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HomeMy WebLinkAboutR-2024-103 Approving Quote from Towner Communications and Agreements Related TheretoRESOLUTION NO. R-2024-103 A RESOLUTION APPROVING A QUOTE FROM TOWNER COMMUNICATIONS AND AGREEMENTS RELATED THERETO BE IT RESOLVED BY THE BOARD OF ALDERMEN OF THE CITY OF RIVERSIDE, MISSOURI AS FOLLOWS: THAT the Board approves Quote No. 000730 v6 from Towner Communications and the Superseding Addendums for the General Terms and Conditions and Cloud Terms and Conditions, copies of which are attached hereto and incorporated herein, and further authorizes the Mayor to sign the quote and addendums 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 day of 2024. &I:flj ztp:'o�� 1) ayor Kathleen L. Rose ATTEST: Robin Kincaid, City' Clerk 8/2/24, 2:44 PM General Terms and Conditions I Towner Communications Towner 1 Products About Towner Contact Towner Request Quote LOGIN (� 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 COMMUNICATIONS to 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 COMMUNICATIONS the 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 COMMUNICATIONS to 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 io (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 https://townerkc.com/general-terms-and-conditions/ 1/6 8/2124, 2:44 PM General Terms and Conditions I Towner Communications 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 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 COMMUNICATIONS to 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 COMMUNICATIONS 30 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 it Customer has furnished I OWNER 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 of 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. https://townerkc.com/general-terms-and-conditions/ 2/6 8/2/24, 2:44 PM General Terms and Conditions I Towner Communications 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 2.5 RMA and Return Policy: TOWNER COMMUNICATIONS does not accept returns and all sales are final In the event of an out of box failure or warrantied failure, Towner Communications will provide a Return Merchandise Authorization (RMA) to the customer The RMA will allow the customer to return the product for repair or replacement in accordance with the manufacturer's warranty. It is important to note that the customer must obtain the RMA before returning the product. Restocking fees and shipping fees will be billable. Towner Communications reserves the right to refuse any returns that do not have a valid RMA. 2.6 Refunds and Credits: Any refund requests must be submitted in writing to our customer support team at service@townerkc com. TOWNER COMMUNICATIONS reserves the right to evaluate each refund request on a case -by -case basis and may, at its discretion, issue a credit instead of a refund. (i) In instances where a refund is approved, TOWNER COMMUICATIONS will issue a credit to the customer's account. (ii) Credits are non -transferable and can only be applied to future services provided by TOWNER COMMUNICATIONS (iii) The credit amount will be equal to the refunded amount and will be valid for a period of 12 months] from the date of issuance (iv) TOWNER COMMUNICATIONS does not provide cash refunds under any circumstances. Refunds will not be issued in the form of checks or any other monetary instrument. All approved refunds will be applied to the customer's account as a credit for future services. (v) Customers can use their account credits towards any future services provided by TOWNER COMMUNICATIONS. Credits cannot be redeemed for cash or transferred to other individuals or entities. The use of credits is subject to the terms and conditions of the specific services being purchased. (vi) Customers will be notified via email of any credits issued to their account The email notification will include details of the credited amount, the reason for the credit, and instructions on how to apply the credit to future services. TOWNER COMMUNICATIONS reserves the right to modify, amend, or update this refund and credits policy at any time without prior notice. Customers are encouraged to review this policy periodically to stay informed of any changes. By using our services, you acknowledge and agree to the terms outlined in this Refunds and Credits Policy. If you have any questions or concerns, please contact our customer support team at accounting@townerkc.com. 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 https://townerkc.com/general-terms-and-conditions/ 3/6 8/2/24, 2:44 PM General Terms and Conditions I Towner Communications 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 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. https://townerkc.com/general-terms-and-conditions/ 4/6 8/2/24, 2:44 PM General Terms and Conditions I Towner Communications 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 7.2 Remedies: Upon the occurrence of an event of defaults, then at any time 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 5 i per month (18 is 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, https://townerkc.com/general-terms-and-conditions/ 5/6 8/2/24, 2:44 PM General Terms and Conditions I Towner Communications 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 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 Missouri applicable to contracts made and to be performed wholly within Missouri, 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. Towner Links Quick Taking the HELL out of Hello since a super long Blog time ago Careers t. 913.780.3166 Extended Warranties Request Portal Access Know More CZ Search Cloud Contract FAQs Cloud Terms & Conditions Follow us General Terms & Conditions 0 f in Privacy Policy Copyright © Towner Communications, LLC. 2015 — 2025. All Rights Reserved. https://townerkc.com/general-terms-and-conditions/ 6/6 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 General 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. The Agreement shall not be deemed to create any third -party benefit hereunder for any member of the public or to authorize anyone, not a party hereto, to maintain suit pursuant to the terms of this Agreement. 5. Sections 2.2, 6, and 5.3 are deleted. 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. 7. In accordance with the laws of the State of Missouri, specifically Missouri Constitution, art. VI, section 26, notwithstanding any provision to the contrary, nothing in the Agreement shall be construed as creating an obligation or debt beyond the City's fiscal year, and in the event that it does, performance of the City's obligations under the Agreement is expressly subject to appropriation of funds by the City year-to-year during the duration of the Agreement. 8. Contractor agrees to maintain confidentiality of any nonpublic personal information or protected health information as defined by applicable federal and state law. Contractor further agrees to use appropriate safeguards to prevent unauthorized use or disclosure of protected health information and will report any unauthorized use or disclosure to the City within one (1) business day of discovery. 9. Contractor agrees not to disclose any confidential information received from the City or otherwise acquired while performing the services. Confidential information is information that would constitute a closed record under Missouri's Sunshine Law, Chapter 610, RSMo. 10. Subsections (iii) and (v) of Section 2.4 are deleted. Other than late fees for delinquent invoices, those fees contained in Section 2.5, and the remaining subsections of Section 2.4, no other fees or charges outside of the Quote apply. 1 IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their authorized representatives. TOWNERCO) UNICATIONS: By: Name:�'f Title: V 1 ott" Dated: 021 I CITY OF RIVERSIDE, MISSOURI: By Kath nfL. Rose, Mayor Dated: / U • G[' �-G'� `�►' ATTEST: r -X( Robin Kincaid, City Clerk COUNTERSIGNED BY: CITY By: ' Brian ] Dated: Work Authorization Affidavit STATE OF MISSOURI ) ) SS. COUNTY OF JACKSON ) 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)k01—F0,,AV<,- N BEFORE ME, the undersigned authority, personally appeared who, being duly sworn, states on his oath or affirmation as follows: e-7ti I. My name is I41 1 6V j^y and I am currently the ��"�� of (hereinafter "Company"), whose business address is LQ w 09,"k %r/ kl�-ya 64 i4-p �`il/( , 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 contracte s i s-se farth above. A cant / Ctontrxctor Printed Name Subscribed and sworn to before me this -�—, day of , 2094. SEAL N tary Pu ll SHA NA LEA NOTARY PUBIJC • NOTARY SEAL STATE OF NASSOURI �tiIIdISSIONED FOR PETTIS COUNTY +MISSION ESP RES JUN.17, 2025 ID #1 25840 8/2/24, 2:45 PM Cloud Terms and Conditions I Towner Communications 4.4. You agree that on the day of the install, any changes that are deemed above and beyond will be chargeable. Changes such as name changes, or other minor changes to include things not working that should, will be covered. Reprogramming multiple phones and buttons, that we should have already had the correct information on will be chargeable. 5. LIMITATIONS ON CREDITS. 5.1. Notwithstanding anything in this Agreement to the contrary, the maximum total credit for any calendar month for failure to meet Service Level Guarantees under the Agreement, including all guarantees, shall not exceed fifty per cent (50%) of your monthly recurring fee for the affected Cloud Services. Credits that would be available but for any limitation on credits will not be carried forward to future months. 5.2. You are not entitled to a credit under any Service Level Agreement for downtime or outages resulting from Maintenance. For purposes of the Agreement, Maintenance shall mean: 5.2.1. Scheduled maintenance — repairs, modifications, or upgrades announced at least twenty-four (24) hours in advance; 5.2.2. Scheduled customer maintenance — maintenance of your configuration that you request and that we schedule with you in advance (either on a case by case basis, or based on standing instructions), such as hardware or software upgrades; 5.2.3. Emergency maintenance — critical unforeseen maintenance needed for the security or performance of your configuration or TOWNER COMMUNICATIONS' network. 5.3. You are not entitled to a credit under any Service Level Agreement for downtime or outages resulting from: 5.3.1. External factors or circumstances outside of our control, including denial of service attacks, virus attacks, hacking attempts and spikes in network traffic or application utilization; 5.3.2. a change which you effect or request which results in downtime or outages or interferes with our ability to provide the Services; 5.3.3. deficiencies, bugs or errors in your application, application code, data structures, system software, operating system, or any vendor supplied patches; 5.3.4. any unsupported third -party products or third party services (or their interaction with the Services); 5.3.5. any action we take which we reasonably believe is necessary to protect you, the TOWNER COMMUNICATIONS' network, or our other customers. 5.4. You are not entitled to a credit under any Service Level Agreement if you are in breach of your Agreement with TOWNER COMMUNICATIONS (including your payment obligations to TOWNER COMMUNICATIONS) at the time of the occurrence of the event giving rise to the credit until you have cured the breach. You are not entitled to a credit if the event giving rise to the credit would not have occurred but for your breach of your Agreement with TOWNER COMMUNICATIONS or your misuse of the Services. 5.5. You must request a credit via accounts payable (accounting@townerkc.com) within thirty (30) days following the occurrence of the event giving rise to the credit. If the claim is approved, the credit will be applied during the next billing cycle following approval. You must show that your use of the Service to which the applicable Service Level Guarantee applies was adversely affected in some way as a result of the downtime or outage to be eligible for the credit. 5.6. For the purpose of determining whether a credit is due, time periods will be measured from the time stamp generated by our ticket system, the time an interruption is recorded in our monitoring system, until https://townerkc.com/cloud-terms-and-conditions/ 2/9 8/2/24, 2:45 PM network Cloud Terms and Conditions I Towner Communications availability is restored or the affected device is powered back on, as applicable. 6. TERM. 6.1. The initial term for each Order begins on the date that we make the Services available for your use and continues for the period stated in the Order. If no period is stated in the Order, then the initial term shall be thirty-six months. Upon expiration of the initial term, the Order will automatically renew for successive renewal terms of thirty-six months each, unless and until one of us gives the other a written notice of nonrenewal 90 days prior to the expiration of the initial term (or then -current renewal term, as applicable). 6.2. During the term, services may not be removed that were agreed to on the initial service agreement. However additional services may be added during the term of service. Services may be renegotiated prior to the start of new thirty -six-month service term upon customers written request. 6.3. Upon the end of the Services Period, you no longer have rights to access or use the Services, including the associated TOWNER COMMUNICATIONS Programs and Services Environments; 7. FEES AND PAYMENT TERMS. 7.1. TOWNER COMMUNICATIONS will charge you and you agree to pay no later than 10 days from the invoice date, the fees for the Services in accordance with your Order. Unless you have made other arrangements, TOWNER COMMUNICATIONS will charge your credit card monthly, without invoice, beginning on the date that TOWNER COMMUNICATIONS first makes the Services available to you. Once placed, your order is non -cancelable and the sums paid nonrefundable, except as provided in this Agreement or your order. You will pay any sales, value-added or other similar taxes imposed by applicable law that TOWNER COMMUNICATIONS must pay based on the Services you ordered, except for taxes based on TOWNER COMMUNICATIONS' income. TOWNER COMMUNICATIONS may suspend all Services (including services provided pursuant to any unrelated Order or other agreement we may have with you) if our charges to your credit card are rejected for any reason, or payment is over 30 days past due. If you are found to be over 30 days past due twice in any six-month period, TOWNER COMMUNICATIONS will require that your account be converted to credit card payment only in order to continue your service with TOWNER COMMUNICATIONS. At which point, you will be responsible for payment of any outstanding balances and any applicable termination liability. TOWNER COMMUNICATIONS may charge interest on overdue amounts at a rate of $50.00 per month. If any amount is overdue by more than sixty (60) days, and TOWNER COMMUNICATIONS brings a legal action to collect, or engages a collection agency, you must also pay TOWNER COMMUNICATIONS' reasonable costs of collection, including legal fees, attorney fees and court costs. Unless stated otherwise, fees are stated and will be charged in the same currency as per your Order. Any "credit" that we may owe you, such as a credit for failure to meet a Service Level Agreement, will be applied to fees due from you for Services, and will not be paid to you as a refund. If there is a dispute with respect to any portion of an invoice, you shall pay the undisputed portion of the fees promptly (within 10 days of invoice) and provide written details specifying the basis of any dispute of the remaining amount. Both Parties agree to work together to promptly resolve any disputes. Charges that are not disputed within thirty (30) days of the date charged are conclusively deemed accurate. You authorize TOWNER COMMUNICATIONS to obtain a credit report at any time during the term of the Agreement. 7.2. You understand that you may receive multiple invoices for the Services you ordered. Invoices will be submitted to you pursuant to TOWNER COMMUNICATIONS' invoicing standards. https://townerkc.com/cloud-terms-and-conditions/ 319 8/2/24, 2:45 PM Cloud Terms and Conditions I Towner Communications 8. SUSPENSION OF SERVICES. 8.1. Grounds for Suspension. We may suspend the Services without liability if: 8.1.1. we reasonably believe that the Services are being used (or have been or will be used) in breach of the Agreement; 8.1.2. we discover that you are, or are affiliated in any manner with, a person who has used similar services abusively in the past; 8.1.3. you don't cooperate with our reasonable investigation of any suspected breach; 8.1.4. we reasonably believe that the Services have been accessed or manipulated by a third party without your consent; 8.1.5. we reasonably believe the suspension of the Services is necessary to protect our network or our customers; 8.1.6. a payment of any invoiced amount is overdue; or 8.1.7. we are required by law or a regulatory or government body to suspend your Services. 8.2. Notice of Suspension. We will give you reasonable advance notice of a suspension under this Sub -section and a chance to cure the grounds on which the suspension is based, unless we determine in our reasonable commercial judgment that a suspension on shorter or contemporaneous notice is necessary to protect TOWNER COMMUNICATIONS or our other customers from imminent and significant operational, legal, or security risk. 8.3. Fees and Remedies. If the suspension was based on your breach of your obligations under the Agreement, then we may continue to charge you the fees for the Services during the suspension and may charge you reasonable reinstatement fee (at our discretion) upon reinstatement of the Services. If your Services are compromised, then you must address the vulnerability prior to TOWNER COMMUNICATIONS placing the Services back in service or, at your request, we may be able to perform this work for you at our standard hourly rates as a supplementary service. 9. TERMINATION FOR BREACH. 9.1. Your right to terminate. You may terminate the Agreement for breach on written notice if we: 9.1.1. materially fail to provide the Services as agreed and do not remedy that failure within ten (10) days of your written notice describing the failure; or 9.1.2. materially fail to meet any other obligation stated in the Agreement and do not remedy that failure within thirty (30) days of your written notice describing the failure. 9.2. Our right to terminate. We may terminate the Agreement for breach on written notice if: 9.2.1. we discover that the information you provided for the purpose of establishing the Services is materially inaccurate or incomplete; 9.2.2. you did not have the legal right or authority to enter into the Agreement on behalf of the person represented to be the customer; 9.2.3. your payment of any invoiced amount is overdue and you do not pay the overdue amount within four (4) Business Days of our written notice; 9.2.4. you have made payment arrangements via credit card or other third party, and the third party refuses to honor or reverses our charges, or you initiate a charge -back; 9.2.5. you fail to comply with any other obligation stated in the Agreement and do not remedy the failure within ten (10) days of our written notice to you describing the failure; 9.2.6. you breach the acceptable use of our Cloud Services more than once even if you remedy each breach; 9.2.7. a credit report indicates that you no longer meet our reasonable credit criteria, TOWNER COMMUNICATIONS will provide you a reasonable opportunity to migrate your environment out of TOWNER COMMUNICATIONS in an orderly fashion before we terminate Services; you will be responsible to pay the fees associated with the Services until TOWNER COMMUNICATIONS is able to terminate your Services. https://townerkc.com/cloud-terms-and-conditions/ 4/9 8/2/24, 2:45 PM Cloud Terms and Conditions I Towner Communications 9.2.8. you use the Services in violation of the acceptable use of our Cloud Services and fail to remedy the breach within ten (10) days of our written notice; or 9.2.9. your agreement for any other TOWNER COMMUNICATIONS service is terminated for breach of the acceptable use of our Cloud Services applicable to that service. 9.3. Termination for insolvency. Either of us may terminate the Agreement with immediate effect on written notice if the other party (or we reasonably believe that the other party) (i) is unable to pay its debts; (ii) enters into compulsory or voluntary liquidation; (iii) compounds with or contravenes a meeting of its creditors; (iv) has a receiver or manager or an administrator appointed (or an application is made to the court for the same); or (v) ceases for any reason to carry on business or takes or suffers any similar action which means that it may be unable to pay its debts (each an "Insolvency Event"). Notwithstanding anything to the contrary in the Agreement, the fees for the Services shall become due immediately upon the occurrence of an Insolvency Event. 9.4. Early Cancelation. Early Cancelation of contract will require balance of contract payment and a $200 early cancelation fee may be applied. 10. LIMITATION ON DAMAGES. 10.1. The maximum aggregate liability of TOWNER COMMUNICATIONS and any of its Representatives for loss or damages in connection with the Services or the Agreement under any theory of law shall not exceed the greater of (i) the amount of fees you paid for the Services for the month during which the occurrence of the event giving rise to the claim. 10.2. neither of us (nor any of our Representatives) shall be liable to the other for: 10.2.1. any indirect, special, incidental, exemplary, or consequential loss or damages of any kind; 10.2.2. any loss of profit or income; 10.2.3. any loss of business or business opportunity; 10.2.4. any loss or corruption of data; 10.2.5. any anticipated savings or revenue; 10.2.6. any punitive damages; 10.2.7. any loss of goodwill or reputation; or 10.2.8. any loss that could have been avoided by the damaged party's use of reasonable diligence, even if the party responsible for the damages has been advised or should be aware of the possibility of such damages. 10.3. the service credits stated in the Service Level Agreement are your sole and exclusive remedy for TOWNER COMMUNICATIONS' failure to meet the guarantees for which service credits apply. 10.4. The parties agree that the limitations on damages set out in the Agreement are agreed allocations of risk such constituting in part the consideration for TOWNER COMMUNICATIONS' provision of the Services, and limitations will apply notwithstanding the failure of essential purpose of any limited remedy. 11. EMERGENCY SERVICES — 911 DIALING. 11.1. Non -Availability of Traditional 911 or E911 Dialing Service. The Service does not support traditional 911 or E911 access to emergency services in all locations. Where we do not offer traditional 911 or E911 access, we offer a feature known as "911 Dialing" which is a limited emergency calling service available only on https://townerkc.com/cloud-terms-and-conditions/ 5/9 8/2/24, 2:45 PM Cloud Terms and Conditions I Towner Communications TOWNER COMMUNICATIONS, LLC certified Devices or Equipment. The 911 Dialing feature may not work at all when used in conjunction with a Soft Phone, Virtual Numbers or Subscriber provided Customer Premise Equipment. Our 911 Dialing feature is not automatic; you must separately take affirmative steps, as described in this Agreement and on our website, to register the address where you will use the Services In order to activate the 911 Dialing feature. You must do this for each TOWNER COMMUNICATIONS, LLC phone number that you obtain. The 911 Dialing feature of the Service is different in a number of important ways from traditional 911 or E911 service as described on our website page for 911 Dialing under "Features;' and below. You shall inform any household residents, guests and other third persons who may be present at the physical location where you utilize the Service of (i) the non -availability of traditional 911 or E911, and (ii) the important differences in and limitations of the TOWNER COMMUNICATIONS, LLC 911 Dialing feature as compared with traditional 911 or E911 dialing. The documentation that accompanies each Device that you purchase should Include a sticker concerning the potential non-avallablllty of tradltlonal 911 or E911 dialing (the "911 Sticker"). It is your responsibility, in accordance with the instructions that accompany each Device, to place the 911 Sticker on each Device that you use with the Service. If you did not receive a 911 Sticker with your Device, or you require additional 911 Stickers, please contact our customer care department. 11.2. Registration of Physical Location Required. For each phone number that you use for the Service, you must register with TOWNER COMMUNICATIONS, LLC the physical location where you will be using the Service with If that phone number. When you move the Device to another location, you must register your new location. you do not register your new location, any call you make using the 911 Dialing feature may be sent to an emergency center near your old address. You will register your initial location of use when you subscribe to the Service. Thereafter, you may register a new location by following the instructions from the "911" registration link on your TOWNER COMMUNICATIONS, LLC web account dashboard features page. For purposes of the 911 Dialing feature, you may only register one location at a time for each phone line you use with the Service. 11.3. Confirmation of Activation Required. Your 911 Dialing feature will not be activated for any phone line that you are using with the Service, unless and until you receive an email from us confirming that the 911 Dialing feature has been activated for that phone line. 11.4. How Emergency Personnel are contacted. We contract with a third party to use the address of your registered location to determine the nearest emergency response center and then forward your call to a general number at that center. When the center receives your call, the operator will not have your address and may not have your phone number. You must therefore provide your address and phone number in order to get help. Some local emergency response centers may decide not to have their general numbers answered by live operators 24 hours a day. If we learn that this is the case, we will send your call instead to a national emergency calling center and a trained agent will contact an emergency center near you to dispatch help. You hereby authorize us to disclose your name and address to third -party service providers, including, without limitation, call routers, call centers and public service answering points, for the https://townerkc.com/cloud-terms-and-conditions/ 6/9 8/2/24, 2:45 PM Cloud Terms and Conditions I Towner Communications purpose of dispatching emergency services personnel to your registered location. 11.5. Service Outages. (a) Service Outages Due to Power Failure or Disruption. 911 Dialing does not function in the event of a power failure or disruption. If there is an interruption in the power supply, the Service, including 911 Dialing, will not function until power is restored. Following a power failure or disruption, you may need to reset or reconfigure the Device prior to utilizing the Service, including 911 Dialing. (b) Service Outages Due to Internet Outage or Suspension or Termination of Broadband Service or ISP Service. Service outages or suspensions or terminations of service by your broadband provider or ISP will prevent all Service, including 911 Dialing, from functioning. (c) Service Outage Due to Suspension or Termination of Your TOWNER COMMUNICATIONS, LLC Account. Service outages due to suspension or termination of your account will prevent all Service, including 911 Dialing, from functioning. (d) Service Outages Due to ISP or Broadband Provider Blocking of Ports or Other Acts. Your ISP or broadband provider or other third party may intentionally or inadvertently block the ports over which the Service is provided or otherwise impede the usage of the Service. In that event, provided that you alert us to this situation, we will attempt to work with you to resolve the issue. During the period that the ports are being blocked or your Service is impeded, and unless and until the blocking or impediment is removed or the blocking or impediment is otherwise resolved, your Service, including the 911 Dialing feature, may not function. You acknowledge that TOWNER COMMUNICATIONS, LLC is not responsible forthe blocking of ports by your ISP or broadband provider or any other impediment to your usage of the Service, and any loss of service, including 911 Dialing, which may result. In the event you lose service as a result of blocking of ports or any other impediment to your usage of the Service, you will continue to be responsible for payment of the Service charges unless and until you terminate the Service in accordance with this Agreement. (e) Other Service Outages. If there is a Service outage for any reason, such outage will prevent all Service, including 911 Dialing, from functioning. Such outages may occur for a variety of reasons, including, but not limited to, those reasons described elsewhere in this Agreement. 11.6. Re -Activation Required if You Change Your Number or Add or Port New Numbers. 911 Dialing does not function if you change your phone number or if you add or port new phone numbers to your account, unless and until you successfully register your location of use for each changed, newly added or newly ported phone number. 11.7. Network Congestion: Reduced Speed for Routing or Answering 911 Dialing Calls. There may be a greater possibility of network congestion and/or reduced speed in the routing of a 911 Dialing call made utilizing the Service as compared to traditional 911 dialing over traditional public telephone networks. 11.8. Possible Lack of Automatic Number Identification. It may or may not be possible for the local emergency personnel to automatically obtain your phone number when you use 911 Dialing. Our system is configured to send the automatic number identification information; however, one or more telephone companies, not us, route the traffic to the emergency response center and that center may not be capable of receiving and passing on that information. As a result, the operator who answers your 911 Dialing call may not be able to automatically obtain your phone number and call you back if the call is not completed or is not forwarded, is dropped or disconnected, if you are unable to speak to tell the operator your phone number, or if the https://townerke.com/cloud-terms-and-conditions/ 7/9 8/2/24, 2:45 PM Cloud Terms and Conditions I Towner Communications Service is not operational for any reason 11.9. No Automated Location Identification. In most service areas, it is not possible at this time to transmit to the local emergency response center the address that you registered for 911 Dialing. You will need to state the nature of your emergency promptly and clearly, including your location (and possibly your telephone number), as the operator will not have this information. Emergency personnel will not be able to find your location if the call is not completed or is not forwarded, is dropped or disconnected, if you are unable to speak to tell the operator your location, or if the Service is not operational for any reason. 11.10. Disclaimer of Liability and Indemnification. We do not have any control over whether, or the manner in which, calls using our 911 Dialing service are answered or addressed by any local emergency response center. We disclaim all responsibility for the conduct of local emergency response centers and the national emergency calling center. We rely on third parties to assist us in routing 911 Dialing calls to local emergency response centers and to a national emergency calling center. We disclaim any and all liability or responsibility in the event such third party data used to route calls is incorrect or yields an erroneous result. Neither TOWNER COMMUNICATIONS, LLC nor its officers or employees may be held liable for any claim, damage, or loss, and you hereby waive any and all such claims or causes of action, arising from or relating to our 911 Dialing service unless such claims or causes of action arose from our gross negligence, recklessness or willful misconduct. You shall defend, indemnify, and hold harmless TOWNER COMMUNICATIONS its fines, officers, directors, employees, affiliates and agents and any other service provider who furnishes services to you in connection the Service, from any and all claims, losses, damages, penalties, costs and expenses (including, without limitation, attorney's fees) by, or on behalf of, you or any third party relating to the absence, failure or outage of the Service, including 911 Dialing, incorrectly routed 911 Dialing calls, and/or the inability of any user of the Service to be able to use 911 Dialing or access emergency service personnel. 11.11 Alternate 911 Arrangements. If you are not comfortable with the limitations of the 911 Dialing service, you should consider having an alternate means of accessing traditional 911 or E911 services or terminating the Service. 11.12. Customers in the State of Kansas are automatically assessed at $0.60 monthly fee for E911 services that is passed through directly from TOWNER COMMUNICATIONS, LLC. to the State of Kansas. 12. HOSTED FAX. 12.1. TOWNER COMMUNICATIONS expressly forbids any unlawful use of its services which may violate any applicable law or regulation including the Telephone Consumer Protection Act. It is solely the responsibility of you and your company to ensure that all such laws and regulations, including without limitation, regulation of unsolicited advertising, are adhered to. You and your company expressly absolves Our Company of all responsibility for their use of Our Fax services and warrant that they are in full compliance https://townerkc.com/cloud-terms-and-conditions/ 819 8/2/24, 2:45 PM Cloud Terms and Conditions I Towner Communications with all laws and regulations regarding sending facsimiles. You and your company represent and warrant that it will contractually require and use reasonable efforts to enforce that you and your end -users: (a) Only use Our Fax services for lawful purposes and that its use of Our Fax services will be in compliance with all federal, state and local laws and regulations including, without limitation, the provisions of the Telephone Consumer Protection Act (b) Will not use Our Fax services to transmit any unlawful, harmful, threatening, abusive, libelous, vulgar, obscene, profane, hateful, or otherwise objectionable information of any kind, including, but not limited to, encouraging conduct that would constitute a criminal offense, infringe third party rights, give rise to civil liability or otherwise violate any local, state, federal or other law or regulation. (c) Will not use Our Fax services to upload, post, reproduce or distribute, in anyway, any information, software or other material protected by copyright or any other intellectual property right without first obtaining the permission of such right holder. (d) Will comply with all applicable laws, regulations and conventions, including those related to data privacy, international communications, exportation of technical or personal data, and the sending of certain unsolicited facsimiles. 13. CALL RECORDING 13.1. TOWNER COMMUNICATIONS provides a function that allows a user of the Service to record Individual telephone conversations. The laws regarding the notice and notification requirements of such recorded conversations vary by state to state. Subscriber is solely responsible for applying the local laws in the relevant jurisdiction when using this feature. 13.2. The call recording feature is provided "as -is" and without warranty of any kind. The use of this and all TOWNER COMMUNICATIONS, LLC features or Services are subject to our Terms of Service. Service Level Agreement Cloud Unscheduled, On -call Service Maintenance: • Emergency Service: Towner shall respond within four (4) hours after receiving notification of a major outage without incurring additional charges. See Cloud Terms and Conditions • Normal Service: TOWNER shall respond within 24 hours after receiving notification of a normal service (break/fix) request. *NOTE: Remote access required. Services Not Included - After hours Emergency Service, all trip charges, labor to perform remote or onsite moves, adds and changes on your system. Services based on work performed during normal business hours (8:00 - 4:30 CST, Monday - Friday) Towner ( �N Quick Links Taking the HELL out of Hello since a super long Blog time ago Careers illi. 913.780.3166 Extended Warranties `uSelsortl,Is Al agree to Le b.1rd by,be Request Portal Access TOr'Iner L'OITIn Lft'C-:nanc S-vIce. A l;IIemenl, ac e I ­nl F9ree,n n rd Gc cl:c!, = p(abl, lly� Know More Q Search Cloud Contract FAQs Cloud Terms & Conditions Follow us General Terms & Conditions Privacy Policy y f in Copyright© Towner Communications, LLC 2015-2025 All Rights Reserved https://townerkc com/cloud-terms-and-conditions/ 9/9 SUPERSEDING ADDENDUM 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 Cloud 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. 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. The last sentence of Section 11.10 is deleted. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their authorized representatives. TOWNER COMMUNICATIONS: By: /VI--- r101-- I Name: lo et W"�— Title: ylpo �Sti�S Dated: CITY OF RIVERSIDE, MISSOURI: By: Kathleen L. Rose, Mayor Dated: o ATTEST: , Robin Kincaid, ity Clerk COUNTERSIGNED BY: CITY PURCHASING AGENT: By:_ Brian Dated: Towner 1 TAKE YOUR BUSINESS COMMUNICATIONS TO THE NEXT LEVEL WITH ELEVATE Elevate Unified Communications Elevate is an easy -to -use cloud - based unified communications system that helps employees to be more productive and collaborative. It includes a full -featured phone system combined with chat, web/video conferencing, and file collaboration and backup capabilities. ELEVATE INCLUDES Includes 90+ enterprise -grade calling features © Free local and long distance calling to Canada, US, and Puerto Rico PHONE SYSTEM a• t 1 • CONTACT CENTRE VIDEO CONFERENCING rr A TEAM CHAT MOBILE AND SMS The Elevate Mobile App makes any smart phone an essential collaboration tool 'qW A 1 BACKUP AND DESKTOP COLLABORATION PRESENCE FAX INDICATOR ® The Elevate Desktop App integrates with company directory, showing employee availability and enabling click -to -call Powerful video conferencing, screen sharing and file sharing features facilitate better collaboration Benefits to Your Business Allows a user's mobile devices to interact seamlessly 6-b with the corporate phone system Virtually anywhere, anytime, and on any device - creates a more flexible workforce INCREASED m Integrated chat, video conferencing, screen sharing, file sharing, file backup and integrations extends PRODUCTIVITY reach and facilitates collaboration Elevate makes a more productive workforce. ,W a Reduces infrastructure and operating costs Consolidates voice and data onto one network LOWER COSTS No phone system infrastructure hardware to buy, install, manage, upgrade or replace. HIGH RELIABILITY Elevate's voice network is purpose-built for reliability. 90+ enterprise -grade calling features INCLUDED in the service Highly secured datacentres increase reliability and reduce latency Proprietary VoIP tests help ensure a reliable connection and high voice quality • Mix and Match packages according to user needs: FAEssentials, Pro and Enterprise • Order service according to the number of users; no guessing number of lines needed SIMPLIFIED SCALING Ordering additional service is easy & can be done & MANAGEMENT online; no technician or special expertise required Elevate scales according to • Manage service and features in our user-friendly the needs of any business. control panel • Scales to a large number of users per business • Elevate automatically rings all your end points (desk phone, mobile, etc.) with every call and in the event that you don't answer, it routes the call to any BUSINESS number you choose (branch office, automated CONTINUITY attendant, mobile number, etc.) Never miss an important business call. • Access to Advanced Hunt Groups included with Elevate Pro and Enterprise • Upgrade your Elevate Contact Centre plan to access even more features (like omni-channel support) at ENHANCED any time CUSTOMER • Contact Centre delivers more responsive, informed, EXPERIENCE and positive customer experiences • Plans for businesses of all sizes, industries, and levels of sophistication The Business -Class Features You Deserve ® 90+ ENTERPRISE -LEVEL FEATURES INCLUDED Call Forwarding Call Park • Call Transfer Do Not Disturb Call Recording 1VW VOICEMAIL • 3-way Calling • Receptionist Routing Caller ID a Music on Hold Extension Dialing o Spam Caller Protection HD Audio And many more... Call Waiting • Voicemail to email via WAV file SMS notifications • Auto -delete of voicemail after 90 days • Change personal greeting • Remote voicemail access Voicemail transcription (Included with Pro and Enterprise packages only) ■4 VIDEO CONFERENCING HD video conferencing eliminates unnecessary travel and empowers teams with remote members to be more productive • Share your computer desktop with team members in real time, improving collaboration and speed of decision making Includes a conference dial -in number and custom URLs for meetings + BUSY LAMP FIELD (BLF) Indicates presence - whether another user's phone is currently in use • Other user extension and name information is presented as virtual "buttons" on the desk phone LCD display • The BLF display can be used for speed dials, and also to make or take calls on behalf of another user (s CALL FLIP Allows the user to seamlessly move an active call from the desktop phone to a mobile phone or vice versa Called party will hear hold music while the caller utilizing the Call Flip feature switches devices mid -call TEAM CHAT • Pin favorite contacts to the top of your list Chat messages automatically sync across desktop and mobile devices View free/busy/away statuses of all your contacts Chat messages are securely encrypted in transit and at rest Included with Pro and Enterprise packages only -s FILE COLLABORATION Easy and secure file sharing Access the most current version of files from any device Co -edit in real time Access file server content from mobile devices without a VPN n CONTACT CENTRE Access to Advanced Hunt Groups included with Elevate Pro and Enterprise Smart queueing technology tells customers their position in line, plus wait time WEBFAX ® Users receive, view, manage faxes via the web, or as email attachments • Users may send faxes from any Internet -connected PC o Does not require an additional phone line Deep analytics and reporting help you visualise gaps and improve performance Upgrade your contact centre features to include omni-channel capabilities (SMS, chat, email) to connect with customers through their preferred modes of communication Apps/Productivity Included with Elevate ml ELEVATE MOBILE APP This powerful mobile application transforms your phone , into an essential collaboration tool, making teamwork ` • ' on -the -go easier than ever. See who is available, send �w chats and SMS messages, place calls and see voicemails - ,7ELEVATE • [� anytime, anywhere. B•M Been Never miss important calls BM Beall Extend your business phone number and extension to your $ Bmh1!11 mobile phone, so you can place and receive calls on -the -go °"`°""'"`"` or even transfer calls from your desktop phone to your mobile device —seamlessly, without interruption. 80042311] Easily collaborate from anywhere NOVATO CA 1 N°UESTO CA Your full desktop chat history is synchronised with your 8009959895,., • mobile device so you can stay connected and continue conversations no matter where you are. nil ELEVATE DESKTOP APP Our desktop app brings essential collaboration tools together, making teamwork easier than ever. See who is available, send chat, place and receive calls, share screens, start video calls and share files - all from one application.* Communicate your way Have the flexibility to use your desktop application to place and receive calls in two ways, either as a call controller for your associated desk phone or as a softphone from your PC or Mac. One application for collaboration One place to see the availability of coworkers, place a phone call, start team chat and launch a video conference. Stay connected on -the -go With the Elevate desktop and mobile applications, you take your contacts, files and conversations with you —wherever you are. *Pro and Enterprise packages add SMS messaging to the Desktop App h i ONLINE MEETING VIDEO CONFERENCING & SCREEN SHARING Online Meeting® is an easy -to use, reliable video collaboration tool. HD video conferencing: Face to face meetings eliminate unnecessary travel and empowers teams with remote members to be more productive Screen sharing: The computer desktop can be shared in real-time, improving collaboration and speed of decision making Screen annotation: Meeting participants can call out important points on a shared screen in during a meeting o Includes a conference dial -in number, and custom URLs for meetings Elevate Pro includes up to 100 participants and up to 30 simultaneous video feeds. Elevate Enterprise includes up to 200 participants and up to 30 simultaneous video feeds. SHARESYNC° FILE SHARING & SECURITY v File sync and share with backup for desktops, mobile devices, and file servers. The most current version of files from any device Easy and secure file sharing o Reduced downtime from ransomware and other types of data loss Integration with Windows file server, Exchange Email, Active Directory, Outlook, Office, and Office 3650 • Full control over files, users, devices, and sharing activities Includes 5 GB/user for Essentials, 50 GB/user for Pro and 200 GB/user for Enterprise pooled storage for ShareSync, Backup and File Sharing 51-o ,, ,. _, '1 °off ELEVATE INTEGRATIONS Elevate Integrations is a platform that connects powerful voice, chat, video conferencing and contact centre functionalities into everyday business applications like Googlela, Microsoft°, Salesforce®, and more — driving higher productivity and increasing customer retention with no heavy costs. Increase Employee productivity Embed communications into everyday business applications across various teams to streamline business workflows and maximise employee efficiency. Integrations packages: Drive customer retention and increase revenue Combine powerful communication capabilities with relevant customer data to ensure sales and support teams have the right information at the right time. Office 365 ELEVATE ESSENTIALS suck ELEVATE r' • a • E+ ELEVATE servicenow ENTERPRISE 02 Outlook G Suite � sugarcrm PO Dynamics 365 No heavy IT investment Our integrations are easy to use and easy to deploy, with no heavy training or implementation costs required. ORACLE' NETSUITE ELEVATE" �i CRM SCREEN POPS no. Microsoft Teams zendesk Salesforce We have prepared a quote for you Elevate Quote # 000730 Version 6 Prepared for: City of Riverside Robin Kincaid rkincaid@riversidemo.gov ).* Statement of Work New Elevate services: Statement of Work (SOW) for City of Riverside - Elevate Cloud Proposal On -Site Installation Introduction This Statement of Work (SOW) outlines the tasks, deliverables, and responsibilities required for the implementation of the Elevate Cloud Communication System for the City of Riverside, Missouri. This document serves as an agreement between Towner Communications and the City of Riverside, detailing the scope of work, project objectives, and the resources necessary to complete the project. Project Objectives The primary objective of this project is to implement the Elevate Cloud Communication System, which includes advanced VolP capabilities, unified communications, and collaboration tools across various sites within the City of Riverside. This will enhance communication efficiency, improve collaboration, and ensure reliable and scalable communication infrastructure for the city. Scope of Work 1. Planning • Develop a detailed implementation plan in collaboration with the City of Riverside project manager. 2. System Design and Configuration • Design the Elevate Cloud Communication System to meet the specific needs of the City of Riverside. • Configure the system to include the following components based on the provided spreadsheet and quote (quantities subject to final confirmation with the customer project manager): User and Device Allocation . Total User Licenses: 67 0 44 Elevate Pro licenses 0 25 Elevate Essentials licenses . Devices: 0 39 Yealink T58W Pro phones (distributed across Elevate Pro users as per the customer's provided spreadsheet) 0 34 Resource Lines (500 min) 0 10 Fax Lines (500 min) Main Location (2950 NW Vivion Rd, Riverside, MO 64150-1502) • 30 Elevate Pro licenses • 3 Grandstream HT801 ATAadapters • 1 Yealink CP965 Conference Phone • 7 Resource Lines (500 min) • 3 Fax Lines (500 min) • 1 Auto Attendant • Local Number Porting for 100 numbers Police and Fire Department (2990 NW Vivion Rd, Riverside, MO 64150-1502) Quote #000730 v6 Page: 2 of 9 N0 -MMIMW =Mllvww� Statement of Work • 7 Elevate Pro licenses • 25 Elevate Essentials licenses • 1 Yealink CP965 Conference Phone • 5 Grandstream HT801 ATAadapters • 11 Yealink T54W Business Phones 11 Yealink T33G Desk Phones 25 Resource Lines (500 min) • 5 Fax Lines (500 min) • 3 Auto Attendants Community Center (4498 NW High Dr, Riverside, MO 64150) 5 Elevate Pro licenses • 1 Grandstream HT801 ATAadapter • 1 Yealink WM OB DECT Base • 1 Yealink W56H Cordless Phone • 1 Fax Line (500 min) Public Works (4200 NW Riverside St, Riverside, MO 64150-9672) • 2 Elevate Pro licenses • 1 Yealink CP965 Conference Phone • 1 Grandstream HT801 ATAadapter • 2 Resource Lines (500 min) • 1 Fax Line (500 min) 3. Equipment Procurement and Delivery • Procure all necessary equipment as per the quantities listed above. • Ensure timely delivery of equipment to each designated site. 4. Installation and Integration • Install and integrate all hardware and software components at each site. • Ensure seamless integration with existing infrastructure where applicable. 5. Yealink T58W Pro Phones • Distribute 39 Yealink T58W Pro phones across Elevate Pro users according to the customer's provided spreadsheet. • Note that the Yealink T58W Pro is an unsupported device on our platform. A $99/month Premium Device Support fee will be applied for future changes on these devices. • All changes on the T58W Pro will need to be manually done through the individual phones and cannot be managed through the Elevate portal. • If remote desktop access is not possible, physically sending a technician on -site will be required to make these changes. Additional charges will apply if a technician is needed on -site. 6. Testing and Quality Assurance • Perform comprehensive testing of the Elevate Cloud Communication System • Ensure all features and functionalities are working as intended. Quote #000730 v6 Page: 3 of 9 310 West 89th Terrace Kansas City , Missouri 64114 913-780-3166 A Statement of Work • Conduct user acceptance testing (UAT) with designated city representatives. 7. Training and Documentation • Provide end -user training sessions, including 7 hours for end users and 1 hour for administrators. • Deliver comprehensive documentation for system configuration, user guides, and troubleshooting. 8. Support and Maintenance • Offer premium support services for ongoing maintenance and troubleshooting. • Provide a dedicated support contact for any system -related issues. Assumptions Quantities of users and equipment listed in this SOW may not be accurate. Final quantities will be confirmed with the City of Riverside project manager upon system build. The City of Riverside will provide access to all necessary facilities and resources required for the installation and configuration of the system. Any chan/ges to the scope of work will be managed through a formal change request process. Project Timelin/ The project is expected to be completed within a 60-day period from the date of agreement signing. A detailed project schedule will be developed and shared with all stakeholders. Acceptance Criteria The project will be considered complete when: • All hardware and software components are installed and fully operational. • Comprehensive testing has been conducted, and any issues resolved. • User training has been completed, and all documentation delivered. • Final approval is received from the City of Riverside project manager. Terms and Acknowledgment: • By signing this agreement, the undersigned acknowledges and agrees to Towner Communications, LLC's Terms of Service and all incorporated Terms and Conditions, available for review at www.townerkc.com. • An invoice for the Total Due at Signing will be issued upon agreement, The Initial invoice signifies pre -authorization and prepayment for the first service month. Regular billing begins 60 days from account creation, with NET 10 payment terms. • Early termination of the contract by the customer necessitates full payment of the contract balance. Standard contract duration is 36 months unless otherwise specified. • Acceptance of this proposal and agreement to the Terms and Conditions is confirmed by the customer's electronic signature on this Telecommunications Purchase Agreement. Updated Agreement Language 8/2/24: Towner Communications agrees to let City of Riverside change user counts and hardware requirements up to 20% of the executed agreement during the duration of the contract. In addition, if there are user licenses and hardware that both parties agree is not needed during the implementation process those can be removed. Hardware returns may be subject to a restocking Quote #000730 v6 Page: 4 of 9 310 West 89th Terrace Kansas City , Missouri 64114 913-780-3166 IN., Statement of Work fee. Monthly Services Description Recurring Price O.iy Ext. Recurring Ext. Price Elevate Pro Includes Cloud PBX with advanced call $25.00 $25.00 44 $1,100.00 $1,100.00 center, unlimited local and long distance calling, connection to up to 5 devices, Chat, File Sharing (50 GB/user), online Meeting (100 web participants per meeting) and Business SMS. 1 license is required for each uni Elevate Essentials Includes Cloud PBX with unlimited local $23.50 $23.50 25 $587.50 $587.50 and long distance calling, connection to 1 device, Chat, Online Meeting (4 web participants per meeting), file sharing (5 GB). 1 license is required for each unified communications user in the organization. Polycom Elevate Resource Used to enable common area phones $12.99 $12.99 34 $441.66 $441.66 Line (500 min) such as conference or lobby phones, 500 minutes of outbound local calls included per month. Elevate Resource Used to enable common area phones $6.00 $6.00 1 $6.00 $6.00 Line (Pay Per such as conference or lobby phones, all Use) outbound calls are charged pay per use. To be used for Elevator line. Elevate Fax Line Used to enable fax machines, 500 $14.99 $14.99 10 $149.90 $149.90 (500min) minutes of outbound local fax calls included per month. (For use with FAX ATA not included) Premium Device Our Premium Device Support $99.00 $99.00 1 $99.00 $99.00 Support subscription covers our team doing MAC (Moves, Adds, Changes) for the devices. These changes require our technicians to make changes directly in the devices that otherwise would be available through our Elevate Portal for Suppor Quote #000730 v6 Page: 5 of 9 310 West 89th Terrace Kansas City , Missouri 64114 913-780-3166 Monthly Services Description Recurring Price Qty Ext. Recurring Ext. Price Elevate Archiving Easily capture, store, and search through $0.00 $0.00 30 $0.00 $0.00 30 Days all your communications, including Retention phone call logs and recordings, voicemail recordings and transcriptions, SMS, and Elevate Chat.The number of archiving licenses should match the number of Elevate licenses that Hardware Description Elevate Yealink Yealink SIP-T58W Pro IP Phone - Corded/Cordless - Corded/Cordless - T58W Pro Bluetooth, Wi-Fi, DECT - Wall Mountable, Tabletop - Classic Gray - VoIP - IEEE 802.11a/b/g/n - 2 x Network (RJ-45) - PoE PortsPro Yealink HD Android Phone with wireless Bluetooth handset Elevate Yealink Elevate Yealink T54W Deskphone includes PSAn IP desk phone with a T54W - Gold 4.3-inch adjustable -tilt color display, dual Gigabit Ethernet ports, built - Rebate in Bluetooth and Wi-Fi and a USB port. Includes 10 physical line keys access 27 configurable positions for calls, Elevate Yealink An IP desk phone with Color LCD display, superb sound quality, and a T33G - Gold wide range of business telephony features. Includes 4 physical line keys Rebate configurable for phone calls, presence, and speed dial.4 x Total Line - VoIP - 2 x Network (RJ-45) - PoE Ports J Elevate Yealink An IP Conference phone with a 5-inch color touch screen and 20 foot CP965 - Silver microphone pickup range for large sized conference rooms.** Silver Rebate Rebate $40 off reg. price $659.00 Eligible only with Elevate Essentials or Elevate With Teams User subscriptions (Requi Elevate Yealink A High-performance Color -screen Expansion Module for Yealink T5 EXP50 Expansion SeriesThe Yealink EXP50 Color -screen Expansion Module for Yealink T5 Module Series IP phones, including SIP-T58W/SIP-T58V/SIP-T58A/SIP- T56A/SIPT54S/SIP-T52S, is designed to expand the functional cap Elevate The HT801 Adapter connects to your existing fax machine allowing you Grandstream to send and receive faxes through the Cloud Phone System. HT801 ATA Subtotal. $2,384.06 Subtotal $2,384.06 Price Qty Ext. Price $330.00 39 $12,870.00 $0.00 1 17 1 $0.00 $0.00 1 11 1 $0.00 $619.00 1 3 1 $1,857.00 $120.00 1 1 1 $120.00 $82.00 1 10 1 $820.00 Quote #000730 v6 Page: 6 of 9 Hardware Description Price Qty Ext. Price Elevate The Grandstream HT818 is an 8-port FXS gateway that facilitates the $200.00 2 $400.00 Grandstream conversion of analog lines to VoIP. With an integrated Gigabit NAT HT818 8-port Router and strong encryption, the HT818 is a reliable and safe VolP Gateway gateway/router. Elevate Yealink Elevate Yealink W56H Cordless HandsetA cordless handset designed $57.80 1 $57.80 W56H - Gold exclusively for use with the Yealink W70B multi -line cordless base. Rebate Includes PSU.** Gold Rebate $85 off reg. price $142.80 Eligible only with Elevate Pro or Elevate Enterprise User subscri Elevate Yealink Elevate Yealink W70B Cordless BaseA 10-line cordless base designed for 1 $156.00 1 1 1 $156.00 W70B use with the W56H handset. Supports up to 10 handsets. Subtotal: $16,280.80 Professional Services Description Price Qty Ext. Price TRAIN-FULLDAY Full Day Training Package $1,260.00 1 $1,260.00 ProServices Pro Services $150.00 24 $3,600.00 Subtotal $4,860.00 Fees & Tax Description Price Qty Ext. Price Elevate Local Elevate Local Number Port Activation Fee $6.00 100 $600.00 Number Port Shipping Shipping/HandlingShipping of equipment from manufactures to Towner $244.65 1 $244.65 for provisioning services. Elevate Fee Elevate Fee $566.58 1 $566.58 Elevate Tax Elevate Estimated Tax (one time and recurring) $1,000.40 1 $1,000.40 Subtotal $2,411.63 Quote #000730 v6 Page: 7 of 9 310 West 89th Terrace Kansas City , Missouri 64114 913-780-3166 Elevate Prepared by: Main Office r Keith Towner 913-780-3166 ktowner@townerkc.com Quote Summary Prepared for: City of Riverside 2950 NW Vivion Rd. Riverside, MO 64150 Robin Kincaid (816) 918-7666 rkincaid@riversidemo.gov Quote Information: Quote #: 000730 Version: 6 Delivery Date: 08/02/2024 Expiration Date: 08/31/2024 Description Amount Monthly Services $2,384.06 Hardware $16,280.80 Professional Services $4,860.00 Fees & Tax $2,411.63 Total $25,936.49 Recurring Summary Description Amount Monthly Services $2,384.06 Total $2,384.06 Quote includes monthly recurring additions and/or additional materials needed for your cloud service. These will be added into your original contract co -terminus to original date. The total amount of the quote or "Due At Signing" must be paid in order to process order if there are materials. To approve this order please sign and return to Towner, we will then generate an invoice and email it you for payment. Taxes, shipping, handling and other fees may apply. We reserve the right to cancel orders arising from pricing or other errors.The undersigned acknowledges that they have received, read, accepted, and agreed to the Towner Communications, LLC. Terms of Service, and ALL Towner Communications, LLC Terms and Conditions incorporated by this reference. Your below indicates your acceptance of this proposal and agreement to pay Total Due at Signing. Terms and Conditions are available for review on our website www.townerkc.com. An invoice for Total Due at Signing will be emailed. This payment serves as pre -authorization and prepayment for your first month of services. Your next invoice will be processed the month following your account activation date. Invoice terms are NET 10. Towner Communications, LLC may apply late fees to delinquent invoices. Free phone promo requires minimum 12 months of monthly recurring payments, if customer terminates before 12 months, the remaining balance of promo phone cost will be invoiced. Quote #000730 v6 Page: 8 of 9 Main Office City of Riverside Signature: Aeld 5 "Woe* Signature: Name: Keith Towner Name: -robin Kincaid- Title: Date: BLit/ f) C Date: 08/02/2024 Quote #000730 v6 IEE` Page: 9 of 9