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CM-2018-1707 - 5/11/2018ALARM MONITORING SERVICES SUBSCRIPTION AGREEMENT enT... c SALES AND SERVICE Corporate Office 3404 Garden Brook Drive, Dallas, TX 75234 (469) 522-6000 State License No. B06910 SUBSCRIBER 1 BUYER NAME AND ADDRESS: Name City of Round Rock (Location is Public Safety Training Center at 2801 Mays Street, Round Rock, TX 78665) Street 221 East Main Street City, State Round Rock, TX zip code 78664 (Area Code) Telephone Number (512) 218-5400 Work Number I. MONITORING SERVICES SUBSCRIPTION A. Monitoring Fees 1 Entach Sales and Service. Inc . a Texas corporation ('Seller'), shal provide monitoring services as described herein subject to the [arms and conditions set forth In this contract. Buyer shall pay a monitoring fee as set forth in sub -section A-2 below (the monitoring fee') and such additional charges as set forth herein (including, without limitation, maintenance fees and charges). 2 Buyer shall have the option of prepaying the monthly monitoring fee according to the following schedule: $30 Monthly or $90.00 quartely or $360 00 annually S. Tenn 1 The term of this contract shall be month to month beginning May 21st, 2018 and shall renew automatically upon the expiration of each successive term except that either party shall have the option to terminate this contract by delivery of written notice by certilied mail, return receipt requested to the other party at toast thirty days prior to the expiration of any term. Notwithstanding the foregoing. Buyer shall have the fight In prepay the monitoring fee as described In Subsection I.A.2. above 2 If Buyer terminates this contract prior to the expiration of May 21 St, 2019 f 12 y months. Buyer shall pay Setter. In addition to any other amounts owed by Buyer to Seller, an amount equal to three limas the monthly monitoring fee In effect as of the date of lamination to compensate Seller for such early termination. The foregoing three month payment Is In addition to. and not In lieu of, any other damages Setter may Incur as a result of Buyer's termination under this Contract. C. Additional Charges 1 Seller's monitoring fee Is subject to periodic adjustments provided that Buyers given written notice thereof at least thirty days prior to the effective dale of such adjustment NotwNhstanding any other provision hereol and provided Buyer is not In default hereunder. Buyer shalt have the option to terminale this contract by delivery of written notice by certified mail, return race pt requested to Seller within fifteen days after notice of adjustmentis received. Bjyees failure to timely deliver such written notice of termination to Seller shall constitute acceptance orft adjusted moniloring fee 2 Buyer shall bear all costs ncurred in responding to proper activation of the alarm signaling system. Including, without limitation all telephone company response charges and police, fire department or private security patrol dispatch charges. II. DAMAGES AND LIABILITY PROVISIONS A. General 1 BUYER ACKNOWLEDGES THAT THE ALARM SYSTEM AND SERVICES ARE DESIGNED SOLELY FOR THE PURPOSES OF DETECTING OCCURRENCES OF FORCED ENTRY, THEFT FIRE AND OTHER EMERGENCIES AND NOT FOR THE PURPOSE OF PREVENTING SUCH OCCURRENCES AND SELLER SHALL NOT BE RESPONSIBLE FOR ANY DAMAGE OR LOSS CAUSED BY SUCH OCCURRENCES. 2 Buyer shall maintain adequate insurance coverage for the premises and its contents for losses arising from burglary, theft, robbery, rite, water damage, Ads of God and other reasonably foreseeable causes. 3. Buyer shall comply with all reasonable requests and gulde.inas of Seller regarding use and operation of the alarm signaling system. B. Liability 1 Seller is not an Insurer and payments described herein are based solely upon the value of the services here n described not upon the value of the property to be protected It Is not the intent of the parties that Seller assume responsibility for any lost or damage caused by burglary, theft. robbery, Fre, Acts of God or other causes. Notwithstanding the above provisions If any liability should arise on the part of Seller under this contract whether due to equipment malfunctions, a gnal Interruptions. Ads of God, the negligence of Seller or otherwise, such liability shall be limited to the lesser of $250.00 or six (8) times the monthly service charge which sum shall be paid and received as liquidated damages. Buyer acknowledges that any such liability as herein set forth is fixed as tiquldated damages and this recovery shall be complate and exclusive 2 Buyer agrees to and shall indemnify and hold harmless Seller, its empoyees, agents and subcontractors from and against all claims, lawsuits and losses, Including reasonable attorneys' fees, asserted against and alleged to be caused by Seller's performance, negligent performance or failure to perform Its obligations under this contract. SEE ADDITIONAL TERMS AND CONDITIONS ON THE REVERSE S1DE HEREOF WHICH ARE FULLY INCORPORATED AND A PART OF THIS AGREEMENT EXECUTEDat Round Rock, Texas ,Texas, on this I ay of May 2018 BUYER. The Ci pf Round Rock. Texas EntachSales aril Service. lnc. "1 By: BY: Kevon Mumford By: 6q -g V r 1707 NOTICE COMPLAINTS OR INQUIRIES REGARDING ENTECH SALES AND SERVICE. INC. MAY BE DIRECTED TO VVV Texas Board of Private Investigators and Private Securities Agencies, P O. Box t3SW, Austin, Texas 78704.512475-3944 III. MONITORING AND DEFAULT PROVISIONS A. False Alarms Buyer shall pay all fines, penalties and charges levied against Seller or Buyer for any false alarms, Buyer shall cooperate with Seller to determine the cause or source of any false alarms and to prevent the occurrence of any further false alarms. B. Dispatch of Authorities If more than rive false alarms which result in the dispatch of local authorities occur within any twelve month period, Seller shall not be responsible for dispatching the local authorities unless prior thereto Buyer reasonably satisfies Seller that the cause of the false alarms has been corrected and Buyer obtains written evidence of Seller's satisfaction. Seller shall make a reasonable effort to notify Buyer of Its decision to cease the dispatch of local authorities due to excessive false alarms. C. Obligation as to Use and Maintenance of the System 1. Buyer shall fully and accurately disclose to Seller the information requested in the Emergency Contact Information Sheet fumished to Buyer and shall update such Information in writing. Buyer acknowledges that such Information is essential to the performance of Seller's obligations under this contract and that Seller shall attempt to contact only the designated Individuals at the telephone number Indicated on the Emergency Contact Information Sheet. 2. Buyer Shall be responsible for (1) providing qualified or competent employees of representatives to activate and disarm the alarm signaling system (ii) maintaining the telephone lines connecting the premises in proper working order (iii) providing and maintaining an adequate source of power to the system and (iv) all other maintenance requited to keep the alarm signaling system in proper working condition but Seller shall be responsible for all maintenance and repair of the RF Transmitter Unit (if applicable). 3. Buyer shall obtain all necessary alarm permits (If required) and provide Seller with the assigned permit number. Buyer shall imme- diately notify Seller by certified mail, return receipt requested of any suspension, termination or revocation of any required permit or license of Buyer related to the alarm signaling system, 4. Buyer shall Contact Seller immediately upon the occurrence of any defect or malfunction of the system, telephone lines, RF Transmit- ter Unit or any other component of the system. D. Alarm Monitoring Procedure 1, In responding to an alarm activation report, Seller shall make reasonable effort to undertake the procedure described in the monitoring Response Procedures fumished to Buyer upon its execution of this contract. 2. All telephone calls and conversations which are received by Seller's monitoring facility shall be recorded by Seller. E. Alarm Transmission 1. Buyer acknowledges that Seller cannot provide adequate response to alarms unless a report of the alarm activation Is transmitted from the Buyer's premises to Seller's Central Monitoring Station. 2. Seller disclaims responsibility for the transmission of alarm signals over the telephone or other transmission facilities, including without limitation, the RF Transmitter Unit. Buyer expressly acknowledges that the transmission of alarm signals may be Interrupted distorted or eliminated entirely by factors totally beyond Seller's control. For example, Buyer acknowledges that In the event alarm signals are not received as a result of a disconnection, malfunction or other interruption of the telephone service or any other transmission facility(ies), Seller will have no notice or knowledge of the alarm activation. 3. The transmission of the alarm signals will Interrupt and disconnect any telephone communication in progress at the time the alarm system Is activated. 4. Buyer shall provide and such charges and tariffs. Default pay for all telephone or alternate transmission facility charges and tariffs and any Increase in or addition to 1. The Buyer shall be in default upon the occurrence of any of the following events or conditions: a. Failure to timely pay Seller the monitoring fee or any other charges or fees payable to Seiler as contemplated by [his contract, including, without limitation, all maintenance or repair charges. b. Failure to comply with all material terms and conditions of this contract. c. Failure to obtain and maintain in full force any and all permits or licenses required by any governmental authority including, without limitation, all commissions, boards, subdivisions or agencies thereof. d. Buyer's default under any lease covering the premises upon which the RF Transmitter Unit is located or installed. a. Loss, theft or substantial damage or injury to the RF Transmitter Unit. f. Failure to maintain adequate insurance coverage to protect the premises and Its contents from burglary, theft, robbery, fire, water damage, Acts of God and other causes of damage. g. Buyer's dissolution, termination, Insolvency, assignment of assets or property for the benefit of creditors or the commencement of any bankruptcy or Insolvency proceedings against the Buyer or any guarantor or surety for the Buyer. 2. Upon the occurrence of any such even of default Seller may exercise any and all of the following rights and remedies: a. Terminate all services subscribed for hereunder by delivery of written notice to Buyer at least five days prior to such termination. b. Declare all amounts owed Seller under this contract immediately due and payable and proceed to obtain payment of same, c, Pursue any other rights or remedies either at law or in equity now or hereafter existing. 3. No waiver by Seller of a default will be deemed a waiver of any other default regardless of the time of occurrence of such other default IV. CONSTRUCTION AND MODIFICATION OF CONTRACT A Partial Invalidity If any term, provision, covenant or condition of this contract is held by a court of competent jurisdiction to be invalid, void or unenforce- able, the remainder of this contract shall remain in full force and effect and shall in no way be affected, impaired or Invalidated. B. Entire Agreement This contract supersedes any and all other agreements, either oral or in writing, between the parties with respect to the subject matter hereof and contains all of the covenants and agreements between the parties with respect to such matter. Each party to this contract acknowledges that no representations, Inducements, promises or agreements, oral or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not contained herein, and that no other agreement, statement or promise not contained in this contract shall be valid or binding. C. Execution This contract Is not binding upon Seller until executed by a duly authorized officer of Seller. D. Assignment This contract may be assigned, in whole or in part, at any time by Seller and without the consent of Buyer. Any such assignment shall not relieve Seller of its obligations hereunder. This contract is not assignable by Buyer. E. Attorneys' Fees The prevailing party in any suit brought to enforce or Interpret any portion of this contract shall be entitled to receive such party's attomeys' fees and costs In addition to any other relief awarded. F. Governing Law This contract shall be subject to and governed by the laws of the State of Texas. G. Modification This contract shall not be modified or amended except by written Instrument signed by the party to be charged, City of Round Rock JROUDXkNROCK Agenda Item Summary Agenda Number: Title: Consider executing an Alarm Monitoring Services Subscription Agreement with Entech Sales and Service for the Public Safety Training Center. Type: City Manager Item Governing Body: City Manager Approval Agenda Date: 5/11/2018 Dept Director: Chad McDowell, General Service Director Cost: $360.00 Indexes: General Fund Attachments: Entech Alarm Monitoring Services Subscription Agreement - Public Safety Training Center (00400591xA08F8), IAF- Entech Sales and Service—Public Safety Training Center (00400662xA08F8) Department: General Services Department Text of Legislative File CM -2018-1707 Consider executing an Alarm Monitoring Services Subscription Agreement with Entech Sales and Service for the Public Safety Training Center. Entech Sales and Services will provide Alarm Monitoring Service for the Public Safety Training Facility. Cost: $ 360.00 Annually Source of Funds: General Funds City of Round Rock Page f Pdnted ort SJfW2pf B