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HomeMy WebLinkAboutAgreements/Contracts - Technology ServicesGRANT COUNTY COMMISSIONERS AGENDA MEETING REQUEST FORM (Must be submitted to the Clerk of the Board by 12:00pm on Thursday) REQUESTING DEPARTMENT:TeCi1nOIOgy Services REQUEST SUBMITTED BY:Joseph Carter/vb DATE:2/6/24 PHONE:x3361 CONTACT PERSON ATTENDING ROUNDTABLE:TOCTI Gaines/Joseph Carter CONFIDENTIAL INFORMATION: EYES ENO 01 ---- faim --------- ®Agreement / Contract ❑AP Vouchers ❑Appointment / Reappointment DARPA Related ❑ Bids / RFPs / Quotes Award ❑ Bid Opening Scheduled ❑ Boards / Committees ❑ Budget El Computer Related ❑County Code El Emergency Purchase ❑Employee Rel. ❑ Facilities Related ❑ Financial ❑ Funds ❑ Hearing ❑ Invoices / Purchase Orders ❑ Grants — Fed/State/County ❑ Leases ❑ MOA / MOU El Minutes ❑Ordinances ❑Out of State Travel ❑Petty Cash ❑ Policies ❑ Proclamations ® Request for Purchase ❑ Resolution 1-1 Recommendation ❑Professional Sery/Consultant ❑Support Letter ❑Surplus Req. ❑Tax Levies ❑Thank You's ❑Tax Title Property ❑WSLCB /-- / Ednetics Voice• • •1 1 0818-1 • - - • This is for the county wide desk phone lines and is a budgeted software expense: 501.179.00.0000.591187004. The estimated annual cost of $210,847.80 has been calculated with our current line count of 762. DATE OF ACTION: e? "/ !) -,)- � DEFERRED OR CONTINUED TO: RAMT COUNTy COMMISSIONERS Amendment No. 2 Ednetics Voice TM Contract No. EV-60-WAGCCH-010818-1 B This Amendment confirms your request to renew your Ednetics Voice TM Contract Number EV-60-WAGCCH-010818-1 B ("Agreement"), for an additional five (5)year term at the same rates as confirmed below. This Amendment, when executed by both Ednetics and Grant County will become a part of the Agreement by reference. The Terms and Conditions in the Agreement will remain in place until the end of the renewal five (5) year term, which is April 1, 2024, to March 31, 2029. Grant County agrees to be bound by this Amendment and affirms they have caused this Amendment to be executed by their duly authorized representative on the date written below. Ednetics Voice TM Pricing Monthly Service Charges 762 Standard Users @ $18.50 each $14,097.00 *Applicable Taxes and Fees- $3,473.65 Federal, State, County, and Local Total Monthly Service Charges $171,570.65 *Government fees including state, local, and federal taxes, fees, USF, E911 taxes/fees, and similar are in addition to the above charges. These fees will be charged at the rates set by governmental entities and may change over the duration of the contract Grant County has caused this Amendment to be executed by their duly authorized representative as of the date signed below, the "Effective Date." ER Y: Name:kd A� r Title: Date: �- � 3 • �,�-�' • CONTRACT NUMBER EV-60-WAGCCH-010818-1 B Amd. No. 2 0 0 00m e t C s X .00� Tv tz� I as- 0 Unifjea �-ommunicavons Service 5 Year • Grant County Joseph Carter, Director of IT 35 C St. NW # Ephrata, WA 98823 CONTRACT NUMBER RFP NUMBER EV-60-WAGCCH-01 0818-1 B n/a Summary of Service and Charges Ednetics Voice i's managed unified communications service built on the award win'ning G'sco UC platform, Service includes enhanced 911, end-to-end monitoning, back end maintenance, and dayAo-day operational changes. Priding I's based on a fixed rate per user and includes all support and maintenance, Ednetics Vbice' 5 Year Service Agreement Monthly Service Charges 646 New Users @ $25 each Contract Discount Taxes and Fees* $16,150.00 ($3,876.00) 14.3 Monthly Service 'dotal $134316-23 "Taxes are enstimmo bated on Current rates and are subiev, to &.ance Till TM E d. .1c, Vo I Unit , ied Communications Service EXHIBIT A USAGE PRICING EXHIBIT B 911 DISCLOSURE STATEMENT EXHIBITC1 HANDSET AND ACCESSORY PRICING Ed ne tics I n c, 888-809-4 709 1 EV-60-WAGCCH-0 10818-18 3 General Terms and Cont 1# I ons This Master Agreement ("Agreement") Is between Ednetics and the entity identified as the customer ("Customer'), each referred to as a 'Party" and collectively referred to as the "Parties."' This Agreement cdnsists of Service(s) Attachments (" ach me nt(s) "), Service Order(s) and any forms or authorizations attached hereto and/or Incorporated herein by reference and this Agreement. This Agreement will survive as long as, there are working Service(s) associated with it. The Attachment(s) and Service Order(s) further describe the Service(s) Customer purchased and set forth any additional terms and conditions for those Service(s). In the event there is a conflict between this Agreement and the terms end conditions contained in an Attachment or Service Order, the terms and conditions in the Attachment(s) and/or Service Order(s) take Precedence. The Parties agree to be bound by this Agreement and affirm that each have caused this Agreement to be executed by their respective duly authorized representatives on the dates written below their names Obligations of the Customer. Customer agrees to provide all Information, access, and support for timely Installation and proper use of Service(s) and to comply with all of the terms and conditions of this Agreement. Customer also agrees that Customer's use of Services) will at all times be consistent with the terms outlined in Ednetics Acceptable Use Policy ("AUP") and will not be used in an unlawful manner and will be used 'in such a manwond ner as to prevent damage to Ednetics nets aequipment. Ednetics A is attached hereto as Exhibit A and is made a part of this Agreement by reference. Updates to Ednetics AUP ill be made on the web site ina * wl 1 t i-coom and will apply to all Service(s). Customer agrees to bl-tow //r)o,aaU.de1si accept a Material Staging Agreement, If required, provide all Information required, access to the premises, support for timely Installation, proper use of Service(s) and to comply with all terms and conditions of Chi's Agreement. Customer acknowledges and accepts that not accepting the Material Staging Agreement may subject, Customer to higher costs. 2* Customer Representations, Customer warrants that they have the legal right and ability to eater int this Agreement and are authorized to act on behalf the school, library, or state/local government entity. Customer represents and warrants that Customer name and contact information is true and correct. Customer acknowledges and agrees that Ednetics relies on the information supplied by Customer and providing false orlincorrect information may result in delays in the provision and delivery of Service(s) and the suspension or termination of Service(s). Customer agrees to promptly notify Ednevics wheneverbill" IIng information changes, *Including, but not limited too, Customer's name, address, e-mail address, telephone . number, and credit card information, 'if appropriate, 3. Term Comm"tion en ,, i For each Service, the term commitment of the Service will beginthe date Service 'is first Installed and made available to Customer unless Customer advises Ednetics in writing that Service is I in J in material non-compliance with the specifications contained In the Attachment(s) or Service Order(s), in which case the term commitment for that Service will not commence until such time as Ednetics and Customer mutually agree that the issues with Service have been resolved and will continue for the number "er ) of months/years set forth in the applicable Attachment(s) or Serv, ice OrderW ("Initial 5ervICTerm". 4. Fees and Charges. Customer shall pay for all Service(s) Edneti ics supplies to Customer. Attachment(s) and Service Order(s) specify the fees Customer will pay for Service(s) during the Service Term. Thefees on the Invoice are categorized as 'Monthly Charges" and "One Time Charges." Monthly Charges will be billed monthly In advance and One Time Charges shall be billed as they occur "Other Charges" ars generally actual usage charges such as International calls, directory assistance calls or bandwidth usage and may not apply to all services. Ednetics will bill Customer and Customer will be responsible for other legal charges including, but not limited to, federal and state universal service fund MR, federal and state telecommunications relay service URS), state and county E91 1 surcharges, state and local sales taxes, and local utility taxes and any other applicable federal, state, county, or local taxes and fees,, Customer's 'invoice will reflect all taxes and fees applicable to the Service(s) purchased. S, Payment* Ednetics Will provide Customer with monthly invoices which will be due and payable thirty (30) days from the invoice date (the "Due Date). For the purposes of Willing and adjustments, Ednetics assumes there are thirty (30) days in a month., Although the invoice date is the 10th of each month, the charges reflected are for the period from the 1 st through the 30th of the month. All Monthly Charges are billed one (1) month ire advance and all One Time Charges for Installation and/or changes of service are invoiced on the first Invoice following the date charges 'were incurred,, Your Initial Invoice could contain one Time Charges, pro -rated charges for partial month's services and Monthly Charges for services in advance and Other Charges which could be usage charges or any charges not categorized as Monthly Charges or One 01 11111317711 Time Charges,, A late payment fee may be applied on balances remaining unpaid thirty (30) days following the date of theinvoicein the amount of one and one-half percent, (11/2%) per month of the amount of the ul "d balance from the date of invoice. Subject to any applicable state or federal regulations, In the event npa Customer has an outstanding balance of fees due and owing under this Agreement, Ednetics shall not be obligated to transfer transportable, toll-free, local or other numbers to another carrier. This may not apply to all Service(s), In addition to the remedies contained in this Agreement, Ednetica i Osei ves 'Its right In law and equity including, but not limited toits rights under the Uniform Commercial Code. , I ri 6. Taxes. Customer hereby acknowledges and agrees that all pricing for Service(s) and other charges due in hereunder, including value added taxes, sales taxes, duties, fees, levies or surcharges (i other where applicable Universal Service Fund or similar surcharges) imposed by, or pursuant to the laws, statutes or regulation of any governmental agency or authority, are the sole responsibility of Customer and shall be paid promptly when due by Customer and Customer agreestoindern n-Ify and hold Ednetics harmless from any liability therefor. Except as set forth herein, all amounts payable by Customer under this Agreement shall be made without any deduction or withholding and, except to the extent required by any law or regulation, free and clear of any deduction or withholding on account of any tax, duty or other cha es of whatever nature 'imposed by any taxing or governmental authority, If Customer is required by any law or regulation to make any such deduction or withholding., Customer shall, together with the relevant payment, pay such additional amount as will ensure that Ednetics actually received and is entitled to retain, free and clear of any such deduction or withholding, the full amount which It would have received -if no such deduction or withholding had been required, Notwithstanding the foregoing, a monthly Universal Service Fund charge shall be added to each applicable Invoice for Service(s) based upon *Interstate total billed revenues, the amount -of which shall be based upon the Federal Communications Commission assessment. 7, E -Rate, This Agreement, including Attachment(s) and Service Order(s), begin upon their execution by both Ednetics and Customer and either Cl) Customer's E -rate funding approval or ('fit) Customer approval to proceed with service via a Notice to Proceed ("NTP"). Customer understands and agrees that One Time Charges and Monthly Charges are Customer's firm contractual obligation for the duration of this contract after customer receives E -rate funding or has given Ednetics an NTP for Service(s) without E -rate funding, The NTP is Included with this agreement as Exhibit 8 and is made a part of this Agreement by reference. 48* Unauthorlized Use of the Service(s). Customer accepts full responsibility for the charges and fees invoiced by Ednetics for the provision of all Service(s) to Customer 'Including, but not limited to, outbound and toll free Service(s), regardless of whether Customer authorized the use of the Service(s). Customer shall Indemnify and hold Ednetics harmless from any and all costs, expenses, damages, claims oractions arising from any fraudulent or unauthorized use of Service(s),, Customershall not be excused from paying Ednetics for Service(s) provided to Customer or any portion thereof on the basis that fraudulent use of Service(s) comprised a corresponding portion of the Service(s) for which charges and fees are invoiced. In the event Ednetics discovers or reasonably believes tha I Servi t ce(s) are being used fraudulently, nothing contained herein shall prohibit Ednetics from taking. im mediate and all reasonable actions necessary to prevent the fraudulent use of the Service(s). 9. BACK-UP POWER* CUSTOMER ACKNOWLEDGES AND AGREES THAT IF ACCESS TO AND USE OF SERVICE(S) IS DESIRED OR REQUIRED DURING A POWER OUTAGE,CUSTOMER IS SOLELY RESPONSIBLE TO PROVIDE APPROPRIATE BACK-UP POWER TO ANY EQUIPMENT LOCATED ONCUSTOMEWS PREMISES TO THE EXTENT SUCH EQUIPMENT MAY BE USED TO ACCESS AND USE OR IS OTHERWISE RELATED TO THE USE OF SERVICE(S), EDNETICS SHALL NOT BE RESPONSIBLE OR LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR THE UNAVAILABILITY OF SERVICE(S) DURING A POWER OUTAGE AS A RESULT OF CUSTOMER'S FAILURE TO PROVIDE NECESSARY BACK-UP OR SECONDARY POWER FACILITIES FOR USE OF SERVICE(S),' 10. Interruptlion of ServiJ ce (s) Credit. In the event there is any defect, error, omission, delay, mistake, interruption,, suspension, or other failure In connection with furnishing Ednetics Service(s) or maintenance of the Service and the same is reported to and confirmed by Ednetics, (an 'Interruption"), the liability,*if any, of Ednetics shall In no event exceed an amount equivalent to the proportionate charge to Customer for the affected Service for the 'time period during which the interruption occurred (the 'Interruption Creditt), do tis shall not be liable nor shall any Int errupti o' n Credit be given to Customer for any Interruption which 1s::(i) caused by the willfulness or negligence of a third -party or any other entity other than Ednetics; (11) due to failure of equipment and systems provided by Customer or any other entity; (0)) due to a force majeure event as set forth in Section 23 below; (I'v) during periods when the Customer elects to use the Service(s) on an impaired basis; or (v) is the result of data services, or data integrations 'Interfaced with Ednetics Volice". Ednetics will provide Interruption of Service(s) Credit based on seven hundred and twenty (720) hours ire a thirty (30) day month. There is no credit applicable to the first two (2) hours after Customer F PROMPT notification 'I's provided to Ednetics unless the reported trouble 'Is determineddue to the negligence of Ednetics or its underlying carrier. Customer hereby acknowledges and, agrees thatits sole and exclusive remedy for an Interruption shall be an Interruption Credit,, Exceptions to Interruption Credit applicability t Service(s) are detailed in the appropriate Service(s)A Attachment, meat, 11. Termination by Ednetics. In the event Customer is In breach of any teras of this Agreement, Ednetics may provide written notice to Customer of such a breach, upon receipt of which Customer shall I have ten days to cure such breach if the breach Is due to Customerisnon-payment of all undisputed charges by the Due Date or li have thirty 3 days to cure all other breaches of this Agreement. If such breach Is not cured by Customer to Ednetlics satisfaction, in Its sole discretion, within the applicable cure pert lod set forth above, Ednetics may terminate this Agreement and the affected Attachment(s) and/or Service Order(s), in whole or in part, and discontinue its provision of Seri under this Agreement effective Immediately pursuant t Section 13. Notwithstanding the foregoing., In the evert Customers use of Service(s) violates the E nett s AUP, Ednetics may suspend the provision of Service(s) to Customer, or terminate this Agreement and the affected Attachment(s) and/or Service Order(s), in whole or in part, effective immediately. 12. Termination by Either Party. Either Party shall have the right to terminate Service(s) without liability including early termination fees In the following Ins nces� I If E neti s Is prohibited from furnishing Service(s) under this Agreement. (1110 I Customer fails t obtain state r federal fundingapproval, through n Ewalt Customer; however-, neg tiations for a new agreement ,,rust Initiated. The requesting Party must provide thirty 3 days written notice to the other Party, which notice shall Ainclude a request to negotiate a new agreement. If negotiations for a new agreement are not successful and it was determined that the loss f state or federal funding was not the fault of Customer, E nets s will 'wive Early Termination Fees (ill) I any ,material rate e r term contained harsh, Is substantially changed by order of the highest court of an competent jurisdiction to which the matter Is appealed, the Federal Corr) muni cations C rr mission, or other local, 1, state, or federal government authority. This does not .apply to a decrease in state or federal funding, although Customer may request to negotiate new agreement as outlined in 0 In all cases, Customer will remain responsible for payment of the Service(s) up to the effective date of termination. 111 .3. Early Termination Due to Default, If Service(s) are terminated by Customer or by Ednetics following ars uncured default by Customer prior to the end of theService `berm, thea commencing on the effective date of such termination, Customer will be subject to early termination fees equal to one hundred percent % of the remaining valga of the Agreement "Early Termination Fees"). Customer and Edr etics acknowledge and agree that i the Early Termination Fees are a, fair and reasonable estimate damages that Bald occur n the event that the Agreement is terminated prior to the end theService Term, I' � actual darna es incurr d by Edn tics as a result It f the early termination of the Agreement would be difficult to tans, ; and (ilii the provisions regarding the Early Termination fees ire this paragraph are reasonable and appropriate measures of the damages for such early termination and not a penalty,, Customer agrees t pay all such Early Termination Fees within thirty 3 days fCustomer's notice termination f S rvic s immediately upon receipt a Francs last invoice t Cust m r "Final Inv i e�� ,, All requests t errmIinat Service(s) must be receiv d, lin writing to Ednetics, thirty y 3 days prior to the termination effe tiv t , A minimum of thirty 3 days will always be billed to Customer from the date that the termination notice i 14, 8*111 Disputes. Customer's billing disputes or requests 'for adjustment, together with all support*n g documentation, rust be made in good faith and must be received 'in writing by Ednetl s within thirty (30) days from the date of the invoice or Customers right to rats such billing disputes Is waived. Customer shall otherwifsetimely pay any undisputed a ount, If Ednetics determines that a disputed charge was billed iia error, Edn tis will issue a credit to reverse the amount Incorrectly billed, If Edi tics determines the disputed amount was billed correctly, Ednetics will 'Inform Customer of such determination and provide Customer with proof of correct billing,. If Customer clues not accept such proof as definitive, the dispute will be escalated for a supervisor review/resolution with Edn tics and Customer in accordance with this Agreement. In the event that the escalated dispute Is resolved against Customer or in the evert Customer accepts the foregoing proof as definitive r If Customer swans to notify Edn tl s within thin days that Customer does not accept proof" as definitive), Customer shall pay the previously disputed amount within ten days thereafter. 5. Resolution of Disputes, Except as otherwise provided, any dispute, controversy or claim (Individuall collectively referred to hereinafter as a "Dispute") arising under this Agreement shall be resolved in accordance with the procedures set forth herein* In the evert of a Dispute, and upon the written request of ith r Party, each of the Parties shall appoint, within five 5 business days after a Party's receipt of such request, a designated representative who has authority to settle the Dispute and who is at the higher level of management than the persons with the direct responsibility for administration of the Agreement. The Ill 1 I'M A indirectly related to, or is caused by any act or omission of Customer, then, and 'in Such event, Customer shall indemnify, defend and hold harmless Ee and its officers, agents and representatives of and from any and all such claims, demands, causes of actions and liability, including the payment of reasonable attorneys' fees to.defend such actiom Additionally, Customer shall reimburse Ednetics, for damage to Ednetics Comm unications facilities Including those due to any malfunction of any facilities or equipment provided by an entity other than Ednettics. 20. Warranties. EDNETICS DOES NOT WARRANT UNINTERRUPTED OPERATION OF THE SERVICE(S) AND SPECIFICALLY DISCLAIMS ANY OTHER WARRANTIES NOT MADE IN THIS AGREEMENT, EITHER EXPRESSED OR IMPLIED,. INCLUDING THE WARRANTIES OF 'IE,MERCHANTABILITY AND FITNESS FOR PARTICULAR PURPOSE. EDNETICS DOES NOT WARRANT AND DOES NOT ASSUME ANY LIABILITY FOR ANY CONSEQUENCES SUFFERED BY ANY PERSON AS A RESULT OF OBTAINING INTERNET ACCESS INCLUDING, WITHOUT LIMITATION, DAMAGES ARISING FROM INTERNET CONTENT OR FROM COMPUTER VIRUSES, 21. Safeg(uardlinq Customer Proprietary Network Information. Ednetics considers Customer Proprietary Network Information (-CPNI") as confiroti 1, Ednetics will not share Information specific to our Customers and/or their network with anyone other than the authorized representative(s) of Customer unless Customer sends written authorization to their Ednetics account manager. Such Letter of Authorization (LOA) must be signed by Customees authorized representative stating the Information Ednetics.1s to provide and to what party and/or company Ednetics Is to disclose the information to upon request, This procedure extends during the term of the contract and will continue after the contract expires. 22. Transfer and Assignment., Customer may not sell, assign or transfer any of Customers rights or obligations under this Agreement without Ednetics prior written consent. Ednetics may assign this Agreement upon notice to Customer. 23. Force Majeure* Any delay, Interruption or nonperformance of any provision of this Agreement on the part of Edrye tics, caused by conditions beyond Ednetics reasonable control shall not constitute a breach of this Agreement and the brie for performance of such provision shall be deemed to extend for a period equal to the duration of the conditions preventing performance. Such examples *Include, but are not limited to, acts of God, acts of civil or military authority, terrorist acts, riots, insurrections, epidemics, power blackouts, fire-, explosion, vandalism, cable cut, adverse weather conditions, earthquakes, nuclear accidents, floods, governmental action, moratoriums or Injunctions related to the construction and shortage of labor and materials (collectively a Force Majeure Event). 24. Governing Law and Venue* This Agreement shall be construed and governed in accordance with the laws of the state Customer is located *In and venue for any actions arising under Tis Agreement shall be in the courts of county jurisdiction or the state Customer is located 'in, as appropriate. 25. Non -Disclosure and Publicit 11 y. Customer shall not disclose to any third party the terms and conditions of this Agreement without the prior written consent of Ednetics, except as required by law. 26. Entire Agreement. 'This Agreement is the complete agreement between the Parties, concerning any telecomm u n 'Ica tionsand/or Internet Service(s) provided by Ednetics hereunder, and replaces any prior oral r ri Wen communications between the Parties,, Except for prior obligations of confidentiali-ty and/or ow nondisclosure, there are no conditions, understandings,, agreements, representations, or warranties, expressed or implied, which are not specified In this AgreementO 27. Addlition./Modifflicati.om, This Agreement and all attachments may only be modified, amended or waived through an amendment signed by an authorized employee of, each Party. 28. Severability. In the event that any of the terms of this Agreement, which Includes all attachments, or the applications of any such term shall be Invalid by any court of any competent jurisdiction, the remaining terms of this Agreement or their application shall not be affected thereby and shall remain in full force and effect. 29. Counterparts. This Agreement may be executed In any number of counterparts, each of which shall be an original, but all of which together shall constitute an Agreement. Facsimile signatures and electronic signatures (including electronically transmitted signed documents) shall be accepted and treated the same as an original. 30. Notices, All notices, requests, demands or other communications which are required or may be given pursuant to the terms of thi's Agreement shall be in writing and shall be deemed to have been duly given (I) on the date of delivery if personally delivered by hand, 00 upon the third day after such notice is (a) deposited in the United States mail, if mailed by registered or certified mail, postage prepaid, return receipt requested, or (b) upon the first business day following deposit If sent by overnight delivery by a nationally recognized overnight express courier, or (iii) by facsimile upon written confirmation (other than the automatic confirmation that is received from the recipient's facsimile machine) of receipt by the recipient of such notice. Ednetics Inc. 888-809-47091 EV-60-WAGCCH-0i0818-1B Please complete this information. it Notices to Ednetlics# Ednetics, Inc. Attn: Lisa Tucker 971 S. Clearwater Loop Post Falls, Waho 83854 T (208) 619-2679 F (208) 6194161 Wt b a copy to: Ednets, Inc. Attn,., Jenny George 971 S. C iearwater Loop ,Post Falls, Idaho 83854 T (208) 777-4709 F (208) 777-4708 if to Customer: ,Grant County Attn: Jill Hammond Administrative Services Coordinator PO Box 37 Ephrata,. WA 98823. 509-754-2001 ext. 2937 The Parties have caused this Master Agreement to be executed by their respective dul.y autho.rized representatives as of the last date signed below ("Effective Date"'). Ednetics Inc. 888-809-47091 EV-60-WAGCCH-01 0818-1 B CUSTOMER By: Name: _iChard SteVejS ------------- Title: Cha7jr Date: Title-. Member I Date: aCt 1. General, Ednetics does not ively monitor nor does Ednetics exercise editorial control over the content of any web site, electronic mail transmission, mailing list, News Group or other material created or accessible over Ednetics network. However, Ednetics reserves the right to remove any materials that, in Ednefics sole discretion, are potentially illegal, may subject Ednetics to liability, or violate this Acceptable Use Policy CAW'). Such material may include, buts not limited to, material that is Inappropriate, obscene (including child pornography), defamatory, libelous, threatening, abusive, hateful, or excessively violent. Any violation of this AUP may result In the suspension or cancellation of Ednetics Service(s) without liability to' Ednetics. Channeling any part of any such activity through Ednetics network resources shall constitute a violation of this AUR 2. SPAK Ecs prohibits the transmission, distribution or storage of unwanted or offensive content. Prohibited transmissions Include without limitation, viruses, Trojan horse programs, messages which Include character sequences intended to control the recipient's computer or display screen, make money fast schemes, pyramid or chain letters, fraudulent offers, threats, harassment, defamation, postings to a newsgroup in violation of its rules, charter or FAQ unsolicited advertising (whether commercial or informational) and unsolicited e-mail ("SPAM"). Ednetics strongly opposes SPAM which floods the Internet with unwanted and unsolicited e-rail and deteriorates the performance and availability of the Ednetics network. All forms of SPAM and all activities that have the effect of facilitating SPAM are strictly prohibited. Violation of this provision will result in termination of any applicable Service Order(s) and/or Customer's entire Agreement. In the event any of the above occurs, Ednetics will provide notice pursuant to Section 11 of the Master Agreement and assist Customer where possible; however, if such prohibitive activities have the immediate potential to harm Emetics netics network or are harming Edrietics network and/or other customers are experiencing Issues due to the above activities, Ednetics, In its sole discretion, will take any action it deems necessary to prevent the transmission, distribution or storage of SPAM and to protect its network. 3, UnfiWited Voice Services, Customer agrees to use the unlimited service plan for traditional voice or fax calling of duration comparable to that of an average business customer. Customer agrees they will not employ methods, devices or procedures to take advantage of the unlimited service plan by using the voice or fax services excessively or for means not Intended by Ednetics. Excessive use is defined by Ednetics as use that substantially exceeds the average call duration used by all other Ednetics unlimited voice service plans caused by excessive local number conference calling, monitoring services, data transmissions of broadcasts or transmission of recorded material. Ednetics has the right to terminate Customers' Service if, in its sole discretion, Ednetics determines that that Customerts use of the unlimited plan violates this prohibition or I's otherwise "'unreasonable' or results in abuse of the unlimited minute service plan, a. Examples of ",unreasonable" use are; L Rel-sell, re-brand, re-supply, re-market or commercially exploit the unlimited service plan, w! ithout written consent, in order to aggregate traffic from more than one customer over an unlimited line or trunk; it. Set-up routing functionality such that only outbound long-distance traffic 'is sent over the unlimited service', or fil. Engage in any other conduct, which Is fraudulent or results in significant network congestion or degradation. b. Examples of "abusive' use are.- L Autodialing; 11" Continuous, repetitive or extensive callforwarding4 W, Continuous call session connectivity, iv. Fax broadcasting; v,, Fax blasting; vi, Telemarketing; or ,** it v ii Autodia , ling; .11 1 4. Lawful Purposes Onlyo Customer may use Ednetics Services for lawful purposes only,, Customer may not 4 ioo use Ednetics Service or equipmentin any way that is illegal, improper, r inappropriate. Illegal, Improper r inappropriate uses of Ednetics Services and/or equipment include the following: a. Interfering with the ability to provide service to the Customer or other customers, b. Use of the Service to threaten, abuse, harass, defame, deceive, defraud, ire oterfere or invade another's privacy or engage In any similar behavior,* Ednetics Inc. 888-809-4709 1 EV-60-WAGCCH-0 10818-1 B 10 c, Use of the Service toimpersonate another person, send bulk unsolicited messages, use data mining techniques, or other automated devices or programs to catalog, download, store, or otherwise reproduce or distribute In rr tion from Ednetics or use any automated means to manipulate the service; or d. Use the Service for transmitting or receiving any comt* mu i im on or aterial of any kind which n ca would constitute a criminal offense, give rise to a civil liability, or otherwise violate and applicable local, state, 'national or international law or encourage conduct that would constitute a. criminal offense, give rise to a civil liability, or otherwise violate any applicable local, state, national or International law. 5, Might of Termination. Ednetis reserves the right to terminate the Service Immediately and without advance notice if Ednetic s, In It sole discretion, believes that Customer has violated any- of the above restrictions. 6. Theft of Service,. Customer may not use or obtain the Service in any manner that avoids Ednetics policies and procedures, Including an illegal or improper manner. Customer will notify Ednetics 'Immediately in writing if Customer believes the Service Is stolen, used fraudulently, or otherwise being used in an unauthorized manner. If Customer notifies Ednetics of one of these -events, Customer must provide an account number and a detailed description of the circumstances of the theft, fraudulent use, or unauthorized use of the Service,, 7. Revisions to this Acceptable Use Policy. Fetics reserves the right to revise, amend, or modify this AUP at any time In any manner. Any revision, amendment, or modification will be effective ten (10) days after Ednetics, publishes such revision, amendment, or modification, Your continued use of our Services after such revision, amendment, or modification shall constitute your acceptance of the modifications to the AUP. Therefore, It is important that you review this AUP -from time to time. IT IS YOUR RESPONSIBILITY TO CHECK ERNE ICS PORTAL AT hUP1:-&=1a_L.9d_n91iz&.o_m REGULARLY, AS ALL OR ANY PART OF THIS AUP MAY CHANGE WITHOUT NOTICE,, If you have questions about the AUP, or about your rights and responsibilities, please contact your Account Manager. Ed tics Inc. 888-809-47091 EV- 60-WAGCCH- 01 0818-1 B The Edrye tics Services Contract(s) begins upon its execution by Ednetics and Customer plus Customer's approval to proceed with service by executing this Notice to Proceed. This Notice to Proceed acts as Customer's Contract activation and Customer's firm approval to proceed with service delivery activities and wildbe cWered as such upon execution by Customees authorized party below. By signing this -form, you are ons( pdrovi ing consent to proceed with the following Contract(s)., Servilce Name Description Contract # Customer Request Start Date Ednetics Voice Interconnected Volp EV-60-WAGCCH-01 0818-1 B Upon receipt of the signed Contract and the signed Notice to Proceed, Ednetics will begin the work necessary 4 to deliver your services. Changes to an Estimated Service Order will reflect in the Final Service Order. if there are no changes to the Estimated Service Order, "it will become final and invoiced at service delivery, Customer further understands and agree� that that one-time charges and recurr• ing charges are Customer's firm contractual obligation for the duration of this Contract whether Customer does or does not receive E -Rate unding. If Customer cancels this Notice to Proceed, there may be termination fees, .... ........... ­ ............ .. CUSTOMER TITLE (N3 a� DATE Ednetics Inc,, 888-809-47091 EV-60-WAGCCH-010818-1 B 12 ATTACHMENT B I EDNETICS VOICE'"' Ednetics Voice is an enhanced voice telecomm uni cations service, which uses an Internet 'Protocol an infrastructure to deliver voice communications d IP products. Ed I netics Voice 'Includes local dial -tone, local and long distance, international calling, 911 calling, access to directory assistance and operator services as well as Ednetics equipment and services integral to performance or delivery of Service under the Agreement. Ednetics Vohs Is a full -featured Voice over Internet Protocol (VoIP) Service and may be a stand-alone on - premise system or hosted managed Service. This Attachment contains additional terms and conditions unique to Ednetics Voice'", and Is Incorporated into and made a part of the Agreement by reference. 1. Ser vike(s). For purposes of this Attachment, "Service(s)" shall mean Ednetics Voice' and the use of Ednetics equipment and services integral to performance and/or delivery of the Service(s) under the Agreement. Service(s,) shall also refer to the Ednetics provided demarcation point between Customer's local area network "Al' and Ednetics wide area network ("WAN"). Specifically, the demarcation point is represented by a router and provides a physical demarcation ("'Demarc") between Custornees LAN and Ecs WAN. Edrye tics is responsible for network on the WAN side of the Deman and Customer is responsible for network on the LAN side of the Dem arc., 2. Acceptable Use Policy. Ednetics reserves the right to revise, amend or modify ('-Update') the Acceptable Use Policy ("AUP') at any time and in any manner. Any Update will be effective ten (10) days after Ednetics publishes such Update. Your continued use of the Services after such Update shall constitute your acceptance of the Update. Therefore, it is Important you review the AUP from time to time. It is your responsibility to check the website at regularly, as all or any part of this AUP may change without notice. If you have any questions about the AUP or about your rights and responsibilities, please contact your Account Manager. Ednetics AU P is attached to the Master Agreement as Exhibit Aand made a part of this Attachment by reference. 3. Handsets. If ordered from Ednetics, tie initial handsets may be purchased via an Edd etics Lease Agreement ("Lease Agreement") on a zero percent (0%) lease with the cost of the handsets prorated over the term of the Lease Agreement. Customer shall own the handsets upon full completion (including payment) of the Lease Agreement Service Terra- The purchase of additional handsets is considered an Upgrade pursuant to Section 16 of the Master Agreement and as such, the handset purchase will be prorated over the remaining Service'Term unless other arrangements are made,, Current handset prices are attached as Exhibit C and made part of this Attachment by reference, 4, Toll -Free Service. Customer is responsible for all charges for toll free Service(s) provided by Ednetics. Ednetic s assumes no liability where any claim arises out of Customer being provided with any toll-free number(s) other than the toll-free numbers(s) requested by Customer. EdnetIcs shall 'have no liability whatsoever for the use, misuse or abuse of Customer's toll-free Service by third parties, 'including without limitation, Customer's employees or any member(s) of the public who dial the Customees toll-free number(s) by mistake. See Exhibit A, Usage Pricing, attached hereto and made a part of this Attachment by reference. Toll Free Services will appear ire the Other Charges section of your invoice,, S. Long Distance Service(s). Customer is responsible for all local and long distance Service(s) used with and without their knowledge. Ednencs provides long distance Service(s) at. no charge within the U.S. 'and Canada, Including Alaska and Hawaii, but excludes International calls. International calls will be billed to you at the rate shown ire Eft A, which Is made a part of this Attachment by reference. 6. Service Availabill tyo Ednetics is committed to providing reliable, high-quality Service(s) to Customers. Ednetics warrants that Ednetics, Voices will be available on a continuous, twenty-four hours per day, seven days a week basis. 7, Interruption of Siervice(s) Credit. Interruption Credit does not Include data services or data 'Integrations Interfaced with Ednetics Voice" -v. Interruption Credits applicable are in Section 10 of the Master Agreement. 8. Letter of Authorization. Customer will be required to execute a Letter of Authorization/Agency ("LOA") authorizing Ednetics to act as their authorized agent for ordering, porting numbers, and changing Customer's long distance provider to Ednetics. The LOA, when executed, shall be incorporated 'Into thi's Attachment by reference. 9. Additional Customer Representations. Customer represents and warrants that Customer registered locations(s) for 911 are true and correct. Customer acknowledges and agre-es that Ednetics relies on the Information supplied by Customer and that providing false or incorrect information may result in delays in the provision and delivery of Service(s), the suspension or termination of Service(s) and the 'Inability of a 911 -dialed call to correctly route to emergency service personnel as further described in the 911 Disclosure Statement. The FCC requires the 911 Disclosure and requires Customer to acknowledge they have read it by Ednetics Inc. 888-809-47091 EV-60-WAGCCH-0 10818-1 B 13 their signature. Customer agrees to promptly notify Ednetics whenever personal or billing information changes, including, but not limited to, Customer's name, address, e-mail address, telephone number, and credit card information, if appropriate. The 911 Disclosure Statement Is attached hereto as Exhibit 8 and made a part of this Attachment by reference,, 10. Early Termination for Convenience. If Service(s) are terminated by Customer for convenience prior to the end of the Service Term, then commencing on the effective date of such termination, Customer will be subject early termination fees equal to one hundred percent (1,00%) of the remaining value of the 0 Agreement ("Early Termination Feesj. Customer and Ednetics acknowledge and agree that (1) the, Early Termination Fees are a fair and reasonable estimate of damages that would occur in the. event that the Agreement *is terminated prior to the end of the Service Term; 00 actual damages Incurred by Ednetics as a result of the early termination of the Agreement would be difficult to determine; and 010 the provisions regarding the Early Termination Fees in this paragraph are reasonable and appropriate measures of the damages for such early termination and not a penalty. Customer agrees to pay all such Early Termination Fees within thirty (30) days of Customer's notice of termination of Services) Jimmediately upon receipt of Ednetics last 'Invoice to Customer ("Final Invoice'). All requests to terminate Service(s) must be -received, in writing to Ednetics, thirty (30) days prior to the termination effective date. A minimum of thirty (30) days will always be billed to Customer from the date that the termination notice I's submitted. 11, Term Renewal. Upon expiration of the Initial Service Term and as long as Customer is not in default of the terms of the Agreement, Customer may extend their Service(s) under the same terms and conditions as their initial term for a period of one (1) additional three (3) or five (5) year term, as applicable, upon notification to Ednetics in writing at least thirty (30) daysr` ior to the expiration of the Service Term. 12. New Equ'lipment, New equipment is ordered via a Service Order, which will become a part of this AttachmentI when s . gned. Customer may choose to either self -Install or contract with Ednetics to configure and install any new handsets for use by the Service(s) as defined 'in Section 1. Once"new equipment has been Installed and the customer notifies Ednetics it will be on boarded and supported under this agreement as part of the service. 13. Service Provisioning. Ednetics Voice allows for the provisioning of equipment, materials.., and services. This includes, but is not limited to, network switch equipment, handsets, data cabling, and installation services as required to provide a complete solution, This is functionally considered an operational lease. All provisioned services require acceptance of a Service Order(s) for each instance. Ownership of Proviisilloned Equipment. Provisioned Service(s) I's considered an operational lease. As such, Customer may, at their option, tale full lownership of all provisioned equipment at the end of the contract 'term. 15. Equipment Warranty. Warranty of customer owned or provisioned equipment is not provided in this contract unless otherwise stated. Customer may choose to obtain manufacturer equipment warranties at additional cost. 16,* Ednetics Support. Technical support of customer owned or provisioned equipmentils not provided In this contract unless otherwise stated. Customer may choose to obtain a support contract from Ednetics at additional cost. 17, Installatilon Services. Ednetics Voice does not include the Installation of new endpoints. Customer procured or provisioned handsets will be fully supported after they have been added to Customer network. Customer may choose to self-linstall handsets or have handsets installed by Ednetics at the rates identified in the Agreement, If Customer self -installs handsets, a notice of completion must be sent to Ednetics* YOUr signatUre below indicate acceptance of the product specific Terms and Conditions, CUSTOMER Initials, Ednetics Inc. 888-809-47091 EV-60-WAGCCH-01 0818-1 B 14 EXHIBIT A I USAGE PRICINC Long distance calls to points outside of the $0.15 per minute United States and Canada are considered international, Directory Assistance Operator Assistance Operator Assistance calls, are charged to your credit card and current rates may be obtained from the Operator before Placing your call'... $1 .00/number/per month; and Toll Free Conferencing $ 1,00/number/per month; and $0.055/per minute -/Per conferee Ecs Inc, 8881-809-47091 EV- 60-WAGCCH-01 0818-1 B 15 E,XHIBIT B 1911 DISCLOSURE STATEMENT Ednetics Inca 888-809-4709 EV- -WAG CH- 081 Ednetic s Voice "' Phone Handsets and Accessories PURCHASE PRICE MONTHLY PRICE Cisco IP Phone 7811 $97.50 $1.63 Cisco IP Phone 8811 $222,50 $171 Cisco IP Phone 7821 $127SO $213 Cisco IP Phone 7841 $18150 $3.04 Cisco IP Phone 8845 $287.50 $439 Cisco IP Phone 8851 $307.50 $513 Cisco IP Phone $841 $25750 $4.29 Cisco 1P Phone $861 $347.50 $5.79 Cisco IP Phone 8865 $397.50 $6163 Cisco DX,650 $847s50 $14.13 Cisco Unified SIP Phone 3905 $49.50 $0.83 Cisco Unified IP Conference Phone 8831 $747,50 $12.46 Cisco 8831 Wireless Microphone kit $325,00 $5 42 Cisco IP Phone 8800 Key Expansion Module $245-00 $4,08 Cisco Unified IP Endpolint Power Cube X63 *Monthly rates on devices added mid co' ntract will be prorated over the remaining Service Term unless other arrangements are made. Prices reflected in this Exhibit are subject to change,, Contact your Ednetics Account Manager for current pri ices. Ednetics Inc. 888-809-47091 EV-60-WAGCCH-01 0818-18 17