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HomeMy WebLinkAboutR-2023-105 Approving a Quote from Towner Communications and an Agreement Related TheretoRESOLUTION NO. R-2023-105 A RESOLUTION APPROVING A QUOTE FROM TOWNER COMMUNICATIONS AND AN AGREEMENT RELATED THERETO BE IT RESOLVED BY THE BOARD OF ALDERMEN OF THE CITY OF RIVERSIDE, MISSOURI AS FOLLOWS: THAT the Board approves Quote No. #GM000088 v4 from Towner Communications, a copy of which is attached hereto and incorporated herein, in the amount of $15,337.00; and FURTHER THAT the Board approves the Agreement with Towner Communications, a copy of which is attached hereto in its substantial form and incorporated herein, and further authorizes the Mayor to sign the engagement letter on behalf of the City; and FURTHER THAT the Mayor, the City Administrator, and other appropriate City officials are hereby authorized to take any and all actions as may be deemed necessary or convenient to carry out and comply with the intent of this Resolution and to execute and deliver for and on behalf of the City all certificates, instruments, agreements, and other documents, as may be necessary or convenient to perform all matters herein authorized. PASSED AND ADOPTED by the Board of Aldermen of the City of Riverside, Missouri, the Ps day of 2023. Kathleen L. Rose T. T r > .,AMEST: Robin Kincaid, City Clerk SUPERSEDING ADDENDUM 1. This superseding addendum is made and entered as of the last date in the signature box below, by and between the City Riverside, Missouri ("City") and Towner Communications ("Contractor"). 2. This superseding addendum form is hereby made a part of the Terms and Conditions by and between the parties hereto ("Agreement"), modifying and superseding where it is inconsistent. All other terms and conditions of the Agreement remain unchanged, and this addendum is expressly incorporated and made a part of the Agreement. 3. Notwithstanding any provision of the Agreement to the contrary, nothing in the Agreement shall constitute or be construed or deemed to constitute a waiver of the City's sovereign immunity. 4. Section 8.7 is amended to read: This Agreement shall be governed by and interpreted, construed, and enforced in accordance with the laws of the State of Missouri. The parties hereto agree that any action at law, suit in equity, or other judicial proceeding arising out of this Agreement shall be instituted only in the Circuit Court of Platte County, Missouri or in federal court of the Western District of Missouri. 5. The indemnities contained in Section 5.7 apply only to the extent permitted by law. 6. Pursuant to RSMo 285.530(1), by its sworn affidavit in substantially the form attached hereto, Contractor hereby affirms its enrollment and participation in a federal work authorization program with respect to the employees working in connection with the contracted services. Furthermore, Contractor affirms that it does not knowingly employ any person who is an unauthorized alien in connection with the contracted services. [Remainder of page intentionally left blank] 1 IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their authorized representatives. TOWNER COMMUNICATIONS: N 'ri Dated: 2 CITY OF RIVERSIDE, MISSOURI: By: Kathle L. Rose, Mayor Dated: - ATTEST: Robin Kincaid, Cit Clerk COUNTERSIGNED BY: CITY PURCHASING AGENT: By: Brian E. Koral, City Administrator Dated: IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their authorized representatives. TOWNER COMMUNICATIONS: 0 N 'rj Dated: 2 CITY OF RIVERSIDE, MISSOURI: By: ,-/" Kathle u L. Rose, Mayor Dated: - ATTEST: Robin Kincaid, Cit Clerk COUNTERSIGNED BY: By: Brian . Koral, Dated: Work Authorization Affidavit STATE OF MISSOURI ) II // ) ss. COUNTY OF�ac.Sm 0 ) As used in this Affidavit, the following terms shall have the following meanings: EMPLOYEE: Any person performing work or service of any kind or character for hire within the State of Missouri. FEDERAL WORK AUTHORIZATION PROGRAM: Any of the electronic verification of work authorization programs operated by the United States Department of Homeland Security or an equivalent federal work authorization program operated by the United States Department of Homeland Security to verify information of newly hired employees, under the Immigration Reform and Control Act of 1986 (IRCA), P.L. 99-603. KNOWINGLY: A person acts knowingly or with knowledge, (a) with respect to the person's conduct or to attendant circumstances when the person is aware of the nature of the person's conduct or that those circumstances exist; or (b) with respect to a result of the person's conduct when the person is aware that the person's conduct is practically certain to cause that result. UNAUTHORIZED ALIEN: An alien who does not have the legal right or authorization under federal law to work in the United States, as defined in 8 U.S.C. 1324a(h)(3). BEFORE ME, the undersigned authority, personally appeared 4'�i�-Towrn e.r , who, being duly swom, states on his oath or affirmation as follows: 1. My name is �et,� (9 w�-� and I am currently the vJA&- of �� in�i (Pn.. w(hereinafter "Company"), whose business address is �l D LI) 3 pl I-?,- �� 5����f o 6`(%fy , and I am authorized to make this Affidavit. 2. I am of sound mind and capable of making this Affidavit and am personally acquainted with the facts stated herein. 3. Company is enrolled in and participates in a federal work authorization program with respect to the employees working in connection with the Project Services contracted between Company and the City. 4. Company does not knowingly employ any person who is an unauthorized alien in connection with the contracted se s set forth above. cant / Con ractor Pri ed Name Subscribed and sworn to before me this tv�ay of , 20n SEAL Not Public KILEY E. SCHNn7LEIN Notary Public -Notary Seal STATE OF MISSOURI Jackson County 3 My Commission Expires 12/22/2026 Commission # 22970004 I We have prepared a quote for you Maintenance Renewal - 240 Quote # GM000088 Version 4 Prepared for: City of Riverside Chris Skinrood cskinrood@riversidemo.com Statement of Work This proposal is to renew and extend your current Towner and Mite support for one year. 24x7 Extended Warranty offer includes manufacturer Software Assurance support at 247 MPA+coverage. Included Mitel Software Assurance is valid as of March 2, 2023. Any licensing or equipment additions that are completed after this date may require adjustments which will be made based on acceptance date of proposal and payment date. All adjustments will be provided to customer for acceptance. Coverage begins upon receipt of payment for a period of one year from current expiration and is valid through August 1, 2024. Coverage is not retroactive for any lapse in coverage due to non-payment. If payment is not made by July 28, 2023, Mitel may assess a re -enlist fee of up to 100% which will need to be paid by City of Riverside before the order will be placed. Mitel is updating their Software Assurance program April 15, 2023 which may include a pricing increase. An estimated price increase is included in this proposal for budgeting in case licensing is added after this date or if Mitel policy does not allow the currently quoted Software Assurance to be used. SWA/Support Items Covered Proposal includes Mitel Software Assurance or Support for the following: MiCollab (ARID 11910182) vMBG (ARID 48359367) 3300 MXe Public Safety (ARID 77437059) 3300 MXe - Data Center Resilient (ARID 99475155) vMBG - Data Center SIP Trunks (ARID 20S09059) Mitel CPQ Reference: gG3CxyRJ3O9EFpdf2eR07g-01 Services Description Price Qty Ext. Price 240 Extended Warranty $15,337.30 1 $15,337.30 Subtotal: $15,337.30 Mitel Software Assurance and Support Description Price Qty Ext. Price MITEL Software Assurance - Included in 24x7 Extended Warranty $0.00 1 $0.00 Subtotal: $0.00 Quote #GM000088 v4 ■ Page: 2 of 9 Maintenance Renewal - 240 Prepared by: Towner Communications Gabby Matamoros 913-780-3166 gmatamoros@townerkc.com Quote Summary Prepared for: City of Riverside 29SO NW Vivion Rd. Riverside, MO 641SO Chris Skinrood (816)372-9074 cskinrood@riversidemo.com Quote Information: Quote #: GM000088 Version: 4 Delivery Date: 07/OS/2023 Expiration Date: 07/28/2023 Description Amount Services $15,337.30 Mitel Software Assurance and Support $0.00 Total: $15,337.30 Payment Terms - Payment for equipment, licensing, support services and any manufacturer support needs to be received by Towner Communications before the order is placed. Payment for Labor and Travel may be issued after the installation has been completed. If payment is not made by quote expiration for any Mitel Software Assurance or Support, Mitel may assess a re -enlist fee of up to 100% which will need to be paid in full before the order will be placed. By signing this quote you are confirming acceptance of the terms and conditions set forth in this Telecommunications Purchase Agreement. All pricing is current as of proposal delivery date. Pricing may be altered or materials substituted due to availability or other supply chain issues based on date of acceptance and payment. All pricing or material changes will be provided to the customer for approval. Taxes, shipping, handling and other fees may apply. We reserve the right to cancel orders arising from pricing or other errors. Towner Communications Signature: '9�)-W!'WI,6S Name: Gabby Matamoros Title: Inside Sales Specialist Date: 07/05/2023 City of Riverside Signature: " Name: Chris Skinrood Date: Quote #GM000088 v4 ® � Page: 3 of 9 Terms and Conditions - Premise Towner Communications Terms & Conditions 1. Services 1.1 Type of Service: TOWNER COMMUNICATIONS agrees to provide Services (as defined in Proposal, attached hereto and incorporated by reference herein) with respect to the System(s) as defined in Proposal. If Customer desires TOWNER COMMUNICATIONSto provide any additional service other than as set forth herein, then any such additional services shall only be furnished pursuant to a separate agreement. 1.2 Service Limitations: If service is requested beyond proposal scope of work, service will be provided at TOWNER COMMUNICATIONS' per call rates and terms then in effect. Some examples include: unauthorized attempts by other than TOWNER COMMUNICATIONS personnel to move, alter, tamper with, repair, maintain or modify the System or its component parts; catastrophe; failure of equipment not maintained by TOWNER COMMUNICATIONS or of equipment not covered by this Agreement; fault or negligence of Customer; operator error, improper use or misuse of the equipment; improper use of expendable items which do not meet the manufacturer's specifications; causes external to the equipment such as, but not limited to, transportation of fluctuations of humidity, temperature, power surges and lightning. Service does not include (i) operating supplies, accessories, cleaning supplies or other expendable items necessary for customer preventative maintenance; (ii)paint (or refinishing the equipment) or furnishing materials for this purpose; (iii) electrical work external to the machines or maintenance of accessories; (iv) batteries or lamps; (v) alterations, attachments or other devices not furnished by TOWNER COMMUNICATIONS unless specifically noted herein; (vi) moves, adds, or changes of software and/or system hardware not related to maintenance of the system; (vii) or foreign connections, including fiber connection, network connections and telephone connections not described in Proposal. 1.3 Customer's Responsibilities: During the term of this Agreement, Customer shall (i) furnish to TOWNER COMMUNICATIONS in writing and on a continuing basis a list of names and telephone numbers of persons authorized to place service requests on behalf of the Customers and/or from whom TOWNER COMMUNICATIONS representatives should obtain authorization in performing service on the System, provided that if no such list is furnished or the Customer does not require such contacts to be the exclusive authorized contacts as provided by this Agreement, TOWNER COMMUNICATIONS may accept service or other requests from any Customer representative; (ii) Customer will not tamper with, disturb, injure, misuse, abuse, remove or otherwise interfere with the system, nor permit the same to be done, and shall indemnify and party to TOWNER COMM UNICATIONSthe cost of repair or replacement of any loss or damage to the system, including but not limited to loss by fire, earthquake, riot, vandalism, flood or other damage or destruction; (iii) maintain, repair, service, and/or assure the operation of any other property, system or any device of Customer or of others to which the system may be attached or connected, including, by way of example but not limited to, internet service, customer provided equipment and/or software; (iv) to provide uninterrupted 120 volt A.C. power at locations through customer's electrical and at customer's expense; (v) to notify TOWNER COMMUNICATIONS immediately of equipment failure and allow TOWNER COMMUNICATIONS escorted access to the equipment. Waiver of liability or other restrictions shall not be imposed by customer as a site access requirement. Also, customer shall allow TOWNER COMMUNICATIONSto use necessary machines, communications facilities, features and other equipment (except as normally supplied by TOWNER COMMUNICATIONS) at no charge; (vi) control site environmental conditions by maintaining temperature and humidity levels appropriate for all computer portions of the system. Customer shall maintain (a) a temperature of 65 degrees to 75 degrees and humidity of 40% to 60% (non -condensing); (vii) notify TOWNER COMMUNICATIONS of any alterations, remodeling, fixture or structural changes, and to bear the cost of changes in the system required as a result which are authorized by the customer; (viii) unless otherwise provided on an Extended Warranty Quote, provide TOWNER COMMUNICATIONS with extension ladders, powered lifts or scaffolding where required for service of system equipment. Customer shall move, at its own expense, any heavy equipment or obstacles which TOWNER COMMUNICATIONS indicates must be moved to permit inspection and/or service of the system; (ix) have a representative on Customer's premises during Towner Communications' performance of services; (x) to facilitate Towner Communications' performance of services, provide reasonable facilities such as, but not limited to, secure storage space, a designated work area with adequate heat and light and access to a local telephone line, with such facilities to be provided upon request and at no charge to TOWNER COMMUNICATIONS; (xi) pay all charges for service caused by telephone line problems, taxes, fees and charges imposed by any Vendor supplying such service on or relating to the system; (xii) arrange, at its own expense, for telephone line and telephone interface or interconnection to be installed by the telephone company in accordance with standard procedures; (xiii) secure, at its own cost and expense, whatever permission, permits, or licenses that may be necessary from the required authorities (including utility companies) for installation, monitoring and/or repair of the system. Customer shall pay or reimburse TOWNER COMMUNICATIONS for all Quote #GM000088 v4 Page: 4 of 9 Terms and Conditions - Premise taxes, fees or charges, including sales/use tax, personal property tax, licenses and permit fees imposed by any governmental authority (including utility companies) relating to the services provided; (xiv) provide TOWNER COMMUNICATIONS with access to and use of customer's local area or wide area network, including all passwords as necessary to enable such access; (xv) obtain and maintain passwords and other network security adequate to ensure protection against loss of information or data network operations. Customer acknowledges and agrees that if customer ties the system, or any part thereof, with its computer network, TOWNER COMMUNICATIONS shall not be responsible for any viruses, data corruption, hacking or other breaches of network security; (xvi) any system components that require interface with customer's local area or wide area network must comply with the specifications provided by the system's manufacturer. It is customer's responsibility to ensure that such compatibility is maintained while the system is covered under this Agreement. In the event that system experiences problems that are suspected to arise from compatibility issues and/or if needed repairs or modifications to customer's local area or wide area network, or for any other reason, customer may choose to either give authorization to pay TOWNER COMMUNICATIONS on a time and material basis at its current service rates to continue troubleshooting and repairs or may hire a third party to make the required repairs and/or modifications to the local area or wide area network at its own expense. If such written authorization is not granted to TOWNER COMMUNICATIONS within a time period specified in writing by TOWNER COMMUNICATIONSto customer, or if customer fails to take the corrective actions required to make its local area network or wide area network compatible with the system, this agreement shall terminate automatically and customer shall pay TOWNER COMMUNICATIONS for all of its cost. 1.4 Movement of Equipment: To permit continuity of service, customer shall give TOWNER COMMUNICATIONS30 days prior written notice of its intent to move any equipment comprising part of the system. TOWNER COMMUNICATIONS personnel shall supervise the dismantling and packing/unpacking of the equipment and shall inspect and reinstall the equipment at the new locations and charge customer for all such labor and materials provided at its current rates. TOWNER COMMUNICATIONS shall be under no obligation to furnish continued services (preventative or remedial) under this agreement if any part of the System is moved from its location of initial installation and/or reinstalled without the prior written approval of TOWNER COMMUNICATIONS. 1.5 Authorization of TOWNER COMMUNICATIONS: Customer hereby authorizes and empowers TOWNER COMMUNICATIONS, its agents or assigns, if required by this Agreement to: (i) perform any necessary Services as require by TOWNER COMMUNICATIONS hereunder; and (ii) enter Customer's premises in the event of an emergency occurring during periods of Customer's apparent or actual absence for the purpose of making emergency repairs to the System but only if Customer has furnished TOWNER COMMUNICATIONS with a key to its premises. TOWNER COMMUNICATIONS assumes no liability for any delay, however caused, in the installation of the system or interruption of services due to strikes, fires, power failures, interruptions or unavailability of telephone service, acts of nature, or any other cause beyond the control of TOWNER COMMUNICATIONS. Notwithstanding the foregoing, TOWNER COMMUNICATIONS shall have no obligation to enter customer's premises without being asked to do so by the customer. 2. Payment Terms: 2.1 Fees; Payment: Customer agrees to pay TOWNER COMMUNICATIONS as per arrangements authorized in Proposal, plus any taxes and fees incurred. 2.2 Fee Increase: TOWNER COMMUNICATIONS shall have the right to increase the recurring service charges set forth in Section 2, upon written notice to Customer, at any time or times after the date service is operative under this Agreement. Customer agrees to notify TOWNER COMMUNICATIONS& any objection to such increase in writing within 20 days after the date of the notice of increase, failing which it shall be conclusively presumed that Customer has agreed to such increase. In the event Customer objects to such increase, TOWNER COMMUNICATIONS may elect, at its option to (i) continue this Agreement under the terms and conditions in effect immediately prior to such increase, without notice to Customer, or (ii) terminate the Agreement upon 15 days written notice to Customer. 2.3 Expansion of System: If, during the term of this agreement, customer expands the system, TOWNER COMMUNICATIONS may, in its sole discretion, increase the Warranty service charge commensurate with the expansion of the system, in which case TOWNER COMMUNICATIONS shall send customer an additional invoice with such fee prorated over the remaining term of this agreement. Customer agrees to pay such fee, as increased hereunder, for the remainder of the term of this agreement. Quote #GM000088 v4 Page: 5 of 9 Terms and Conditions - Premise 2.4 Additional Charges to Customer: Customer acknowledges and agrees that Customer is responsible for the following additional costs: (i) for discontinued or obsolete hardware and software. In the event the hardware and/or software components on the system are discontinued or rendered obsolete by the manufacturer, then the customer agrees to pay the additional costs to modify and/or purchase the replacement hardware and/or software necessary for the system to function properly as reasonably determined by TOWNER COMMUNICATIONS; (ii) increased service charges of software of System manufacturer. In the event that the manufacturer increases service charges to TOWNER COMMUNICATIONS after the effective date of this agreement, customer agrees to pay the additional costs; (iii) charges may be imposed at the discretion of TOWNER COMMUNICATIONS, in the event that the customer's software is not maintained at the current manufacturer's software version; (iv) any taxes or fees imposed by local ordinances on the system or the Extended Warranty thereof; (v) costs to maintain all customer provided hardware and software in order to maintain compatibility with the system as the system hardware and/or software is upgraded throughout the term of this agreement; (vi) service fees and costs in connection with curing an Event of Default pursuant to Section 7.1. In such cases, TOWNER COMMUNICATIONS reserves the right to add a special processing fee. All such additional charges shall be payable in accordance with the terms of Towner Communications' invoice for same. 3. Software Sublicense: 3.1 Right to Distribute & Sublicense: Restrictions: TOWNER COMMUNICATIONS has acquired from one or more Third Parties (each a "Third Party") the right to distribute and sublicense certain Third Party software (the "Software") for use in conjunction with the system. TOWNER COMMUNICATIONS hereby grants to the customer a non-exclusive, non -transferable sublicense to use the Software in the system. Customer acknowledges that TOWNER COMMUNICATIONS is only a licensed distributor and not a creator,owner or manufacturer of the Software. TOWNER COMMUNICATIONS shall assign to the customer all of its rights and interests in and to any warranty or indemnity offered in connection with the Third Party Software that are assignable by TOWNER COMMUNICATIONS. 3.2 Third Party Software Terms and Conditions: Customer shall comply with all Third Party terms and conditions applicable to the Extended Warranty of the Software, including but not limited to any requirement to enter into a separate software support and/or Extended Warranty agreement with the applicable Third Party manufacturer, creator or owner and paying all associated Extended Warranty and/or service fees associated therewith. In the event the customer fails to comply with any provisions of the Third Party Extended Warranty terms and conditions, then (i) TOWNER COMMUNICATIONS may terminate this agreement immediately and (ii) any additional services provided by TOWNER COMMUNICATIONS that are requested by the customer shall be on a time and materials basis at Towner Communications' current service rates. 3.3 Third Party Beneficiary: Customer acknowledges that the provisions contained in this Section 3 are intended to protect the Third Party manufacturers, creators and/or owners of the Software; accordingly, each Third Party shall be deemed a third party beneficiary with respect to this Section 3 and shall have the right to enforce this Section as appropriate against Customer. 3.4 Software Release Levels: Customer shall, at customer's sole cost and expense, maintain the Software at the current version or no more than two releases back; otherwise (i) Customer may not be eligible to receive services hereunder, (ii) TOWNER COMMUNICATIONS may terminate this agreement immediately and (iii) any additional services provided by TOWNER COMMUNICATIONS that are requested by the customer shall be on a time and materials basis at Towner Communications' current rates. 4. Term and Termination This Agreement shall begin on the date of Towner Communications' execution of this Agreement, and shall continue for the defined period. Notwithstanding the foregoing, this Agreement may be terminated pursuant to Sections 1.3 (xvi), 2.2, 3.2, 3.4 and 7.2 of this Agreement. 5. Warranties and Indemnification 5.1 General Warranty: TOWNER COMMUNICATIONS warrants that any goods furnished hereunder will be free from defects and that any Quote #GM000088 v4 Page: 6 of 9 Terms and Conditions - Premise services performed will be done in a professional manner. If any failure to conform to this warranty to be found within 30 days from the date such goods are installed, TOWNER COMMUNICATIONS will correct such nonconformity by replacement of defective material and parts or by making other suitable repairs. All other warranties, express or implied, including warranties of merchantability and fitness for a particular purpose, are excluded and disclaimed by TOWNER COMMUNICATIONS. TOWNER COMMUNICATIONS does not represent or warrant that customer's fire, alarm, security, telephone and/or other communications system will not be compromised or circumvented, that the system will prevent any loss by burglary, hold-up, fire or otherwise, or that the system will in all cases provide the protection for which it is installed or intended or protect Customer from all losses. Customer acknowledges that (i) Customer assumes all risks for loss or damage to customer's premises and to its contents, (ii) TOWNER COMMUNICATIONS has made no representation or warranties nor has customer relied on any representations or warranties, express or implied, except as set forth herein and (iii) Customer has read and understands this entire agreement, Section 1 and Section 6 setting forth Towner Communications' obligations and maximum liability in the event of any loss or damage to the Customer. Customer acknowledges and agrees that TOWNER COMMUNICATIONS is not an insurer and that this agreement is not intended to be an insurance policy or a substitute for an insurance policy. Insurance, if any, will be maintained by customer. Towner Communications' charges are based solely upon the value of the service provided and are unrelated to the value of customer's property or the property of others located on Customer's premises. 5.2 Disclaimer of Warranties as to Software: TOWNER COMMUNICATIONS makes, and customer receives, no warranty, express or implied, regarding any aspect of the software and all warranties of merchantability, fitness for a particular purpose, title and non -infringement are expressly excluded. Without limiting the generality of the foregoing, TOWNER COMMUNICATIONS makes no warranties, either express or implied, regarding the performance of the software or the results that may be obtained by using the software. Accordingly, with the exception of any warranties that TOWNER COMMUNICATIONS is authorized to pass through to the customer directly from the applicable third party, the software is licensed "as is" without any warranties of any kind. Customer assumes the entire risk as to the results and performance of the software. 5.3 Indemnification: Customer agrees to indemnify, defend and hold TOWNER COMMUNICATIONS harmless from any and all claims, demands and lawsuits arising from or relating to this agreement, including the payment of all damages, expenses, costs and attorney fees, whether these claims and lawsuits are based upon active or passive negligence, indemnification, contribution, or strict or product liability on the part of TOWNER COMMUNICATIONS, its agents or employees, except to the extent such claims, demands or lawsuits occur while an employee or agent of TOWNER COMMUNICATIONS is on customer's premises and which damages, expense and other liability are solely and directly caused by the acts of said employee or agent for which TOWNER COMMUNICATIONS shall indemnify Customer. 6. Limitation of Liability: The total liability of TOWNER COMMUNICATIONS hereunder or arising in connection with the provision of any services, whether based upon or arising out of negligence, strict liability, contract, tort, warranty, misrepresentation, patent infringement or other -wise, shall not exceed the actual amount paid by customer to TOWNER COMMUNICATIONS for such services, not to exceed 50% of one year's recurring service charge (as set forth below). In no event shall TOWNER COMMUNICATIONS be liable to customer for consequential damages such as, but not limited to, loss of production, regardless of whether the claim for such consequential damages be based on warranty (express or implied), contract, tort or otherwise. 7. Default and Remedies 7.1 Default: The happening of any one of the following shall be an Event of Default under this agreement: (i) failure by Customer to pay any amount within 30 days after the same is due and payable; (ii) failure by the customer to observe, keep or perform any agreement required of it herein and to correct such breach within 10 days after written notice of same from TOWNER COMMUNICATIONS; (iii) abuse of the System; (iv) dissolution, termination of existence, discontinuance of the business, insolvency or business failure of the Customer; (v) initiation of bankruptcy, reorganization, assignment for the benefit of creditors, or like proceeding by or again the customer; (vi) excessive false alarms caused by the customer; or (vii) allow other vendors to work on the system during the term of this agreement. Quote #GM000088 v4" Page: 7 of 9 Terms and Conditions - Premise 7.2 Remedies: Upon the occurrence of an event of defaults, then at anytime thereafter, TOWNER COMMUNICATIONS may pursue on or more of the following remedies: (i) by written notice to the Customer, declare the balance of all unpaid amounts due and to become due under this agreement to be immediately due and payable, provided that all past due amounts shall bear interest at the rate of 1.S% per month (18% per year) or the maximum rate permitted by law from the first occurring event of default; (ii) cure the event of default, in which case the customer shall pay Towner Communications' service fees and costs incurred in effecting such cure; (iii) receive immediate possession of any TOWNER COMMUNICATIONS owned portion of the system, and for such purpose enter the customer's premises and remove said portion of the system and the customer hereby waives any further rights to the TOWNER COMMUNICATIONS owned portion of the system and any claims resulting from said repossession, including any claim or restoration of the premises to its former condition; (iv) proceed at law or in equity to enforce performance by customer of the provisions of this agreement, or to recover damages for the breach of this agreement; (v) discontinue furnishing the services, including, without limitations, disabling communication software, hardware and/or firmware contained within the system from any monitoring facility, and terminate this agreement by written notice to the customer; (vi) recover any other costs TOWNER COMMUNICATIONS is required to bear in respect to the system and/or services provided under this agreement; and (vii) recover all costs of collection, including court costs, collection expenses, attorneys' fees, reasonable costs of removal of TOWNER COMMUNICATIONS - owned portion of the system, and any other reasonable costs paid or incurred by TOWNER COMMUNICATIONS in enforcing or attempting to enforce the terms and conditions of this agreement. Furthermore, if there are any other agreements in effect between TOWNER COMMUNICATIONS and the customer, then TOWNER COMMUNICATIONS, at its option, may deem customer's default under any other agreement to be a default under any or all the agreements and TOWNER COMMUNICATIONS shall be entitled to exercise any or all of its remedies upon default with respect to any or all of such agreements. The above remedies are cumulative and exercise of one does not preclude the exercise of another. 8. Miscellaneous provisions 8.1 Subcontracting: Assignment: TOWNER COMMUNICATIONS shall have the right to subcontract any of the services which it may be obligated to perform. This agreement and its benefits are not assignable by the customer except upon the prior written consent of TOWNER COMMUNICATIONS. The customer acknowledges that this agreement and particularly those sections relation to Towner Communications' maximum liability and third party indemnification, insure to the benefit of, and are applicable to any assignees or subcontractors of TOWNER COMMUNICATIONS. TOWNER COMMUNICATIONS will notify customer should any part of this contract be assigned to another vendor. 8.2 Nonsolicitation: Neither party may solicit to hire, employ or otherwise receive the services of (except for services provided pursuant to this agreement), any individual who was employed by the other party at the time of such solicitation or employment or at any time during the one year period immediately preceding such solicitation or employment, without the prior written consent of the party employing the individual. 8.3 Force Majeure: TOWNER COMMUNICATIONS shall not be liable for nonperformance or delay in performance due wholly or partially to any cause beyond its control, including action or failure of the government to act where action is required, strikes or other labor troubles, riots, power failures, interruption or unavailability of telephone service, fire, flood, lightning, earthquakes, or other acts of God. Replacement of the system necessitated by any such event will be at the customer's expense. This agreement may be suspended or terminated, at the option of TOWNER COMMUNICATIONS or the customer, if the customer's premises or the system or any part thereof is destroyed by fire, lightning or other catastrophe or so substantially damaged that it is impractical to continue to provide services. Upon such suspension or termination, an equitable refund of the service charges paid, but not yet earned, shall be made. Notice of termination shall be given upon written notice given within ten days of such event. 8.4 Entire Agreement: Customer acknowledges receipt of a copy of this agreement. This agreement constitutes the entire agreement among the parties pertaining to the subject matter hereof and supersedes all prior agreements, letters of intent, understandings, negotiations and discussions of the parties, whether oral or written. If there is any conflict between this agreement and the customer's purchase order, or any other document or any oral agreements, this agreement will govern. 8.5 Amendments: This agreement may only be amended in a writing signed by both parties. No waiver of any of the terms and conditions Quote #GM000088 v4 .■ Page: 8 of 9 Terms and Conditions - Premise contained herein shall be effective unless such waiver is in writing and signed by an authorized representative of the party waiving such condition. 8.6 Severability: In the event any of the terms and conditions of this agreement are declared invalid or inoperative, all of the remaining terms and conditions shall remain in full force and effect. 8.7 Governing Law: This agreement and the rights and obligations of the parties hereunder are to be governed by and construed and interpreted in accordance with the laws of the state of Kansas applicable to contracts made and to be performed wholly within Kansas, without regard to choice or conflict of laws rules. 8.8 Waiver of Jury trial: Each party hereto hereby waives any right to trial by jury of any claim, demand, action or cause of action arising under this agreement or in any way connected with or related or incidental to the dealings of the parties hereto or any of them in respect of this agreement or transactions related hereto, in each case whether now existing or hereafter arising, and whether sounding in contract or tort or otherwise. Each party hereto agrees and consents that any such claim, demand, action or cause of action will be decided by court trial without a jury. 8.9 Notices: Any notice provided pursuant to this agreement, if specified to be in writing, shall be in writing and shall be deemed given; (i) if by facsimile, hand delivery or by delivery service, upon receipt thereof; (ii) if mailed, three days after deposit in the US mail, postage prepaid; or (iii) if by electronic mail, upon receipt thereof. All notices shall be addressed to the parties at the addresses specified below or at such other addresses as either party may in the future specify in writing to the other. 8.10 Disclaimers and Waivers: This agreement contains certain exculpatory clauses, disclaimers and waivers to which the customer has agreed. The undersigned acknowledges that they have received, read, accepted, and agreed to the Towner Communications Terms of Service, and Towner Communications Terms and Conditions incorporated by this reference. Cust nature Print Name ri � S-k�n ►�.00 d E-mail Address i n a-M a'rS i CL Ww . Cq O V Phone `1 S'1 & -741— 1191 Date Quote #GM000088 v4 } Page: 9 of 9 24X7 EXTENDED WARRANTY PACKAGE Cut Expensive Repair Costs & Strengthen Your Bottom Line 24x7 Extended Warranty Package - Description of Services Unscheduled, On -call Service Maintenance: • Emergency Service: TOWNER shall respond within two (2) hours after receiving notification of a major outage without incurring additional charges. See General Terms and Conditions • Normal Service: TOWNER shall respond within 24 hours after receiving notification of a normal service (break/fix) request. • All labor to perform required service, repair and maintenance on the system is included. • All trip charges will be included for needed service in the greater KC area. • Moves, Adds, Changes Includes labor to perform general remote moves, adds, and changes.' " NOTE: Remote access required. General remote or site moves, adds, and changes does not include system redesigns or requests requiring more than half an hour of time. Built in Software Assurance: • Access to software updates and patches as needed via Manufacturers Software Assurance & Support program (SWAS) • One (1) free telephony software upgrade a year remote access required NOTE: Includes labor to install/apply updates and patches; does not include major releases. Features of new software releases may require hardware upgrades of processor, memory, hard drive or other components for the proper operation. (TOWNER will provide PC specifications to customer.) This agreement does not include any required hardware; such will be provided on a time and material basis: the customer may be required to sign a separate agreement with the manufacturer of the software based on manufacturer licensing requirements. Replacement Parts: Extended Warranty includes replacement parts as deemed necessary by TOWNER. All exchangeable parts will be new and/or refurbished standard parts or parts of equal quality. Exchanged parts removed from the system become the property of TOWNER. Phones are not included unless covered by manufacturer's warranty. Exclusions Include: UPS', batteries, non-proprietary cordless phones/headsets and other personal or disposable devices, cabling, hardware and software not installed by TOWNER, any service due to telephone carrier or internet provider changes/outages, service due to changes in network configuration or equipment, annual system inspection. Annual System Inspection Customer shall provide an employee to accompany TOWNER technician during the inspection of the system. Customers will be notified if changes need to be made to the environment as a result of the inspection. Inspection includes the following: • Control Equipment/Head End: • Check ventilation and temperature of equipment room • Inspect accessible cabling in wiring closet, making recommendations where necessary • Inspect all cooling fans, system components, station cabling and connections • Power: • Inspect and test any battery back-up or UPS if such capability exists • Verify system grounding • Performance &Protection: • Where applicable, monitor system logs for errors • Perform a database save/backup and validate IP addressing • Validate software version and recommend upgrades when applicable • Validate integrity of remote access Access to Customer Portal on TOWNERMCOM with the ability to track open service orders, past and present invoices, and other important information pertaining to customer accounts Priority scheduling will be given to systems covered by 24x7 and 8x5 warranty plans. "Refer to General Terms and Conditions Access to TOWNER Help Desk Support • Telephone support for inquiries regarding system performance and/or remote trouble resolution. Advice/assistance through telephone and email support is available for service related items during normal business hours (8am - 4:30pm CST Monday -Friday excluding holidays.) • Customized User Guides provided via email for quick reference Op1'IEP SfpE. =� r Riverside Police Department Resolution Overview — ._.;— OFFICER AGENDA DATE: July 18, 2023 BACKGROUND: This is the annual maintenance contract for our city telephone system with Towner Communication. They are the sole vendor for the Mitel phone product and the vendor we have been using since 2012. The requested funds were approved int eh 2023-2024 fiscal budget. BUDGETARY IMPACT: $15,337.30