HomeMy WebLinkAboutKings III Emergency Communications - Services AgreementKINGS III
SERVICES AGREEMENT
THIS AGREEMENT is entered into by and between Kings III of America, LLC dba Kings III Emergency Communications, 751
Canyon Drive, Suite 100, Coppell, TX 75019 (hereinafter "Kings III"), AND
City of Pasco (hereinafter "Client").
INSTALLATION/SERVICE LOCATION:
Project / Building Name: City of Pasco
Street Address: 525 N 3rd Ave
city: Pasco
Phone:5095372078
1. SERVICES
State: WA ZIP: 99301
Fax:
BILLING INFORMATION: ® (Same as Installation)
Project / Building Name:
Street Address:
City: State: ZIP:
Electronic Billing Email: ratkaiz@pasco-wa.gov
1.1 Equipment: Kings III agrees to provide the equipment detailed in Section 3. below, as part of the monitoring,
maintenance and dispatch services, collectively the Services. If no equipment is listed, none is provided by Kings III.
1.2 Services Selection and Associated Fees:
Pricing Option (Select One) Connection Fee Monthly Services Fee Installation Fee
O Standard Option (+applicable tax) $ 3280.00 $ 426.00 $ 0.00
0 $0 Down Option (+applicable tax) $ 0.00 $ 556.00 $ 0.00
1.3 If Kings III cannot locate a telephone line to seize/utilize and our cellular option was not originally selected,
Client hereby authorizes Kings III to install its Skyline technology for an additional amount PER UNIT based on the
Pricing Option Client selected in 1.2 above. Standard Option-$150.00 Connection Fee plus $11/mo. OR $0 Down
Option-$17/Mo for Elevator Phones and Standard Option-$80 Connection Fee plus $8/mo. OR $0 Down Option-
$11/Mo for Pool Phones.
1.4 Equipment or Quantity Variance Adjustments: If the equipment or quality detailed in Section 3 is found by
Kings III to be either excessive or insufficient to satisfy the needs of the Service Location, Client hereby authorizes
Kings III to make adjustments to meet the actual Service Location needs. Such incremental unit adjustments will be
based on the Pricing Option table in Section 1.2.
1.5 Equipment ownership remains with Kings III.
2. TERMS OF THIS AGREEMENT
2.1 The primary term of this Agreement shall be for a period of One(l) Year from the date of the first billing
("Primary Term"). This Agreement shall automatically renew for a Three(3) Years period at the end of such primary
term ("Renewal Term") or any Renewal Term thereafter unless Client shall have written notice to Kings III
Ninety(90) Days before the end of any Primary or Renewal Term. There will be a $150.00 early termination fee for each
phone cancelled within twelve (12) months of its installation date.
2.2 Payments are to be payable Quarterly in advance. Connection fees are due upon completion of installation.
3. EQUIPMENT TO BE INSTALLED
Product Name Product Description Quantity
Help -Interior Cellular-Turnk( Handsfree Wall -mount 1.00
Elevator w/ Skyline -Turnkey Handsfree Behind the Return 2.00
Help -Exterior Cellular-Turnk Handsfree Flush -mount 1.00
Help -Exterior Cellular -Turnkey Handsfree Wall -mount 6.00
4. EMERGENCY NOTIFICATION LIST (At Least Two Contacts Required)
Name (Area Code) & Number Email
Call ill: Dan Dotta 5094306516 dottaD@pasco-wa.gov
(Recommend Entering Elevator Company's Name & Phone Number)
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Call 2": Patrick Hicks 509-302-9847 HicksP@pasco-wa.gov
Call 3 d: Zach Ratkai 5095372078 ratkaiz@pasco-wa.gov
Call 41h: Fire Rescue (Called 1st in event of emergency) ion file with Emergency Dispatch Center)
Onsite Installation Contact: Dan Dotta 509-430-6516 dottad@pasco-wa.gov
"Automated Testing Service Email (See Section 11.4): dottad@pasco-wa.gov
Listed above are persons designated by Client to be notified If Kings III receives a Monitored Call. We understand that Kings III will
make every reasonable effort to notify one of these persons and will attempt notification in the order listed. Client is responsible for
advising Kings III of any changes desired by Client to contact names, telephone numbers, or list order. Client is also responsible for any
fees, fines, damages, or charges arising from Kings III's dispatching any party on the Notification List in response to a Monitored Call.
5. ADDITIONAL TERMS
5.1 All required wire runs, conduit runs and/or trenching will not be provided by Kings III unless otherwise
noted herein.
6. CLIENT SELECTED SERVICES
6.1 Client desires and has contracted for only the equipment and services itemized on this Agreement.
Additional services over and above that provided herein are neither expressed nor implied by Kings III.
7. WARRANTIES
7.1 There are no understandings, representations, or warranties of any kind - expressed, implied, statutory or
otherwise, that are not expressly set forth herein.
8. COVERED SERVICE & CHARGES
8.1 Kings III agrees to maintain and repair its equipment while installed at Client's location during the term of
this Agreement. There will be no charge to the Client for repairs required due to faulty Kings III equipment
performed during business hours. Covered Service will not apply to: (a) batteries, (b) wiring not provided by Kings
III; (c) service need caused by acts beyond the control of Kings III such as accidents, power surges, misuse, neglect,
unauthorized change, or acts of God (including but not limited to lightning, fires, earthquakes, tornadoes,
hurricanes, floods, etc.). Should repairs be necessitated that are not Covered Service, such work shall be billed to
Client based upon Kings III's rates for parts and labor in effect at the time of the service.
9. INCREASES IN SERVICE CHARGES
9.1 Kings III reserves the right to periodically increase the Services Fees provided for herein and its hourly
service rates and trip charges as adjustment for increases in the costs associated with provision of the Services. Such
increases shall be limited to one time per calendar year and shall be effective January 1.
10. INCREASES IN TAXES OR OTHER FEES
10.1 Client acknowledges that all charges for services set forth herein are based upon existing federal, state, and
local taxes and utility charges, including telephone company line charges, if any. Kings III shall have the right, at any
time to increase the monthly charges provided herein to reflect any additional taxes, fees or charges which
hereafter may be imposed on Kings III by any utility or governmental agency relating to the service(s) provided
under the terms of this Agreement and Client agrees to pay same.
10.2 Should Client enter into agreement(s) with third party service providers which purport to manage Client's
vendor compliance documents and the costs of such services are billed to Kings III or require payment of
membership fees by Kings III in order to remain an approved services provider to Client, Kings III reserves the right
to pass through the direct costs of such services in the form of an increase in the Services Fees it charges Client and
Client agrees to pay same.
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11. CLIENTS DUTIES AS TO USE OF SYSTEM
11.1 The Client shall be responsible for carefully and properly test activating the emergency telephone
system(s), "The System(s)", on a monthly basis during the term of this Agreement. If any defect in the operation of
The System develops, or in the event of a power failure, interruption of telephone service, or any other interruption
at Client's premises, Client shall notify Kings III immediately.
11.2 Client shall notify Kings III of any remodeling or any other changes to the protected premises that may
affect the operation of The System.
11.3 Client shall cooperate with Kings III in the installation, operation, and maintenance of The System and shall
follow all instructions and procedures, which Kings III may prescribe for the operation and testing of The System.
11.4 Automated Testing Service is included, but does not relieve Client of its duties under Section 11.1.
12. AUTHORIZED PERSONNEL
12.1 Client is responsible for and agrees to furnish forthwith a list of the names and telephone numbers of all
persons to be notified in the event of Kings III's receipt of a Monitored Call (See Section 17). Client is responsible for
providing all changes, revisions, and modifications to the above list to Kings III in a timely manner.
13. BUSINESS HOURS
13.1 It is mutually agreed that the work of installation, repair, and any other required service shall be performed
during normal business hours (B:OOam — S:OOpm local time). Kings III assumes no responsibility for limited disruption
of Client's premises for service required during normal business hours. Kings III shall make needed repairs to its
equipment within a reasonable amount of time after Kings III receives notice that the repairs are necessary. If Client
requests night or weekend service, such work shall be billed to client at Kings III's then prevailing overtime rate.
14. NO LIENS OR ENCUMBRANCES
14.1 Client agrees that it will not place any liens or encumbrances upon any of the equipment covered by this
Agreement nor will it knowingly permit or cause such liens or encumbrances to be placed thereon by other persons;
and in the event that any such liens or encumbrances are actually placed or permitted to be placed on such
equipment, then Client, at his own cost and expense, shall take all legal steps necessary to have such liens or
encumbrances removed forthwith or in lieu thereof, client shall, at its own cost and expense, furnish whatever bond
is necessary to obtain the release and complete discharge of such equipment from liens and encumbrances. Client
will not change or remove any insignia or lettering placed thereon by or at the request of Kings III.
15. ASSIGNMENT BY CLIENT
15.1 Client acknowledges that the sale or transfer of client's premises shall not relieve Client of duties and
obligations under this Agreement unless Kings III agrees to the transfer of this Agreement.
16. ASSIGNEES AND/OR SUBCONTRACTORS
16.1 Kings III shall have the right to assign this Agreement in whole or part to any other person, firm, or
corporation and shall have the further right to subcontract any monitoring, maintenance, or other services which it
may perform. Client acknowledges that the Agreement shall inure to the benefit and are applicable to any assignees
and/or subcontractors of Kings III, and that they bind Client with respect to said assignees and/or subcontractors
with the same force and effect as they bind Client to Kings III.
17. CENTRAL STATION MONITORING SERVICE
17.1 Notification Responsibilities: Kings Ill's sole responsibility when receiving a call from a telephone connected
to The System, a" Monitored Call", is to notify those individuals or organizations in the order listed and designated
by Client in Section 4 of this Agreement unless local code requires prior notification of Emergency Services, i.e.
police, fire rescue or EMS. In such cases, Kings III shall notify the appropriate Emergency Service prior to notifying
those individuals or organizations listed and designated by Client on the Emergency Notification List.
17.2 Telephone Transmission Facilities: Client acknowledges that Kings III utilizes telephone line transmission
unless Skyline equipment is supplied in the product description on the front of hereof. The signals from Client's
system are transmitted over Client's regular telephone service to Kings III, and in the event Client's telephone
service is out of order, placed on vacation, or otherwise interrupted, signals from Client's system will not be received
by Kings III during any such interruption in telephone service and the interruption will not be known to Kings III.
Client further acknowledges and agrees that signals which are transmitted via telephone company facilities are
wholly beyond the control and jurisdiction of Kings III and are maintained and serviced by the applicable telephone
company. Client agrees, unless Skyline equipment is supplied under Section 3 Equipment, to furnish any necessary
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telephone service or telephone lines at Client's own expense. Any and all telephone company charges shall be billed
to Client's telephone bill. Any increased telephone company charges shall be borne by Client. If Skyline equipment is
supplied, Kings III shall be responsible for telephone/cellular service and airtime/usage charges. Client further
acknowledges that the activation of the emergency communication system may interrupt and disconnect any
telephone call in progress.
17.3 Condition beyond control of Kings III: Kings III will use its best efforts to carry out its duties hereunder
promptly, but shall not be responsible for delays or failure to respond by means of busy telephone facilities, failure
of telephone equipment, or failure of telephone lines due to weather or other conditions, or otherwise for any
conditions beyond the control of Kings III.
17.4 False Alarms: In the event there are an excessive number of false calls through the carelessness of Client or
Client's tenants or the malicious or accidental use of the monitoring system, or in the event Client shall in any
manner misuse or abuse the monitoring system, it shall constitute a material breach of this Agreement on the part
of the Client, and Kings III may, at its option, in addition to all other legal remedies, be excused from further
performance upon the giving of five (5) days written notice to Client.
18. ADDITIONAL SERVICE
18.1 The Client agrees that unless authorized by Kings III, any alterations, removal, or tampering with the
equipment, or the attaching of any device, contrivance, or apparatus to the equipment or any part thereof, shall
operate to void any warranties provided herein. If any agency or bureau having jurisdiction, or Client by his/its own
act shall require or make necessary any changes in the equipment originally installed, Client agrees, on demand, to
pay for the reasonable cost of such charges,
19. DEFAULT/TERMINATION
19.1 In the event (i) Client fails to pay any amount due for the system, (ii) client fails to comply with any of the
terms and conditions hereof, (iii) Client makes an assignment for the benefit of Creditors, (iv) an order for relief is
entered against Client under any chapter of the National Bankruptcy Code, as amended, (v) a receiver or trustee is
appointed for all or substantially all of the assets of Client, or (vi) there is a dissolution or termination of existence of
Client, Kings III may pursue any one or more of the following remedies, which are cumulative and non-exclusive:
(a) Terminate all services subscribed for hereunder by giving (5) days written notice to Client, and recover all
amounts due Kings III.
(b) Take possession of all Kings III owned Equipment wherever situated and for such purpose enter upon your
property without liability for doing so.
(c) By notice to Client, declare immediately due and payable all moneys to be paid by Client during the Primary
Term, or if the Primary Term has then expired, declare immediately due and payable all monies to be paid during
any Renewal Term (as provided in Paragraph 2.1 hereof) then in effect, and Client shall thereupon be obligated to
pay such moneys to Kings III immediately. Client shall in any event remain fully liable for reasonable damages as
provided by law and for all costs and expenses incurred by Kings III on account of such default including all court
costs and reasonable attorney's fees. The waiver by Kings III of any breach of any obligation of Client shall not be
deemed a waiver of such obligation or any subsequent breach of the same or any obligation. Kings III shall not deem
the subsequent acceptance of payment hereunder by Kings III a waiver of prior existing breach regardless of Kings
III's knowledge of such prior existing breach at the time of acceptance of such payments.
20. DELAYS OR INTERRUPTIONS
20.1 Kings III assumes no liability for delay in the installation of the system or for the interruption of services due
to strikes, riots, floods, storms, earthquakes, fire, power failures, insurrection, interruption or unavailability of
telephone or cable service, act of God, or for any other cause beyond the control of Kings III, and will not be
required to provide installation for or services to Client while interruption of services due to any cause may
continue.
20.2 Kings III assumes no liability for delay of installation due to non -cooperation of the Client or his agents in
providing access to that area of the premises where the equipment is to be located, or for the delays or
interruptions of installation or service on any device or devices of the Client or others to which Kings III's equipment
is attached.
21. TELEPHONE SERVICE
21.1 Client agrees to furnish any necessary telephone service or telephone lines at Client's own expense. Any
and all telephone charges shall be billed to Client's telephone bill. If Skyline equipment is installed under Section 3,
Kings III shall be responsible for telephone/cellular service and airtime/usage charges as detailed in Section 17.2.
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22. ELECTRICAL CURRENT
22.1 Client agrees to furnish any necessary electrical service and current through Client's meter and at Client's
sole expense.
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23.1 Paragraph titles used in this Agreement are for reference only and are not to be construed as governing the
construction of the specific provisions of this Agreement.
24. PAYMENTS AND DELINQUENCIES
24.1 Payment shall be due as indicated on the front hereof. Kings III reserves the right to charge either Late Fees
or Interest on all amounts more than thirty (30) days past due at the maximum allowable rate under applicable law.
All payments shall be due and payable at Kings III's corporate offices first written above. If the Services are
disconnected because of Client's past due balance, and if Client desires to have The Services reactivated, Client
agrees to pay in advance to Kings III a reconnect charge to be fixed by Kings III at a reasonable amount.
25. ENTIRE AGREEMENT/MODIFICATION/WAIVER/MISCELLANEOUS/GOVERNING LAW
25.1 This writing is intended by the parties as a final expression of their agreement and as a complete and
exclusive statement of the terms thereof. This Agreement supersedes all prior representation, understandings or
agreements of the parties, written or oral, and shall constitute the sole terms and conditions of the providing of all
services detailed in Sections 1 and 3. This Agreement can be modified only in writing, signed by the parties or their
duly authorized agent. No waiver or a breach of any term of this Agreement shall be construed to be a waiver of any
succeeding breach.
25.2 If the Primary Term or the last Renewal Term has expired, but the Services are still being performed by
Kings III on behalf of Client, then all terms and conditions set forth in this Agreement will remain in full force and
effect until the Services are terminated by either party upon not less than thirty (30) days written notice from one
party to the other.
25.3 The laws of the state of Texas govern the validity, enforceability, and interpretation of this Agreement.
26. SEVERABILITY
26.1 The provisions of this Agreement are intended to be severable. If any provision of this Agreement shall be
held invalid or unenforceable in whole or in part in any jurisdiction, such provision shall, as to such jurisdiction, be
ineffective to the extent of such invalidity or unenforceability without in any manner affecting the validity or
enforceability thereof in any other jurisdiction or the remaining provisions hereof in any jurisdiction.
CLIENT FURTHER ACKNOWLEDGES THAT IT HAS READ AND UNDERSTANDS ALL OF THIS AGREEMENT INCLUDING THE TERMS
AND CONDITIONS ON THIS PAGE AND THE PRECEDING PAGES OF THIS AGREEMENTAND ANY EXHIBITS, SCHEDULES OR
ADENDA OR AMENDMENTS AND ACKNOWLEDGES RECEIPT OF ATRUE COPY OF THIS AGREEMENT.
IN WITNESS WHEREOF, and intending to be bound hereby, the parties hereto have executed this Agreement this 17th
day of November, 2021
Client: Kings III of America, LLC
/(/ zmh aelal
Bre9hl-on GuW-her
By:
By:
Name:
N. Zach Ratkai
Name:
Breighton Gunther
Title:
ACS Director
Title:
Senior Sales Operations Administrator
Date:
Nov 17, 2021
Date:
Nov 18, 2021
This Agreement shall not be binding upon Kings III unless approved in writing by an authorized Manager of Kings III. In the
event of non -approval, the sole liability of Kings III shall be to refund to Client the amount that has been paid to Kings III by
Client upon execution of this Agreement.
e-4_
Nov 18, 2021
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Kinqs III - Service Agreement - City of Pasco
Final Audit Report 2021-11-18
Created: 2021-10-18
By: Michael Brock -Alexander (mbrockalexander@kingsiii.com)
Status: Signed
Transaction ID: CBJCHBCAABAAR7NPGxUspTRrY4eNYxjGogpOzUPbMtcp
"Kings III - Service Agreement - City of Pasco" History
Document created by Michael Brock -Alexander (mbrockalexander@kingsiii.com)
2021-10-18 - 3:52:13 PM GMT
L Document emailed to N. Zach Ratkai (ratkaiz@pasco-wa.gov) for signature
2021-10-18 - 3:52:33 PM GMT
Email viewed by N. Zach Ratkai (ratkaiz@pasco-wa.gov)
2021-11-02 - 2:18:07 AM GMT- IP address: 64.184.156.54
00 Document e-signed by N. Zach Ratkai (ratkaiz@pasco-wa.gov)
Signature Date: 2021-11-17 - 11:36:11 PM GMT - Time Source: server
Document emailed to Chelsea Geller (sales@kingsiii.com) for approval
2021-11-17 - 11:36:13 PM GMT
Email viewed by Chelsea Geller (sales@kingsiii.com)
2021-11-18 - 2:06:15 PM GMT- IP address. 47.185.144.3
&0 Document approved by Chelsea Geller (sales@kingsiii.com)
Approval Date: 2021-11-18 - 2:12:09 PM GMT - Time Source: server- IP address: 47.185.144.3
Document emailed to Breighton Gunther (salesadministration@kingsiii.com) for signature
2021-11-18-2:12:11 PM GMT
Email viewed by Breighton Gunther (salesadministration@kingsiii.com)
2021-11-18 - 2:17:45 PM GMT- IP address: 47.185.144.3
rrS,� Document e-signed by Breighton Gunther (salesadministration@kingsiii.com)
Signature Date: 2021-11-18 - 2:18:40 PM GMT - Time Source: server- IP address: 47.185.144.3
Agreement completed.
2021-11-18 - 2:18:40 PM GMT
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MNGSIII Adobe sign