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MASTER SERVICES AGREEMENT
This Master Services Agreement(this"Agreement")is between Strategic Technology Solutions,LLC with offices at 141 Nelsons
Landing Port Townsend,Washington 98368 and 112 West 8th Street,Suite B,Port Angeles, Washington 98362("us","our","we"
or"STS"), and you,the entity who electronically signs this document in the signature block,below("you", "your"or"Client").
This Agreement will be effective as of the latest date of the signatures of the parties below("Effective Date").
1) SCOPE OF SERVICES; SOW. This Agreement governs all services that we perform for you(collectively, the "Services").
The Services will be described in one or more statements of work that we provide to you(each,a"SOW"), and once you and
we mutually agree to a SOW(either by signing it or by electronic acceptance),the SOW will become a part of, and governed
under, the terms of this Agreement. If there is a material difference between the language in a SOW and the language in this
Agreement, then the language of the SOW will control, except in situations involving warranties, limitations of liability or
termination of this Agreement. Under those limited circumstances, the terms of this Agreement will control unless the SOW
expressly states that it is overriding the conflicting provisions of this Agreement.
2) GENERAL REQUIREMENTS.
a) System Configuration. For the purposes of this Agreement, "System" means, collectively, any computer network,
computer system,peripheral or device installed,maintained,monitored or operated by STS pursuant to this Agreement. Our
fees are based upon the configuration of your System as of the effective date of the applicable SOW. If the System
configuration changes for any reason, then we may adjust the scope of services and/or the fees charged to you under the
applicable SOW to accommodate those changes.
b) Requirements. At all times, all software on the System must be genuine and licensed, and you agree to provide us with
proof of such licensing upon our request. If we require you to implement certain minimum hardware or software requirements
in a SOW("Minimum Requirements"),you agree to do so as an ongoing requirement of STS providing its Services to you.
c) Maintenance; Updates. If patches and other software-related maintenance updates ("Updates") are to be provided by
STS under a SOW,STS will install the Updates only if STS has determined,in its reasonable discretion,that the Updates will
be compatible with the particular configuration of the System and materially beneficial to the features or functionality of the
applicable software or hardware. STS will not be responsible for any downtime or losses arising from or related to the
installation or use of any Update,provided that the Update was installed in accordance with the manufacturer's or applicable
vendor's instructions.
d) Third Party Support. If, in STS's discretion, a hardware or software issue requires vendor or OEM support, STS may
contact the vendor or OEM(as applicable)on your behalf and pass through to you,without markup,all fees and costs incurred
in that process. If such fees or costs are anticipated in advance or exceed $75, STS will obtain your permission before
incurring such expenses on your behalf unless exigent circumstances require otherwise.
e) Advice; Instructions. From time to time, we may provide you with specific advice and directions related to our provision
of the Services or the maintenance or administration of the System. (For illustrative purposes, such advice or directions may
include installing cooling mechanisms or environmental controls in a server room, increasing the System's server or hard drive
capacity, replacing obsolete equipment, etc.). You agree to promptly follow and implement any directions we provide to you
related to the Services which, depending on the situation, may require you to make additional purchases or investments in the
System or the environment in which the System is maintained, at your sole cost. STS will not be responsible for any System
downtime caused by your failure to promptly follow STS's advice or directions. If your failure to follow or implement STS's
advice renders part or all of the Services economically or technically unreasonable in STS's discretion,then STS may terminate
the applicable SOW for cause by providing notice of termination to you. Any services required to correct or remediate issues
caused by your failure to follow STS's advice or directions, as well as any services required to bring the System up to the
Minimum Requirements,will be billed to you at STS's then-current hourly rates.
f) Prioritization. Unless otherwise stated in a SOW,all Services will be performed on a schedule,and in a prioritized manner,
as determined by STS.
g) Authorized Contact(s). You understand and agree that STS will be entitled to rely on any directions or consent provided by
your personnel or representatives who are authorized in a SOW to provide such directions or consent("Authorized Contacts").
If no Authorized Contact is identified in an applicable SOW,then your Authorized Contact will be the person(s)(i)who signed
this Agreement,and/or(ii)who signed the applicable SOW. If you desire to change your Authorized Contact(s),please notify
STS of such changes in writing which, unless exigent circumstances are stated in the notice, will take effect three(3) business
days thereafter.
3) FEES; PAYMENT. You agree to pay the fees described in each SOW. If the SOW does not include a fee schedule, then
you agree to pay STS on an hourly basis pursuant to STS's standard hourly rate schedule,which will be provided to you prior
to the commencement of Services.
a) Schedule. Unless otherwise stated in a SOW, all undisputed fees will be due and payable in advance of the calendar
month in which the Services are to be provided to you. If applicable, payments made by ACH will be deducted from your
designated bank account on the first business day of the month in which the Services are to be provided. For prepaid fees or
fees paid pursuant to a service plan, payment must be made in advance of work performed, unless other arrangements are
expressly stated in the SOW.
b) Nonpayment. Fees that remain unpaid for more than thirty (30) days after the date on the invoice will be subject to
interest on the unpaid amount(s)until and including the date payment is received, at the lower of either 1.0%per month or
the maximum allowable rate of interest permitted by applicable law. STS reserves the right,but not the obligation,to suspend
part or all of the Services without prior notice to you in the event that any portion of undisputed fees are not timely received
by STS. Notice of disputes related to fees must be received by us within sixty (60) days after the applicable Service is
rendered or the date on which you pay an invoice, whichever is later; otherwise, you waive your right to dispute the fee
thereafter. A re-connect fee may be charged to you if STS suspends the Services due to your nonpayment. Time is of the
essence in the performance of all payment obligations by you.
4) ACCESS. You hereby grant to STS the right to monitor, diagnose, manipulate, communicate with, retrieve information
from, and otherwise access the System for the purpose of enabling STS to provide the Services. It is your responsibility to
secure,at your own cost and prior to the commencement of any Services,any necessary rights of entry, licenses, permits or
other permissions necessary for STS to provide Services to the System and,if applicable,at your designated premises. Proper
and safe environmental conditions must be provided and assured by you at all times. STS shall not be required to engage in
any activity or provide any Services under conditions that pose or may pose a safety or health concern to any personnel, or
that would require extraordinary or non-industry standard efforts to achieve.
5) LIMITED WARRANTIES;LIMITATIONS OF LIABILITY.
a) Hardware/Software Purchased Through STS. Unless otherwise stated in a SOW, all hardware, software, peripherals or
accessories purchased through STS ("Third Party Products")are nonrefundable once the applicable purchase order is placed in
STS's queue for delivery. We will use reasonable efforts to assign,transfer and facilitate all warranties(if any)and service level
commitments(if any) for the Third Party Products to you,but will have no liability whatsoever for the quality, functionality or
operability of any Third Party Products,and we will not be held liable as an insurer or guarantor of the performance,uptime or
usefulness of any Third Party Products.Unless otherwise expressly stated in a SOW, all Third Party Products are provided"as
is"and without any warranty whatsoever as between STS and you(including but not limited to implied warranties).
b) Warranty Application. Notwithstanding any provision to the contrary in this Agreement, any warranty provided by STS
shall be deemed null and void if the applicable hardware or product is (i)altered, modified or repaired by persons other than
STS, including,without limitation,the installation of any attachments,features,or devices not supplied or approved by STS;
(ii) misused,abused, or not operated in accordance with the specifications of STS or the applicable manufacturer or creator of
the hardware or product, or, (iii) subjected to improper site preparation or maintenance by persons other than STS or persons
approved or designated by STS.
c) Liability Limitations. This paragraph limits the liabilities arising under this Agreement or any SOW, and is a bargained-
for and material part of this Agreement. Except as covered by insurance required by this Agreement,in no event shall either
party be liable for any indirect,special,exemplary,consequential or punitive damages,or for lost revenue,loss of profits(except
for fees due and owing to STS),savings,or other indirect or contingent event-based economic loss arising out of or in connection
with this Agreement,any SOW,or the Services,or for any loss or interruption of data,technology or services,or for any breach
hereof or for any damages caused by any delay in furnishing Services under this Agreement or any SOW, even if a party has
been advised of the possibility of such damages. Except for your payment obligations and your indemnification obligations
described in this Agreement, a responsible party's ("Responsible Party's") aggregate liability to the other party ("Aggrieved
Party")for damages from any and all claims or causes whatsoever, and regardless of the form of any such action(s),that arise
from or relate to this Agreement (collectively, "Claims"), whether in contract, tort, indemnification, or negligence, shall be
limited solely to the amount of the Aggrieved Party's actual and direct damages,not to exceed the amount of fees paid by you
to STS for the specific Service upon which the applicable claim(s) is/are based during the six (6) month period immediately
prior to the date on which the cause of action accrued.The foregoing limitation shall not apply to the extent that the Claims are
caused by a Responsible Party's willful or intentional misconduct,or gross negligence. Similarly,a Responsible Party's liability
obligation shall be reduced to the extent that a Claim is caused by, or the result of,the Aggrieved Party's willful or intentional
misconduct,or gross negligence.
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6) INDEMNIFICATION. Both parties agree to indemnify, defend and hold each other harmless from and against any and all
losses,damages,costs,expenses or liabilities,including reasonable attorneys' fees,(collectively,"Damages")that arise from,
or are related to,breach of this Agreement,or which relate to any act or omission undertaken or caused by either party. The
foregoing indemnification obligation includes Damages arising out of any alleged infringement of copyrights, patent rights
and/or the unauthorized or unlicensed use of any material,property or other work in connection with the performance of the
Services. Both parties will have the right, but not the obligation,to control the intake, defense and disposition of any claim
or cause of action for which indemnity may be sought under this section.No claim for which indemnity is sought by either
party will be settled without the other parties prior written consent,which shall not be unreasonably delayed or withheld.
7) TERM; TERMINATION. This Agreement will begin as of the latest date of the signatures of the parties below, and will
continue until terminated as described in this Section.Additionally, each SOW will have its own term, and will be terminated
only as provided herein, unless otherwise expressly stated in the applicable SOW. The termination of one SOW shall not, by
itself,cause the termination of(or otherwise impact)the status or progress of any other SOW between the parties.
a) Termination Without Cause. Unless otherwise agreed by the parties in writing, no party will terminate a SOW without
cause prior to the SOW's natural expiration date. Notwithstanding the foregoing,if STS decides to cease providing an applicable
service to all of its customers generally,then STS may terminate an applicable SOW without cause by providing no less than
one hundred and twenty (120) days prior written notice to you. If you terminate a SOW without cause and without STS's
consent, then you will be responsible for paying the early termination fee described in the applicable SOW. If no early
termination fee is listed, then prior to the effective date of termination of the SOW or this Agreement(as applicable) without
cause,you agree to pay STS an amount equal to(i)all expenses incurred by STS in its preparation and provision of the Services
to you,e.g., licensing fees incurred by STS, non-mitigatable hard costs, etc. ("Hard Costs"), as well as (ii)fifty percent(50%)
of all fees that would have been paid to STS had the term not been terminated prematurely. If no SOW is in progress,then either
party may terminate this Agreement without cause by providing the other party with five(5)days prior written notice.
b) Termination For Cause. In the event that one party(a"Defaulting Party")commits a material breach under a SOW or under
this Agreement,the non-Defaulting Party will have the right,but not the obligation,to terminate immediately this Agreement or
the relevant SOW(a"For Cause"termination)provided that(i)the non-Defaulting Party has notified the Defaulting Party of the
specific details of the breach in writing,and(ii)the Defaulting Party has not cured the default within twenty(20)days(ten(10)
days for non-payment by Client)following receipt of written notice of breach from the non-Defaulting Party. If STS terminates
this Agreement or any SOW For Cause,then STS shall be entitled to receive,and you hereby agree to pay to STS,(i)all amounts
that would have been paid to STS had this Agreement or SOW(as applicable)remained in effect,and(ii)all Hard Costs.If you
terminate this Agreement or a SOW for cause,then you will be responsible for paying only for those services that were properly
delivered and accepted by you up to the effective date oftermination.
c) Client Activity As A Basis for Termination. In the event that (i) any Client-supplied equipment, hardware or software, or
any action undertaken by you, causes the System or any part of the System to malfunction consequently requiring remediation
by STS on three(3)occasions or more("System Malfunction"),and if under those circumstances,you fail to remedy,repair or
replace the System Malfunction as directed by STS (or you fail to cease the activity causing the System Malfunction, as
applicable),or(ii)you or any of your staff,personnel,contractors,or representatives engage in any unacceptable act or behavior
that renders it impracticable,imprudent,or unreasonable to provide the Services to you,then STS will have the right,upon ten
(10)days prior written notice to you,to terminate this Agreement or the applicable SOW For Cause or,at STS's discretion and
if applicable, amend the applicable SOW to eliminate from coverage any System Malfunction or any equipment or software
causing the System Malfunction.
d) Consent. You and we may mutually consent,in writing,to terminate a SOW or this Agreement at any time.
e) Equipment/Software Removal. Upon termination of this Agreement or applicable SOW for any reason,you will provide
STS with access, during normal business hours, to your premises or any other locations at which STS-owned equipment or
software(collectively,"STS Equipment")is located to enable STS to remove all STS Equipment from the premises.If you fail
or refuse to grant STS access as described herein,or if any of the STS Equipment is missing,broken or damaged(normal wear
and tear excepted)or any of STS-supplied software is missing,STS will have the right to invoice you for,and you hereby agree
to pay immediately,the full replacement value of any and all missing or damaged items.
f) Transition; Deletion of Data. In the event that you request STS's assistance to transition away from STS's services, STS
will provide such assistance if(i)all fees due and owing to STS are paid to STS in full prior to STS providing its assistance to
you, and(ii)you agree to pay STS its then-current hourly rate for such assistance, with up-front amounts to be paid to STS as
may be required by STS. For the purposes of clarity, it is understood and agreed that the retrieval and provision of passwords,
log files, administrative server information, or conversion of data are transition services, and are subject to the preceding
requirements. Unless otherwise expressly stated in a SOW, STS will have no obligation to store or maintain any Client
data in STS's possession or control beyond fifteen (15)calendar days following the termination of this Agreement. STS
will be held harmless for, and indemnified by you against, any and all claims, costs, fees, or expenses incurred by either party
that arise from,or are related to, STS's deletion of your data beyond the time frames described in this Section 7(f).
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8) RESPONSE; REPORTING.
a) Response. STS warrants and represents that STS will provide the Services,and respond to any notification received by STS
of any error, outage, alarm or alert pertaining to the System, in the manner and within the time period(s) designated in an
applicable SOW ("Response Time"), except for (i) those periods of time covered under the Onboarding Exception (defined
below),or(ii)periods of delay caused by Client-Side Downtime(defined below),Vendor-Side Downtime(defined below) or
(iii) periods in which STS is required to suspend the Services to protect the security or integrity of your System or STS's
equipment or network,or(iv)delays caused by a force majeure event.
i) Scheduled Downtime. For the purposes of this Agreement,Scheduled Downtime will mean those hours, as determined
by STS but which will not occur between the hours of 9 AM and 5:30 PM PST(or PDT,as applicable),Monday through
Friday without your authorization or unless exigent circumstances exist, during which time STS will perform scheduled
maintenance or adjustments to its network. STS will use its best efforts to provide you with at least twenty-four(24)hours
of notice prior to scheduling Scheduled Downtime.
ii) Client-Side Downtime. STS will not be responsible under any circumstances for any delays or deficiencies in the
provision of,or access to,the Services to the extent that such delays or deficiencies are caused by your actions or omissions
("Client-Side Downtime").
iii) Vendor-Side Downtime. STS will not be responsible under any circumstances for any delays or deficiencies in the
provision of, or access to, the Services to the extent that such delays or deficiencies are caused by third party service
providers,third party licensors,or"upstream"service or product vendors.
iv) Remedies; Limitations. Except for the Onboarding Exception, if STS fails to meet its service level commitment in a
given calendar month and if,under such circumstances, STS's failure is not due to your activities,omissions,or inactivity,
then upon receiving your written request for credit, STS will issue you a pro-rated credit in an amount equal to the period
of time of the outage and/or service failure.All requests for credit must be made by you no later than forty-five(45)days
after you either(i) report the outage or service failure to STS, or (ii) if applicable, receive a monthly report showing the
outage and/or failure.The remedies contained in this paragraph and in Section 7(b)are in lieu of(and are to the exclusion
of) any and all other remedies that might otherwise be available to you for STS's failure to meet any service level
commitment during the term of this Agreement.
b) Onboarding Exception. You acknowledge and agree that for the first thirty(30)days following the commencement date of
a SOW,the Response Time commitments described in this Agreement will not apply to STS,it being understood that there may
be unanticipated downtime or delays due to STS's initial startup activities with you(the"Onboarding Exception").
9) CONFIDENTIALITY.
a) Defined. For the purposes of this Agreement,Confidential Information means any and all non-public information provided
to STS by you, including but not limited to your customer data, customer lists, internal documents, and related information.
Confidential Information will not include information that: (i) has become part of the public domain through no act or
omission of STS, (ii) was developed independently by STS, or(iii) is or was lawfully and independently provided to STS
prior to disclosure by you, from a third party who is not and was not subject to an obligation of confidentiality or otherwise
prohibited from transmitting such information.
b) Use. STS will keep your Confidential Information confidential,and will not use or disclose such information to any third
party for any purpose except(i)as expressly authorized by you in writing,or(ii)as needed to fulfill STS's obligations under this
Agreement. If STS is required to disclose the Confidential Information to any third party as described in part(ii)of the preceding
sentence,then STS will ensure that such third party is required,by written agreement,to keep the information confidential under
terms that are at least as restrictive as those stated in this Section 9.
c) Due Care. STS will exercise the same degree of care with respect to the Confidential Information it receives from you as
STS normally takes to safeguard and preserve its own confidential and proprietary information,which in all cases will be at least
a commercially reasonable level of care.
d) Compelled Disclosure. If STS is legally compelled (whether by deposition, interrogatory, request for documents,
subpoena, civil investigation, demand or similar process) to disclose any of the Confidential Information, STS will
immediately notify you in writing of such requirement so that you may seek a protective order or other appropriate remedy
and/or waive STS's compliance with the provisions of this Section 9. STS will use its best efforts,at your expense,to obtain
or assist you in obtaining any such protective order. Failing the entry of a protective order or the receipt of a waiver hereunder,
STS may disclose, without liability hereunder,that portion(and only that portion)of the Confidential Information that STS
has been advised by written opinion of counsel reasonably acceptable to STS that it is legally compelled to disclose.
e) You shall not disclose to others information designated by STS as confidential business records unless you,on advice of
legal counsel,reasonably determines that the information concerned or any portion thereof is subject to disclosure under
Chapter 42.56 RCW or any other applicable Law.STS recognizes and agrees that even if you determine that the information
is properly withheld from public disclosure, you may disclose that information absent a court may order enjoining the
disclosure of that information; in such an event of disclosure, you shall have no liability to STS for any loss resulting
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therefrom. Notwithstanding the foregoing,you may disclose all information to employees,consultants,attorneys or other
agents of you examining those documents for purposes of this Agreement. If required by law or a court order to disclose
documents designated as confidential business records,you shall,to the extent possible,notify STS before that disclosure
occurs
10) ADDITIONAL TERMS;THIRD PARTY SERVICES.
a) EULAs. Portions of the Services may require you to accept the terms of one or more third party end user license agreements
("EULAs"). EULAs may contain service levels,warranties and/or liability limitations that are different than those contained in
this Agreement. You agree to be bound by the terms of such EULAs,and will look only to the applicable third party provider
for the enforcement of the terms of such EULAs. If,while providing the Services, STS is required to comply with a third-party
EULA and the third party EULA is modified or amended,STS reserves the right to modify or amend any applicable SOW with
you to ensure STS's continued compliance with the terms of the third party EULA.
b) Third Party Services.Portions of the Services may be acquired from,or rely upon the services of,third party manufacturers
or providers, such as data hosting services, domain registration services, and data backup/recovery services ("Third Party
Service"). Not all Third Party Services may be expressly identified as such in a SOW,and at all times STS reserves the right to
utilize the services of any third party provider,or change third party providers in its sole discretion as long as the change does
not materially diminish the Services to be provided to you under a SOW. STS will not be responsible,and will be held harmless
by you,for the failure of any third-party provider or manufacturer to provide Third Party Services to STS or to you.
c) Data Loss.Under no circumstances will STS be responsible for any data lost, corrupted or rendered unreadable due to (i)
communication and/or transmissions errors or related failures, (ii) equipment failures (including but not limited to silent
hardware corruption-related issues), or (iii) STS's failure to backup or secure data from portions of the System that were not
expressly designated in the applicable SOW as requiring backup or recovery services. Unless expressly stated in a SOW, STS
does not warrant or guarantee that any maintained storage device or functionality, data backup device or functionality, or load
balancing functionality will operate in an error-free manner.
d) BYOD. You hereby represent and warrant that STS is authorized to provide the Services to all devices,peripherals and/or
computer processing units, including mobile devices (such as notebook computers, smart phones and tablet computers)that(i)
are connected to the System,and(ii)have been designated by you to receive the Services,regardless of whether such device(s)
are owned, leased or otherwise controlled by you. Unless otherwise stated in a SOW, devices will not receive or benefit from
the Services while the devices are detached from or unconnected to the System.
11) OWNERSHIP. Each party is, and will remain, the owner and/or licensor of all works of authorship, patents, trademarks,
copyrights and other intellectual property owned or licensed by such party ("Intellectual Property"), and nothing in this
Agreement or any SOW shall be deemed to convey or grant any ownership rights or goodwill in one party's Intellectual Property
to the other party.
12) ARBITRATION. If the parties are unable to resolve a dispute informally, the dispute will be settled by final and binding
arbitration. The arbitration will be initiated and conducted according to the JAMS Comprehensive Arbitration Rules and
Procedures (except as modified herein) including the Optional Expedited Arbitration Procedures and Optional Appeal
Procedure, in effect at the time the request for arbitration is made (the "Rules"). In the event of any inconsistency between
the Rules and the procedures set forth below,the procedures set forth below will control. The arbitrator,and not any federal,
state,or local court or agency,will have exclusive authority to resolve any dispute relating to the interpretation,enforceability
or formation of this Agreement including,but not limited to any claim that all or any part of the Agreement is void or voidable.
The arbitration shall be heard by a single arbitrator, to be selected by the parties and experienced in contract, intellectual
property and information technology transactions. If the parties cannot agree on an arbitrator within fifteen(15)days after a
demand for arbitration is filed, JAMS shall select the arbitrator. The arbitration shall take place in the venue described in
Section 13,below. The arbitrator shall determine the scope of discovery in the matter,however, it is the intent of the parties
that any discovery proceedings be limited to the specific issues in the applicable matter, and that discovery be tailored to
fulfill that intent. The cost of the arbitration shall be split evenly between the parties; however, the party prevailing in the
arbitration shall be entitled to an award of its reasonable attorneys' fees and costs.
13) MISCELLANEOUS.
a) Disclosure. You warrant and represent that you know of no law or regulation governing your business that would impede
or restrict our provision of the Services, or that would require us to register with, or report our provision of the Services(or
the results thereof), to any government or regulatory authority. Similarly, you represent that your business is not subject to
the provisions of the Federal Acquisition Regulation(FAR),or any similar regulatory acquisition process or procedure. You
agree to promptly notify us if you become subject to any of the foregoing which,in our discretion,may require a modification
to the scope or pricing of the Services.
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b) Assignment. Neither this Agreement nor any SOW may be assigned or transferred by a party without the prior written
consent of the other party. This Agreement will be binding upon and inure to the benefit of the parties hereto, their legal
representatives, and permitted successors and assigns. Notwithstanding the foregoing, STS may assign its rights and
obligations hereunder to a successor in ownership in connection with any merger, consolidation, or sale of substantially all
of the assets of the business of STS, or any other transaction in which ownership of more than fifty percent(50%)of STS's
voting securities are transferred;provided,however,that such assignee expressly assumes STS's obligations hereunder.
c) Amendment. Unless otherwise expressly permitted under this Agreement,no amendment or modification of this Agreement
or any SOW will be valid or binding upon the parties unless such amendment or modification is originated in writing by STS,
specifically refers to this Agreement,and is accepted in writing by one of your Authorized Contacts.
d) Time Limitations. The parties mutually agree that, unless otherwise prohibited by law, any action for any matter arising
out of this Agreement or any SOW(except for issues of nonpayment by Client)must be commenced within six(6) months
after the cause of action accrues or the action is forever barred.
e) Severability. If any provision hereof or any SOW is declared invalid by a court of competent jurisdiction,such provision
will be ineffective only to the extent of such invalidity, illegibility or unenforceability so that the remainder of that provision
and all remaining provisions of this Agreement or any SOW will be valid and enforceable to the fullest extent permitted by
applicable law.
f) Other Terms. STS will not be bound by any terms or conditions printed on any purchase order, invoice, memorandum,
or other written communication supplied by you unless such terms or conditions are incorporated into a duly executed SOW,
or unless STS has expressly acknowledged the other terms and, thereafter, expressly and specifically accepted such other
terms in writing.
g) No Waiver. The failure of either party to enforce or insist upon compliance with any of the terms and conditions of this
Agreement,the temporary or recurring waiver of any term or condition of this Agreement, or the granting of an extension of
the time for performance,will not constitute an Agreement to waive such terms with respect to any other occurrences.
h) Merger. This Agreement, together with any and all SOWs, sets forth the entire understanding of the parties and
supersedes any and all prior agreements, arrangements or understandings related to the Services, and no representation,
promise, inducement or statement of intention has been made by either party which is not embodied herein. Any document
that is not expressly and specifically incorporated into this Agreement or SOW will act only to provide illustrations or
descriptions of Services to be provided, and will not act to modify this Agreement or provide binding contractual language
between the parties. STS will not be bound by any agents' or employees' representations, promises or inducements not
explicitly set forth herein.
i) Force Majeure. STS will not be liable to you for delays or failures to perform STS's obligations under this Agreement
or any SOW because of circumstances beyond STS's reasonable control. Such circumstances include,but will not be limited
to,any intentional or negligent act committed by you,or any acts or omissions of any governmental authority,natural disaster,
act of a public enemy,acts of terrorism,riot,sabotage,disputes or differences with workmen,power failure,communications
delays/outages, delays in transportation or deliveries of supplies or materials, cyberwarfare, cyberterrorism, or hacking,
malware or virus-related incidents that circumvent then-current anti-virus or anti-malware software,and acts ofGod.
j) Non-Solicitation. You acknowledge and agree that during the term of this Agreement and for a period of one (1) year
following the termination of this Agreement, you will not, individually or in conjunction with others, directly or indirectly
solicit, induce or influence any of STS's employees or subcontractors to discontinue or reduce the scope of their business
relationship with STS,or recruit,solicit or otherwise influence any employee or agent of STS to discontinue such employment
or agency relationship with STS.In the event that you violate the terms of the restrictive covenants in this Section 13(j),you
acknowledge and agree that the damages to STS would be difficult or impracticable to determine,and you agree that in such
event,as STS's sole and exclusive remedy therefore,you will pay STS as liquidated damages and not as a penalty an amount
equal to fifty percent (50%) percent of that employee or subcontractor's first year of base salary with you (including any
signing bonus). In addition to and without limitation of the foregoing, any solicitation or attempted solicitation for
employment directed to any of STS's employees by you will be deemed to be a material breach of this Agreement, in which
event STS shall have the right,but not the obligation,to terminate this Agreement or any then-current SOW immediately For
Cause.
k) Survival. The provisions contained in this Agreement that by their context are intended to survive termination or
expiration of this Agreement will survive.
1) Insurance. See SOW
m) Governing Law; Venue. This Agreement and any SOW will be governed by,and construed according to,the laws of the
state of Washington. You hereby irrevocably consent to the exclusive jurisdiction and venue of the state courts in Jefferson
County, Washington, for any and all claims and causes of action arising from or related to this Agreement. YOU AND WE
AGREE THAT EACH OF US WAIVES ANY RIGHT TO A TRIAL BY JURY FOR ANY AND ALL CLAIMS AND
CAUSES OF ACTION ARISING FROM OR RELATED TO THIS AGREEMENT.
n) No Third Party Beneficiaries. The Parties have entered into this Agreement solely for their own benefit. They intend no
third party to be able to rely upon or enforce this Agreement or any part of this Agreement.
Page 6 of 7
o) Usage in Trade. It is understood and agreed that no usage of trade or other regular practice or method of dealing between
the Parties to this Agreement will be used to modify,interpret,supplement,or alter in any manner the terms of this Agreement.
p) Business Day. If any time period set forth in this Agreement expires on a day other than a business day in Jefferson
County, Washington, such period will be extended to and through the next succeeding business day in Jefferson County,
Washington.
q) Notices; Writing Requirement. Where notice is required to be provided to a party under this Agreement,such notice may
be sent by U.S.mail,overnight courier,fax or email as follows:notice will be deemed delivered three(3)business days after
being deposited in the United States Mail, first class mail, certified or return receipt requested, postage prepaid, or one (1)
day following delivery when sent by FedEx or other overnight courier,or one(1)day after notice is delivered by fax or email.
Notice sent by email will be sufficient only if(i)the sender emails the notice to the last known email address of the recipient,
and(ii)the sender includes itself in the"cc"portion of the email and preserves the email until such time that it is acknowledged
by the recipient. Notwithstanding the foregoing, any notice from you to STS regarding (a) any alleged breach of this
Agreement by STS, or(b)any request for indemnification, or(c)any notice of termination of this Agreement or any SOW,
must be delivered to STS either by U.S. mail or fax, unless such requirement is expressly and specifically waived by STS.
All electronic documents and communications between the parties will satisfy any "writing" requirement under this
Agreement.
r) Independent Contractor. Each party is an independent contractor of the other, and neither is an employee, partner or
joint venture of the other.
s) Subcontractors. Generally, STS does not utilize subcontractors; however, should STS elect to subcontract a portion of
the Services, STS shall guarantee all work performed by any STS-designated subcontractor as if STS performed the
subcontracted work itself.
t) Data Access/Storage. Depending on the Service provided,a portion of your data may occasionally be accessed or stored
on secure servers located outside of the United States. You agree to notify us in the event that your company requires us to
modify our standard access or storage procedures.
u) Attorneys'Fees. If either party is required to bring an action to enforce the terms of this Agreement, the prevailing
party shall be entitled to an award of the reasonable attorneys' fees and costs that it incurred at all stages of the action,
including without limitation, at trial and appeal.
v) Counterparts. The parties intend to sign and deliver this Agreement and any SOW in any number of counterparts, and
each of which will be deemed an original and all of which,when taken together, will be deemed to be one agreement. Each
party may sign and deliver this Agreement (or any SOW) electronically (e.g., by digital signature and/or electronic
reproduction of a handwritten signature), and the receiving party will be entitled to rely upon the apparent integrity and
authenticity of the other party's signature for all purposes.
AGREED AND ACCEPTED:
Date: February 15 2019 Date: 3// / /(
STRATEGIC TECHNOLOGY Solutions, LLC Jefferson County Washington
By:
By: Cd
/4-145-c------
Print Name/Position Print Name/Position
Christopher G Hanson Partner C/l(M r 60 0 C kiA,- if be�h
Contact Information:
Pik.ed)C / 220
126Y+ 7owh 'd 1441A 9 6f 6'e?'
360- 3a- y o
I:oved ftp o�tn:
f� Date: tin� /9
Philip C. Hunsucker, Chief Civil Deputy Prosec g ttorney
Page 7 of 7 Jefferson County Prosecuting Attorney's Office ttorney
STATEMENT OF WORK
This Statement of Work ("SOW") is governed under the Master Service Agreement (the
"Agreement") between Strategic Technology Solutions, LLC ("STS"), and the client whose
name and authorized signatory appear in the signature block of this SOW ("Client"), below.
Capitalized terms in this SOW will have the same meaning as those in the Agreement, unless
otherwise indicated below.
Scope of Services
The following services (collectively, "Services") will be provided to Client:
Business Communications as described in the attached Quote and Order form.
Locations Covered by Services
The Services will be provided in Jefferson County, Washington.
Term: Termination
Term and termination are listed in Schedule A to this SOW.
Exclusions
The following services are expressly excluded under this SOW, and if required to be performed,
will be billed to Client at STS's normal hourly rates:
➢ Customization of third party applications, or programming of any kind.
• Support for operating systems, applications, or hardware no longer supported
by the manufacturer.
➢ Data/voice wiring or cabling services of any kind.
• Battery backup replacement.
> Equipment relocation.
> The cost to bring the System up to the Minimum Requirements(unless
otherwise noted in"Scope of Services"above).
> The cost of repairs to hardware or any supported equipment or software, or the
costs to acquire parts or equipment, or shipping charges of any kind.
1
Authorized Contact(s)
In addition to the signatories to this SOW, the following person(s) shall be an Authorized
Contact for Client:
Dave Olsen: dolsen@co jefferson.wa.us, 360-385-9209
Sara McIntyre: smcintyre@co jefferson.wa.us, 360-385-9370
Todd Oberlander: toberlander@co.jefferson.wa.us, 360-385-9355
Service Levels
The Services will be provided on a 24x7x365 basis. STS will respond to problems, errors or
interruptions in the provision of the Services in the timeframe(s) described below. Severity levels
will be determined by STS in its reasonable discretion.
Trouble Severity Managed Service A La Carte I Services
Plan* not Covered by a Plan
Critical problem:Service not Remediation efforts will Best efforts.
available(all users and functions begin within two(2)
unavailable) hours after notification.
Significant degradation of service Remediation efforts will Best efforts.
(large number of users or business begin within four(4)
critical functions affected) business hours after
notification.
Limited degradation of service Remediation efforts will Best efforts.
(limited number of users or begin within eight(8)
functions affected, business process business hours after
can continue). notification.
Small service degradation(business Remediation efforts will Best efforts.
process can continue,one user begin within two(2)
affected). business days after
notification.
* All timeframes are calculated as of the time that STS is notified of the applicable issue /
problem by Client through STS's designated support portal, help desk, or by telephone at 360
452 6305. Notifications received in any manner other than described herein may result in a delay
in the provision of remediation efforts. Help desk support provided outside of STS's normal
support hours will be billed to Client at the hourly rate of$150/hour(2 hour minimum applies).
2
LIU
Provider will send a statement of account charges each month; Customer agrees to pay the
statement balance in full within thirty (30) days of receipt.
Billing: $14.95 monthly for each installed phone or ATA on your account. This includes
unlimited inbound calling and unlimited outbound calling.
DIDs will be billed monthly at a rate of $0.25 each.
Toll-Free numbers will be billed monthly at a rate of$1.75 each. In addition, a$0.019 charge
will be assessed for each inbound toll-free minute used(six-second increments, with a
minimum of one minute per call)
International and Extended per-minute prices as specified at http://getjive.com/products/pricing/
(six second increments).
A one-time"number port" charge of$1.00 will be assessed for all ported DIDs or toll-free
numbers.
Provider will bill for any additional fees and/or taxes required by applicable Local, State or
Federal law, in accordance with sections 3.1 and 3.4 or this agreement.
Additional Terms
Additional terms, if any, are attached as Schedule A to this SOW.
STRATEGIC TECHNOLOGY
SOLUTIONS, LLC Jefferson County Washington
Date: Date:
February 15 2019 3
111
Signature:
Signature:
Print Name/Position: Print Name/Position:
Christopher G Hanson Partner (�A`�� fin/ C h��r D C�
A oved o form:
V r �7t -- Date: 2AV/ 9
Philip C. Hunsucker,Chief Civil Deputy Prosecu ing Attorney
Jefferson County Prosecuting Attorney's Office
3
SCHEDULE A
Additional Terms and
Provisions
1. EMERGENCY SERVICES - 911 DIALING
1.1 911 Dialing. 911 Dialing under this Service is different than traditional 911 service offered
by traditional telecommunications carriers. Most of our customers have access to either basic 911
or Enhanced 911 (E911) service. With E911 service,when you dial 911,your telephone number
and registered address are simultaneously sent to the local emergency center assigned to your
location, and emergency operators have access to the information they need to send help and call
you_back ifnecessary.-Customers in_locationswhere the emergency center_is notequippedto
receive your telephone number and address have basic 911. With basic 911, the local emergency
operator answering the call will not have your call back number or your exact location, so you
must be prepared to give them this information. Until you give the operator your phone number,
he/she may not be able to call you back or dispatch help if the call is not completed or is not
forwarded, is dropped or disconnected, or if you are unable to speak. As additional local
emergency centers become capable of receiving our customers' information, customers with
basic 911 will be upgraded to E911 service. You will not receive notice of the upgrade.
You authorize disclosure of your name and address to third-parties involved with providing
911 Dialing to you, including, without limitation,call routers, call centers and local
emergency centers.
1.2 Notify All Users. You should inform any household residents, guests and other third
persons who may be present at the physical location where you utilize the Service of the
important differences in and limitations of Provider 911 Dialing as compared with basic 911
or E911.
1.3 Registration of Physical Location Required. For each phone number that you use for the
Service, you must register the physical location where you will be using the Service with that
phone number. When you move the Device to another location, you must register your new
location. If you do not register your new location, any call you make using the 911 Dialing
feature may be sent to an emergency center near your old address. You will register your initial
location of use when you subscribe to the Service. Thereafter, you may register a new location
by following the instructions from the "911" registration link on your web account dashboard
features page, or until such feature is available, sending an email to support@getjive.com. For
purposes of the 911 Dialing feature, you may only register one location at a time for each phone
line you use with the Service. Regardless of what address you register, emergency calls you
make from these devices will be routed to the national emergency response center.
4
1.4 Confirmation of Activation Required. Your 911 Dialing feature will not be activated for any
phone line that you are using with the Service, unless and until you receive an email confirming
that the 911 Dialing feature has been activated for that phone line.
1.5 Service Outages.
(a) Service Outages Due to Power Failure or Disruption. 911 Dialing does not function in the
event of a power failure or disruption. If there is an interruption in the power supply,the
Service, including 911 Dialing, will not function until power is restored. Following a power
failure or disruption, you may need to reset or reconfigure the Device prior to utilizing the
Service, including 911 Dialing.
(b) Service Outages Due to Internet Outage or Suspension or Disconnection of Broadband
Service or ISP Service. Service outages or suspensions or disconnections of service by your
broadband provider or ISP will prevent all Service, including 911 Dialing, from functioning.
(c) Service Outage Due to Disconnection of Your Account. Service outages due to
disconnection, suspension or termination of your account will prevent all Service, including
911 Dialing, from functioning.
(d) Service Outages Due to ISP or Broadband Provider Blocking of Ports or Other Acts. Your
ISP or broadband provider or other third party may intentionally or inadvertently block the ports
over which the Service is provided or otherwise impede the usage of the Service. In that event,
provided that you alert us to this situation, we will attempt to work with you to resolve the issue.
During the period that the ports are being blocked or your Service is impeded, and unless and
until the blocking or impediment is removed or the blocking or impediment is otherwise
resolved, your Service, including the 911 Dialing feature, may not function. You acknowledge
that Provider, and Jive Communications, Inc. or any other third party that provides, either
directly or as reseller or distributer, the information or communications facilities or services
underlying all or part of the Service to Provider for resale to Customer("Carrier"), is not
responsible or liable in any way for the blocking of ports by your ISP or broadband provider or
any other impediment to your usage of the Service, and any loss of service, including 911
Dialing, which may result. In the event you lose Service as a result of blocking of ports or any
other impediment to your usage of the Service, you will continue to be responsible for payment
of the Service charges unless and until you disconnect the Service in accordance with this
Agreement.
(e) Other Service Outages. If there is a Service outage for any reason, such outage will prevent
all Service, including 911 Dialing, from functioning. Such outages may occur for a variety of
reasons, including, but not limited to,those reasons described elsewhere in this Agreement.
1.6 Re-Activation Required if You Change Your Number or Add or Port New Numbers. 911
Dialing does not function if you change your phone number or if you add or port new phone
numbers to your account, unless and until you successfully register your location of use for each
changed, newly added or newly ported phone number.
5
1.7 Network Congestion; Reduced Speed for Routing or Answering 911 Dialing Calls. There
may be a greater possibility of network congestion, delays and/or reduced speed in the routing
of a 911 Dialing call made utilizing the Service as compared to traditional 911 dialing over
traditional public telephone networks, including where emergency calls are first routed
through a national emergency center.
1.8 Disclaimer of Liability and Indemnification. We do not have any control over whether, or the
manner in which, calls using our 911 Dialing service are answered or addressed by any national
or local emergency response center. We disclaim all responsibility for the conduct of local
emergency response centers and the national emergency calling center. We rely on third parties
to assist us in routing 911 Dialing calls to local emergency response centers and to a national
emergency callingcenter. Wediclaim any and all liability-or responsibility i—rithe event such
-
third party data used to route calls is incorrect or yields an erroneous result.Neither Provider,
Carrier nor their respective officers, employees or agents may be held liable for any claim,
damage, or loss, and you hereby waive any and all such claims or causes of action, arising from
or relating to the 911 Dialing service unless such claims or causes of action arose from our gross
negligence,recklessness or willful misconduct. You shall defend, indemnify, and hold harmless
Provider and Carrier, and their respective officers, directors, employees, affiliates and agents and
any other service provider who furnishes services to you in connection the Service, from any and
all claims, losses, damages, fines,penalties, costs and expenses (including, without limitation,
attorneys fees)by, or on behalf of, you or any third party relating to the absence, failure or
outage of the Service, including 911 Dialing, incorrectly routed 911 Dialing calls, and/or the
inability of any user of the Service to be able to use 911 Dialing or access emergency service
personnel.
1.9 Alternate 911 Arrangements. If you are not comfortable with the limitations of the 911
Dialing service, you should consider having an alternate means of accessing traditional 911 or
E911 services or disconnecting the Service.
2. Service
2.1 Term. Service is offered on a 36-month term that begins on the date that your Service is
activated and ends on the last day of the 36th full calendar month after such activation date. After
the Initial Term, the Services will automatically renew for additional 12-month terms , unless
either party provides notice of non-renewal at least 30 days before the current term expires.
Either party may terminate the Agreement if the other party breaches its material obligations and
fails to cure within 60 days of receipt of written notice.
2.3 Small Business and Provider Office AnywhereTM I Tse of Service and Device. If you
subscribe to Small Business services,the Service and Device are provided to you as a small
business user or business traveler. You shall not resell, lease, loan, rent, operate on a"service
bureau" or similar basis or otherwise transfer the Service to another party without our prior
6
written consent.
2.4 Prohibited Uses.
(a) Unlawful. You shall use the Service and the Device only for lawful purposes. We reserve
the right to immediately disconnect your Service without notice, if, in our sole and absolute
discretion, we determine that you have used the Service or the Device for an unlawful purpose.
In the event of such disconnection, you will be responsible for the full month's charges to the
end of the current term, including, without limitation, unbilled charges, plus a disconnection fee,
if applicable, all of which will become immediately due and payable upon disconnection of your
Service. If we believe that you have used the Service or the Device for an unlawful purpose, we
may forward the relevant communication and other information, including your identity, to the
appropriate authorities for investigation and prosecution. You hereby consent to our forwarding
of any such communications and information to these authorities. In addition, we (or any
Carrier) may provide information in response to law enforcement requests, lawful government
requests, subpoenas, court orders, etc., and you hereby consent to any such information
disclosures.
(b) Inappropriate Conduct. You shall not use the Service or the Device in any way that is
threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of
another's privacy, or any similar behavior. We reserve the right to immediately disconnect your
Service without notice, if, in our sole and absolute discretion, we determine that you have used
the Service or the Device in any of the aforementioned ways. In the event of such disconnection,
you will be responsible for the full month's charges to the end of the current term, including,
without limitation, unbilled charges,plus a disconnection fee, if applicable, all of which will
become immediately due and payable upon disconnection of your Service. If we believe that
you have used the Service or the Device in any of the aforementioned ways, we may forward
the relevant communication and other information, including your identity, to the appropriate
authorities for investigation and prosecution. You hereby consent to our forwarding of any such
communications and information to these authorities. In addition, we (or any Carrier)may
provide information in response to law enforcement requests, subpoenas, court orders, etc., and
you hereby consent to any such information disclosures. Furthermore, Provider reserves all of
its rights at law and equity to proceed against anyone who uses the Services illegally or
improperly.
2.5 Use of Service and Device by Customers Outside the United States. Although we
encourage you to use the Service to place calls to foreign countries from within the United
States and to use the Provider Service as you travel, we do not presently offer or support the
Service in any countries other than the United States. Provider Service is designed to work
generally with unencumbered high-speed internet connections. However, if the high- speed
internet connection you are using is outside the United States and/or your ISP places
7
restrictions on the usage of VoIP services, Services may not be available or may be degraded or
otherwise inoperable. No representation or warranty is made as to whether use of the Provider
Service is permitted by any other jurisdictions or by any or all the ISPs. You will be solely
responsible for any violations of local laws and regulations or violations of ISP terms of service
resulting from such use. We reserve the right to disconnect your Service immediately if we
determine, in our sole and absolute discretion,that you have used the Service or the Device in
violation of laws of jurisdictions outside the U.S.
2.6 Copyright; Trademark; Unauthorized Usage of Device; Firmware or Software.
(a) Copyright; Trademark. The Service and Device and any firmware or software used to
provide the Service or provided to you in conjunction with providing the Service, or embedded
in the-Device, and all Seg-dices;information,-documents and-materials-on-our websites-are
protected by trademark, copyright or other intellectual property laws and international treaty
provisions. All websites, corporate names, service marks, trademarks, trade names, logos and
domain names used in connection with the Services (collectively "marks") are and will at all
times remain our exclusive property or the exclusive property of our Carriers. Nothing in this
Agreement grants you the right or license to use any such marks.
(b) Unauthorized Usage of Device; Firmware or Software. to the extent of any firmware or
software embedded or installed on the Device, or otherwise provided to you in connection with
the Service, you are granted a nontransferable,non-exclusive, revocable license to use such
firmware or software in object code form only (without making any modification thereto)
exclusively for use in connection with the Service, only during the term of this Agreement, and
otherwise strictly in accordance with the terms and conditions of this Agreement. No further
rights or licenses are granted to you or any third party,by implication, estoppel or otherwise, and
Provider reserves any and all rights of ownership and use. You expressly agree that the Device is
exclusively for use in connection with the Service and that we will not provide any passwords,
codes or other information or assistance that would enable you to use the Device for any other
purpose. We reserve the right to prohibit the use of any interface device that we have not
provided to you. You hereby represent and warrant that you possess all required rights, including
software and/or firmware licenses, to use any interface device that we have not provided to you.
In addition, you shall indemnify and hold us and any Carrier harmless against any and all
liability arising out of your use of such interface device with the Service. You shall not reverse
compile, disassemble or reverse engineer or otherwise attempt to derive the source code from the
binary code of the firmware or software.
2.7 Tampering with the Device or Service. You shall not change the electronic serial number or
equipment identifier of the Device or perform a reset of the Device without our prior written
consent. We reserve the right to disconnect your Service if we believe, in our sole and absolute
8
discretion, that you have tampered with the Device. In the event of such disconnection, you will
remain responsible for the full month's charges to the end of the current term, including,without
limitation, unbilled charges, plus a disconnection fee, if applicable, all of which will immediately
become due and payable. You shall not attempt to hack or otherwise disrupt the Service or make
any use of the Service that is inconsistent with its intended purpose.
2.8 Theft of Service. You shall not use the Service in a manner calculated to avoid reasonable
policies or procedures of Provider or any Carrier related to the use of the Service. You shall not
obtain or use the Services in an improper manner. You shall notify us immediately, in writing or
by calling our customer support line, if the Device is stolen or if you become aware at any time
that your Service is being stolen, fraudulently used or otherwise being used in an unauthorized
manner. When you call or write, you must provide your account number and a detailed
description of the circumstances of the Device theft, fraudulent use or unauthorized use of
Service. Failure to do so in a timely manner may result in the disconnection of your Service and
additional charges to you. Until such time as we receive notice of the theft, fraudulent use or
unauthorized use, you will be liable for all use of the Service using a Device stolen from you and
any and all stolen, fraudulent or unauthorized use of the Service. Provider reserves all of its
rights at law and equity to proceed against anyone who uses the Services illegally or improperly.
2.9 Number Transfer on Service Disconnection. Upon the disconnection of your Service, the
telephone number that you ported(transferred or moved over)to us from your previous service
provider and used in connection with your Service shall be released to your new service provider
if:
• such new service provider is able to accept such number;
• your account has been properly disconnected; and
• your account is completely current, including payment for all charges and applicable
disconnection fees.
2.10 Service Distinctions. The Service is not a telecommunications service and we provide it on
a best efforts basis by reselling the communications services and facilities of Carriers. Events
and circumstances beyond our control may affect the quality or availability of the Service, such
as power outages, fluctuations in demand for Services or fluctuations in demand for interne or
communications services or facilities, equipment malfunctions and software errors and problems
in your underlying broadband service. Other things may affect Service, such as maintenance and
repair, scheduled downtime, etc. Provider will act in good faith to minimize disruptions to your
use of and access to Service. Important distinctions exist between telecommunications service
and the Service offering that we provide. The Service is subject to different regulatory treatment
than telecommunications service. This treatment may limit or otherwise affect your rights of
redress before regulatory agencies or under applicable laws, rules or regulations.
9
2.11 Ownership and Risk of Loss. Unless you agree to rent or lease the Device in a separate
written instrument with Provider,upon the later of payment in full of the set-up fees or
equipment fees specified on Appendix A or delivery of the Device to you, Provider shall, and
hereby does, sell, convey and transfer the Device to you"AS IS" and without warranty or
representation of any kind or nature from Provider. However, Provider shall, and hereby does,to
the extent assignable, assign or transfer to you all applicable manufacturer warranties on the
Device. From and after the date of shipment of the Device to you, you shall bear all risk of loss
of,theft of, casualty to or damage to the Device.
2.12 No 0 I or Operator Assisted Calling; May Not Support x11 Calling. The Service does not
support 0+or operator assisted calling (including,without limitation, collect calls, third party
billing calls, 900 or calling card calls). The Service may not support 311, 511 and/or other x11
(other than-certain specified'dialing such-as 9 if and 41-1;which are provkled-for-el-sewhere-in
this Agreement) services in one or more(or all) service areas.
3. CHARGES; PAYMENTS; TAXES; DISCONNECTION
3.1 Billing. When the Service is activated, you must provide us with a valid billing address. We
will provide you with an account statement at the beginning of every month. Billings are one
month in advance. You agree to pay the balance on the account ac shown in the statement within
thirty(30) days, without deduction or offset of any kind or nature. Delinquent amounts shall
bear interest at the rate of twelve percent(12%)per annum from and after the original due date.
The first billing will include pro ration for any partial monthly service.
Your bill will be computed based on your account service fee and your per-minute usage, as
described in the SOW that includes this Schedule.
911 Fees - State and/or local governments may assess fees on Provider to pay for emergency
services in your community. Provider bills and collects 911 fees from its customers and remits
such fees to the appropriate authority. Provider is committed to supporting public safety services
and resources in your State. At the time of this writing, Provider is not required to charge any
911 fees in addition to those which are already covered in the monthly service amount.
However, Provider reserves the right to charge additional 911 fees as required by local, state,
and federal ordinance.
3.2 Billing Disputes. You must notify us in writing within ten(10) calendar days after the date
of your account statement if you dispute any charges on that statement or you will be deemed
to have accepted such statement and waived any right to contest such charges. All notices of
disputed charges should be sent to:
Strategic Technology Solutions
LLC POB 173
10
Port Townsend WA 98368
3.3 Disconnection; Discontinuance of Service. We reserve the right to suspend or discontinue
your Service at any time in our sole and absolute discretion, without cause, after giving sixty(60)
days notice. If we discontinue your Service without cause, you will only be responsible for charges
accrued through the date of disconnection, including a pro-rated portion of the final month's charges
and, if the effective date of discontinuation is within the first 12 months following activation of
your Service, we will refund to you the fees you paid in the purchase or lease of equipment and
setup of the Service. In addition, if you breach any of the terms or conditions of this Agreement, we
may terminate this Agreement or disconnect your Service following written notice of breach if you
have not cured such breach within ten(10) days thereafter. If your Service is disconnected on
account of your breach of any provision of this Agreement, you will be responsible for the full
month's charges to the end of the current term, including, without limitation, unbilled charges,plus
the disconnection fee, if applicable, all of which will immediately become due and payable.
Provider will pursue collection for unpaid amounts on disconnected accounts and may report to
credit bureaus.
3.4 Taxes. State and local governments may assess taxes, surcharges and/or fees on your use of
Service or Devices. These charges may be a flat fee or a percentage of your charges and may change
from time to time without notice. These charges are based on the rates applicable to the address you
provided to us. You are responsible for all applicable federal, state,provincial, municipal, local or
other governmental sales, use, excise, value-added,personal property,public utility or other taxes,
fees or charges now in force or enacted in the future, that arise from or as a result of your
subscription or use or payment for the Service or a Device. Such amounts are in addition to payment
for the Service or Devices and will be billed to you as set forth in this Agreement. If you are exempt
from payment of such taxes, you must provide us with an original certificate that satisfies applicable
legal requirements attesting to tax-exempt status. Tax exemption will only apply from and after the
date we receive such certificate.
3.5 Disconnection Fee. You will be charged a disconnection fee of$100.00 if your Service is
disconnected for any reason after forty-five (45) days from activation and within the first year
following the activation of your Service.
4. LIMITATION OF LIABILITY; WARRANTIES
4.1 Limitation of Liability. Neither Provider nor any Carrier will be liable for any delay or failure
to provide the Service, including 911 Dialing, at any time or from time to time, or any interruption
or degradation of voice quality, including but not limited to any delay, failure, interruption or
degradation of Service that arises from or is related to any of the following:
• an act or omission of an underlying carrier, service provider, vendor or other third party;
• equipment, network or facility failure;
• equipment, network or facility upgrade or modification;
11
• force majeure events such as (but not limited to) acts of God, acts of nature, strikes, fire,
war,riot, acts of terrorism and government actions;
• equipment, network or facility shortage;
• equipment or facility relocation;
• service, equipment, network or facility failure caused by the loss of power to you;
• outage of, or blocking of ports by, your ISP or broadband service provider or other
impediment to usage of the Service caused by any third party;
• any act or omission by you or any person using the Service or Device provided to you; or
• any other cause that is beyond our control, including,without limitation, a failure of or
defect in any Device, the failure of an incoming or outgoing communication,the inability
of communications (including,without limitation, 911 Dialing) to be connected or
completed, or forwarded.
Notwithstanding anything to the contrary in this Agreement,Provider's aggregate liability under
this Agreement shall not exceed the actual amount received by Provider on your account during the
calendar month in which act, event or occurrence giving rise to such liability occurred. You
acknowledge and agree that, but for such limitation of liability,we would not enter into this
Agreement and you would not benefit from the pricing contained herein.
4.2 Disclaimer of Liability for Damages. NOTWITHSTANDING ANYTHING TO THE
CONTRARY IN TI IIS AGREEMENT,IN NO EVENT WILL PROVIDER, CARRIER, OR
THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES,AFFILIATES OR AGENTS
OR ANY OTHER SERVICE PROVIDER WHO FURNISHES SERVICES TO YOU IN
CONNECTION THE SERVICE BE LIABLE FOR ANY DIRECT, INCIDENTAL, INDIRECT,
SPECIAL, PUNITIVE, EXEMPLARY, COMPENSATORY, OR CONSEQUENTIAL
DAMAGES, OR FOR ANY OTHER DAMAGES, INCLUDING BUT NOT LIMITED TO
PERSONAL INJURY, WRONGFUL DEATH, PROPERTY DAMAGE, LOSS OF DATA, LOSS
OF REVENUE OR PROFITS, OR DAMAGES ARISING OUT OF OR IN CONNECTION WITH
THE USE OR INABILITY TO USE THE SERVICE, INCLUDING INABILITY TO ACCESS
EMERGENCY SERVICE PERSONNEL THROUGH THE 911 DIALING SERVICE OR TO
OBTAIN EMERGENCY HELP. THE LIMITATIONS SET FORTH HEREIN APPLY TO
CLAIMS FOUNDED IN BREACH OF CONTRACT, BREACH OF WARRANTY, PRODUCT
LIABILITY, TORT AND ANY AND ALL OTHER THEORIES OF LIABILITY AND APPLY
WHETHER OR NOT WE WERE INFORMED OF THE LIKELIHOOD OF ANY PARTICULAR
TYPE OF DAMAGES.
4.3 No Warranties on Service or Device. EXCEPT FOR THE STANDARD OF
PERFORMANCE,NEITHER PROVIDER NOR ANY CARRIER MAKES ANY WARRANTIES,
EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, ANY IMPLIED
WARRANTIES OF MERCHANTABILITY, FITNESS OF THE SERVICE OR DEVICE FOR A
PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT, WARRANTIES ARISING BY
USAGE OF TRADE, COURSE OF DEALING OR COURSE OF PERFORMANCE OR ANY
12
WARRANTY THAT THE SERVICE OR DEVICE WILL MEET CUSTOMER'S
REQUIREMENTS. WITHOUT LIMITING THE FOREGOING, THERE IS NO WARRANTY
THAT THE SERVICE OR DEVICE WILL BE WITHOUT FAILURE, DELAY,
INTERRUPTION, ERROR, DEGRADATION OF VOICE QUALITY OR LOSS OF CONTENT,
DATA OR INFORMATION. NEITHER PROVIDER, CARRIER NOR THEIR RESPECTIVE
OFFICERS, DIRECTORS, EMPLOYEES,AFFILIATES OR AGENTS, OR ANY OTHER
SERVICE PROVIDER OR VENDOR WHO FURNISHES SERVICES DEVICES, OR
PRODUCTS TO CUSTOMER IN CONNECTION WITH THE SERVICE, WILL BE LIABLE
FOR UNAUTHORIZED ACCESS TO OUR OR YOUR TRANSMISSION FACILITIES OR
PREMISES EQUIPMENT OR FOR UNAUTHORIZED ACCESS TO, OR ALTERATION,
THEFT OR DESTRUCTION OF, CUSTOMER'S DATA FILES, PROGRAMS, PROCEDURES
OR INFORMATION THROUGH ACCIDENT, FRAUDULENT MEANS OR DEVICES OR ANY
OTHER METHOD, REGARDLESS OF WHETHER SUCH DAMAGE OCCURS AS A RESULT
OF PROVIDER'S, CARRIER'S OR OTHER SERVICE PROVIDER'S OR VENDORS'
NEGLIGENCE. STATEMENTS AND DESCRIPTIONS CONCERNING THE SERVICE OR
DEVICE, IF ANY, BY PROVIDER, CARRIER OR PROVIDER'S AGENTS OR INSTALLERS
ARE INFORMATIONAL AND ARE NOT GIVEN AS A WARRANTY OF ANY KIND.
4.4 Content. You will be liable for any and all liability that may arise out of the content
transmitted by you or to any person, whether authorized or unauthorized,using your Service or
Device (each such person, a"User"). You shall assure that your and your User's use of the
Service and content comply at all times with all applicable laws, regulations and written and
electronic instructions for use. We reserve the right to disconnect or suspend your Services and
remove your or your Users' content from the Service, if we determine, in our sole and absolute
discretion,that such use or content does not conform with the requirements set forth in this
Agreement or interferes with our ability to provide Services to you or others. Our action or
inaction under this Section will not constitute any review or approval of your or Users'use or
content.
4.5 INSURANCE. STS and you will each maintain, at each party's own expense, all insurance
reasonably required in connection with this Agreement, including but not limited to, workers
compensation and general liability. STS agrees to maintain, in full force and effect, the insurance
described in this section. We shall acquire such insurance from an insurance carrier or carriers
licensed to conduct business in the state of Washington having a rating of A-, Class VII or better,
in the most recently published edition of Best's Reports. In the event of cancellation during the
term of this Agreement, non-renewal,revocation, or other termination of any insurance coverage
required by this Agreement, We shall provide written notice of such to Purchaser within one (1)
Business Day of Our receipt of such notice. All of the insurance policies described herein will
not be canceled, materially changed or renewal refused until at least thirty (30) calendar days
written notice has been given to the other party by certified mail.
13
The minimum acceptable limits shall be as indicated below,with a deductible of not more than
$1,000 per occurrence for each of the following categories:
a. Commercial General Liability covering the risks of bodily injury (including death),
property damage and personal injury, including coverage for contractual liability, with a limit of
not less than$1 million per occurrence/$1 million general aggregate; and,
b. Business Automobile Liability(owned,hired, or non-owned) covering the risks of bodily
injury (including death) and property damage, including coverage for contractual liability,
with a limit of not less than $1 million per accident.
We-shall--pay-premia ns--on-al insu ance-pclic-ies__Such insurance_po1_icies shal_.1name_You-as-an-_
additional insured on all general liability, automobile liability, and umbrella policies. Such
policies shall also reference this Agreement and shall have a condition that they not be revoked
by the insurer until forty- five (45) calendar days after notice of intended revocation thereof shall
have been given to You by the insurer.
All insurance provided by Us shall be primary as to any other insurance or self-insurance
programs afforded to or maintained by You and shall include a severability of interests (cross-
liability)provision.
We shall include all subcontractors as insured under all required insurance policies, or shall
furnish separate certificates of insurance and endorsements for each Subcontractor.
Subcontractor(s) shall comply fully with all insurance requirements stated herein. Failure of
Subcontractor(s)to comply with insurance requirements does not limit Our liability or
responsibility.
We shall furnish You copies of certificates of all required insurance within thirty(30) calendar
days of this Agreement's Effective Date and copies of renewal certificates of all required
insurance within thirty (30) days after the renewal date. These certificates of insurance must
expressly indicate compliance with each insurance requirement specified in this section. Failure to
provide evidence of coverage may, at Your sole option, result in this Agreement's termination.
By requiring insurance herein, You do not represent that coverage and limits will be adequate to
protect Us. Such coverage and limits shall not limit Our liability under the indemnities and
reimbursements granted to Us in this Agreement.
All insurance coverage maintained or procured pursuant to this Agreement shall be endorsed to
waive subrogation against You, your elected or appointed officers, agents, officials, employees
and volunteers or shall specifically allow Us or others providing insurance evidence in
compliance with these specifications to waive their right of recovery prior to a loss. We hereby
waive our own right of recovery against You, and shall require similar written express waivers
14
and insurance clauses from each of our subcontractors.
4.6 Standard of Performance Uptime of the Jive Voice system is the standard of performance.
STS and Jive Communications guarantees that Jive Voice will maintain 99.99%uptime in any
calendar year. See the Jive Service Level agreement document which is made part of this SOW.
5. MISCELLANEOUS
5.1 Entire Agreement. This Agreement, including any future modifications as may occur within
the terms of the Agreement, and the rates for Services found in Appendix A constitute the entire
agreement between you and Provider and govern the use of the Service by you, guests and
employees. This Agreement supersedes any prior agreements between you and Provider and any
and all prior or contemporaneous statements, understandings, writings, commitments, or
representations, whether written or verbal, concerning its subject matter. This Agreement
supersedes any written terms provided to retail customers in connection with retail distribution,
including, without limitation, any written terms enclosed within the packaging of the Device.
This Agreement may not be changed orally, but only by an agreement in writing signed by the
party against whom enforcement of any waiver, change,modification, extension, or discharge is
sought.
5.2 Independent Relationship. You acknowledge that Provider is an independent reseller or
distributor of the Service and Device and not an agent,partner,joint venture of or otherwise
affiliated with Jive Communications, Inc. or any other Carrier. Neither Jive Communications,
Inc. nor any other Carrier are parties to this Agreement or any other agreement or instrument
between Provider and you related to the Service or Device.Neither Jive Communications, Inc.
nor any Carrier is liable or responsible in any way to Customer for any breach or default of
Provider under this Agreement or any other agreement or instrument between Provider and you
related to the Service or Device.
6. PRIVACY
The Service utilizes, in whole or in part,the public Internet and third party networks to transmit
voice and other communications. Provider is not liable for any lack of privacy which may be
experienced with regard to the Service.
SIGNATURES APPEAR ON THE NEXT PAGE.
15
STRATEGIC TECHNOLOGY Jefferson County Washington
SOLUTIONS, LLC
Date: Date:
February 15 2019 II
//9
Signature: Signature:
Pvi
Print Name/Position: Print,Name//P,osition/: D
-C-hr-��stophter--G--Flanson -Partner h'`�`� , fit h 1 Chairr D CC
Aoveed a�t4:06_,
Date: utin /9
Philip C. Hunsucker,Chief Civil Deputy Prose g Attorney
Jefferson County Prosecuting Attorney's Office
16
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SERVICE LEVEL AGREEMENT
This document describes the specific service level agreements for Jive Voice, a service of Jive
Communications, Inc. This SLA also specifies the remedies available for Jive's failure to meet the asserted
service guarantees.
Jive Communications guarantees that Jive Voice will maintain 99.99% uptime in any calendar year.
Jive Voice Client must subscribe to Jive Voice, Jive's cloud-based telephony service which
routes voice calls over the Internet from our data centers to your office location and
vice-versa.
Monitoring Jive Communications must be allowed to monitor the Jive Voice service in the
client network.
Availability Jive Voice is available when you can make and receive calls from internal and
external extensions and access administrative controls.
Unavailability Any period of time during which Jive Voice service is unable to make voice calls
AND client bandwidth is sufficient with acceptably low latency and packet loss.
Exclusions Loss of service caused by the following will not be included in monthly availability
calculations:
Unavailability from insufficient bandwidth or any other connectivity issue affecting
the client's site (local, national, or international).
Unavailability caused by the client's internet service provider (local, national, or
international.)
SERVICE CREDITS
UPTIME CREDIT UPTIME CREDIT
<99.99% 0% of Recurring Charges <99.40% 30% of Recurring Charges
<99.90% 5% of Recurring Charges <99.30% 35% of Recurring Charges
<99.80% 10% of Recurring Charges <99.20% 40% of Recurring Charges
<99.70% 15% of Recurring Charges <99.10% 45% of Recurring Charges
<99.60% 20% of Recurring Charges <99.00% 50% of Recurring Charges
<99.50% 25% of Recurring Charges
000 'IAA 100:
.100.0
REPORTING PROCEDURE
Follow Jive's reporting procedure carefully to ensure any service credits are applied properly. Before
reporting an issue, confirm the problem is replicable from one or more sources internally. Only authorized
contacts listed on the client account can formally report issues to Jive. The following table provides
examples of potential issues that are reported to Jive and may affect service credits:
PRIORITY SUMMARY EXAMPLE(S) RESOLUTION
1 Total loss of service. Voice Inbound calls do Initial Response: Within 15
quality unusable. not connect. Users min.
cannot dial outbound. Best Effort Resolution:
Incomprehensible audio. Within 4 hrs.
2 Degraded service Calls sound choppy. Initial Response: Within 4
performance. Isolated call Dropped calls. Cannot dial hrs.
incidents. Impaired feature a certain number. Best Effort Resolution:
functionality Within 24 hrs.
3 Service change request. A phone will not connect. Initial Response: Within 24
Issues impacting a single Need to change inbound hrs.
user/phone. call routing.
HOW TO SUBMIT AN ISSUE
Email a ticket to support@jive.com. In your ticket:
• Describe issue (e.g., "Inbound calls to number xxx-xxx-xxxx not ringing through")
• Include relevant details (e.g., "Start time, how to replicate, scope of affected users")
• State priority level (e.g., "1, 2, or 3 based on the above table")
You will receive a ticket number responder, indicating a ticket has been opened for the issue.
Place a call to Jive at 801-717-1556 after 10 minutes to confirm ticket submission and priority.
The issue will be internally logged and confirmed by the Jive Communications support team. An engineer
will review your open ticket with the resolution times stated above. Your response will then be processed
via phone or email, and a resolution path suggested. Please note that calls may NOT be put straight to an
engineer, but the engineers on call will be made aware of your issue and its priority and will respond within
the allocated time frame.
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SLA TERMS AND CONDITIONS
This SLA does not apply for any month to the extent that service credits arise as a result of your breach of
Jive's terms of service or ifou are delinquent in makingpayment.
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Escalation Points
If you do not receive a response within the Initial Response time of your call, you may call Jive's Support
Center at 801-717-1556 and ask for your issue be escalated. You may also contact your appointed Service
Account Manager and ask for your ticket be escalated.
SLA Exclusions
Many situations are beyond Jive's control or are otherwise not in the scope of this SLA. These situations
include:
• Planned maintenance. Any planned maintenance of Jive's platform or other infrastructure is excluded
from the SLA. Jive will work to minimize or avoid downtime during any maintenance window. Jive will
generally send you notice at least 1 week before any upcoming maintenance to the email address
we have on file. It is your responsibility to ensure that Jive has current contact details. Planned
maintenance of the Jive's infrastructure will generally happen between the hours of midnight and 6:00
AM GMT on weekdays or weekends.
• Emergency maintenance. To prevent prolonged outages affecting Jive's cloud services, Jive may be
required to perform emergency maintenance. If Jive must perform emergency maintenance the notice
period could be less than 24 hours. Jive Communications will work to return service within one hour
after any emergency maintenance begins.
• Malicious attacks. If a third party initiates a "Denial of Service" or other form of disabling attack against
your network, Jive's cloud service, or major portions of Jive's network, Jive will do everything in its
power to stop the attack but cannot guarantee a resolution time.
• Client outage. Any outage caused by unsupported software or hardware on your network or any
unauthorized change or action taken by your personnel.
SERVICE DEFINITIONS
Unavailability. The cumulative total unavailability for the relevant Jive service minus any unavailability
arising from an SLA exclusion, calculated from the time you first report an issue until Jive reports the issue
has been fixed.
Total Available Service Time. The total time in the relevant month, 24 hours a day for every day in a
month. Fixed calendar months will be used i.e. 1st Jan to 31st Jan, 1st Feb to 28th Feb, etc.
Measurement. The service levels are measured on a monthly basis starting from the first full calendar
quarter(Jan to Mar, Apr to Jun, July to Sept, Oct to Dec) after the end of the stability period. In this SLA,
"stability period" means the period of 3 months after your account has gone live (or any other period as
we agree).
Reporting. Jive will report to you on the service levels on a quarterly basis if you request. Reports will be
based on Jive's records and will be used in calculating any service credits payable (except in the case of
manifest error in Jive's SLA monitoring solution, in which case Jive Communications and the Client will
negotiate any applicable service credits).
Credit Notes. If service credits are due according to Jive's records, Jive shall issue a credit note to the
value of the service credits. The maximum Service Credits due in any one calendar month will not exceed
55% of the monthly Service Charges.
AVAILABILITY
The availability calculation formula is measured on a monthly basis as follows:
total available service time- unavailability
x 100 = actual service availability
total available service time
SERVICE CREDIT CLAIMS
Service credit claims must be made no later than 5 business days after reports an issue is resolved. A
claim should be made through your account manager or by emailing supportc)Jive.com.
JIVE Hosted Phone System Quote
Jefferson County Washington
1820 Jefferson Street Prepared by
Port Townsend WA 98368 Strategic Technology Solutions
Dave Olsen Chris Hanson
360 385 9209 360 302 5606
dolsent co.iefferson.wa.us chrisstsnw.net
Date February 18, 2019 Expires: March 20, 2019
VoIP Charges
Monthly Charges- Description Quantity Price AMOUNT
Per Handset Service Charge 292 $ 14.95 $ 4,365.40
DID/Toll-Free Service Charge 292 $ 0.25 $ 73.00
(other monthly service) 0 $ - $ -
(other monthly service) 0 $ - $ -
*State and Federal taxes and regulatory fees are charged per jurisdiction. Monthly Charges $ 4,438.40
One-Time Charges-Description Quantity Price AMOUNT
Yealink Desk phone SIP-T41S 252 $ 81.00 $ 20,412.00
Yealink Desk phone SIP-T46S 31 $ 137.00 $ 4,247.00
Yealink BLF expansion XP40 6 $ 87.00 $ 522.00
Yealink 929 Speaker Conference phone 9 $ 297.00 $ 2,673.00
Port Charges 292 $ 1.00 $ 292.00
System Set-up and Configuration 1 $ 8,000.00 $ 8,000.00
Per-handset Set-up and Configuration 1 $ 100.00 Waived
*Additional equipment/connectivity may be required if network doesn't meet minimum Up-front Charges $ 36,146.00
requirements.Please see network specifications document.
Service Details
Unlimited Outbound Included
Unlimited Inbound (Local and Long Distance) Included
Hosted Call Recording Included
Toll Free Inbound(lower 48) $0.019/minute
Shipping Information
Business Name: Jefferson County Washington
ATTN: Dave Olsen
Street Address: 1820 Jefferson Street
City, State Zip: Port Townsend WA 98368
Shipping Contact Phone Number: 360 385 9209
Included Features (all features are included at the quoted price)
Online PBX Controls Voicemail Call Waiting
f►flulti-Site Support Flexible Routing Call Forwarding
Detailed Call Reporting Ring Groups Call Transfer
Call Analytics Call Queues Speed Dial
Voicemail to Email Extension Transferring Three-Way Calling
Time-Based Routing Call Forwarding Call logs
Find-Me/Follow-Me Conferencing(3-way) Auto-Reject/Divert
Auto-Attendants Conference Bridge Password Protected
Automated Directory Directory on Phone Temporary Greeting
Custom Music/Message Intercom Remote Access
Custom Greetings Dial by Extension Message-Waiting
Music on Hold Dial by Name Name and Number Caller ID
Day and Night Modes Hosted Call Recording Electronic Fax(Fax to email)
Jive Business Continuity
What to Expect
From the time initial payment and signed agreements are received,the following timeline will be in effect:
Equipment
Once complete order information is received equipment will be shipped and arrive within 10 business days. If expedited shipping is
requested,you will be charged additional shipping charges and the shipping timeline will be accelerated,
Phone Numbers(new)
New phone numbers are typically available 3-5 business days after they have been requested, but can take 7-10 business days in
some instances.
Phone Numbers(existing/port)
Porting existing numbers takes 5-20 business days,depending on area and existing telephone provider. incorrect/incompiete
information may cause the order to be rejected by the existing telephone provider. If a port request is rejected,the request will be
resubmitted and the porting timeline will start over per the existing carrier. 'Do not port until'timeframes can be specified.
Dial Plan and System Setup
You will be contacted within 5 business days to begin the process of setting up your dial plan,call routing, etc. If the necessary
information is received within this time frame, all configuration will be done within 10 business days.
Support
Feel free to contact our Support staff at any point in the process.
Billing
Charges will begin to accrue as soon as the account is activated(as soon as a new phone number is active on your account or numbers
have ported,whichever occurs sooner).
Terms and Conditions
Terms and Conditions
By signing below, Customer personally certifies that he or she is an Authorized Agent of the Company, and has read and
agrees to be bound by the entirety of the SOW(statement of work) describing this quote and order.
Company Name: Jefferson County Washington
Customer/Authorized Name: Title:
Signature: Date:
I - I
JEFFERSON COUNTY
BOARD OF COUNTY COMMISSIONERS
AGENDA REQUEST
TO: Board of County Commissioners �j" /
Philip Morley,County Administrator J//9 ,�V /a��/y ,
FROM: Mark McCauley,Central Se ' irector /
DATE: March 11,2019
RE: Request for Board of County Commissioners approval of a Master Services
Agreement with Strategic Technology Services,LLC for a VoIP Phone System to
Replace the County's Aging Legacy PBX Phone System.
STATEMENT OF ISSUE:
Jefferson County's legacy phone system dates from the 1980's and is by every measure obsolete. The
system is a potential failure point,which would have a significant impact on the County's ability to serve
its constituents in addition to potential liability exposure. The system is also very expensive-both in
terms of ongoing maintenance and other associated costs such as long distance costs. Replacing the
legacy phone system is part of the County's technology modernization program.
ANALYSIS:
During the thirty plus years we have been using our current legacy phone system there have been
significant advances in technology. These advances now allow organizations to buy and implement VoIP
phone systems that are cloud based with exceptionally intuitive and easy to understand phone-system
management dashboards. These new systems are cheaper,more reliable and provide exceptional voice
quality.
County IT staff and representatives from several county departments identified a number of highly
regarded VoIP system vendors. Staff studied their offerings and industry ratings extensively.As a result
of this analysis we invited a number of vendors to make on site product demonstrations. After completing
our due diligence we determined that Jive is the system the county should migrate to by contracting with
Strategic Technology Services,LLC, our local Vibe retailer. Contracting with a local vendor will keep
sales taxes local and will ensure timely technical support.
In preparation for the shift to VoIP, IT staff have been optimizing the county network and our internet
access. We have upgraded network switches to allow for greater bandwidth and transmission speeds. We
relocated our internet access point to the fire station on Lawrence Street. We switched to an internet
service provider that has multiple internet access technologies and paths to ensure resiliency during
disaster events.
Jive is very highly rated by a number of VoIP rating services.It also has a very competitive and
affordable pricing structure. The City of Port Townsend went with Jive about five years ago and they
have been very happy with their choice.We are parties to an Interlocal Cooperative Purchasing
Agreement with the City of Port Townsend so we can enter into this agreement without having to issue an
RFP.
The agreement provides for all required hardware and professional services to set up and configure the
system. Once we go live we pay a monthly subscription fee per phone.The agreement term is 36 months
r
to month—in return for which the County received a$30,000 phone configuration waiver. The County
will own the hardware—phones—which are non-proprietary and will work with any other VoIP provider.
FISCAL IMPACT:
This request has two fiscal impacts: 1.)implementation- $36,146(this cost will vary slightly as the exact
phone mix will be determined during implementation)and 2.)monthly service charges-$4,438 per
month at full implementation($53,256 annually). This represents a phone system cost reduction of
approximately$58,000 per year. The Information Services Fund has budget for both the implementation
and the monthly charges.
RECOMMENDATION:
That the Board of County Commissioners approve the Master Services Agreement with Strategic
Technology Services,LLC for acquisition, implementation and maintenance of the Jive VoIP phone
system for Jefferson County.
,011:040; •7/ Ade
p �► - .
p Mo �►r,o i a or Date
CONTRACT REVIEW FORM
CONTRACT WITH: Strategic Technology Solutions
CONTRACT FOR: VoIP Telephone Services and Equipment TERM: 36 months with automatic 12
month renewal options
COUNTY DEPARTMENT: Central Services
For More Information Contact: Mark McCauley FER ;';A kl g
Contact Phone #: 360-385-9130 (ext. 13O
RETURN TO: Mark McCauley RETURN BY: As soc . 4. *:
(Person in Department) (Date)
AMOUNT: $36,146 one time and $4,438.40/month PROCESS: Exempt from Bid Process
Consultant Selection Process
Revenue: N/A X Cooperative Purchase
Expenditure: See above _ Competitive Sealed Bid
Matching Funds Required: N/A _ Small Works Roster
Sources(s) of Matching Funds N/A _ Vendor List Bid
_ RFP or RFQ
Other
Step 1 : REVIEW BY : s AG ��
Review by: 3
..0Date Reviewed: _ / i/ >�
APPROVED FORM I `"�eturned for revision(See Comments)
Comments
Step 2: REVIEW BY PROSECUTI G TTORNEY
Review by: c. ` .41).----.Date Reviewed: ���! / q
fq/APPROVED AS TO FORM etu ed for revision(See Comments)
Comments
Step 3: (If required) DEPARTMENT MAKES REVISIONS & RESUBMITS TO
RISK MANAGEMENT AND PROSECUTING ATTORNEY
Step 4: CONTRACTOR/CONSULTANT SIGNS APPROPRIATE NUMBER OF
ORIGINALS
Step 5: SUBMIT TO BOCC FOR APPROVAL
Submit originals and 6 copies of Contract,Review Form,and Agenda Bill to BOCC Office.
Place"Sign Here"markers on all places the BOCC needs to sign.
MUST be in BOCC Office by 4:40 p.m. TUESDAY for the following Monday's agenda.
(This form to stay with contract throughout the contract review process.)