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CM-05-02-027_L, r-ticr Request for City Council/City Manager Action Please submit this form when placing items on the council agenda or when submitting an item to the City Manager for approval. Department: Contact Person: Project Name: ContractorNendor Name: Amount: Parks & Recreation Department Rick Atkins Senior Activity Center Sonitrol - Camera Equipment $4.856 for 4 years Is Funding Required? Yes X No ❑ Council Agenda Item Yes n No 0 Submission to City Manager - Yes X No 0 Project Manager/Resource: Rick Atkins/Lany Madsen 1 Council Meeting Date: Funding Source: PARD Operating Budget Assigned Attorney: J. Kay Gayle�/A M�O (contract, agreement,amendme.change order, purchase order,etc.) J 1U: La -r rtl i LyrW\ *Please return to Laura Rotes (see required signatures below before submission to the City Manager) ❑ Initial Construction Contract ❑ Construction Contract Amendment O Change Order i_ Change in Quantify D Unforeseen Circumstances O Initial Professional Services Agreement O Supplemental Professional Svcs. Agr. x❑ Purchasing/Service Agreement ❑ Purchase order Itern(s) to be purchased: Amount $413 per month $4,956 per year $19,824 for 4 years Other (Please clearly identify action on lines below) Agenda Wording: Consider a Letter of Agreement authorizing a yearly payment of L 2 08 $4,956.00 to Sonitrol for the next 4 years for service expenses of secuirty camera equipment. For Submission to City Mager Oniv Project Mgr. Signature: Dept. Director Signature: City Attomey Signature: City Manager Signature: Finance Approval 0 13 ❑ Date: Finance -Date and Signature: Purchasing -Date and Signature: Budget -Date and Signature: E. Wilson 2/1/05 Howard Baker 01-31-05 Cheryl Delaney 1/31/2005 gradmildraionlawsarri stieu& 11-1-0t Request for City Council/City Manager Action Please submit this form when placing items on the council agenda or when submitting an item to the City Manager for approval Department: Parks & Recreation Department Project Manager/Resource: Rick Atkins/Larry Madsen Contact Person: Rick Atkins Council Meeting Date: Project Name: Senior Activity Center Funding Source: PARD Operating Budget ContractorNendor Name: Sonitrol - Camera Equipment Assigned Attorney: J. Kay Gayle Amount: $4,956 for 4 years (contract, agreement,amendment,change order, purchase order,etc.) Is Funding Required? Council Agenda Item Submission to City Manager - Yes Yes X No Yes No X No X Please retum to Laura Flores (see required signatures below before submission to the City Manager) • Initial Construction Contract • Construction Contract Amendment ! Change Order Z Change in Quantity n Unforeseen Circumstances ▪ Initial Professional Services Agreement ▪ Supplemental Professional Svcs. Agr. tl Amount $413 per month 0 Purchasing/Service Agreement $4,956 per year $19,824 for 4 years Purchase Order Item(s) to be purchased: ❑ Other (Please clearly identify action on lines below) Agenda Wording: Consider a Letter of Agreement authorizing a yearly payment of $4,956.00 to Sonitrol for the next 4 years for service expenses of security camera equipment. For Submission to City Manager Only Project Mgr. Signature: Date: Dept. Director Signature: / .k44 Date: /-2%-05 City Attorney Signature: Date: City Manager Signature: Date: Legal Approval is required for all items requesting City Manager's approval. Finance Approval ❑ Finance -Date and Signature: 0 Purchasing -Date and Signature: ElBudget -Date and Signature: g/aAivatratie*m -cwxi action.* 11-1-04 DATE: 1/27/05 SUBJECT: City Managers Approval ITEM: Consider a Letter of Agreement authorizing a yearly payment of $4,956.00 to Sonitrol for the next 4 years. Department: Parks & Recreation Department Staff Person: Rick Atkins, PARD Assistant Director Justification: The agreement is to provide the security service for the new Senior Center and Parking Garage. Currently PARD uses Sonitrol for all of our security needs. We would like to stay consistent and keep all security services provided by one company. This agreement is for the fees associated with the services expenses of security camera equipment for the Senior Activity Center located at 301 W. Bagdad, Bldg 2. Funding: Cost: $413.00 per month = $4,956 for the year. Source of funds: PARD Operating Budget Outside Resources: Sonitrol Background Information: The Parks & Recreation Department has used Sonitrol to take care of our security needs for over ten years. During that time Sonitrol has proven to be a very reliable company. Presently our department has three other facility's being monitored by Sonitrol. It's our hope to keep our security needs under one company. Public Comment: N/A E a >- U J o 0 N E m m -� m c c m m ° ) U O O En 1 O V N O O ° m a N O' O o _c a o a° • c 0 C E E « a 0 a7 (n 0 a, ¢ o L- 0 0. co) -c m 0 • •0 0 D ° U U > 'D ▪ a' )a.-.) 0 U _ 0 L 0 (n ° • a V n m > J N • 0 C cn ro o N c -°' s C O, ° iT) To y 9 a E c m U a1 E •is (n 0 3 c -° ¢ E d Q a v NJ O p CD as > Q N J O m 0] 2 0: "2 • 1 1 1 0 0 0 U I' aA 0 U All equipment is the personal property of the Dealer SPECIAL INSTRUCTIONS 69 O oE 3 y 0 u- , 0, .N c Lso` Y ta ic 0 m cew J Q W o m The undersigned agrees to u9 0 J LIMITED WARRANTY I-- Et F- ia0}F- > 0 cr W - O° oUI-iwUo.0< 0no co wacN4a, aa p00OZ- a '5`03Eww arn W}cc .c 0Q24' .>. �ro�0'-, =a2 Luny 2 �m _c00Er 1- F- o3aWW mT ��m rn �� m`Www `0 39 c0...°m OwF- D.arLad 01 -°CO 00000) aa, W(OW 0jJ0W = 2-5 C`° 0aU 0JL0 x m m E c °5atWN-7U a 0 } �F-<. 3TC La Waco -OLy �'Q wW '00 t n NE zp>o2°'°OQp 'iWaa L.-oo. J am W `nn0='mwwF= 0 aa)iE0 meo aN 1.1.1i- 0 a, a W W U 0 :° o'` m .- _ `-° o, ix o�ccQCC 0 Dom a,°yE� WQWw «UwO=� 0 -°OC �N(nim pWW 3m}F-Q a' D O °aciw3m ZOO a0 W o a'-0.0 o>J 3 Y W F- ym WwW =° E- EQ"O ul (0Z a-2pZ 0 m -y ami `w (1) -- >_ aWJill ENW=O E cU0 E°�£g WHU `oWjo� Ea`'m "O.Oomo°. OLL� CJ(O_I y am v of TOl Q=J E_ O 1--F-O c0U~O z 0 o,- ZJQ ] X(n 0,c c O a c m2 dywo w m� o m U 0s m WHW 2.-F- U N L >Q Z W m Z W _ �.` C N.0 c 0 >QW T Naa it Z 62 J c m=c cc - Z°> °¢0 oco5OOz 0 o m ¢s lim J i I o� <,....g, 020 0 mzpwF-0 ° a m c_ O E -o 0 Q u"Q UQw[OQ ND cE a O' 1)-°� y �O� U0Zp F- -a� a: c a) ./.) Z(0Z a'tQ0c7p U'O 'O p,COX W -W -O 0F'w0(n 2� "(5 mC Eam�O D<Wa Ec¢0�} 'E >cLC mS.3ocv, WWW Lu cc w oEOwz1- -1130 a'�t.J 0�L.0., O�W �aWOY¢ a� ..cw a0.00._ C ZJ= L 0 W,Q au, ' 0 0 0 �. y (n -i F- u,0 �w3 �� Amo �EomOo 000 aopo �mmUcc=- 000 En''cE�m 2QF-00 N caaaF- .! n> 0 c a) oa° a) cc W}Q cEwwCc0 05N 0LE ���mW°w�o Y m `o2Qw IH:1!; LiUWnn' =QOO -0o N0.gANF-UJZ 8!omyO O .--7° 9 c 3 Lm- 3 E `m s 00ZZ o m(nI(n= >� `-° ma`' a)o o,a,,---Tdc3 � Q¢p a°z0�% N c .00 N ° '0 .4 c `c° 0L OzFz >.=> _.,Z �L o E c a ro opo N°, wZQ«uJOZO m� _aim oc`�"od Na JF}- . cOHW, a.)0 .O0 - �« °L a' -UJ 0 0Z� Oo F w m m mc,m `0 0 m= Q NEzJWJ Zm WCW 0'00,-> 0 W w 0 W O W F- > u' �v m ca)iwz = �wmmz UD ¢ If, w aE ac' o wH Hxicrm C°JQa� pcOc UY urN�a 0>.c 0<0 > IWU aim mro'^-m -F->F- 0i.= °(nmz rim v,c-E, ori E o m o E SONITROL CLIENT AGREEMENT (:)D Na L208057'1 DATE //� ' (� CLIENT NAME ft OCt-� I cc1! 1 SGC �e i/ I� c L PHONE INSTALL AT Address �r BILL TO ABOVE 0 BILL TO OTHER City ix State Zip DEALER agrees to install or cause to be installed and as described on the Security System Quotation dated All equipment is the personal property of the Dealer TELEPHONE CO. CHARGES INCLUDED: Yes ❑ o L"J Name Address City State Zip to rvice, without liability and not as an insurer, during the term of this Agreement, an alarm system ..^k 20� 1 which becomes part of this Agreement. ,�/' This agreement applies to: (check appropriate categories) Lid Client 0 _ Burglar Alarm Signaling Service _ Sprinkler Supervisory Signaling Service _Hold -Up Alarm Signaling Service V.- )cess Control Service," r -i, _Fire Alarm Signaling Service V Other . z %y 1/4-".- ,...a.....,......„_, SPECIAL INSTRUCTIONS The undersigned agrees to pay the DEALER, its agents or assigns the sums of: INSTALLATION: $ $ ' Tax MONITORING: (Payable In Advance) Tax SERVICE �V1 w�t . (v-... LC $ $ ) $ Total (Down Payment) IheL.� MONTHLY MANAGEMENT REPORT: Yes 0 No cis / �Cu, a�a ( �✓"S COMMUNICATION LINK LIMITED WARRANTY 1. Except as set forth herein, THE DEALER MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESSED OR IMPLIED, WITH RESPECT TO THE EQUIPMENT, AND DISCLAIMS ANY AND ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR ANY OTHER WARRANTY. CLIENT ACKNOWLEDGES THAT NO OTHER REPRESENTATIONS WERE MADE TO CLIENT OR RELIED UPON BY CLIENT WITH RESPECT TO THE QUALITY AND FUNCTION OF THE GOODS. 2. In the event any part of the equipment installed shall become defective or inoperative under normal use within one (1) year from the date of the original invoice for this installation, and DEALER determines the equipment is defective or inoperative, DEALER shall replace or repair such defective part without charge to CLIENT. IN NO EVENT SHALL DEALER BE LIABLE FOR MORE THAN, AND CLIENTS EXCLUSIVE REMEDY FOR BREACH OF THIS LIMITED WARRANTY SHALL BE LIMITED TO, THE REPAIR OR REPLACEMENT OF DEFECTIVE EQUIPMENT INSTALLED UNDER THIS AGREEMENT, AND DEALER SHALL NOT BE LIABLE FOR INJURIES TO PERSONS OR PROPERTY, INCLUDING BUT NOT LIMITED TO, ALL GENERAL, DIRECT, SPECIAL, EXEMPLARY, PUNITIVE. INCIDENTAL OR CONSEQUENTIAL DAMAGES. THIS WARRANTY IS NOT ASSIGNABLE. 3. If CLIENT shall discover a defect in the products supplied under this Agreement, CLIENT shall immediately contact DEALER in writing or by telephone and fully describe the nature of the defect so that repair service may be rendered. 4. DEALER shall not be liable for repair or replacement in the event of damage to material or equipment caused by accident, vandalism, flood, water, lightning, fire, intrusion, abuse, misuse, an act of God, any casualty, including electricity, unauthorized repair service, modification or improper installation by anyone other than DEALER and any other cause beyond the control of DEALER, including interruption of electrical or telephone service. 5. CLIENT acknowledges that any affirmation of fact or promise made by DEALER shall not be deemed to create an express warranty, and that DEALER makes no representation or warranty, that the system or service supplied may not be compromised, circumvented, or that the system or services will in all cases provide the signaling, monitoring and response for which it was intended. CLIENT is not relying on DEALER'S skill or judgement in selecting or furnishing a system suitable for any particular purpose. Some states do not allow limitations on how long an implied warranty lasts or the exclusion or the limitation of incidental or consequential damages, so the above limitations or exclusions may not apply to you. This warranty gives you specific legal rights and you may also have other rights which may vary from state to state. THIS AGREEMENT IS NOT BINDING UNLESS APPROVED IN WRITING BY AN AUTHORIZED REPRESENTATIVE OF THE SONITROL INDEPENDENT FRANCHISED DEALER. IN THE EVENT OF FAILURE OF APPROVAL, THE ONLY LIABILITY OF DEALER SHALL BE TO RETURN TO THE CLIENT THE AMOUNT, IF ANY, PAID UPON THE SIGNING OF THIS AGREEMENT. CLIENT ACKNOWLEDGES THAT DEALER'S LIABILITY IS LIMITED AS SET FORTH HEREIN AND THAT DEALER IS A SONITROL INDEPENDENT FRANCHISED DEALER AND NOT A SUBSIDIARY OR AGENT OF SONITROL CORPORATION, CLIENT ACKNOWLEDGES RECEIPT OF A COPY OF THIS AGREEMENT, AND, ECIFICALLY'A NOWLEDGES A C(CCEPTS'T,H-ATT DEALERS LIABILITY ISn LIMITED AS SET m FORTH are IN licensed I \ ^ In certain states alarm agents are licensed and regulated. In this state the agency is,YI-1�sY(S/) THE MONITORING/SERVICE CHARGE IS SUBJECT TO CHANGE AS SET FORTH IN PARAGRAPH 3, ON THE REVERSE SIDE. IN ADDITION, TOGETHER WITH THE FIRST PAYMENT, CLIENT SHALL PAY THE PRO RATA SHARE OF THE MONITORING/ SERVICE CHARGE FOR THE MONTH IN WHICH MONITORING/SERVICE COMMENCED. THIS AGREEMENT IS FOR .A TERM OF FIVE YEARS FROM THE DATE INSTALLATION IS COMPLETED. IF THIS TRANSACTION IS WITH A RESIDENTIAL CLIENT, YOU MAY CANCEL IT AT ANY TIME PRIOR TO MIDNIGHT OF THE THIRD BUSINESS DAY FROM THE DATE OF THIS AGREEMENT. SEE THE ATTACHED NOTICE OF CANCELLATION FORM. WORK ON YOUR INSTALLATION WILL BEGIN APPROXIMATELY AND SHALL BE SUBSTANTIALLY COMPLETED WITHIN APPROXIMATELY WORKING DAYS AFTER COMMENCEMENT SUBJECT TO PERMISSIBLE DELAYS PURSUANT TO THIS AGREEMENT. SONITROL INDEPENDEIF FRAtt1CHIS DEALS DEALER k i uC7llll ADDRESS 2(2e) L CITY STATE PHONE NO�Z—��\ l� LIC. NO SIGNATURE X (DEALER REPRESENTATIVE( APPROVED APPROVED X U` (SONITROL INDEPENDENT FRAN HI1; ED DEALER) a.. SUBJECT TO TERMS ON REVERSE, INCLUDING PARAGR 'H CSIGNATURE X (CLIENT) TITLE lit6ATE -h� ma.n& -11-05 REG. NO. REG. NO _SOMTRoc_ ADDENDUM2c) z? 0-5 C BI Addendum To: L Agreement s•-r'T"tcFr-1-ated: Other Dated: Customer Name \Lc t<©, `L Address City Q� .cam �`` StateTh–X Zip- ' 141 Made this day of . The Customer hereby request, and Sonitrol agrees to install the following: Qty Equipment List 1 Terms 741Conditirl �.�(tw,�f�L(�� -,.L w, L cS,c, N. -• • ,..,at Kc...1 f PLC. S «G;._-1 t t 1...cr` au.. ar—A 1 Alk C`�a.“" LTi -.-.c .Jt "'C-JAE-,Ic.,00L ( Installation $ Monitoring/Maintenance $ Sales Tax $ Sales Tax $ Total $ Total $ Deposit $ Balance Due $ 1 month 1 month FIRE ALARM PLANS AND PER TS. Fire alarm systems require permits and blueprints before the actual installation can begin. The costs of such permits and plans are the Customers responsibility. Sonitrol designed your fire system to comply with National, State and Local codes. The quantity, locations, and type of devices were selected to satisfy the minimum requirements, or taken from supplied blueprints. It is hereby understood that additional devices, equipment, materials, or labor, as well as any required conduit or electrical power is Customer's' responsibility./ DRAFTING $ 1 C r PERMITS $ rV Initials: NA The following items, Terms and Conditions are to be provided by or are the responsibility of the customer unless otherwise indicated: 1) Dedicated 120 VAC city power shall be available as required. 2) No asbestos, toxic chemicals or gases shall be present at the installation site. If found during the course of installations, it shall be the responsibility of the customer to remove same. 3) Building construction is considered to be NON air plenum. 4) All phone line charges, including, but not limited to, phone line installation and monthly service charges. 5) Any cost due to the presence of additional fixtures, equipment, inventory, etc., not existing at the time of contract signing. 6) Additional costs due to state or local codes, changes in building design, construction, customer requirements, tenant improvements shall be paid by the customer. I hereby acknowledge all of the Terms and Conditions above, (TO BE COMPLETED BY SONITROL) Manager +f /�, LA4 Authorization "� Date 3(—S Title License Number e�22 s� Written By Credit Card Information x .t #' Initials: Cus omer's Name (printed or typed) Authorize. Signature a l $- sz1-ex) u iness Phone Residence Phone Cardholder's Name: Credit Card Number: Street Address: Expiration Date: City, State, Zip: Type: Items To Be Charged: Installation Fee: ❑ Monthly Monitoring/Service Fee: ❑ Both ❑ Cardholder's Signature: Your Single Source for Complete Security Verified Audio Detection l Access Control 1 Video Surveillance 1 Fire Detection A two INTERNATIONAL LTD. COMPANY SUPPLEMENTAL AGREEMENT NO. 1 TO SONITROL CLIENT AGREEMENT NO. L208057 By signature hereon, both parties expressly accept and agree that this "Supplemental Agreement No. 1" shall amend and supplement Sonitrol Client Agreement No. L208057, its attached Addendum, and any other documents which are made a part of the Sonitrol Client Agreement No. L208057 by reference or incorporation. Additionally, both parties expressly accept and agree that all such contract documents are complementary, and what is required by one shall be as binding as if required by all. Additionally, both parties expressly accept and agree that, in the event of disagreement, the following order of precedence of documents shall govern interpretation: (a) this signed Supplemental Agreement No. 1 shall have top priority; and (b) the signed Sonitrol Client Agreement No. L208057 and its Addendum shall have second priority. For good and sufficient consideration, which the parties hereby affirm, the parties contractually agree as follows: (1) On the front page of the Sonitrol Client Agreement No. L208057 and on the front page of its Addendum, the client name shall be City of Round Rock, Texas. (2) On the front page of the Sonitrol Client Agreement No. L208057 under "Limited Warranty," the following warranties and guarantees shall apply: (a) $5,000 Performance Warranty - Sonitrol of Austin will pay for the first $5,000 of any loss if a forced entry is not detected and the proper authority is not notified. (b) Satisfaction Guarantee - Sonitrol of Austin will give a full refund of City's installation fee and remove its equipment from City's premises if the system fails to perform as contracted and if City is dissatisfied with its Sonitrol service within three (3) months of initial installation. (c) Service Guarantee - Sonitrol of Austin guarantees the arrival of a service technician, on-site, within two (2) hours from the time of City's emergency service request. Sonitrol of Austin will pay City $50 if it does not respond within this time frame or if it is unable to repair the system, provided that the problem is associated with Sonitrol equipment and is not caused by misuse or abuse of the system, fire, flood, or an act of God beyond the control of Sonitrol. (d) False Alarm Guarantee - If City receives a fine for a false alarm that was dispatched by Sonitrol and not caused by City's personnel, the telephone company or an act of God, then Sonitrol of Austin will represent City in canceling the fine or, if unsuccessful, will credit City's account for the fine. 00082428/jkg 1 (3) On the front page of the Sonitrol Client Agreement No. L208057 under "Limited Warranty," the first sentence of 2. shall be struck through as written: and shall be replaced by the following: 2. In the event any part of the equipment installed shall become defective or inoperative under normal use during the term of this Agreement and any renewal periods which follow the initial term, and DEALER determines the equipment is defective or inoperative, DEALER shall replace or repair such defective part without charge to CLIENT. (4) On the front page of the Sonitrol Client Agreement No. L208057 in the second paragraph preceding signature blocks, the following sentence shall be struck through as written: (5) and shall be replaced by the following: THE MONITORING/SERVICE CHARGE IS NOT SUBJECT TO CHANGE DURING THE TERM OF THIS AGREEMENT AND ANY RENEWAL PERIODS WHICH FOLLOW THE INITIAL TERM. On the front page of the Sonitrol Client Agreement No. L208057 in the paragraph immediately preceding signature blocks, the following sentence shall be struck through as written: and shall be replaced by the following: THIS AGREEMENT IS FOR A TERM OF ONE (1) YEAR FROM THE DATE INSTALLATION IS COMPLETED, AND MAY RENEW FOR THREE (3) SUCCESSIVE ONE-YEAR PERIODS. (6) On the back page of the Sonitrol Client Agreement No. L208057, 2. shall be struck through in its entirety and shall be replaced with the following: 2 (7) 2. The initial term of this Agreement is for one (1) year from the date installation is completed, and may by written agreement of the parties be renewed for three (3) successive one-year periods. Either party may give written notice of cancellation of this Agreement at least thirty (30) days prior to the expiration of the original term or any renewals thereof. Upon termination of this Agreement for any reason, except for cancellation at the end of the initial term or any renewal term as provided for herein, all services by DEALER will terminate and any payments due for services properly rendered shall be paid by CLIENT. There shall be no amounts paid for liquidated damages whatsoever, and CLIENT shall never be liable for same. On the back page of the Sonitrol Client Agreement No. L208057, 3. shall be struck through in its entirety and shall be replaced with the following: 3. DEALER shall not have the right, at any time during the term of this Agreement or any renewal, to increase the charges provided herein. (8) On the back page of the Sonitrol Client Agreement No. L208057, 4. shall be struck through in its entirety and shall be replaced with the following: 4. CLIENT shall be in default of this Agreement for (a) failure to pay the installation charge, (b) failure to pay the monitoring/service charges when due, (c) willfully or negligently causing repeated false alarms, or (d) failure to perform any other substantive obligation under this Agreement. DEALER shall be in default of this Agreement for failure to perform any substantive obligation under this Agreement. Upon default by either party, the other party shall have the right to terminate this Agreement ten (10) days after giving written notice of default if, after the other party's receipt of such written notice, that party has not made substantial good faith efforts to cure such default. Any actual costs incurred by DEALER as a result of a false alarm originating from CLIENT'S premises shall, upon invoice, be promptly reimbursed to DEALER. In the event of a court -adjudicated default under this Agreement, including a default on the part of CLIENT to pay monies due and owing to DEALER, the party judicially found to be in default shall pay actual damages or losses incurred in connection with such default, including costs and expenses incurred by either party including reasonable attorneys' fees, costs, prejudgment interest, and any other reasonable and related expenses. (9) On the back page of the Sonitrol Client Agreement No. L208057, 5. shall stand as written, but with the following express understanding: It is understood and agreed by and between the parties that any written instructions required to be given by CLIENT to cause DEALER to give notice of unauthorized entry or emergency signal to appropriate persons shall be standing order written instructions, and as such, a separate writing shall not be required of CLIENT for individual incidents. 3 (10) On the back page of the Sonitrol Client Agreement No. L208057, 8. shall stand as written, but with the following express understanding: It is understood and agreed by and between the parties that if DEALER removes any part or the whole of the system, DEALER shall leave intact any and all wiring because such has been previously contracted and paid for and the installation of such has been previously contracted and paid for by CLIENT and is the property of CLIENT and not DEALER. In any removal of the system, DEALER shall use reasonable efforts to not damage any part of CLIENT'S premises, and if DEALER does cause damage, then DEALER assumes financial responsibility for repair of same to as near as possible to the condition the premises were in at the time of removal of the system. (11) On the back page of the Sonitrol Client Agreement No. L208057, 12A. shall be struck through in its entirety and shall be replaced with the following: 12A. It is understood and agreed by the parties hereto that City will have and maintain insurance on its own facilities written for personal injury and property loss or damage on City's premises. DEALER shall have and maintain during the term of this Agreement and any renewal periods insurance coverage in an amount acceptable to City, from a company authorized to do insurance business in Texas and otherwise acceptable to City, with certificates of insurance evidencing such minimum coverage in force to be filed with City. The parties acknowledge that the payments to DEALER provided for herein are based solely on the value of the services as set forth herein and are unrelated to the value of CLIENT'S property or the property of others located on CLIENT'S premises, that DEALER makes no guarantee, representation or warranty including any implied warranty of merchantability or fitness for a particular purpose that the system or service supplied will avert or prevent occurrences or the consequences therefrom which the system or service is intended to detect or avert, except for as recited herein and except for the provisions of the Sonitrol Security System Limited Warranty as it may apply to any loss occurring while this Agreement is in force. The parties acknowledge that such warranty is in effect in conjunction with this Agreement. (12) On the back page of the Sonitrol Client Agreement No. L208057, 12B. shall be struck through in its entirety because there are no liquidated damages provisions contained in this Agreement. (13) On the back page of the Sonitrol Client Agreement No. L208057, 12C. shall be struck through in its entirety and shall be replaced with the following: 12C. In no event will DEALER be liable for any loss, damage, cost or expense attributable to negligence, willful misconduct or misrepresentations by City, its directors, employees or agents. In no event shall DEALER be liable to City, by reason of any act or omission relating to the services provided under this 4 Agreement (including the negligence of DEALER), whether a claim be in tort, contract or otherwise, (a) for any consequential, indirect, lost profit, punitive, special or similar damages relating to or arising from the services, or (b) in any event, in the aggregate, for any amount in excess of the total fees paid by City to DEALER under this Agreement, except to the extent determined to have resulted from DEALER'S gross negligence, willful misconduct or fraudulent acts relating to the service provided hereunder. (14) On the back page of the Sonitrol Client Agreement No. L208057, 12D. shall be struck through in its entirety. (15) On the back page of the Sonitrol Client Agreement No. L208057, 12F. shall be struck through in its entirety and shall be replaced with the following: 12F. CLIENT agrees to call to DEALER'S attention, in writing, any apparent defects or omissions relating to the system within a reasonable time of detection. (16) On the back page of the Sonitrol Client Agreement No. L208057, 13. shall be struck through in its entirety and shall be replaced with the following: 13. This Agreement shall be enforceable in Round Rock, Texas, and if legal action is necessary by either party with respect to enforcement of any of the terms or conditions herein, exclusive venue for same shall lie in Williamson County, Texas. This Agreement shall be governed by and construed in accordance with the laws and court decisions of the State of Texas. (17) On the back page of the Sonitrol Client Agreement No. L208057, 14. shall be struck through in its entirety and shall be replaced with the following: 14. CLIENT acknowledges that the provisions of this Agreement dealing with disclaimer of warranties, limitation of liability and indemnification inure to the benefit of and are applicable to Sonitrol Corporation and its subsidiaries and to any subcontractors engaged by DEALER to provide monitoring, maintenance, installation or service of the alarm system provided herein. (18) On the back page of the Sonitrol Client Agreement No. L208057, 15. shall be struck through in its entirety and shall be replaced with the following: 15. If there is any conflict between this Agreement (defined as being the total of Sonitrol Client Agreement No. L208057, its Addendum, any documents incorporated by reference, and this Supplemental Agreement No. 1, in priority order as recited in the first paragraph of this document) and CLIENT'S purchase order or other documents, then this Agreement as defined in this sentence will govern, whether such purchase order or other document is prior or subsequent 5 hereto. The parties agree that this total Agreement package is not assignable by either party except upon advance express written consent of the other party. (19) On the back page of the Sonitrol Client Agreement No. L208057, immediately after 16., the following provisions shall be added: 17. NON -APPROPRIATION AND FISCAL FUNDING This Agreement is a commitment of City's current revenues only. It is understood and agreed that City shall have the right to terminate this Agreement at the end of any City fiscal year if the governing body of City does not appropriate funds sufficient to purchase the services as determined by City's budget for the fiscal year in question. City may effect such termination by giving written notice of termination at the end of its then -current fiscal year. 18. PROMPT PAYMENT POLICY In accordance with Chapter 2251, V.T.C.A., Texas Government Code, payment to DEALER will be made within thirty (30) days of the day on which City receives the performance, supplies, materials, equipment, and/or deliverables, or within thirty (30) days of the day on which the performance of services was complete, or within thirty (30) days of the day on which City receives a correct invoice for the performance and/or deliverables or services, whichever is later. DEALER may charge a late fee of one percent (1%) for payments not made in accordance with this prompt payment policy; however, this policy does not apply to payments made by City in the event: (1) There is a bona fide dispute between City and DEALER concerning the supplies, materials, or equipment delivered or the services performed which causes the payment to be late; or (2) The terms of a federal contract, grant, regulation, or statute prevent City from making a timely payment with federal funds; or (3) There is a bona fide dispute between the parties and subcontractors or between a subcontractor and its suppliers concerning supplies, materials, or equipment delivered or the services performed which causes the payment to be late; or (4) Invoices are not mailed to City in strict accordance with instructions, if any, on the purchase order or the Agreement or other such contractual agreement. 6 19. DISPUTE RESOLUTION If a dispute arises under this Agreement, the parties agree to first try to resolve the dispute with the help of a mutually selected mediator. Any costs and fees, other than attorney fees, associated with the mediation shall be shared equally by the parties. City and DEALER hereby expressly agree that no claims or disputes between the parties arising out of or relating to this Agreement or a breach thereof shall be decided by any arbitration proceeding, including without limitation, any proceeding under the Federal Arbitration Act (9 USC Section 1-14) or any applicable state arbitration statute. IN WITNESS WHEREOF, the parties have executed this Supplemental Agreement No. 1 as indicated below. Christine Martinez, City Secretary Stepha'. Sheets, City Attorney CITY OF ROUND ROCK, TEXAS By: Print :i me: xjct. neS R• Title: i f nancule 4' Date: a- (-65 SONITROL OF AUSTIN By. Printed �me Title: Date: 2 ^ate 7