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HomeMy WebLinkAboutR-2024-136 Approving Software Support Agreement w/ Kenton Brothers Locksmiths, Inc. RESOLUTION NO. R-2024-136 A RESOLUTION APPROVING A SOFTWARE SUPPORT AGREEMENT WITH KENTON BROTHERS LOCKSMITHS, INC. BE IT RESOLVED BY THE BOARD OF ALDERMEN OF THE CITY OF RIVERSIDE, MISSOURI AS FOLLOWS: THAT the Board of Aldermen approves the Software Support Agreement and Superseding Addendum, attached hereto in their substantial form, with Kenton Brothers Locksmiths, Inc. The Mayor is authorized to sign the agreements on behalf of the City. 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 /7Tday of December 2024. 4trzb.tpaal. P.ek2.,2 . , esMayor Kathleen L. Rose ATTEST: 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 Kenton Brothers Locksmiths,Inc. ("Contractor"). 2. This superseding addendum form is hereby made a part of the Master Agreement and its Standard 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 venue provision in Section 20(e) of the Agreement is hereby amended. The Parties agree that the sole and exclusive jurisdiction and venue for any and all disputes arising under this Agreement that are not subject to arbitration shall be Platte County,Missouri. 5. 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. 6. Pursuant to the laws of the State of Missouri, specifically Missouri Constitution, art. VI, section 26, and notwithstanding any provision herein to the contrary,no term or provision of this Agreement shall be construed as creating an obligation or indebtedness of the City beyond the limits of the City's fiscal year.In the event any obligation under this Agreement extends beyond the City's fiscal year, the City's performance thereof shall be expressly contingent upon and subject to the annual appropriation of funds by the City for each successive fiscal year throughout the duration of this Agreement. 7. The indemnification provision in Section 14 is hereby struck in its entirety. Neither Party shall have an indemnification obligation under the terms of this Agreement. 8. The arbitration provision in Section 18 is hereby struck in its entirety. 9. The Contractor agrees to keep any nonpublic personal information or protected health information, as defined by applicable federal and state law, confidential. The Contractor further agrees to implement appropriate safeguards to prevent unauthorized use or disclosure of this information and will notify the City within one (1) business day if any unauthorized use or disclosure occurs. Additionally, the Contractor agrees not to disclose any confidential information received from the City or acquired while performing services. For the purposes of this Agreement, "confidential information" includes any information 1 that would be considered a closed record under Missouri's Sunshine Law, Chapter 610, RSMo. IN WITNESS WHEREOF,the parties have caused this Agreement to be executed by themselves or by their authorized representatives. KENTON BROTHERS LOCKSMITHS, INC.. By: Name: �br fi5x Title: Srtvcwc dc-4 -+ Dated: tilt / tf CITY OF RIVERSIDE,MISSOURI: By: iii-- ),>.(3" Kathleen .Rose,Mayor Dated: l n 17 ?0 .�, _ _,ATTEST: • -� Robin Kincaid, ity Clerk .rh •r •.� .'s If S COUNTERSIGNED BY: CITY PURCHASING AGENT: By: Brian E. , ity in r Dated: 1n710- aaw 2 AFFIDAVIT OF COMPLIANCE WITH RSMo 285.530(1) STATE OF MIS OURI COUNTY OFClcre...g....„\ Before me,the undersigned Notary Public,personally appeared ebtr--►.s1e D --- ,who, being duly sworn upon oath, states as follows: 1. Affiant's Identity: My name istr1s �R k I am over the age of eighteen and am competent to make this affidavit. I am the Sa;`tc,Cc, i4- - of vejotA t3c0.4,ers Lx W"W(�iereinafter"Company") .rm 2. Purpose of Affidavit: This affidavit is made to comply with the requirements of Missouri Revised Statutes, Section 285.530(1), in connection with Company's contractual relationship with the City. 3. Compliance with RSMo 285.530(1): o Company is enrolled in and participates in a federal work authorization program, such as E-Verify, operated by the United States Department of Homeland Security,to verify the employment eligibility of all employees hired by Company after January 1,2009. o Company does not knowingly employ any person who is an unauthorized alien in accordance with the requirements of Missouri Revised Statutes, Section 285.530(1). 4. Continued Compliance: Company shall continue to comply with the requirements of Missouri Revised Statutes, Section 285.530(1),and will provide documentation of enrollment and participation in the federal work authorization program upon request by any relevant authority. Signature of Affiant: �"�" 1 Printed Name of Affiant: 4.2-K 03:.1P.L- Title of Affiant: Sei v— Caws, Date: . 2-1* Notary Acknowledgment: Subscribed and sworn to before me,this day of��l'2024. r Notary Public: My commission expires: [Seal] ALISON A HACKATHdRN STATE OF Public- M 13St O My ConinissallapCcittrasitrOct.07,2028 Commission 04382421 BROTHERS INC. All Secure. Proposal: Q5714 3yr Software Support Licensing Prepared for: S. ...". 11552 City of Riverside C 2950 NW Vivion Road Riverside, MO 64150 US T I ;; - 8167413993 Fes- '•: P aA, E r- / W -i Proposal Issued: Proposal Valid to: 10/21/2024 11/20/24 3401 E Truman Rd Kansas City, MO 64127-2228 US 816-842-3700 www.KentonBrothers.com WBE Page 1 of 19 la ienum BROTHERS INC. All Secure. About Us Founded in 1897, Kenton Brothers Systems for Security is one of the oldest and most trusted �� , security providers to commercial organizations in tt -------' It the region. From our headquarters in Kansas City, we're �- 4 ""`, centrally positioned to serve our local, regional and '. ;. national clients and generations of buildings and I"%- ' ,. " - '� „` - businesses. "`'-"� '' Today, our company focuses on the next generation of systems for security, including the latest technologies in network based access control, surveillance systems and video analytics. Rely on our experience of being in the business of protecting people, property and possessions for , r over a century to be your one source for security :. = products and services. ', A .4- t-'. El IN _..A I Smart...row tor 4404 All Secure. . i, Since 1897 -- R row,, � 8 rr _ $. " ,f ';%',n 4 w i t ar '.'- 4 , E. J t p V a-.P. l ,'t y - t S y tk'�\. 4 ill tr A . 4r '4' * '''''' . ' *�^ r. w„ �-"`�'kxk I+ `} III t d i, iI{, Reepiiig = -.7 ,, .L All SPr;t,.<. . Incr:87..r #' i A Women-Owned Enterprise. 3401 E.Truman Road(Kansas City,MO 64127 Grandad would be proud P-816.842 3700 IF-816.471 1897 kentonbrothers corn Page 2 of 19 All Se(i re. Kenton Brothers Systems for Security II -`= Capability Statement / Certi ie[1 Vi'). S K� Certified ' WOMEN ~I) e�crr;�ar INCG �,�M LJl._. � ��+ E OWNED Syscern*tag Ilsocumy Women`s Business En , � fix/ { n's f3rwruss Faiurpaue +P,y s*" Core Competencies: Century Old Company on the Forefront of Security Innovation Kenton Brothers Systems for Security is a complete physical security integrator based in Kansas City, Mo with offices in Wichita, KS and Columbia, MO. While our roots go back over a century, our company focus is on innovation and technology that is leading the way into the future of security in identity management, business systems, global site management, and hosted systems. Security Products: Master key systems Video cameras Access control Access control systems IP access control Electrified locking hardware Video cameras/Security cameras Commercial Hardware IP video security ADA operators Hosted and managed systems Metal Detectors Global site management solutions Turnstiles Business management solutions Hide-Away storm shelter Inventory control/quality control USPS approved postal boxes Door closers Safes Past Performance: Integrated IP Security Solutions: • Independence Power& Light--Complete security solution including nonlethal electric fence, turnstiles, locking hardware, IP access control and security cameras with night vision. • Glazers Distributors--Complete security solution and inventory management system including locking hardware, identity management, IP access control, and high-resolution IP video security. • Kansas City University of Medicine and Bioscience--IP access control and identity management software, IP security cameras, single network solution. • Belton School District--IP access control and security cameras on a single platform integrated with the Belton PD. • Independence Police Dept--IP video security solution including high-resolution video cameras and video management software. • Belton Police Dept--IP video security solution including high-resolution video cameras in the interrogation rooms, microphones, and innovative video managment software. • Consolidated Container Company--IP video solution for security and quality control. Access Control; • Missouri State University--IP access control designed to integrate with Blackboard software management allowing for a one card system for identity management and purchasing. • National Nuclear Security Administration, Kansas City Security Complex--Locking hardware, door, and GSA certified container security. •Waterone of Johnson County--Masterkey system and rekey with bilevel patented key control, administrative software, electrified locking hardware, padlocks, gates, and ADA hardware. Differentiators: Page 3 of 19 WBENC national certification, WBE state and city certifications, DOE security clearance. Product certifications include: S&G 2740 high security locks, LKM 7000, Kaba Mas X09, X10 GSA containers, Avigilon,Axis, Lenel/S2, Bosch, Milestone, Gallagher, Garrett, Exacq,Assa Abloy,Allegion. Codes and Classifications: Cage Code: 6J449 DUNS Number 029848918 NAICS Codes: 327390 423420 423850 561622 332311 423710 561621 PSC Codes: N063 4240 5411 6350 N075 5410 5810 7520 R429 Company Information: Kenton Brothers Systems for Security www.kentonbrothers.com 3401 E Truman Road Kansas City, MO 64127 888-536-8661 Primary Contacts Gina Stuelke, Owner/CEO 816-888-5840 gina@kentonbrothers.com David Strickland, COO 816-888-5839 davids@kentonbrothers.com Neal Bellamy, VP of Operations 816-888-5833 nealb@kentonbrothers.com Annette Muckenthayler, Controller 816-888-5847 annettem@kentonbrothers.com Ryan Kaullen,Asst. VP of Operations 816-888-5843 ryank@kentonbrothers.com Dan Carmichael, Operations Manager 816-842-3700 I Kenton Brothers I Sales@kentonbrothers.com I www.KentonBrothers.com Our Services Kenton Brothers is one of the Midwest's oldest and most trusted security hardware distributors and service providers. We implement state of the art products, AXIS. professional services and enterprise solutions to meet our customers' leading edge sonrauntGAYIOns business objectives. Doors, Frames, and Finish Hardware: Complete solutions for wood, hollow metal, and FRP openings LENELS2 Master Key & High Security Keying Systems/Locksmith Services: Key control and restricted keying systems Electronic Access Control/Electronic Hardware: O V I G I LO rl IP-based & stand alone Video Surveillance: IP, digital video systems ( ' BOSCH Invented Telephone Entry/Intercom Systems: Access control with audio-video capabilities Mir* +L��. t ' Automatic Door Operators for ADA Access: Integrate ADA compliance with your door hardware VON DUPRIN Safes/Safety Deposit Boxes: Burglary/fire resistant units, built-in or free standing LCN Emergency Call Boxes: For patron/client safety and security FALCON GSA Certified: High Security Locking Devices hes • Turnstiles: For interior and exterior applications Service/Maintenance Piaster Lock Agreements: Experienced staff to service your equipment and systems SARGENT System Management: Providing administrative support and training medeco Video Analytics: Automatically monitors cameras and alerts for events of interest rinw Managed Monitoring Services: Designed to improve the speed to value and reduce " Yale resource load Corbin Fire/Intrusion Defense: Protecting your most important assets, your people, from Russwin ;, fire,weather emergency, and intrusion. NOrierAffelli 114) Cads Blue [14; 41. I JECURITRON 10/21/2024I Prop• + , 1 3yr Software Support Licensing Page5of19 Kelton Sy,,ems'.o^SYnirviy 816-842-3700 I Kenton Brothers I Sales@kentonbrothers.com I www.KentonBrothers.com Client Information Name: 11552 City of Riverside Site: Billing: Contact: 11552 City of Riverside 11552 City of Riverside 2950 NW Vivion Road 2950 NW Vivion Road Riverside, MO 64150 US Riverside, MO 64150 US 8167413993 8167413993 Project Description Project Objectives To ensure a successful implementation and completion of this project, the following objective(s) will be completed by Kenton Brothers Inc. • Provide SUSP renewal for Gallagher access control system • Sync SUSP to Milestone expirary date The services and hardware proposed in this document are developed based on the information provided by City of Riverside. The configuration and technical details set forth in this document are intended to provide Spring Venture Group with a solution designed to meet the current and future needs of the company. Project Scope of Work Access Control System Description KB will provide an SUSP renewal for the existing Gallagher access control system. KB will also provide update of existing SUSP for Milestone to synce expirary dates. Access Control Server • Upgrade Access Control Server/Appliance to latest software version. • Upgrade all controllers firmware to latest version • Test a Sample of doors and events to verify proper operation. Warranty • Labor and workmanship is warrantied for 90 days. Customer Requirements The customer will provide items below to allow for a successful project implementation. Page6of19 PROD systems br 9e®ntY 816-842-3700 I Kenton Brothers I Sales@kentonbrothers.com I www.KentonBrothers.com • Grant KB consultants and engineers reasonable access to facilities, IT systems, and administrative access rights needed to complete this project. • Provide adequate workspace for KB personnel. • Make available all participating customer personnel so as to facilitate timely completion of this project and the knowledge transfer process. • Execute the timely review and approval of deliverables and project completion documentation in support of the overall project plan and objectives. • Any security clearances required by customer will be supplied the by customer in a timely manner. • Any safety or other training required by customer, not otherwise included in scope, will be an additional charge. Customer must notify KB of any specific training time requirements. • Provide all usernames and password to complete scope. • Provide internet security for server/ appliance. • Provide network routing and connectivity for Access control Equipment, workstations, servers, mobile applications. • Kenton Brothers definition of PPE (Personal Protective Equipment) is: hard hat, safety glasses, steel toed boots, ear plugs, lift harness, high visibility vest. Any additional requirements must be communicated prior to quote acceptance. • Verify that the job site is ready for KB to perform the installation before scheduling the installation. • Any time that work cannot reasonably be performed must be disclosed before project acceptance. This included periods of time that KB technicians cannot make noise and/or access needed equipment, doors or wire paths. • Any Server upgraded is required to be in good working order, have enough free space for the installer and be a supported operating system KB will charge the customer additional fees for any down time occurred during the installation if customer requirements are not met. Project Assumptions • Any and all training provided as a part of the project scope is designed to give clients an initial exposure to the systems involved. It is not designed to be a replacement for the comprehensive material offered by the manufacturer's education services. • All outdoor lighting is operating as designed. • All work will be performed with a 6'-8' ladder. • Lift can be driven on grounds as needed, no landscaping repair is included. • All work will be performed during normal business hours unless otherwise noted in the scope of work. Project Exceptions • No roof penetrations will be provided, unless otherwise specified in scope. • 120VAC power will not be provided unless otherwise specified in scope. • Power suppression (lighting protection) is not included unless otherwise specified in scope. • Permits and permit fees are not included unless otherwise specified in scope. Page 7 of 19 PPP Systtmf tar Seemly 816-842-3700 I Kenton Brothers I Sales@kentonbrothers.com I www.KentonBrothers.com • Conduit/ raceway is not included unless otherwise specified in scope. 10/21/2024 Proposal#05714 3yr Software Support Licensing V F Page8of19 KIM Systems for Seemty, Project Budget Gallagher SMA Access Control 18 Gallagher 2A8156 SMA LICENSE WORKSTATION 1 Gallagher 2A8164 SMA LICENSE PHOTO ID 2 Gallagher 2A8164 SMA LICENSE PHOTO ID 18 Gallagher 2A8560 SMA LICENSE SECURITY MOBILE APPLICATION 15 Gallagher 2A8571 MOBILE CONNECT CREDENTIAL(SM CUST) 45 Gallagher 2A8671 SMA LICENSE DISTURBANCE/TAUT WIRE SENSOR 3 Gallagher 2A8918 SMA SOFTWARE CCFT 16 DOOR CDX 288 Gallagher 2A8944 SMA LICENSE DOOR 3 Gallagher C12731 SMA MILESTONE VMS INTEGRATION Equipment: $22,427.70 Labor: $4,240.00 Gallagher SMA Total $26,667.70 Equipment Subtotal: $22,427.70 Labor Subtotal: $4,240.00 Project Subtotal: $26,667.70 rPage 9 of 19 Kehl Sist=ms lot Secur4 PROJECT INVESTMENT SUMMARY Equipment: $22,427.70 Labor: $4,240.00 Grand Total: $26,667.70 Grand Total listed here does not include any Service Plan amount listed below in the next section System Investment Kenton Brothers will provide the proposed system as described in this proposal for the above listed sum plus applicable taxes. Estimated Invoice Schedule Amount Deposit $26,667.70 Progress Payment $0.00 Progress Payment $0.00 Final $0.00 Payment Terms: Payment shall be Net 30 of invoice date. Balance(s)to be paid in progress payments as invoiced by Kenton Brothers with payment in full due upon system deployment completion. 10/21/20241 Proposal#Q5714 3yr Software Support Licensing M Page 10 of 19 Elden Sgs@ms!Or Seamry PROJECT ACCEPTANCE Proposal Acceptance: I have read the General Terms and Conditions of the sale, understand them fully, and agree to abide by them. I have also read and understand the payment terms. I hereby certify that I am authorized by my company to sign this agreement. Kenton Brothers is hereby authorized to perform the work as specified. AGREEMENT This Master Agreement as incorporated and reflected in the attached "Standard Terms and Conditions" (this "Agreement ") is made and entered into effective, as of the date (the "Effective Date") shown below here, by and between Kenton Brothers Locksmiths, Inc.,a Missouri corporation ("KB") and the above-identified customer("Customer"). By signing this Agreement, KB agrees to provide the security equipment, software, and/or services identified in the schedule(s)from time to time executed by the parties and attached hereto and/or incorporating this Agreement (each a " Schedule"and collectively the "Schedules"), and Customer agrees to acquire the same, upon the terms and conditions of this Agreement and the Schedules. THIS AGREEMENT CONTAINS AN ARBITRATION PROVISION WHICH MAY BE ENFORCED BY THE PARTIES Accepted by: L. � Clie : Date . Ig 8 ' G `-1, October 21, 2024 Contractor: Kenton Brothers Date 10/21/20241 Proposal#Q5714 I 3yr Software Support Licensing IN Page 11 of 19 Kenton S,stems,p,Sen,nIy STANDARD TERMS AND CONDITIONS (Distribution) 1. DEFINITIONS (a) "CCTV"means closed circuit television. (b) "Customer Location(s)"means the location(s)of Customer identified in the KB Fee Schedule. (c) "Effective Date"means the effective date of this Agreement established on page 1 hereof. (d) "Equipment"means locking hardware,keying system hardware,cameras,alarms,doors,monitors,and other materials and tangible items (e) "Fees"means Kenton Brothers,Inc.("KB")'s costs,expenses and any other charges for the Equipment,Software,Services or other items pursuant to this Agreement and/or in the applicable KB Fee Schedule. (f) "Installation Services"means the process by which KB installs Equipment and/or Software for Customer pursuant to a KB Fee Schedule. (g) "Leased Equipment"means Equipment that KB leases,or agrees to lease,to Customer pursuant to the terms of a KB Fee Schedule. (h) "Licensed Software"means the machine-readable forms of computer software programs and interfaces developed by KB that KB licenses,or agrees to license,to Customer pursuant to a KB Fee Schedule,and all items of associated documentation,together with new releases,updates, corrections and patches to same. (i) "Purchased Equipment"means Equipment that KB sells,or agrees to sell,to Customer pursuant to the terms of a KB Fee Schedule. (j) "Remote Video Equipment"means Equipment KB sells or leases,or agrees to sell or lease,to Customer pursuant to the terms of a KB Fee Schedule for establishing,maintaining and/or operating a system of CCTV components at Customer Location(s)which Customer's authorized personnel can view from any compatible computer or smart phone connected to high speed Internet. (k) "Remote Video Server Access"means access via the Internet to KB's remote video server which finds the IP address associated with Customer's CCTV components in order to enable Customer to view the CCTV cameras on any compatible computer connected to high-speed internet connection or any smart phone or smart device with Internet access capabilities. (I) "KB Fee Schedule"means any purchase schedule or other order form executed by the parties and incorporating this Agreement pursuant to which Customer may order Equipment,Software or Services from KB,together with all exhibits and schedules thereto. KB Fee Schedules become effective upon execution by both parties. This Agreement and any associated KB Fee Schedule shall be conclusive and govern KB's agreement with the customer unless amended as provided by Section 20(b). All waiver,alteration,or modification to these terms by a purchase order confirmation or other subsequent customer document are hereby expressly refused unless signed by a KB agent authorized to change these terms and conditions. (m) "Services"means the services(including related documentation,content and materials provided in conjunction therewith)that KB provides or agrees to provide to Customer pursuant to the terms of this Agreement and a KB Fee Schedule,including any authorized changes,modifications, improvements and enhancements KB provides pursuant to a KB Fee Schedule and this Agreement. (n) "Software"means the Licensed Software and Sublicensed Software. (o) "Sublicensed Software"means all third-party manufacturer firmware(embedded software accompanying Equipment)and all third-party software and interfaces that KB sublicenses,or agrees to sublicense,to Customer pursuant to a KB Fee Schedule,together with new releases, updates,corrections and patches to same developed by third party. (p) "Maintenance and Support Services"means the Services described in Section 5 that KB provides,or agrees to provide,to Customer pursuant to a KB Fee Schedule. (q) "KB Maintenance and Support Services Fee Schedule"means a KB Fee Schedule in which Customer elects to purchase Maintenance and Support Services. (r) "Work Product"means any designs,custom software programs,documentation,techniques,methodologies,inventions,analysis frameworks, procedures developed or introduced by KB in the course of or as a result of KB performing any Services,whether acting alone or in conjunction with Customer or its employees or others. 2. STANDARD TERMS AND CONDITIONS The terms and conditions of this Agreement govern each KB Fee Schedule. If there is any express conflict between the terms of this Agreement and the terms of a KB Fee Schedule,the terms of the KB Fee Schedule shall govern and control to the extent of such conflict. If the terms of this Agreement refer to or contain provisions governing types of Equipment,Software or Services that are not included in the KB Fee Schedule,then said references to non-covered items herein shall be deemed omitted for purposes of such KB Fee Schedule. 3. SERVICES (a) Services. During the term of this Agreement,KB will provide the Services set forth on the applicable KB Fee Schedule. Unless otherwise expressly provided in a KB Fee Schedule,the Services(including,without limitation,Maintenance and Support Services described in Section 5)shall not include:(i)electrical work external to the Equipment or repair of damage or replacement of parts resulting from failure of electrical power or air conditioning;(ii)repair or replacement of damaged Equipment or Software(or parts thereof)resulting from catastrophe,accident,acts of God, s •r Page 12 of 19 Kean Systn,,rap SCnwity neglect,misuse of equipment,or unauthorized modifications,repairs or reinstallation of any equipment by the Customer;(iii)any system or operational malfunction or failure not attributable to the Equipment or Software;(iv)relocation or reinstallation of Equipment or Software;or(v) assisting the Customer in obtaining any licenses or permits required by federal,state,or local entities. (b) Changes in Scope of Work. Customer may from time to time desire to make changes in the scope of work set forth in the applicable KB Fee Schedule. Variations to the scope of work,to the Equipment,Software or Services or to any specifications regarding the Equipment,Software or Services may require additional Fees or result in reduced Fees and/or may alter the time schedule for performance. Subject to the below terms, such changes must be in writing and accepted by both parties to be effective. If any such change causes an increase or decrease in the estimated Fees or causes a time schedule change from that originally agreed upon,KB will provide written notice to Customer of the change in Fees or scheduling. If such changes are acceptable to both parties,they shall execute a new or revised KB Fee Schedule,change order or other written document acceptable to both parties,reflecting the changes. All other terms hereunder are not changed unless expressly accepted by KB by a KB agent authorized to change these terms and conditions. (c) Additional Services. At Customer's request,KB may in its sole discretion,provide services not included in Services or are furnished beyond the term of an applicable KB Fee Schedule. In such event,KB shall charge Customer for such additional services at the KB published rates in effect at the time the labor and parts are furnished.Labor charges shall include travel time to and from installation site and shall be computed to the nearest one-half(1/2)hour with a minimum charge per call based upon a two(2)hour period.If travel expenses are required,they shall be billable at KB's costs,or,if commercial transportation is used,at the actual cost of such commercial transportation.Other travel costs,such as per diem, lodging,parking and tolls shall be invoiced to Customer as incurred. (d) Design Services. If the Services identified in the KB Fee Schedule include design services,all drawings,specifications and other documents and electronic data that KB furnishes to Customer are deemed Work Product of KB and KB shall retain ownership and property interests therein, including copyrights thereto. Upon Customer's payment in full for all Equipment,Software and Services required in the KB Fee Schedule,KB grants do Customer a limited,non-exclusive,perpetual license to use the Work Product in connection with the Customer Location(s)identified in the KB Fee Schedule,conditioned on Customer's compliance with the terms of this Agreement and with the express understanding that its use of the Work Product is at Customer's sole risk and without liability or legal exposure to KB or anyone working by or through KB. (e) Installation Services. If and to the extent Customer purchases Installation Services pursuant to a KB Fee Schedule,Customer authorizes KB to make preparations such as drilling holes,driving nails,making attachments or doing any other thing necessary for the installation as determined by KB in its sole discretion. KB shall not be liable for any damage or loss sustained by any such alteration or by any delay in installation,equipment failure or interruption of service due to any reason or cause. 4. EQUIPMENT AND SOFTWARE (a) Equipment Purchase. Customer agrees to purchase from KB the Equipment described as Purchased Equipment on a KB Fee Schedule. (b) Equipment Lease. Customer agrees to lease from KB the Equipment described as Leased Equipment on a KB Fee Schedule. (c) Licensed Software. Subject to the terms and conditions of this Agreement(including the applicable KB Fee Schedule),KB grants to Customer a non-exclusive,limited,non-transferable license to use,and permit end-users to use,the Software described as Licensed Software on a KB Fee Schedule solely during the license term set forth in the KB Fee Schedule and solely at the Customer Location(s)for its internal purposes. (d) Sublicensed Software. Subject to the terms and conditions of this Agreement(including the applicable KB Fee Schedule),KB grants to Customer a non-exclusive,limited sublicense to use the Software embedded in the Equipment described on a KB Fee Schedule or described as Sublicensed Software on a KB Fee Schedule,subject to the limitations,restrictions and other terms imposed by the third-party supplier as further described in Section 4.(f). (e) Shipping. By signing a KB Fee Schedule,Customer authorizes KB to arrange(and invoice Customer for)shipping and in-transit insurance for the Equipment. The Equipment is priced F.O.B.manufacturer's plant. (f) Risk of Loss. Risk of loss transfers to Customer upon delivery of possession to the shipment carrier. Claims alleging error or shortage will not be considered unless made in writing,within the time limits specified by the carrier. The goods shown on the invoice,packing list and bill of lading shall govern all cases unless such notice is timely given to the carrier with copy to KB. (g) DISCLAIMER OF WARRANTIES;THIRD-PARTY TERMS. EXCEPT AS EXPRESSLY PROVIDED IN SECTIONS 6(a)AND 12, KB MAKES NO WARRANTIES, EXPRESS OR IMPLIED,TO CUSTOMER REGARDING ANY EQUIPMENT OR SOFTWARE . If and to the extent KB's third-party suppliers or third-party manufacturers extend warranties on any of the Equipment or Software,KB passes through such warranties to Customer. Sublicensed Software may be subject to pass-through terms from the third-party suppliers. Customer shall comply with all terms and restrictions of third-party suppliers. Customer acknowledges that additional Fees may be charged for new releases and updates. 5. MAINTENANCE AND SUPPORT SERVICES (a) Covered Maintenance and Services. If and to the extent Customer purchases Maintenance and Support Services pursuant to a KB Fee Schedule,KB,through KB's staff and/or third-party contractors,will provide Maintenance and Support Services for the Equipment and/Software identified on the applicable KB Fee Schedule. Maintenance and Support Services included in KB's annual maintenance Fee are:(i)an annual service call to inspect and confirm the operation of the Equipment and Software,the timing of which annual check shall be determined at KB's sole discretion and may be performed during any service call scheduled for other purposes;(ii)remote diagnosis during Regular Business Hours to identify the source of any reported problem with the covered Equipment and/or Software and remote repair of the covered Equipment and Software during Regular Business Hours;(iii)if and to the extent KB,in its sole discretion,determines that any on-site diagnosis or repair is It:Page13of19 Kann Systems tar Sams,, necessary to address a reported problem with covered Equipment and/or Software,on-site service call(s)during KB's Regular Business Hours;and (iv)parts needed to repair covered Equipment if and to the extent they are available for reasonable cost. (b) Exclusions. Unless otherwise expressly provided in a KB Fee Schedule,the Maintenance and Support Services shall not include:(i)after-hours labor or service calls as further described in Section 5(d);(ii)any items or work described in Section 3(a)(i)through(v);(iii)the cost of replacing any Equipment when it is not capable of repair or not feasible to repair(e.g.when the parts needed to repair are not available at a reasonable cost);or (iv)the cost of purchasing any Software updates,new releases or replacements needed to repair or resolve issue. (c) Regular Business Hours. KB's Regular Business Hours are between the hours of 8:00 a.m.and 4:30 p.m.CST,Monday through Friday,excluding KB-recognized holidays. (d) After-Hours Support and Fees. Telephone support is available outside Regular Business Hours through an answering service at(816)842- 3700. The Fees for remote or on-site assistance outside of KB's Regular Business Hours are not included in KB's annual maintenance fee and are Additional Services subject to additional Fees pursuant to Section 3(c). (e) Requests for Service Call. Customer requests for support or service calls can be reported to:support@KentonBrothers.com.Customer requests for support outside of Regular Business Hours are available through an answering service at(816)842-3700. (f) Non-KB Furnished Equipment. Any Equipment not purchased by Customer from KB or not otherwise provided by KB that is to be covered by a KB Maintenance and Support Services Fee Schedule shall be subject to inspection by KB to determine if it is in good operating condition.Any repairs or adjustments deemed necessary by KB to bring such Equipment up to good operating condition shall be made at Customer's expense with advance notice to Customer of the extent of the necessary repairs and estimated cost of repair(if repairs are to be made by KB). If Customer does not make such necessary repairs,then KB shall have no obligation to provide the Services related to such Equipment. (g) Manufacturer's Warranty. Equipment and Software under manufacturer's warranty will be returned for repair or replacement in accordance to that third-party suppliers'returned material authorization policy. (h) Required KB Approvals. Customer shall not perform any material repairs to the Equipment or Software without KB's prior approval and Customer shall not relocate,reinstall or modify any of the Equipment without KB's prior written approval. Nothing in the foregoing relieves Customer of responsibility for routine maintenance and the other obligations imposed in Section 8.(b). (i) Term. The initial term of the Maintenance and Support Services shall commence on the date set forth in the applicable KB Maintenance and Support Services Fee Schedule and shall continue for the period of months set forth in that KB Fee Schedule. Thereafter,unless the KB Maintenance and Support Services Fee Schedule otherwise expressly provides and unless either party gives written notice of non-renewal to the other party at least sixty(60)days prior to expiration of the then current term,the term of the Maintenance and Support Services shall automatically renew for the additional,consecutive periods specified in the KB Fee Schedule. (j) Fees. The annual Fee for Maintenance and Support Services during the initial term,for the Equipment specified in applicable KB Fee Schedule, shall be the amount set forth in the KB Fee Schedule. Fees for renewal terms are subject to change as provided in Section 7.(d). If Customer,with KB's approval,makes any additions,modifications or deletions to the Equipment listed in the KB Fee Schedule,KB shall adjust the annual maintenance charge to reflect such changes.Any additional charges under Section 5.(d)shall be at KB's published rates in effect at the time that KB furnishes the additional services. (k) Payment. Unless otherwise stated in the applicable KB Fee Schedule,the annual Fee for Maintenance and Support Services shall be paid in equal monthly installments with each payment due in advance. KB shall invoice Customer for such amounts and payment shall be due monthly within thirty(30)days of the invoice date. All other charges shall be invoiced following the work performed and due upon receipt. 6. REMOTE VIDEO EQUIPMENT AND/OR ACCESS SERVICE (a) 90-Day Equipment Warranty. If Customer purchases as new any Remote Video Equipment pursuant to a KB Fee Schedule,KB warrants,for a period of ninety(90)days from the date of installation by KB or from the date of sale if system is self-installed by Customer,that the Remote Video Equipment shall be free from defects in material and workmanship and that the manufacturer firmware(embedded software accompanying the Remote Video Equipment)shall perform in substantial compliance with the specifications contained in the manufacturer's operating instructions. The conditions,limitation and other terms of this ninety(90)-day warranty are set forth in Section 12. CONSISTENT WITH SECTION 12, KB DISCLAIMS ALL WARRANTIES,OTHER THAN THE WARRANTY IN THIS SECTION 6.(A). (b) Remote Video Server Access. If and to the extent Customer purchases Remote Video Server Access pursuant to a KB Fee Schedule,during the term of the Remote Video Access Service set forth in the KB Fee Schedule,KB will provide Customer with access via the Internet to KB's remote video server which finds the IP address that Customer's CCTV is using in order to enable Customer to view the CCTV cameras on any compatible computer connected to high speed internet connection or any compatible smart phone or smart device with Internet access capabilities. KB is responsible only for allowing access to its remote video server and will assign a unique passcode to Customer to enable such access. Customer is solely responsible for supplying all 110 Volt AC power,electrical outlets and receptacles,electric service,high speed Internet connection,high speed broadband cable or DSL and IP address at Customer's premises where the CCTV system is installed. KB has no responsibility or liability for the same. For purposes of clarity,KB is not responsible for Customer's access to the Internet or for any interruption of service or down time of KB's remote video server. Customer also is solely responsible for installing,assigning and maintaining the security of all passcodes Customer assigns to the end users Customer authorizes to view the CCTV cameras. (c) Term of Access. The initial term of the Remote Video Server Access shall commence on the date set forth in the applicable KB Fee Schedule and shall continue for the period of months set forth in that KB Fee Schedule. Thereafter,unless the KB Fee Schedule otherwise expressly provides and unless either party gives written notice of non-renewal to the other party at least sixty(60)days prior to expiration of the then current term, ", Page 14 of 19 Kenton Systems for Seomty the term of the Remote Video Server Access shall automatically renew for the additional,consecutive periods specified in the KB Fee Schedule. (d) Fees. The annual Fee for Remote Video Server Access during the initial term shall be the amount set forth in the applicable KB Fee Schedule. Fees for renewal terms are subject to change as provided in Section 7.(d). (e) Payment.Unless otherwise stated in the applicable KB Fee Schedule,the annual Access Fee shall be paid in equal monthly installments with each payment due in advance through credit card/bank authorization pursuant to Section 7.(b). In the event Customer fails to timely pay the monthly access charge KB shall be permitted to terminate Customer's access to KB's remote video server without notice. KB is not responsible for any effects related to any such interruption of Services due to Customer's non-payment. 7. FEES AND PAYMENT (a) Fees. Customer shall pay KB the Fees in the amount,at the times and in the manner set forth in this Agreement or the applicable KB Fee Schedule. KB may,in its sole discretion,require a down payment or payment in full prior to shipment of the Equipment/Software or performance of the Services. Unless otherwise stated in the applicable KB Fee Schedule,the contract price(less any down payment previously paid)for Equipment,Software and Installation Services per the KB Fee Schedule shall be paid within thirty(30)days after the date of invoice. The address for payment is 1718 Baltimore Ave.Kansas City MO 64108 or such other address KB designates in writing. The stated Fees do not include any applicable taxes or duties,including without limitation,state and local use,sales and property taxes and duties. Customer is responsible for all taxes and duties incurred as a result of its subscription and use of or access to the Equipment,Software or Services(except for any taxes levied upon KB's income). (b) Credit/Bank Card Authorizations. Customer acknowledges that KB's obligation to provide certain Services is conditioned upon Customer providing and maintaining a valid credit card or bank debit authorization with KB that permits KB to receive payment by automatically charging to Customer's credit card or automatically debiting to Customer's bank account all Fees payable under the applicable KB Fee Schedule. Unless otherwise provided in a KB Fee Schedule,such credit card or debit authorization method of payment applies to Fees for Remote Video Server Access and third-party monitoring. In the event of non-payment through this method for any reason,such non-payment shall constitute a breach by Customer. KB shall not be required to send invoices or bills for these Services. (c) Remedies for Non-Payment. If Customer does not timely comply with KB's payment terms or shows evidence of changed financial condition, KB may declare Customer in breach,suspend further access to the Services and/or terminate this Agreement at KB's sole option and pursue any or all of the following additional remedies:(i)collect interest at the lower of the rate of 1.533%per month or the maximum interest rate allowed under applicable law on all invoices older than thirty(30)days;(ii)require additional security or changes in the payment terms conditions;(iii) accelerate payment and declare the entire remaining Fees immediately due and payable to KB including,without limitation,the balance of any Fee (s)for Maintenance and Support Services payable under the KB Maintenance and Support Services Fee Schedule during the then current term or any Fees for Remote Video Server Access payable under the applicable KB Fee Schedule during the then current term and/or(iv)any other remedies available at law or in equity. (d) Reimbursement of Expenses. Unless otherwise noted in a KB Fee Schedule,Customer shall reimburse KB for any reasonable out-of-pocket expenses actually incurred by KB relating to KB's performance of its obligations under this Agreement. (e) Changes to Fees upon Renewal Term. Fees for renewal terms may be changed by KB upon ninety(90)days'advance written notice. 8. CUSTOMER OBLIGATIONS (a) Space;Facilities;Access. Customer,at its own expense shall provide KB with(i)ready access to the Equipment and Software at all reasonable times as necessary to perform the Services together with Customer's server(s)and other information technology systems to the extent necessary to perform the Services;(ii)adequate work and storage space and utilities;(iii)all electrical current,electrical current outlets,circuits and wiring required by the Equipment(and Customer is responsible for any ground loop or surge issues);(iv)a clean operating environment at the installation site which does not exceed the rated temperature,humidity and operation specifications of the Equipment;and(v)access to the Customer's network via the Internet to allow remote IT system support of relevant Equipment and Software at all times,including adequate bandwidth. (b) Customer's Information Technology Systems. Although KB may need access to Customer's servers and other information technology systems to perform the Services,Customer is solely responsible for maintaining and operating the IT system and assuring that the integration of security components hereunder do not alter the proper functioning of Customer's network and systems. Further,Customer is solely responsible for maintaining the cyber security of Customer's network and preventing any unauthorized cyber intrusion to the Customer's network or the Equipment or Software. (c) Maintenance;Unauthorized Relocation or Repair. Customer shall perform routine maintenance on the Equipment,such as keeping the Equipment clean,secure,and in a proper environment,upgrading software,and any non-material equipment repair. (d) Extraordinary Service Costs. If any specialized equipment is required to provide the Services to Customer(including,without limitation, special scaffolding or man-lift equipment),then Customer shall either provide such specialized equipment or reimburse KB for the cost of the rental or purchase of such specialized equipment. Such duty applies to all Services requiring specialized equipment,including,without limitation, Services included in Maintenance and Support Services. 9. THIRD PARTY CENTRAL OFFICE MONITORING Customer acknowledges that no central office monitoring services are provided by KB to Customer pursuant to this Agreement. If requested by Customer and set forth in a KB Fee Schedule,KB will contract directly with a third-party monitoring company to provide central office monitoring services for Customer,and the Fee for such third-party monitoring will be set forth on the applicable KB Fee Schedule. This third-party Page 15 of 19 Kenton Systems for%enmity arrangement is offered by KB solely as a convenience to Customer and Customer acknowledges that KB is not responsible for providing any monitoring services. Customer agrees that KB shall not be liable without limitation and under any circumstances for any events arising out of,or in any way related to,the third-party monitoring services,and KB expressly disclaims all liability associated with such central office monitoring services. 10. TERM;TERMINATION (a) Term. This Agreement will commence on the Effective Date and remain in effect so long as the term of any KB Fee Schedule remains in effect. (b) Termination of a KB Fee Schedule. Either party may terminate any KB Fee Schedule(s)upon thirty(30)days prior written notice to the other party,in the event that the other party:(i)materially breaches any material provision of this Agreement or applicable KB Fee Schedule and fails to cure such material breach within such thirty(30)-day notice and cure period,or(ii)is the subject of a voluntary or involuntary bankruptcy, reorganization or liquidation proceeding,is insolvent,makes a general assignment for the benefit of creditors or admits in writing its inability to pay debts when due. Additionally,KB may immediately suspend or terminate this Agreement upon written notice to Customer pursuant to Section 7. (c). Further,this Agreement shall automatically terminate in the event that loss or irreparable damage or destruction occurs which renders the Equipment permanently unfit for use. (c) Effect of Termination. Upon the expiration or other termination of a KB Fee Schedule for any reason,each party's rights and obligations under the KB Fee Schedule shall automatically terminate except those rights and obligations that accrued prior to the effective termination date of the KB Fee Schedule and those rights and obligations that by their nature or express terms continue after the effective termination date of the KB Fee Schedule. If any KB Fee Schedule is terminated for any reason,other than termination by Customer pursuant to Section 10.(b)due to KB's breach, KB shall be entitled to retain all prepaid Fees,to accelerate payment and declare the entire remaining Fees immediately due and payable to KB (including,without limitation,the balance of any Fee(s)for Maintenance and Support Services payable under the KB Maintenance and Support Services Fee Schedule during the then current term or any Fees for Remote Video Server Access payable under the applicable KB Fee Schedule during the then current term)and pursue any and all additional remedies available at law or in equity. Upon termination of the Agreement,if any of the Equipment is owned by KB,then Customer will reimburse KB for the cost of the removal charges of such Equipment and allow KB access in order to remove such Equipment. If the Customer fails to provide access to remove such Equipment,Customer authorizes KB to invoice the Customer for the fair market value of the Equipment and agrees to pay the same. KB is not responsible for any effects related to any such interruption of Services due to KB's termination under this provision. 11. RELATIONSHIP OF PARTIES The relationship of KB and Customer established by this Agreement shall be solely that of independent contractors,and nothing herein shall create or imply any other relationship. Nothing in this Agreement shall be construed to give either party the power to direct or control the daily activities of the other party. KB shall have the right to determine the method,details,and means of providing and performing the Services. KB shall have the sole right to designate the appropriate personnel,subcontractors or service partners necessary to provide the Services to be performed under a KB Fee Schedule. KB reserves the right to substitute personnel,subcontractors and service partners for any reason and in its own sole discretion. Customer agrees that KB shall not be liable for any loss or damage sustained by Customer caused by the negligence of any third parties,including subcontractors and service partners selected by KB to perform the Services. 12. LIMITED WARRANTIES;DISCLAIMER OF ALL OTHER WARRANTIES (a) Limited Warranties. KB warrants the workmanship of all Services it performs under this Agreement for a period of ninety(90)days from the date the Services are performed. With respect to Remote Video Equipment sold new to Customer,KB makes the warranty set forth in Section 6.(a). With respect to all other Equipment sold new to Customer,KB warrants,for a period of one(1)year from the earliest of date of shipment,that the Equipment shall be free from defects in material and workmanship and that the manufacturer firmware(embedded software accompanying the Equipment)shall perform in substantial compliance with the specifications contained in the manufacturer's operating instructions.KB shall be the sole judge,using its reasonable judgement,in determining whether the Services,Equipment or Software are/were defective. KB's sole obligation and Customer's exclusive remedies with respect to Services or Equipment KB determines to be defective during the warranty period shall be KB's obligation to re-perform the defective Services or to repair or replace the defective item(which selected option shall be determined by KB in its sole discretion). KB reserves the right to substitute materials of equal quality at time of replacement or to use reconditioned parts in fulfillment of this warranty. All remedies are expressly conditioned upon:(i)Customer advising KB of any defect,error or omission within ten(10)days after KB's performance of the Services in the case of defective Services,and within ten(10) days after KB's installation of the Equipment or,if installed by Customer,within ten(10)days from the date of sale of the Equipment,in the case sale of new Equipment;(ii)Customer sending written notice of defect to KB,by certified or registered mail/return receipt requested in the event Customer complies with Section 12.(a)(i)and KB fails to re- perform the Services or to repair or replace the Equipment within thirty-six(36)hours after the date of the notice required in Section 12.(a)(i) excluding Saturdays,Sundays and legal holidays;(iii)Customer not repairing or altering the Equipment without KB's consent;and(iv)Customer complying with the operating instructions for the Equipment. In the event KB elects to repair any Equipment at its own site or to replace any Equipment,Customer shall pay the cost of disassembling and returning the allegedly defective Equipment. The warranty does not include batteries,reprogramming,damage by lightning or electrical surge and does not cover any damage to material or equipment caused by accident, misuse,attempted or unauthorized repair service,modification,or improper installation by anyone other than KB. KB is not the manufacturer of the Equipment and,other than KB's limited warranty in this Section 12.(a),Customer agrees to look exclusively to the manufacturer of the equipment for repairs under its warranty coverage,if any. KB makes no warranties of any kind with respect to used or refurbished Equipment sold to Customer. (b) Disclaimer of All Other Warranties. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW AND EXCEPT AS OTHERWISE EXPRESSLY STATED IN THE APPLICABLE KB FEE SCHEDULE, KB PROVIDES ALL EQUIPMENT,SOFTWARE AND 0443,00 04 1 !1 ..,.,. �..> ' .,::.'# ',•„ ti F:f?;, .,:.'ro-x Page 16of19rtr Kenton e,stem,m,SWIM, SERVICES UNDER THIS AGREEMENT ON AN "AS IS"AND "AS AVAILABLE" BASIS WITHOUT WARRANTY OF ANY KIND. KB HEREBY DISCLAIMS ANY WARRANTIES, EXPRESS OR IMPLIED, RELATING TO THE EQUIPMENT, SOFTWARE OR SERVICES PROVIDED PURSUANT TO THIS AGREEMENT, INCLUDING,WITHOUT LIMITATION, ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,TITLE OR NON-INFRINGEMENT, OR ANY WARRANTY, GUARANTEE, OR REPRESENTATION REGARDING THE USE OR THE RESULTS OF THE USE OF THE EQUIPMENT, SOFTWARE OR SERVICES. KB MAKES NO REPRESENTATION OR WARRANTY THAT THE EQUIPMENT, SOFTWARE OR SERVICES WILL AVERT, DETER OR PREVENT ANY LOSS OR INJURY DUE TO BURGLARY, HOLD UP, FIRE OR OTHERWISE, OR THAT THE EQUIPMENT OR SERVICES WILL PROVIDE THE PROTECTION FOR WHICH THEY ARE INTENDED OR THAT THE SYSTEM OR ITS COMPONENTS ARE INCAPABLE OF HACKING, COMPROMISE OR CIRCUMVENTION. KB MAKES NO WARRANTY AND ASSUMES NO RESPONSIBILITY OR LIABILITY WITH REGARD TO ANY THIRD-PARTY HARDWARE, EQUIPMENT OR SOFTWARE PROVIDED BY KB OR WITH WHICH THE SERVICES MAY BE REQUIRED OR DESIRED TO COMMUNICATE OR OPERATE. KB IS NOT RESPONSIBLE FOR ANY DEFECT CAUSED BY OR THAT OTHERWISE RESULTS FROM MODIFICATIONS, MISUSE OR DAMAGE TO THE SERVICES MADE, PERMITTED OR OTHERWISE CAUSED BY CUSTOMER IN WHOLE OR IN PART. 13. LIMITATION OF LIABILITY KB SHALL HAVE NO LIABILITY FOR ANY DELAY IN PERFORMING ITS OBLIGATIONS HEREUNDER.TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, UNDER NO CIRCUMSTANCES SHALL KB BE LIABLE TO CUSTOMER OR TO ANY THIRD PARTIES FOR ANY INDIRECT, INCIDENTAL,CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES WHATSOEVER, FOR ANY MATTER ARISING FROM OR RELATING TO THIS AGREEMENT,THE EQUIPMENT,THE SOFTWARE OR THE SERVICES, WHETHER CAUSED BY KB'S NEGLIGENCE, FAULT, ERRORS, OMISSIONS, STRICT LIABILITY, BREACH OF CONTRACT, BREACH OF WARRANTY OR OTHER CAUSE OR CAUSES WHATSOEVER AND EVEN IF KB WAS INFORMED OF THE POSSIBILITY OF SUCH DAMAGES, IF THE DELAY IS CAUSED BY CUSTOMER OR ANY FORCE MAJEURE EVENT. SUCH INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES INCLUDE, BUT ARE NOT LIMITED TO, LOSS OF PROFITS, LOSS OF SAVINGS OR REVENUE, LOSS OF ANTICIPATED PROFITS, LABOR INEFFICIENCIES, IDLE EQUIPMENT, HOME OFFICE OVERHEAD,AND SIMILAR TYPES OF DAMAGES. IN THE EVENT THAT KB IS FOUND LIABLE FOR DIRECT DAMAGES, IN NO EVENT SHALL KB'S TOTAL LIABILITY FOR DIRECT DAMAGES EXCEED AN AMOUNT EQUAL TO THE TOTAL FEES PAID BY CUSTOMER FOR THE DEFECTIVE ITEM OR SERVICE UNDER THE APPLICABLE KB FEE SCHEDULE WITHIN THE IMMEDIATELY PRECEDING TWELVE (12)-MONTH PERIOD. THE DISCLAIMER OF WARRANTIES IN SECTION 12 AND THE LIMITATION OF LIABILITY AND REMEDY IN THIS SECTION 13 ARE A REFLECTION OF THE RISKS ASSUMED BY THE PARTIES IN ORDER FOR KB TO PROVIDE AND FOR CUSTOMER TO OBTAIN ACCESS TO THE EQUIPMENT, SOFTWARE AND SERVICES FOR THE SPECIFIED FEES. CUSTOMER ACKNOWLEDGES THAT KB IS NOT THE MANUFACTURER OF ANY OF THE EQUIPMENT, AND CUSTOMER AGREES THAT KB SHALL HAVE NO LIABILITY RELATED TO ANY PRODUCT DEFECT RELATED TO THE EQUIPMENT OR SOFTWARE EXCEPT AS EXPRESSLY PROVIDED IN SECTION 6(a)WITH RESPECT TO REMOTE VIDEO SERVER EQUIPMENT. 14. INDEMNIFICATION BY CUSTOMER (a) Indemnity. Customer shall indemnify,defend and hold harmless KB and its officers,shareholders,directors,employees,agents and affiliates (each,a"KB Indemnified Party")from and against any and all damages,costs,liabilities,losses and expenses(including,but not limited to, reasonable attorneys'fees for attorneys selected by the KB Indemnified Party resulting from any claim,suit,action,arbitration or proceeding brought or threatened by a third-party against any KB Indemnified Party to the extent arising from or relating to:(a)the design,manufacture, installation or operation of any Equipment or Software or the performance/nonperformance of any Services pursuant to this Agreement;(b)any breach or alleged breach by Customer or its users of any of its representations,warranties,covenants or obligations hereunder or any actual or alleged act or failure to act by Customer;or(c)any of the services provided pursuant to this Agreement by a subcontractor or service partner of KB, including,without limitation,any party providing central office monitoring services to Customer. Customer on its behalf and any insurance carrier waives any right of subrogation Customer's insurance carrier may otherwise have against KB or KB's subcontractors arising out of this Agreement or the relation of the parties hereto. (b) KB Not an Insurer. Customer understands that KB is not an insurer. Customer has sole responsibility to obtain insurance adequate to cover risks,losses,damages,injuries,death and other effects of burglary,fire,physical dangers or medical problems affecting Customer,Customer's family,and any other persons who may be in or near Customer's Location(s). 15.EXCULPATORY CLAUSE KB and Customer agree that KB is not an insurer and no insurance coverage is offered herein.The Services performed by KB in connection with this Agreement are not designed to reduce any risks of loss to Customer and KB does not guarantee that no loss will occur.KB is not assuming liability, and,therefore shall not be liable to Customer for any loss,personal injury,data corruption or inability to view or retrieve data,or property damage sustained by Customer as a result of burglary,theft,hold-up,cyber intrusion,hacking event(including,but not limited to,software/firmware 1 0/2 1/20241 Proposal#Q5714 Page 17 of 19 Kenton Systems'or Senmry exploitation,spoofing,phishing,ransomware,and any misappropriation of any cyber credentials or passwords),fire,equipment failure,smoke,or any other cause,whatsoever,regardless of whether or not such loss or damage was caused by or contributed to by KB's negligent performance, failure to perform any obligation or strict products liability.Customer releases KB from any claims for contribution,indemnity or subrogation. 16. CONFIDENTIAL INFORMATION (a) Confidential Information.Customer acknowledges that during the course of this Agreement,KB may disclose certain confidential information to Customer,including,without limitation,information concerning the business,technology,products,services,financial information,pricing, proposals,customers,prospective customers,referral sources,know-how,procedures,inventions,object or source code,databases,research, programs,designs,concepts,methodologies and strategies of KB("Confidential Information").The Customer shall maintain the secrecy of all such Confidential Information disclosed to it pursuant to this Agreement. Customer shall not use,disclose or otherwise exploit any Confidential Information for any purpose not specifically authorized pursuant to this Agreement;provided that,Customer may produce information in compliance with any law,court or administrative order.Customer shall give KB reasonable notice under the circumstances and to the extent permitted by law that such Confidential Information is being sought by a third party so as to afford KB the opportunity to limit or prevent such disclosure. All files,lists,records,documents,drawings,documentation,end-user materials,specifications,equipment and computer programs that incorporate or refer to any Confidential Information shall be returned,deleted or destroyed by the Customer promptly upon termination or expiration of this Agreement. (b) Remedies. Customer agrees that a breach of Section 16(a)will cause KB irreparable injury and damage. The parties expressly agree that KB shall be entitled to injunctive and other equitable relief to prevent such a breach,in addition to any other remedy to which KB might be entitled. The parties waive the posting of any bond or surety prior to the issuance of an injunction hereunder. In the event a court refuses to honor the waiver of bond hereunder,the parties expressly agree to a bond in the amount of$100.00. All remedies for such a breach shall be cumulative and the pursuit of one remedy shall not be deemed to exclude any other remedy with respect to the subject matter hereof. 17.NOTICE TO OWNER FAILURE OF KB TO PAY THOSE PERSONS SUPPLYING MATERIALS OR SERVICES TO COMPLETE THIS AGREEMENT CAN RESULT IN THE FILING OF A MECHANIC'S LIEN ON THE PROPERTY WHICH IS THE SUBJECT HEREOF PURSUANT TO CHAPTER 429, RSMO.TO AVOID THIS RESULT,YOU MAY ASK KB FOR"LIEN WAVERS" FROM ALL PERSONS SUPPLYING MATERIAL OR SERVICES FOR THE WORK DESCRIBED IN THIS AGREEMENT. FAILURE TO SECURE LIEN WAIVERS MAY RESULT IN YOUR PAYING FOR LABOR AND MATERIAL TWICE. 18. ARBITRATION OF DISPUTES (a) Arbitration. EXCEPT AS PROVIDED IN SECTION 18.(C) BELOW,THE PARTIES AGREE THAT ALL CLAIMS, DISPUTES OR CONTROVERSIES BETWEEN KB AND CUSTOMER WHICH ARISE OUT OF OR RELATE TO THIS AGREEMENT,OR THE BREACH THEREOF,SHALL BE SUBMITTED TO AND RESOLVED BY ARBITRATION ADMINISTERED BY THE AMERICAN ARBITRATION ASSOCIATION IN ACCORDANCE WITH ITS COMMERCIAL ARBITRATION RULES(INCLUDING ITS EMERGENCY RULES)THEN IN EFFECT AND JUDGMENT ON THE AWARD RENDERED BY THE ARBITRATOR(S) MAY BE ENTERED IN ANY COURT HAVING JURISDICTION THEREOF. ANY DEMAND FOR ARBITRATION MUST BE FILED PROMPTLY AND WITHIN A REASONABLE TIME AFTER A CLAIM, DISPUTE OR CONTROVERSY HAS ARISEN AND IN NO EVENT LATER THAN ONE (1)YEAR AFTER THE CAUSE OF ACTION ALLEGEDLY ACCRUED. (b) Place. THE PARTIES AGREE THE PLACE OF ARBITRATION SHALL BE IN KANSAS CITY, MISSOURI. (c) Exclusions. Regardless of any contrary provision contained in this this Agreement,claims by KB against Customer collecting overdue amounts not disputed by Customer shall not be subject to the provisions of this Section 18. And,regardless of any contrary provision contained in this Agreement,claims,disputes and controversies arising out of actions or claims filed or asserted by third parties on account of personal injury or death of a person,loss or damage to property shall not be subject to the provisions of this Section 18. 19.ATTORNEYS FEES AND COSTS Should either party be required to institute any arbitration,lawsuit,action or proceeding to enforce any of its rights set forth in this Agreement (including any KB Fee Schedule),then the prevailing party in any such lawsuit,action or proceeding shall be entitled to reimbursement from the non-prevailing party for all reasonable attorneys'fees and costs incurred in such arbitration,lawsuit,action or proceeding. A"prevailing party"is one that succeeds on any significant issue in the litigation which achieves some of the benefit the parties sought in bringing the action. 20. GENERAL PROVISIONS (a) No-Hire. Without the prior written consent of KB,Customer will not offer employment,consulting or other arrangement to any of KB's employees until the earlier of one(2)year after termination of this Agreement or one(2)year after such employee leaves the employment of KB. (b) Entire Agreement;Amendment. This Agreement,including any applicable KB Fee Schedules,constitutes the entire agreement of the parties with respect to the subject matter hereof and supersedes all prior agreements,both oral and written,with respect to the subject matter hereof. Except as otherwise provided herein,no amendment or modification of this Agreement or any KB Fee Schedule shall be effective unless in writing and signed by both parties. No use of trade,course of prior dealings between the parties or other regular practice or method of dealing between the parties shall be used to modify,interpret,supplement or alter in any manner the terms of this Agreement. Page 18 of 19 Kenton Systems log Security (c) Counterparts. This Agreement may be executed in counterparts,each of which will be deemed an original,but all of which together will constitute one and the same instrument. This Agreement may be delivered by facsimile or scanned email transmission. (d) Severability. If any term or provision of this Agreement shall be held to be invalid,illegal or unenforceable,the remaining terms and provisions of this Agreement shall remain in full force and effect,and such invalid,illegal or unenforceable term or provision shall be deemed not to be part of this Agreement. (e) Governing Law;Venue. This Agreement shall be governed by and construed,interpreted,and enforced in accordance with the laws of the State of Missouri,without reference to its conflicts or choice of law principles. The parties agree that the sole and exclusive jurisdiction and venue for any and all disputes arising under this Agreement that are not subject to arbitration pursuant to Section 18(including,without limitation, actions to enforce a binding decision of the arbitrator)shall be in any trial court located in or having jurisdiction over Jackson County,Missouri. Each of the parties hereby irrevocably submits and consents to personal jurisdiction in the State of Missouri. (f) Notices. Any notice required hereunder shall be delivered by hand,by courier service,or by certified mail(return receipt requested,postage prepaid)to the address provided by the party to be notified. Either party may change the referenced addresses and contact information by written notice to the other in accordance with this Section. Notices shall be effective:(i)as of the date personally delivered if by hand or(ii)for notices sent by certified mail,five(5)business days after the postmark date,or(iii)upon receipt if sent by courier service such as Federal Express,U.P.S.,or DHL. Notices also may be delivered by electronic means(including,without limitation,via email)and notices so delivered shall be effective upon actual receipt of the electronic transmission. (g) Waiver. Except as specifically provided in a written waiver signed by a duly authorized representative of the party seeking enforcement,the failure to enforce or the waiver of any term of this Agreement shall not constitute the waiver of such term at any time or in any circumstances and shall not give rise to any restriction on or condition to the prompt,full and strict enforcement of the terms of this Agreement. (h) Assignment and Benefit. Neither party may assign this Agreement without the prior written consent of the other party;provided,however, that KB may assign this Agreement in connection with the sale,merger or disposition of KB,the Services or any of its related business operations. This Agreement shall be binding upon and shall inure to the benefit of Customer and KB and their successors and permitted assigns,subject to the other provisions of this Section. (i) Delays in Performance or Shipment. KB shall exercise reasonable efforts to perform all Services on the proposed or scheduled dates,but KB makes no guarantees as to dates. KB shall be further excused from any delay or failure in its performance hereunder caused by any disruption or slow speed of the Internet,break-downs of security or introduction of computer viruses(and the like)by third parties,any labor dispute, government requirement,act of God,or any other cause beyond its reasonable control.If through no fault of KB delivery is delayed,Customer shall pay to KB any additional costs it incurs as a result of such delay. (j) Third Parties. Nothing in this Agreement,express or implied,shall create or confer upon any person or entity not a named party to this Agreement any legal or equitable rights,remedies,liabilities or claims with respect to this Agreement and nothing in this Agreement or any KB Fee Schedule shall give any third party any claim or cause of action against KB. (k) Rules of Interpretation. Descriptive headings are for convenience only and shall not control or affect the meaning or construction of any provision of this Agreement.Except as otherwise expressly provided in this Agreement or as the context otherwise requires,the following rules of interpretation apply to this Agreement: (i)the singular includes the plural and the plural includes the singular;(ii)"or"and"any"are not exclusive and the words"include"and"including,"and variations thereof,shall not be deemed to be terms of limitation,but rather shall be deemed to be followed by the words"without limitation;"(iii)a reference to any Contract includes permitted supplements and amendments;(iv)a reference to a Law includes any amendment or modification to such Law;(v)a reference to a Person includes its successors,heirs,legal representative and permitted assigns;(vi)a reference to one gender shall include any other gender;(vii)"hereunder,""hereof,"and words of similar import shall be deemed references to this Agreement as a whole and not to any particular Article,Section or other provision. The Parties agree that they have had an opportunity to review this Agreement and negotiate changes or modifications,therefore,the parties waive the application of any Law or rule of construction providing that ambiguities in an agreement or other document will be construed against the party drafting such agreement or document. tro Page 19 of 19 Kenton Systems far Senm%y