order at 10:00 AM 10 11 MEMBERS PRESENT 12 13 Mayor James Brainard, Board Members Mary Ann Burke and Lori Watson, and Deputy Clerk Jessica 14 Komp were present. 15 16 MINUTES 17 18 Minutes from the July 5, 2023 Regular Meeting. Board Member Burke moved to approve. Board Member 19 Watson seconded. Minutes were approved 3-0. 20 21 CONTRACTS 22 23 Request for Purchase of Goods and Services; Humane Society for Hamilton County; ($126,182.30); 24 Animal Shelter Services; Board Member Burke moved to approve. Board Member Watson seconded. 25 Request approved 3-0. 26 27 Request for Purchase of Goods and Services; Mid-America Elevator, Co., Inc.; ($89,450.00); Elevator 28 Modernization; Board Member Burke moved to approve. Board Member Watson seconded. Request 29 approved 3-0. 30 31 Request for Purchase of Goods and Services; Paxton Klitzsch; ($25/hour performance fee plus 32 $15/hour additional services); Performance Agreement - The Mascot “Spokes”; Board Member Burke 33 moved to approve. Board Member Watson seconded. Request approved 3-0. 34 35 Resolution BPW 07-19-23-01; A Resolution of the City of Carmel Board of Public Works and Safety 36 Acknowledging Agreement between City and Vendor; Rollfast, Inc.; ($5,000.00); Learn 2 Ride 37 Program; Additional Services Agreement; Board Member Burke moved to approve. Board Member 38 Watson seconded. Resolution approved 3-0. 39 40 Request for Joint Use and Maintenance Agreement; The Indiana Department of Transportation and 41 the City of Westfield and the City of Carmel; Signs and Totem Structure on US 31; Board Member 42 Burke moved to approve. Board Member Watson seconded. Request approved 3-0. 43 44 Resolution BPW 07-19-23-03; A Resolution of the City of Carmel Board of Public Works and Safety 45 Acknowledging Agreement between City and Vendor; Howard Asphalt, LLC d/b/a Howard 46 Companies; ($764,660.00); 23-STR-07 Brookshire Paving; Board Member Burke moved to approve. 47 Board Member Watson seconded. Resolution approved 3-0. 48 49 Request for Purchase of Goods and Services; Al Warren Oil Company, Inc.; ($58,690.50); Fuel 50 Storage Tanks and Fuel; Board Member Burke moved to approve. Board Member Watson seconded. 51 Request approved 3-0. 52 53 Request for Purchase of Goods and Services; Decorative Paving Company; ($174,125.00); 23-STR-06 54 Palladium Pavers; Board Member Burke moved to approve. Board Member Watson seconded. Request 55 approved 3-0. 56 57 REQUEST TO USE CITY STREETS/PROPERTY 58 59 Request to Use Carter Green; Collector Car Exhibit; August 30, 2023; 10:00 AM – 4:00 PM; Board 60 Member Burke moved to approve. Board Member Watson seconded. Request approved 3-0. 61 62 Request to Use Civic Square Gazebo/Lawn and City Streets; 5K Race; August 20, 2023; 6:00 AM – 63 12:00 PM; Board Member Burke moved to approve. Board Member Watson seconded. Request 64 approved 3-0. 65 66 Request to Use Midtown Plaza; Musical Talent Show; August 24 - 27, 2023; 1:00 PM – 11:00 PM; 67 Board Member Burke moved to approve. Board Member Watson seconded. Request approved 3-0. 68 69 Request to Use Midtown Plaza; Outdoor Workout; July 26, 2023; 5:00 PM – 7:00 PM; Board Member 70 Burke moved to approve. Board Member Watson seconded. Request approved 3-0. 71 72 Request to Use Midtown Plaza; Outdoor Workout; August 18, 2023; 9:00 AM – 10:00 AM; Board 73 Member Burke moved to approve. Board Member Watson seconded. Request approved 3-0. 74 75 Request to Use/Close City Streets; Family Summer Concert Series; Wednesday Evenings July 5 – 76 September 27, 2023; 5:00 PM – 10:30 PM; Melanie Brewer, Fountain Square Committee – TABLED 77 ON 7/5/23 – TABLED REQUEST WAS WITHDRAWN 78 79 Request to Acknowledge Approval of Use of Civic Square Gazebo/Lawn and Addition of Handicapped 80 Parking Spaces; Family Summer Concert Series; Wednesday Evenings May 31 – September 27, 2023; 81 12:00 PM – 10:00 PM; Board Member Burke moved to approve. Board Member Watson seconded. 82 Request approved 3-0. 83 84 OTHER 85 86 Request for Consent to Encroach and Variance; 321 1st Ave. SE; Derek & Amy Van Ostrand 87 Fakehany, Property Owners – TABLED ON 7/5/23 – REQUEST REMAINS TABLED 88 89 Request for Replat; Caress Corner; Board Member Burke moved to approve. Board Member Watson 90 seconded. Request approved 3-0. 91 92 Request for Secondary Plat; Carmel Midtown; Board Member Burke moved to approve. Board 93 Member Watson seconded. Request approved 3-0. 94 95 Request for Consent to Encroach and Variance; 10701 North College Ave, Suite B; Board Member 96 Burke moved to approve. Board Member Watson seconded. Request approved 3-0. 97 98 99 Request for Curb Cut and Curb Cut Vacation; 1015 Oswego Road; Board Member Burke moved to 100 approve. Board Member Watson seconded. Request approved 3-0. 101 102 Request for Curb Cut; 13175 Towne Road; Board Member Burke moved to approve. Board Member 103 Watson seconded. Request approved 3-0. 104 105 Request for Curb Cut; Ace Hardware at Towne & Harleston; Board Member Burke moved to approve. 106 Board Member Watson seconded. Request approved 3-0. 107 108 Request for Second Curb Cut; 865 W. 136th Street; Board Member Burke moved to approve. Board 109 Member Watson seconded. Request approved 3-0. 110 111 Request for Stormwater Technical Standards Waiver; 126th and Shelborne Road – Reed Property; 112 Board Member Burke moved to approve. Board Member Watson seconded. Request approved 3-0. 113 114 Request for Stormwater Technical Standards Waiver; Woodland Country Club; Woodland Drive; 115 Board Member Burke moved to approve. Board Member Watson seconded. Request approved 3-0. 116 117 Resolution BPW 07-19-23-02; A Resolution of the City of Carmel Board of Public Works and Safety 118 Appointing Special Police Officers; Board Member Burke moved to approve. Board Member Watson 119 seconded. Resolution approved 3-0. Swearing-in Ceremony to follow business portion of meeting. 120 121 ADD-ONS 122 123 Board Member Burke moved to add two add-on items to the agenda. Board Member Watson seconded. 124 Approved 3-0. 125 126 Contract Award for 106th Street Lift Station Expansion Project 127 The Department of Utilities requests the approval of a contract with Thieneman Construction for the 128 106th Street Lift Station Expansion Project, in the amount of $6,536,000.00. Theineman Construction 129 was previously awarded the bid as the lowest responsive bidder. Presented by Sergey Grechukhin, 130 Office of Corporation Counsel. Board Member Burke moved to approve the contract. Board Member 131 Watson seconded. Approved 3-0. 132 133 Purchase of Vehicle for Department of Administration 134 The Department of Administration requests the approval of an Additional Services Amendment 135 contract for a financed vehicle with Kelly Automotive. Vehicle replaces a damaged (totaled) vehicle, 136 on which an insurance claim was paid. Presented by Sergey Grechukhin, Office of Corporation 137 Counsel. Board Member Burke moved to approve the contract. Board Member Watson seconded. 138 Approved 3-0. 139 140 CEREMONY 141 142 Mayor Brainard performed the oaths to swear in Samuel Brown and Austin Webb as Special Police 143 Officers with Carmel Police Department. As such, Samuel Brown and Austin Webb will be Animal 144 Control Specialists/Community Service Officers (“CSOs”), enforcing the parking and animal control 145 provisions of Carmel City Code. 146 147 148 ADJOURNMENT 149 150 Mayor James Brainard adjourned the meeting at 10:09. 151 152 153 APPROVED: ____________________________________ 154 Sue Wolfgang – City Clerk 155 156 157 158 _____________________________________ 159 Mayor James Brainard 160 161 162 ATTEST: 163 __________________________________ 164 Sue Wolfgang – City Clerk 165 166 CzTfshfzHsfdivlijobu23;13qn-Kvm29-3134 Jacob-Dietz, Inc. Fire Department - 2023 Appropriation #1120 101 43-509.00, 1115 101 43-501.00 Funds; P.O. #s 109826, 109832 Contract Not To Exceed $10,986.60 6. DISCLOSURE AND WARNINGS: If requested by City, Vendor shall promptly furnish to City, in such form and detail as City may direct, a list of all chemicals, materials, substances and items used in or during the provision of the Goods and Services provided hereunder, including the quantity, quality and concentration thereof and any other information relating thereto. At the time of the delivery of the Goods and Services provided hereunder, Vendor agrees to furnish to City sufficient written warning and notice (including appropriate labels on containers and packing) of any hazardous material utilized in or that is a part of the Goods and Services. 7. LIENS: Vendor shall not cause or permit the filing of any lien on any of City’s property. In the event any such lien is filed and Vendor fails to remove such lien within ten (10) days after the filing thereof, by payment or bonding, City shall have the right to pay such lien or obtain such bond, all at Vendor’s sole cost and expense. 8. DEFAULT: In the event Vendor: (a) repudiates, breaches or defaults under any of the terms or conditions of this Agreement, including Vendor’s warranties; (b) fails to provide the Goods and Services as specified herein; (c) fails to make progress so as to endanger timely and proper provision of the Goods and Services and does not correct such failure or breach within five (5) business days (or such shorter period of time as is commercially reasonable under the circumstances) after receipt of notice from City specifying such failure or breach; or (d) becomes insolvent, is placed into receivership, makes a general assignment for the benefit of creditors or dissolves, each such event constituting an event of default hereunder, City shall have the right to (1) terminate all or any parts of this Agreement, without liability to Vendor; and (2) exercise all other rights and remedies available to City at law and/or in equity. 9. INSURANCE AND INDEMNIFICATION: Vendor shall procure and maintain in full force and effect during the term of this Agreement, with an insurer licensed to do business in the State of Indiana, such insurance as is necessary for the protection of City and Vendor from all claims for damages under any workers’ compensation, occupational disease and/or unemployment compensation act; for bodily injuries including, but not limited to, personal injury, sickness, disease or death of or to any of Vendor’s agents, officers, employees, contractors and subcontractors; and, for any injury to or destruction of property, including, but not limited to, any loss of use resulting therefrom. The coverage amounts shall be no less than those amounts set forth in attached Exhibit C. Vendor shall cause its insurers to name City as an additional insured on all such insurance policies, shall promptly provide City, upon request, with copies of all such policies, and shall provide that such insurance policies shall not be canceled without thirty (30) days prior notice to City. Vendor shall indemnify and hold harmless City from and against any and all liabilities, claims, demands or expenses (including, but not limited to, reasonable attorney fees) for injury, death and/or damages to any person or property arising from or in connection with Vendor’s provision of Goods and Services pursuant to or under this Agreement or Vendor’s use of City property. 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. S:\\Contracts\\Departments\\CFD\\2023\\Jacob-Dietz, Inc. Goods and Services.docx:6/27/2023 1:13 PM\] 2 Jacob-Dietz, Inc. Fire Department - 2023 Appropriation #1120 101 43-509.00, 1115 101 43-501.00 Funds; P.O. #s 109826, 109832 Contract Not To Exceed $10,986.60 10. GOVERNMENT COMPLIANCE: Vendor agrees to comply with all federal, state and local laws, executive orders, rules, regulations and codes which may be applicable to Vendor’s performance of its obligations under this Agreement, and all relevant provisions thereof are incorporated herein by this reference. Vendor agrees to indemnify and hold harmless City from any loss, damage and/or liability resulting from any such violation of such laws, orders, rules, regulations and codes. This indemnification obligation shall survive the termination of this Agreement. 11. NONDISCRIMINATION: Vendor represents and warrants that it and all of its officers, employees, agents, contractors and subcontractors shall comply with all laws of the United States, the State of Indiana and City prohibiting discrimination against any employee, applicant for employment or other person in the provision of any Goods and Services provided by this Agreement with respect to their hire, tenure, terms, conditions and privileges of employment and any other matter related to their employment or subcontracting, because of race, religion, color, sex, handicap, national origin, ancestry, age, disabled veteran status and/or Vietnam era veteran status. 12. E-VERIFY: Pursuant to I.C. § 22-5-1.7 et seq., 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. 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. S:\\Contracts\\Departments\\CFD\\2023\\Jacob-Dietz, Inc. Goods and Services.docx:6/27/2023 1:13 PM\] 3 Jacob-Dietz, Inc. Fire Department - 2023 Appropriation #1120 101 43-509.00, 1115 101 43-501.00 Funds; P.O. #s 109826, 109832 Contract Not To Exceed $10,986.60 17. SEVERABILITY: If any term of this Agreement is invalid or unenforceable under any statute, regulation, ordinance, executive order or other rule of law, such term shall be deemed reformed or deleted, but only to the extent necessary to comply with same, and the remaining provisions of this Agreement shall remain in full force and effect. 18. NOTICE: Any notice provided for in this Agreement will be sufficient if itis in writing and is delivered by postage prepaid U.S. certified mail, return receipt requested, to the party to be notified at the address specified herein: If to City: City of Carmel AND City of Carmel Fire Department Office of Corporation Counsel 210 Veterans Way One Civic Square Carmel, Indiana 46032 Carmel, Indiana 46032 If to Vendor: Jacob-Dietz, Inc. 130 S Ewing Street Indianapolis, Indiana 46201 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. In the event of such termination, Vendor shall be entitled to receive only payment for the undisputed invoice amount representing conforming Goods and Services delivered as of the date of termination, except that such payment amount shall not exceed the Estimate amount in effect at the time of termination, unless the parties have previously agreed in writing to a greater amount. 19.2 City may terminate this Agreement at any time upon thirty (30) days prior notice to Vendor. In the event of such termination, Vendor shall be entitled to receive only payment for the undisputed invoice amount of conforming Goods and Services delivered as of the date of termination, except that such payment amount shall not exceed the Estimate amount in effect at the time of termination, unless the parties have previously agreed in writing to a greater amount. 19.3 The City may terminate this Agreement pursuant to Paragraph 11 hereof, as appropriate. 20. REPRESENTATIONS AND WARRANTIES The parties represent and warrant that they are authorized to enter into this Agreement and that the persons executing this Agreement have the authority to bind the party which they represent. 21. ADDITIONAL GOODS AND SERVICES Vendor understands and agrees that City may, from time to time, request Vendor to provide additional goods and services to City. When City desires additional goods and services from Vendor, the City shall notify Vendor of such additional goods and services desired, as well as the time frame in which same are to be provided. Only after City has approved Vendor’s time and cost estimate for the provision of such additional goods and services, has encumbered sufficient monies to pay for same, and has authorized Vendor, in writing, to provide S:\\Contracts\\Departments\\CFD\\2023\\Jacob-Dietz, Inc. Goods and Services.docx:6/27/2023 1:13 PM\] 4 Jacob-Dietz, Inc. Fire Department - 2023 Appropriation #1120 101 43-509.00, 1115 101 43-501.00 Funds; P.O. #s 109826, 109832 Contract Not To Exceed $10,986.60 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, 2023 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. DEBARMENT AND SUSPENSION 26.1 The Vendor certifies by entering into this Agreement that neither it nor its principals nor any of its subcontractors are presently debarred, suspended, proposed for debarment, declared ineligible or voluntarily excluded from entering into this Agreement by any federal agency or by any department, agency or political subdivision of the State of Indiana. The term “principal” for purposes of this Agreement means an officer, director, owner, partner, key employee or other person with primary management or supervisory responsibilities, or a person who has a critical influence on or substantive control over the operations of the Vendor. 26.2 The Vendor certifies that it has verified the state and federal suspension and debarment status for all subcontractors receiving funds under this Agreement and shall be solely responsible for any recoupment, penalties or costs that might arise from use of a suspended or debarred subcontractor. The Vendor shall immediately notify the City if any subcontractor becomes debarred or suspended, and shall, at the City’s request, take all steps required by the City to terminate its contractual relationship with the subcontractor for work to be performed under this Agreement. 27. IRAN CERTIFICATION Pursuant to I.C. § 5-22-16.5, the Vendor shall certify that, in signing this Agreement, it does not engage in investment activities within the Country of Iran. 28. 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. S:\\Contracts\\Departments\\CFD\\2023\\Jacob-Dietz, Inc. Goods and Services.docx:6/27/2023 1:13 PM\] 5 Exhibit A EXHIBIT B Invoice Date: Name of Company: Address & Zip: Telephone No.: Fax No.: Project Name: Invoice No. Purchase Order No: 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 Statutory Limits Employer’s Liability: Bodily Injury by Accident/Disease: $100,000 each employee Bodily Injury by Accident/Disease: $250,000 each accident Bodily Injury by Accident/Disease: $500,000 policy limit Property damage, contractual liability, products-completed operations: General Aggregate Limit (other than Products/Completed Operations): $500,000 Products/Completed Operations: $500,000 Personal & Advertising Injury 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: $500,000 each accident Injury and property damage: $500,000 each accident Policy Limit: $500,000 Umbrella Excess Liability Each occurrence and aggregate: $500,000 Maximum deductible: $ 10,000 Page 1 of 1INDIANARETAILTAXEXEMPT CERTIFICATE NO. 003120155 0020PURCHASE ORDER NUMBERCityofCarmel FEDERAL EXCISE TAXEXEMPT 109826 35-6000972 THIS NUMBER MUST APPEAR ON INVOICES, A/PONECIVICSQUARE VOUCHER, DELIVERY MEMO, PACKING SLIPS, CARMEL, INDIANA 46032-2584 SHIPPING LABELS AND ANY CORRESPONDENCE FORM APPROVED BYSTATE BOARD OFACCOUNTS FOR CITY OFCARMEL - 1997 PURCHASE ORDER DATE DATE REQUIRED REQUISITION NO. VENDOR NO. DESCRIPTION AnnualFire Protection Inspections6/19/202300351351 JACOB-DIETZ, INC Carmel Fire Department VENDORSHIP130SEWINGST 210 Veterans Way TO Carmel, IN 46032- INDIANAPOLIS, IN 46201 - PURCHASE ID BLANKET CONTRACT PAYMENT TERMS FREIGHT 78508 QUANTITYUNIT OF MEASUREDESCRIPTIONUNIT PRICEEXTENSION Department:Fund: 1120101General Fund Account: 43-509.00 1EachAdmin Fire Protection Inspection Annual$1,600.00$1,600.00 Each11Admin Monthly Pump Runs 11 x $110$110.00$1,210.00 1EachAnnual Fire Extinguisher Inspections$726.00$726.00 1EachClean Agent - Sta. 44 Cell Tower - Semi-Annual Inspection $0.00$0.00 funds by Carmel IT PO 109832 Attached 2EachClean Agent System - Sta. 44 - Semi-Annual Inspection$325.00$650.00 1EachCTC Fire Protecton Inspection Annual$210.00$210.00 2EachHood System Inspection w/Fusible Link - Sta. 41 x 2$260.06$520.12 Each2Hood System Inspection w/Fusible Link - Sta. 42 x 2$260.06$520.12 2EachHood System Inspection w/Fusible Link - Sta. 44 x 2$260.06$520.12 Each2Hood System Inspection w/Fusible Link - Sta. 45 x 2$260.06$520.12 2EachHood System Inspection w/Fusible Link - Sta. 46 x 2$260.06$520.12 Each1Sta. 41 Fire Protection Inspection Annual$720.00$720.00 1EachSta. 42 Fire Protection Inspection Annual$720.00$720.00 Each1Sta. 43 Fire Protection Inspection Annual$380.00$380.00 Each1Sta. 44 Fire Protection Inspection Annual$720.00$720.00 1EachSta. 46 Fire Protection Inspection Annual$800.00$800.00 Sub Total 10,336.60 Send Invoice To: Carmel Fire Department 210 Veterans Way Carmel, IN 46032- PLEASE INVOICE INDUPLICATE DEPARTMENTACCOUNTPROJECTPROJECT ACCOUNTAMOUNT 10,336.60PAYMENT A/P VOUCHER CANNOT BE APPROVED FOR PAYMENT UNLESS THE P.O. NUMBER IS MADE ASHIPPINGINSTRUCTIONSPARTOFTHEVOUCHERANDEVERYINVOICEANDVOUCHERHASTHEPROPERSWORN SHIP PREPAID. AFFIDAVIT ATTACHED. I HEREBY CERTIFY THAT THERE IS AN UNOBLIGATED 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 ORDERED BYANDACTSAMENDATORYTHEREOFANDSUPPLEMENTTHERETO. Denise Snyder TITLEAccreditation/Budget Administrator CONTROL NO. 109826 CONTROLLER CzTfshfzHsfdivlijobu21;41bn-Kvm29-3134 Exhibit A Quote/Purchase Agreement Date: 12-Jul-23 Quotation #: MUN-23-343 FROM: To:Mr. Jason Force, Maintenance TechnicianMark T. Wright City of Carmel / Fire Department 5220 Value Drive 2Civic Square Fort Wayne, Indiana 46808 Carmel, IN 46032Phone: 260-437-9218 Phone: 317-571-2600 E-mail: E-mail: mwright@kelleyauto.comjforce@carmel.in.gov Pool Job TypeIn-StockFAN NumberSalesperson Approx. Delivery Date Mark T. Wright STOCKMunicipal / GOVERNMENTYES - M2283Late July 2023815594 QtyItem #Description MSRP DiscountLine Total 2023 EXPRESS 3500 EXTENDED 15-Pass. 1.00$46,805.00$ 36,985.00BTCR06$ 9,820.00 Van w/Back-up alarm inSummit WhiteM2283 Dealer Fees Indiana Tire Tax = $0.25 per tire1.00Tire TaxIncludedIncluded DocumentsDealer Documentation Fee1.00WaivedWaived Total Discount 12,236.00 Subtotal 36,985.00Quotationpreparedby: Mark T. Wright Sales Tax EXEMPT TotalToacceptthisasaPurchaseAgreement, please sign here 36,985.00 and return: Thank you for the opportunity to earn your business ! ! ! ! Kelley Chevy, LLC Vehicle Description 2023 Chevrolet Express 3500 Pass. Van RWD Model 135" / 155" WB Passenger VanFullSize CG33406 CG33706 Standard Package/Equipment Group 1LS Base Standard Equipment Manufacturer Option Code Option Description Engine 4.3L V-6Gasoline w/Direct Injection & Variable Valve TimingLV1 8 - Speed Automatic TransmissionM5U 3.42 Rear AxleGU6 60/40 Passenger side swing-out doorsE24 Deep Tint GlassAJ1 Full window package w/Deep tint Swing-out glassZW6 Front bucket seats w/Vinyl coveringAR7 12 - Passenger seatingZX5 Two ( 2 ) Extra keys5H1 Remote keyless entryATG Tilt Steering and Cruise controlZQ3 RrheatandA/C Requires TR9Aux. lighting & KG4 150Amp AlternatorC69 - C36 - TR9 - KG4 Locking rear differentialG80 HD Trailering Equipment; Platform hitch w/wiringZ82 Total Cost for Base Vehicle MSRP $ 45,420.00 ( CG33406 ) Base Vehicle COST $ 35,250.00 Additional Options Available DescriptionOption CodeAdditional Cost Extended Version 155" Wheelbase CG33706$ 1,150.00 15 - Passenger seating ZP3$ 475.00 Cloth seats Includes: Swingout storage AS5$ 250.00 Power driver's seat AG1$ 270.00 Carpeting w/rubberized floor mats B30$ 200.00 Remote Start BTV$ 300.00 Rear window defogger C49$ 150.00 Chrome appear. pkg. Grille, frt & rr bumperZR7$ 350.00 Bluetooth for phone Requires; NP5 & On-StarUPF$ 230.00 Rear Park assist Audible distance sensors UD7$ 290.00 Factory back-up alarm 8S3$ 110.00 Additional included options:$ 1,735.00Order #: BTCR06 Stock #: M2283 Total Cost of Vehicle, as ordered: $ 36,985.00 Kelley Chevy, LLCDealerName Mark Wright & Corey ReichardContactNames 260-496-6491 & 260-496-6481PhoneNumbers mwright@kelleyauto.com / creichard@kelleyauto.comContactE-mails 5220 Value DriveDealerAddress Fort Wayne, IN 46808 City ®f CarmeI INDIANA RETAIL TAX EXEMPT CERTIFICATE NO.003120155 002 0 Page 1 of 1 PURCHASE ORDER NUMBER FEDERAL EXCISE TAX EXEMPT 109879 ONE CIVIC SQUARE 35-6000972 THIS NUMBER MUST APPEAR ON INVOICES, A/P CARMEL, INDIANA 46032-2584 VOUCHER, DELIVERY MEMO, PACKING SLIPS, SHIPPING LABELS AND ANY CORRESPONDENCE FORM APPROVED BY STATE BOARD OF ACCOUNTS FOR CITY OF CARMEL - 1997 PURCHASE ORDER DATE DATE REQUIRED REQUISITION NO. VENDOR NO. DESCRIPTION 7/13/2023 375410 15 Passenger Van KELLEY AUTOMOTIVE GROUP LLC Carmel Fire Department VENDOR 1341 S 13TH STREET SHIP 210 Veterans Way TO Carmel, IN 46032- DECATUR, IN 46733 - PURCHASE ID BLANKET CONTRACT PAYMENTTERMS FREIGHT 79115 QUANTITY UNIT OF MEASURE DESCRIPTION UNIT PRICE EXTENSION Department: 1120 Fund: 102 Ambulance Capital Fund Account: 44-650.01 1 Each BTCR06M2283 2023 Express 3500 Extended 15 Passenger Van with Backup Alarm - Summit White 1 Each Per Quote MUN-23-343 CA A Send Invoice To: Carmel Fire Department 36,985.00 0.00 Sub Total 36,985.00 0.00 36,985.00 210 Veterans Way `' Carmel, IN 46032- PLEASE INVOICE IN DUPLICATE DEPARTMENT ACCOUNT PROJECT PROJECT ACCOUNT AMOUNT PAYMENT $36,985.00 SHIPPING INSTRUCTIONS * A/P 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 UNOBLIGATED 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 — Denise Snyder James Crider TITLE Accreditation/Budget Administrator Director of Administration CONTROL No. 109879 CONTROLLER CzTfshfzHsfdivlijobu22;32bn-Kvm37-3134 Exhibit A CzTfshfzHsfdivlijobu4;33qn-Kvm24-3134 Exhibit A Page 1of2REALESTATESERVICESFEESCHEDULE RightofWayManagement Services RightofWayManagementServicesInclude: allprocesses, procedures, observations, dataentryinto LRS, andmanagementof allservicesneededtocleartherightofway, includingall ofthe necessary activities to certify the right of way that has to be acquired to clear the project(s) for construction. This shall be completed in accordance with federal and state law (including but not limitedtoFederalHighwayAdministrationrulesandregulations), thecurrentversionoftheINDOTRealEstateDivisionManual, andascontractedwithorotherwisedirectedbyINDOT.Thecurrent versionoftheINDOTRealEstateManual islocatedathttp://www.in.gov/indot/2493.htm. AllserviceslistedbelowshallberequiredwithintheRightofWayServicesManagementscopeof work. Report Type Fee RightofWayManagementservicesfee 1,310perparcel PublishingandPaymentfor Legal Notice on parcels 520perproject Valuation Services EarlyAssessmentReal EstateCostEstimateIncludes: all processes, proceduresand observationstocompleteaRealEstateCostEstimate assignment (includingbut notlimitedto completionof theINDOTRealEstate CostEstimateSpreadsheet) inaccordancewithfederalandstatelaw (includingbut notlimitedtoFederalHighway Administration rulesandregulations), thecurrentversionof theINDOTRealEstateDivisionManual, and ascontractedwithorotherwisedirectedbyINDOT. CompDocketsInclude: providing comparablesales data (including butnotlimitedtomarketdata research andrawsalesdata) or asotherwise requested byINDOTwithin thescopeof workfor Non- ReportServicesagreed uponatthetime ofassignment. Waiver ValuationsInclude: allprocesses, proceduresand observationsto complete awaiver valuation reportinaccordancewith federalandstate law (includingbutnotlimited toFederalHighway Administration rulesandregulations), thecurrentversion oftheINDOTReal EstateDivisionManual, andas contractedwithor otherwisedirectedbyINDOT. AppraisalReportsInclude: allprocesses, proceduresandobservationstocompletean appraisalreportofthetypebelow assignedbyINDOTinaccordance withfederalandstatelaw (including but notlimitedto FederalHighwayAdministration rulesandregulations), thecurrentversionof theINDOTRealEstateDivision Manual, andas contractedwith or otherwisedirectedbyINDOT.Appraisal feesaredefinedand paidbasedonINDOTparcelandnotcountytaxidentification parcel. Non-Report Services Per Parcel Fee Early Assessment: Projects 50 parcels $145 Early Assessment: Projects > 50parcels negotiatedbaseduponcomplexity Comp Docket: Agricultural / ResidentialProperties: $270 Comp Docket: Commercial / SpecializedProperties: $550 Report Type 725WaiverValuation: AnyPropertyType (ImprovedorUnimproved) 2,055ValueFinding: AnyPropertyType (ImprovedorUnimproved) 3,015ShortForm: AnyPropertyType (ImprovedorUnimproved) 3,375ShortForm: Residential / Ag (withaffected improvementsoratotaltake) 4,710ShortForm: Commercial / Industrial / Multi-Family / Special / Billboard (withaffectedimprovementsor atotal take) 3,625LongForm: AnyPropertyType (Unimproved) 4,815LongForm: Residential / Ag (Improved) 12,050LongForm: Commercial / Industrial / Multi-Family / Special (Improved) 695ExcessLandAppraisal ThespecificReportTypeaboveisdeterminedbyINDOTReviewAppraisersortheirsupervisorsaftertheAppraisalProblemAnalysishasbeencompleted. Review Valuation Services AppraisalProblemAnalysisIncludes: allprocesses, proceduresandobservationstocompleteanAppraisalProblemAnalysisinaccordance withfederalandstatelaw (includingbutnotlimitedto FederalHighway Administrationrulesandregulations), thecurrentversionof theINDOTRealEstateDivision Manual, andas contractedwith or otherwisedirectedbyINDOT. ReviewofWaiverValuationand/or AppraisalReportsInclude: allprocesses, proceduresandobservationstocompleteareviewofanappraisalreportorwaivervaluation reportin accordancewith federaland statelaw (includingbutnotlimited toFederalHighway Administrationrulesand regulations) thecurrent versionoftheINDOTRealEstateDivision Manual, and as contractedwith or otherwisedirectedbyINDOT. Appraisalfeesaredefinedandpaid basedonINDOTparceland notcountytaxidentification parcel. Per ParcelFeeReportType 270AppraisalProblemAnalysis (APA) 435WaiverValuation: AnyPropertyType (ImprovedorUnimproved) 1,035ValueFinding: AnyPropertyType (ImprovedorUnimproved) 1,445ShortForm: AnyPropertyType (Improvedor Unimproved) 1,630ShortForm: Residential / Ag (withaffectedimprovementsor atotal take) 2,300ShortForm: Commercial / Industrial / Multi-Family / Special / Billboard (withaffectedimprovementsor a totaltake) 1,725LongForm: AnyPropertyType (Unimproved) 2,280LongForm: Residential / Ag (Improved) LongForm: Commercial / Industrial / Multi-Family / Special (Improved) 5,550 BuyingServices BuyingServicesInclude: all processes, proceduresandobservationstocompletethetotal orpartial acquisition of realestate, theobtainingof temporaryoraccess rights, or buyingreviewin accordancewithfederalandstatelaw (including but notlimitedtoFederalHighway Administration rulesandregulations), thecurrentversionoftheINDOT RealEstateDivision Manual,andas contractedwithor otherwisedirectedby INDOT. Report Type Per Parcel Fee 2,160Total/Partial Acquisition Temporary/Access Rights 1,800 MAP 21Offer - Total/PartialAcquisition 2,705 MAP21Offer - Temporary/AccessRights 2,345 BuyingReview 360 RelocationServices RelocationServicesInclude: all processes, proceduresandobservationstocompletetheactivitiesforrelocationof residentialor businessownersor tenants, orrelocationofpersonalproperty, or reviewof anysuchrelocation activitiesinaccordancewithfederaland statelaw (including butnotlimited toFederalHighway Administration rulesand regulations), thecurrentversionof theINDOT RealEstateDivisionManual, andascontractedwith orotherwise directedbyINDOT. ReportTypePayment Schedule Per Relocation Fee Payments: 1/3Relo/Appraisal meetingiscomplete, 1/390DayNotice is issued, 1/3parcelis closed $4,330ResidentialOwner / Tenant Payments: 1/3 Relo/Appraisal meetingis complete, 1/3 90DayNotice is issued, 1/3parcelisclosedBusinessOwner / Tenant 4,330 PersonalProperty Only Payments: 1/3Relo/Appraisalmeetingis complete, 1/3 90 DayNoticeisissued, 1/3parcelis closed 1,815 ResidentialandBusiness 100% oncetheparceliscompliantandclosed. 1,205Review PersonalPropertyMove 460100% oncetheparceliscompliantandclosed. OnlyReview Property ManagementServices PropertyManagementServicesInclude: allprocesses, procedures, observations, dataentryintoLRS, andmanagementofallservicesneededtocompletetheparcel’sreadinessfordemolition. Thisshallbecompletedinaccordancewith federalandstatelaw (including but not limitedtoFederalHighwayAdministrationrules andregulations), thecurrentversionoftheINDOT RealEstate DivisionManual, andascontractedwithor otherwisedirectedbyINDOT. Thecurrentversion ofthe INDOTRealEstateManualislocated athttp://www.in.gov/indot/2493.htm. All serviceslisted below shallberequired withinPropertyManagementServices scopeofwork. Non-Report Services Per Parcel Fee 1,035PropertyManagementperparcelservicesfee 105PlacingRatBaitonstructure PlacingAppropriate Signson structure $210 Boarding Up Openingson structure AmountonWritten EstimateApprovedbyINDOT DebrisRemoval AmountonWrittenEstimateApprovedbyINDOT Report Type AsbestosSamplingand Analysis AmountonWritten Estimate Approved byINDOT Utility Disconnection Coordination & Verification AmountonWritten EstimateApproved byINDOT Page 2 of2 Theabove FeeSchedule willbeeffective forallnew on-callrealestate contract assignments (based onthedate thatPurchase Orders areissued) made onorafter January 1, 2023. TheFeeSchedule for (a) project-specific contracts thatinclude anylandacquisition services, and (b) contracts entered into under “Small Purchase Procedures” pursuant toSection 3.3.1ofINDOT’sProfessional Services Contract AdministrationManual willbeinaccordance withthe payment terms inthecontracts andbetheFeeSchedule inplace onthe date the contract wasapproved bythe Attorney General ofIndiana. Any deviation inestablished fees from theabove rules inthis paragraph will require (and shall notbe allowed without) written pre-approval from the Director orone ofhisorher Managers inINDOT’s Real Estate Department. REVISED: 1/1/2023 7/13/2023 BEAM, LONGEST & NEFF, LLC INDIANAPOLIS, IN 46250 - 109883 8320 CRAIG STREET City of Carmel ONE CIVIC SQUARE CARMEL, INDIANA 46032-2584 FORM APPROVED BY STATE BOARD OF ACCOUNTS FOR CITY OF CARMEL - 1997 INDIANA RETAIL TAX EXEMPT CERTIFICATE NO. 003120155 002 0 FEDERAL EXCISE TAX EXEMPT 35-6000972 PURCHASE ORDER NUMBER THIS NUMBER MUST APPEAR ON INVOICES, A/P VOUCHER, DELIVERY MEMO, PACKING SLIPS, SHIPPING LABELS AND ANY CORRESPONDENCE PURCHASE ORDER DATE DATE REQUIRED REQUISITION NO. VENDOR NO. DESCRIPTION VENDOR SHIP TO PURCHASE ID BLANKET CONTRACT PAYMENT TERMS FREIGHT EXTENSION Fair Market Value - 10583 Lakeshore Dr. E. City Engineering's Office 1 Civic Square Carmel, IN 46032- 00351110 UNITPRICEDESCRIPTIONUNITOFMEASUREQUANTITY Page 1 of 1 Laurie Slick 79130 2200Department:202Fund:Local Road & Street Fund 43-509.00Account: Fair Market Value - 10583 Lakeshore Dr. E.1 $3,375.00 $3,375.00Each 3,375.00SubTotal 3,375.00 Send Invoice To: PLEASE INVOICE IN DUPLICATE DEPARTMENT ACCOUNT PROJECT PROJECT ACCOUNT AMOUNT SHIPPING INSTRUCTIONS SHIP PREPAID. C.O.D. SHIPMENT CANNOT BE ACCEPTED. PURCHASE ORDER NUMBER MUST APPEAR ON ALL SHIPPING LABEL AND ACTS AMENDATORY THEREOF AND SUPPLEMENT THERETO. THIS ORDER ISSUED IN COMPLIANCE WITH CHAPTER 99, ACTS 1945 PAYMENT A/P 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 AFFIDAVIT ATTACHED. I HEREBY CERTIFY THAT THERE IS AN UNOBLIGATED BALANCE IN THIS APPROPRIATION SUFFICIENT TO PAY FOR THE ABOVE ORDER. CONTROL NO. 109883 ORDERED BY TITLE CONTROLLER City Engineering's Office 1 Civic Square Laurie Slick Carmel, IN 46032- Jeremy Kashman Director CzTfshfzHsfdivlijobu:;14bn-Kvm38-3134 EMCS, Inc. Engineering Department - 2023 Appropriation #2200 0 44-628.71 2022 Bond Fund; P.O.#109906 Contract Not To Exceed $83,877.50 SECTION 3 CITY'S RESPONSIBILITIES 3.1 City shall provide such information as is reasonably necessary for Professional to understand the Services requested. 3.2 City shall provide all data required for provision of Services. Professional may assume that all data so provided is correct and complete. 3.3. City shall arrange for Professional to enter upon public and private property as reasonably required for Professional to perform the Services. 3.4 City shall designate payment of the Services from City budget appropriation number 2200 0 44-628.71 2022 Bond fund. 3.5 City shall designate the Mayor or his duly authorized representative to act on City’s behalf on all matters regarding the Services. SECTION 4 PROFESSIONAL'S RESPONSIBILITIES 4.1 Professional shall perform the Services pursuant to the terms of this Agreement and within any applicable time and cost estimate. 4.2 Professional shall coordinate with City its performance of the Services. 4.3 Professional shall provide the Services by following and applying at all times reasonable and lawful standards as accepted in the industry. SECTION 5 COMPENSATION 5.1 Professional estimates that the total price for the Services to be provided to City hereunder shall be no more than Eighty Three Thousand Eight Hundred Seventy Seven Dollars and Fifty Cents ($83,877.50) (the Estimate”). Professional shall submit an invoice to City no more than once every thirty (30) days for Services provided City during the time period encompassed by such invoice. Invoices shall be submitted on a form containing the same information as that contained on the Professional Services Invoice attached hereto as Exhibit B, incorporated herein by this reference. City shall pay Professional for all undisputed Services rendered and stated on such invoice within thirty five (35) days from the date of City’s receipt of same. 5.2 Professional agrees not to provide any Services to City that would cause the total cost of same to exceed the Estimate, without City’s prior written consent. S:\\Contracts\\Departments\\ENG\\2023\\EMCS, Inc. Professional Services.docx:7/24/2023 3:55 PM\] 2 EMCS, Inc. Engineering Department - 2023 Appropriation #2200 0 44-628.71 2022 Bond Fund; P.O.#109906 Contract Not To Exceed $83,877.50 SECTION 6 TERM Unless otherwise terminated in accordance with the termination provisions set forth in Section 7.1 hereinbelow, this Agreement shall be in effect from the Effective Date through December 31, 2023, 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. SECTION 7 MISCELLANEOUS 7.1 Termination 7.1.1 The obligation to provide all or any portion of the Services under this Agreement may be terminated by City or Professional, without cause, upon thirty (30) days’ notice. 7.1.2 The obligation to provide all or any portion of the Services under this Agreement may be terminated by City, for cause, immediately upon Professional’s receipt of City’s “Notice to Cease Services.” 7.1.3 In the event of full or partial Agreement termination, and as full and complete compensation hereunder, Professional shall be paid for all such Services rendered and expenses incurred as of the date of termination that are not in dispute, except that such payment amount shall not exceed the Estimate. Disputed compensation amounts shall be resolved as allowed by law. 7.2 Binding Effect City and Professional, and their respective officers, officials, agents, partners and successors in interest are bound to the other as to all Agreement terms, conditions and obligations. 7.3 No Third Party Beneficiaries Nothing contained herein shall be construed to give rights or benefits to anyone other than the parties hereto. 7.4 Relationship The relationship of the parties hereto shall be as provided for in this Agreement, and neither Professional nor any of its agents, employees or contractors are City employees. Professional shall have the sole responsibility to pay to or for its agents, employees and contractors all statutory, contractual and other benefits and/or obligations as they become due. Professional hereby warrants and indemnifies City for and from any and all costs, fees, expenses and/or damages incurred by City as a result of any claim for wages, benefits or otherwise by any agent, employee or contractor of Professional regarding or related to the subject matter of this Agreement. This indemnification obligation shall survive the termination of this Agreement. S:\\Contracts\\Departments\\ENG\\2023\\EMCS, Inc. Professional Services.docx:7/24/2023 3:55 PM\] 3 EMCS, Inc. Engineering Department - 2023 Appropriation #2200 0 44-628.71 2022 Bond Fund; P.O.#109906 Contract Not To Exceed $83,877.50 7.5 Insurance 7.5.1 Professional shall, as a condition precedent to this Agreement, purchase and thereafter maintain such insurance as will protect it and City from the claims set forth below which may arise out of or result from Professional's operations under this Agreement, whether such operations be by Professional or by its subcontractors or by anyone directly or indirectly employed by any of them, or by anyone directly for whose acts any of them may be liable: 1) Claims under Worker's Compensation and Occupational Disease Acts, and any other employee benefits acts applicable to the performance of the work; 2) Claims for damages because of bodily injury and personal injury, including death, and; 3) Claims for damages to property. Professional's insurance shall be not less than the amounts shown below: A. Commercial General Liability (Occurrence Basis) Bodily Injury, personal injury, property damage, Contractual liability, product/completed operations Each Occurrence Limit $1,000,000.00 Damage to Rented Premises $100,000.00 each occurrence) Medical Expense Limit $5,000.00 Personal and Advertising Injury Limit $500,000.00 General Aggregate Limit $2,000,000.00 (Other than Products Completed Operations) NOTE: GENERAL AGGREGATE TO APPLY PER PROJECT Products/Completed Operations $1,000,000.00 B. Auto Liability $1,000,000.00 (combined single limit) (owned, hired & non-owned) Bodily injury & property damage $1,000,000.00 each accident C. Excess/Umbrella Liability $2,000,000 (each occurrence S:\\Contracts\\Departments\\ENG\\2023\\EMCS, Inc. Professional Services.docx:7/24/2023 3:55 PM\] 4 EMCS, Inc. Engineering Department - 2023 Appropriation #2200 0 44-628.71 2022 Bond Fund; P.O.#109906 Contract Not To Exceed $83,877.50 and aggregate) D. Worker's Compensation & Disability Statutory E. Employer’s Liability: Bodily Injury by Accident/Disease: $100,000 each employee Bodily Injury by Accident/Disease: $250,000 each accident Bodily Injury by Accident/Disease: $500,000 policy limit F. Professional Liability Insurance. The Professional shall carry and maintain during the continuance of this Agreement, professional liability insurance in the amount of 2,000,000 for single limit claims and $3,000,000 in the aggregate. The Professional's policy of insurance shall contain prior acts coverage sufficient to cover all Services performed by the Professional for this Project. Upon City's request, Professional shall give prompt written notice to City of any and all claims made against this policy during the period in which this policy is required to be maintained pursuant to this Agreement. If the insurance is written on a claims-made basis and coverage is cancelled at any time, the Professional will obtain, at its cost, an extended reporting endorsement which provides continuing coverage for claims based upon alleged acts or omissions during the term of the Agreement until all applicable statute of limitation periods have expired. 7.5.2 Professional shall provide the City with a certificate of insurance, naming the City as an additional insured," showing such coverage then in force (but not less than the amount shown above) shall be filed with City prior to commencement of any work. These certificates shall contain a provision that the policies and the coverage afforded will not be canceled until at least thirty (30) days after written notice has been given to City. 7.5.3 Professional may, with the prior approval of the City, substitute different types of coverage for those specified if the total amount of required protection is not reduced. Professional shall be responsible for all deductibles. 7.5.4Nothing in the above provisions shall operate as or be construed as limiting the amount of liability of Professional to the above enumerated amounts. 7.6 Liens Professional shall not cause or permit the filing of any lien on any of City’s property. In the event such a lien is filed and Professional fails to remove it within ten (10) days after the date of filing, City shall have the right to pay or bond over such lien at Professional’s sole cost and expense. S:\\Contracts\\Departments\\ENG\\2023\\EMCS, Inc. Professional Services.docx:7/24/2023 3:55 PM\] 5 EMCS, Inc. Engineering Department - 2023 Appropriation #2200 0 44-628.71 2022 Bond Fund; P.O.#109906 Contract Not To Exceed $83,877.50 7.7 Default In the event Professional: (a) repudiates, breaches or defaults under any of the terms or conditions of this Agreement, including Professional’s warranties; (b) fails to perform the Services as specified; (c) fails to make progress so as to endanger timely and proper completion of the Services and does not correct such failure or breach within five (5) business days after receipt of notice from City specifying same; or (d) becomes insolvent, files, or has filed against it, a petition for receivership, makes a general assignment for the benefit of creditors or dissolves, each such event constituting an event of default hereunder, City shall have the right to terminate all or any part of this Agreement, without liability to Professional and to exercise any other rights or remedies available to it at law or in equity. 7.8 Government Compliance Professional agrees to comply with all laws, executive orders, rules and regulations applicable to Professional’s performance of its obligations under this Agreement, all relevant provisions of which being hereby incorporated herein by this reference, to keep all of Professionals’ required professional licenses and certifications valid and current, and to indemnify and hold harmless City from any and all losses, damages, costs, liabilities, damages, costs and attorney fees resulting from any failure by Professional to do so. This indemnification obligation shall survive the termination of this Agreement. 7.9 Indemnification Professional shall indemnify and hold harmless City and its officers, officials, employees and agents from all losses, liabilities, claims, judgments and liens, including, but not limited to, all damages, costs, expenses and attorney fees arising out of any intentional or negligent act or omission of Professional and/or any of its employees, agents or contractors in the performance of this Agreement. This indemnification obligation shall survive the termination of this Agreement. 7.10 Discrimination Prohibition Professional represents and warrants that it and each of its employees, agents and contractors shall comply with all existing and future laws prohibiting discrimination against any employee, applicant for employment and/or other person in the subcontracting of work and/or in the performance of any Services contemplated by this Agreement with respect to hire, tenure, terms, conditions or privileges of employment or any matter directly or indirectly related to employment, subcontracting or work performance hereunder because of race, religion, color, sex, handicap, national origin, ancestry, age, disabled veteran status or Vietnam era veteran status. This indemnification obligation shall survive the termination of this Agreement. S:\\Contracts\\Departments\\ENG\\2023\\EMCS, Inc. Professional Services.docx:7/24/2023 3:55 PM\] 6 EMCS, Inc. Engineering Department - 2023 Appropriation #2200 0 44-628.71 2022 Bond Fund; P.O.#109906 Contract Not To Exceed $83,877.50 7.11 E-Verify Pursuant to I.C. § 22-5-1.7 et seq., Professional shall enroll in and verify the work eligibility status of all of its newly-hired employees using the E-Verify program, if it has not already done so as of the date of this Agreement. Professional is further required to execute the attached Affidavit, herein referred to as Exhibit C, which is an Affidavit affirming that: (i) Professional is enrolled and is participating in the E-Verify program, and ii) Professional does not knowingly employ any unauthorized aliens. This Addendum incorporates by reference, and in its entirety, attached Exhibit C. In support of the Affidavit, Professional shall provide the City with documentation that it has enrolled and is participating in the E-Verify program. This Agreement shall not take effect until said Affidavit is signed by Professional and delivered to the City’s authorized representative. Should Professional subcontract for the performance of any work under this Addendum, the Professional shall require any subcontractor(s) to certify by affidavit that: (i) the subcontractor does not knowingly employ or contract with any unauthorized aliens, and (ii) the subcontractor has enrolled and is participating in the E-Verify program. Professional shall maintain a copy of such certification for the duration of the term of any subcontract. Professional shall also deliver a copy of the certification to the City within seven 7) days of the effective date of the subcontract. If Professional, or any subcontractor of Professional, knowingly employs or contracts with any unauthorized aliens, or retains an employee or contract with a person that the Professional or subcontractor subsequently learns is an unauthorized alien, Professional shall terminate the employment of or contract with the unauthorized alien within thirty (30) days (“Cure Period”). Should the Professional or any subcontractor of Professional fail to cure within the Cure Period, the City has the right to terminate this Agreement without consequence. The E-Verify requirements of this Agreement will not apply, should the E-Verify program cease to exist. 7.12 Severability If any provision of this Agreement is held to be invalid, illegal or unenforceable by a court of competent jurisdiction, that provision shall be stricken, and all other provisions of this Agreement that can operate independently of same shall continue in full force and effect. 7.13 Notice Any notice, invoice, order or other correspondence required or allowed to be sent pursuant to this Agreement shall be written and either hand-delivered or sent by prepaid U.S. certified mail, return receipt requested, addressed to the parties as follows: CITY: City of Carmel City of Carmel Engineering Department Office of Corporation Counsel One Civic Square One Civic Square Carmel, Indiana 46032 Carmel, Indiana 46032 S:\\Contracts\\Departments\\ENG\\2023\\EMCS, Inc. Professional Services.docx:7/24/2023 3:55 PM\] 7 EMCS, Inc. Engineering Department - 2023 Appropriation #2200 0 44-628.71 2022 Bond Fund; P.O.#109906 Contract Not To Exceed $83,877.50 PROFESSIONAL: EMCS, Inc. 1300 West Canal, Suite 200 Milwaukee, Wisconsin 53233 Notwithstanding the above, City may orally provide to Professional any notice required or permitted by this Agreement, provided that such notice shall also then be sent as required by this paragraph within ten (10) business days from the date of such oral notice. 7.14 Effective Date The effective date (“Effective Date”) of this Agreement shall be the date on which the last of the parties hereto executes same. 7.15 Governing Law; Lawsuits This Agreement shall be governed by and construed in accordance with the laws of the State of Indiana, except for its conflict of laws provisions, as well as by all ordinances and codes of the City of Carmel, Indiana. The parties agree that, in the event a lawsuit is filed hereunder, they waive any right to a jury trial they may have, agree to file such lawsuit in an appropriate court in Hamilton County, Indiana only, and agree that such court is the appropriate venue for and has jurisdiction over same. 7.16 Waiver Any delay or inaction on the part of either party in exercising or pursuing its rights and/or remedies hereunder or under law shall not operate to waive any such rights and/or remedies nor in any way affect the rights of such party to require such performance at any time thereafter. 7.17 Non-Assignment Professional shall not assign or pledge this Agreement nor delegate its obligations hereunder without City’s prior written consent. 7.18 Entire Agreement This Agreement contains the entire agreement of and between the parties hereto with respect to the subject matter hereof, and no prior agreement, understanding or representation pertaining to such subject matter, written or oral, shall be effective for any purpose. No provision of this Agreement may be amended, added to or subtracted from except by an agreement in writing signed by both parties hereto and/or their respective successors in interest. To the extent any provision contained in this Agreement conflicts with any provision contained in any exhibit attached hereto, the provision contained in this Agreement shall prevail. S:\\Contracts\\Departments\\ENG\\2023\\EMCS, Inc. Professional Services.docx:7/24/2023 3:55 PM\] 8 EMCS, Inc. Engineering Department - 2023 Appropriation #2200 0 44-628.71 2022 Bond Fund; P.O.#109906 Contract Not To Exceed $83,877.50 7.19 Representation and Warranties Each party hereto represents and warrants that it is authorized to enter into this Agreement and that any person or entity executing this Agreement on behalf of such party has the authority to bind such party or the party which they represent, as the case may be. 7.20 Headings All headings and sections of this Agreement are inserted for convenience only and do not form a part of this Agreement nor limit, expand or otherwise alter the meaning of any provision hereof. 7.21 Advice of Counsel The parties warrant that they have read this Agreement and fully understand it, have had an opportunity to obtain the advice and assistance of counsel throughout the negotiation of same, and enter into same freely, voluntarily, and without any duress, undue influence or coercion. 7.22 Copyright City acknowledges that various materials which may be used and/or generated by Professional in performance of Services, including forms, job description formats, comprehensive position questionnaire, compensation and classification plan and reports are copyrighted. City agrees that all ownership rights and copyrights thereto lie with Professional, and City will use them solely for and on behalf of its own operations. City agrees that it will take appropriate action with its employees to satisfy its obligations with respect to use, copying, protection and security of Professional’s property. 7.23 Personnel Professional represents that it has, or will secure at its own expense, all personnel required in performing the services under this agreement. Such personnel shall not be employees of or have any contractual relationship with City. All of the services required hereunder will be performed by Professional or under his supervision and all personnel engaged in the work shall be fully qualified to perform such services. 7.24 Records and Inspections Professional shall maintain full and accurate records with respect to all matters covered under this agreement for three (3) years after the expiration or early termination of this Agreement. City shall have free access at all proper times to such records and the right to examine and audit the same and to make transcripts there from, and to inspect all program data, documents, proceedings and activities. S:\\Contracts\\Departments\\ENG\\2023\\EMCS, Inc. Professional Services.docx:7/24/2023 3:55 PM\] 9 EMCS, Inc. Engineering Department - 2023 Appropriation #2200 0 44-628.71 2022 Bond Fund; P.O.#109906 Contract Not To Exceed $83,877.50 7.25 Accomplishment of Project Professional shall commence, carry on, and complete the project with all practicable dispatch, in a sound economical and efficient manner, in accordance with the provisions thereof and all applicable laws. In accomplishing the project, Professional shall take such steps as are appropriate to ensure that the work involved is properly coordinated with related work being carried on within City’s organization. 7.26 Debarment And Suspension 7.26.1 The Professional certifies by entering into this Agreement that neither it nor its principals nor any of its subcontractors are presently debarred, suspended, proposed for debarment, declared ineligible or voluntarily excluded from entering into this Agreement by any federal agency or by any department, agency or political subdivision of the State of Indiana. The term “principal” for purposes of this Agreement means an officer, director, owner, partner, key employee or other person with primary management or supervisory responsibilities, or a person who has a critical influence on or substantive control over the operations of the Professional. 7.26.2 The Professional certifies that it has verified the state and federal suspension and debarment status for all subcontractors receiving funds under this Agreement and shall be solely responsible for any recoupment, penalties or costs that might arise from use of a suspended or debarred subcontractor. The Professional shall immediately notify the City if any subcontractor becomes debarred or suspended, and shall, at the City’s request, take all steps required by the City to terminate its contractual relationship with the subcontractor for work to be performed under this Agreement. 7.27 Access to Public Records Act Professional understands and agrees that any “public record”, as that term is defined in Indiana Code 5-14-3- 2(m), as amended, that is related to the subject matter of this Agreement, whether the same is in the possession or control of the Professional or the City, shall be subject to release under and pursuant to the provisions of Indiana’s Access to Public Records Act, as codified in Indiana Code 5-14-3-1, et seq., as amended. 7.28 Iran Certification Pursuant to I.C. § 5-22-16.5, the Professional shall certify that, in signing this Agreement, it does not engage in investment activities within the Country of Iran. S:\\Contracts\\Departments\\ENG\\2023\\EMCS, Inc. Professional Services.docx:7/24/2023 3:55 PM\] 10 EXHIBIT B Invoice Date: Name of Company: Address & Zip: Telephone No.: Fax No.: Project Name: Invoice No. Purchase Order No: Goods Services Person Providing Date Goods/Services Provided Cost Per Hourly Total Goods/Services Goods/ (Describe each good/service Item Rate/ Service separately and in detail) Hours Provided Worked GRAND TOTAL Signature Printed Name CzTfshfzHsfdivlijobu:;24bn-Kvm32-3134 Exhibit A 7/13/2023 OFFICE WORKS FISHERS, IN 46037 - 109884 12000 EXIT FIVE PARKWAY City of Carmel ONE CIVIC SQUARE CARMEL, INDIANA 46032-2584 FORM APPROVED BY STATE BOARD OF ACCOUNTS FOR CITY OF CARMEL - 1997 INDIANA RETAIL TAX EXEMPT CERTIFICATE NO. 003120155 002 0 FEDERAL EXCISE TAX EXEMPT 35-6000972 PURCHASE ORDER NUMBER THIS NUMBER MUST APPEAR ON INVOICES, A/P VOUCHER, DELIVERY MEMO, PACKING SLIPS, SHIPPING LABELS AND ANY CORRESPONDENCE PURCHASE ORDER DATE DATE REQUIRED REQUISITION NO. VENDOR NO. DESCRIPTION VENDOR SHIP TO PURCHASE ID BLANKET CONTRACT PAYMENT TERMS FREIGHT EXTENSION Engineering Department Retrofit desk City Engineering's Office 1 Civic Square Carmel, IN 46032- 375341 UNITPRICEDESCRIPTIONUNITOFMEASUREQUANTITY Page 1 of 1 Laurie Slick 79142 2200Department:2200Fund:Motor Vehicle Highway 44-630.00Account: Engineering Department Retrofitdesk1 $11,974.55 $11,974.55Each 11,974.55SubTotal 11,974.55 Send Invoice To: PLEASE INVOICE IN DUPLICATE DEPARTMENT ACCOUNT PROJECT PROJECT ACCOUNT AMOUNT SHIPPING INSTRUCTIONS SHIP PREPAID. C.O.D. SHIPMENT CANNOT BE ACCEPTED. PURCHASE ORDER NUMBER MUST APPEAR ON ALL SHIPPING LABEL AND ACTS AMENDATORY THEREOF AND SUPPLEMENT THERETO. THIS ORDER ISSUED IN COMPLIANCE WITH CHAPTER 99, ACTS 1945 PAYMENT A/P 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 AFFIDAVIT ATTACHED. I HEREBY CERTIFY THAT THERE IS AN UNOBLIGATED BALANCE IN THIS APPROPRIATION SUFFICIENT TO PAY FOR THE ABOVE ORDER. CONTROL NO. 109884 ORDERED BY TITLE CONTROLLER City Engineering's Office 1 Civic Square Laurie Slick Carmel, IN 46032- Jeremy Kashman James Crider Director Director of Administration CzTfshfzHsfdivlijobu3;32qn-Kvm31-3134 CzTfshfzHsfdivlijobu3;46qn-Kvm31-3134 Johnson ControlsFireProtectionLP Street Department - 2023 Appropriation #22012201 43-509.00Motor Vehicle Highway Fund; P.O. #109796 Contract Not ToExceed $2,250.26 CzTfshfzHsfdivlijobu3;69qn-Kvm18-3134 AGREEMENTFORPURCHASEOFGOODSANDSERVICES THISAGREEMENTFORPURCHASEOF GOODSAND SERVICES("Agreement")is hereby entered into by andbetweentheCityofCarmel,Indiana, acting by and through itsBoard ofPublicWorks andSafety("City"),and JohnsonControlsFire ProtectionLP an entity dulyauthorizedto do businessin the State of Indiana("Vendor"). TERMSANDCONDITIONS 1.ACKNOWLEDGMENT,ACCEPTANCE: Vendoracknowledgesthat it has read and understandsthis Agreement, and agreesthat its executionofsame constitutesits acceptanceofallofthe Agreement'sterms and conditions. 2.PERFORMANCE: Cityagreesto purchasethe goods and/orservices(the "Goodsand Services") fromVendorusing City budget appropriationnumber 2201220143-509.00MotorVehicle Highwayfunds.Vendor agrees toprovidetheGoods and Servicesand tootherwiseperformthe requirementsof this Agreementby applyingat all times the highest technical and industry standards. 3.PRICEANDPAYMENTTERMS: 3.1Vendorestimatesthat thetotal price fortheGoodsand ServicestobeprovidedtoCity hereundershall benomorethanTwoThousandTwoHundred Fifty DollarsandTwenty Six Cents($2,250.26)(the Estimate").Vendorshall submit an invoiceto City no morethan once everythirty(30) days detailing the GoodsandServicesprovided toCity withinsuch timeperiod. City shallpayVendorforsuch Goods and Serviceswithinthirty-five(35)daysafterthedateofCity'sreceiptofVendor'sinvoice detailing same, solongasandtotheextentsuchGoodsandServicesarenotdisputed, areinconformance withthe specificationsset forthin Exhibit A, aresubmittedon an invoicethat containsthe information contained onattachedExhibit B, andVendorhas otherwiseperformedand satisfiedall the terms and conditions of this Agreement. 3.2Vendoragreesnottoprovideany Goodsand Services toCitythatwould cause thetotal costof the GoodsandServicesprovided by VendortoCityhereundertoexceedtheEstimate, unless City has previouslyagreed,inwriting,to payan amount in excess thereof. All paymentsand any late payments feesshallbepursuanttoIndiana Prompt PaymentStatute;Ind.Code 5-17-5etal. 4.WARRANTY: Vendor expresslywarrants that theGoods andServices covered bythisAgreement will conform tothose certainspecifications, descriptionsand/orquotations regardingsame aswere provided toVendor by City and/orbyVendorto and acceptedby City, all ofwhichdocumentsare incorporatedhereinby reference, and that the Goodsand Serviceswill be delivered ina timely,good and workmanlikemannerand free from defect. Vendor acknowledgesthatitknows ofCity'sintendeduse and expresslywarrantsthat theGoodsand Services provided to Citypursuantto this Agreementhave beenselectedby Vendorbased upon City'sstated use andarefitand sufficientfortheirparticularpurpose. 5.TIMEANDPERFORMANCE: This Agreementshall becomeeffectiveas of the last date onwhich a party hereto executes same ("Effective Date"), andboth parties shall thereafterperformtheir obligationshereunderin a timely manner.Time is of the essenceof this Agreement. S:\\Coutrncts\\Dep,utments\\Street\\2023VohnsonContmlsFirePreventionLPGoodsandServices.docx:6/7/20231:27PM\] 1 Johnson Controls Fire Protection LP Street Department - 2023 Appropriation #2201 2201 43-509.00 Motor Vehicle Highway Fund; P.O. #109796 Contract Not To Exceed $2,250.26 AGREEMENT FORPURCHASE OFGOODS ANDSERVICES 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 Johnson Controls Fire Protection LP an entity duly authorized to do business in the State of Indiana (“Vendor”). TERMS AND CONDITIONS 1. ACKNOWLEDGMENT, ACCEPTANCE: Vendor acknowledges that ithas read and understands this Agreement, and agrees that its execution of same constitutes its acceptance of all of the Agreement’s terms and conditions. 2. PERFORMANCE: City agrees to purchase the goods and/or services (the “Goods and Services”) from Vendor using City budget appropriation number 2201 2201 43-509.00 Motor Vehicle Highway 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 Two Thousand Two Hundred Fifty Dollars and Twenty Six Cents ($2,250.26) (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. All payments and any late payments fees shall be pursuant to Indiana Prompt Payment Statute; Ind. Code 5-17-5 et al. 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. 5. TIME AND PERFORMANCE: This Agreement shall become effective as of the last date on which a party hereto executes same (“Effective Date”), and both parties shall thereafter perform their obligations hereunder in a timely manner. Time is of the essence of this Agreement. S:\\Contracts\\Departments\\Street\\2023\\Johnson Controls Fire Prevention LP Goods and Services.docx:6/7/2023 1:27 PM\] 1 Johnson Controls Fire Protection LP Street Department - 2023 Appropriation #2201 2201 43-509.00 Motor Vehicle Highway Fund; P.O. #109796 Contract Not To Exceed $2,250.26 6. DISCLOSURE AND WARNINGS: If requested by City, Vendor shall promptly furnish to City, in such form and detail as City may direct, a list of all chemicals, materials, substances and items used in or during the provision of the Goods and Services provided hereunder, including the quantity, quality and concentration thereof and any other information relating thereto. At the time of the delivery of the Goods and Services provided hereunder, Vendor agrees to furnish to City sufficient written warning and notice (including appropriate labels on containers and packing) of any hazardous material utilized in or that is a part of the Goods and Services. 7. LIENS: Vendor shall not cause or permit the filing of any lien on any of City’s property. In the event any such lien is filed and Vendor fails to remove such lien within ten (10) days after the filing thereof, by payment or bonding, City shall have the right to pay such lien or obtain such bond, all at Vendor’s sole cost and expense. 8. DEFAULT: In the event Vendor: (a) repudiates, breaches or defaults under any of the terms or conditions of this Agreement, including Vendor’s warranties; (b) fails to provide the Goods and Services as specified herein; (c) fails to make progress so as to endanger timely and proper provision of the Goods and Services and does not correct such failure or breach within five (5) business days (or such shorter period of time as is commercially reasonable under the circumstances) after receipt of notice from City specifying such failure or breach; or (d) becomes insolvent, is placed into receivership, makes a general assignment for the benefit of creditors or dissolves, each such event constituting an event of default hereunder, City shall have the right to (1) terminate all or any parts of this Agreement, without liability to Vendor; and (2) exercise all other rights and remedies available to City at law and/or in equity. 9. INSURANCE AND INDEMNIFICATION: Vendor shall procure and maintain in full force and effect during the term of this Agreement, with an insurer licensed to do business in the State of Indiana, such insurance as is necessary for the protection of City and Vendor from all claims for damages under any workers’ compensation, occupational disease and/or unemployment compensation act; for bodily injuries including, but not limited to, personal injury, sickness, disease or death of or to any of Vendor’s agents, officers, employees, contractors and subcontractors; and, for any injury to or destruction of property, including, but not limited to, any loss of use resulting therefrom. The coverage amounts shall be no less than those amounts set forth in attached Exhibit C. Vendor shall cause its insurers to name City as an additional insured on all such insurance policies, shall promptly provide City, upon request, with copies of all such policies, and shall provide that such insurance policies shall not be canceled without thirty (30) days prior notice to City. Vendor shall indemnify and hold harmless City from and against any and all liabilities, claims, demands or expenses (including, but not limited to, reasonable attorney fees) for injury, death and/or damages to any person or property arising from or in connection with Vendor’s provision of Goods and Services pursuant to or under this Agreement or Vendor’s use of City property. 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. S:\\Contracts\\Departments\\Street\\2023\\Johnson Controls Fire Prevention LP Goods and Services.docx:6/7/2023 1:27 PM\] 2 Johnson Controls Fire Protection LP Street Department - 2023 Appropriation #2201 2201 43-509.00 Motor Vehicle Highway Fund; P.O. #109796 Contract Not To Exceed $2,250.26 10. GOVERNMENT COMPLIANCE: Vendor agrees to comply with all federal, state and local laws, executive orders, rules, regulations and codes which may be applicable to Vendor’s performance of its obligations under this Agreement, and all relevant provisions thereof are incorporated herein by this reference. Vendor agrees to indemnify and hold harmless City from any loss, damage and/or liability resulting from any such violation of such laws, orders, rules, regulations and codes. This indemnification obligation shall survive the termination of this Agreement. 11. NONDISCRIMINATION: Vendor represents and warrants that it and all of its officers, employees, agents, contractors and subcontractors shall comply with all laws of the United States, the State of Indiana and City prohibiting discrimination against any employee, applicant for employment or other person in the provision of any Goods and Services provided by this Agreement with respect to their hire, tenure, terms, conditions and privileges of employment and any other matter related to their employment or subcontracting, because of race, religion, color, sex, handicap, national origin, ancestry, age, disabled veteran status and/or Vietnam era veteran status. 12. E-VERIFY: Pursuant to I.C. § 22-5-1.7 et seq., 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, itshall 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. 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. S:\\Contracts\\Departments\\Street\\2023\\Johnson Controls Fire Prevention LP Goods and Services.docx:6/7/2023 1:27 PM\] 3 Johnson Controls Fire Protection LP Street Department - 2023 Appropriation #2201 2201 43-509.00 Motor Vehicle Highway Fund; P.O. #109796 Contract Not To Exceed $2,250.26 17. SEVERABILITY: If any term of this Agreement is invalid or unenforceable under any statute, regulation, ordinance, executive order or other rule of law, such term shall be deemed reformed or deleted, but only to the extent necessary to comply with same, and the remaining provisions of this Agreement shall remain in full force and effect. 18. NOTICE: Any notice provided for in this Agreement will be sufficient if itis in writing and is delivered by postage prepaid U.S. certified mail, return receipt requested, to the party to be notified at the address specified herein: If to City: City of Carmel AND City of Carmel Street Department Office of Corporation Counsel st3400W131 Street One Civic Square Carmel, Indiana 46074 Carmel, Indiana 46032 If to Vendor: Johnson Controls Fire Protection LP PO Box 10320 Palatine, Illinois 60055-0320 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. In the event of such termination, Vendor shall be entitled to receive only payment for the undisputed invoice amount representing conforming Goods and Services delivered as of the date of termination, except that such payment amount shall not exceed the Estimate amount in effect at the time of termination, unless the parties have previously agreed in writing to a greater amount. 19.2 City may terminate this Agreement at any time upon thirty (30) days prior notice to Vendor. In the event of such termination, Vendor shall be entitled to receive only payment for the undisputed invoice amount of conforming Goods and Services delivered as of the date of termination, except that such payment amount shall not exceed the Estimate amount in effect at the time of termination, unless the parties have previously agreed in writing to a greater amount. 19.3 The City may terminate this Agreement pursuant to Paragraph 11 hereof, as appropriate. 20. REPRESENTATIONS AND WARRANTIES The parties represent and warrant that they are authorized to enter into this Agreement and that the persons executing this Agreement have the authority to bind the party which they represent. 21. ADDITIONAL GOODS AND SERVICES Vendor understands and agrees that City may, from time to time, request Vendor to provide additional goods and services to City. When City desires additional goods and services from Vendor, the City shall notify Vendor of such additional goods and services desired, as well as the time frame in which same are to be provided. Only after City has approved Vendor’s time and cost estimate for the provision of such additional goods and services, has encumbered sufficient monies to pay for same, and has authorized Vendor, in writing, to provide S:\\Contracts\\Departments\\Street\\2023\\Johnson Controls Fire Prevention LP Goods and Services.docx:6/7/2023 1:27 PM\] 4 Johnson Controls Fire Protection LP Street Department - 2023 Appropriation #2201 2201 43-509.00 Motor Vehicle Highway Fund; P.O. #109796 Contract Not To Exceed $2,250.26 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, 2023 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. DEBARMENT AND SUSPENSION 26.1 The Vendor certifies by entering into this Agreement that neither it nor its principals nor any of its subcontractors are presently debarred, suspended, proposed for debarment, declared ineligible or voluntarily excluded from entering into this Agreement by any federal agency or by any department, agency or political subdivision of the State of Indiana. The term “principal” for purposes of this Agreement means an officer, director, owner, partner, key employee or other person with primary management or supervisory responsibilities, or a person who has a critical influence on or substantive control over the operations of the Vendor. 26.2 The Vendor certifies that it has verified the state and federal suspension and debarment status for all subcontractors receiving funds under this Agreement and shall be solely responsible for any recoupment, penalties or costs that might arise from use of a suspended or debarred subcontractor. The Vendor shall immediately notify the City if any subcontractor becomes debarred or suspended, and shall, at the City’s request, take all steps required by the City to terminate its contractual relationship with the subcontractor for work to be performed under this Agreement. 27. IRAN CERTIFICATION Pursuant to I.C. § 5-22-16.5, the Vendor shall certify that, in signing this Agreement, it does not engage in investment activities within the Country of Iran. 28. 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. S:\\Contracts\\Departments\\Street\\2023\\Johnson Controls Fire Prevention LP Goods and Services.docx:6/7/2023 1:27 PM\] 5 Johnson Controls Fire Protection LP Strcet Dcpartmcnt - 2023 Appropriation #2201 2201 43-509.00 Motor Vehicle Highway Fund; P.O. #109796 Contract Not To Exceed $2,250.26 29. ENTIRE AGREEMENT: This Agreement, together with any exhibits attached hereto or referenced herein, constitutes the entire agreement between Vendor and City with respect to the subject matter hereof, and supersedes all prior oral or written representations and agreements regarding same. Notwithstanding any other term or condition set forth herein, but subject to paragraph 16 hereof, to the extent any term or condition contained in any exhibit attached to this Agreement or in any document referenced herein conflicts with any term or condition contained in this Agreement, the term or condition contained in this Agreement shall govern and prevail. This Agreement may only be modified by written amendment executed by both parties hereto, or their successors in interest. IN WITNESS WHEREOF, the parties hereto have made and executed this Agreement as follows: CITY OF CARMEL, INDIANA by and through its Board of Public Works and Safety By: James Brainard, Presiding Officer Date: Mary Ann Burke, Member Date: Lori S. Watson, Member Date ATTEST: Sue Wolfgang, Clerk Date: Johnson Controls Fire Protection LP By: Authorized Signature Steven Whitehouse Printed Name TSM of JCI Fire Protection LP Title Date: 7/7/2023 S C.,ihFu Pr .,1,nLP Goods mid Semites d-.6`!2623 I='P\I] Exhibit A QTB!Sfofxbm`Dbsnfm!Tusffu Efqu`7:7:37`Nbz`3134`!.!DQR.48266:! Qmboofe!Tfswjdf!Bhsffnfou Qspqptbm!Qsftfoufe!Po; Kpiotpo!Dpouspmt!Gjsf!Qspufdujpo!MQ 13.34.313425311!F!Fyqptjujpo!Bwf! Bvspsb!DP91123.3651! Vojufe!Tubuft!pg!Bnfsjdb! TFSWJDF!TPMVUJPO Cjmmjoh!Dvtupnfs; Dvtupnfs!$;!7:7:37! Dbsnfm!Tusffu!Efqu! Ebuf;!34.Gfc.34! 4511!X!242tu!Tu! Qspqptbm!$;!!DQR.48266:! XFTUGJFME-!JO!57185.9378Ufsn;!!2.Nbz.34!up!41.Bqs.35! Fyufsobm!Dpousbdu!$;!27134455!S12. OPW.3133 Tvctdsjqujpo!FSQ!$;! Tfswjdf!Mpdbujpo;Kpiotpo!Dpouspmt!Gjsf!Qspufdujpo!MQ Tbmft!Sfqsftfoubujwf; Dbsnfm!Tusffu!Efqu 4511!X!242tu!Tu-!Kfttfmm!Njmmfs! Dbsnfm-!JO!57185.9378! 25311!F!Fyqptjujpo!Bwf! Bvspsb!DP!!91123.3651! kfttfmm/njmmfsAkdj/dpn JOWFTUNFOU!TVNNBSZ Tfswjdf!Tpmvujpo!Wbmje!gps!41!Ebzt* TFSWJDF0QSPEVDU!EFTDSJQUJPORVBOUJUZGSFRVFODZJOWFTUNFOU TZTUFN.GB.TJNQMFY!5121! Ftu/!Gjstu!Jotqfdujpo;!KvofTJNQMFY!QSPH!5121!TZTUFN! 6Boovbm! Nbjo!Gjsf!Bmbsn!Qbofm! 5Boovbm! Sfnpuf!Qpxfs!Tvqqmz0OBD!Fyufoefs! 3Boovbm! Boovodjbups! 31Boovbm! Tnplf!Efufdups!Dpowfoujpobm! 64Boovbm! Ifbu!Efufdups!Sftupsbcmf! 7Boovbm! Evdu!Efufdups!Dpowfoujpobm! 26Boovbm! Qvmm!Tubujpo! 5:Boovbm! Bvejp.Wjtvbm!Voju!Beesfttbcmf! GJSF!BMBSN!FTTFOUJBM!TFSWJDF!PGGFS!! Up!uif!fyufou!bqqmjdbcmf-!Kpiotpo!Dpouspmt!ibt!jodmvefe!bo!ftujnbuf!gps!bmm!tubuf!boe!mpdbm!tbmft!uby!gps!uijt!rvpuf/!Uif!bduvbm!tbmft!uby evf!xjmm!cf!dbmdvmbufe!boe!cjmmfe!vqpo!jttvbodf!pg!bo!jowpjdf-!vomftt!b!wbmje!fyfnqujpo!boe0ps!sftbmf!dfsujgjdbuf!jt!sfdfjwfe!cz!Kpiotpo Dpouspmt/ Qbhf!3!pg!22!3133!Kpiotpo!Dpouspmt/!Bmm!sjhiut!sftfswfe TFSWJDF!TPMVUJPO TVNNBSZ!PG!TFSWJDFT Uif!tvnnbsz!pg!tfswjdft!jt!joufoefe!up!dpwfs!uif!gpmmpxjoh!mpdbujpot; MpdbujpoBeesfttDjuzTubuf\[jqGjsf!Bmbsn Dbsnfm!Tusffu!Efqu! 4511!X!242tu!Tu-!Dbsnfm!JO57185.9378%3-361/37 GJSF!BMBSN!FTTFOUJBM!TFSWJDF!PGGFS! TZTUFN.GB.TJNQMFY!5121! UFTU!BOE!JOTQFDUJPO; Jotqfdujpot!boe!ejbhoptujd!uftut!gps!uif!bddfttjcmf!qfsjqifsbm!efwjdft!mjtufe!boe!dvssfoumz!dpoofdufe!up!uif!gbdjmjuz!gjsf!bmbsn!tztufn/ Uftut!xjmm!cf!tdifevmfe!jo!bewbodf/!Vomftt!puifsxjtf!tqfdjgjfe!ifsfjo-!cbuufsjft!jotubmmfe!xjuijo!xjsfmftt!jojujbujoh!boe!opujgjdbujpo qfsjqifsbm!efwjdft!bsf!opu!dpwfsfe!voefs!uijt!bhsffnfou/!Sfqmbdfnfou!pg!tvdi!cbuufsjft!xjmm!cf!bu!bo!beejujpobm!dptu/ EPDVNFOUBUJPO; Bddfttjcmf!dpnqpofout!boe!efwjdft!mphhfe!gps; Mpdbujpo!pg!fbdi!efwjdf!uftufe-!jodmvejoh!tztufn!beesftt!ps!{pof!mpdbujpo Uftu!sftvmut!boe!bqqmjdbcmf!wpmubhf!sfbejoht boz!ejtdsfqbodjft!gpvoe!opufe Jotqfdujpo!epdvnfoubujpo!qspwjefe!up!Dvtupnfst!sfqsftfoubujwf/!OPUF;Dfsubjo!beejujpobm!tfswjdft!nbz!cf!sfrvjsfe!cz!uif!Bvuipsjuz Ibwjoh!Kvsjtejdujpo/BIK!ps!joufsobm!pshboj{bujpobm!sfrvjsfnfout!nbz!cf!npsf!sftusjdujwf!uibo!tubuf0qspwjodjbm!sfrvjsfnfout/!Cvjmejoh pxofst!boe!nbobhfst!tipvme!nblf!uifntfmwft!bxbsf!pgbqqmjdbcmf!dpeft!boe!sfgfsfodft!jo!psefs!up!fotvsf!uibu!dpousbdufe!tfswjdft bsf!jo!dpnqmjbodf!xjui!uiftf!sfrvjsfnfout/ Tnplf!Efufdups!Tfotjujwjuz!Uftujoh! TZTUFN.GB.TJNQMFY!5121! TFOTJUJWJUZ!UFTUJOH!GPS!DPOWFOUJPOBM!TNPLF!EFUFDUPST; Tnplf!efufdups!tfotjujwjuz!uftujoh!xjmm!cf!qfsgpsnfe!po!tnplf!efufdupst/!Uftujoh!xjmm!cf!qfsgpsnfe!vtjoh!VM0VMD!bqqspwfe!tfotjujwjuz uftujoh!frvjqnfou/!Efwjdft!qfsgpsnjoh!pvutjef!uif!mjtufe!tfotjujwjuz!sbohf!xjmm!cf!sf.dmfbofe!boe!sf.uftufe-!boe-!jg!ofdfttbsz-!opufe!boe sfdpnnfoefe!gps!sfqmbdfnfou/!OPUF;!Dfsubjo!uzqft!pg!bobmph!tnplf!tfotpst!bvupnbujdbmmz!tbujtgz!uijt!uftujoh!sfrvjsfnfou!uispvhi tfotjujwjuz!sfqpsut!qsjoufe!gspn!uif!gjsf!bmbsn!qbofm/!Fy!dmveft!evdu!tnplf!efufdupst/! Dvtupnfs!Qpsubm!)Cbtjd*! TZTUFN.GB.TJNQMFY!5121! Cbtjd!Dvtupnfs!Qpsubm!gvodujpobmjuz!xjmm!cf!qspwjefe/!!! Qbhf!4!pg!22!3133!Kpiotpo!Dpouspmt/!Bmm!sjhiut!sftfswfe TFSWJDF!TPMVUJPO Uijt!Tfswjdf!Tpmvujpo!)uif!#Bhsffnfou#*!tfut!gpsui!uif!Ufsnt!boe!Dpoejujpot!gps!uif!qspwjtjpo!pg!frvjqnfou!boe!tfswjdft!up!cf!qspwjefe cz!Kpiotpo!Dpouspmt!Gjsf!Qspufdujpo!MQ!)#Dpnqboz#*!up!boe!jt!fggfdujwf!2.Nbz.34)uif!#Fggfdujwf!Ebuf#*!up!41. Bqs.35!)uif!#Jojujbm!Ufsn#*/!Dvtupnfs!bhsfft!uibu!jojujbm!jotqfdujpot!nbz!cf!qfsgpsnfe!xjuijo!56!ebzt!gspn!uif!Fggfdujwf!Ebuf/!!! QBZNFOU!GSFRVFODZ;!!Boovbm!Jo!!Bewbodf JojujbmtJojujbmtt2 QBZNFOU!UFSNT;!!!!!!!!!!!!Ofu!41! Gps!bqqmjdbcmf!ubyft-!qmfbtf!tff!Tfdujpo!4!pg!uif!Ufsnt!'!Dpoejujpot QBZNFOU!BNPVOU;!!%3-361/37!.!!!Qspqptbm!$;!DQR.48266:! QBZNFOU!TVNNBSZ; QTB!DibshftZfbs 2 3-361/37 DVTUPNFS!BDDFQUBODF;!Jo!bddfqujoh!uijt!Bhsffnfou-!Dvtupnfs!bhsfft!up!uif!Ufsnt!boe!Dpoejujpot!po!uif!gpmmpxjoh!qbhft!boe boz!buubdinfout!ps!sjefst!buubdife!ifsfup!uibu!dpoubjo!beejujpobm!ufsnt!boe!dpoejujpot/!Ju!jt!voefstuppe!uibu!uiftf!ufsnt!boe!dpoejujpot tibmm!qsfwbjm!pwfs!boz!wbsjbujpo!jo!ufsnt!boe!dpoejujpot!po!boz!qvsdibtf!psefs!ps!puifs!epdvnfou!uibu!Dvtupnfs!nbz!jttvf/!Boz dibohft!jo!uif!tztufn!sfrvftufe!cz!Dvtupnfs!bgufs!uif!fyfdvujpo!pg!Bhsffnfou!tibmm!cf!qbje!gps!cz!Dvtupnfs!boe!tvdi!dibohft!tibmm cf!bvuipsj{fe!jo!xsjujoh/ BUUFOUJPO!JT!EJSFDUFE!UP!UIF!MJNJUBUJPO!PG!MJBCJMJUZ-!XBSSBOUZ-!JOEFNOJUZ!BOE!PUIFS!DPOEJUJPOT!DPOUBJOFE JO!UIJT!BHSFFNFOU/ Qbhf!5!pg!22!3133!Kpiotpo!Dpouspmt/!Bmm!sjhiut!sftfswfe TFSWJDF!TPMVUJPO Vomftt!puifsxjtf!bhsffe!up!cz!uif!qbsujft-!qsjdjoh!jt!cbtfe!vqpo!uif!gpmmpxjoh!cjmmjoh!boe!qbznfou!ufsnt;!Jowpjdft!xjmm!cf!efmjwfsfe!wjb fnbjm-!qbznfou!jt!evf!vqpo!sfdfjqu-!boe!jowpjdft!bsf!up!cf!qbje!wjb!BDI0FGU!cbol!usbotgfs/!Kpiotpo!Dpouspmt!BDI0FGU!cbol!usbotgfs efubjmt!xjmm!cf!gpsui!dpnjoh!vqpo!dpousbduvbm!bhsffnfou/ Uijt!pggfs!tibmm!cf!wpje!jg!opu!bddfqufe!jo!xsjujoh!xjuijo!uijsuz!)41*!ebzt!gspn!uif!ebuf!gjstu!tfu!gpsui!bcpwf/ Up!fotvsf!uibu!KDJ!jt!dpnqmjbou!xjui!zpvs!dpnqbozt!cjmmjoh!sfrvjsfnfout-!qmfbtf!qspwjef!uif!gpmmpxjoh!jogpsnbujpo; QP!jt!sfrvjsfe!up!gbdjmjubuf!cjmmjoh;!OP;!Uijt!tjhofe!dpousbdu!tbujtgjft!sfrvjsfnfou ZFT;!Qmfbtf!sfgfsfodf!uijt!QP!Ovncfs;!```````````````````````````` BS!Jowpjdft!bsf!bddfqufe!wjb!f.nbjm;!ZFT;!F.nbjm!beesftt!up!cf!vtfe;!`````````````````````````````````` OP;!Qmfbtf!tvcnju!jowpjdft!wjb!nbjm OP;!Qmfbtf!tvcnju!jowpjdft!wjb!``````````````````````````````````` Kpiotpo!Dpouspmt!Gjsf!Qspufdujpo!MQ Bvuipsj{fe! Tjhobuvsf;!Tjhobuvsf;!Tjhobuvsf;\]t2```````````````````````````````\]t3``````````````````````````````` Tjhobuvsf; Qsjou!Obnf;!Qsjou!Obnf;```````````````````````````````!Qsjou!Obnf;``````````````````````````````` Ujumf;```````````````````````````````!Ujumf;``````````````````````````````` Qipof!$;!Qipof!$;```````````````````````````````!Qipof!$; Gby!$;```````````````````````````````!Gby!$;``````````````````````````````` Fnbjm;!Fnbjm;```````````````````````````````!Mjdfotf!$;``````````````````````````````` jg!bqqmjdbcmf* Ebuf;!Ebuf;``````````````````````````````` Ebuf;``````````````````````````````` Qbhf!6!pg!22!3133!Kpiotpo!Dpouspmt/!Bmm!sjhiut!sftfswfe TERMSANDCONDITIONS guaranty orwarranty, including any impliedwarranty ofmerchantability 1.Term. The Initial Term of this Agreement shall commence on the date ofor fitness for a particular purpose that equipment or services supplied byCompany willdetect oravertoccurrences ortheconsequencesthisAgreementandcontinuefortheperiodindicatedinthisAgreement. At therefrom thattheequipment orservice wasdesigned todetectoravert. the conclusion of the Initial Term, this Agreement shall automatically extend Itisimpractical andextremely difficulttofixtheactualdamages, ifany, for successive terms equal to the Initial Term (subject to Section 3) unless whichmayproximately resultfromfailure onthepartofCompany toeitherpartygiveswrittennoticetotheotherpartyatleastthirty (30) days prior performanyofitsobligations underthisAgreement. Accordingly, to the end of the then- Customer agrees thatCompany shallbeexempt fromliability forany2.Payment andInvoicing.Unless otherwise agreed by the parties in writing, loss, damage orinjury arising directlyorindirectly fromoccurrences, fees for Services to be performed shall be paid annually in advance. Unless orthe consequences therefrom, whichthe equipment orservice wasotherwiseagreedtobytheparties, amounts are due upon receipt of the designed todetectoravert. Should Company befound liableforanyinvoicebyCustomer. Invoices shall be paid by Customer via electronic loss, damageorinjuryarising fromafailureoftheequipment orservicedeliveryviaEFT/ACH. Invoicing disputes must be identified in writing within 21 days of the invoice date. Payments of any disputed amounts are due and-siteat obligation to perform Services under the Agreement. Work performed on athe Agreement price (as increased by the price for any additional work) time and material basis shall be at the thenprevailing Company rate foror, where the t material, labor, and related items, in effect at the time supplied under thistime and material payments to Company. Where this Agreement covers Agreement. Customer acknowledges and agrees that timely payments of the multiplesites, liability shallbelimited totheamount ofthepayments full amounts listed oninvoices is an essential term of this Agreement andliability withrespect toMonitoring Services issetforth inSection 18ofthis this Agreement. Customer further acknowledges that if there is any amountAgreement. Such sum shall be complete and exclusive. IN NO EVENT outstanding on an invoice, it is material to Company and will give Company,SHALLCOMPANY BELIABLE, FORANYDAMAGE, LOSS, INJURY, OR without prejudice to any other right or remedy, the right to, without notice: (i) ANYOTHER CLAIMARISING FROMANYSERVICING, ALTERATIONS, suspend, discontinue or terminate performing any Services and/or withhold MODIFICATIONS, CHANGES, ORMOVEMENTS OFTHECOVERED further deliveries of equipment and other materials, terminate or suspend any SYSTEM(S), ASHEREINAFTER DEFINED, ORANYOFITSCOMPONENT PARTSBYCUSTOMER ORANYTHIRDPARTY. Tothemaximum extent terminate this Agreement; and (ii) charge Customer interest on the amounts permittedbylaw, innoeventshallCompanyand itsaffiliates and their unpaid at a rate equal to the lesser of one and one half (1.5) percent per respective personnel, suppliers and vendors beliabletoCustomer or month or the maximum rate permitted under applicable law, until payment is anythird partyunderanycause ofactionortheory ofliability, evenif advised ofthepossibility ofsuchdamages, forany (a) special, incidental, consequential, punitive orindirect damages ofanykind; (b) exercise any or all rights or remedies under this Agreement.Company shall lossofprofits, revenues, data, customer opportunities, business, not be liable for any damages, claims, expenses, or liabilities arising from or anticipated savings orgoodwill; (c) business interruption; or (d) data relating to suspension of Services for non-payment. In the event that there lossorotherlosses arising fromviruses, ransomware, cyberattacks or are exigent circumstances requiring services or the Company otherwise failures orinterruptions tonetwork systems. Thelimitations ofliability performs Services at the premises following suspension, those services shall setforth inthisAgreement shallinuretothebenefit ofallparents, be governed by the terms of this Agreement unless a separate contract is subsidiaries and affiliatesofCompany, whether directorindirect, to collect payment,Customer shall immediately notify Company in writing and 6.Reciprocal Waiver ofClaims (SAFETY Act). Certain of Company's explain the basis of the dispute. systems and services have received Certification and/or Designation as reasonable collection costs, including legal fees and expenses. Qualified Anti-- 3.Pricing. The pricing set forth in this Agreement is based on the number of terrorism by Fostering Effective Technologies Act of 2002, 6 U.S.C. §§ 441- devices and services to be performed as set forth in this Agreement. If the actual number of devices installed or services to be performed is greater than extent permitted by law, Company and Customer hereby agree to waive their that set forth in this Agreement, the price will be increased accordingly. right to make any claims against the other for any losses, including business Company may increase prices upon notice to Customer to reflect increases interruption losses, sustained by either party or their respective employees, in material and labor costs. All stated prices are exclusive of and Customer agrees to pay any taxes, fees, duties, tariffs, false alarm assessments, C.F.R. 25.2, when QATT have been deployed in defense against, response installation or alarm permits and levies or other similar charges imposed to, or recovery from such Act of Terrorism. and/or enacted by a government, however designated or imposed, including 7.Indemnity. Customeragrees toindemnify, holdharmless and defend but not limited to value-added and withholding taxes that are levied or based Company againstany andalllosses, damages, costs, including expert upon the amounts paid under this Agreement.Prices in any quotation orfees and costs, and expenses including reasonable defense costs, arising fromanyandallthirdpartyclaims forpersonalinjury, death, proposal from Company are subject to change upon notice sent to Customer property damage oreconomic loss, arising inanywayfromanyact oratanytimebeforethequotationorproposalhasbeenaccepted. Company will provide Customer with notice of any pricing adjustments applicable to anyomission of Customer or Company relating in any way to this Renewal Term no later than 45 days prior to the commencement of thatAgreement, including but not limited to the Services under this Renewal Tern. Unless Customer terminates the Agreement at least thirtyAgreement, whether such claims are based upon contract, warranty, 30) days prior to the start of such Renewal Term, the adjusted price shall betort (including but not limited to active or passive negligence), strict the price for the Renewal Term. Prices for products covered by thisliability or otherwise. Company reserves the right to select counsel to Agreement may be adjusted by Company, upon notice to Customer at any toindemnification anddefense ofCompany withrespect toMonitoring ServicesissetforthinSection 18ofthisAgreement. of raw materials (e.g., steel, aluminum) inability to secure Products, changes 8.General Provisions.Customer has selected the service level desired after or increases in law, labor, taxes, duties, tariffs or quotas, acts of government, considering and balancing various levels of protection afforded and their any similar charges, or to cover any extra, unforeseen and unusual cost related costs. All work to be performed by Company will be performed during elements. normal working hours of normal working days (8:00 a.m. -5:00 p.m., Monday 4.CodeCompliance.Company does not undertake an obligation to inspectthrough Friday, excluding Company holidays), as defined by Company, for compliance with laws or regulations unless specifically stated in this unless additional times are specificallydescribed in this Agreement. All work Agreement. Customer acknowledges that the Authority Having Jurisdiction performed unscheduled unless otherwise specified in this Agreement. e.g. Fire Marshal) may establish additional requirements for compliance with Appointments scheduled for fourhour window. Additional charges may apply local codes. Any additional servicesor equipment required will be providedfor special scheduling requests (e.g. working around equipment shutdowns, at an additional cost to Customer. after hours work). Company will perform the services described in the 5.Limitation ofLiability; Limitations ofRemedy. Customer understands that Company offers several levels of protection services and that the level described has been chosen by Customer after considering and balancingN THIS AGREEMENT, ANY INSPECTION (AND, IF SPECIFIED, TESTING) PROVIDED UNDERvariouslevelsofprotectionaffordedandtheirrelatedcosts. Itisunderstood THIS AGREEMENT DOES NOT INCLUDE ANY MAINTENANCE, andagreed byCustomer thatCompany isnotaninsurer and that REPAIRS, ALTERATIONS, REPLACEMENT OF PARTS, OR ANY FIELDinsurancecoverageshallbeobtainedbyCustomerandthatamounts ADJUSTMENTS WHATSOEVER, NOR DOES IT INCLUDE THEpayabletoCompanyhereunderarebaseduponthevalueofthe CORRECTION OF ANY DEFICIENCIES IDENTIFIED BY COMPANY TOservicesandthescopeofliabilitysetforthinthisAgreementandare CUSTOMER. COMPANY SHALL NOT BE RESPONSIBLE FOR EQUIPMENT FAILURE OCCURRING WHILE COMPANY IS IN THElocatedonthepremises. Customer agrees tolookexclusively to PROCESS OF FOLLOWING ITS INSPECTION TECHNIQUES, WHERE THE FAILURE ALSO RESULTS FROM THE AGE OR OBSOLESCENCE OFlossorinjury. Customer releasesandwaives allrightofrecovery THE ITEM OR DUETO NORMAL WEAR AND TEAR. THIS AGREEMENTagainstCompanyarisingbywayofsubrogation. Company makes no Rev. September. 2022 DOES NOT COVER SYSTEMS, EQUIPMENT, COMPONENTS OR PARTS commodities, if required to perform work required by this Agreement, THAT ARE BELOW GRADE, BEHIND WALLS OR OTHER Customer hereby agrees that Company may terminate the Agreement, or the OBSTRUCTIONS OR EXTERIOR TO THE BUILDING, ELECTRICAL relevant portion of the Agreement, at no additional cost and without penalty. WIRING, AND PIPING. Customer agrees to pay Company in full for all work performed up to the time of any such termination. 9. CustomerResponsibilities. Customer shall regularly test the System(s) 14. Confined Space. If access to confined space by Company is required for recommendations. Customer shall promptly notify Company of any the performance of Services, Services shall be scheduled and performed in rate. This Agreement assumes any existing system(s) are in operational and 15. Hazardous Materials. Customer represents that, except to the extent that maintainable condition as of the Agreement date. If, upon inspection, Company has been given written notice of the following hazards prior to the Company determines that repairs are recommended, repair charges will be site representative prior to work. Space in which work must be performed that, because of its construction, Should such repair work be declined, Company shall be relieved from any location, contents or work activity therein, accumulation of a hazardous and all liability arising therefrom. gas, vapour, dust or fume or the creation of an oxygen-deficient Customer further agrees to: atmosphere may occur, provide Company clear access to Covered System(s) to be serviced A for work Company including, if applicable, lift trucks or other equipment needed to reach performs in the United States; inaccessible equipment; risk of infectious disease; supply suitable electrical service, heat, heat tracing adequate water supply, need for air monitoring, respiratory protection, or other medical risk; or and required system schematics and/or drawings; asbestos, asbestos-containing material, formaldehyde or other notify all required persons, including but not limited to authorities having potentially toxic or otherwise hazardous material contained in or on the jurisdiction, employees, and monitoring services, of scheduled testing surface of the floors, walls, ceilings, insulation or other structural and/or repair of systems; components of the area of any building where work is required to be performed under this Agreement. provide a safe work environment; in the event of an emergency or Covered System(s) failure, take reasonable Company shall have the right to rely on the representations listed above. Ifprecautionstoprotectagainstpersonalinjury, death, and/or property Hazardous Conditions are encountered by Company during the course ofdamageandcontinuesuchmeasuresuntiltheCoveredSystem(s) are operational; and comply with all laws, codes, and regulations pertaining to the equipment perform in the area where the Hazardous Conditions exist until the area hasand/or Services provided under this Agreement. been made safe by Customer as certified in writing by an independentCustomerrepresentsandwarrantsthatithastherighttoauthorizetheServices testing agency, and Customer shall pay disruption expenses and re- to be performed as set forth in this Agreement. Customer is solely responsible for the establishment, operation, maintenance, access, security and other mobilization expenses as determined by Company. This Agreement does not provide for the cost of testing involving a discharge or release, capture, Network access for providing its services. Products networked, connected to the internet, or otherwise connected to computers or other devices must be appropriately protected by Customer and/or end user against unauthorized firefighting materials including without limitation any firefighting foam access. Customer is responsible to take appropriate measures, including encountered in and/or discharged from any of the Covered System(s) performing back-ups, to protect information, including without limit data, and/or during performance of the Services. Said materials shall at all times sof remain the responsibility and property of Customer. Customer shall be 10. Repair Services. Where Customer expressly includes repair, responsible for any Discharge Services associated with such materials, replacement, and emergency response services in the Service Solution including all discharged firefighting foam in accordance with all applicable section of this Agreement, such Services apply only to the components or law. Company shall not be responsible for the testing, removal or disposal equipment of the Covered System(s). Customer agrees to promptly request of such hazardous materials. Customer shall indemnify and hold CompanyrepairservicesintheeventtheSystembecomesinoperableorotherwiseharmlessfromandagainstanyandallclaims, demands and/or damagesrequiresrepair. The Agreement price does not include repairs to the Covered arising in whole or in part from the use of or any Discharge ServicesSystem(s) recommended by Company as a result of an inspection, for which associated with any hazardous waste, hazardous materials, or firefightingCompanywillsubmitindependentpricingtoCustomerandastowhichmaterialsincludingwithoutlimitationfirefightingfoamencounteredorCompanywillnotproceeduntilCustomerauthorizessuchworkandapprovesdischargedduringperformanceoftheServices. the pricing. Repair or replacement of non-maintainable parts of the Covered 16. Covid-19Vaccination. Company expressly disclaims any requirement, System(s) including, but not limited to, unit cabinets, insulating material, understanding or agreement, express or implied, included directly orelectricalwiring, structural supports, and all other non-moving parts, is not incorporated by reference, in any Customer purchase order, solicitation, included under this Agreement. notic11. System Equipment. The purchase of equipment or peripheral devices, Covid-19 under any federal, state/provincial or local law, regulation or orderincludingbutnotlimitedtosmokedetectors, passive infrared detectors, card applicable to government contracts or subcontracts, including, withoutreaders, sprinkler system components, extinguishers and hoses) from limitation, Presidential Executive OCompanyshallbesubjecttothetermsandconditionsofthisAgreement. If, in Regulation (FAR) 52.223- which is attached to the Covered System(s), whether provided by Company, Customer or a third party, interferes with the proper operation of the Covered sonnel if and only to the extent contained in a writtenSystem(s), Customer shall remove or replace such device or equipment agreement physically signed by an authorized officer of Company. promptly upon notice from Company. Failure of Customer to remove or replace 17. OtherServices. the device shall constitute a material breach of this Agreement. IfCustomer A. Remote Service. If Customer selects Remote Service, Company shalladdsanythirdpartydeviceorequipmenttotheCoveredSystem(s), Company f education, remoteshallnotberesponsibleforanydamagetoorfailureoftheCoveredSystem(s) assistance and triage that does not require programming changes to thecausedinwholeorinpartbysuchdeviceorequipment. 12. Reports. Where inspection and/or test services are selected, such address physical damage to the system or a device; troubleshoot wiring issues; programming changes and/or relocating, remounting, reconnecting, orform, which shall be given to Customer, and, where applicable, Company may adding a device to the system. Customer understands and agrees that, whilesubmitacopythereoftothelocalauthorityhavingjurisdiction. The report and recommendations by Company are only advisory in nature and are intended system to Company via the Internet, Remote Service does not constitutetoassistCustomerinreducingtheriskoflosstopropertybyindicatingobvious monitoring of the system, and Customer understands that Remote Servicedefectsorimpairmentsnotedtothesystemandequipmentinspectedand/or does not provide for Company to contact the fire department or othertested. They are not intended to imply that no other defects or hazards exist or authorities in the event of a fire alarm. Customer understands that if it wishesthatallaspectsoftheCoveredSystem(s), equipment, and components are to receive monitoring of its fire alarm system and notification of the fireundercontrolatthetimeofinspection. Final responsibility for the condition and department or other authorities in the event of a fire alarm, it must selectoperationoftheCoveredSystem(s) and equipment and components lies with monitoring services as a separate Service under this Agreement. Customer. CUSTOMER FURTHER UNDERSTANDS ANDAGREES THATTHETERMS13. Availability andCostofSteel, Plastics & OtherCommodities. OFSECTION18.FOFTHISAGREEMENT APPLY TOREMOTESERVICE. Company shall not be responsible for failure to provide services, deliver B. Connected FireSprinkler Services; Connected FireAlarmServices. products, or otherwise perform work required by this Agreement due to lack of Connected Fire Sprinkler Services and Connected Fire Alarm Services eachavailablesteelproductsorproductsmadefromplasticsorothercommodities. means a data-analytics and software platform that uses a cellular or networkIntheeventCompanyisunable, after reasonable commercial efforts, to acquire and provide steel products, or products made from plastics or other Rev. September. 2022 responsible to provide monitoring services under this Agreement unless and performance or potential malfunction. Connected Fire Sprinkler Services and Monitoring Center has been tested. SUCH SERVICES AREPROVIDED Connected Fire Alarm Services are collectively, the Connected Equipment WITHOUT WARRANTY, EXPRESS ORIMPLIED, INCLUDING BUTNOT Services. If Customer has purchased Connected Fire Sprinkler Services LIMITED TOANYIMPLIED WARRANTIES OFMERCHANTABILITY OR and/or Connected Fire Alarm Services on any Covered Equipment, Customer FITNESSFOR APARTICULAR PURPOSE. agrees to allow Company to install diagnostic sensors and communication BLimitation ofLiability; Limitations ofRemedy. Customer understands that Company offers several levels of Monitoring Services and that the level described has been chosen by Customer after considering and balancing order for Company to deliver the connected services. For more information on various levels of protection afforded and their related costs. Itisunderstood whether your particular equipment includes Connected Fire Sprinkler Services andagreed byCustomer thatCompany isnotaninsurer andthat and/or Connected Fire Alarm Services, a subscription to such services and the insurance coverage shallbeobtained byCustomer andthatamounts cost, if any, of such subscription, please see your applicable order, quote, payable toCompany hereunder arebased uponthevalue ofthe proposal or purchase documentation or talk to your JCI sales representative. Monitoring Services andthescopeofliability setforthinthisAgreement For certain subscriptions, Customer will be able to access equipment ofotherslocatedonthepremises. Customer agrees tolookexclusively app. The Gateway Device will be used to access, store, and trend data for the ventof purposes of providing Connected Fire Sprinkler Services. Company will not anylossorinjuryandthatCustomer releases andwaives allrightof use Connected Fire Sprinkler Services or the Connected Fire Alarm Services recoveryagainst Company arising bywayofsubrogation. Company to remotely operate or make c makes noguaranty orwarranty, including anyimplied warrantyof connection is disconnected by Customer, and a technician needs to be merchantability orfitness foraparticular purpose thatequipment or Servicessupplied byCompany willdetectoravertoccurrences orthe current standard applicable contract regular time and/or overtime rate for such consequences therefrom thattheequipment orService wasdesigned to services. Company makes nowarranty orguarantee relating tothe detectoravert. Itisimpractical andextremely difficult tofixtheactual Connected FireSprinkler ServicesorConnected FireAlarm Services. damages, ifany, whichmay proximately resultfromfailureonthepartof Customer acknowledges that, whileConnected Fire AlarmServices or Company toperform anyofitsmonitoring obligations under this Connected Sprinkler Services generally improve equipment performance Agreement. Accordingly, Customer agreesthat Company shallbe andservices, theseservices donot prevent allpotential malfunction, exempt fromliability foranyloss, damage orinjury arisingdirectly or insureagainst allloss orguarantee acertainlevelofperformance and indirectly fromoccurrences, ortheconsequences therefrom, whichthe thatJCIshallnotberesponsible foranyinjury, loss, ordamage caused equipment orService wasdesigned todetectoravert. Should Company byany actoromission ofJCIrelated toorarising fromtheproactive befoundliable foranyloss, damage orinjury arisingfromafailureofthe healthnotifications oftheequipment underConnected Equipment equipment orService inanyrespect, Co Services. Customer understands thatifitwishes toreceive monitoring Monitoring Services shallbethelesseroftheannual feeforMonitoring ofitsfire alarmsystemorsprinkler system andnotification ofthefire Services allocable tothe sitewhere the incident occurred ortwo department orotherauthorities intheeventofanalarm, itmustselect thousand fivehundred ($2,500) dollars, asagreed upondamages and not monitoring services asaseparate Service underthis Agreement. asapenalty CUSTOMER FURTHER UNDERSTANDS ANDAGREES SECTION 20 andexclusive. INNOEVENT SHALL COMPANY BELIABLE FORANY SOFTWARE ANDDIGITAL SERVICES) APPLY TOCONNECTED FIRE DAMAGE, LOSS, INJURY, ORANYOTHER CLAIM ARISING FROMANY ALARM SERVICES ANDCONNECTED SPRINKLER SERVICES. Inthe SERVICING, ALTERATIONS, MODIFICATIONS, CHANGES, OR eventofaconflict betweentheseterms andtheSoftware Terms, the MOVEMENTS OFTHECOVERED SYSTEM(S), AS HEREINAFTER Software Terms willcontrol. DEFINED, ORANYOFITSCOMPONENT PARTS BYTHECUSTOMER OR C. Dashboards andMobility Applications forConnected FireSprinkler ANYTHIRD PARTY. InnoeventshallJCIanditsaffiliatesandtheir Services andConnected FireAlarmServices. If Customer has purchased respective personnel, suppliers andvendors beliabletoCustomer orany Connected Fire Sprinkler Services and/or Connected Fire Alarm Services, thirdparty underanycauseofactionortheory ofliability, even ifadvised ofthepossibility ofsuch damages, forany (a) special, incidental, applicable, during the term of the Agreement, pursuant to the then applicable consequential, punitive orindirect damages ofanykind, including but Terms of Use Agreement. Terms for the Dashboard are located at notlimited todamages; (b) lossofprofits, revenues, data, customer https://www.johnsoncontrols.com/buildings/legal/digital/generaltos. opportunities, business, anticipated savings orgoodwill; (c) business 18. Monitoring Services. IfCustomer has selected Monitoring Services, the interruption; or (d) datalossorotherlosses arising fromviruses, following shall apply to such Services: ransomware, cyber-attacks orfailures orinterruptions tonetwork A. AlarmMonitoring Service. Customer agrees and acknowledges that systems CUSTOMER ORANYTHIRDPARTY. COMPANY SHALL NOTBE LIABLE FORINDIRECT, INCIDENTAL ORCONSEQUENTIAL DAMAGES alarm monitoring, notification, and/or Runner Services as set forth in this OFANYKIND, INCLUDING BUTNOTLIMITED TODAMAGES ARISING Agreement and to endeavor to notify the party(ies) identified by Customer on FROMTHEUSE, LOSSOFTHEUSE, PERFORMANCE, ORFAILURE OF THECOVERED SYSTEM(S) TOPERFORM. Thelimitations ofliability set for responding authorities. Upon receipt of an alarm signal, Company may, at forthinthisAgreement shallinuretothe benefitofallparents, our sole discretion, attempt to notify the Contacts to verify the signal is not subsidiaries andaffiliates ofCompany, whether directorindirect, and false. If we fail to notify the Contacts or question the response we receive, we eachoftheir employees, agents, officers anddirectors. will attempt to notify the responding authority. In the event Company receives C. Indemnity, Insurance. Customer agrees to indemnify, hold harmless and a supervisory signal or trouble signal, Company shall endeavor to promptly defend Company against any and all losses, damages, costs, including expert fees and costs, and expenses including reasonable defense costs, arising from any and all third-party claims for personal injury, death, property damage or notifications of receipt of an alarm signal, nor shall Company be required to economic loss, arising in any way from any act or omission of Customer or make additional notifications because of such refusal. The Contacts are Company relating in any way to the Monitoring Services provided under this Agreement, whether such claims are based upon contract, warranty, tort Contact/Call List, are authorized to cancel an alarm prior to the notification of including but not limited to active or passive negligence), strict liability or authorities. Customer understands that local laws, ordinances or policies may otherwise. Company reserves the right to select counsel to represent it in any such action. Customer shall name Company, its officers, employees, agents, services described in this Agreement and/or necessitate modified or additional subcontractors, suppliers, and representatives as additional insureds on services and related charges to Customer. Customer understands that Custom Company may employ a number of industry-recognized measures to help D. Nomodification. Modification to Sections 18 B or C may only be made by reduce occurrences of false alarm signal activations. These measures may a written amendment to this Agreement signed by both parties specifically include, but are not limited to, implementation of industry-recognized default referencing Section 18 B and/or C, and no such amendment shall be effective monitoring center and other similar measures at our sole discretion from time E. to time. THESE MEASURES CAN RESULT IN NO ALARM SIGNAL BEING and hold Company harmless pursuant to this Section 18: SENT FROM AN A i. Customer agrees to furnish the names and telephone numbers of all persons INITIAL ALARM ACTIVATION UNTIL THE ALARM SYSTEM IS MANUALLY uld be RESET. Upon receiving notification from Company that a fire or gas detection notified in the event of an alarm (the Contact/Call List) and Local Emergency e.g. carbon monoxide) signal has been received, the responding authority may Dispatch Numbers and provide all changes, revision and modifications to the forcibly enter the premises. Cellular radio unit test supervision, if provided above to Company in writing in a timely manner. Customer must ensure that all such persons are authorized and able to respond to such notification. current signaling ability at the time of the test communication based on certain ii. Customer shall carefully and properly test and set the system immediately programmed intervals and does not serve to detect the potential loss of radio prior to the securing of the premises and carefully test the system in a manner service at the time of an actual emergency event. Company shall not be prescribed by Company during the term of this Agreement. Customer agrees Rev. September. 2022 that it is responsible for any losses or damages due to malfunction, DETERMINES INITS SOLEDISCRETION THATITISCOMPATIBLE, COMPANY WILLPERMIT CUSTOMER TOUSENON-TRADITIONALprocessorcommunicatedatedata. If any defect in operation of the System TELEPHONE SERVICE ASTHESOLEMETHOD OF TRANSMITTINGdevelops, or in the event of a power failure, interruption of telephone service, ALARM SIGNALS, ALTHOUGH CUSTOMERUNDERSTANDS THAT COMPANY RECOMMENDS THEUSEOFANADDITIONAL BACKUPthroughanymedia, Customer shall notify Company immediately. If space/interior protection (i.e. ultrasonic, microwave, infrared, etc.) is part of the SYSTEM TOTHEMONITORING CENTER REGARDLESS OFTHETYPEOFSystem, Customer shall walk test the system in the manner recommended by TELEPHONE SERVICE USED. CUSTOMER ALSOUNDERSTANDS THATCompany. IFCOMPANY DETERMINES INITS SOLEDISCRETION THATiii. When any device or protection is used, including, but not limited to, space TRADITIONAL TELEPHONE SERVICE ISORLATERprotection, which may be affected by turbulence of air, occupied airspace BECOMES NON-COMPATIBLE, ORIFCUSTOMER CHANGES TOchangeorotherdisturbance, forced air heaters, air conditioners, horns, bells, ANOTHER NON-TRADITIONAL TELEPHONE SERVICE THATISNOTanimalsandanyothersourcesofairturbulenceormovementwhichmayCOMPATIBLE, THENCOMPANY REQUIRES THATCUSTOMER USEANinterferewiththeeffectivenessoftheSystemduringclosedperiodswhiletheALTERNATEMETHODOFCOMMUNICATIONACCEPTABLETOalarmsystemison, Customer shall notify Company iv. Customer shall promptly reset the System after any activation. ALARM SYSTEM TOTHE MONITORING CENTER. CUSTOMERv. Customer shall notify Company regarding any remodeling or other changes UNDERSTANDS THATTRANSMISSION OFFIREALARM SIGNALS BYtotheprotectedpremisesthatmayaffectoperationofthesystem. MEANS OTHER THANATRADITIONAL TELEPHONE LINEMAYNOTBEvi. Customer shall cooperate with Company in the installation, operation and/or INCOMPLIANCE WITHFIREALARM STANDARDS ORSOME LOCAL maintenance of the system and agrees to follow all instructions and procedures which may be prescribed for the operation of the system, the rendering of WITH SUCH STANDARDS AND CODES. CUSTOMER ALSO services and the provision of security for the premises. UNDERSTANDS THATIFTHEALARM SYSTEMHASALINECUT vii. Customer shall pay all charges made by any telephone or communications FEATURE, ITMAYNOTBEABLETODETECTIFANON-TRADITIONAL provider company or other utility for installation, leasing, and service charges TELEPHONE SERVICELINEISCUTORINTERRUPTED, ANDTHAT Customer COMPANY MAYNOTBEABLE TOPROVIDE CERTAIN AUXILIARY MONITORING SERVICES THROUGH ANON-TRADITIONAL TELEPHONE LINEORSERVICE. CUSTOMER FURTHER UNDERSTANDS THATTHE in the event the telephone or other transmission service is out of order, ALARM PANEL MAYBEUNABLETOSEIZE THEPHONE LINETO TRANSMIT ANALARM SIGNAL IFANOTHER CONNECTION ISOFFTHEdisconnected, placed on HOOKDUETOIMPROPER CONNECTION OROTHERWISE. G. Verification; Runner Service. Some jurisdictions may require alarminterruptionintelephoneorothertransmissionserviceandtheinterruptionwill verification by telephone or on- not be known to Company. Customer agrees that in the event the equipment dispatching emergency services. In the event that a requirement of alarmorsystemcontinuouslytransmitssignalsreasonablydeterminedbyCompany verification becomes effective after the date of this Agreement, such servicestobefalseand/or excessive in number, Customer shall be subject to the may be available at an additional charge. Company shall not be held liable foradditionalcostsandfeesincurredbyCompanyinthereceivingand/or any delay or failure of dispatch of emergency services arising from suchrespondingtotheexcessivesignalsand/or Company may at its sole discretion verification. Where Runner Service is indicated, such services may beterminatethisAgreementwithrespecttoMonitoringservicesuponnoticeto provided by a third party. Customer. COMPANY WILL NOT ARREST OR DETAIN ANY PERSON. F. Communication Facilities. H. PersonalEmergency Response Service. If Customer has selectedi. Authorization. Personal Emergency Response Services, Customer agrees that the veryrequestservices, orders or equipment from a telephone company, wireless nature of Personal Emergency Response Services, irrespective of any delays, carrier or other company providing communication facilities, signal involves uncertainty, risk and possible serious injury, disability or death, fortransmissionservicesorfacilitiesunderthisAgreement (referred to as which Company should not under any circumstances be held responsible orpartyservice, equipment or liable; that the equipment furnished for Personal Emergency ResponsefacilityberequiredtoperformtheMonitoringServicessetforthinthis Services is not foolproof and may experience signal transmission failures orAgreement, and should the same be terminated or become otherwise unavailable or impracticable to provide, Company may terminate Monitoring Services upon notice to Customer. control; that the actual time required for medical emergency providers to arrive at the premises and/or to transport any person requiring medical attention isii. DigitalCommunicator. Customer understands that a digital communicator unpredictable and that many contributing factors, including but not limited toDACT), if installed under this Agreement, uses traditional telephone lines for such things as telephone network operation, distance, weather, road and trafficsendingsignalswhicheliminatetheneedforadedicatedtelephonelineand conditions, alarm equipment function and human factors, both with respondingthecostsassociatedwithsuchdedicatedlines. authorities and with Company, may affect responseiii. Derived LocalChannel. provided to Customer in connection with the Services may include Derived 19. Limited Warranty. COMPANY WARRANTS THAT ITS Local Channel service. Such service may be provided under the WORKMANSHIP ANDMATERIAL, EXCLUDING MONITORING SERVICES, Communication Co FURNISHED UNDER THISAGREEMENT WILLBEFREEFROMDEFECTS include providing lines, signal paths, scanning and transmission. Customer FORAPERIOD OFNINETY (90) DAYSFROMTHEDATE OFFURNISHING. Nowarrantyisprovided forthird-partyproducts and equipment installed s Section 18. orfurnished byCompany. Suchproducts andequipment areprovidediv. CUSTOMER UNDERSTANDS THATCOMPANY WILLNOTRECEIVE ALARM SIGNALS WHEN THETELEPHONE LINEOROTHER Company willtransfer thebenefits, together withalllimitations, ofthat TRANSMISSION MODE ISNOTOPERATING ORHASBEEN CUT, EXCEPT ASEXPRESSLY SET INTERFERED WITHOR ISOTHERWISE DAMAGED ORIFTHEALARM FORTH HEREIN, COMPANY DISCLAIMS ALLWARRANTIES, EXPRESS SYSTEM ISUNABLE TOACQUIRE, TRANSMIT ORMAINTAIN ANALARM ORIMPLIED, INCLUDING BUTNOTLIMITED TOANY IMPLIED WARRANTIES OFMERCHANTABILITY ORFITNESS FORAPARTICULAR INCLUDING NETWORK OUTAGE OROTHER NETWORK PROBLEMS PURPOSE WITHRESPECT TOTHESERVICES PERFORMED ORTHE SUCHASCONGESTION ORDOWNTIME, ROUTING PROBLEMS, OR PRODUCTS, SYSTEMS OREQUIPMENT, IFANY, SUPPORTED INSTABILITY OFSIGNAL QUALITY. CUSTOMER UNDERSTANDS THAT HEREUNDER. OTHERPOTENTIAL CAUSES OFSUCHAFAILURE OVERCERTAIN Company makes no and specifically disclaims all representations or warrantiesTELEPHONESERVICES (INCLUDING BUTNOTLIMITED TOSOME that the services, products, software or third party product or software will be TYPES OFDSL, ADSL, VOIP, DIGITAL PHONE, INTERNET PROTOCOL secure from cyber threats, hacking or other similar malicious activity, or willBASEDPHONEOROTHERINTERNETINTERFACE-TYPE SERVICE OR detect the presence of, or eliminate, treat, or mitigate the spread transmission, RADIO SERVICE, INCLUDING CELLULAR ORPRIVATERADIO, ETC. or outbreak of any pathogen, disease, virus or other contagion, including but not limited to COVID 19. 20. Software andDigitalServices. Use, implementation, and deploymentPREMISES (THE BATTERY BACK-UPFORTHEALARM PANEL DOES NOTPOWERTELEPHONE SERVICE); AND (2) ELECTRONICS FAILURES terms shall be subject to, and goveSUCHASAMODEMMALFUNCTION. CUSTOMER UNDERSTANDS THAT Software and Software related professional services in effect from time to timeCOMPANYWILLONLYREVIEWathttps://www.johnsoncontrols.com/techterms ( NONTRADITIONAL TELEPHONE SERVICE ATTHE TIMEOFINITIAL Other than the right to use the Software as set forth in the Software Terms, Company and its licensors reserve all right, title, and interest (including allCHANGESINCUSTOMEintellectualpropertyrights) in and to the Software and improvements to theAFTERTHEINITIALREVIEWOFCOMPATIBILITYCOULDMAKESoftware. The Software that is licensed hereunder is licensed subject to the Software Terms and not sold. If there is a conflict between the other terms Rev. September. 2022 herein and the Software Terms, the Software Terms shall take precedence and 26. Exclusions. This Agreement expressly excludes, without limitation, govern with respect to rights and responsibilities relating to the Software, its provision of fire watches; reloading of, upgrading, and maintaining computer implementation and deployment and any improvements thereto. software; making repairs or replacements necessitated by reason of Notwithstanding any other provisions of this Agreement and unless otherwise agreed to by the parties in writing, the following terms apply to Software that is premises; vandalism; power failure; current fluctuation; failure due to non-JCI provided to Customer on asubscription basis (i.e., a time limited license or use installation; lightning, electrical storm, or other severe weather; water; accident; fire; acts of God; testing inspection and repair of duct detectors, beam hereunder will commence on the date the initial credentials for the Software detectors, and UV/IR equipment; provision of fire watches; clearing of ice blockage; draining of improperly pitched piping; batteries; recharging of until the expiration of the subscription term noted herein. At the expiration of chemical suppression systems; reloading of, upgrading, and maintaining the Software Subscription, such Software Subscription will automatically renew computer software; corrosion (including but not limited to micro-bacterially induced corrosion unless either party provides the other party with a notice of non-renewal at installation; or any other cause external to the Covered System(s) and JCI shall least ninety (90) days prior to the expiration of the then-current term. To the not be required to provide Service while interruption of service due to such extent permitted by applicable law, Software Subscriptions purchases are non-causes shall continue. This Agreement does not cover and specifically cancelable and the sums paid nonrefundable. Fees for Software Subscriptions excludes system upgrades and the replacement of obsolete systems, shall be paid annually in advance, invoiced on the Subscription Start Date and equipment, components or parts. All such services may be provided by JCI at each subsequent anniversary thereof. Unless otherwise agreed by the parties in writing, the subscription fee for each Renewal Subscription Term will be expressly included in the Service Solution, the Agreement price does not include travel expenses. Software that exceeds the scope, metrics or volume set forth in this Agreement 27. Delays. Company shall have no responsibility or liability to Customer or will be subject to additional fees based on the date such excess use began. any other person for delays in the installation or repair of the System or the 21. Taxes, Fees, Fines, Licenses, andPermits. Customer agrees to pay all performance of our Services regardless of the reason, or for any resulting sales tax, use tax, property tax, utility tax and other taxes required in consequences. connection with the equipment and Services listed, including telephone 28. Termination. Company may terminate this Agreement immediately at its company line charges, if any. Customer shall comply with all laws and sole discretion upon the occurrence of any Event of Default as hereinafter regulations relating to the equipment and its use and shall promptly pay when defined. Company may also terminate this Agreement at its sole discretion due all sales, use, property, excise and other taxes and all permit, license and registration fees now or hereafter imposed by any government body or agency this Agreement becomes impracticable due to obsolescence of equipment at upon the equipment or its use. Company may, without notice, obtain any 29. NoOptiontoSolicit. Customer shall not, directly or indirectly, on its own and charge a fee for this service. IfCustomer fails to maintain any required behalf or on behalf of any other person, business, corporation or entity, solicit licenses or permits, Company shall not be responsible for performing the or employ any Company employee, or induce any Company employee to leave services and may terminate the services without notice to Customer. his or her employment with Company, for a period of two years after the 22. OutsideCharges. Customer understands and accepts that Company termination of this Agreement. specifically disclaims any responsibility for charges associated with the 30. Default. An Event of Default shall include (a) any full or partial termination notification or dispatching of anyone, including but not limited to fire of this Agreement by Customer before the expiration of the then-current Term, department, police department, paramedics, doctors, or any other emergency b) failure of Customer to pay any amount when due and payable, (c) abuse of personnel, and if there are any charges incurred as a result of said notification the System or the Equipment, (d) failure by Customer to observe, keep or or dispatch, said charges shall be the responsibility of Customer. perform any term of this Agreement; (e) dissolution, termination, 23. Insurance. Customer shall name Company, its officers, employees, discontinuance, insolvency or business failure of Customer. Upon the agents, subcontractors, suppliers, and representatives as additional insureds occurrence of an Event of Default, Company may pursue one or more of the following remedies, (i) discontinue furnishing Services, (ii) by written notice to 24. Waiver ofSubrogation. Customer does hereby for itself and all other Customer declare the balance of unpaid amounts due and to become due parties claiming under it release and discharge Company from and against all under this Agreement to be immediately due and payable, (iii) receive immediate possession of any equipment for which Customer has not paid, (iv) understood that no insurance company or insurer will have any right of proceed at law or equity to enforce performance by Customer or recover subrogation against Company. damages for breach of this Agreement, and (v) recover all costs and expenses, in25. ForceMajeure, Exclusions. Company shall not be liable, nor in breach enforcing or attempting to enforce this Agreement. or default of its obligations under this Agreement, for delays, interruption, failure to render services, or any other failure by Company to perform an 31. One-YearLimitation onActions; Choice ofLaw. For Customers located obligation under this Agreement, where such delay, interruption or failure is in the United caused, in whole or in part, directly or indirectly, by a Force Majeure Event. A States, the laws of Wisconsin shall govern the validity, enforceability, and interpretation of this Agreement, without regard to conflicts of law. For control of Company, whether foreseeable or unforeseeable, including, without Customers located in Canada,This agreement shall be governed by and be limitation, acts of God, severe weather (including but not limited to hurricanes, construed in accordance with the laws of Ontario. The parties agree that any tornados, severe snowstorms or severe rainstorms), wildfires, floods, disputes arising under this Agreement shall be determined exclusively by the earthquakes, seismic disturbances, or other natural disasters, acts or Ontario courts and that no action or legal proceedings of any nature shall be omissions of any governmental authority (including change of any applicable filed or commenced in any other court pertaining to any dispute arising out of law or regulation), epidemics, pandemics, disease, viruses, quarantines, or or in relation to this Agreement. The parties also hereby waive any objection other public health risks and/or responses thereto, condemnation, strikes, lock-to the exclusive jurisdiction of the Ontario courts, including any objection based outs, labor disputes, an increase of 5% or more in tariffs or other excise taxes on forumnonconveniens. No claim or cause of action, whether known or for materials to be used on the project, fires, explosions or other casualties, unknown, shall be brought against Company more than one year after the claim thefts, vandalism, civil disturbances, insurrection, mob violence, riots, war or other armed conflict (or the serious threat of same), acts of terrorism, electrical brought within one year. Claims for unpaid contract amounts are not subject power outages, interruptions or degradations in telecommunications, to the one-year limitation. computer, network, or electronic communications systems, data breach, cyber- 32. Assignment. Customer may not assign attacks, ransomware, unavailability or shortage of parts, materials, supplies, prior written consent. Company may assign this Agreement without obtaining or transportation, or any other cause or casualty beyond the reasonable control 33. EntireAgreement. The parties intend this Agreement, together with any prevented by a Force Majeure Event or its continued effects, Company shall to be the final, complete be excused from performance under the Agreement. Without limiting the and exclusive expression of their Agreement and the terms and conditions generality of the foregoing, if Company is delayed in achieving one or more of thereof. This Agreement supersedes all prior representations, understandings the scheduled milestones set forth in the Agreement due to a Force Majeure or agreements between the parties, written or oral, and shall constitute the sole Event, Company will be entitled to extend the relevant completion date by the terms and conditions relating to the Services. No waiver, change, or amount of time that Company was delayed as a result of the Force Majeure modification of any terms or conditions of this Agreement shall be binding on Event, plus such additional time as may be reasonably necessary to overcome Company unless made in writing and signed by an Authorized Representative the effect of the delay. To the extent that the Force Majeure Event directly or of Company. 34. Headings. The headings in this Agreement are for convenience only. obligated to reimburse Company for such increased costs, including, without 35. Severability. If any provision of this Agreement is held by any court or other limitation, costs incurred by Company for additional labor, inventory storage, competent authority to be void or unenforceable in whole or in part, this expedited shipping fees, trailer and equipment rental fees, subcontractor fees Agreement will continue to be valid as to the other provisions and the remainder or other costs and expenses incurred by Company in connection with the Force of the affected provision. Majeure Event. 36. Electronic Media. Customer agrees that Company may scan, image or otherwise convert this Agreement into an electronic format of any nature. Rev. September. 2022 Customer agrees that a copy of this Agreement produced from such electronic format is legally equivalent to the original for any and all purposes, including signed by Customer legally binds Customer and such fax copy is legally equivalent to the original for any and all purposes, including litigation. 37. LegalFees. Company shall be entitled to recover from Customer all reasonable legal fees incurred in connection with Company enforcing the terms and conditions of this Agreement. 38. LienLegislation. Notwithstanding anything to the contrary contained herein, the terms of this Agreement shall be subject to the lien legislation applicable to the location where the work will be performed, and, in the event of conflict, the applicable lien legislation shall prevail. 39. Privacy. A. Company asProcessor: Where Company factually acts as Processor of Personal Data on behalf of Customer (as such terms are defined in the DPA) the terms at www.johnsoncontrols.com/dpa shall apply. B. Company asController: Company will collect, process and transfer certain personal data of Customer and its personnel related to the business relationship between it and Customer (for example names, email addresses, Notice at https://www.johnsoncontrols.com/privacy. Customer acknowledges required under applicable law, Customer consents to such collection, processing and transfer. To the extent consent to such collection, processing under applicable law, Customer warrants and represents that it has obtained such consent. 40. License Information (Security System Customers): AL Alabama Electronic Security Board of Licensure 7956 Vaughn Road, PMB 392, Montgomery, Alabama 36116 (334) 264-9388: AR Regulated by: Arkansas Board of Private Investigators and Private Security Agencies, #1 State Police Plaza Drive, Little Rock 72209 (501)618-8600: CA Alarm company operators are licensed and regulated by the Bureau of Security and Investigative Services, Department of Consumer Affairs, Sacramento, CA, 95814. Upon completion of the installation of the alarm system, the alarm company shall thoroughly instruct the purchaser in the proper use of the alarm system. Failure by the licensee, without legal excuse, to substantially commence work within 20 days from the approximate date specified in the agreement when the work will begin is a violation of the Alarm Company Act: NY Licensed by the N.Y.S. Department of the State: TX Texas Commission on Private Security, 5805 N. Lamar Blvd., Austin, TX 78752-4422, 512424-7710. License numbers available at www.johnsoncontrols.com or contact your local Johnson Controls office. Rev. September. 2022 EXHIBIT B Invoice Date: Name of Company: Address & Zip: Telephone No.: Fax No.: Project Name: Invoice No. Purchase Order No: 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 Statutory Limits Employer’s Liability: Bodily Injury by Accident/Disease: $100,000 each employee Bodily Injury by Accident/Disease: $250,000 each accident Bodily Injury by Accident/Disease: $500,000 policy limit Property damage, contractual liability, products-completed operations: General Aggregate Limit (other than Products/Completed Operations): $500,000 Products/Completed Operations: $500,000 Personal & Advertising Injury 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: $500,000 each accident Injury and property damage: $500,000 each accident Policy Limit: $500,000 Umbrella Excess Liability Each occurrence and aggregate: $500,000 Maximum deductible: $ 10,000 EXHIBITD AFFIDAVIT Steven Whitehouse beingfirst duly sworn, deposes and says that he/she isfamiliar withandhaspersonalknowledge ofthefactshereinand,ifcalledas awitness inthis matter, could testify as follows: 1.Iamovereighteen (18)yearsofageandamcompetent totestifytothefactscontained herein. 2.Iamnowandatalltimesrelevanthereinhavebeenemployedby Johnson Controls Fire Protection LP the"Employer") TSM of JCI Fire Protection LPinthepositionof 3.Iamfamiliarwiththeemployment policies,practices,andproceduresoftheEmployer 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.TheCompanydoesnotknowinglyemployanyunauthorizedaliens. FURTHERAFFIANTSAYETHNOT. July7thEXECUTEDonthedayof, 2023 Printed: Steven Whitehouse Icertify underthepenaltiesforperjury under thelawsoftheUnitedStatesofAmericaandtheStateof Indiana that the foregoing factual statements and representationsaretrue and correct. Printed: 6/6/2023 JOHNSON CONTROLS FIRE PROTECTION PALATINE, IL 60055--0320 109796 PO BOX 10320 City of Carmel ONE CIVIC SQUARE CARMEL, INDIANA 46032-2584 FORM APPROVED BY STATE BOARD OF ACCOUNTS FOR CITY OF CARMEL - 1997 INDIANA RETAIL TAX EXEMPT CERTIFICATE NO. 003120155 002 0 FEDERAL EXCISE TAX EXEMPT 35-6000972 PURCHASE ORDER NUMBER THIS NUMBER MUST APPEAR ON INVOICES, A/P VOUCHER, DELIVERY MEMO, PACKING SLIPS, SHIPPING LABELS AND ANY CORRESPONDENCE PURCHASE ORDER DATE DATE REQUIRED REQUISITION NO. VENDOR NO. DESCRIPTION VENDOR SHIP TO PURCHASE ID BLANKET CONTRACT PAYMENT TERMS FREIGHT EXTENSION Street Department 3400 W. 131st Street Carmel, IN 46074- 317) 733-2001 372414 UNITPRICEDESCRIPTIONUNITOFMEASUREQUANTITY Page 1 of 1 Matt Higginbotham 78207 2201Department:2201Fund:Motor Vehicle Highway FND 43-509.00Account: Annual ServiceAgreement1 $2,250.26 $2,250.26Each 2,250.26SubTotal 2,250.26 Send Invoice To: PLEASE INVOICE IN DUPLICATE DEPARTMENT ACCOUNT PROJECT PROJECT ACCOUNT AMOUNT SHIPPING INSTRUCTIONS SHIP PREPAID. C.O.D. SHIPMENT CANNOT BE ACCEPTED. PURCHASE ORDER NUMBER MUST APPEAR ON ALL SHIPPING LABEL AND ACTS AMENDATORY THEREOF AND SUPPLEMENT THERETO. THIS ORDER ISSUED IN COMPLIANCE WITH CHAPTER 99, ACTS 1945 PAYMENT A/P 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 AFFIDAVIT ATTACHED. I HEREBY CERTIFY THAT THERE IS AN UNOBLIGATED BALANCE IN THIS APPROPRIATION SUFFICIENT TO PAY FOR THE ABOVE ORDER. CONTROL NO. 109796 ORDERED BY TITLE CONTROLLER Street Department 3400 W. 131st Street Carmel, IN 46074- Lee Higginbotham 317) 733-2001 Commissioner Clerk 7-26-23 BPW 8-2-23 Reviewed/Approved CPD Horner 7-17-23 STREETS Privett 7-24-23 CFD Heavner 7-17-23 ENGINEERING Kirsh 7-18-23 CRED Brewer 7-26-23 Clerk 7-25-23 BPW 8-2-23 Reviewed/Approved CPD Horner 7-17-23 STREETS Privett 7-24-23 CFD Heavner 7-17-23 ENGINEERING Kirsh 7-18-23 CRED Brewer 7-26-23 PARKS Baumgartner 7-26-23 Clerk 7-26-23 BPW 8-2-23 Reviewed/Approved CPD Horner 7-17-23 STREETS Privett 7-24-23 CFD Heavner 7-17-23 ENGINEERING Kirsh 7-18-23 CRED Brewer 7-26-23 * SEE EMAIL PAGES 5/6 Clerk 7-26-23 BPW 8-2-23 Reviewed/Approved CPD Horner 7-17 STREETS Privett 7-24-23 CFD Heavner 7-17-23 ENGINEERING Kirsh 7-18-23 CRED Brewer 7-26-23 Center for Performing Arts Approved CITY OF CARMEL, INDIANA INFORMATION SPECIAL EVENT / FACILITY USE REQUEST FORM * Must be at least 18 years of age to complete this form. Contact Person Email Phone Number: Cell Number: Name/Organization: Address Organization Type: Residency/Location: Event/Use Purpose: Event Date End Date Number of People Expected: Set-Up Start time Tear Down End Time CONTACT INFORMATION: Alizabeth Van Duyn mmperformance.wellness@gmail.com 3177981020 Muscle Mobility City Carmel State / Province / Region IN Postal / Zip Code 46032 Country United States Street Address 184 W. Carmel Dr. Address Line 2 For-Profit Organization Do you reside or are you located within the Carmel city limits? Yes No Free community fundraising event for NEDA (National Eating Disorders Association) Event is called Bend, Breathe, and Brew 10/21/2023 10/21/2023 150 08:00:00 AM 03:00:00 PM Clerk 7-26-23 BPW 8-2-23 Reviewed/Approved CPD Horner 7-17-23 STREETS Privett 7-24-23 CFD Heavner 7-17-23 ENGINEERING Kirsh 7-18-23 CRED Brewer 7-26-23 Event Start time:Event end time: Rehearsal Rehearsal Date: Rehearsal Start Time: Rehearsal End Time: Fees? Description of Event: FACILITY (S) REQUESTS: 11:00:00 AM 02:00:00 PM NA Will a Fee be charged for this event? If yes, please describe below. YES NO Provide a brief description of event We will have an hour-long free yoga class, local vendors, and a silent auction. The event raises awareness for NEDA (National Eating Disorders Association) and money for the organization to reach more people struggling with food addictions. The event is completely free and a great way for the community to see local companies and have a great time celebrating what Carmel has to offer Attach additional pages if needed-SEE BELOW ADDITIONAL PAGES OF DESCRIPTION OF THE EVENT CITY FACILITY (S) REQUESTED: Mark all that apply CARTER GREEN (area between Palladium & theater building) CIVIC SQUARE FOUNTAIN AREA CIVIC SQUARE GAZEBO / LAWN JAPANESE GARDEN MONON & MAIN PLAZA MIDTOWN PLAZA - Events must be free and open to the public. We are unable to accommodate public movie requests. REFLECTING POOL - Please note that Veteran's Plaza is NOT available for use. Other SPECIAL REQUESTS: Mark all that apply ELECTRICITY FOUNTAIN RESTROOM - FOUNTAIN/GAZEBO JAMES BUILDING RESTROOMS (CARTER GREEN) *Extra fees apply N/A Other VENDORS: Mark all that apply SEE CITY OF CARMEL FACILITY USE POLICY VENDORS: CITY SERVICES NEEDED: Neighborhood Name/Streets to be closed UPLOAD MAP VENDORS PRESENT FOOD SERVED (May be subject to Hamilton County Health Department inspection.) ALCOHOL SERVED - Please see Section M under “General Terms and Conditions” in the Public Use Policy. N/A CITY SERVICES NEEDED: Mark all that apply SEE CITY OF CARMEL FACILITY USE POLICY EMERGENCY MEDICAL SERVICES (EMS) (Extra fees may apply) EXTRA PATROL DURING EVENT (when available) TRAFFIC CONTROL (Extra fees may apply) ONSITE SECURITY (Assigned off-duty CPD officers, extra fees will apply) BARRICADES NO PARKING SIGNS (PICK UP AT CARMEL POLICE DEPARTMENT) N/A Other Please note the number of NO PARKING SIGNS needed 5 EVENT SET UP: Mark all that apply SEE CITY OF CARMEL FACILITY USE POLICY Stage Size of Stage Tent(s) – If placing a tent over the entire green space at Midtown Plaza, the exclusive vendor for tent rental is A-Classic Party Rentals (317-251-7368). Otherwise, you may use the vendor of your choice. Size of Tent (s) (Tents 20 x 20 or larger require inspection by Carmel Fire Department, 317-571- 2600) Bounce House N/A Other Name of Merchants(s) doing the setup Phone Number of Merchant(s) doing set up: STREET(S) REQUESTED: SEE CITY OF CARMEL FACILITY USE POLICY Include addresses as appropriate An easy to read, color map of the area is required with submission. Type of Closure: Further Info for type of closure A refundable Security Deposit in the amount of $100 for any applicant located or residing within Carmel city limits or a non-refundable event fee in the amount of $150 for any applicant located or residing outside of Carmel city limits must be received prior to application review or processing. Payment may be made online using a credit or debit card at https://www.govpaynow.com . PLC #A0026j, calling the Govpay call center at 1-888-604-7888 (give them PLC#) or in the form of a certified check or money order made payable to the City of Carmel. (Mail to: Carmel City hall, Attn: Lobby Desk, 1 Civic Square, Carmel, IN 46032) The Carmel Board of Public Works and Safety reserves the right, in its sole discretion, to deny any facility use request and/or revoke any previsously granted request to use a City facility for any lawful reason. Rolling closure Total closure Lane restrictions - explain below Other - explain below N/A Explain lane restrictions needed and other needed below: SECURITY DEPOSIT AND FEE: DISCLAIMER: ACKNOWLEDGEMENT AND AGREEMENT Mayor's Office ACKNOWLEDGEMENT AND AGREEMENT TO COMPLY WITH CITY PUBLIC USE POLICY I have read and understand the City of Carmel, Indiana ("City") Public Use Policy and agree to be bound by all the terms and conditions set forth therein. I will leave the City facility I use in the same condition that it was immediately prior to my use thereof. I agree to pay for any damage, repair or clean-up costs incurred by the City as a result of my use of a City facility. I hereby certify that I, and the organization I represent, if applicable, agree to be bound by the City's Facility Use Policy and by any addition conditions or restrictions placed upon my/our use of a City facility by the Board. I understand that the Board has the right to deny, alter or revoke my request for the use of a City facility for any lawful reason. I and/or my organization also agree to indemnify and hold harmless the City of Carmel and all of its directors, officers, employees, agents and affiliates from any claims of whatever nature (whether foreseeable or not) arising from or in connection with this Application for any damages, costs or expenses incurred directly or indirectly as a result of my/our use of the City-owned facility and/or property. * * * Public Use Policy * GO TO SUBMIT TAB AND CLICK ON SUBMIT Muscle Mobility Name of Organization/Applicant Signature of Authorized Agent/Applicant Alizabeth Van Duyn, CEO Printed Name and Title (If applicable) 317-798-1020 Phone Number (Required) 184 W. Carmel Dr. Carmel IN 46032 Address of Organization/Applicant 6/29/2023 Date I confirm that I am 18 years of age or older. By selecting this box, I hereby acknowledge that I have read and fully understand the City of Carmel, Indiana ("City") Public Use Policy and agree to be bound by all the terms and conditions set forth therein. Public Use Policy Acknowledgement and Agreement (Required) CITY OF CARMEL USE ONLY Approved this ______day of _______________, 20 CITY OF CARMEL, INDIANA By and Through its Board of Public Works and Safety ___________________________________ James Brainard, Presiding Officer Date: ______________________________ ___________________________________ Mary Ann Burke, Member Date: ______________________________ ___________________________________ Lori Watson, Member Date: ______________________________ ATTEST: _____________________ Sue Wolfgang, City Clerk ________________ Date Special Conditions:__________________________________________________________________ APPLICATION CHECKLIST (for use by City of Carmel) Checklist Applicable permit or approval copies received Application completed in full Event narrative description included Maps attached, if applicable Vendor list attached, if applicable Security deposit or event fee received Certificate of Insurance received Communication plan to residents and/or businesses and/or copy of email correspondence to affected parties received HOA approval received Hamilton County Health Department Hamilton County Sheriff City of Carmel Fire Marshal City of Carmel Police Department Carmel Clay Parks & Recreation SUBMIT Clerk 7-26-23 BPW 8-2-23 Reviewed/Approved CPD Horner 7-17-23 STREETS Privett 7-24-23 CFD Heavner 7-17-23 ENGINEERING Kirsh 7-18-23 CRED Brewer 7-26-23 Village Mt. Carmel HOA approved. Disclaimer: This program allows you to view and print certain public records. Each section reflects information as of a specific date; so the information provided in different sections or reports may not match. All information has been derived from public records that are constantly undergoing change and is not warranted for content or accuracy. It may not reflect the current information pertaining to the property of interest. Hamilton County, IN - Property Report for Parcel #: 16-10-30-03-02-013.000 Current Owner as of June 08, 2023 This information is updated 5 times a week. Legal Description: Acreage .00 Section 30, Township 18, Range 4 JOHN A PHELPS Lot 9 Section/Township/Range: 30/18/4 Subdivision Name: JOHN A PHELPS Subdivision Section: Not Available Deeded Acres: 0 Political Township: Clay Lot Number(s): 9 Last Recorded Date: Not Available PROPERTY ADDRESS: 321 1st Ave SE Carmel, IN 46032 DEEDED OWNER Van Ostrand Fakehany, Derek T & Amy C 321 1st Ave SE Carmel, IN 46032 SUMMARY INFORMATION: Parcel Number: 16-10-30-03-02-013.000 State Parcel Number: 29-10-30-302-013.000-018 &YIJCJU# Prepared by: Duke Energy Indiana, LLC Parcel # Return to: Duke Energy Indiana, LLC Attn: Megan Johnson CzTfshfzHsfdivlijobu2;58qn-Kvm37-31341000EMainStreet Mail Code: WP989 Plainfield, IN46168 EASEMENT State of Indiana County of Hamilton THIS EASEMENT (ÐEasementÑ) ismadethis ____dayof _____________ 20, from CITYOFCARMEL, (ÐGrantorÑ, whether oneormore), toDUKE ENERGY INDIANA, LLC, anIndiana limited liability company (ÐGranteeÑ). Grantor, forandinconsideration ofthesum ofOne and00/100 Dollar ($1.00) andother good andvaluable consideration, thereceipt andsufficiencyof which areherebyacknowledged, doeshereby grant untoGrantee aperpetual andnon-exclusive easement, toconstruct,reconstruct, operate, patrol, maintain, repair, replace, relocate, addto, modify,andremove electric andcommunication lines including, butnotlimited to, allnecessary supporting structures, andallother appurtenant apparatus and equipment forthe transmission anddistribution ofelectrical energy, andfortechnological purposes related totheoperation ofthe electric facilities andfor thecommunicationpurposes ofIncumbent Local Exchange Carriers collectively, ÐFacilitiesÑ). Grantor istheowner ofthatcertain property described inSection 25, Township 18 North, Range 3East, ClayTownship, Hamilton County, State ofIndiana; beinga partofatract asrecorded in Instrument Number2023020806, inthe Office ofthe Recorderof Hamilton County, Indiana ÐPropertyÑ). CD L h 1 TheFacilities shallbeunderground, except asneeded onorabove the groundtosupport the underground Facilities, andlocated in, upon, along, under, through, andacross aportionofthe Property within aneasement areadescribed as follows: Easement being thatareaindicated, relative tolandmarks andproperty lines, shownona drawing marked Exhibit ÐAÑ, attached hereto andbecoming aparthereof (hereinafter referred toasthe ÐEasement AreaÑ). Therights grantedherein include, butarenotlimited to, thefollowing: 1.Grantee shallhavethe rightofingress andegress overtheEasement Area, Property, andany adjoining lands nowowned orhereinafter acquired byGrantor (using lanes, driveways, and adjoining public roads where practical asdetermined byGrantee). 2.Grantee shallhavetherighttotrim, cutdown, andremove from theEasement Area, atanytime ortimes andusing safeandgenerally accepted arboricultural practices, trees, limbs, undergrowth, othervegetation, andobstructions. 3.Grantee shallhavetherighttotrim, cutdown, andremove fromtheProperty, atanytimeortimes andusingsafeandgenerally accepted arboricultural practices, dead, diseased, weak, dying, or leaning treesorlimbs, which, intheopinion ofGrantee, might fallupon theEasement Area or interfere withthesafeandreliable operation oftheFacilities. 4.Intentionally omitted. 5.Grantee shallhave therighttorelocate theFacilities andEasement Area on theProperty to conform toanyfuture highway orstreet relocation, widening, oralterations. 6.Grantor shallnotplace, orpermit theplacement of, anystructures, improvements, facilities, or obstructions, within oradjacent totheEasement Area, which mayinterfere withtheexercise of therights granted herein toGrantee. Grantee shallhavetherighttoremove anysuchstructure, improvement, facility, orobstruction atthe expense ofGrantor. 7.Excluding theremoval ofvegetation, structures, improvements, facilities, andobstructions as provided herein, Grantee shallpromptly repair orcause toberepaired anyphysical damage tothe surface areaoftheEasement AreaandProperty resulting fromtheexercise ofthe rights granted herein toGrantee. Such repairshallbetoacondition whichisreasonably close tothecondition prior tothe damage, andshallonlybetothe extent suchdamage wascaused byGrantee orits contractors or employees. 8.Intentionally omitted. 9.Allother rights andprivileges reasonably necessary, inGranteeÓs solediscretion, for thesafe, reliable, andefficient installation, operation, andmaintenance oftheFacilities. Theterms Grantor andGrantee shallinclude therespective heirs, successors, andassigns of Grantor andGrantee. The failure ofGrantee toexercise orcontinue toexercise or enforceanyofthe rights herein granted shallnotbeconstrued asawaiver orabandonment oftherightthereafter atanytime, orfromtime totime, toexercise anyandallsuchrights. CD L h 2 TOHAVE ANDTOHOLD saidrights, privilege, andeasement untoGrantee, its successors, licensees, andassigns, forever. Grantor warrants andcovenants thatGrantor hasthefullrightand authority toconveytoGrantee thisperpetual Easement, andthat Grantee shallhavequietandpeaceful possession, useandenjoyment ofthesame. CD L h 3 INWITNESS WHEREOF, Grantor hassigned thisEasement under sealeffective this ____ day of ___________________, 20 CITY OFCARMEL, INDIANA byandthrough itsBoard ofPublic Works andSafety OF ) ss: COUNTY OF ) Thiscertificate relates to anacknowledgment inconnection withwhich, nooathor affirmation was administered tothedocument signer. Theforegoing instrument wasacknowledged before me, anotary public inthecounty andstate written above this _______ dayof ______________________, 20 by as oftheCityofCarmel, organized under thelawsofIndiana WITNESS myhandandofficial sealdated _____________________, 20. SEAL: Signed: Printedor TypedName: Commission Expires: MyCounty ofResidence: MyCommission Number: ThisinstrumentpreparedbyVictoriaParker, Attorney-at-Law, 1000E. MainSt, Plainfield, IN46168. I affirm, underthepenaltiesofperjury, that Ihave takenreasonablecaretoredacteachSocialSecuritynumberinthis document, unlessrequiredbylaw. MeganJohnson CD L h 4 Carmel 530 S Rangeline ESMT Permanent Easement Part of SE 1/4 Sec 25-T18N-R3E Clay Township Hamilton County, Indiana City of Carmel, Indiana Limited Warranty Deed Recorded June 8, 2023 Instrument #2023020806 Parcel #29-09-25-404-010.001-018 750 square feet ° Permanent Easement 0.017 acres ° Permanent Easement Permanent Easement: Part of the Southeast Quarter of Section 25, Township 18 North, Range 3 East of the Second Principal Meridian, in Hamilton County, Indiana, being described as follows: Commencing at the southeast corner of said Quarter Section; thence North 00 degrees 00 minutes 14 seconds West (grid bearings based on Indiana State Plane East Zone) along the east line of said Quarter Section 994.00 feet (all distances in this description are horizontal ground distances) to the northeast corner of a tract of land recorded in Instrument #2013018075 in the Office of the Recorder of Hamilton County, Indiana; thence South 89 degrees 59 minutes 46 seconds West along the north line of said tract of land 322.60 feet to the Point of Beginning, said point being the northeast corner of a tract of land recorded in Instrument #2023020806; the next 4 courses being along the east, south, west, and north lines of said tract of land; (1) thence South 00 degrees 00 minutes 14 seconds East 25.00 feet; (2) thence South 89 degrees 59 minutes 46 seconds West 30.00 feet; (3) thence North 00 degrees 00 minutes 14 seconds West 25.00 feet; (4) thence North 89 degrees 59 minutes 46 seconds East 30.00 feet to the Point of Beginning, containing 0.017 acres, more or less. James D. Smale Registered Land Surveyor #LS29500020 July 14, 2023 Schneider Geomatics 8901 Otis Avenue, Indianapolis, IN 46216 Phone: 317.826.7100 T:\\14k\\14890\\CAD\\Exhibits\\14890e-desc.doc Job No. 14890 12/20/2022 MEH, Rev.1-07/14/2023 MEH W 106TH STW 106TH ST 3740      25 C10312 BCA BC A BA CA BC AABCA 1200 P-N/R   65 T 65 T 1 - 4 - P V C 34 18 19 201207209212 208208 PILGRIM LUTHERAN CHURCH P:208/129-A AES TO RPL 45/45'1 TRANSFER CAP BANK @1/2 BILL TO AT&T C562.02                                                                                      !"    #" $  !"  %  &    #    '(  )* !    ! " 1ETHEXEk JXP:141-B/ 137 & 300 WORK ON POLE BY SIDEWALK ADA COMPLIANT AND DPW COMPLIANT SIDEWALK WIDTH 43" SIDWALK ADA CLEARANCE 48"PARTIAL NORTH BOUND LANE CLOSURESIDEWALK CLOSEDCLOSURES: SIDEWALK ON EAST SIDE OF LASALLE ST FROM 106TH ST SOUTH TO BIRCH CANYON DRDETOUR: NAPARTIAL LANE CLOSURE: ROAD GUARDS TO BE PLACED IN AREA THAT IS BEING WORKED.                                             !!"     #$ % !&$ '$$' ('  $    $    "  )$ $  &*!$ $ *$$ $&$+$,$ 1ETHEXEk JXP:113-B/3 & 249 WORK ON POLE AND INSTALL POLE NO SIDEWALK ADA COMPLIANT AND DPW COMPLIANT CLOSURES: NADETOUR: NAPARTIAL LANE CLOSURE: ROAD GUARDS TO BE PLACED IN AREA THAT IS BEING WORKED. Evolve® LED Post Top Lighting Salem Post Top (EPST) To learn more about Evolve EPST Salem Post Top, go to: www.LED.com • Local Roadways • Parks and Pathways • Antique Streetscapes • University and Business Campuses Features:Applications: The Evolve® LED Salem Post Top offers energy efficiency and quality of light in a classic, utility carriage look and style. The advanced LED optical system provides improved horizontal and vertical uniformity, reduced glare and improved lighting control. GE’s unique optical ring technology effectively aims the light where you need it, while eliminating the unsightly shadow circles commonly seen under other LED post top fixtures. The Salem post top can yield up to a 60-percent reduction in system energy compared with standard HID systems, depending on applications. This reliable system operates well in cold temperatures and offers more than 20 years of service life to reduce maintenance frequency and expense, based on a 100,000 hour life and 12 hours of operation per day. Evolve® LED Post Top Lighting Salem Post Top (EPST) • Optimized photometric distributions. • Evolve® light engine consisting of nested concentric directional reflectors designed to optimize application efficiency and minimize glare. • 70 CRI at 3000K and 4000K typical • -40°C to 50°C UL Ambient • Designed and Assembled in USA Typical Specifications: EPST LED & Optical Assembly • Output Range: 2,800 – 8,900 lm • Photometric Options: – Symmetric Type V – Asymmetric Type III • System Efficacy: 99 - 114 LPW • CCT: 3000K, 4000K; High brightness LEDs @ 70 CRI Lumen Maintenance Table • Projected Lxx per IES TM-21 at 25 °C for reference: Note: Projected Lxx based on LM80 (100,000 hour testing). Electrical • Input Voltage: 120-277V or 347-480V • Input Frequency: 50/60Hz • Power Factor (PF)*: ≥0.90 • Total Harmonic Distortion (THD)*: ≤20% * System PF and THD specified at rated watts Ratings • Safety: UL/cUL listed per UL1598, suitable for wet locations. • Intrusion Protection (IP): IP65 rated optical enclosure per ANSI C136.25-2009. • Sound: Class “A” rating. • Surge Protection: per ANSI C136.2-2015 (Driver Internal): – 6kV/3kA “Basic: (40 Strikes)” – Standard (Additional Secondary SPD): – 10kV/5kA “Enhanced (40 Strikes)” – Option R • Environmental: Complies with the material restrictions of RoHS • EMI: Title 47CFR Part 15 Class A • Vibration: 2.0G per ANSI C136.41-2010 • LM-79 testing in accordance with IESNA standards. • Operating Temperature: -40 °C to + 50 °C Construction & Finish • Housing: – Diecast aluminum housing. – Internal heat sink ensuring maximum heat transfer for long LED life. – Cupola compatible with C136.10 PE’s and Shorting Caps and LightGrid™ 2.0 node. • Lensing: UV resistant polymer lens • Paint: Corrosion resistant polyester powder paint, minimum 2.0 mils thickness. – Standard colors: Black, Dark Bronze – RAL & custom colors available • Weight: 23 lbs. (10.4 kgs.) – 24 lbs. (10.9 kgs) Warranty • System Warranty: 5 Year Standard, 10 Year Optional Controls (Connected via 7-Pin C136.41 receptacle) • Dimming: – Standard 0-10V – Optional DALI • Sensors: – Photo-electric sensors (PE) available for all voltages – LightGrid™ 2.0 compatible Mounting • Post top mounting for 3-inch (76mm) OD by 3-inch vertical tenon secured with three square head set screws. EPST L97 L96 L94 SKU 25,000 hr 50,000 hr 100,000 hr Lxx (10k) @ Hours 10 1.02 20 1.01 25 1.00 30 0.99 40 0.98 Ambient Temp (°C )Initial Flux Factor Lumen Ambient Temperature Factors: Evolve® LED Post Top Lighting Salem Post Top (EPST) Project name _________________ Date ________________________ Type ________________________ International Dark Sky Association listed. 3000K must be selected to meet IDA certification and approval. Evolve® LED Post Top Lighting Salem Post Top (EPST) Project name _________________ Date ________________________ Type ________________________ E P S T 0 2 A _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ PROD. ID VOLTAgE CCTDISTRIbUTIONgENERATION(VERSION) 0 = 120-2775 = 480**D = 347**H = 347-480** **Not available for 03 thru 06 lumen codes A = Symmetric Type Vb = Asymmetric Type III 03040506070809 02 = GEN 2 OPTIONSCOLORTOP TyPE R = Secondary 10KV/5KA SPDU = DALI* XXX = Special Options * Not available for 5, D, & H voltages bLCK = BlackDKbZ = Dark Bronze1 = NoneA = PE ReceptacleD = PE Receptacle with Shorting CapE = PE Receptacle with non-dimming PE in box* *Must specify discrete voltage A = Salem LUMEN OUTPUT 30 = 3000K<> 40 = 4000K <> Select 3000KCCT for IDAapproved units CONTROLS ANSI C136.41 7 PIN PE RECEPTACLE E = Evolve P = Post Top S = Salem T = Traditional Ordering Number Logic OPTICAL CODE DISTRIbUTION CODE 4000K 4000K3000K 3000K 4000K TyPICAL INITIAL LUMENS IES FILE NUMbERSbUg RATINgS 120-277V & 347-480V 3000K 120-277V 120-277V347-480V 347-480V TyPICAL SySTEM WATTAg E 03 3000 2800 27 N/A B2-U2-G1 B2-U1-G1 EPST02_03A40_-120-277V.IES EPST02_03A30_-120-277V.IES 04 4000 3800 35 N/A B2-U2-G1 B2-U2-G1 EPST02_04A40_-120-277V.IES EPST02_04A30_-120-277V.IES 05 4900 4600 43 N/A B3-U2-G1 B3-U2-G1 EPST02_05A40_-120-277V.IES EPST02_05A30_-120-277V.IES 06 6100 5700 54 N/A B3-U2-G1 B3-U2-G1 EPST02_06A40_-120-277V.IES EPST02_06A30_-120-277V.IES 07 7000 6600 65 B3-U2-G1 B3-U2-G1 EPST02_07A40_.IES EPST02_07A30_.IES 08 7900 7500 74 B3-U2-G2 B3-U2-G1 EPST02_08A40_.IES EPST02_08A30_.IES 09 8900 8400 85 B3-U2-G2 B3-U2-G2 EPST02_09A40_.IES EPST02_09A30_.IES 03 3000 2800 27 N/A B1-U2-G1 B1-U1-G1 EPST02_03B40_-120-277V.IES EPST02_03B30_-120-277V.IES 04 4000 3800 35 N/A B1-U2-G1 B1-U2-G1 EPST02_04B40_-120-277V.IES EPST02_04B30_-120-277V.IES 05 4900 4600 43 N/A B1-U2-G2 B1-U2-G1 EPST02_05B40_-120-277V.IES EPST02_05B30_-120-277V.IES 06 6100 5700 54 N/A B1-U2-G2 B1-U2-G2 EPST02_06B40_-120-277V.IES EPST02_06B30_-120-277V.IES 07 7000 6600 65 B1-U2-G2 B1-U2-G2 EPST02_07B40_.IES EPST02_07B30_.IES 08 7900 7500 74 B2-U2-G2 B2-U2-G2 EPST02_08B40_.IES EPST02_08B30_.IES 09 8900 8400 85 B2-U2-G2 B2-U2-G2 EPST02_09B40_.IES EPST02_09B30_.IES A Symmetric Type V B Asymmetric Type III Evolve® LED Post Top Lighting Salem Post Top (EPST) Project name _________________ Date ________________________ Type ________________________ Photometrics EPST02***A40 – Symmetric (Type V) 8,900 Lumens, 4000K EPST02***b40 – Asymmetric (Type III) 8,900 Lumens, 4000K Grid Distance in Units of Mounting Height at 16’ Initial Footcandle Values at Grade .1 .2 .5 1056 2112 3168 4223 1 2 Coefficients of Utilization0.0 0.1 0.2 0.3 0.4 0.5 0.6 0.7 0.8 0.9 1.0 012345 Street Width / Mounting Height SS HS Grid Distance in Units of Mounting Height at 16’ Initial Footcandle Values at Grade Vertical plane through horizontal angle of Max. Cd at 0° Horizontal cone through vertical angle of Max. Cd at 59° Vertical plane through horizontal angle of Max. Cd at 0° Horizontal cone through vertical angle of Max. Cd at 60° .1.2 .5 2185 4370 6555 8740 1 2 1 Coefficients of Utilization0.0 0.1 0.2 0.3 0.4 0.5 0.6 0.7 0.8 0.9 1.0 0 1 2 3 4 5 Street Width / Mounting Height SS HS Product Dimensions • Approximate Net Weight: 23 lbs (10.4 kgs) - 24 lbs (10.9 kgs) • Suggested Mounting Height: 8-16 ft max (2.5-5 m) • Effective Projected Area (EPA): 1.6 sq ft max (0.15 sq m)DATA27.733 in.(704mm) 16.750 in.(425mm) 3.000 in. (76mm)MAX DIA POLE OD2.375 in. (60mm)MIN DIA POLE OD 2.500 in. (64mm) GE and the GE Monogram are trademarks of the General Electric Company and are used under license. Information provided is subject to change without notice. All values are design or typical values when measured under laboratory conditions, and GE makes no warranty or guarantee, express or implied, that such performance will be obtained under end-use conditions. © 2019 GE current, a Daintree company. www.LED.com OLP2897 (Rev 09/19/19) DEDICATION & DEED OF PUBLIC RIGHTS-OF-WAY [A portion of Tax Parcel No. 16-09-36-00-00-005.115 & No. 16-09-36-00-00-005.116] THIS INDENTURE WITNESSETH: That Village Housing Corporation, an Indiana corporation (the "Grantor"), the fee simple owner(s) of the real property depicted and described on the attached Exhibits A & B ("Property") incorporated herein by this reference, which Property is located in the City of Carmel, Hamilton County, State of Indiana, hereby grants, conveys and warrants in fee simple and with no reversionary rights whatsoever retained, all of Grantor's rights, title, and interest in the Property, to the City of Carmel, Indiana, an Indiana municipal corporation ("Grantee"), subject to all existing easements and rights-of-way of record, for the sum of Ten Dollars ($10.00) and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The undersigned represent and warrant that they are the Members/Managers/Authorized Representatives of the Grantor; that Grantor is a corporation validly existing in the State of its origin and where required, in the State where the subject real estate is situated; that Grantor is the fee simple owner of the Property; that Grantor has full capacity to convey the Property; that they have full authority to execute and deliver this instrument on behalf of Grantor and that said authority has not been revoked; that they are therefore, fully authorized and empowered to convey the Property to the City of Carmel, Indiana, and that on the date of execution of this Dedication and Deed of Public Rights-of-Way, they had full authority to so act; and that all necessary action for the making of this conveyance has been duly taken. The Grantor assumes and agrees to pay real estate taxes and assessments on the Property for 2023 payable 2024 and all prior years. This obligation shall survive the conveyance of the Property and shall be enforceable by the Grantee in the event of any non-payment. [Signature page to follow] 1 Indianapolis, IN | St. Louis, MO | .www.weihe.net | (800) 452-6408 | Fax: (317) 843-0546 Allan H. Weihe, P.E., L.S. - Founder July 17, 2023 Engineering Department City of Carmel 1 Civic Square Carmel, IN 46032 Attn: Jeremy Kashman, P.E. Re: Sidewalk / Street closure Harvest Market remodel PZ-2023-00075 ADLS Amend Harvest Market DBSG will need to close a portion of sidewalk and street for the remodel of the Harvest Market located at 2140 E. 116th Street,. Minor alterations to the existing sidewalks and ADA ramps will be required. The existing east/west access road will be shifted to expand existing sidewalks for better pedestrian circulation and safety. The anticipated schedule will be to install construction fence as soon as Carmel approves the ADLS amend. It is anticipated that the closure will last until mid to late fall pending weather and start of work. See attached exhibit of anticipated fence and closure. Thank you, Steven Scott Rucker, P.E. Engineer, Commercial Development 262620518257272725187212432522P1P2P2B1B5B1B2H1H1H1H2H3H3H3H4H4H1H1H1H1H5H5H9H7S1S1S2S3S3S4S4S4S4S4B1B1B1B1B1H5P1P1P1P1P1P1P1P1P1P1S4H6H7H9H9H8H7H7B3H7P2P2S4S1S1S1B4B4B4B4B4B4B4B4B4B4B4S2S2S5S5S3S3H7H7H7H7H6H6H1H1B1H7S1S6SITE DATASITE AREA = 5.07 ACBUILDING AREA = 75,207 SFPERCENT IMPERVIOUS = 96.2%ZONING = C-2FRONT YARD BSL REQUIRED = N/AFRONT YARD BUFFER = N/AREAR YARD BSL REQUIRED = N/AREAR YARD BUFFER = N/ASIDE YARD BSL REQUIRED = N/ASIDE YARD BUFFER = N/APARKING REQUIRED:PARKING REQUIREMENT: N/APARKING REQUIRED = N/APARKING DIMENSIONS = 9' x 18' (MIN.)BIKE PARKING REQUIRED = 38 SPACESPARKING PROVIDED:293 - STANDARD SPACES 15 - ADA SPACES308 - TOTAL SPACESSITE PLAN NOTESPAVEMENTSTANDARD DUTY ASPHALT MILL AND REPLACEMATCH EXISTING PAVEMENTHARDSCAPE6" STRAIGHT CURB6" CURB AND GUTTERINTEGRAL WALK AND CURBMATCH EXISTING CURBCONCRETE SIDEWALKACCESSIBLE RAMP WITH DETECTABLE WARNING SURFACE (ADA TILESOLUTIONS, BRICK RED, OR APPROVED EQUAL)SIDEWALK FLUSH WITH PAVEMENT6" STANDARD DUTY CONCRETE SPEED TABLE. REFER TO DETAIL ONSHEET C201ACCESSIBLE RAMPACCESSORIESEXISTING LIGHT POLE LOCATION WITH NEW BASE, POLE, ANDFIXTUREBIKE RACKPATIO AREACART CORRALPROPOSED LIGHT POLE LOCATION WITH NEW BASE, POLE, ANDFIXTURESIGNAGE & MARKINGSACCESSIBLE PARKING SPACESTOP SIGNPEDESTRIAN CROSSWALK4" PAINTED WHITE SOLID LINES (TYP)24" PAINTED WHITE STOP BARPOLE MOUNTED ACCESSIBLE SIGNCONCRETE PAVEMENTSTANDARD DUTY ASPHALTPAVEMENTSITE PLAN LEGENDC200 SITE PLANC200SITE PLANW22.0802AQW22.080203/03/2023BSMK/AQHARVEST MARKET2140 E. 116TH STREET, INDIANAPOLIS, IN 46032P1P2H1H2H3H4H5H6H7B1B2S1S2S3S4109abcd876efgh1098765432Part of the S/2 of Section 31, Township 18 North, Range 4 East, Clay Township, Hamilton County, Indiana1PREPARED FOR:PROJECT NO.SHEET NO.abcd5432e1fhISSUED FOR PERMIT 05.16.2023 SMB1REVISIONS PER TAC REVIEW 05.23.2023 SMB2REVISED TO ADD ADA RAMP ON WEST SIDE OF AAA WAY 06.06.2023 SMB3REVISIONS PER CITY COMMENTS 06.28.2023 SB / SR4gWEIHELandscape ArchitecturePROJECT NO.:REVISIONS AND ISSUESDATE BYDWG NAME:DESIGNED BY:DRAWN BY:CHECKED BY:DATE:WSNEKnow what'sRH8B3EXISTING CONCRETE PAVEMENTB4S5B5H9NOTEPARKING LOT TO BE MILLED AND REPLACED TOEXISTING GRADES. COORDINATE WITH SHEET C300.NOTEPROPOSED ASPHALT SHALL BE RESTRIPED PEREXISTING STRIPING AND NOTES ON THIS SHEET.S6sidewalkclosedsidewalkclosedStreet closedX X XXXXXXXXXXXXXAnticipatedconstruction fencesidewalkclosedsidewalkclosed