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CM-2019-0170 - 6/7/2019ALARM MONITORING SERVICES SUBSCRIPTION AGREEMENT ewec-H SALES A Ni D SERVICE Corporate Office 3404 Garden Brook Drive, Dallas, TX 75234 (469) 522-6000 State License No. 806910 SUBSCRIBER I BUYER NAME AND ADDRESS: Name City, of Round Rock .(Luther Peterson Service Center - Main Building Bldg, 1) Street 3400 Sunrise City, Slate Round Rock, Texas Zip Code 78664 (Area Code) Telephone Number Work Number 512-671-2891 I MONITORING SERVICES SUBSCRIPTION A. Monitoring Pees I Entech Sales and Service Inc a Texas corporation ('Seller). shall provide monitoring services as described herein subject to the terms and conditions set forth n this contract Buyer shall pay a monitoring fee as set forth n sub -section A.2 below (the monitoring fee I and such additional charges as set forth herein (induding, without limlahon, maintenance fees and charges) 2 Buyer shall have the option of prepaying the monthly monitoring fee according to the fallowing schedule 360 annually Fire Monitoring B. Term 1 The term of this-rintract shall be month to month beginning 1st ayofJune 2019 and shall renew automatically upon the expiration of each succesNve term except that ether party shall have the option to terminale this contract by delivery of written notice by certified mail return receipt requested to the other party at least thirty days Prior to the expiratian of any term Notwithstanding the foregoing Buyer shall have the right to prepay the monitoring fee as described in Subsection I.A. 2. above 2 If Buyer terminates this contract pr-jr to the expiration of 05131,2020 f 12 1 months. Buyer shall pay Seller. in addition to any other amounts owed by Buyer to Seller_. an amount equal to three times the monthly monitoring fee in effect as c f the, date of termination to compensate Seger for such early termination The foregoing three month paymenl is m addrtvn to and not in lieu of, any other damages Seller may incur as a result of Buyer s termination under this contract C. Additional Charges 1 Seller's monitoring lee is subject to periodic adjustments provided that Buyer is given written notice thereof at least thirty days prior to the effective dale of such adjustment Nowthstanding any other provision hereof and provided Buyer is not in default hereunder Buyer shag have the option to lerminate this contract by delivery of written nonce by certified mail return receipt requested to Seller within fiheen days after notice of adjustment is received Buyer's failure to timely deliver such written notice of termination to Seller shall constilute acceptance of the adjusted monitoring fee 2 Buyer shall bear all costs incurred in responding to proper activation of the alarm signaing system, including w1hout 6tntabon all telephone company response charges and police fire department or private security patrol dispatch charges 11, 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 promises and its contents for losses arising from burglary. theft. robbery, fire water damage. Acts of God and other reasonably foreseeable causes. 3 Buyer shall comply with all reasonable requests and guidelines 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 herein described not upon the value of The properly to be protected It s not the intent of the parties that Seller assure responsibility for any loss or damage caused by burglary theft, robbery fire. Acts of God or other causes- Notxrithslanding the above provisions if any liability should anse on the part of Seller under this contract whether due to equipment malfunctions, signal interruptions. Acts of God the negligence of Seiler or othervutse. such liability shall be limited to $5 ODD DO. which sum shall be paid and received as liquidated damages. Buyer acknowledges that any such liability as herein set forth is fixed as liquidated damages and this recovery shag be complete and exclusive SEE ADDITIONAL TERMS AND CONDITIONS ON THE REVERSE SIDE HEREOF WHICH ARE FULLY INCORPORATED AND A PART OF TH S AGREEMENT EXECUTED at _ Williamson trounty City of Round Rock Texas, on tPo5 day of 20i BJYER Enlech Sales and Service Inc Zz jayte NOTICE COMPLAINTS OR INOUIRIES REGARDING ENTECH SALES AND SERVICE. INC MAY BE D RECTED TO Texas Board of PnvWa Investgalors antl Private Securities Ageraes. PO Bax 135d9. A4151vn. Teras 78704 5IZ475.3944 61 IV) -201 0170 III. MONITORING AND DEFAULT PROVISIONS A. False Alarms Buyer shall pay all fines, penalties and charges levied aga nst Seller or Buyer for any false alarms. Buyer shall cooperate with Seller to deter ne 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 reasonab y satisfies Seller that the cause of the false alarms has been corrected and Buyer obtains written evidence of Sel'ers satisfaction Seller shall make a reasonable effort to notify Buyer of its decis on to cease the dispatch of local authorities due to excessive fa se 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 (i) providing qualified or competent employees of representatives to activate and disarm the alarm signafng system (ii) maintaining the telephone lines connect ng 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 Transm tter Unit (if applicable), 3. Buyer shall obtain all necessary alarm permits (if required) and prov do Seller with the assigned permit number. Buyer shall imme- diately notify Seller by certified ma t, 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 ma function of the system, telephone lines, RF Transmit- ter Unit or any other component of the system 0. Alarm Monitoring Procedure 1 In responding to an alarm activation report, Sel'er shall make reasonable effort to undertake the procedure described in the monitoring Response Procedures fumished to Buyer upon ;ts execution of this contract 2 All telephone calls and conversations wh ch 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 Buyers premises to Seder's Central Monitoring Station 2 Seller disclaims responsib lity for the transmission of alarm s.gnals 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 Se term's control For example, Buyer acknowledges that in the event alarm signals are not received as a result of a d.sconnection, 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 lime the alarm system is activated 4 Buyer shall provide and pay for all telephone or a lernate transmission facia ly charges and tariffs and any increase in or addition to such charges and tariffs. F. Default 1. The Buyer shall be in default upon the occurrence of any of the following events or cond I ons: a Failure to timely pay Seller the monitoring fee or any other charges or fees payab'e to Seller as contemplated by this contract, including. without imitation all maintenance or reps r charges b Failure to comply with all materia: terms and condifons of this contract. c. Failure to obtain and mainta n in full force any and all permits or licenses required by any governmental authority including, without limitation, all commissions boards subd'vis ons or agencies thereof. d Buyers default under any lease covering the premises upon wh:ch the RF Transmitter Unit is located or installed e Loss, theft or substantia' damage or injury to the RF Transmitter Unit I, Failure to maintain adequate insurance coverage to protect the prem;ses and its contents from burglary, theft, robbery, tire, water damage. Acts of God and other causes of damage. g. Buyer's disco uron, termination.: nsolvency, assignment of assets or property for the benefit of creditors or the commencement of any bankruptcy or insolvency proceedings aga'nst the Buyer or any guarantor or s --rely for the Buyer. 2. Upon the occurrence of any such even of default Se ler may exercise any and all of the following rights and remedies a. Terminate al services subscribed for hereunder by delivery of written notice to Buyer at least rive days prior to such termination b. Declare a I amounts owed Sel'er under this contract immediately due and payable and proceed to obtain payment of same. c. Pursue any other rights or remedies a Ther 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, provistw%. 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 sha'. 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 part as wTi respect to such matter. Each party to this contract acknowledges that nc 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 cr binding. C. Execution This contract is not b riding upon Sel er 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 •Is obligat ons 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 shat; be subject to and governed by the laws of the Slate of texas. G. Modification This contract steal' not be modAed or amended except by written instrument signed by the party to be charged ALARM MONITORING SERVICES SUBSCRIPTION AGREEMENT nm.. -H SALES AND SERVICE Corporate Office 3404 Garden Brook Drive, Dallas, TX 75234 (469) 522-6000 State License No. 806910 SUBSCRIBER! BUYER NAME AND ADDRESS: Name City of Round Rock Luther Peterson Service Center - Shop – Bld . 2 Street 3400 Sunrise City, State Round Rock Texas Zip Code 78664 (Area Code) Telephone Number Work Number 512-671-2891 I. MONITORING SERVICES SUBSCRIPTION A Monitoring Fees 1 Enlech Sales and Service, Inc a Texas corporation Seiler") shall provide monitoring services as described herein subject to the terms and conditions set forth n this contract Buyer shall pay a monitoring fee as set forth in sub section A 2 belowrthe -monitoring fee') and such additional charges asset forth herein (induding. without limitation, mamlenancn fees and charges) 2 Buyer shall have the option of prepaying the monthly rmonitonng fee awarding to the following schedule 360 annually Fire Monitoring B. Tenn 1 The term of this contract shall be month to month beginning 1st Day or June 2014 and shall renew automatically upon the expiration of each successive term ex_ept that either parry sha;i have We option to terminate this contract by delivery of written notice by certified mait. return receipt requested, to the other party at least thirty days prior to the expirabun of any term Notwithstanding the foregoing Buyer shall have the nght to prepay the monitoring fee as described in subsection I A.2. above 2 If Buyer terminates this contract prior to the exp ration of 05f3112020_________L1 months Buyer shall pay Sellerin addition to any other amounts owed by Buyer to Seller. an amount equal to three Gres the monih'y monitoring fee in effect as of the dale of termination to compensate Seller for such early temtinabon, The foregoing three month paymant is in addition to and not in lieu of any other damages Seller may incur as a result -f Buyer's termination under this contract. C Additional Charges I Sellers monitoring fee is subject to periodic adjustments provided that Buyer is given written nobco thereof at .east thirty days prior to the effective dale of such adjuslmenl Notwithstanding any other provision hereof and provided Buyer is not in default hereunder, Buyer shall have the option to tonninate th's contract by delivery of whiten notice by certified me'. return receipt requested to feller within fifteen days after notice of adjustment is rcceived Buyers failure to timely de Iver such written notice of termination to Seller shall constitute acceptance of the ad,usted monitoring fee 2 Buyer shall bear all wits inrurred n responding to proper activation rf the warm signa�mg system, including, without Imitation alt telephone company response charges and police. fire department w private security patrol dispatch charges. It. 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 fire water damage. Acts of God and other reasonably foreseeable causes 3 Buyer shall comply with all reasonable requests and guidelines of Seller regarding use and operation of the alarm signaling system_ It. Liability 1 Seller is not an insurer and payments described herein are based solely upon the value of the services herein described not upon the value sf the property to be protected Itis not the ntent of the parties that Seiler assume responsibility for any toss or damage caused by burglary Iheft. robbery fire. Acts of God or other causes Notwithstanding the above provisions it any 'iablity should anse on IM part of Seller under this Contract whether due to equipment malfunctions signal interruptions, Acts of God the negligence of Seller or otherwise such i abiidy shall be limited to 55 000 00 which sum shat be paid and received as liquidated damages. Buyer acknowledges that any such liability as herein set forth is fixed as liquidated damages and this recovery shall be complete and exclusive SEE ADDITIONAL TERMS AND CONDITIONS ON THE REVERSE SIDE HEREOF WHICH ARE FULLY INCORPORATED AND A PART Of: THIS AGREEMENT m EXECUTED at Williason n City of Round Rock , Texas r A this � day of_ , 20 t°} BUYER Entech Sales and Service. Inc. A. By— lay _ Gt� � Cid NOTICE COMPLAINTS OR INOUIRIES REGARDING ENTECH SALES AND SERVICE, INC MAY BE DIRECTED TO Texas Board of Private Invesligatcrs and Prvate Secunbes Age -,urs P O Boa 13504 Austin. Texas 78704. 5121475.3944 14 .Ail `> n 1-1 . �. d 17 , 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 S. Dispatch of Authorities If more than five 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 authorilies unless prior thereto Buyer reasonably satisfies Seller that the cause of the false alarms has been corrected and Buyer obtains written evidence of Sellers 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 tum shed to Buyer and shall update such information in writing. Buyer acknowledges that such information Is essential to the performance of Sellers 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 (i) 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 ( ii) 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 appl cable). 3. Buyer shall obtain all necessary alarm permits (if required) and provide Seiler with the assigned permit number. Buyer shall imme- diately notify Seller by certified mail, return receipt requested of any suspension, termination or revocat on of any requ red 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 furnished to Buyer upon its execution of this contract. 2. All telephone calls and conversations which are received by Sellers monitoring facility shall be recorded by Set er. 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 Buyers 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 facilily(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 pay for all telephone or alternate transmission facility charges and tariffs and any increase in or addition to such charges and tariffs. F. Default 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 Seller as contemplated by this 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. e. 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. Buyers 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 willing, 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 Slate of Texas. G. Modification This contract shall not be modified or amended except by written instrument signed by the party to be charged. ALARM MONITORING SERVICES SUBSCRIPTION AGREEMENT .,.n ,,a SALES AND SERVICE Corporate Office 3404 Garden Brook Drive, Dallas, TX 75234 (469) 522-6000 Slate License No. 806910 SUBSCRIBER 1 BUYER NAME AND ADDRESS: Name City of Round Rack (Luther Peterson Service Center - Warehouse -- Bldg. 31 Street 3400 Sunrise City, State Round Rock, Texas Zip Code 78664 (Area Code) Telephone Number Work Number 512-671-2891 I. MONITORING SERVICES SUBSCRIPTION A Monitoring Fees 1 Entech Sales and Service Inc a Texas corporation (-Seller') shall provide monitoring serv._es as described herein subject to the terms and conditions set forth in this contract Buyer shall pay a monitoring fee as set forth in sub -section A.2 below (the 'monitoring lee") and such additional charges as set forth herein (inrJuding, without limitation maintenance fees and charges: 2 Buyer shall have the option of prepaying the monthly monitoring fee according to the following schedule 3110 annually Fire Monitoring S. Term 1 The leml o1 Itris contract shall be month to month beginning i st Davol June 2019 and shall renew automatically upon the expiration of each successive term except that either party shall have the option to terminale this contract by delivery of written notice by certified mail, return receipt requested to the other party at least thirty days prior to the expiration of any term. Notwithstanding the foregoing. Buyer shall have the right to prepay the monitoring fee as described in Subsection I A 2 above 2 If Buyer lermnates this contract prior to the expiration of 05131/2020 _ 02__ _ 1_monlhs. Buyer shall pay Seller in addition to any other amounts owed by Buyer to Seller, an amount equal to three times the monthly monitoring fee in effect as of the date of termination to compensate Seiler for such early termination The foregoing three month payments in addition to and not in:ieu of. any other damages Seller may incur as a result of Buyer's termination under this contract. C. Additional Charges 1 Seller's monitoring foe is subject to periodi4 adjustments provided that Buyer is given written notice thereof at least thirty days prior to the effective date of such adjustment Nolw Ihstanding any other provision hereof and provided Buyer is not in default hereunder Buyer shall have the option to terminate this contract by delivery of written notice by certified ma return receipt requested to Seller within fifteen days after notice of adjustment is received Buyer's failure to timely deliver such written notice of termination to Seller shall constitute acceptance of the adjusted monitoring fee 2 Buyer shall bear all costs incurred in responding to proper activatinn of the alarm signaling system. ncluding w4haut aviation all telephone company response charges and police fire department or private security patrol dispatch charges. It. DAMAGES AND LIABILITY PROVISIONS A. General 1 BUYER ACKNOWLEDGES THAT THE ALARM SYSTEM AND SERVICES ARE DES GNED 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 RESPONS BLE FOR ANY DAMAGE OR LOSS CAUSED BY SUCH OCCURRENCES 2 Buyer shall maintain adequate insurance coverage for the preayses and its contents for losses arising from burglary. theft, robbery fire_ water damage Acts of Grid and ether reasrra nab y foreseeable causes 3 Buyer shall comply with all reasonable requests and guidelines of Seller regarding use and operation of the alarm signaling system 13 Liability S Seller is not an insurer and payments described herein are based solely upon the value of the services herein described not upon the value of the property to be prolocted It is not the intent of tha parties that Seiler assume responsibility for any loss or damage caused by burglary theft robbery fire Acts of God or other causes Notwithstanding the above provis ons d any liability should anse on the part of Seller under this contract whether due to equipment malfunctions signal interruptions, Acts of God the negligence of Seller or otherwise, such liability shall be I nrled to 55 0000:'. which sum shall be paid and received as liquidated damages. Buyer acknowledges that any such hob ity as herein set forth is fixed as quidated damages and this recovery shalt be complete and exclusive SEE ADDITIONAL TERMS AND CONDITIONS ON THE REVERSE SIDE HEREOF WHICH ARE FULLY INCORPORATED AND A PART OF THIS AGREEMENT EXECUTED at W IMamson Counly City of Round Rock __ , Texas o i .his BUYER 40 _ _ bI�L� Entec.h Saes and Seance. rc �_-dayof_ 2L 12 or lvray NOTICE COMPLAINTS OR INOU RIES REGARD NG ENTECH SALES AND SERVICE INC MAY BE DIRECTED TO Texas Board 0 Private vestgators and Private Se-Lnties Agencies P O Box 13509. Austro. Texas 78704 $1214753444 %1,x(.4 . 2 011* -. rill %r7 III MONITORING AND DEFAULT PROVISIONS A. False Alarms Buyer shall pay a l 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 five false alarms which result in the d-spatch of local authodlies occur within any twelve month period, Seller shall not be responsible for dispatching the local authorities unless prior thereto Buyer reasonably satisfies Sal er that the cause of the fa se a arms has been corrected and Buyer obts ns written evidence of Setters 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 sha I fut'y and accurately disclose to Seller the information requested in the Emergency Contact Information Sheet furnished to Buyer and sha.I update such information in writing. Buyer acknowledges that such informations essentia, to the performance of Sellers obligations under this contract and that Se ter she l attempt to contact only the designated individuals at the telephone number indicated on the Emergency Contact Information Sheet, 2. Buyer Shall be responsible for (i) providing qualified or competent employees of representatives to aclivate and disarm the alarm signaling system (i) maintaining the telephone lines connecting the premises in proper working order (ri) provid,ng and mainta'ning an adequate source of power to the system and (iv) at other maintenance requited to keep the alarm s.gnating system in proper working condition but Seller shall be responsible (oral: maintenance and repa=r of the RF Transmitter Unit (if appl.cable) 3. Buyer shall obtain ail necessary alarm permits (f required) and provide Seller with the assigned perm I number, Buyer shall imme- diately notify Seller by certified mai. return receipt requested of any suspension, termination or revocation of any required permit or license of Buyer related to the alarm signaling system. a. Buyer shall Contact Seller immed ately upon the occurrence of any defect or malfunction of the system, ta`ephone lines RF Transmit. ter Unit or any other component of the system. D. Alarm Monitoring Procedure 1. In responding to an alarm activation report, Se ter sha'I make reasonab a effort to undertake the procedure described in the monitoring Response Procedures furnished to Buyer upon its execution of this contract. 2. All telephone calls and conversat ons wh ch are received by Se'er's monitoring facilay 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 Buyers premises to Sellers Central Monitoring Station. 2. Seller disclaims responsibility for the transmission of alarm signals over the telephone or other transmission facie ties, including without iim talon. 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 nterruption of the telephone service or any other transmission faa!ily(ies). Seller will have no notice or knowledge of the alarm activation. 3. The transm;ssion of the alarm signals will interrupt and disconnect any telephone communication ;n progress at the t me the alarm system is activated. 4. Buyer shall proVde and pay for al' telephone or alternate Iransmssion facility charges and tariffs and any increase n or addition to such charges and tariffs. F. Default 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 Seller as contemplated by this 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 a I 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. e. 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. Buyers 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 surely 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 rive days prior to such termination. b. Declare all amounts owed Seller under this contract mmedialely 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 tern, provision, Covenant or condition of this contract -s held by a court of competent jurisdiction to be invalid, void or unenforce- able, the remainder of [his 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 prom ses 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. Attarneys' Fees The prevailing party In any suit brought to enforce or interpret any portion of this contract shalt 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 -?: ROUND ROCK Agenda Item Summary Agenda Number: Title: Consider executing Alarm Monitoring Services Subscription Agreements with Entech Sales and Services for the Luther Peterson Service Center Buildings. Type: City Manager Item Governing Body: City Manager Approval Agenda Date: 6/7/2019 Dept Director: Chad McDowell, General Services Director Cost: $1,080.00 Indexes: General Fund; Utility Fund Attachments: RR_LPSC Main Bldg 1 -Fire -Alarm Monitoring Services, RR_LPSC Shop Bldg 2_Fire Alarm Monitoring Services, RR_LPSC Warehouse Bldg 3 -Fire -Alarm Monitoring Services Department: General Services Department Text of Legislative File CM -2019-0170 Entech Sales and Services, Inc. will provide Alarm Monitoring Services to the New Luther Peterson Service Center located at 3400 Sunrise. Location consist of Main Building, Shop and Warehouse. Cost. $1,080.00 (one year contract) Source of Funds: General Fund, Utility Fund Cityof Round Reck Page f Pdnted on &012018