CM-05-08-152Request for City Council/City Manager Action
En City Council
211
City Manager
RECD AUG 11 2005
F'�rr Administration Use
Submit completed form
or all City
anager and City Council approvals.
Department Name:
Contact Person:
Project
Manager/Resource:
Project Coordinator:
Assigned Attorney:
CITY HALL- PW/FINANCE OFFICES
Teresa Beldsoe
JP BURD
JP BURD
Council or
City Manager
Agenda Date: 27 -May -05
Blue Sheet Wording
Decumertt
Received:
Return to,.
'Return gate:
Project Name: UTILITY BILLING/ACCTS PAYABLE SECURITY
ContractorNendor:
ADT SECURITY SERVICES
Funding Source: UTILITY BILLING/ACCOUNTS PAYABLE 5217
Amount: INSTALL - $6272.00 ANNUAL - $1823.00
Consider a commercial sales agreement authorizing ADT Security to install and maintain key card access systems and door buzzer systems with panic buttons. The installation costs will be
funded by Homeland Security Grant No. 2004 -GE -T4-0015 - Contact Brenda Craytor. Annual service agreement costs will be funded by department.
Finance Information
Is Funding Required? El Yes No
Finance Approval
❑ Finance
Finance
X❑Purchasing
J Budget
Initial Construction Contract
Construction Contract Amendment
Change Order #
Change in Quantity
Unforeseen Circumstances
Initial Professional Services Agreement
Supplemental Professional Svcs. Agr. #
Purchasing/Service Agreement
Purchase Order
Item(s) to be purchased:
Other (Please clearly identify action on lines below)
Amount
INSTALL - 6272.00
ANNUAL - 1823.00
n/a L. Olsen
E. Wilson
Howard Baker
Cheryl Delaney
Date
Date
Date
Date
5/24/2005
5/24/2005
5/24/2005
5/24/2005
For Submission to City Manager Only
Project Mgr. Signature:
Dept. Director Signature:
City Attorney Signature*:
City Manager Signature:
Date: S 12.4 I o S
'Alps
Date: 4//t/ o
Date: Q ✓ -I2-05
Date:
provai is required for alt items requesting City Manager's approval.
Updated 3-9-05
BLUE SHEET FORMAT
DATE: 5/19/05
SUBJECT: City Manager's Approval
ITEM: Consider a commercial sales agreement authorizing ADT Security to install
and maintain key card access doors, buzzer door control and panic
buttons at City Hall Utility Billing Dept. and Accounts Payable office. The
installation cost will be funded by Homeland Security Grant
No. 2004 -GE -T4-0015. Annual service agreements costs will be funded
by Department.
Department: Public Works Utility Billing / Finance Accts Payable
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: $6,272 Installation / $1,823 Annual service agreement
Source of funds: Homeland Security Grant Funds / Util Billing / Finance
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
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
TOWN NO.
CUSTOMER NO.
JOB NO.
Date
8/4/2005
To: (Customer Name and Address)
City of Round Rock City Han
221 E Main St
Attn:
Round Rock, TX 78664
Hassan Farhat
Tel. rf42-218-6643
ADT proposes to install or cause to be installed the equipment and furnish the services indicated herein:
QTY.
DESCRIPTION LOCATION (BE SPECIFIC)
This Line Reserved for Control Sets or Packages
1 ADT Pkg N -1000 -IV -X, (4)S4, X4, (4)Omni30
1 24VDCAocass Power Controller
2 Battery 12V 7AH
1 Door Release Qashbar for Magnetic Lock
1 Armored E or Cord
1 Single Door Magnetic Lock
2 24VDC Eledric Door Strike
1 Door Closer
1 Indoor C2r Dome, Cir Col, HI 2.9mm, NTSC
1 Outdr HsgW/W Mnt,Hi-Res C2r Cam W/2.8-12MM AI Lens
1 4 Channel Voice Dialer
3 Hold -Up Switch
3 3 Call Master
1 Flush Mt 2 -Gang SS Sub
1 Door Release Relay
1 12VDC 2.5A Power Supply
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
perry of the Customer upon payment
isaf 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
❑ Fire Alarm 0 Hold Up Alarm
❑ Burglar Alarm 0 Duress
❑ Supervisory 0 Other
Direct Connection Service PNP
To
Using:
D Digital Communicator
❑ Leased Line
❑ Derived Local Channel
❑ Telephone Charges Not Included
In ADT Billing
Maintenance) NP
Inspections P NP
Number per Year
Investigator Response
❑ Interior 0 Exterior
Supervised/Scheduled
Opening/Closing
Opening/Closing Logging
Opening/Closing Reports
Other
P NP
11 the Familiarization Period
is accepted Customer,
please initial here.
If Maintenance Service is
declined, Customer,
please initial here.
P NP
P (N%
For the sum of $ 6,272.00 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.
$ $1.823.00
per annum, effective from the date service is operative under
this agreement. '
ADT _he44-k v the righty in r cc th anal crrvi h roc K r 1 ycar.
In the event of termination prior to the end of the contract term, the Customer agrees to pay, :a-odditi n t
any charges for services rendered prior to termination, iileeir
fit., ,.,,....N6„di.,fe. „f fit„ .,y.,,,,,,,,,. d as lige;d,.t.,d ean,ag,. (1%An„t as 0 p.,rulty). .. .
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
Agreement 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
secure a window, door or other protected point, or improperly adjusting monitors or accessory components,
there shall be a service charge to the Customer.
Contractors, said installation charge shall be subject to revision.
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 t - authority to engage ADT to carry out the installation in the premis-
es and co ply with all lawse:es, and regulations pertaining to the use of the equipment/services.
•
Agent
Form F2881-NLO5 (2/00)
Customer 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 or other document that
-the Customer may issue. 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.
4 •
�re
Title
4-ki h )cx,inacry 6-12-D5
I Date
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 ADT shall be to return to the Customer the
amount, if•any, paid to ADT upon signing of this
Agreement.
°D 1997 AUT Security Services
SUPPLEMENTAL AGREEMENT NO. 1
TO ADT COMMERCIAL SALES AGREEMENT
FOR CITY OF ROUND ROCK CITY HALL
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:
accrued -hereunder,
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
00089311/jkg 1
Cm -Ds. ES 2,
near as possible to the condition the premises were in at the time of removal of the
system.
On the back page of the ADT Agreement, under "Terms and Conditions," alt seven
paragraphs under A. are not applicable, and shall be omitted in their entirety.
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.
On the back page of the ADT Agreement, ander "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.
On the back page of the ADT Agreement, under "Terms and Conditions," D. is not
applicable, and shall be omitted in its entirety.
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 inconnection 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 shallbe 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.
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:
(17)
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 ADTe to provide monitoring, maintenance;
installation or service of the alarm system provided herein.
(22)-- On the backpage of the ADT Agreement,
following shall be added and shall prevail over the printed terms and Conditions;" the
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, whethersuch 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 otherSuch 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
CITY OF ROUND ROCK, TEXAS
By:
Print•d +me: ce.meT g. NO%eJ1 FE•
Title: IT) Cu) Cy
Date: e,-( - 05
Christine Martinez, City Secretary
APP O D AS TO FO .
Stephan . Sheets, City Attorney
ADT SECURITY SEVICES, INC.
By: ���' tr4t-
Printed Name: Pb -..c vy'
Title:1*),t�tr Cc Meisrc.,at SaXe.s —
Date: P , . X21 o S`