CM-07-05-080Client Agreement Number L38604
CLIENT NAME CITY OF ROUND ROCK DATE: 4/19/2007
INSTALL AT 111 Bagdad Round Rock Texas 78664
CONTACT PERSON Larry Madsen PHONE (512) 218-8888
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 4/19/2007 which becomes part of this Agreement.
All System equipment is the personal property of the DEALER® CLIENT❑ Telephone company charges included: YES❑ NO
❑ Burglar Alarm Signaling Service
❑ Access Control Service
This Agreement applies to: (Check appropriate categories)
❑Sprinkler Supervisory Signaling Service ❑Hold-up Alarm Signaling Service
®Fire Alarm Signaling Service :ICC-IV/Other
SPECIAL INSTRUCTIONS: Fire monitoring for Fire house # 2. This agreement is will go month to month until RFP has been assigned to a vendor.
The undersigned agrees to pay the DEALER, its agents or assigns the sums of:
INSTALLATION: $ $350.00 Plus Applicable Taxes $ 0
Less Deposit
SERVICES: $ $ .00 Per Month Plus Applicable Taxes
To be billed ❑Annually ❑Semi-annually 0 Quarterly 0 Monthly
BILLING INSTRUCTIONS IF DIFFERENT THAN ABOVE:
City of Round Rock 221 W. Bagdad East Main St. 2nd floor
Name Address
Round Rock
City
TX 78664
State Zip
LIMITED WARRANTY
1. In the event that any part of the equipment installed shall become defective or inoperative under normal use within one (1) year from the date of 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.
2. If CLIENT shall discover a defect in the products supplied under the Agreement, Client should immediately contact DEALER in writing or by telephone, and fully
describe the nature of the defect so that repair service may be rendered.
3. 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.
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, attempted unauthorized repair service, modification or improper installation by anyone
other than DEALER and any other cause beyond the control of the DEALE, 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 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 judgment in selecting or fumishing 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 SPECIFICALLY ACKNOWLEDGES AND ACCEPTS THAT DEALER'S
LIABILITY IS LIMITED AS SET FORTH HEREIN.
In certain states alarm agents are licensed and regulated. In this state the agency is TBPI
THE MONITORING/SERVICE CHARGE IS SUBJECT TO CHANGE AS SET FORTH IN PARAGRAPH 3. IN ADDITION, TOGETHER WITH THE FIRST
PAYMENT, CLIENT SHALL PAY THE PRORATA SHARE OF THE MONITORING/SERVICE CHARGE FOR THE MONTH IN, WHICH MONITORING/SERVICE
COMMENCED.
THIS AGREEMENT IS FOR A TERM OF 60 MONTHS FROM THE DATE INSTALLATION IS COMPLETED (TERM MUST BE COMPLETED). 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. COMMENCEMENT OF WORK
SHALL CONSIST OF THE CUTTING OF HOLES PREPARATORY TO INSTALLATION OR THE STRINGING OF WIRES.
SUBJECT TO ATTACHED TERMS AND CONDITIONS,
INCLUDING PARAGRAPH 12.
SONITROL INDEPENDENT FRANCHISED
DEALER
ADDRESS
CITY,STATE, ZIP
PHONE
Sonitrol
8 Campus Cir. #150
Westlake, TX 76262
512-426-4415
SIGNATURE X
(CLIENT)
TITLE
DATE
SIGNATURE �/
(EALER REPRESENTAT
APPROVED REG NO.
(SONITROL INDEPENDENT FRANCHISED DEALER)
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TERMS AND CONDITIONS SONITROL AGREEMENT NO. I- 38604
1. DEALER agrees to install or cause to be installed, in the premises of the CLIENT, alarm equipment and devices, and to provide a centrally monitored signaling system necessary to
transmit signals from the premises of the CLIENT to DEALER'S central monitoring station in accordance with the attached Security System Quotation. Upon completion of installation
Dealer will thoroughly instruct the CLIENT in the proper use of the Alarm System.
2. After the initial term, this Agreement shall automatically renew for additional terms of one (1) year each unless either party shall give written notice of cancellation at least thirty (30)
days prior to the expiration of the original term or any renewal thereof. Upon Customer's default or cancellation of this Agreement, except for cancellation at the end of the initial term or
any renewal terrn as provided for herein, all services by DEALER will terminate, and all payments then due by CLIENT, or thereafter scheduled to become due through the initial term of
this Agreement, or any renewal term, shall accelerate and become immediately due and payable to dealer.
3. DEALER shall have the right, at any time, to increase the charges provided herein, to reflect any additional taxes, fees or charges relating to the service provided under the terms of
this Agreement which may hereafter be imposed on DEALER by any utility or govemment agency and CLIENT agrees to pay same. So that DEALER may propery adjust its rates to
meet changing c assts DEALER may, at any time after the expiration of one (1) year from the date of this Agreement, increase the monitoring/servicing charges upon giving the CLIENT
notice in writing. In the event the increase exceeds more than 10% and if CLIENT is unwilling to pay the increased charges, CLIENT may terminate this Agreement upon giving notice in
writing to DEALER within sixty (80) days from the effective date of the increase. CLIENTS failure to notify DEALER within said sixty (60) days shall constitute CLIENT'S acceptance of
the increase.
4. DEALER shall have the right to terrninate this Agreement ten (10) days after written notice of nonpayment if CLIENT has failed to make timely payments during the term of this
agreement or if CLIENT willfully or negligently causes repeated false alarms. Any cost incurred by DEALER as a result of a false alarm originating from CLIENT'S premises shall be
promptly reimbursed to DEALER. In the event of any default of this Agreement by CLIENT, including a default for failure to pay monies due and owing to DEALER, CLIENT shall pay
DEALER any and all damages or losses incurred by DEALER in connection with such default, including all costs and expenses incurred by DEALER in collecting any monies due and
owing by CLIENT to DEALER hereunder, reasonable attorney's fees, costs, pre -judgment interest, and any other reasonable and related expenses of collection, all without relief from
valuation or appraisement laws.
5. DEALER agrees to monitor the system from the time CLIENT causes the system to be activated until CLIENT causes the system to be deactivated. Upon receipt of a signal
indicating an unauthorized entry into CLIENT'S premises or an emergency, the DEALER'S operator will make every reasonable effort to identify the signal and, when warranted, will
transmit notice of said signal to the local authority having jurisdiction. If instructed to do so by CLIENT, DEALER will also notify an agent designated in writing by CLIENT. CLIENT agrees
to give DEALER a list of narnes of all persons who shall have the right to enter the premises between any regularly scheduled times for opening and closing the premises and who may
be called upon for a key to enter CLIENT'S premises during such periods.
6. (a) LOCAL ALARM: If DEALER has installed a local alarm, DEALER, upon receipt of information that an audible device is sounding on the premises of CLIENT, will make a
reasonable effort to notify CLIENT or his designated representative by telephone at the phone number and address supplied to DEALER in writing by CLIENT. If CLIENT cannot be
reached
poor does not appear at the above-described premises within thirty (30) minutes from the time DEALER receives information that the audible device is sounding, or if DEALER is
tcalled o hold u DEALER harmless andible alarm to indemnify DEAthe LER from addresse damage, lat any oss or IlENT hereby authorizes and appoints iabiliy which may resultfrom the turning off of the laas its rm by DEALER. to tum off �e said audible devices and agrees
(b) CENTRAL STATION ALARM: If DEALER has installed a central station alarm, DEALER or its designee, shall, without warrant, make every reasonable effort to do the following:
(1) Upon receipt of a burglar alarm signal, transmit the alarm to headquarters of the public police department and notify the CLIENT or his designated representative by calling
the telephone number supplied to the DEALER in writing by CLIENT.
(2)Upon receipt of a hold-up alarm signal, transmit the alarm to headquarters of the public police department.
3Upon receipt of a manual, water flow, smoke or automatic fire alarm signal, transmit the alarm to the public fire department and notify CLIENT or his designated
representative by calling the telephone number supplied to DEALER in writing by CLIENT.
(4)Upon receipt of an emergency signal, notify CLIENT or his designated representative by calling the telephone number supplied to DEALER in writing by CLIENT.
(5Upon receipt of an audio signal indicating an unauthorized entry into CLIENTS premises, DEALER'S operator will make every reasonable effort to identify the sound, and
when warranted transmit notice of said signal to the local police authority and notify the CLIENT or his designated representative by calling the telephone number supplied to DEALER in
writing by CLIENT.
(c)POLICE AND FIRE DEPARTMENT CONNECTED ALARMS: CLIENT acknowledges that if the signals transmitted from CLIENTS premises will be monitored in municipal police
and/or fre departments or other locations, that the personnel of such municipal police and/or fire department or other location are not agents of DEALER, nor does DEALER assume any
responsibility for the manner in which such signals are monitored or the response, if any, to such signals.
7. CLIENT hereby authorizes and empowers DEALER, its agents or assigns, to install the aforesaid system in the designated premises, and to service the system and to make any
necessary inspections, tests and repairs as required. CLIENT understands that alternative or additional protection can be installed at CLIENTS request and expense. CLIENT
acknowledges that DEALER has no way of knowing of the existence of hidden pipes, wires, or other obstructions within walls or other concealed spaces, and it is CLIENT'S obligation to
make DEALER aware of such conditions, failing which DEALER shall have no responsibility whatsoever for any damage that might be caused. Any removal and replacement of carpets
required for installation of pressure mats shall be at the expense of CLIENT. The CLIENT agrees to fumish any necessary electric current through CLIENT'S meter and at CLIENTS own
expense. It is mutually agreed that the work of installation or repair of DEALER inspections and tests of the system shall be performed between the hours of 8:00 o'clock a.m. and 5:00
o'clock p.m., exclusive of Saturdays, Sundays and holidays.
8. It is understood and agreed that DEALER may remove or upon written notice to CLIENT, abandon in whole or in part, the system, if owned by DEALER, that upon termination of
this Agreement DEALER can remove the system without obligation to repair or redecorate any portion of the CLIENT'S premises upon such removal if not unduly harmed by DEALER,
and that the removal or abandonment of such materials shall not be held to constitute a waiver of the right of DEALER to collect any charges which may have been accrued or may be
accrued hereunder.
9. This Agreement may be cancelled, without previous notice, at the option of DEALER, in case DEALER'S Central Station, connection link or equipment within the CLIENTS
premises are destroyed by fire or other catastrophe, or so substantially damaged that it is impractical to continue service, and may likewise be cancelled at the option of the CLIENT, in
the event that the CLIENTS premises is so destroyed or at any time in the event that DEALER is unable either to secure or retain the connections or privileges necessary for the
transmission of signals between the CLIENTS premises and DEALER'S Central Station or between DEALER'S Central Station and the police or other authority, and DEALER shall not
be liable for any damages or subject to any penalty as a result of such termination. Any advance payments made for service to be supplied subsequent to the date of such termination
shall be refunded to CLIENT. CLIENT shall be liable for any delinquent payments for services previously rendered.
10. CLIENT agrees to perform system checks as instructed by DEALER in order to ascertain the system is properly functioning. CLIENT acknowledges that DEALER'S obligation
hereunder relates solely to the services set forth above and to the service of the specified alarm system and that DEALER is in no way obligated to insure the operation of the system or
to maintain or service CLIENTS property or the property of others to which DEALER'S system is connected. Repairs shall be performed as soon as reasonably possible after receipt of
notice by DEALER. CLIENT is solely responsible for proper maintenance of any sprinkler system including provision of heat where necessary and acknowledges that DEALER has no
responsibility for the operation or non -operation of its equipment unless the sprinkler system is at all times in sound working order.
11. DEALER assumes no liability for delays in installation of the equipment, or for interruptions of service due to strikes, riots, floods, fires, acts of God or any cause beyond the control
of DEALER, including interruption of an alarm transmission, and will not be required to supply service to the CLIENT while interruption of service due to any such cause shall continue.
Client understands that alarm signals may be transmitted by telephone, cable, radio or microwave, that all of these are outside the control of DEALER, and DEALER shall have no
responsibility for any failure in transmission of alarm signals by any of these means.
12. LIMITATIONS OF DAMAGES:
A. It is understood and agreed by the parties hereto that DEALER is not an Insurer and that insurance, If any, covering personal Injury and property loss or damage on CLIENTS
premises shall be obtained by CLIENT; that the payments provided for herein ars based solely on the vice of the service as set forth herein and are unrelated to the value of CLIENT'S property or the
property of others located on CLIENTS promises; that DEALER makes no guarantee, representation or warranty including any implied warranty of merchantability or fitness for particular purpose that
the system or service supplied will avert or prevent occurrences or the consequences there from which the system or service is intended to detect or avert, except for the provisions of the Sonitrol
Security System Limited Warranty as it may apply to any loss occurring while this Agreement is In fora and N such warranty is in effect In conjunction with this Agreement.
B. CLIENT'Morowledges it is impractical and extremely difficult to fix the actual damages, if any, which may proximately result from a failure to perforin any of DEALER'S obligations or
a failure or malfunction in is system to properly operate because of, among other things: the uncertain amount or value of CLIENT'S property or the property of others which may be lost or damaged;
the uncertainty of the response time of the police or other authority; the Inability to ascertain what portion, if any, of any loss would be proximately caused by DEALER'S failure to perform any of its
obligations or failure of its equipment to properly operate; the nature of the service to be perfomud by DEALER.
C. CUENT understands and agrees that if DEALER should be found liable for any loss or damage due from a failure to perforin any of its obligations or a failure of the equipment to
properly operate, DEALER'S liability shall be limited to a sum equal to the total of one-half years monitoring payments, or five -hundred dollars, whichever is the lesser, and this liability shall be
exclusive and shall apply if loss or damage, irrespscdve of cause or origin, results directly or indirectly to persons or property from performance or non-performance of any of DEALER'S obligations or
from negligence, active or of envise, of DEALER, Its employees or agents.
D. In the event that the CLIENT wishes DEALER to assume greater liability, CLIENT may, as a matter of right, obtain from DEALER a higher 'knit by paying an additional amount to
DEALER, and a rider shall be attached hereto setting forth such higher limit and additional amount, but this additional obligation shall In no way be interpreted to hold DEALER as an insurer.
E. When CUENT In the ordinary course of business has the property of others In its custody, or the alarm system extends to protect the persons or property of others, CLIENT agrees to
and shall indemnify, defend and hold harmless DEALER, its employees and agents for and against all claims brought by owners of said property arising out of the DEALER service under this
Agreement This provision shall appy to all claims regardless of cause including DEALER'S performance or failure to perform and including defects In products, design, installation, service, menden
or non -operation of the system mister based upon negligence, active or passive, express or implied contract or warranty, contribution or Indemnification, or strict or product liability on the part of
DEALER, Its employees or agents, but this provision shall not apply to claims for Toss or damage solely and directly caned by an employee of DEALER while on CLIENTS premises.
F. CLIENT admowledges that the system installed is as requested and is suitable to Ms purpose, and unless defects or omissions are called to DEALER'S attention, in writing, within
five (5) days after completion of installation, CUENT accepts the system as is.
13. All claims, actions or proceedings, legal or equitable, against DEALER must be commenced in court within one (1) year after the cause of action has occurred or the act, omission
or event occurred from which the claim, action or proceeding arises, whichever is earlier, without judicial extension of time, or said claim, action or proceeding is barred, time being of the
essence in this paragraph.
14. CLIENT acknowledges that the provisions of this Agreement, and particularly those paragraphs relating to disclaimer of warranties, limitation of liability and third -party
indemnification, inure to the benefit of and are applicable to Sonitrol Corporation and its subsidianes and to said subcontractors, or to the Department or other authority to which the alarm
may be transmitted, with the same force and effect as they bind CLIENT to DEALER. CLIENT hereby waives his right of recovery for any toss covered by insurance on the premises or its
contents to the extent permitted by any policy or by taw.
15. If there is any conflict between this Agreement and CLIENT'S purchase order, or any other document, this Agreement will govem, whether such purchase order or other documents
is prior or subsequent to this Agreement. This Agreement is not assignable by CLIENT except upon the written consent of DEALER first being obtained.
16. It is mutually understood and agreed that any representation, promise, advertising or other statement, condition, inducement or warranty, express or implied, whether written or
verbal, not included in writing in this Agreement shall not be binding upon any party and that the Agreement may not be altered, modified or otherwise changed at any time except with
the written consent of each of rties hereto, and in the form of an addendum to this Agreement. If any of the terms or co ditions of this Agreement shall be declared invalid or
inoperative, all of the remain s and condition sh remain in full effect.
SIGNATURE .( DATE —. '67 SIGNATURE X
(DEALER SNTAT
APPROVED
(SONITROL INDEPENDENT FRANCHISED DEALER)
DATE DATE
i
SUPPLEMENTAL AGREEMENT NO. 1
TO SONITROL CLIENT AGREEMENT NO. L38604
By signature hereon, both parties expressly accept and agree that this
"Supplemental Agreement No. 1" shall amend and supplement Sonitrol Client Agreement
No. L38604, its attached Addendum, and any other documents which are made a part of
the Sonitrol Client Agreement No. L38604 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. L38604 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. L38604 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. L38604 under "Limited
Warranty," the following warranties and guarantees shall apply:
(a) $5,000 Performance Warranty - Sonitrol 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 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.
(3)
(c) Service Guarantee - Sonitrol guarantees the arrival of a service technician,
on-site, within two (2) hours from the time of City's emergency service
request. Sonitrol 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 will represent City in canceling the
fine or, if unsuccessful, will credit City's account for the fine.
On the front page of the Sonitrol Client Agreement No. L38604 under "Limited
Warranty," the first sentence of 1. shall be struck through as written:
00113721/jkg 1
is. ci-o;-ow
and shall be replaced by the following:
1. In the event that 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. L38604 in the second
paragraph preceding signature blocks, the following sentence shall be struck
through as written:
(5)
FODTIDA
IINRAGRA H2
t
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. L38604 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. L38604, 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. L38604, 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. L38604, 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. L38604, 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. L38604, 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 fmancial 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. L38604, 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. L38604, 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. L38604, 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. L38604, 12D. shall be struck
through in its entirety.
(15) On the back page of the Sonitrol Client Agreement No. L38604, 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. L38604, 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. L38604, 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. L38604, 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. L38604, 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 hereto. The parties
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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. L38604, 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
CITY OF ROUND ROCK, TEXAS
By:
Printed
Title:
Date:
FO ' CITY, AP ROVED AS TO FORM:
n L. Sheets, hty Attorney
Step
: James R.MU
SONITROL
By:
Pri. d
Title:
Date:
I ',/_ : ,L/ vw '
_r_ *- y
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DATE: April 30, 2007
SUBJECT: City Council - May 4, 2007
ITEM: Action authorizing the City Manager to execute agreement with
Sonitrol for Fire Station No. 2 for Fire Alarm Signaling Service
Installation.
Deuartment: Engineering and Development Services
Staff Person: Tom Word, Chief pf P.W. Operations
Larry Madsen, Construction Manager
Justification:
Installation of Fire Alarm Signaling Service for Fire Station No. 2.
Fundina:
Cost: $350.00
Source of funds: 2002 GO Bonds
Outside Resources: N/A
Background Information: N/A
Public Comment: N/A
Blue Sheet Format
Updated 01/20/04