HomeMy WebLinkAbout5551 (2) RESOLUTION NO. 5551
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
AUBURN, WASHINGTON, AUTHORIZING THE MAYOR
TO EXECUTE AN AGREEMENT BETWEEN THE CITY OF
AUBURN AND EDNETICS NETWORK FOR MANAGED
NETWORK SERVICES
WHEREAS, the City of Auburn has a need for additional management and
monitoring of network services to eliminate a single point of failure allowing for more
resources to keep the entire enterprise operational in excess of what the City's staffing
level can provide; and
WHEREAS, Ednetics Network can provide those services for the City, and is
willing to do so at a cost and under terms acceptable to the City.
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF AUBURN,
WASHINGTON, HEREBY RESOLVES as follows:
Section 1. The Mayor is hereby authorized to execute an Agreement for
Services between the City and Ednetics Network for management and monitoring of
switched network services, which Agreement shall be in substantial conformity with the
Agreement attached hereto as Appendix I (together with its Exhibits) and incorporated
herein by this reference.
Section 2. The Mayor is authorized to implement such administrative
procedures as may be necessary to carry out the directives of this legislation.
Section 3. This Resolution shall take effect and be in full force upon passage
and signatures hereon.
Resolution No. 5551
August 20, 2020
Page 1 of 3
Dated and Signed this 21st day of September, 2020.
CITY OF AUBURN
XACY ': ,,CKUS, MAYOR
ATTEST: APPROVED AS TO FORM:
› Crl N= ni m lalW_ '` —
Shawn Campbell, MMC, City Clerk Kendra Comeau, City Attorney
Resolution No. 5551
August 20, 2020
Page 2 of 3
ATTACHMENT A
Resolution No. 5551
August 20, 2020
Page 3 of 3
Proposal Date
August 11,2020
3 Year Agreement
,•01,°°"6:"%No%,., EDNETICS NETWORK
Managed Service
City of Auburn
Ashley Riggs
25 W Main Street•Auburn,WA,98001
Contract Number SPIN Number
E N-36-W ACAU B-120820 143008534
Summary of Service and Charges
Ednetics Network is a fully managed service for the operation, management and monitoring of switched
networks,wireless infrastructure and critical systems for the delivery of internal broadband services.
Ednetics Network provides the ultimate in flexibility for managed network services to best fit the unique
needs of each customer. It allows for the management of existing customer network infrastructure, the
provisioning of a network as a service or a combination of both.
Ednetics Network offers proactive, round the clock monitoring and management to ensure the highest level
of reliability and is backed by the award winning Ednetics team.
Ednetics Network
3 Year Service Agreement
Annual Pricing
Managed Internal Broadband Services $60,500.00
Annual Contract Discount ($6,500.00)
Estimated 10.00%Sales Tax $5,400.00
Total $59,400.00
Ednetics Inc.888-809-4709 I EN-36-WACAUB-120820 2
EDNETICS NETWORK
Managed Service
r5R
APPENDIX I I MASTER AGREEMENT
EXHIBIT A I EDNETICS ACCEPTABLE USE POLICY
EXHIBIT B I NOTICE TO PROCEED
ATTACHMENT D EDNETICS NETWORK
EXHIBIT A I NETWORK SERVICE AGREEMENT
Ednetics Inc.888-809-4709 I EN-36-WACAUB-120820 3
APPENDIX I I MASTER AGREEMENT
General Terms and Conditions
This Master Agreement ("Agreement") is between Ednetics and the entity identified as the customer
("Customer"), each referred to as a "Party" and collectively referred to as the "Parties." This Agreement
consists of Service(s) Attachments ("Attachment(s)"), Service Order(s) and any forms or authorizations
attached hereto and/or incorporated herein by reference and this Agreement.This Agreement will survive
as long as there are working Service(s) associated with it. The Attachment(s) and Service Order(s) further
describe the Service(s) Customer purchased and set forth any additional terms and conditions for those
Service(s). In the event there is a conflict between this Agreement and the terms and conditions contained
in an Attachment or Service Order, the terms and conditions in the Attachment(s) and/or Service Order(s)
take precedence. The Parties agree to be bound by this Agreement and affirm that each have caused this
Agreement to be executed by their respective duly authorized representatives on the dates written below
their names.
1. Obligations of the Customer. Customer agrees to provide all information, access, and support for
timely installation and proper use of Service(s) and to comply with all of the terms and conditions of
this Agreement. Customer also agrees that Customer's use of Service(s) will at all times be consistent
with the terms outlined in Ednetics Acceptable Use Policy("AUP") and will not be used in an unlawful
manner and will be used in such a manner as to prevent damage to Ednetics network and equipment.
The Ednetics AUP is attached hereto as Exhibit A, and is made a part of this Agreement by reference.
Updates to Ednetics'AUP will be made on the web site https://portal.ednetics.com and will apply to all
Service(s).Customer agrees to accept a Material Staging Agreement, if required, provide all information
required, access to the premises, support for timely installation, proper use of Service(s)and to comply
with all terms and conditions of this Agreement. Customer acknowledges and accepts that not
accepting the Material Staging Agreement may subject Customer to higher costs.
2. Customer Representations. Customer warrants they have the legal right and ability to enter into this
Agreement and are authorized to act on behalf of the school, library, or state/local government entity.
Customer represents and warrants that Customer name and contact information is true and correct.
Customer acknowledges and agrees that Ednetics relies on the information supplied by Customer and
providing false or incorrect information may result in delays in the provision and delivery of Service(s)
and the suspension or termination of Service(s). Customer agrees to promptly notify Ednetics
whenever billing information changes, including, but not limited to, Customer's name, address, e-mail
address,telephone number, and credit card information, if appropriate.
3. Term Commitment. For each Service,the term commitment of the Service will begin as detailed within
the associated Service Attachment(s) unless Customer advises Ednetics in writing that Service is in
material non-compliance with the specifications contained in the Attachment(s) or Service Order(s), in
which case the term commitment for the Service will not commence until such time as Ednetics and
Customer mutually agree the issues with Service have been resolved and will continue for the number
of months/years set forth in the applicable Attachment(s)or Service Order(s)("Initial Service Term").
4. Fees and Charges. Customer shall pay for all Service(s) Ednetics supplies to Customer. Attachment(s)
and Service Order(s)specify the fees Customer will pay for Service(s) during the Service Term.The fees
on the invoice are categorized as "Monthly Charges", "Annual Charges" and "One Time Charges".
Monthly Charges will be billed monthly in advance, Annual Charges will be invoiced as defined within
the associated Service Attachment(s), and One Time Charges shall be billed as they occur. "Other
Charges",when and if applicable, are generally actual usage charges and may not apply to all services.
Ednetics will bill Customer and Customer will be responsible for other legal charges including, but not
limited to Federal, state, county, or local taxes and fees. Customer's invoice will reflect all taxes and
fees applicable to the Service(s) purchased.
5. Payment. Ednetics will provide Customer with invoices at defined intervals, as determined by the
underlying Service Attachment. Invoices are due and payable thirty(30)days from the invoice date(the
"Due Date"). In addition to monthly or annually recurring invoices, Customer may receive One-Time
Charge invoices for fees relating to the installation of new equipment incorporated into the underlying
Service, as well as for Support and other moves,adds or changes.The rate for these charges, if any,will
be identified within each Service Attachment. A late payment fee may be applied on balances
remaining unpaid thirty(30) days following the date of the invoice in the amount of one and one-half
percent(1Y2%) per month of the amount of the unpaid balance from the date of invoice. In addition to
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Appendix I I Master Agreement I Ver 2.1,06/20
the remedies contained in this Agreement, Ednetics reserves its right in law and equity including, but
not limited to, its rights under the Uniform Commercial Code.
6. Taxes. Customer hereby acknowledges and agrees all pricing for Service(s) and other charges due
hereunder, including sales taxes, duties,fees, levies or surcharges (including Universal Service Fund or
similar surcharges,when applicable) imposed by, or pursuant to the laws,statutes or regulation of any
governmental agency or authority, are the sole responsibility of Customer and shall be paid promptly
when due by Customer and Customer agrees to indemnify and hold Ednetics harmless from any
liability therefor. Except as set forth herein, all amounts payable by Customer under this Agreement
shall be made without any deduction or withholding and, except to the extent required by any law or
regulation,free and clear of any deduction or withholding on account of any tax, duty or other charges
of whatever nature imposed by any taxing or governmental authority. If Customer is required by any
law or regulation to make any such deduction or withholding, Customer shall, together with the
relevant payment, pay such additional amount as will ensure that Ednetics actually received and is
entitled to retain, free and clear of any such deduction or withholding, the full amount which it would
have received if no such deduction or withholding had been required.
7. E-Rate. For Customers participating in the Universal Service Administrative Company's (USAC) E-Rate
program, this Agreement, including Attachment(s) and Service Order(s), begin upon (i)their execution
by both Ednetics and Customer and (ii)Customer's approval to proceed with service via a signed Notice
to Proceed ("NTP"). Customer acknowledges the signed NTP affirms their acceptance of contractual
obligations for the duration of this contract,whether Customer has received E-rate funding or not.The
NTP is included with this agreement as Exhibit B, and is made a part of this Agreement by reference.
8. Unauthorized Use of the Service(s). Customer accepts full responsibility for the charges and fees
invoiced by Ednetics for the provision of all Service(s) to Customer regardless of whether Customer
authorized the use of the Service(s). Customer shall indemnify and hold Ednetics harmless from any
and all costs, expenses, damages, claims or actions arising from any fraudulent or unauthorized use of
Service(s). Customer shall not be excused from paying Ednetics for Service(s) provided to Customer or
any portion thereof on the basis that fraudulent use of Service(s)comprised a corresponding portion of
the Service(s)for which charges and fees are invoiced.
9. BACK-UP POWER. CUSTOMER ACKNOWLEDGES AND AGREES THAT IF ACCESS TO AND USE OF
SERVICE(S) IS DESIRED OR REQUIRED DURING A POWER OUTAGE, CUSTOMER IS SOLELY RESPONSIBLE
TO PROVIDE APPROPRIATE BACK-UP POWER TO ANY EQUIPMENT LOCATED ON CUSTOMER'S PREMISES
TO THE EXTENT SUCH EQUIPMENT MAY BE USED TO ACCESS AND USE OR IS OTHERWISE RELATED TO
THE USE OF SERVICE(S). EDNETICS SHALL NOT BE RESPONSIBLE OR LIABLE TO CUSTOMER OR ANY
THIRD PARTY FOR THE UNAVAILABILITY OF SERVICE(S) DURING A POWER OUTAGE AS A RESULT OF
CUSTOMER'S FAILURE TO PROVIDE NECESSARY BACK-UP OR SECONDARY POWER FACILITIES FOR USE
OF SERVICE(S).
10.Termination by Ednetics. In the event Customer is in breach of any terms of this Agreement, Ednetics
may provide written notice to Customer of such a breach, upon receipt of which Customer shall (i) have
ten (10) days to cure such breach if the breach is due to Customer's non-payment of all undisputed
charges by the Due Date or(ii)have thirty(30)days to cure all other breaches of this Agreement. If such
breach is not cured by Customer to Ednetics satisfaction, in its sole discretion, within the applicable
cure period set forth above, Ednetics may terminate this Agreement and the affected Attachment(s)
and/or Service Order(s), in whole or in part, and discontinue its provision of Service(s) under this
Agreement effective immediately pursuant to Section 12. Notwithstanding the foregoing, in the event
Customer's use of Service(s)violates the Ednetics AUP, Ednetics may suspend the provision of Service(s)
to Customer or terminate this Agreement and the affected Attachment(s) and/or Service Order(s), in
whole or in part, effective immediately.
11. Termination by Either Party. Either Party shall have the right to terminate Service(s)without liability
including early termination fees in the following instances; (i) if Ednetics is prohibited from furnishing
Service(s) under this Agreement. (ii) If Customer fails to obtain state or federal funding approval,
through no fault of Customer; however, negotiations for a new agreement must be initiated. The
requesting Party must provide thirty (30) days written notice to the other Party, which notice shall
include a request to negotiate a new agreement. If negotiations for a new agreement are not
successful and it was determined that the loss of state or federal funding was not the fault of
Customer, Ednetics will waive Early Termination Fees. (iii) If any material rate or term contained herein
is substantially changed by order of the highest court of any competent jurisdiction to which the matter
is appealed, the Federal Communications Commission, or other local, state, or federal government
authority. This does not apply to a decrease in state or federal funding, although Customer may
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Appendix I I Master Agreement I Ver 2.1,06/20
request to negotiate a new agreement as outlined in (ii). In all cases, Customer will remain responsible
for payment of the Service(s)up to the effective date of termination.
12. Early Termination Due to Default. If Service(s) are terminated by Customer or by Ednetics following
an uncured default by Customer prior to the end of the Service Term, then commencing on the
effective date of such termination, Customer will be subject to early termination fees equal to one
hundred percent(100%)of the remaining value of the Agreement("Early Termination Fees"). Customer
and Ednetics acknowledge and agree that (i) the Early Termination Fees are a fair and reasonable
estimate of damages that would occur in the event that the Agreement is terminated prior to the end
of the Service Term; (ii) actual damages incurred by Ednetics as a result of the early termination of the
Agreement would be difficult to determine; and(iii)the provisions regarding the Early Termination Fees
in this paragraph are reasonable and appropriate measures of the damages for such early termination
and not a penalty. Customer agrees to pay all such Early Termination Fees within thirty (30) days of
Customer's notice of termination of Service(s) immediately upon receipt of Ednetics last invoice to
Customer("Final Invoice"). All requests to terminate Service(s) must be received, in writing to Ednetics,
thirty (30) days prior to the termination effective date. A minimum of thirty (30) days will be billed to
Customer from the date that the termination notice is submitted.
13. Bill Disputes. Customer's billing disputes or requests for adjustment, together with all supporting
documentation, must be made in good faith and must be received in writing by Ednetics within ninety
(90) days from the date of the invoice or Customer's right to raise such billing disputes is waived.
Customer shall otherwise timely pay any undisputed amount. If Ednetics determines that a disputed
charge was billed in error, Ednetics will issue a credit to reverse the amount incorrectly billed. If
Ednetics determines the disputed amount was billed correctly, Ednetics will inform Customer of such
determination and provide Customer with proof of correct billing. If Customer does not accept such
proof as definitive, the dispute will be escalated for a supervisor review/resolution with Ednetics and
Customer in accordance with this Agreement. In the event that the escalated dispute is resolved
against Customer or in the event Customer accepts the foregoing proof as definitive (or if Customer
fails to notify Ednetics within thirty (30) days that Customer does not accept proof as definitive),
Customer shall pay the previously disputed amount within ten(10)days thereafter.
14. Resolution of Disputes. Except as otherwise provided, any dispute, controversy or claim (individually
and collectively referred to hereinafter as a "Dispute")arising under this Agreement shall be resolved in
accordance with the procedures set forth herein. In the event of a Dispute, and upon the written
request of either Party, each of the Parties shall appoint, within five (5) business days after a Party's
receipt of such request, a designated representative who has authority to settle the Dispute and who is
at the higher level of management than the persons with the direct responsibility for administration of
the Agreement.The designated representatives shall meet as often as they reasonably deem necessary
in order to discuss the Dispute and negotiate in good faith in an effort to resolve such Dispute. The
specific format for such discussions will be left to the discretion of the designated representatives;
however, all reasonable requests for relevant information made by one Party to the other shall be
honored. If the Parties are unable to resolve issues related to the Dispute within thirty(30) days after a
Party's request is made for appointment of designated representatives as set forth above, either Party
may seek any relief to which it is entitled,whether at law or in equity.
15. Upgrades and Downgrades. An "Upgrade" is defined as a change to Customer's existing Service(s)
agreed to by Ednetics resulting in an increase in Customer's Monthly or Annual Charges and/or One
Time Charges. Customer will be required to purchase the Upgrade for a term commitment that
extends to the end of Customer's existing Term or the Customer may extend their term by providing
written notification to Ednetics.A"Downgrade" is defined as a change to Customer's existing Service(s)
or partial disconnect agreed to by Ednetics that will result in a decrease in Customer's Monthly
Charges. If Customer Downgrades the Service(s) before the end of the Term and the Downgrade
results in more than a fifteen percent (15%) decrease in the Monthly or Annual Charges of the
Service(s)for which a Downgrade occurred, Ednetics, in its sole discretion, may charge Customer Early
Termination Fees. Customer shall provide Ednetics with thirty (30) days prior written notice for all
Downgrades. Any Downgrade of Service(s) must have a Term that extends at least to the end of the
Customer's existing Term. Upgrades and/or Downgrades of Service(s) may require a Service(s)Order.
16. Ednetics Owned Customer Premises Equipment.Any Equipment owned and installed by Ednetics to
perform or deliver Service(s) under the Agreement that was not purchased by the Customer, is the sole
property of Ednetics and is referred to as "Ednetics CPE." Ednetics has the right to access, maintain,
remove, replace or take any other action in connection with Ednetics CPE at any time for any reason.At
all times, Customer shall: (i) refrain from physically tampering with or modifying Ednetics CPE, or
Ednetics Inc.888-809-4709 I EN-36-WACAUB-120820 6
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authorizing another to do so; except to modify wiring supplied to the CPE; and (ii) provide Ednetics with
reasonable, sufficient, and necessary access to Customer's facilities in order for Ednetics to fulfill its
obligations under this Agreement.Customer shall provide Ednetics reasonable and necessary access to
Ednetics CPE at all reasonable times in the event Ednetics needs to retrieve Ednetics CPE during or
upon the expiration or termination of the applicable Service Term. Customer also agrees to cooperate
with Ednetics in all communications with the property owner at the Customer's premises if requested
by Ednetics even after the expiration or termination of the applicable Service Term so that Ednetics
may retrieve physical possession of Ednetics CPE. Customer shall be responsible for any damages to
Ednetics CPE caused by Customer,their end-users or any Customer authorized third party. Ednetics will
not be responsible for any interference or interruption in Service(s) related to or caused by Customer
CPE. Customer is responsible for the initial and ongoing configuration of any equipment provided by
Customer. If any equipment provided by Customer is not compatible or may not be used with the
Service(s) and Customer terminates this Agreement or Service(s) as a result, Customer will be
responsible for all Non-Recurring Charges for Service(s)that are noted on the Service Order(s) as well
as any third-party costs Ednetics may have incurred.
17. Limitation of Liability. Ednetics shall not be liable or responsible for any of the following: (i) the
content of the information passing over Ednetics network;(ii)the Internet or any information contained
thereon; (iii) unauthorized access to Customer transmission facilities or to Customer owned
equipment; (iv) unauthorized access or damage to, alteration, theft, destruction, deletion, failure to
store or loss of customer records or data; (v) claims for damages caused by Customer through fault,
negligence or failure to perform Customer's responsibilities; (vi) claims against Customer by any other
party; or(vii)any act or omission of any other party furnishing services to Customer, or the installation
and/or removal of any and all equipment supplies by any other services provider; or (viii) incorrect
publication of listings or phone number in the directory, if applicable. Notwithstanding the foregoing,
the liability of Ednetics, if any, for damages arising out of mistakes, omissions, interruptions, delays,
errors, or defects in the Service(s) or equipment provided by Ednetics, if any, or for breach or
warranties set forth in this Agreement, shall in no event exceed the Monthly Charges, or pro-rated
Annual Charges, for Service(s) that are the subject of the claim. IF ANY LIABILITY IS IMPOSED ON
EDNETICS, SUCH LIABILITY SHALL BE LIMITED AS PROVIDED IN THIS AGREEMENT, WHICH SHALL BE
EDNETICS SOLE AND EXCLUSIVE LIABILITY REGARDLESS OF WHETHER LOSS OR DAMAGE IS CAUSED BY
PERFORMANCE, NON-PERFORMANCE, OR NEGLIGENCE OF EDNETICS UNDER THIS AGREEMENT.
EDNETICS SHALL HAVE NO LIABILITY TO CUSTOMER OR ANY THIRD-PARTY FOR OR WITH RESPECT TO
ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL, OR PUNITIVE DAMAGES OF ANY NATURE OR
FOR THE LOSS OF REVENUE, LOST PROFITS, LOSS OF BUSINESS, LOSS OF PROSPECTIVE OR POTENTIAL
BUSINESS OR ECONOMIC LOSS OF ANY KIND FOR ANY REASON WHATSOEVER, REGARDLESS OF
WHETHER EDNETICS IS INFORMED OF THEIR POSSIBILITY.
18. Liability of Customer. In the event any claim, demand, lawsuit or liability is made or asserted against
Ednetics or any of the officers of Ednetics by any third-party and the same arises out of, or is directly or
indirectly related to, or is caused by any act or omission of Customer, then, and in such event,
Customer shall indemnify, defend and hold harmless Ednetics and its officers, agents and
representatives of and from any and all such claims, demands, causes of actions and liability, including
the payment of reasonable attorneys'fees to defend such action.
Ednetics Inc.888-809-4709 I EN-36-WACAUB-120820 7
Appendix I I Master Agreement I Ver 2.1,06/20
19.Warranties. EDNETICS DOES NOT WARRANT UNINTERRUPTED OPERATION OF THE SERVICE(S) AND
SPECIFICALLY DISCLAIMS ANY OTHER WARRANTIES NOT MADE IN THIS AGREEMENT, EITHER
EXPRESSED OR IMPLIED, INCLUDING THE WARRANTIES OF TITLE, MERCHANTABILITY AND FITNESS FOR
PARTICULAR PURPOSE. EDNETICS DOES NOT WARRANT AND DOES NOT ASSUME ANY LIABILITY FOR
ANY CONSEQUENCES SUFFERED BY ANY PERSON AS A RESULT OF OBTAINING INTERNET ACCESS
INCLUDING, WITHOUT LIMITATION, DAMAGES ARISING FROM INTERNET CONTENT OR FROM
COMPUTER VIRUSES.
20. Safeguarding Customer Proprietary Network Information. Ednetics considers Customer
Proprietary Network Information("CPNI")as confidential. Ednetics will not share information specific to
our Customers and/or their network with anyone other than the authorized representative(s) of
Customer unless Customer sends written authorization to their Ednetics account manager. Such Letter
of Authorization(LOA)must be signed by Customer's authorized representative stating the information
Ednetics is to provide and to what party and/or company Ednetics is to disclose the information to
upon request. This procedure extends during the term of the contract and will continue after the
contract expires.
21. Transfer and Assignment. Customer may not sell, assign or transfer any of Customer's rights or
obligations under this Agreement without Ednetics prior written consent. Ednetics may assign this
Agreement upon notice to Customer.
22. Force Majeure.Any delay, interruption or nonperformance of any provision of this Agreement on the
part of Ednetics caused by conditions beyond Ednetics reasonable control shall not constitute a breach
of this Agreement and the time for performance of such provision shall be deemed to extend for a
period equal to the duration of the conditions preventing performance.Such examples include, but are
not limited to, acts of God, acts of civil or military authority, terrorist acts, riots, insurrections,
epidemics, power blackouts, fire, explosion, vandalism, cable cut, adverse weather conditions,
earthquakes, nuclear accidents,floods,governmental action, moratoriums or injunctions related to the
construction and shortage of labor and materials(collectively a Force Majeure Event).
23. Governing Law and Venue. This Agreement shall be construed and governed in accordance with the
laws of the state Customer is located in and venue for any actions arising under this Agreement shall
be in the courts of county jurisdiction or the state Customer is located in, as appropriate.
24. Non-Disclosure and Publicity. The parties understand and acknowledge that if Customer is a
governmental entity, State Laws and E-Rate program regulations may require Customer to disclose
certain information relating to, but not limited to, their services, finances and E-rate applications.
Customer shall not disclose the terms and conditions of this Agreement to any unnecessary third party
without the prior written consent of Ednetics, except as required by law.
25. Entire Agreement. This Agreement is the complete agreement between the Parties, concerning any
Service(s) provided by Ednetics hereunder, and replaces any prior oral or written communications
between the Parties. Except for prior obligations of confidentiality and/or nondisclosure, there are no
conditions, understandings, agreements, representations, or warranties, expressed or implied, which
are not specified in this Agreement.
26.Addition/Modification. This Agreement and all attachments may only be modified, amended or
waived through an amendment signed by an authorized employee of each Party.
27. Severability. In the event that any of the terms of this Agreement, which includes all attachments, or
the applications of any such term shall be invalid by any court of any competent jurisdiction, the
remaining terms of this Agreement or their application shall not be affected thereby and shall remain
in full force and effect.
28. Counterparts.This Agreement may be executed in any number of counterparts, each of which shall be
an original, but all of which together shall constitute an Agreement. Facsimile signatures and electronic
signatures (including electronically transmitted signed documents) shall be accepted and treated the
same as an original.
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Appendix I I Master Agreement I Ver 2.1,06/20
29. Notices.All notices, requests, demands or other communications which are required or may be given
pursuant to the terms of this Agreement shall be in writing and shall be deemed to have been duly
given (i)on the date of delivery if personally delivered by hand, (ii)upon the third day after such notice
is (a) deposited in the United States mail, if mailed by registered or certified mail, postage prepaid,
return receipt requested, or (b) upon the first business day following deposit if sent by overnight
delivery by a nationally recognized overnight express courier, or (iii) by facsimile upon written
confirmation (other than the automatic confirmation that is received from the recipient's facsimile.
machine)of receipt by the recipient of such notice.
Please complete this information.
Notices to Ednetics: With a copy to: If to Customer:
Ednetics, Inc. Ednetics, Inc.
Attn: Lisa Tucker Attn:Travis Pettyjohn
971 S. Clearwater Loop 971 S. Clearwater Loop
Post Falls, Idaho 83854 Post Falls, Idaho 83854
T(208)618-4050 T(208)777-4709
F(208)619-4161 F(208)777-4708
The Parties have caused this Master Agreement to be executed by their respective duly authorized
representatives as of the last date signed below("Effective Date").
EDNETICS, INC. CUSTOMER
BY:'Shawn�//()114/ep 24:/26:20PDT) B+:
Name: Shawn Swanby Name:
Title: CEO Title:
Date: 09/23/2020 Date:
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Appendix I I Master Agreement I Ver 21,06/20
29. Notices.All notices, requests, demands or other communications which are required or may be given
pursuant to the terms of this Agreement shall be in writing and shall be deemed to have been duly
given (i)on the date of delivery if personally delivered by hand,(ii) upon the third day after such notice
is (a) deposited in the United States mail, if mailed by registered or certified mail, postage prepaid,
return receipt requested, or (b) upon the first business day following deposit if sent by overnight
delivery by a nationally recognized overnight express courier, or (iii) by facsimile upon written
confirmation (other than the automatic confirmation that is received from the recipient's facsimile
machine)of receipt by the recipient of such notice.
Please complete this information.
Notices to Ednetics: With a copy to: If to Customer:
Ednetics, Inc. Ednetics, Inc.
Attn: Lisa Tucker Attn:Travis Pettyjohn
971 S. Clearwater Loop 971 S. Clearwater Loop
Post Falls, Idaho 83854 Post Falls, Idaho 83854
T(208)618-4050 T(208)777-4709
F(208)619-4161 F(208)777-4708
The Parties have caused this Master Agreement to be executed by their respective duly authorized
representatives as of the last date signed below("Effective Date").
EDNETICS, INC. CUSTOMER
By: By: `
Name: Name: %;‘,Ilk Istiatj
Title: Title:
Date: Date: et, % ZD
Ednetics Inc.888-809-4709 l EN-36-WACAUB-120820 9
AppendixI I Master Agreement Ver2.1,06/20
EXHIBIT A I EDNETICS ACCEPTABLE USE POLICY
1. General. Ednetics does not actively monitor nor does Ednetics exercise editorial control over the
content of any web site, electronic mail transmission, mailing list, News Group or other material
created or accessible over Ednetics network. However, Ednetics reserves the right to remove any
materials that, in Ednetics sole discretion, are potentially illegal, may subject Ednetics to liability, or
violate this Acceptable Use Policy("AUP"). Such material may include, but is not limited to, material that
is inappropriate, obscene (including child pornography), defamatory, libelous, threatening, abusive,
hateful, or excessively violent.Any violation of this AUP may result in the suspension or cancellation of
Ednetics Service(s) without liability to Ednetics. Channeling any part of any such activity through
Ednetics network resources shall constitute a violation of this AUP.
2. SPAM. Ednetics prohibits the transmission, distribution or storage of unwanted or offensive content.
Prohibited transmissions include without limitation, viruses, Trojan horse programs, messages which
include character sequences intended to control the recipient's computer or display screen, make
money fast schemes, pyramid or chain letters, fraudulent offers, threats, harassment, defamation,
postings to a newsgroup in violation of its rules, charter or FAQ, unsolicited advertising (whether
commercial or informational) and unsolicited e-mail ("SPAM"). Ednetics strongly opposes SPAM which
floods the Internet with unwanted and unsolicited e-mail and deteriorates the performance and
availability of the Ednetics network. All forms of SPAM and all activities that have the effect of
facilitating SPAM are strictly prohibited. Violation of this provision will result in termination of any
applicable Service Order(s) and/or Customer's entire Agreement. In the event any of the above occurs,
Ednetics will provide notice pursuant to Section 11 of the Master Agreement and assist Customer
where possible; however, if such prohibitive activities have the immediate potential to harm Ednetics
network or are harming Ednetics network and/or other customers are experiencing issues due to the
above activities, Ednetics, in its sole discretion, will take any action itdeems necessary to prevent the
transmission, distribution or storage of SPAM and to protect its network.
3. Unlimited Voice Services. Customer agrees to use the unlimited service plan for traditional voice or
fax calling of duration comparable to that of an average business customer. Customer agrees they will
not employ methods, devices or procedures to take advantage of the unlimited service plan by using
the voice or fax services excessively or for means not intended by Ednetics. Excessive use is defined by
Ednetics as use that substantially exceeds the average call duration used by all other Ednetics unlimited
voice service plans caused by excessive local number conference calling, monitoring services, data
transmissions of broadcasts or transmission of recorded material. Ednetics has the right to terminate
Customer's Service if, in its sole discretion, Ednetics determines that that Customer's use of the
unlimited plan violates this prohibition or is otherwise "unreasonable" or results in abuse of the
unlimited minute service plan.
a. Examples of"unreasonable" use are:
i. Re-sell, re-brand, re-supply, re-market or commercially exploit the unlimited service plan,
without written consent, in order to aggregate traffic from more than one customer over an
unlimited line or trunk;
ii. Set-up routing functionality such that only outbound long-distance traffic is sent over the
unlimited service; or
iii. Engage in any other conduct,which is fraudulent or results in significant network congestion or
degradation.
b. Examples of"abusive" use are:
i. Autodialing;
ii. Continuous, repetitive or extensive call forwarding;
iii. Continuous call session connectivity;
iv. Fax broadcasting;
v. Fax blasting;
vi. Telemarketing; or
vii. Any other activity that would be inconsistent with reasonable business use that may cause
network congestion or jeopardizes the integrity of Ednetics.
Ednetics Inc.888-809-4709 I EN-36-WACAUB-120820 10
Appendix I Exhibit A Ednetics Acceptable Use Policy Ver 2.0,12/19
4. Lawful Purposes Only. Customer may use Ednetics Services for lawful purposes only. Customer may
not use Ednetics Service or equipment in any way that is illegal, improper, or inappropriate. Illegal,
improper or inappropriate uses of Ednetics Services and/or equipment include the following:
a. Interfering with the ability to provide service to the Customer or other customers;
b. Use of the Service to threaten, abuse, harass, defame, deceive, defraud, interfere or invade
another's privacy or engage in any similar behavior;
c. Use of the Service to impersonate another person,send bulk unsolicited messages, use data mining
techniques, or other automated devices or programs to catalog, download, store, or otherwise
reproduce or distribute information from Ednetics or use any automated means to manipulate the
service; or
d. Use the Service for transmitting or receiving any communication or material of any kind which
would constitute a criminal offense, give rise to a civil liability, or otherwise violate and applicable
local, state, national or international law or encourage conduct that would constitute a criminal
offense, give rise to a civil liability, or otherwise violate any applicable local, state, national or
international law.
5. Right of Termination. Ednetics reserves the right to terminate the Service immediately and without
advance notice if Ednetics, in its sole discretion,discovers or reasonably believes Customer has violated
any of the above restrictions.
6. Theft of Service. Customer may not use or obtain the Service in any manner that avoids Ednetics
policies and procedures, including an illegal or improper manner. Customer will notify Ednetics
immediately in writing if Customer believes the Service is stolen, used fraudulently, or otherwise being
used in an unauthorized manner. If Customer notifies Ednetics of one of these events, Customer must
provide an account number and a detailed description of the circumstances of the theft, fraudulent
use, or unauthorized use of the Service.
7. Revisions to this Acceptable Use Policy. Ednetics reserves the right to revise, amend, or modify this
AUP at any time in any manner.Any revision,amendment, or modification will be effective ten(10)days
after Ednetics publishes such revision,amendment, or modification.Your continued use of our Services
after such revision, amendment, or modification shall constitute your acceptance of the modifications
to the AUP. Therefore, it is important that you review this AUP from time to time. IT IS YOUR
RESPONSIBILITY TO CHECK EDNETICS PORTAL AT https://portal.ednetics.com REGULARLY, AS ALL OR
ANY PART OF THIS AUP MAY CHANGE WITHOUT NOTICE. If you have questions about the AUP, or about
your rights and responsibilities, please contact your Account Manager.
Ednetics Inc.888-809-4709 I EN-36-WACAUB-120820 11
Appendix I Exhibit A I Ednetics Acceptable Use Policy I Ver 2.0,12/19
EXHIBIT B I NOTICE TO PROCEED
This Notice to Proceed acts as Customer's Contract activation and receipt of Customer's firm approval to
proceed with any service delivery activities, and will be considered as such upon execution by Customer's
authorized party below. By signing this form, you are providing consent for Ednetics to proceed with the
following Contract(s):
•
Service Name Description Contract# • Customer Requested Start Date
Ednetics Network Base Contract EN-36-WACAUB-120820
Upon receipt of the signed Contract and signed Notice to Proceed, Ednetics will begin the work necessary
to deliver your services.
Customer further understands and agrees any one-time installation charges, and all monthly or annually
recurring charges as defined within the Contract(s), are Customer's firm contractual obligation for the
duration of the Contract(s),whether Customer does or does not receive E-Rate funding,when applicable. If
Customer cancels this Notice to Proceed, termination fees may apply, as referenced in the Terms and
Conditions of the Contract.
City of Auburn
C TOMER '' ENTATIVE SI` NATURE
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Ednetics Inc.888-809-4709 I EN-36-WACAUB-120820 12
Appendix I Exhibit B I Noice to Proceed I Ver 2.0,12/19
ATTACHMENT D I EDNETICS NETWORK
For purposes of this Attachment,the term Service(s)shall mean a variety of products and services available
for use in transporting information within customer-designated facilities as furthered defined in Section 1.
Ednetics service(s) include equipment and service(s)integral to performance or delivery of Service(s)under
this Attachment,such as maintenance and technical support. Ednetics will provide Service(s)as referenced
in accordance with the terms of the Master Agreement and this Attachment.
1. Ednetics Network Packages. Ednetics Network is available in three distinct packages: Ednetics
Network, Ednetics Network Wide Area Network (WAN), and Ednetics Network Wireless Local Area
Network (WLAN). Collectively, these packages are referred to as Service(s) or Ednetics Network
Service(s).
a. Ednetics Network is an enhanced support and management service for the delivery of broadband
services within a customer's facilities. Ednetics Network provides technical support, proactive
monitoring and management of customer owned infrastructure and/or provisioned network
services. Ednetics Network includes remote support for moves, adds and changes to existing
network infrastructure, network documentation control, configuration management, configuration
backup and equipment failure support.
b. Ednetics Network Wide Area Network(WAN) is an enhanced support and management service
for the delivery of broadband services within a customer's WAN facilities. WAN provides the
management and operations of customer owned infrastructure used to light self-provisioned or
dark fiber networks. WAN includes remote support for moves, adds and changes to existing WAN
network hardware, network documentation control, configuration management, configuration
backup and equipment failure support.
c. Ednetics Network Wireless Local Area Network (WLAN) is an enhanced support and
management service for Customer owned Meraki wireless network. WLAN covers the operation,
configuration, and maintenance for the Meraki Dashboard and associated Meraki hardware. Switch
ports and uplinks to Customer's LAN are the responsibility of Customer to maintain unless
otherwise identified within a service order.
2. Supported Infrastructure Eligibility. Customer acknowledges in order to receive the full monitoring
and support benefits as outlined in Section 1, infrastructure and/or equipment must support SNMP V2
or SNMP V3 and must be manufactured by the following:
a. Switching: Cisco, Cisco Meraki, Hewlett Packard Enterprise(HPE)/Aruba
b. Wireless:Cisco, Cisco Meraki, Hewlett Packard Enterprise(HPE)/Aruba
c. Routers: Cisco ISR,Cisco ASR
d. Security:ASA, FTD, Cisco Meraki MX
3. E-Rate Customers. Customers participating in the Universal Service Administrative Company(USAC) E-
Rate program acknowledge the following:
a. Agreement Year. The Agreement year is defined as beginning on July 1 of the funding year
corresponding to Customer's USAC Funding Request.
b. Service Availability. Service will be delivered to the Customer on or before July 1 of the funding
year corresponding to Customer's USAC Funding Request.
c. Service Term. Customer understands the full Service Term of the Agreement will begin upon the
Start Date identified by the Customer on their completed Notice to Proceed.
d. Invoices. Customer will receive their initial invoice on the Service Start Date identified upon their
completed Notice to Proceed. Subsequent invoices will be generated annually on the anniversary of
the Agreement Year,to align with E-Rate funding cycles,for the remainder of the Contract term.
4. Higher Education, Government, Commercial and other Non E-Rate Customers. For All Customers
not participating in the USAC E-Rate program,the following will apply:
a. Agreement Year. The Agreement year will begin upon the Date identified on the Customer's
Completed Notice to Proceed (NTP).
b. Service Availability. Service will be available to the Customer on the Date identified on the
Customer's completed Notice to Proceed (NTP).
c. Service Term. The Service Term of the Agreement will begin upon the Start Date identified by the
Customer on their completed Notice to Proceed.
d. Invoices.The Customer will be invoiced annually on the anniversary of the Agreement Year for the
remainder of the Contract term.
Ednetics Inc.888-809-4709 I EN-36-WACAUB-120820 13
Attachment D I Ednetics Network I Ver 2.1,06/20
5. Equipment Procurement. Ednetics Network allows, but does not obligate, the Customer to procure
new equipment through this contract. Procurement includes, but is not limited to, firewalls, network
switching equipment, wireless controllers, wireless access points, servers and associated software
licensing as required to provide a complete solution. All equipment must be purchased for ownership
and use by the customer identified in this contract. Pricing for the procurement of network equipment
is as follows:
a. Data Cabling. Customer may procure data cabling from Ednetics as needed based on the rates
identified in this contract.
b. American Power Conversion (APC). Customer may procure APC uninterruptable power supply
(UPS)equipment at a minimum discount rate of ten percent(10%)off the published list price for the
duration of this contract.
c. Tripp Lite. Customer may procure Tripp Lite UPS equipment and accessories at ten percent(10%)
off published list price for the duration of this contract.
d. Cisco Systems. Customer may procure Cisco equipment at a minimum discount rate of thirty-five
percent(35%)off the published list price for the duration of this contract.
e. HPE/Aruba. Customer may procure Hewlett Packard Enterprise/Aruba switch and wireless
equipment at a rate of twenty-five percent(25%)off the published list price for the duration of this
contract.
f. Ednetics. New service procurement will include installation and configuration costs for new
services based on a scope of work identified in the Service Order(s)using a rate of one hundred and
fifty dollars($150)per hour unless otherwise stated.
6. New Equipment. Customer may choose to either self-install or contract with Ednetics to configure and
install any new equipment supported by the Service(s) as defined in Section 1. Once new equipment
has been installed into the customer network, it will be supported under this agreement as part of the
managed network service upon notification of completion from Customer. Customer understands
Ednetics will only support legitimately sourced equipment purchased through an authorized reseller of
said equipment.
7. Service Provisioning. Ednetics Network allows the Customer, but does not obligate them,to provision
network infrastructure as a Service through this Agreement.This includes, but is not limited to, network
switch equipment, wireless access points, wireless controllers, firewalls, servers, associated software
licensing and installation services as required to provide a complete solution. For Service Orders
including a term length greater than one (1) year, a purchase exceeding Ten-Thousand Dollars
($10,000.00) is required. All provisioned services, other than Network Accessories and Data Cabling
identified below, are used to provide the Service(s) and remain the property of Ednetics for the
duration of the Agreement term. Full ownership of all provisioned equipment will transfer to the
Customer at the end of the Agreement term. All provisioned services are subject to the Ednetics
Network Support Agreement ("NSA") referenced in Section 13 and attached hereto as Exhibit A. All
provisioned services require acceptance of a Service Order(s)for each instance.
a. Network Accessories. Customer may provision network accessories from Ednetics as needed to
support the delivery of internal broadband service. These accessories include items such as, patch
cables, UPS equipment, network racks, etc. All accessories are owned by Customer at time of
payment and are not subject to the Ednetics NSA nor considered the property of Ednetics.
b. Data Cabling. Customer may provision data cabling from Ednetics as needed to support the
delivery of internal broadband service. Data cabling is invoiced as either an initial one-time charge
or an annual charge as described in Section 9. All data cabling is owned by Customer at time of
payment and is not subject to the Ednetics NSA nor considered the property of Ednetics.
c. Cisco Systems. Customer may provision Cisco equipment at a rate of thirty-five percent(35%) off
the published list price for the duration of this contract.
d. HPE/Aruba. Customer may provision Hewlett Packard Enterprise/Aruba switch and wireless
equipment at a rate of twenty-five percent(25%) off the published list price for the duration of this
contract.
e. Ednetics. New service provisioning will include installation and configuration costs for new services
based on a scope of work identified in the Service Order(s) using a rate of one hundred and fifty
dollars($150) per hour unless otherwise identified.
8. Ednetics Network Pricing Structure. Customer must purchase Service(s) as an entire organization
(i.e.School District). Pricing for Service(s)is structured as follows.
a. K-12 Education. Service(s) pricing is determined as a cost per student on an annual basis. Pricing
may be adjusted upward annually based on enrollment data identified in customer's E-Rate 470 /
Ednetics Inc.888-809-4709 I EN-36-WACAUB-120820 14
Attachment D Ednetics Network I Ver 2.1,06/20
471 application preceding the agreement year by up to six (6) months. If customer has not filed a
470 or 471 application, any public enrollment data preceding the agreement year may be used.
b. Non K-12. Service(s) pricing is set forth at the start of the Agreement. Pricing may be adjusted
upwards if new facilities are added during the Agreement period.
9. Provisioning Pricing Structure. Ednetics NetworkTM' Provisioned Service Orders may be paid in
advance or paid annually in equal payments, beginning at the start of the term and on each
anniversary for the remainder of the Service Order term. For Non-E-Rate Customers only, Service
Orders may also be financed in full by the Customer through a third-party finance partner of Ednetics.
10. Prices. Prices do not include applicable taxes, insurance,or third-party setup fees,services or materials
unless specifically stated.Supply is subject to availability. Ednetics does not bill shipping charges unless
otherwise stated.
11.Term Renewal. Upon expiration of the Initial Service Term and as long as Customer is not in default of
the terms of this Agreement, Customer may extend their Service(s) under the same terms and
conditions as their initial term for a period of one (1) additional three (3) or five (5) year term upon
notification to Ednetics in writing at least thirty(30)days prior to the expiration of the Service Term.
12. Early Termination of Network Services and/or Provisioned Service(s) Orders. Early termination
without cause will result in Early Termination Fees equal to one hundred percent (100%) of the
remaining value of the Agreement(s) and any associated Service Orders. Customer must provide
written notice of their intent to terminate this Agreement at least thirty(30)days prior to the requested
termination date.
13. Network Support Agreement (NSA). Ednetics NSA identifies performance guaranties for Ednetics
Network.The NSA is applicable to Ednetics Network Service(s) and provisioned services only. Warranty
of Customer owned hardware is not provided. For additional information, please refer to Ednetics NSA
attached hereto as Exhibit A and incorporated herein by reference.
14. Equipment Warranty. Warranty of customer owned or procured equipment is not provided in this
contract. Customer may choose to obtain manufacturer equipment warranties at an additional cost.
15. Software Updates. If, during the course of normal troubleshooting, it is determined a software update
needs to be performed to fix a defect, Ednetics will perform the upgrade as part of the agreement,
provided the device is entitled to the update by the manufacturer. Any software updates requested
outside of the course of troubleshooting would not be covered under this Agreement.
16. Moves,Adds and Changes. Ednetics Network includes services for remote support of all moves, adds
and changes as required for the operation of customer's network infrastructure.
17. Installation Services. Ednetics Network does not include the physical installation or initial
configuration of new equipment. New equipment may be self-installed by Customer, installed by
Ednetics at the rates identified in this Agreement, or installed as part of a project outside of this
Agreement. Self-Installed equipment will be supported under the Network Support Agreement (NSA)
once Customer provides the make, model, IP address, and credentials of the device(s)to be supported
to Ednetics. Ednetics will perform any necessary configurations required to monitor, maintain, and
operate the equipment once the information required to do so is received from Customer.
18. Backup. Ednetics Network provides offsite backup of all network configurations and will protect the
security of configuration backups, as stated in Section 21 of Appendix 1.
19. Exclusions.Any part, material,service or item not explicitly included in this document is excluded from
the proposal.
By your signature below,you are confirming your acceptance of the product specific terms and conditions
above.
CUSTOMER
By: ► •_,._ _ .. .
Name: \c-i- _
Title: V '
Date: ‘201 Nab
Ednetics Inc.888-809-4709 I EN-36-WACAUB-120820 15
Attachment D I Ednetics Network I Ver 2.1,06/20
EXHIBIT A I NETWORK SUPPORT AGREEMENT
This Ednetics Network Support Agreement("NSA")is in addition to the underlying Ednetics Network Terms
and Conditions,which is incorporated herein by reference.
General.
• Ednetics Support("Support") is 24 hours a day, 7 days a week, and 365 days a year.The Support Desk
may be reached at(877)809-4610 or through email at supportPednetics.com.
• Scheduled maintenance windows will be agreed upon between Ednetics and Customer. Routine
maintenance will generally be scheduled outside of Customer's standard operating hours.
• Notification of a planned outage will generally be provided 48 hours in advance, unless emergency
maintenance is being performed and no advance notice is possible.
• Ednetics will provide customer with a list of all software updates scheduled to be performed during
maintenance windows at least 48 hours in advance. If updates are performed as part of an emergency
maintenance event Ednetics will provide a list of any software updates at the conclusion of the event.
Overview of Ednetics NSA and Metrics.
1. Ednetics NSA offers the following commitments:
a. Network Availability
b. Time to Respond ("TTR")to your request
c. Proactive Outage Notification
d. Ednetics NSA Metrics("Metric(s)"):
Parameter Metric
Ednetics Network Service Availability 99.95%
TTR(Non Service Affecting Support Request) 4 hours
TTR(Service Affecting Support Request) 2 hour
TTR(Moves,Adds,Change Support) 24 hours
TTR(Emergency Moves,Adds,Change Support) 4 hours
Proactive Outage Notification 1 hour
On-Site Hardware Support I NBD*
*NBD, Next Business Day for Ednetics Provisioned Equipment. Replacement of Customer-owned
equipment is subject to the terms of Manufacturer warranties.
2. Availability. When Service is not available as defined herein, an outage ("Outage") has occurred. If
multiple Service components are unavailable due to a single component, Ednetics will only consider the
Outage of the affected key component in its calculation of Availability. Affected components attached
logically or physically to that key component are not considered as unavailable. Service is considered
available if the network is available to pass data whether data is passed or not. Ednetics will evaluate
each Trouble Ticket for appropriate corrective action and Customer will be informed of the status of
each closed ticket even where Ednetics Network is found to be within normal operating parameters.
a. Performance degradation, such as slow data transmission is not considered an Outage for
purposes of Proactive Outage Notification and Network Availability calculations.
b. The Availability Metric applies to all components provisioned through an Ednetics Network Service
Order under this agreement.
c. The Availability Metric applies to all Customer-owned equipment identified by Ednetics as
supportable ("Supportable") during the discovery phase. Supportable equipment identified by
Ednetics is listed in Schedule A, which is made a part of this NSA by reference. Customer-owned
equipment is supported based on best effort and any 3rd party warranties Customer may have on
the equipment.Warranty of Customer-owned hardware is not provided by Ednetics.
d. The Availability Metric does not apply to Customer-owned network equipment. Customer may
choose to obtain manufacturer equipment warranty at additional cost. Ednetics will only provide
services for management of existing manufacturer warranty claims, coordination of equipment
Ednetics Inc.888-809-4709 I EN-36-WACAUB-120820 16
Attachment D Exhibit A I Network Support Agreement I Ver 2.0,12/19
replacement, installation and restoration of network functionality.
e. Performance degradation caused by factors other than failure or malfunction of equipment
covered by this NSA is not considered an Outage for purposes of Proactive Outage Notification and
Network Availability calculations.
f. The Availability Metric does not apply in the event the Outage is caused by an event, equipment, or
other cause that is outside the control of Ednetics and as outlined in the Master Agreement at
Section 22.
3. Time to Respond ("TTR").TTR is the time to respond to an open support case for a component used
to provide the Service. Ednetics will complete change management requests within twenty four (24)
hours of the change being scheduled with Customer,or within four(4)hours if designated by Customer
as an emergency. Emergency changes must be requested by Customer's submission of a high priority
trouble ticket or by notifying Ednetics Support to escalate an existing case to high priority.
4. Proactive Outage Notification. Ednetics will notify Customer's primary point of contact by e-mail or
phone call within sixty(60)minutes of the discovery of an outage.
a. The start point will be defined as the time when a device stops responding on the network. Ednetics
will receive alerts on this condition and respond accordingly.
b. Periods resulting in whole or in part from performance degradation due to remotely measureable
network conditions or trends on Customer identified interfaces included on Schedule A, will be
escalated appropriately. Network conditions not able to be remotely monitored, such as slow or
reduced data transmission rates,are not included in the Proactive Outage Notification Metric.
c. The time to reach Customer point of contact resulting from Customer unavailability due to incorrect
contact information or other cause is not included in the Proactive Outage Notification Metric.
5. Escalations. All Support cases are important, however tickets of a service affecting nature
("Emergency"), such as an Outage will be tagged as ' high priority' in the ticket system. When a high
priority ticket is created, the ticketing system automatically sends notifications to 2nd and 3rd tier
engineering groups and to management.These cases receive automatic escalation, and the details are
relayed by Support Desk staff to the upper tier engineers. At that point a plan of action is created,
Customer is contacted and the details of the action plan are relayed. Management is kept informed
during the process. Customer may escalate an existing case to high priority if the situation worsens to
an Emergency or Service Affecting Support Request. This is done by contacting our Support Desk. The
Support Desk will further escalate the ticket.
6. General Exclusions.The following exclusions apply to all Service Metrics contained in this document:
a. Metric is not met due to any act or omission on the part of Customer, its contractors or vendors, or
any other entity over which Customer exercises control, or has the right to exercise control,
including without limitation, disconnection of power.
b. Metric is not met due to an Internet outage.
c. Metric is not met due to a Force Majeure event,as outlined in the Master Agreement at Section 22.
d. Metric is not met due to scheduled maintenance by Customer or entities under Customer's
direction or control.
e. Metric is not met due to delays contacting the Customer which are directly attributable to the
Customer or as outlined in the Master Agreement at Section 22.
f. The time to reach Customer point of contact resulting from Customer unavailability due to incorrect
contact information or other cause is not included in the Proactive Outage Notification Metric.
g. Metric is not met due to performance impacting issues related to or resulting from (but not limited
to) rogue network devices,viruses,worms, loss of power due to Customer UPS failure or Customer
caused power loss, unmanaged network devices or unmanaged devices attached to the LAN that
are not part of the Ednetics Network Service.
Ednetics Inc.888-809-4709 I EN-36-WACAUB-120820 17
Attachment D ExhibitA I Network Support Agreement I Ver 2.0,12/19
Addendum No. 1
Ednetics Network"'
EN-36-WACAU B-120820
This Addendum is entered into between City of Auburn and Ednetics for the purpose of adding and/or
changing negotiated terms and conditions to Ednetics Network Agreement No. EN-36-WACAUB-
120820 ("Agreement"). This Addendum, when signed by both Parties, becomes a part of the
Agreement by reference.
The negotiated terms and conditions below change Appendix I I Master Service Agreement Sections
11 and 18.The"Partial Section Changes"are identified in bold font below.
Appendix I I Master Service Agreement
11. Termination by Either Party. (Partial Section Changes). Either Party shall have the right to
terminate Service(s) without liability including early termination fees in the following instances; (i) if
Ednetics is prohibited from furnishing Service(s)under this Agreement. (ii) If Customer fails to obtain
City, state or federal funding approval, including the non-availability of funds,through no fault of
Customer; however, in the event this occurs, Customer agrees to not purchase, lease, rent, or
otherwise acquire or contract for services to perform the same functions as, or functions
taking the place of,those performed by Ednetics NetworkTM'for a period of twelve(12)months.
The requesting Party must provide thirty(30)days written notice to the other Party,which notice shall
include a request to negotiate a new agreement. If negotiations for a new agreement are not
successful and it was determined that the loss of City, state or federal funding was not the fault of
Customer,Ednetics will waive Early Termination Fees.(iii)If any material rate or term contained herein
is substantially changed by order of the highest court of any competent jurisdiction to which the
matter is appealed, the Federal Communications Commission, or other local, state, or federal
government authority. This does not apply to a decrease in state or federal funding, although
Customer may request to negotiate a new agreement as outlined in (ii). In all cases, Customer will
remain responsible for payment of the Service(s)up to the effective date of termination.
18. Liability of the Parties. (Replacement Language). In the event any claim, demand, lawsuit or
liability is made or assessed against one of the Parties or any of the officers of one of the Parties by
any third-party, and the same arises out of, or is directly or indirectly related to, or is accused by any
actor or omission of either of the Parties,then, and in such event,the Parties shall indemnify, defend
and hold harmless the officers, agents and representatives of the other Party of and from any and all
such claims, demands, causes of action and liability, including the payment of reasonable attorneys'
fees to defend such action. The Customer shall reimburse Ednetics for damage to Service(s) due to
any malfunction of any equipment provided by an entity other than Ednetics. Ednetics will support
the Customer in its efforts to recover said damages; however,the Customer is ultimately responsible
for ensuring their vendors do nothing to harm Ednetics equipment.
Ednetics,Inc.888-809-4709 I EN-36-WACAUB-120820 18
The parties have caused this Addendum to be executed by their respective duly authorized
representatives as of the last date signed below("Effective Date").
EDNETICS,INC. CUSTOMER
Sham Swahb'
By: Shawn Swanby(Sep 23,202 16:20 PDT(
By:
Name: Shawn Swanby
Name:
Title: CEO Title:
Date: 09/23/20
Date:
Ednetics,Inc.888-809-4709 I EN-36-WACAUB-120820 19
The parties have caused this Addendum to be executed by their respective duly authorized
representatives as of the last date signed below("Effective Date").
EDNETICS, INC. CUSTOMER
By: By: -_ ....: . �_'
Name: Name: ' ! ;1 L;�'� :— -- -
Title: Title: !r1'r
Date: Date: t
Ednetics,Inc.888-809-4709 I EN-36-WACAUB-120820 19