HomeMy WebLinkAboutRes-2018-154 PSA EdneticsBOARD OF COUNTY COMMISSIONERS
COUNTY OF KITTITAS
STATE OF WASHINGTON
RESOLUTIOTT
NO. 2018-6 l .
RESOLUTION TO AUTHORIZE THE CHAIRMAN'S SIGNATURE ON THE
PROFESSIONAL SERVICES AGREEMENT WITH EDNETICS FOR VOiP SERVICES
WHEREAS, pursuant to Resolution No. R-2018-140, the Board of County Commissioners,
awarded the bid for VOIP services to Ednetics; and
WHEREAS, the Professional Service Agreement detailing the terms and conditions surrounding
the services to be provided, has been reviewed and approved, and is attached
hereto and incorporated by reference; and
WHEREAS, authorization is required by the Board of County of Commissioners before services
can be provided;
NOW THEREFORE, BE IT RESOLVED that the Board of County Commissioners of Kittitas
County, Washington, hereby authorizes execution of the Professional Services
Agreement with Ednetics for VOIP services.
DATED this fYJW day of {flpir;b&v • 2018, at Ellensburg, Washington.
BOARD OF COUNTY COMMISSIONERS
K~,c_,. UNTY, WASHINGTON
CONTRACT NUMBER
EV-WAKITT-19022018-1 A
Ed netics Voice TM
Unified Communications Service
5 Year
September 25, 2018
Kittitas County RFP
Jim Goeben, Information Technology Director
205 W 5th AVE STE 13 • Ellensburg, WA 98926
RFP NUMBER
201801-VolP
Summary of Service and Charges
Ednetics Voice is managed unified communications service built on the award winning Cisco UC platform.
Service includes enhanced 911, end-to-end monitoring, back end maintenance, and day-to-day operational
changes. Pricing is based on a fixed rate per user and includes all support and maintenance.
Ednetics Voice™
5 Year Service Agreement
Monthly Service Charges
305 New Users@ $25 each
1 Analog/Fax Users@ $25 each
Contract Discount
Taxes and Fees*
Monthly Service Total
·1Tax e s are estimated based on current rates and are subject to change
Ednetics Inc. 888-809-4709 j EV-WAKITT-19022018-lA
$7,625.00
$25.00
($525.00)
$626.70
$7,751.70
2
Ed netics Voice
Unified Communications Service
APPENDIX I j MASTER AGREEMENT
TM
EXHIBIT A I EDNETICS ACCEPTABLE USE POLICY
EXHIBIT B I NOTICE TO PROCEED
ATTACHMENT B I EDNETICS VOICE™
EXHIBIT A I USAGE PRICING
EXHIBIT BI 911 DISCLOSURE STATEMENT
EXHIBIT C I HANDSET AND ACCESSORY PRICING
Ednetics Inc. 888-809-4709 j EV-WAKITT-19022018-lA 3
APPENDIX I J MASTER AGREEMENT
General Terms and Conditions
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 consists
of Service(s) Attachments ("Attachment(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 and 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
1. 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 Service(s) 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 manner as to prevent damage to Ednetics network and equipment. Ednetics AUP is
attached hereto as Exhibit A and is made a part of this Agreement by reference. Updates to Ednetics AUP
will be made on the web site .bttQs://portaLednetlcs,com and will apply to all Service(s). Customer agrees to
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 this
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 enter into 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 or incorrect 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 Ednetics whenever billing
information changes, including, but not limited to, Customer's name, address, e-mail address, telephone
number, and credit card information, if appropriate.
3. Term Commitment. For each Service, the term commitment of the Service will begin the date Service is
first installed and made available to Customer unless Customer advises Ednetics in writing that Service is 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
of months/years set forth in the applicable Attachment(s) or Service Order(s) ("Initial Service Term").
4. Fees and Charges. Customer shall pay for all Service(s) Ednetics supplies to Customer. Attachment(s) and
Service Order(s) specify the fees Customer will pay for Service(s) during the Service Term. The fees 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" are 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 (USF), federal and state
telecommunications relay service (TRS), state and county E911 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 billing 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 1st through the 30th of the month. All Monthly Charges are billed one
(1) month in 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
Ednetics Inc. 888-809-4709 I EV-WAKITT-19022018-1 A 4
Time Charges. A late payment fee may be applied on balances remaining unpaid thirty (30) days following
the date of the invoice in the amount of one and one-half percent (1 ½%) per month of the amount of the
unpaid balance from the date of invoice. Subject to any applicable state or federal regulations, in the event
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, Ednetics reserves its right in law
and equity including, but not limited to, its rights under the Uniform Commercial Code.
6. Taxes. Customer hereby acknowledges and agrees that all pricing for Service(s) and other charges due
hereunder, including value added taxes, sales taxes, duties, fees, levies or surcharges (including 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 agrees to indemnify 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 charges 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 shalt 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 (i) Customer's E-rate funding approval or (ii) 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 Band is made a part of this Agreement by reference.
8. Unauthorized 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 shalt
indemnify and hold Ednetics harmless from any and all costs, expenses, damages, claims or actions arising
from any fraudulent or unauthorized use of Service(s). Customer shall 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 that Service(s) are being used fraudulently, nothing contained
herein shall prohibit Ednetics from taking immediate 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 ON CUSTOMER'S 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).
1 O. Interruption of Service(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 Credit").
Ednetics shall not be liable nor shall any Interruption Credit be given to Customer for any Interruption
which is: (i) caused by the willfulness or negligence of a third-party or any other entity other than Ednetics;
(ii) due to failure of equipment and systems provided by Customer or any other entity; (iii) due to a force
majeure event as set forth in Section 23 below; (iv) 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 Voice™. Ednetics will provide Interruption of Service(s) Credit based on seven hundred and twenty
(720) hours in a thirty (30) day month. There is no credit applicable to the first two (2) hours after Customer
Ednetics Inc. 888-809-4709 I EV-WAKITT-19022018-1 A 5
notification is provided to Ednetics unless the reported trouble is determined to be due to the negligence
of Ednetics or its underlying carrier. Customer hereby acknowledges and agrees that its sole and exclusive
remedy for an Inter ru ption shall be an Interruption Credit. Exceptions to Interruption Cr~di t applicabi lity to
Service(s) are detailed in the app ropr iate Service(s) Attachment.
11. Termination by Ednetics. In the event Customer is in breach ·o f any terms of this Agreement, Ed netics may
provide written notice to Customer of such a breach, upon receipt of which Customer shall (i) have ten (1 O)
days to cure such breach if the brea ch is due to Customer's non-payment of all undisputed charges by the
Due Date or (ii) have thirty (30) days to cure all other breaches of this Agreement. If such breach is not cured
by Customer to Ed neti cs satisfaction, in its so le d iscretion, within the applicable c:ure period set forth above,
Edn etics may term inate this Agreement and t he affected Attachment(s) and/or Service Order (s)1 in wl'lole .or
in part, and discontinue its p rovisio n of Service(s) under this Agreement effe~tive immediately pursuant-to
Section 13. Notwithstanding the foregoing, in the eve nt Customer's use of Servi ce(s) violates the Edne tics
AUP, Ednetics may suspend the provision of Service (s) to Customer or t erminate thi s Ag reement 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
includir:ig early termination fees in the fo llowing ins tances; (i) if Ednetics Is p rohibited from furnishing
Ser vice(s) under thi s Agreement. (ii) If Cu stomer fails to obtai n state or federal fµnding approva l , t hr0ugn no
fault of Customer; however, negotiations for a new agreeme nt mus t be Initiated. The requesting Parw must
provide thirty (30) days written notice to the other Party, which notice shall include a request to negotiate a
new agreem e~t. If negotia tions for a new agreem ent are not successful and It was determined t hat t he loss
of state or federa l fundi ng was not the fault of Customer, Ednetics wl ll waive Ear ly Terminatio n Fees. (i iO If
any material rate or term contained herein is subs tantla lly ·changed by order of the highest co urt of any
comp etent jurisdiction to which the matter is ap pealed , the Federa l Communications Commissio n. or other
local, state, or federal govern ment authority. Th is does not apply to a decrease In state or federa l funding,
although Customer may request to negotiate a new ag re ement as outllned In (ii). In all cases, Customer will
remain responsible for payment of the Service(s) up to the effective date of termination.
13. Early Termination Due to Default. If Se rvice {s) are ter minated by Customer or by Ednetics followi ng an
uncured defau lt by Custom er prior to the end of the Se rvice Term, t hen commencing on the effective date
of such termination, Customer will be subject to earl y term inati o n rees equal to o ne hundred percent
(100%) of the remaining value of the Agreement ( "Early Termination Fees"). Customer and Ednetics
acknowledge and agree that (i) 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; (ii)
actual damages incurred by Ednetics as a result of the early termination of the Agreement would be difficult
to determine; and (iii) 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 Service(s)
immediately 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 is
submitted.
14. Bill Disputes. Customer's billing disputes or requests for adjustment, together with all supporting
documentation, must be made in good faith and must be received in writing by Ednetics within thirty (30)
days from the date of the invoice or Customer's ri ght to ra ise such billing disputes is waived. Customer sh all
otherwise timely pay any undisputed amount. If Ednetics determines that a disputed charge was billed in
error, Ednetics will issue a credit to reverse the amount -incorrec,tly b illed. If Ednetics determines t he
disputed amount was billed correctly, Ednetics will inform Customer of such determination and provide
Customer with proof of correct billing. If Customer does not accept such proof as definitive, the dispute will
be escalated for a supervisor review/resolution with Ednetics and Customer in accordance with this
AgrEi'e ment. In the event that the esca lated dispu te is resol ved against Customer or in the event Custo mer
accepts the fo rego ing proof as definitive (or if Cu stomer fails to notify Ednetics with in thirty (30) da ys that
Customer does not accept proof as definitive), Cu stomer shall p ay the previous ly disputed amount wi thin
ten (1 O) days thereafter.
15. Resolution of Disputes. Except as otherwise provided, any dispute, controversy or claim (individually and
collectively referred to hereinafter as a "Dispute") arising under this Ag reement shall be reso lved in
accordance with the procedures set forth herein. In the event of a Dispute, and upon the written req uest of
either Party, each of the Parti es shall appoint, with in five '(S) business days after a Partis receipt of such
reque st, a designated represe ntative who has auth ority to settle the Dispute and who is at the higher level
of management than the persons with the direct resp.onslbility for administration of the Agreement. The
Ednetics Inc. 888-809-4709 I EV-WAKITT-19022018-lA 6
desig n ated represe ntatives shall me et as often a.s t hey reasonably deem necessary In order to discuss the
Dispute and negotiate lh 9009 fait h in an effort to resolve such Dispute. The speci fic format for such
dlscussfons will be leftto the discreti on of the designated representatives; however, all reasonable requests
for relevant information made by one Party to the other shall be honored. If the Parties are unable to
resol ve Issues rela ted to the Di spute within thirty (30) days after a Pa rty's request is made for appointment
of d esig nated re pres entatives as set forth above, either Party may seek any relief to which it is entitled,
whether at law or in equity.
16. Upgrades and Downgrades. An "Upgrade" is define d as a change to Customer's existing Service(s) agreed
to by Ednetics resulting in an increase in Customer's Monthly Charg es an d/or One Time Charges. Customer
will be requ ired to pure;hase the Upgrade for a term commitment that extends to the end of Customer's
existing Term or the Customer may extend their term by providing written notifkation to Ednetics. A
NDowngrade"is defined as a change to Customer 's· existing Servlce(s) or partial disconnee1:t agreed to by
Ednetics that w ill result in a decreas_e in Customer's Monthly Charges. If Customer Downgrades the
Service(s) before the end of the Term and the Downgrade results In more than a fifteen percent ('15%)
decrease in the Monthly Charges on the Service(s) for which a Downgrade occurred, Ednetics, in its sole
discretion, may charge Customer Early Termination Fees. Customer shall provide Ednetics with thirty (30)
days prior written notice for all Downg rades. Any Downgrade of Service(s) must have a Term that extends
at least to the end of the Customer's exfsti ng Term .
17. Ednetics Owned Customer Pr emises Equipment. Any Equi pment installed by Ed netics to perform or
deliver Service(s) undet this Agreement which was not pu rc hased by the Customer, is the-sole pro perty of
Ednetics and is referred to as "Ednetics CPE". Ednetics has the right to access, maintain, remove, replace or
take any other actio n in connection with Ednetics CPE at any time for any reason. At all times, Customer
shall: (i) refrain from physically tampering with o r modifying Ednetics CPE, or authorizing another to do ·so;
and (ii) provide Ednetics with reasonable, sufficien t, and necessary access to Cust6mer1s facllitfes in order
for Ednetics to fulfill its obligations under this Agreement. Customer shall provide Ednetics reasonable and
necessary access to Edneti cs CPE at all reas.onable times in the event Ednetic·s needs to retrieve Ednetks
CPE during or upon the expiration or termination of the applicable Service lerm. Customer al so agrees to
cooperate with Ednetics in all communications with the landlord .at the Customer's premises if requested by
Ednetics even after the expiration or termination of the applicable Service -Y:erm so. that Ednetics may
retrieve physical possession of Ednetics CPE. Cust omer shall be responsib le for any and all damages to
Edneti cs CPE caused by Customer or its end-users. Edr.ietics will not be responsible for any Interference or
interruption in Service(s) that are related to or ca used by Customer Cf>E. Customer is responsible for the
initial and ongoing configuration of any equipment provided by Customer. If any equipment provided by
Customer is not compatible or may not be us ed with the Service(s) and Customer terminates this
Agreement or Service(s) as a result, Customer will be responsible for all Non-Recurr.ing ·charges for
Servlce(s) that are noted on the Service Orc:ler(s) as well as any third-party costs Ednetics may ha ve incurred.
18. Limitation of Liability. Ednetics shall not be liable or responsible for any of the following: (i) the conteht of
the information passing over Ednetics network; (ii) the Internet -or any Information contained thereon; (iii)
unauthorized access to Customer transmission facilities or to Customer owned equipment; (iv)
unauthorized access or damage to, alteration, theft, destruction or loss of customer records or data; (v)
claims for .damages caused by Customer through fault, negligence or failure to perform Customer 's
responsibilities; (vi) claims against Cust_omer by any other party; or (vii) any act or omission of any other
party furnishing services to GUstomer, or the installation and/or removal of any and all equipment supplies
by any other services provider; or .(viii) inc.orrect publication of listings or phone number in the directory, If
applicable. Notwithstanding the foregoing, the liability of Ednetics, if any, for damages a(ising out of
mistakes, omissions, interruptions, delays, errors, or defects In the Serv:ice(s) or equipment provided by
Ednetics, if any, o r for breach or warranties set forth in this Agreement, shall in no event exceed the Monthly
.Charges for Service(s) that are the subject of the claim . IF ANY LIABILITY IS IMPO SED ON EDNET ICS, SUCH
LIABILITY SHAL L BE LIMITED .O.S PROVI_DED IN THIS AGREEMENT, WHICH SHALL BE EDNETICS SOLE AND
EXCLUSIVE LIABILITY REGARDLESS OF WHETHER LOSS OR DAMA.GE IS CAUSED BY PERFORMANCE, NON-
PERFORMANCE, OR NEGLIGENCE OF EDNETICS UNDER THIS AGREEMENT. EDNETICS SHALL HAVE NO
LIABILITY TO CUSTOMER OR ANY THIRD-PARTY FOR OR WITH RESPECT TO ANY SPECIAL, INCIDENTAL,
INDIRECT, CONSEQUENTIAL, OR PUNITIVE DAMAGES OF ANY NATURE OR FOR THE LOSS OF REVENUE, LOST
PROFITS, LOSS OF BUSINESS, LOSS OF PROSPECTIVE OR POTENTIAL BUSINESS OR ECONOMIC LOSS OF ANY
KIND FOR ANY REASON WHATSOEVER, REGARDLESS OF WHETHER EDNETICS IS INFORMED OF THEIR
POSSIBILITY.
19. Liability of Customer. In the event any claim, demand, lawsuit or liability is made or asserted against
Ed netics or any of the officers of Ednetics by any thi rd-pa rty and the same arises out of, or fs directly o r
Ednetics Inc. 888-809-4709 I EV-WAKITT-19022018-lA 7
indirectly telated to, or is caused by any act or omissi on of Customer1 then, and i n such even t,, Customer
shall indemnify, defend and hold harmless Ednetics an d its officers, agents and rel)re sentatives of and from
ahy and all such claims, demands, causes of actio ns an d lia bility, including the p ayme nt of reasonable
attorneys' fee:s to defend such action. Additiona lly, Customer shall reimburse Ednetics for dam age to
Ednetics communications facilities including those due to any malfunction of any facilities or equi pment
provided by an en tity other than Edn etics.
20. Warranties. EDN ET ICS DOES NOT WARRANT UNIN TERRUPT ED OP ERATIO N OF THE SERVICE(S) AND
SPECIFICALLY DISCLAIMS ANY OTHER WARRANTIES NOT MAD-E IN THIS AGREEMENT, EITHER EXPRESSED OR
IMPLIED, INCLUDING THE WARRANTIES OF TITLE, 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. Safegu arding Customer Propr ietary Network Information. Edhetics considers Customer Proprietary
Network Information ("CPNI") as confrd1,m tial . Edn etics will not share Inform ation spec@.c to ou r Customers
and/or their network with anyone other than the au thorized representati-v e(s) of Customer unl~ss (ustomer
sends written authorization to their Ednetics account manager. Such Letter of Authorization (LOA) must be
si gned by Customer's authorized representative sta ting the information Ednetics is to provide and to what
party and/or company Ednetics ls to disclose the information to u pon requ est. This proced ure extends
d uring 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 Agreeme n t oh the part
of Edn etics caused by conditions beyond Ednetics reasonab le contro l shall n0t constlt\.Jte a b reach of this
Agreeme nt and the time for perforrnance of such provision shall be ,deemed to extend for a p eriod equal to
the duration of the conditions preventing performa nce. Such examples include, but are not limited to, acts
of God, acts of civil or military authority, terrorist acts, riots, insu rrections, ep idemics, power blackouts, fire,
explosion, .vandalism , cab lt:? cut, adverse wea ther conditions, earthquakes, nuclear accidents, flo ods,
governmental action, moratoriums or inju n(ti ons rel ated to the .construction and shortage of labor and
mate,ials (collectively a Force Majeure 6vent}.
24. Governing Law and Venue. This Agree me_nt shall be construed an d governed in accqrdance With the laws
of the state Customer is l0 ca ted in and venue for any actions arising under this Agreement shall be in the
courts of county jurisdiction or the state Customer is located in, as appropriate.
25. Non-Disclosure and Publicity. 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. En tire Agreement. This Agreement is the complete agreement between the Parties, c0ncerning any
telecommunications and/or In ternet Service(s) pro.vided by Ednetics hereunder, and rep laces any prior oral
or written commun ications between the Parties. Except for prior obligations of confid entiality and/or
nondisclosure, there are no conditions, understandings, agreements, representations, or warranties,
expressed or implied, Which are not specifi ed i n this Agreement.
27. Addition/Modification. This Agreement and all atta chments may only be modified, amended or waived
through an amendment signed by a11 authorized employee of each Party.
28. Sever ability. In the event that any of the terms of this Agreemen t, which indl!.ldes all attach ments, or t he
applications of any such term shall be invalid by any court of any competent Jurisdiction, t he remaini ng
terms of this Agre e_meht or their application shall not be affected thereby and shall remain i n full force an d
effect.
29. Counterparts. This Agreement may be executed in any num ber of co unterparts, each of which shall be an
original, but all of which together shall cons titute an Agreement. Facsimile signatures and electronic
signatures (including electronica lly transm itted 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 this Ag reeme nt shall be in writing and shall be deemed to have been duly given (i)
on the date of delivery if personally delivered b:v hand1 (ii) upon the third day after such notice is (a)
deposited In the Unltecl States mail, if mailed by registered or certified mall, postage prepaid, return receipt
requested, or (b) upon the first business day following deposlt if sent by 0vernight delivery by a nationally
recognized overnight express courier, or (iii) by facsimile upon w'ritten c0nflrmation (other than the
automatic confirmation that is received from the re cipient's facsimile machine) of receipt by the recipient of
such notice.
Ednetics Inc. 888-809-4709 j EV-WAKITT-19022018-1 A 8
Please complete this information.
Notices to Ednetics:
Ednetics, Inc.
Attn: Lisa Tucker
971 S. Clearwater Loop
Post Falls, Idaho 83854
T (208) 619-2679
F (208) 619-4161
With a copy to:
Ednetics, Inc.
Attn: Jenny George
971 S. Clearwater Loop
Post Falls, Idaho 83854
T (208) 777-4709
F (208) 777-4708
lfto Customer:
Kittitas C o unty
Attn: Jim G oeben . IT Director
205 W 5TH AVE STE 13
Ellensbu rg WA 98926
{509) 962-7510
The Parties have caused this Master Agreement to be executed by their respective duly authorized
representatives as of the last date signed below ("Effective Date").
Ednetics Inc. 888-809-4709 I EV-WAKITT-19022018-1 A
CUSTO
By:
Name:
Title:
Date:
Board of C o unty Commissioners Chairman
October 2. 2018
9
EXHIBIT A I EDNETICS ACCEPTABLE USE POLICY
1. General. Ednetics does not actively monitor nor does Ednetics exercise editorial control over the content of
any web site, electronic mail tra nsmiss ion , malll ng list, News Group or other material created or accessible
over Ednetics network. Howeve r, Edne tics re ser ves the right to remove any materials that, in Ednetics sole
discretion, are potentially illegal, may subject Ednetics to li abil ity, or violate this Acceptable Use Polley
'rAuP~). Such material may include, but Is not liri)ited to, materia l that is i nappropriate, obsc::ene (including
child pornogra phy), defamatory, libe lo us, threatening) abusive, hateful, orexcessive ly ·vio l ent. Any vio lat ion
of this AUP ma y resu lt In the suspensio n or canc::ellation of Ednetjcs Service(s) without l iability ta E.dnetlcs.
Channeling any part of any such act1vity through Ednetics network resources sha ll co nst itute a vio lation of
this AUP.
2. SPAM. Ednetics prohibits the transmission , distributi on 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
newsg roup in viol ati o n of its rules , charter or FAQ, unsolicited advertising (whether commercial or
informational) and unsolicited e-mail ("SPA M"). Edn etics stror;ig ly opposes SPAM w hich f lo ods the Internet
with unwanted and unsolicited e-mai l and deteriorates the performance and availabili ty of the Ednetics
network. All forms of SPAM and all acti vities that have the effect of facilitating SPAM are strictly prohibited.
Vio lation of this prov ision will resu lt in termination of any applicable Service Order(s) and/or Customer's
entire Agreement. In the event any of the ab ove occ urs, Ednetics will provide notice pursuant to Section 11
o f tl:le Master Agreement and assist Customer wh ere possible; howeve r, if such prohibitive activ ities have
the immediate potential to harm Ednetics network or are harming Ednetics network and /or other
customers are experienc i ng 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. Unlimited Voice Services. Customer ag rees to use the unlimited service plan for traditional voice or fax
ca ll in_g of duration comparab le to that of an avera ge business customer. Customer agrees they will not
employ meth9ds1 devic::es o r procedures to take advantage of the unlimited service plan by using the voice
or fax ser vices excessive ly o r for means .not Intended by Ednerics. Excessive use is defined by Ednetics as use
that su bstantia lly exc ee ds the average ca ll duration us l:?d by all other Ednetics un limited voice service p lans
caused by exces si ve local number conference ca lli ng, moni toring servi<::es; data transmiss ions of bro adcasts
or tran smission of re co rded material. Ednetics has the right ~o terminate Customer s' Ser vk:e if, in its so le
discretion, Ednetics determines that that Customer's use of the unlimited plan violates this prohibition or is
otherwise "unreasonable" or results in abuse of the unlimited minute service plan.
a. Examples of "unreasonable" use are:
i. Re-sell, re-brand, re-supply, re-market or commercially exploit the unlimited service plan,
without written consent, in order to aggregate traffic from more than one customer over
an unlimited line or trunk;
ii. Set-up routing functionality such that only outbound long-distance traffic is sent over the
unlimited service; or
iii. Engage in any other conduct, which is fraudulent or results in significant network
congestion or degradation.
b. Examples of "abusive" use are:
i. Autodialing;
ii. Continuous, repetitive or extensive call forwarding;
iii. Continuous call session connectivity;
iv. Fax broadcasting;
v. Fax blasting;
vi. Telemarket i ng ; or
vii Autodialing;
4. Lawful Purposes Only. Customer may use Ed netics Serv ices for lawful purposes only. Custo mer m ay not
use Ednetics Service or equipment in any way that is Ill ega l, improper, or inappropriate. Illegal, Improper or
inappropriate uses of Ednetics Services and/or equ ipment include the foll owing:
a. In terfer ing with the ability to provid e service to th e Customer or other customers;
b. Use of the Service to threaten , abuse, harass, defa me, decei ve , defraud, interfere or invade
another's privacy or engage in any similar behavior;
Ednetics Inc. 888-809-4709 I EV-WAKITT-19022018-1 A 10
c. Use of the Service to impersonate another person, send bulk unsolicited messages, use data mining
techniques, or other automated devices or prog rams to catalog, download, store, or otherwise
re produce or di stribu te Information from Ed netics or use any automated means to manipu late the
service; or
d. Use the Ser vice for tra nsmitting or recei v i ng any communication or material of any kind w hich
would constitute a criminal offe nse, give rise to a civil l iability, or otherwise violate and applicable
local, state, nat;ional or internationa l law or encou rage co nduct that wou ld constitute a criminal
offense, give rise to a civil liabi li ty, or otherwise. violate any applicable loca l, state, nationa l or
international law.
5. Ri gh t of Termination. Ednetics reserves the right to terminate the Se rvice im medi ately and without
adva nce notice if Eonetics, in its sole disc retio n, believes that Cu stomer has viol ated 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, includi ng an illegal or improper manner. Customer will notify Ednetics immediately in
writing if Gustomer be li eves t he Service is stolen, used fraudl:llent ly, or otherwise being osed in an
unauthorized manner. If Custo mer notifies Ednet ics of one of the·se 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. Revi si o ns t o t hi s Ac<,e ptable Use Poli cy. Ednetk:s res erves the ri ght t o rev ise, amend, or modify this AUP
at any t i me in any manner. Any revision, amer:1dment, or modificatio n wi ll be effective ten (1 0) d ays after
Ednetics publi shes such re v ision, amendment, or m od ification. Your continued use of our Services after
such revision, amendment, or modification , sha ll co nstitute yo ur acc eptan ce of the modificat ions to the
AUP. Therefore, it is important that you review this AUP from ti me to t ime. IT IS YOUR RESPON SIBILITY TO
CHECK EDNETICS PORTAL AT https://portal.ednetks.com 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.
Ednetics Inc. 888 -809-4709 j EV-WAKITT-19022018-lA 11
EXHIBIT BI NOTICE TO PROCEED
The Ednetics Services Contra ct(s) begins upon its ex ecution by Ednetics and Customer plus Customer's
approval to p roceed with ser vice by executi ng this Notice to Proceed. This Notice to Proceed acts as Customer's
Contract activation and Cu stomer's firm approval to proceed with service delivery activities and will be
considered as such upon execution by Customer's authorized party below. By signing this form, you are
providing consent to proceed with the following Contract(s):
Service Name
Ednetics Voice
Desc ri pt on
Interconnected VoIP
Contract# Customer Request Start Date
EV-WAKITT-19022018-1 A December 3 , 2018
Upon receipt of the sig ned Contract and the sign ed Notice to Proceed, Edn etics will b"egiri the work necessary
to deliver your servi ce s. Changes to an Estima ted Service Order will reflect in the Fin al Setvice Order. If there are
no ch anges to the Estim ated Service Order, It will become final and invoiced at serv ic e delivery.
Customer further understands and agrees that that one-time charges and recurring charges are Customer's firm
contractual obligation for the duration of this Contract whether Customer does or does not receive E-Rate
funding. If Customer cancels this Notice to Proceed, there may be termination fees.
Kitti
V·E SIGNATURE
Laura Osiadacz
CUSTOMER PRINTED NAME
Board of County Commissioners Chairman
CUSTOMER TITLE
October 2, 2018
DATE
Ednetics Inc. 888-809-4709 I EV-WAKITT-19022018-1 A 12
ATTACHMENT BI EDNETICS VOICE™
Ednetics Voice is an enhanced voice telecommunications service, which uses an Internet Protocol ("IP ")
infrastructure to deliver voice communications and IP products. Ednetics Voice includes local dial-tone, local
and long distance, international calling, 911 calling, access to directory assistance and operator services as well
as Ed netics eq u ipment and services integral to performance or delivery of Service under the Agreement.
Ednetics Voice is a full-featured Voice over Internet Protocol (VoIP) Service and may be a stand-alone on-
premise system or hosted managed Serv ice. This Attach ment contains ad ditional terms and conditions unique
to Ednet lcs Vo ice™ and is incorporated in to and made a part o f the Ag reement by re fere nce.
1. Service(s). For purposes of this Attachment, "Service(s)" shall mean Ednetics Voice™ and the use of Ednetics
equipment and services integral to p erformance and/or deli very of the Service(s)_ under the Agreement.
Service(s) shall also refer to the Ed netics provided demarcation point between Customer's loca l area
network ("LAN") and Ednetics wide area network ("WA N")'. Specifically, the demarcation point ls represented
by a router and p rov ides a physica l demarcation ("Demarc") between Customer's LAN and Ednetics WAN.
Ednetics is respo nsible for network on the WAN side of the Dema rc and Cu stomer is responsible for
network on the LAN side of the Demarc.
2. Acceptable Use Poli cy . Ednetics reserves t he rig h t t o revise, amend,. or modify (ff Update'') the Acceptable
Use Po l k y (''AUP ") at any time and in an y ma nn er. Any Update will be effective terr(l 0) da ys after Ednetics
p ublis hes sue!, Update. Your continued use of the Services after such Update shall constitute your
acceptance of the Update. Therefore, lt is importa nt you review the· AUP from time to time. It is your
respo nsibility to ch eck th e web.site at https://portaLednetjcs ,c om reg ul ar ly, as all or any part -of this AU P'
may change Without notice. If you have any questions about the AUP or about your rights and
responsibili t ies, please contac:t yo ur Acc o unt Manager. Ednetlcs AUP Is attac:a:hed to the Mast.er Agr-eement
as Exhibit A and made a part of this Attachmen t by reference. ·
3. Handsets. If ordered from Ednetics, the initial hand sets may be purcha·sed via an Ednetlcs Lease Agreement
:{"Lease Agreement!') on a zero percent (0%) lease with the cost of the handsets prorated over the term of
the Lease Agre~mem. Customer shall o wn the handsets upon f ull completion (Including pa yment) of t he
Lease Agreement Service Term. The p urchase o f additional handsets Is considered an Upgrade pursuant to
Section 16 of the Master Agreement an d as such , the handset purchase wi ll be pr0rated o ver the remaini ng
Service Term unless other arrangements are mad e. Current handset prices are attached as Exhibit C and
made part of this Attachment by re ferenc e.
4. Toti -Free Service. Customer is re spo nsi ble for all charges for toll free Servi ce(s}, provided by Ednetics.
Ednetics assumes no liability where any claim arises out of Customer being provided w ith any toll-free
number(s) other than the toll-free numbers(s) requested by Custo mer. Ednetics shall have no liability
whatsoeve r for t he use, mis1;1se or abuse of Custo mer's toll-free Servi ce by third parties, including without
limitation, Customer's employees or any member(s) of the public who dial the Customer's toll-free
number(s) by mistake. See Exhibit A, Usage Pricing, attached hereto and made a part of this Attachment by
refere nc e. Tt:>11 Free Services will appear in the Other Charges section of you r invoice.
s. Lon g Distance Service(s). Customer i s res p o nsible for all local and long d istance Service(s) used with and
wrtho ut thei r knowledge. Ednet ics 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 in Exhibit A, which is made a part of this Attachment by reference .
6. Service Availability. Ednetics is committed to providing reliable, high-quality Service(s) to Customers.
Ednetics warrants that Ednetics Voice™ will be available on a continuous, twenty-four hours per day, seven
days a week ba sis.
7. Inter ru p t ion of Service(s) Credit. Interruption Cre d it does not i nclude data se rvices or data integration s
interfaced with Ed netics Voice™. Interru ptio n Cred its appl ica b le are In Secti o n 10 of the Master Ag reement.
8. Letter of Authorization . Customer will be required to exe cute a Letter of Autho rization/Agency (uLOA")
authorizing Ednetics to act as their authorized agent for ordering, po rting numbers, and ch angi ng
Customer's long distance provider to Ednetics. The LOA, when exec uted, shall be incorporate d into t his
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 agrees that Ednetics relies on the
informati on supplied by Customer and that provid i ng fa lse or incorrect information may result in delays in
the provision and delivery of Service(s), the suspen sion or termination of Service(s) and the inability of a
91 1-d i al ed call to correctl y ro ute to em erge ncy service personnel as f urther described in the 911 Disclosure
St atement. The FCC requi res t h e 911 Di scl osu re-a nd require s Customer to acknowledge they have read it by
Ednetics Inc. 888-809-4709 J EV-WAKITT-19022018-1 A 13
their signature. Customer agrees to promptly notify Ednetics w henever personal or b illing Information
changes, including, but not limited to, Customer's name , address , e-m ail address, t eleph one number, and
credit card information, if appropriate. The 911 Disclosure Statement is attached hereto as Exhibit B and
made a part of this Attachment by reference.
10. Early Termination for Convenience. If Servi ce(s) are terminated by Customer for convenience prior to the
end of the Service Term, then comm encing on th e effective date of such termination, Customer will be
subject to early termination fees equal to one hundred percent (100%) of the remaining value of the
Agreement ("Early Termination Fees"). Customer and Ednetics acknowledge and agree that (i) 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; (ii) actual damages incurred by Ednetics as a
result of the early termination of the Agreement would be difficult to determine; and (iii) 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 sue), Early Termination
Fees within thirty (30) days of Customer 's notice of termination of Service(s) immediately 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) da ys p ri o r to the termination effective date. A minimum of thirty (30) days w ill
always be bi ll ed to Customer fro m the date that the termination no.tice is submitted.
11. T erm Renewa l. Upon expiration of the In itial Service Term and as long as Customer Is not in default of the
terms of the Agreement, Customer may extend t heir Servic.e(s) under t he 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 i n wri ting at least thirty (30) days prior to t he expiration of the Service Term.
12. New Equipment. New equ ipment is ordered via a Service Order, which will become a part of this
Attachment when signed. 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
ag reement as part of the ser vice.
13. Service Provisioning. Edne tics Voice allows for the provisioning of equipment, materials, and services. This
incl udes, but is not limited to, network switch equipment, handsets, data ca b li ng, and Installation serv ices
as requi red to provide a complete solution. This is functionally conside red an operationa l lease. All
provisioned services require acceptance of a Serv ice Order(s) for each instance.
14. Ownership of Provisioned Equipment. Provisioned Service(s) is considered an operational lease . As such,
Customer may, at their option, take full ownership of all provis ioned 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 equipment is not provided in this
contract unless otherwise stated . Customer may choose to obtain a support contract from Ednetics at
additional cost.
17. Installation Services. Ednetics Voice does not include the installation of new endpoints. Customer
procured or provisione d han dset s will be full y su pported after they ha ve b.een added to Cust o mer network.
Customer m ay ch oose to se lf-insta ll han d se ts or ha ve. handsets Insta lled by Ednetics at t he rat~s identified
in the Agreement. If Customer self-installs handsets, a notice of czompletion must be sen t to Edne t ic s.
Your si g natu re bel o w in d ica te ac ce ptan ce of th e p rodu ct spe cifi c Terms an d Con diti o ns.
CUSTOMER
Initials:
Ednetics Inc. 888-809-4709 I EV-WAKITT-19022018-lA 14
EXHIBIT A I USAGE PRICING
Long distance calls to points outside of the
United States and Canada are considered
International.
Directory Assistance
Operator Assistance
Toll Free Service
Toil Free Conferencing
Ednetics Inc. 888-809-4709 I EV-WAKITT-19022018-1 A
$0.15 per minute
$0.75 per call
Operator Assistance calls are charged to your
credit card and current rates may be obtained
from the Operator before placing your call.
St .00/number/per month; and
$0.025/per minute
$1.00/number/per month; and
$0.055/per minute/per conferee
15
EXHIBIT B j 911 DISCLOSURE STATEMENT
1. Enhanced 911 Service ("E911"): When a caller from a registered location dials the digits 9-1-1 from any
telephone that is associated with a phone number and a registered address, the phone number and
address are automatically presented to the local emergency center serving the location.
2. Basic 911 Service: When a caller from a registered location dials the digits 9-1-1 us i ng any telephone, the
call is sent to the local emergency center serving that location, the telephone number and address
associated with that telephone for call back and location purposes is not transmitted. The Basic 911 Service
emergency center is not equipped to receive, capture or retain the telephone number associated with the
caller's telephone service or the registered address. Accordingly, callers must be prepared to provide both
call-back and address information. If the call is dropped or disconnected, or if the caller is unable to speak,
the emergency operator answering the call will not be able to call the caller back or dispatch help to the
caller's address if call-back and address information has not been provided by the caller.
3. 911 service will not work if you experience a power outage, service outage, or a network
disruption: To mitigate this possibility, Ednetics provides automatic fail over to analog lines; however, the
battery back-up is Customer's responsibility. In the event the battery back-up runs down or fails, Customer
should maintain an alternate means of calling emergency services at all locations, such as 911 capable
wireless handsets or wireline analog lines.
4. You may not be able to reach the correct emergency services if your telephone number does not
match your registered location information: To accurately route 911 calls to the appropriate emergency
call center, Customer must provide at least one Direct Inward Dial telephone number for each separate
address location using VoIP telephone service as the call-back telephone number. To mitigate the
possibility of not reaching the correct emergency services, Ednetics requires location information on all
telephone number additions and/or changes that Ednetics or Customer perform.
S. You may not be able to reach the correct emergency services if you move your phone to a location
different from the address initially registered or change your telephone number: Accurate location
information must be registered each time Customer changes the phone's location or telephone number. If
you do not, you may not be able to reach the correct emergency services and they may not be able to
transfer your call to the correct emergency services. To mitigate this possibility, Ednetics will require this
information on all moves, adds and/or changes Ednetics does for Customer and also of those that Customer
performs.
6. Customer responsibility: It is Customer's responsibility to keep your registered locations and telephone
numbers updated with Ednetics at all times, to make sure others know of the 911 limitations above and
what to do in an emergency. Customer is also responsible to place 911 stickers or easily seen signs on or
near your phones warning of the situations in 2 (if applicable), 3, 4, and 5 above.
7. Limitation of Liability and Disclaimers. CUSTOMER SPECIFICALLY AGREES THAT IN NO EVENT WILL
EDNETICS OR ITS DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, OR AGENTS BE LIABLE FOR ANY
INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING, DIRECTLY OR INDIRECTLY, FROM
OR IN CONNECTION WITH ANY USE OF, OR INABILITY TO USE, THE SERVICES OR WITH ANY USE OF,OR
INABILITY TO USE, EMERGENCY 911 SERVICES IN CONNECTION THEREWITH . CUSTOMER ALSO AGREES TO
RELEASE AND DISCHARGE EDNETICS, TOGETHER WITH ITS DIRECTORS, OFFICERS, EMPLOYEES,
CONTRACTORS, AND AGENTS, FROM ANY AND AGAINST ALL ACTIONS, LAWSUITS, CLAIMS, DAMAGES,
JUDGMENTS, LIABILITIES AND EXPENSES, INCLUDING WITHOUT LIMITATION REASONABLE ATTORNEYS'
FEES, THAT CUSTOMER MAY OTHERWISE HAVE IN CONNECTION WITH USE, WHETHER BY CUSTOMER OR BY
ANY OTHER PERSON OF THE SERVICES THAT ARE PROVIDED TO YOU UNDER THIS AGREEMENT
(COLLECTIVELY, "CLAIMS"). TO THE FULLEST EXTEND PERMITTED BY LAW, YOU WAIVE YOUR RIGHT (AND
COVENANT Non TO BRING SUIT FOR SAID CLAIMS AGAINST EDNETICS OR ANY OF THE OTHER PERSONS
MENTIONED ABOVE.
Acknowledged and Agreed
Name: Laura Osiadacz
Title: Board of County Commissioners Chairman
Date: October 2, 20 18
Ednetics Inc. 888-809-4709 I EV-WAKITT-19022018-1 A 16
EXHIBIT C I HANDSET AND ACCESSORY PRICING
Ednetics Voice ,,. Phone Handsets and Accessories
Cisco IP Phone 7811
Cisco IP Phone 8811
Cisco IP Phone 7821
Cisco IP Phone 7841
Cisco IP Phone 8845
Cisco IP Phone 8851
Cisco IP Phone 8841
Cisco IP Phone 8861
Cisco IP Phone 8865
Cisco DX650
Cisco Unified SIP Phone 3905
Cisco Unified IP Conference Phone 8831
Cisco 8831 Wireless Microphone kit
Cisco IP Phone 8800 Key Expansion Module
Cisco Unified IP Endpoint Power Cube
PURCHASE PRICE
$97.50
$222.50
$127.50
$182.50
$287.50
$307.50
$257.50
$347.50
$397.50
$847.50
$49.50
$747.50
$325.00
$245.00
$37 .50
MONTHLY PRICE *
$1.63
$3.71
$2.13
$3.04
$4.79
$5.13
$4.29
$5.79
$6.63
$14 .13
$0.83
$12.46
$5.42
$4.08
$0.63
*Monthly rates on devices added mid contract 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 prices.
Ednetics Inc. 888-809-4709 I EV-WAKITT-19022018-lA 17