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CM-2015-884 - 9/8/2015PENDING FINAL SIGNATURE FROM OTHER PARTY ALARM MONITORING SERVICES SUBSCRIPTION AGREEMENT ekmec-H� BALER AND l6RVICE Corporate Office 3404 Garden Brook Drive, Dallas, TX 75234 (469) 522-6000 State License No. B06910 SUBSCRIBER I BUYER NAME AND ADDRESS: Name Rock -N -River Street 3300 E. Palm Valley Blvd. City, State Round Rock, TX (Area Code) Telephone Number _ I. MONITORING SERVICES SUBSCRIPTION 512-671-2891 78664 A. Monitoring Fees 1. Entech Sales and Service. Inc, a Texas corporation ('Seller), snail provide monitoring services as desvibed hemin subject to Ne terms and conditions set form In this contrad. Buyer shall pay a monitoring fee as set form in sub -section A.2. balm (ihe'm riitoring fee') and such addurmal charges as set form herein (inducing, without throation, maintenance fees and charges). 2. Buyer shall have the option of prepaying the monthly monitoring fee aging to the fdloeing schedule. 360 annually Intrusion Monitoring B. Term 1. The teem of this conbad shall W month to month beginning 1st Day of August 2015 and she renew automatically upon the expiration of each successive term except that either party shall have the option to terminate this contract by delivery of written notice by certifiee mail, return receipt requested, to the other parry at least WM days prior to the ex0rabon of any tens. Notevinstaneirg Me foregoing, Buyer shall have the right to Prepay the monitoring In as described in Subsection LA.2. above. 2. It Buyer temanates this centrad poor to the expiration of 07-31-15 r 12 1 months. Buyer shall pay Seller, in addition to any other amounts owed by Buyer M Seller, an amount equal to three times the monthly rtonitoring fee In effect as of the data of minambon to compensate Seller for such early temuretion. The fomgdng three month payment is in addition to, and trot in lift of, any other damages Seller Inlay HIM as a result of Buyers temina4on Under cele contract. C. Additional Charges 1. Sellers monitoring fee is subject to panodic adlusanents provided that Buyer is given written notice thereof at least tinny days pnor to Ne effective date of such adjusmlem. Notwtthstandfng any other provision hereof and provided Buyer Is not in default hereunder, Buyer shall have the option to temunate this contract by delivery of wnften notice by Miffetl mail, mean receipt requested to Seller witrun fifteen days ager notice of adjusbnent is received. Buyers failure to timely deliver such written notice of termination to Seller shall constitute acceptance of the adjusted monitoring fee. 2. Buyer shall bear all costs incurred in responding to proper activation of the alarm signaling system, including. withaut limitation all telephone company response charges and police, fire depannant or private sewnty patrel depatch charges. II. DAMAGES AND LIABILITY PROVISIONS A. General 1. BUYER ACKNOWLEDGES THAT THE ALARM SYSTEM AND SERVICES ARE DESIGNED SOLELY FOR THE PURPOSES OF DETECTING OCCURRENCES OF FORCED ENTRY, THEFT, FIRE AND OTHER EMERGENCIES AND NOT FOR THE PURPOSE OF PREVENTING SUCH OCCURRENCES AND SELLER SHALL NOT BE RESPONSIBLE FOR ANY DAMAGE OR LOSS CAUSED BY SUCH OCCURRENCES. 2. Buyer shall maintain adequate insurance coverage for the premises and Its contents for losses arising from burglary, theft, robbery, firm, water damage. Ads of God and other reasonably foreseeable causes. 3. Buyer shall carlply with all reasonable requests and guidelines of Seller regarding use and operation of the alarm signaling system. B. Liability 1. Seller is hot an insurer and payments described herein are based solely upon the value of the services herein described not upon the value of the property to be protected. It is not the intent of the parties that Seller assurne responsibility for any loss or Manage caused by burglary, Heft, robbery, fire. Ads of God or other causes. Notwithstancing the above provisions if any IiaNlily Metal ansa an the pan of Seller under this contrail whether due to equipment malfunctions, signal interruptions, Ads of God da negligence of Seller or otherwise, such liability shall be limited to the lesser of $250.00 or six (6) Gras the Monthly service charge, which sum shall be paid and received as liquidated Haman, Buyer acknowledges that any such liability as herein set forth is fixed! as liquidated damages and this recovery shall be complete and exclusive. 2. Buyer agrees to and shall indemnify and hold hamtless Seller, its employees, agents and subcontractors tram and against all claims, lawsuits and losses, including reasonable attorneys' fees. asserted against and alleged to be caused by Sellers pedo m once, negligent pedomance or failure to perform its obligations under this contract. SEE ADDITIONAL TERMS AND CONDITIONS ON THE REVERSE SIDE HEREOF WHICH ARE FULLY INCORPORATED AND A PART OF THIS AGREEMENT. EXECUTED.,.Williamson County City of Round Rock , Texas,ondus 3rd tlayof August 2015 Entech$ales and Service, Inc. By: NOTICE: COMPLAINTS OR INOUIRI ES REGARDING ENTECH SALES AND SERVICE, INC. MAY BE DIRECTED TO: /I_ ,'2pirs- pq4 Texas Board of Phvate lnveMptors and P,ivate Securities Agandes,P.O. Box 13509, Austin, Turas 787o(5IV47394,1 III. MONITORING AND DEFAULT PROVISIONS A. False Alarms Buyer shall pay all fines, penalties and charges levied against Seller or Buyer for any false alarms. Buyer shall cooperate with Seller to determine the cause or source of any false alarms and to prevent the occurrence of any further false alarms. B. Dispatch of Authorities If more than five false alarms which result in the dispatch of local authorities occur within any twelve month period, Seller shall not be responsible for dispatching the local authorities unless prior thereto Buyer reasonably satisfies Seller that the cause of the false alarms has been corrected and Buyer obtains written evidence of Seller's satisfaction. Seller shall make a reasonable effort to notify Buyer of its decision to cease the dispatch of local authorities due to excessive false alarms. C. Obligation as to Use and Maintenance of the System 1. Buyer shall fully and accurately disclose to Seller the information requested in the Emergency Contact Information Sheet furnished to Buyer and shall update such information in writing. Buyer acknowledges that such information is essential to the performance of Seller's obligations under this contract and that Seller shall attempt to contact only the designated individuals at the telephone number indicated on the Emergency Contact Information Sheet. 2. Buyer Shall be responsible for (i) providing qualified or competent employees of representatives to activate and disarm the alarm signaling system (ii) maintaining the telephone lines connecting the premises in proper working order (iii) providing and maintaining an adequate source of power to the system and (iv) all other maintenance requited to keep the alarm signaling system in proper working condition but Seller shall be responsible for all maintenance and repair of the RF Transmitter Unit (if applicable). 3. Buyer shall obtain all necessary alarm permits (if required) and provide Seller with the assigned permit number. Buyer shall imme- diately notify Seller by certified mail, return receipt requested of any suspension, termination or revocation of any required permit or license of Buyer related to the alarm signaling system. 4. Buyer shall Contact Seller immediately upon the occurrence of any defect or malfunction of the system, telephone lines, RF Transmit- ter Unit or any other component of the system. D. Alarm Monitoring Procedure 1. In responding to an alarm activation report, Seller shall make reasonable effort to undertake the procedure described in the monitoring Response Procedures furnished to Buyer upon its execution of this contract. 2. All telephone calls and conversations which are received by Sellers monitoring facility shall be recorded by Seller. E. Alarm Transmission 1. Buyer acknowledges that Seller cannot provide adequate response to alarms unless a report of the alarm activation is transmitted from the Buyers premises to Sellers Central Monitoring Station. 2. Seller disclaims responsibility for the transmission of alarm signals over the telephone or other transmission facilities, including without limitation, the RF Transmitter Unit. Buyer expressly acknowledges that the transmission of alarm signals may be interrupted distorted or eliminated entirely by factors totally beyond Sellers control. For example, Buyer acknowledges that in the event alarm signals are not received as a result of a disconnection, malfunction or other interruption of the telephone service or any other transmission facility(ies). Seller will have no notice or knowiedge of the alarm activation. 3. The transmission of the alarm signals will interrupt and disconnect any telephone communication in progress at the time the alarm system is activated. 4. Buyer shall provide and pay for all telephone or alternate transmission facility charges and tariffs and any increase in or addition to such charges and tariffs. F. Default 1. The Buyer shall be in default upon the occurrence of any of the following events or conditions: a. Failure to timely pay Seller the monitoring fee or any other charges or fees payable to Seller as contemplated by this contract, including, without limitation, all maintenance or repair charges. b. Failure to comply with all material terms and conditions of this contract. c. Failure to obtain and maintain in full force any and all permits or licenses required by any governmental authority including, without limitation, all commissions, boards, subdivisions or agencies thereof. d. Buyers default under any lease covering the premises upon which the RF Transmitter Unit is located or installed. e. Loss, theft or substantial damage or injury to the RF Transmitter Unit. f. Failure to maintain adequate insurance coverage to protect the premises and its contents from burglary, theft, robbery, fire, water damage, Acts of God and other causes of damage. g. Buyers dissolution, termination, insolvency, assignment of assets or property for the benefit of creditors or the commencement of any bankruptcy or insolvency proceedings against the Buyer or any guarantor or surety for the Buyer. 2. Upon the occurrence of any such even of default Seller may exercise any and all of the following rights and remedies: a. Terminate all services subscribed for hereunder by delivery of written notice to Buyer at least five days prior to such termination. b. Declare all amounts owed Seller under this contract immediately due and payable and proceed to obtain payment of same. c. Pursue any other rights or remedies either at law or in equity now or hereafter existing. 3. No waiver by Seller of a default will be deemed a waiver of any other default regardless of the time of occurrence of such other default. N. CONSTRUCTION AND MODIFICATION OF CONTRACT A. Partial Invalidity If any term, provision, covenant or condition of this contract is held by a court of competent jurisdiction to be invalid, void or unenforce- able, the remainder of this contract shall remain in full force and effect and shall in no way be affected, impaired or invalidated. B. Entire Agreement This contract supersedes any and all other agreements, either oral or in writing, between the parties with respect to the subject matter hereof and contains all of the covenants and agreements between the parties with respect to such matter. Each party to this contract acknowledges that no representations, inducements, promises or agreements, oral or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not contained herein, and that no other agreement, statement or promise not contained in this contract shall be valid or binding. C. Execution This contract is not binding upon Seller unfit executed by a duly authorized officer of Seller. D. Assignment This contract may be assigned, in whole or in part, at any time by Seller and without the consent of Buyer. Any such assignment shall not relieve Seller of its obligations hereunder. This contract is not assignable by Buyer. E. Attorneys' Fees The prevailing party in any suit brought to enforce or interpret any portion of this contract shall be entitled to receive such party's attorneys' fees and costs in addition to any other relief awarded. F. Governing Law This contract shall be subject to and governed by the laws of the State of Texas. G. Modification This contract shall not be modified or amended except by written instrument signed by the party to be charged. City of Round Rock ROUNERAS Roar Agenda Item Summary Agenda Number: Title: Consider executing an Alarm Monitoring Services Subscription Agreement for services at Rock N River. Type: City Manager Item Governing Body: City Manager Approval Agenda Date: 9/4/2015 Dept Director: Chad McDowell, General Services Director Cost: Indexes: Attachments: CMAF Rock -n -River Alarm, Rockin River Alarm Monitoring Services Subscription Agreement Department: General Services Department Text of Legislative File CM -2015-884 Consider executing an Alarm Monitoring Services Subscription Agreement for services at Rock N River. With this agreement Entech shall provide intrusion monitoring services to the Rock N River facility. Staff Recommends Approval Cost: $360.00 yearly City of Round Rock Page 1 Printed on 9/3/2015