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CM-2017-1330 - 2/24/2017ALARM MONITORING SERVICES SUBSCRIPTION AGREEMENT ioemna.w,t SALES AND SERVICE Corporate Office 3404 Garden Brook Drive, Dallas, TX 75234 (469) 522-6000 State License No. B06910 SUBSCRIBER! BUYER NAME AND ADDRESS: Name OSP Multipurpose Field Complex Street 2001 North Kenney Fort Blvd. City, State Round Rock, TX (Area Code) Telephone Number (512) 341-3317 Work Number I. MONITORING SERVICES SUBSCRIPTION Code 78665 A. Morltoring Foos 1. Erdec h Sales and Service, Inc., a Texas corporatlon ('Seller), shall provido monitoring services as described heroin subject to the terms and conditions set forth in this contract Buyer shall pay a monitoring fee as set forth in sub -section A2. below (sho'moNtodng fee) and such addittanal charges as sot forth herein (Including, without limitation, maintenance fees and charges). 2. Buyer shall have the option of propaying the monthly monitoring fee according to the following schedule: $360 annually; Intrusion Monitoring B.Term 1. The lest of this contract shall be morth to monk beginning August 10, 2017 and shall renew automalcally upon the o)VmUon of each successive term except that either party shall have tho option to terminate this contract by delivery of written notice by cortfied mai, return recolpt requested, to the other party at least thirty days pdor 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 oDr*W pdor to the expiration of August 10, 2017 r 12 1 months. Buyer shall pay Setter. In addition to any other amounts owed by Buyer to Seller, an amount equal to three limos the monthly mon toning too in effect as of the data of termination to compensate Seller for such early ternlnation. The foregoing three month payment is in addition to, and not In Ilau of, any other damages Seiler may incur can result of Buyer's hum! orlon under this contract C. Additional Charges 1. Seller's monitoring fee is subject to period c adjustments provided that Buyer Is given written notice thereof at least thirty days prior to the effective data of such adjusiment. Notwithstanding arty other provision hereof and providod Buyer Is not In defaul hereuhder, Buyer Shan have the option to tominate this contract by delivery of written notice by ceMod mat, return receipt requested to Seger within fifteen days after noUce of adjustnentIs received. Buyer's failure to timely dolher such written nogco of termination to Seller shag constituto accoptanco of the ad)ustecimmItoring fee. 2. Buyer shall boar all costs Incurred In responding to proper activation of the alarm signaling systaM Including, without limitation ag telephone company response charges and police, fire department or privets wearily patrol dispatch charges. IL DAMAGES AND LIABILITY PROVISIONS A. Generat 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 shag maintain adequate insumnco coverage for the premises and Its contents for losses arising from burglary, theft, robbery, fire, water damage. Ads of God and other reasonably foreseeable causes. 3. Buyer stall comply with all reasonable requests and guidelines of Sellor regarding use and operation of the claim signaling system B. Liability 1. Seger Is not an insurer and payments described herein aro based sorely upon the value of the services harem described not upon the value of the property to be protected. It Is not the Intent of the parties that Seller assume responsibility for any toss or damage caused by burglary, than robbery, fire, Acts of God or other causes. Notwithstanding the above provisions If airy liability should wise on the part of Seller under this contract wholherdue to equipment malfunction% signal Interruptions, Acts of God, the negligence of Seller or otherwise, such Itat>nily, shall be Ilmited to the lesser of $250.00 or six (6) times the monthly service charge, which sum shat be paid and racoived as liquidated damages. Buyer acknowledges that arty such liability as herein sat forth is fund as liquidated damages and this recovery shall be complete and exclusive. 2. Buyer agrees to and shall indemnify and hold harmless Seger, Its employees. agents and subcontractors from and against all claims, lawsuits and losses, including masonabb attemoys' fees, asserted against and alleged to be caused by Seller's performance, negligent performance or fa lure 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. EXECUTEDat Austin Texca,onlbis 17 days Febuary 2017 BUYER: I1/ EntochSalos and Service. Inc, By: Kevon Mumford NOTICE: COMPLAINTS OR INQUIRIES REGARDING ENTECH SALES AND SERVICE. INC. MAY BE DIRECTED TOr a Team Board of Pmrete Investigators and Private Secudtios Agencies, P.O. Box 13509, Austin, Texas 79704, 51214753944 III. MONITORING AND DEFAULT PROVISIONS A. False Alarms Buyer shall pay all fines, penalties end 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 shell fully and accurately disclose to Seiler 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 (1) 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 pli) 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 Seger 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 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 facitity(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 limitation, all commissions, boards, subdivisions or agencies thereof. d. Buyers default under any tease 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 Seger 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 erel 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 attomeys' 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 shag not be modified or amended except by written Instrument signed by the party to be charged. ALARM MONITORING SERVICES SUBSCRIPTION AGREEMENT isnvawt SALES AND SERVICE Corporate Office 3404 Garden Brook Drive, Dallas, TX 75234 (469) 522-6000 State License No. 806910 SUBSCRIBER! BUYER NAME AND ADDRESS: Name OSP Multipurpose Field Complex Street 2001 North Kenney Fort Blvd. City, State Round Rock, TX Zip Code 78665 (Area Code) Telephone Number (512) 341-3317 Work Number I. MONITORING SERVICES SUBSCRIPTION A. Mondtoting Fees 1. Entedt Sales and Service. Inc., a Terms corporation rSeeor7, shall provide monitoring services as described herein subject to the tennis and conditions set forth in this contract Buyer "I pay a moraoring foo as sot forth In subsection A2. below (t he'mordtoting feel and such additional charges as set forth herein (Induding, without limitation, mantonanco foes and charges). 2. Buyer shalt have the option of prepaying the monthly moritoting foe acooning to the following schedule: $360 annuall)r Fire Monitoring B. Tenn 1. The term of this contract shell be month to monk boghhring August 10, 2017 and shell renew automalea!ty upon the expirel on of each successive term except that either party shall have the option to terminate this contract by delivery of wrHen notice by certified mal, return receipt requested, to the other party at least tfirty days prior to the expiration of any team. Notwithstanding the foregoing. Buyer shall have the tight to prepay the moritoring fee as described h Subsection IA2. above. 2.11 Buyer terminates this contract prior to the expiration of August 10, 2017 r 12 t monI hs. Buyer shat) pay Seller, In addition to any other amounts owed by Buyer to Seller, an amount equal to three times the monthly monitoring fee In effect as of the date of termination to compensate Seger for such early termination. The foregoing throe month payment Is in addition to, and not In liou of, any otter damages Seger may Incur as a result of Buyers termination under this contract. C. Additional Charges 1. Sellers monitoring fee is subject to periodic adjustments provided that Buyer Is given written notice thereof at least tarty days prior to the effective date of such adjustment Notwithstanding any other prevision hereof and provided Buyer Is not In default hereunder, Buyer sha haw the option to terminate Ws contact by delivery of wdaen notice by certified mal, return receipt requested to Sogerwithin fifteen days after notice of adjustnentis received Buyers failure to timoly deliver such wn1ton notico of teminaton to Seller shall constitute acceptance of the adjusted monitoring fee. 2. Buyer shall boar all costs incurred in responding to proper activation of the alarm signaling systern, Including, without gm.1ation all telephone company response changes and police, fire department or private security patrol dispatch charges. II. DAMAGES AND LIABILITY PROVISIONS A. Gen'MI 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 shag maintain adequate Insurance coverage for the promises and Its contents for losses arising from burglary, theft, robbery, fire, water damage, Ads of God and other reasonably foreseeable causes. 3. Buyer shot comply with all masonatio requests and guidelines of Seller regarding use and operation of the alarm signaIN system B. Liability 1. Seger is not an Insurer and payments doscnbod hemin are based solely upon the value of the services heroin described not upon the value of the property to be protected. It Is not the herd of the partios that Seller assume responsibility for any loss or damage caused by burglary, theft robbery, fire, Acts of God or other causes. Notwithstanding the above provisions If any gablgly should mdse on the part of Sellar under this contract whelherdue to equipment malfunctions. signal Interruptions. Acts of God, the negligence of Soler or otherwise, such liability shell be United to the lesser of $250.00 or six (6) times the montriy service charge, which sum shag be paid and received as liquidated damages. Buyer aduawledges that any such ilability as herein set forth Is fixed as liquidated damages and this recovery shall be complete and exclusive. 2. Buyer agroos to and shall Indemnly and hold hanniess 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 Soliers perfomwmce, negEgent performance ar fathom to perform its obligations under this contract. SEE ADDITIONALTERMS AND CONDITIONS ON THE REVERSE SIDE HEREOF WHICH ARE FULLY INCORPORATED AND A PART OF THIS AGREEMENT. EXECUTED at Austin BUYER: i 2-.2/ ('7 Texas, on this 17 de of Febuary 20 17 EntedhSales and Service, Inc. Ely., Kevon Mumford NOTICE: COMPLAINTS OR INQUIRIES REGARDING ENTECH SALES AND SERVICE, INC. MAY BE DIRECTED T0: Taxes 11 ,f private InvasUplon and Plate SenslSes Agsncias, P.O. Box 13508, Austin, Texas 70701.51211753841 7-- �3�d 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 () 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 (Ili) providing and maintaining an adequate source of power to the system and (hr) 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 mall, 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 shag be recorded by Seller. E. Alarm Transmission 1. Buyer acknowledges that Seiler cannot provide adequate response to alarms unless a report of the alarm activation is transmitted from the Buyer's premises to Settees 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 fecility(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, Includinb, 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. e. Loss, theft or substantial damage or injury to the RF Transmitter Unit. L 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 surely 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 shall in no way be affected, impaired or invalidated. B. Entire Agreement This contract supersedes any and all other agreements, either oral or in wailing, 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 Seger until executed by a duty authorized officer of Seller. D. Assignment This contract may be assigned, In whole or In part, at any time by Seger 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 ROUND ROCK TE XA5 Agenda Item Summary Agenda Number: Title: Consider authorizing both intrusion and Fire Alarm Monitoring agreements for the OSP Multipurpose Field Complex by Entech Sales and Services. Type: City Manager Item Governing Body: City Manager Approval Agenda Date: 2/24/2017 Dept Director: Chad McDowell, General Services Director Cost: $720.00 Indexes: General Fund Attachments: Fire Alarm Monitoring Services Subscription Agreement, Intrusion Alarm Monitoring Services Subscription Agreement, CMAF, Fire and Intrusion Monitoring at Multipurpose complex, Entech Department: General Services Department Text of Legislative File CM -2017-1330 Consider authorizing both intrusion and Fire Alarm Monitoring agreements for the OSP Multipurpose Field Complex by Entech Sales and Services. Entech Sales and Services will provide Fire and Intrusion Monitoring Service for the OSP Multipurpose Field Complex. Cost: $360.00 Annually - Fire Monitoring $360.00 Annually - Intrusion Monitoring Total: $720.00 Yearly Source of Funds: General Funds City of Round Rock Page 1 Printed on 2/23/2017