CM-05-03-057C
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: Public Works Project Manager/Resource: Hassan Farhat/JP Burd
Contact Person: Hassan Farhat/JP Burd Council Meeting Date:
Project Name: WTP Security Funding Source:
Contractor/Vendor Name: ADT Security Services Assigned Attorney:
Amount
5217-200-41000
$16.682 Installation / $6,288 annual (contract, agreementamendment.change order, purchase order,etc.)
Is Funding Required? Yes
Council Agenda Item Yes
Submission to City Manager - Yes
X
X
No
No
No
X
(see required signatures below before submission to the City Manager)
X❑ Initial Construction Contract
▪ Construction Contract Amendment tt
▪ Change Order g
Change in Quantity
n Unforeseen Circumstances
• Initial Professional Services Agreement
• Supplemental Professional Svcs. Agr. 8
Purchasing/Service Agreement
O Purchase Order
Item(s) to be purchased:
O Other (Please clearly identify action on lines below)
-2/-0S Rc fi_t,_rr1 40 JP
Cc : I-\/niV1
Amount
516,662 Installation
$6,288 annual service agreement
Agenda Wording: Consider a commercial sales agreement authorizing ADT Security to install and maintain
security cameras and gate control system at the City's WTP. The installation cost will be
funded by Homeland Security Grant funds received through Fire Marshall Keith Tanner.
Annual service agreement costs will be funded by department.
For Submission to City Manager Only
Project Mgr. Signature:
Dept. Director Signature
City Attorney Signature:
City Manager Signature:
Finance Approval
Date: 11 it. oS
Date.
Date: 3
Date:
a pproval is required for all items requesting City Manager's approval.
❑ Finance -Date and Signature: n/a L. Olsen 3-16-05 E. Wilson 3/16/05
ElPurchasing -Date and Signature. Howard Baker 03-16-05
X❑ Budget -Date and Signature: Cheryl Delaney 3/15/2005
g/alfminissatonlcmgr-ccuncd action.xls 11-1.04
BLUE SHEET FORMAT
DATE: 3/11/05
SUBJECT: City Manager's Approval
ITEM: Consider a commercial sales agreement authorizing ADT Security to install
and maintain security cameras and gate controls at the City's WTP
Facility. The installation cost will be funded by Homeland Security Grant
Funds received through Fire Marshall Keith Tanner.
Annual service agreements costs will be funded by Department.
Department: Public Works Utilities
Staff Person:
Justification: Consistent with the City of Round Rock's policies and
practices to protect the assets and resources, and due to the
national and local homeland security needs and demands, this
program will enhance the means and methods to provide a
secure and safe environment at City facilities and installations.
Funding:
Cost: $16,662 Installation / $6,288 Annual service agreement
Source of funds: Homeland Security Grant Funds / PW Util. Operating Budget
Outside Resources: ADT Security Services
Background Information:
Public Comment: NA
Blue Sheet Format
Updated 01/20/04
Rev.110304
COMMERCIAL SALES
PROPOSAL/AGREEMENT
TOWN NO.
CUSTOMER NO.
JOB NO.
Date
2/15/1005
ADT Security Services, Inc. ("ADT")
ADT Security Services, Inc.
1817 W Braker Ln
Ste F-400
Austin, TX 78758
Address:
Tel. No. 512-832-2943 Sales Rep: Jim Scoggins
To: (Customer Name and Address)
City of Round Rock Water Treatment Plant
Westinghouse Rd
Attn
Round Rock, TX 78681
Hassan Farhat
Tel. No. 512-218.5500
ADT proposes to install or cause to be installed the equipment and furnish the services indicated herein:
QTY
DESCRIPTION LOCATION (BE SPECIFIC)
6
1
1
2
2
1
1
7
7
1
1
3
1
1
1
This Line Reserved for Control Sets or Packages
Outdoor Hsg WANeII Mnt, Hi -Res Lowl ght Or Cam W/550MM Al Lens
Outdoor Hsg WANeII Mnt, Hi -Res Lowl ght Clr Cam W/2.8-12MM Al Lens
Video Dome Indoor, Dm Sink, Cal HI Var Al 3-6, NTSC
PelooNet IP Network Video Transmission Transmitter
PelcoNet IP Network Video Transmission Receiver
24-28VAC 16 Channel Rade Mount CCTV Power Supply
DX8000 Rack Mount Kit
16 CH ENR NTSCIPAL 250GB w 0 -RW
Surge Protector - Isolated Coax Protector for CCTV
Surge Protector - CCTV Coax Installation
Surge Protector - 6 Outlet Heavy Duty
Surge Protector - 120V Hard Wre Heavy Duty
Surge Protector -120 Volt Single Outlet
Monitor Cola 14" NTSC/PAL 700TVL
Monitor Color 21" 120/220V
DX8000 16 CFI Mux Spot Monitor (CALL PELCO FACTORY)
Outdoor Gate Entry Handsfree Speaker Phone
Multi Number Auto Dialer VV/Release Relay
Setup and Programming
Customer to provide phone extension tom phone system for connection of
Gate Entry Handsrree speaker phone b brier's phone system.
Customer to provide Network connection in Lab and Utility buildings for connection
of Pelconet receivers/transmitters for video transmission between buildings.
This agreement is hereby modified from a term of 5 (Five) years, to a tens of 1 (One)
year only. There shall be no automatic renewal term. 1 year term shall commence upon
System completion and Customer acceptance.
Licensed by: Texas Commission on Private Security
P.O. Box 13509
Austin, TX 78711
512-238.5858
Cus omer acknowledges that: (a) ADT has explained the full range of protection, equipment, and services available
to Customer; (b) additional protection over and above that provided herein is available and may be obtained from
ADT at an additional cost to the Customer; and (c) Customer desires and has contracted for only the equipment
and services itemized on this Agreement.
Type of Transaction
❑ Direct Sale (equipment to become
prperty of Inc Customer upon payment
Selling Price indicated below in full).
System to remain property of ADT.
ADT may remove or upon written notice to
the Customer, abandon In whole or in part,
all devices, instruments, appliances, cabi-
nets, and other materials associated with
the system, upon termination of this agree-
ment, without obligation to repair or re-
decorate any portion of the Customer's
premises upon such removal, and the re-
moval or abandonment of such materials
shall not be held to constitute a waiver of
the right of ADT to collect any charges
which have been accrued or may be accrued
hereunder.
Services To Be
Provided
P - Provided
NP - Not Provided
(Circle One)
Central Station Signal
Receiving and Notification Service
D Fire Alarm 0 Hold Up Alarm
0 Burglar Alarm 0 Duress
❑ Supervisory 0 Other
Direct Connection Service
To
Using:
0 Digital Communicator
0 Leased Line
D Derived Local Channel
❑ Telephone Charges Not Included
In ADT Billing
Maintenance
Inspections
Number per Year
Investigator Response
0 Interior 0 Exterior
Supervised/Scheduled
Opening/Closing
Opening/Closing Logging P
Opening/Closing Reports P
Other P N
P
P
NP
)NP
P
P(CP
P
If the FerMiairation Period
is accepted Customer,
please initial here.
II Maintenance Service is
declined, Customer,
please initial here.
For the sum of $ 16,662.00 payable UPON COMPLETION
upon acceptance of this proposal and the balance payable upon completion of the installation and as a pre-
condition to activation of the system and, if applicable, connection to central station or direct connection
service. In addition for the service(s) to be provided as Indicated above, Customer agrees to pay
$ 6,288.00
per annum, effective from the date service is operative under
this agreement.-Afl.xlp.. f: -e ,ee.e, 144regaeement en -II 9„ e..t-malls-11, ,e..e.-able ,ee.lg enl.,ee L,.a.:
In the event of termination prior to the end of the contract term, the Customer agrees to pay,
any charges for services rendered prior to termination, r
).
The Customer agrees to pay, in addition to the service charges above, any false alarm assessments, taxes,
fees or charges that are imposed by any governmental body, telephone or signal transmission company (for
numbering or other changes) or costs of ADT related to reprogramming alarm controls and other devices to
comply with such numbering or other changes relating to the installation or service provided under this
Ag- mgnt and to pay any increase in charges to ADT for facilities required for transmission of signals under
this Agreement.
In the event ADT's representative is sent to the Customer's premises in response to a service call or alarm
signal caused by the Customer improperly following operating Instructions or, failing to close or properly
ure a window, door or other protected point, or improperly adjusting monitors or accessory components,
there shall be a service charge to the Customer.
Custome Acceptance
In accepting this Proposal. Customer agrees to the
terms and conditions contained herein including
those on the reverse side. It is understood that they
shall prevail over any variation in terms and condi-
tions on any purchase order
Any changes in the system
requested by the Customer after the execution of
this Agreement shall be paid for by the Customer
and such changes shall be authorized in writing
ATTENTION IS DIRECTED TO THE WARRANTY,
LIMIT OF LIABILITY AND OTHER CONDITIONS ON
REVERSE SIDE.
Customer warrants that the Customer: (1) has requested the equipment/services specified in this Agreement
for its own use and not for the benefit of any third party, (2) owns the premises in which the equipment is
being installed or that Customer has the authority to engage ADT to carry out the installation in the premis-
es and comply with all laws, c es, and regulations pertaining to the use of the equipment/services.
By
APO
Agent
4, $hrwi,sd nanratantativa of AOT
This Agreement is not binding unless approved in
writing by an authorized Representative of ADT. In
the event of failure of such approval, the only liability
of AOT shall be to return to the Customer the
amount, if any, paid to AUT upon signing of this
Agreement.
SUPPLEMENTAL AGREEMENT NO. 1
TO ADT COMMERCIAL SALES AGREEMENT
FOR CITY OF ROUND ROCK WATER TREATMENT PLANT
By signature hereon, both parties expressly accept and agree that this
"Supplemental Agreement No. 1" shall amend and supplement ADT Commercial Sales
Proposal/Agreement (hereafter the "ADT Agreement"), and any other documents which
are made a part of the said ADT Agreement 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 ADT Agreement
and any addenda 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 ADT Agreement, in the upper right-hand block, the
following shall apply: the customer name shall be City of Round Rock, Texas; and
the customer address shall be 221 East Main Street, Round Rock, Texas 78664; and
the customer telephone number shall be 512-218-5401; and the person to whose
attention the contract shall be directed shall be Hassan Farhat at 512-218-6643.
(2) On the front page of the ADT Agreement, in the right-hand block labeled "Type of
Transaction," the following shall be struck through as written:
and shall be replaced by the following:
ADT may remove or, upon written notice to the Customer, abandon in whole or in
part all devices, instruments, appliances, cabinets, and other materials associated
with the system, upon termination of this agreement, but it is understood and
agreed by and between the parties that if ADT removes any part or the whole of the
system, ADT shall leave intact any and all wiring because such wiring is the
property of Customer and not ADT. In any removal of the system, ADT shall use
reasonable efforts to not damage any part of Customer's premises, and if ADT does
cause damage, then ADT assumes financial responsibility for repair of same to as
00083297/jkg 1
Cm -0S- a3
near as possible to the condition the premises were in at the time of removal of the
system.
(3) On the back page of the ADT Agreement, under "Terms and Conditions," all seven
paragraphs under A. are not applicable, and shall be omitted in their entirety.
(4) On the back page of the ADT Agreement, under "Terms and Conditions," all four
paragraphs under B. are not applicable, and shall be omitted in their entirety.
(5) On the back page of the ADT Agreement, under "Terms and Conditions," the first
paragraph under C. shall be struck through and the following shall be added and
shall prevail over the printed terms:
C. Maintenance -- The reverse side of this agreement indicates that maintenance
service is being provided. The maintenance charge shown is not subject to change
during the term of this Agreement. In the event any part of the equipment installed
shall become defective or inoperative under normal use during the term of this
Agreement, and ADT determines the equipment is defective or inoperative, ADT
shall replace or repair such defective part without charge to Customer. The
expense of all extraordinary maintenance and repair due to alterations in the
Customer's premises, alterations of the system made at the written request of the
Customer, or made necessary by changes in the Customer's premises, damage to
the premises or to the alarm system, or to any cause adjudicated to be beyond the
control of ADT, shall be borne by the Customer. The Customer agrees to furnish
any necessary electric current through the Customer's meter and at the Customer's
own expense with an outlet within ten (10) feet of the ADT Control Panel. It is
mutually agreed that the work of installation and ADT's repairs of the system shall
be performed between ADT's normal working hours of 8:00 am to 4:30 pm Monday
through Friday, except holidays.
(6) On the back page of the ADT Agreement, under "Terms and Conditions," D. is not
applicable, and shall be omitted in its entirety.
(7) On the back page of the ADT Agreement, under "Terms and Conditions," the
following shall be added and shall prevail over the printed terms:
7.1. The original term of this Agreement is for one (1) year from the date
installation is completed. Either party may give written notice of cancellation of
this Agreement at least thirty (30) days prior to the expiration of the original term.
Upon termination of this Agreement for any reason, except for cancellation at the
end of the original term, all services by ADT will terminate and any payments due
for services properly rendered shall be paid by Customer. There shall be no
amounts paid for liquidated damages whatsoever, and Customer shall never be
liable for same.
2
(8)
(9)
On the back page of the ADT Agreement, under "Terms and Conditions," the
following shall be added and shall prevail over the printed terms:
8.1. ADT shall not have the right, at any time during the term of this Agreement,
to increase the charges provided herein.
On the back page of the ADT Agreement, under "Terms and Conditions," the
following shall be added and shall prevail over the printed terms:
9.1. Customer shall be in default of this Agreement for (a) failure to pay the
installation charge, (b) failure to pay the maintenance charges when due, or (c)
failure to perform any other substantive obligation under this Agreement. ADT
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. In the event of a
court -adjudicated default under this Agreement, including a default on the part of
Customer to pay monies due and owing to ADT, 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.
(10) On the back page of the ADT Agreement, under "Terms and Conditions," the
following shall be added and shall prevail over the printed terms:
It is understood and agreed by and between the parties that any written instructions
required to be given by Customer to ADT shall be standing order written
instructions, and as such, a separate writing shall not be required of Customer in
individual instances.
(11) On the back page of the ADT Agreement, under "Terms and Conditions," E. shall
be struck through in its entirety and the following shall be added and shall prevail
over the printed terms:
11.1. 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. ADT shall have and maintain during the term of
this Agreement 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 ADT provided
for herein are based solely on the value of the services as set forth herein and are
unrelated to the value of Customer's property or the property of others located on
3
Customer's premises, that ADT 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 ADT's 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 ADT Agreement, under "Terms and Conditions," the
following shall be added and shall prevail over the printed terms:
12.1. In no event will ADT 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 ADT be liable to City, by reason of
any act or omission relating to the services provided under this Agreement
(including the negligence of ADT), 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 ADT under this Agreement, except
to the extent determined to have resulted from ADT's gross negligence, willful
misconduct or fraudulent acts relating to the service provided hereunder.
(13) On the back page of the ADT Agreement, under "Terms and Conditions," F. is not
applicable, and shall be omitted in its entirety.
(14) On the back page of the ADT Agreement, under "Terms and Conditions," I. is not
applicable, and shall be omitted in its entirety.
(15) On the back page of the ADT Agreement, under "Terms and Conditions," J. shall
be struck through in its entirety.
(16) On the back page of the ADT Agreement, under "Terms and Conditions," K. shall
be struck through in its entirety.
(17) On the back page of the ADT Agreement, under "Terms and Conditions," L. shall
be struck through in its entirety.
(18) On the back page of the ADT Agreement, under "Terms and Conditions," N. shall
be struck through in its entirety.
(19) On the back page of the ADT Agreement, under "Terms and Conditions," the
following shall be added and shall prevail over the printed terms:
4
19.1. Customer agrees to call to ADT's attention, in writing, any apparent defects or
omissions relating to the system within a reasonable time of detection.
(20) On the back page of the ADT Agreement, under "Terms and Conditions," the
following shall be added and shall prevail over the printed terms:
20.1. 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.
(21) On the back page of the ADT Agreement, under "Terms and Conditions," the
following shall be added and shall prevail over the printed terms:
21.1. Customer 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 ADT Security Services, Inc. and its subsidiaries and
to any subcontractors engaged by ADT to provide monitoring, maintenance,
installation or service of the alarm system provided herein.
(22) On the back page of the ADT Agreement, under "Terms and Conditions," the
following shall be added and shall prevail over the printed terms:
22.1. If there is any conflict between this Agreement (defined as being the total of
ADT Commercial Sales Proposal/Agreement, any addenda, any documents
incorporated by reference, and this Supplemental Agreement No. 1, in priority
order as recited in the first paragraph of this document) and Customer'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
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.
(23) On the back page of the ADT Agreement, under "Terms and Conditions," the
following shall be added and shall prevail over the printed terms:
23.1. 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.
5
(24) On the back page of the ADT Agreement, under "Terms and Conditions," the
following shall be added and shall prevail over the printed terms:
24.1. PROMPT PAYMENT POLICY
In accordance with Chapter 2251, V.T.C.A., Texas Government Code, payment to
ADT 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. ADT 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 ADT 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 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.
(25) On the back page of the ADT Agreement, under "Terms and Conditions," the
following shall be added and shall prevail over the printed terms:
25.1. 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 ADT 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.
6
TEST:
ic,,;,u)/)‘ •
Christine Martinez, City Secretary
AP r VEDtS TO ORM:
.J4A
Stepha L. Sheets, City Attorney
CITY OF ROUND ROCK, TEXAS
By: �v
Printed N e: ja -fl(', . �; e% PC---
yyla L',4'
Date: 3 , - Ott
ADT SECURITY SERVICES, INC.
By: 94c
Printed Name: /tr_e
Title:�� (Cv .ter t Si,(et (1.-iGs--
Date: 3/a
7