R2026-42 Resolution Authorizing Engagement of Presidio Inc for Maintenance, Support, and Migration Services for the City Phone System

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PRESIDIA , QUOTE:DATE 2003525113726-11 02/13/2026 PAGE 6 of 6 Warranty and Limitation of Liability •PRODUCT IS WARRANTED BY THE MANUFACTURER,NOT BY PRESIDIO.PLEASE CONSULT MANUFACTURER FOR WARRANTY TERMS.IN NO EVENT SHALL PRESIDIO BE LIABLE TO CLIENT FOR ANY INDIRECT,INCIDENTAL,SPECIAL,CONSEQUENTIAL,EXEMPLARY,OR PUNITIVE DAMAGES OF ANY KIND WHATSOEVER,ARISING IN CONTRACT,TORT OR OTHERWISE,EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.PRESIDIO'S ENTIRE LIABILITY AND CLIENT'S EXCLUSIVE REMEDY FOR DAMAGES FROM ANY CAUSE WHATSOEVER,INCLUDING,BUT NOT LIMITED TO,NONPERFORMANCE OR MISREPRESENTATION,AND REGARDLESS OF THE FORM OF ACTIONS,SHALL BE LIMITED TO THE AMOUNT WHICH HAS BEEN ACTUALLY PAID TO PRESIDIO BY CLIENT FOR PRODUCTS HEREUNDER. Return Policy •CLIENTS return rights are subject to the return policies of the applicable OEM which may include the imposition of fees. Cancellation Policy •CLIENT's cancellation of purchase orders is subject to the cancellation policies of the applicable OEM which may include the imposition of fees. Leases •In the event Presidio does not receive payment for leased goods purchased on the CLIENT's behalf from the applicable third-party financing entity,CLIENT is obligated to pay Presidio for all such goods as indicated in the applicable Presidio invoice. Software terms •Unless Presidio is the owner or licensor,Presidio makes no representations and/or warranties relating to its operation,ownership or use of Software.. •Delivery of software licenses may be accomplished electronically from the software developer. •Delivery of software maintenance,including upgrades and updates are agreed to be accepted electronically. Term and Termination of Orders:Subscription and/or Usage-Based Services,Enterprise Agreements and Multi-Year Orders •The"Initial Term"of an order for Usage-Based Services and/or and Enterprise Agreement("Order')starts on the date the Usage-Based Services and/or Enterprise Agreement are available for use by CLIENT and continues for the time period stated in the Order.After the Initial Term,unless prohibited by applicable law,there will be an automatic"Renewal Term"of the same length of time unless CLIENT notifies Presidio in writing that CLIENT does not want to renew at least sixty(60)days before the end of the then current Initial Term or Renewal Term.If the fees will change for the Renewal Term,Presidio will notify CLIENT reasonably in advance of the Renewal and in time for CLIENT to accept or reject renewing the Usage-Based Services and/or Enterprise Agreement.If CLIENT agrees with the fee changes,CLIENT may do nothing and the new fees will apply for the Renewal Term. •Either party may terminate an Order by providing the other party written notice of termination at least sixty(60)days before the end of such Initial or Renewal Term.The termination will be effective on the last day of the Initial or Renewal Term and CLIENT will pay for the Usage-Based Services and/or Enterprise Agreement until the end of the current Initial or Renewal Term regardless of when CLIENT provided notice.Notwithstanding the foregoing,Usage-Based Services and Enterprise Agreements ordered are strictly non-cancelable during the Initial Term or Renewal Term except as otherwise provided in the applicable Service Terms and/or otherwise agreed upon in writing by Presidio.CLIENT will not be entitled to any refund for terminated Usage-Based Services or Enterprise Agreements during the Initial Term or Renewal Term except as agreed upon in writing by Provider and/or Presidio Multi-Year Agreements •For multi-year agreements,CLIENT expressly agrees to enter into a binding,non-cancelable agreement per the billing schedule set forth in the quote. THE CLIENT ACKNOWLEDGES AND AGREES THAT THE CLIENT'S AGREEMENT AND PAYMENTS FOR A MULTI-YEAR TRANSACTION ARE ESSENTIAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES FOR MULTI-YEAR AGREEMENTS,SUCH THAT PRESIDIO WOULD NOT HAVE ENTERED INTO A MULTI-YEAR TRANSACTION WITHOUT SUCH AGREEMENT. Confidential Information •CLIENT agrees that any quote provided by Presidio is Presidio Confidential Information.CLIENT shall not disclose this quote to any third party for any purpose. Export Law Compliance •CLIENT has been advised that any hardware or software provided to CLIENT via a Presidio quote and/or subsequent purchase order may be subject to the U.S.Export Administration Regulations.CLIENT agrees to comply with all applicable United States export control laws,and regulations,as from time to time amended,including without limitation,the laws and regulations administered by the United States Department of Commerce and the United States Department of State. Miscellaneous Terms •Preprinted terms appearing on CLIENT Purchase Orders must be accepted in writing by Presidio to be applicable.Presidio's performance of such purchase order shall not constitute Presidio's acceptance of new or different terms,including pre-printed terms on such order.In absence of a purchase order,CLIENT agrees that its signature below grants Presidio the right to invoice CLIENT and authorizes payment to Presidio for the amounts owed. Customer hereby authorizes and agrees to make timely payment for products delivered and services rendered,including payments for partial shipments Customer Signature Date