CM-05-02-028yf j( 1 oril
Req i stt tor 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
Contractor/Vendor Name: Sonitrol - Burglar Alarm Signaling Svcs Assigned Attorney: J. Kay Gayle e1
Amount: 53,264 for 4 years (contract, agreement,amendment,change order, purchase order,etc.) 4���
2-- 14. 05 l: 'stub n t l to w cu-cL
Is Funding Required? Yes X Non *Please return to Laura Rores L C l1.�� ' Ly h
Council Agenda Item Yes Non
Submission to City Manager - Yes X No 0
(see required signatures below before submission to the City Manager)
O Initial Construction Contract
O Construction Contract Amendment r
O Change Order
El Change in Quantity
0 Unforeseen Circumstances
O Initial Professional Services Agreement
O Supplemental Professional Svcs. Agr. _
0 Purchasing/Service Agreement
O Purchase Order
Item(s) to be purchased:
Amount
$272 per month
$3,264 per year
$13,056 for 4 years
O Other (Please clearly identify action on lines below)
Agenda Wording: Consider a Letter of Agreement authorizing a yearly payment of L 2 o Ba s 7
$3,264.00 to Sonitrol for the next 4 years for expenses
of the burglar alarm signaling service.
For Submission to City Man Only
Project Mgr. Signature: ic.•, • ! i Date:
Dept. Director Signature: Date:
City Attomey Signature: J Date:
City Manager Signature: Date: i 1 -05
Approval is required for all items requesting City Managers appnovN.
Finance Approval X❑ Finance -Date and Signature: E. wilson 2/1105
Purchasing -Date and Signature: Howard Baker 01-31-05
El Budget -Date and Signature: Cheryl Delaney 1-31-2005
pradniYWatioNagtpnd ado., 114-04
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 - Burglar Alarm Signaling Svcs Assigned Attomey: J. Kay Gayle
Amount: $3,264 for 4 years (contract, agreement,amendment,change order, purchase order,etc.)
Is Funding Required? Yes
Council Agenda Item
Submission to City Manager - Yes
X
No 'Please retum to Laura Flores
Yes No
X
No
X
(see required signatures below before submission to the City Manager)
Initial Construction Contract
• Construction Contract Amendment
• Change Order aK
QChange in Quantity
Unforeseen Circumstances
Initial Professional Services Agreement
• Supplemental Professional Svcs. Agr. art
Amount
$272 per month
X❑ Purchasing/Service Agreement $3,264 per year
$13,056 for 4 years
• Purchase Order
Item(s) to be purchased:
▪ Other (Please clearly identity action on lines below)
Agenda Wording: Consider a Letter of Agreement authorizing a yearly payment of
$3,264.00 to Sonitrol for the next 4 years for expenses
of the burglar alarm signaling service.
For Submission to City Manager Only
Project Mgr. Signature: Date:
Dept. Director Signature: /P`...t4464 Date: /-eras
City Attorney Signature: * Date:
City Manager Signature: Date:
* Legal Approval is required for all items requesting City Manager's approval.
Finance Approval El Finance -Date and Signature:
▪ Purchasing -Date and Signature:
ElBudget -Date and Signature:
giaAmstratio mo -cn.wl adionAs 11.1-04
DATE: 1/27/05
SUBJECT: City Managers Approval
ITEM: Consider a Letter of Agreement authorizing a yearly payment of
$3,264.00 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 the burglar alarm signaling
services for the Senior Activity Center located at 301 W.
Bagdad, Bldg 2.
Funding:
Cost: $272.00 per month = $3,264 for the year.
Source of funds: PARD Operating Budget
Outside Resources: Sonitrol
Background Information: The Parks & Recreation Department has used
Sonitrol to take care of our security needs for
over ten years. During that time Sonitrol has
proven to be a very reliable company.
Presently our department has three other
facility's being monitored by Sonitrol. It's our
hope to keep our security needs under one
company.
Public Comment: N/A
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CLIENT AGREEMENT copv{
_SONITROL_ NaL 208055
DATE
CLIENT NAME (0%-•%'`CC2.- itiOC_✓`VSCPC._.l)NCSLieq/{/-‘b/111j$PHONE�
VX 7 4
Stale Zip
INSTALL AT `7�34�l R nt.0
Address( City
BILL TO ABOVE 0 BILL TO OTHER
Name Address City State Zip
DEALER agrees to install or cause to be installed and to service, without liability and not as an insurer, during the term of this Agreement, an alarm system
as described on the Security System Quotation dated v'3e+ 20 O 1 which becomes part of this Agreement.
All equipment is the personal property of the Dealer
TELEPHONE CO. CHARGES INCLUDED: Yes
SPECIAL INSTRUCTIONS C% J--
Ltl Client 0
This yreement applies to: (check appropriate categories)
_VBurglar Alarm Signaling Service _Sprinkler Supervisory Signaling Service
_Hold -Up Alarm Signaling Service _Access Control Service
_Fire Alarm Signaling Service _Other
The undersigned agrees to pay the DEALER, its agents or assigns the sums of:
INSTALLATION: $ $
Tax
+vv",."'":(‘-‘"
MONITORING: $
•
(Payable In Advance)
SERVICE
MONTHLY MANAGEMENT REPORT: Yes ErNo ❑ $
$ ($ ) $
Total
$ aTZ ° 9C2.'
(Down Paymen) Balance Upon
- j Cprrptenon
6+.�T eoi—
Tax i Total Payment Mode
t( ...lC. 1 C 1 r
Cr? COMMUNICATION LINK $ �+��- PS• v•C
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 CLIENT'S 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 4 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 varyfrom 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 SPECIFICALLY ACKNOWLEDGES
IS LIMITED AS SET FORTH HEREIN
In certain states alarm agents are licensed and regulated. In this state the agency is
-64
D ACCEPTS THAT DEALER'S LIABILITY
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 INDEPEND NT FRANCHISED �A {%
DEALER - V ' �`� ` ��
ADDRESS ,� W aa..\Cstom'^
CITY
STATE
PHONE N0,1-2 LIC. NO.y 2Z"S�O
SUBJECT TO TERMS ON REVERSE, INCLUDING
PARAGRAPH 12. n
SIGNATURE X T U�
(CLIENT)
TITLE
Main a9
DATE
SIGNATURE X \ , ��`�`ti REG. NO
(DEALER REPRESENTATIVE) X I
APPROVED X
(SONITROL INDEPENDENT HISED D'AILER)
REG NO
_SOMTROc_
ADDENDUM
Addendum To: L Agreement SkDSS Dated:
Other Dated:
Customer Name ,�� (UC �,0 `SLC
Address
3 3-3 ��- •Csr'
City `""` ' l®StateZip��
Made this day of . The Customer hereby request, and Sonitrol agrees to install the following:
Qty
Equipment List
Terms and Conditions
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All C_4::.°...........44 --c_,4-6 $�v:�..e. ,-i.....
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c,p ^t/ 'J`vim _- s, C..\V'f f......0
Installation
Sales Tax
Total
Deposit
Balance Due
$ Monitoring/Maintenance $ lmonth
$ Sales Tax $
$ Total $
1 month
FIRE ALARM PLANS AND PERMITS. Fire alarm systems require permits and blueprints before the actual installation can begin. The costs of
such permits and plans are the Customer's 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 $ "1V V4- PERMITS $ LJ Initials: KJ Y T
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
Authorization
Date
Nuense
Number
Written By M �`
Name
Title
Credit Card Information
Exc #: _ Initials:
Customer's Name (printed or typed)
ares 12- N se), PE
Authorized Signature
al g so
isiness 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 I Access Control 1 Video Surveillance I Fire Detection
A two INTERNATIONAL LTD. COMPANY
Pv]
SUPPLEMENTAL AGREEMENT NO. 1
TO SONITROL CLIENT AGREEMENT NO. L208055
By signature hereon, both parties expressly accept and agree that this
"Supplemental Agreement No. 1" shall amend and supplement Sonitrol Client Agreement
No. L208055, its attached Addendum, and any other documents which are made a part of
the Sonitrol Client Agreement No. L208055 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. L208055 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. L208055 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. L208055 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.
00082388/jkg 1
(3)
On the front page of the Sonitrol Client Agreement No. L208055 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. L208055 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. L208055 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. L208055, 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. L208055, 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. L208055, 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.
On the back page of the Sonitrol Client Agreement No. L208055, 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.
(9)
3
(10) On the back page of the Sonitrol Client Agreement No. L208055, 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. L208055, 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. L208055, 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. L208055, 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. L208055, 12D. shall be
struck through in its entirety.
(15) On the back page of the Sonitrol Client Agreement No. L208055, 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. L208055, 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. L208055, 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. L208055, 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. L208055, 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
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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. L208055, 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.
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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.
A TEST:
Christine Martinez, City Secretary
APPR I ED AS TO FO
Stepha' L. Sheets, City Attorney
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CITY OF ROUND ROCK, TEXAS
By:
Printed
Title:
Date:
James F. Nose, Fe -
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a-i1-os
By:
Printed Name: L'
Title: ✓t;
Date:
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