CM-2016-1270 - 12/28/2016ALARM MONITORING SERVICES SUBSCRIPTION AGREEMENT
GALES �.
AN 0
SERVICE
Corporate Office
3404 Garden Brook Drive, Dallas, TX 75234
(469) 522-0000
State License No, 806910
SUBSCRIBER 1 BUYER NAME AND ADDRESS:
Name Fire Station #4
Street 1301 Double Creek
City, State Round Rack, TX
(Area Code) Telephone Number (5 12) 671-2891
I. MONITORING SERVICES SUBSCRIPTION
Code 78665
A. Monitoring Fees
1. Enlech Sales and Servico, Inc., a Texas corporation ('Seller'), shall provide monitoring services as described herein subject to the terms and conditions set forth in this contract. Buyer shall pay a
monitoring fee as set forth in subsection A.2, below (the 'monitoring fee') and such additional charges as set forth herein (including, without IiMlation, maintenance fees and charges).
2. Buyer shall have the option of prepaying the monthly monitoring foe according to the following schedule:
$30 Monthly or $90.00 quartely or $360.00 annually
B. Terre
1. The term of this contract shall be month to month beginning Decemebor 6, 2016 and shall renew automatically upon the expiration of each successive term except that either
party shall have the option to terminale this contract by delivery of written notice by certified mail, return receipt requested, to the other party at least thirty days prior to the expiration of any term.
Notwithstanding the foregoing, Buyer shall have the right to prepay the monitoring fee as described in Subsection I.A.2, above.
2. If Buyer terminates this contract prior to the expiration of December 6, 2017 f 12 1 months, Buyer shall pay Seller, in addition to any other amounts owed by Buyer to Sailer, an amount
equal to three times the monthly monitoring fee in effect as of the date of termination to compensate Seller for such early termination. The foregoing three month payment Is in addiilon to, and not in lieu
of, any other damages Seller may incur as a result of Buyers termination under this contract.
C. Additional Charges
1. Seller's monitoring foo is subject to periodic adjustments provided that Buyer is given written notice thereof at least thirty days prior to the effective data of such adjustment. Notwithstanding any
other provision hereof and provided Buyer Is not in default hereunder, Buyer shall have the option to terminate this contract by delivery of written notice by certified mail, return receipt requested to
Seller within fifteen days after notice of adjustment Is received. Buyers failure to timely deliver such written notice of termination to Seller shall constitute acceptance of the adjusted monitoring fee.
2. Buyer shag bear all costs Incurred in responding to proper activation of the alarm signaling system, Including, without limitation all telephone company response charges and police, fire department
or private security patrol dispatch 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, fire, water damage, Acts of God and other reasonably foreseeable
causes.
3. Buyer shall comply with all reasonable requests and guidelines of Seller regarding use and operation of the alarm signaling system.
B. Liability
1. Seller is not 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. 11 is not the Intent of the
parties that Seller assume responsibility for any loss or damago caused by burglary, theft, robbery, fire. Acts of God or other causes. Notwithstanding the above provisions if any liability should arise on
the part of Seller under this contract whether duo to equipment malfunctions, signal Interruptions, Acts of God, the negligence of Seller or otherwise, such liability shall be limited to the lesser of $250.00
or six (6) limes the monthly service charge, which sum shall be paid and received as liquidated damages. Buyer acknowledges that any such liability as herein sot forth is fixed as liquidated damages
and this recovery shall be complete and exclusive,
2. Buyer agrees to and shall Indemnify and hold harmless Seller, its employees, agents and subcontractors from and against all claims, lawsuits and losses, Including reasonable attorneys' fees,
asserted against and alleged to be caused by Sellers performance, negligent performance or failure to perform its oUlgadons under this contract.
SEE ADDITIONAL TERMS AND CONDITIONS ON THE REVERSE SIDE HEREOF WHICH ARE FULLY INCORPORATED AND A PART OF THIS AGREEMENT.
EXECUTED at Austin , Texas, on this 6 day of December 2016
BUYER:
Y:
By:
EntechSeles and Service, Inc,
By:
Kevon Mumford
NOTICE: COMPLAINTS OR INQUIRIES REGARDING ENTECH SALES AND SERVICE, INC. MAY BE DIRECTED TO:
Texas Board of Private Investigators and Private Securities Agencies, P.O. Box 13589, Austin, Texas 78704, 512/475.3944
6", a14%: /D --7d
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 end to prevent the occurrence Of any further false alarms.
B. Dlepatoh of Authorities
If more than five false alarms which result In the dlapatch of local authorities occur within any twelve month period, Seller shall not be
responsible for dispatching the local authorities unless prior thereto Buyer reasonably aoliafies Seller that the cause of lite felaa 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 cases the dlapatch 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 l mergeney Contact Information Shoot fumishad
to Buyer and shall update such information In writing. Buyer acknowledges Ihol Ruch Information Is essential to the performance of
Seller's obligations under this contract and that Seller shell 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 Ih 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-
dlately notify Seller by certifiad mail, velum 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 era received by Seller's 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 Buyer's premises to Seller's 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 Seller's 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 facilily(ies), Seller will have no notice or knowledge 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. Buyer's default under any lease covering the premises upon which the RF Transmitter Unit Is located or Installed.
A. 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. Buyer's 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.
IV. 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 shalt 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 until 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.
ALARM MONITORING SFERVICLS SUBSCRIPTION AGRE5MENT
em
EIALE9
AND
9EFQVICE
Corporate Office
3404 Garden Brook Drive, Dallas, TX 75234
(469) 522-6000
State License No, B06910
SUBSCRIBER I BUYER NAME AND ADDRESS:
N.M. Fire Station #8
Street 1612 Red Bud
City, State Round Rock, TX
Code 78665
(Area Code) Telephone Number (5 12) 671-2891 Work Number.
I. MONITORING SERVICES SUBSCRIPTION
A. Monitoring Fees
1. Enlach Sales and Service, Inc., a Texas corporation ('Seller), shall provide monitoring services as described herein subject to the terms and conditions set forth In this contract. Buyer shall pay a
monitoring fee as sot forth in subsection A.2. below (the "monitoring fee') and such additional charges as sol forth herein (including, without limitation, maintenance fees and charges).
2. Buyer shall have the option of prepaying the monthly monitoring too according to the following schedule:
$30 Monthly or $90.00 quartely or $360.00 annually
B. Term
1. The term of this contract shall be month to month beginning Decemeber 6, 2016 and shall renew automatically upon the expiration of each successive tens except that either
party shell have the option to terminale this contract by delivery of written notice by certified mail, return receipt requested, to the other party at least thirty days prior to the expiration of any term.
Notwithstanding the foregoing, Buyer shall have the right to prepay the monitoring fee as described in Subsection I.A.2. above.
2. If Buyer terminates this contract pdorlo the expiration of December 6, 2017 1 12 1 months. Buyer shall pay Seller, in addition to any other amounts owed by Buyer to Seller, an amount
equal to three limes the monthly monitoring fee in effect as of the dale of termination to compensate Seller for such early termination. The foregoing three month payment is in addition to, and not In lieu
of, any other damages Seller may Incur as a result of Buyers termination under this contract.
C. Additional Charges
1. Seller's monitoring fee Is subject to periodic adjustments provided that Buyer is given written notice thereof at least thirty days prior to the effective dale of such adjustment. Nelwilhslanding any
other provision hereof and provided Buyer is not in default hereunder, Buyer shall have the option to terminate this contract by delivery of written notice by certified mail, return receipt requested to
Seller within fifteen days after notice of adjustment is received. Buyer's failure to timely deliver such written notice of termination to Seller shell 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, without limitation all telephone company response charges and police, fire department
or private security patrol dispatch 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, fire, water damage, Acts of God and olhorroosonably foreseeable
causes.
3. Buyer shall comply with all reasonable requests and guidelines of Seller regarding use and operation of the alarm signaling system.
B. Liability
1. Seller is not 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. II Is not the intent of the
parties that Seller assume responsibility for any loss or damage caused by burglary, theft, robbery, fire, Acts of God or other causes. Notwilhslending the above provisions it any liabilily should arise on
the part of Seller under this contract whether duo to equipment malfunctions, signal interruptions. Acts of God, the negligence of Seller or otherwise, such liability shall be titrated to the lesser of $250.00
or six (6) limes the monthly service charge, which sum stall be paid and received as liquidated damages. 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 harmless Seller, its employees, agents and subcontractors from and against all claims, lawsuits and losses. Including reasonable attorneys' fees,
asserted against and alleged to be caused by Sellers performance. negligent performance or failure to perforin 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 at Austin
BU)
By:
By.
Taxes, on this 6 day of December 20 16
EntechSales and Service, Inc.
By: Kevon Mumford
NOTICE: COMPLAINTS OR INQUIRIES REGARDING ENTECH SALES AND SERVICE, INC. MAY BE DIRECTED TO:
Texas Board of Private Invesrgalors and Private Securities Agencies, P.O. Box 13509, Austin. Texas 78704, 5121475.3944
/ a--7 C'
III, MONITORING ANO OPFAULT PROVISIONS
A. False Alarms
Buyer shall pay all lines, penalties and charges levied against Seller or Buyer for any (also 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 then five false alarms which fesull In the dispatch of local aulhofllloa eecur within any twelve month period, Seller shall not be
rosponslble for dispatching the local authorities unless prior thereto Buyer fousonably satisfies Seller that the ddgac of the false alarms
has been corredled and Buyer obtains written evidence of Seller's satisfaction, Seller shall make a reasonable effort to notify Buyer of
Its decision to Cense the dispatch of local aulhoritlea due to excessive false alarms.
C. Obligation an to Use and Maintenance of the System
1. Buyer shall fully and accurately &010se to Seller the Information roquasled In the Emergency Conteidt InlCfmallon Sheet furnished
to Buyer and shall update such Information in writing. Buyer acknowiadgos that such Information Is essanllnl to the performance of
Sollar'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 (11) 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 Seiler shell 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 Immo-
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 Seller's monitoring facility shall be recorded by Seiler.
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 Buyer's premises to Seller's 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 Seller's 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 facllity(les), Seller will have no notice or knowledge 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
limltadon, all commissions, boards, subdivisions or agencies thereof.
d. Buyer's 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 some.
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.
iV. 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 until 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
1
ROUND ROCK
TEXAS Agenda Item Summary
Agenda Number:
Title: Consider authorizing Fire Alarm Monitoring Services Subscription
Agreement for both Fire Stations's Four and Eight by Entech Sales and
Services.
Type: City Manager Item
Governing Body: City Manager Approval
Agenda Date: 12/23/2016
Dept Director: Chad McDowell
Cost: $720.00
Indexes:
Attachments: laf 12-15.pdf
Department: General Services Department
Text of Legislative File CM -2016-1270
Consider authorizing Fire Alarm Monitoring Services Subscription Agreement for both Fire Stations's Four
and Eight by Entech Sales and Services.
The approval would allow the two new Fire Station's #4 and #8 to be added to the Entech Fire Alarm
monitoring system.
$360.00 annually per station
10022011-5217
Staff recommends approval
City of Round Rock Page 1 Printed on 1212812016