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DocuSignEnvelopeID:5C774C44-273D-4B84-BD18-D52771B2DEEE
SERVICE QUOTE
Date: 3/17/2021
Blackfoot
Kris Sweeney
Account Executive
Office: 406-541-5178
Fax: 406-532-5067
E-mail: ksweeney@blackfoot.com
CUSTOMER: Idaho Falls School Dist 91
690 John Adams Pkwy Visit us at our website: www.blackfoot.com
Idaho Falls, 83401-4073
Attn: Camille Wood
Phone: (208)525-7559 Quote #: D011855
E-mail woodcami@d91.k12.id.us Term: 24 Months
Quote Name: Idaho Falls School Dist 91 -Idaho Falls-Data-Upgrade-RFP
Monthly Non-
Service Location Description of Service Qty
Recurring Recurring
Charges Charges
Idaho Falls School Dist 91-Idaho
3G/3G DIA Capacity 1 $1,388.00 $0.00
Falls-690 John Adams Pkwy
Idaho Falls School Dist 91-Idaho
Static IP Block 64 1 $120.00 $0.00
Falls-690 John Adams Pkwy
Total $1,508.00 $0.00
Additional Terms & Conditions
Blackfoot ("Provider") and Customer (identified above) (“Parties”) agree pursuant to the Agreement that Provider will provide the products and services
identified above (“Services”), and Customer shall pay for such Services. Parties agree their respective obligations shall be governed by the
“Agreement”, which consists of the following documents, as amended from time to time: (1) this Service Quote which, when signed by both Parties,
becomes a Service Order (the “Service Order”) and (2) the Master Service Agreement General Terms & Conditions (“Terms”) attached hereto, and the
documents applicable to the Services that are referenced in and incorporated into the Terms. This Service Order is only valid if it is signed by both
Parties.
Customer agrees the above-referenced charges and Provider’s obligations under the Agreement are contingent upon (a) Provider analyzing, after the
Customer executes this Service Quote, the feasibility of providing the Services to Customer for the above-referenced charges referenced by, without
limitation, reviewing financial, engineering, other pertinent matters, and (b) Provider, following that review, sending Customer a countersigned copy of
this Service Quote, which shall make the Agreement a contract that binds the Parties and shall be Provider’s notice to Customer that Provider elects to
proceed with providing the Services to Customer pursuant to the terms of this Agreement. If Provider, following that review, informs Customer in writing
that Provider elects not proceed with providing the Services to Customer pursuant to the terms of this Agreement, then (y) this Agreement shall be void
with neither party having any rights or remedies against each other, and (z) Provider may send Customer a new Service Quote which wholly
supersedes this Agreement. If there is any ambiguity between any of the documents that comprise the Agreement, the documents shall have the
following order of priority: this Service Order, then the Terms, then the documents referenced in and incorporated into the Terms.
IN WITNESS WHEREOF, the Parties have executed this Agreement by their duly authorized representatives.
CUSTOMER PROVIDER
Signature: Signature:
Printed Name: Printed Name:
J
Camille Wood
Title:
Title:
VP of Sales and Marketing
Technology Director
Date: Date:
3/22/2021
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MASTER SERVICE AGREEMENT GENERAL TERMS & CONDITIONS
These Master Service Agreement General Terms and Conditions (“Terms”) set forth below apply to each of the Services.If the Services are provided
in (a) Montana, as used herein “Provider" means Blackfoot Communications, Inc., (b) Blackfoot’s ILEC territories in Idaho, as used herein “Provider”
means Fremont Telcom Co., (c) Blackfoot’s CLEC territories in Idaho, as used herein “Provider” means Blackfoot Communications, Inc., and (d) any
other state, as used herein "Provider" means Blackfoot Communications, Inc.
1. Term. The term of this Agreement begins on the Installation Date
3.3 Provider may request a security deposit or additional prepayment
for each unique Service at each Service Location and continues for the
for services at any time should it determine that Customer has not
number of months indicated on the Service Order on the “Term” line. established satisfactory credit with Provider or Customer is repeatedly
For purposes of this Agreement, the Installation Date shall be the date
delinquent in making its payments, or is being reconnected after a
on which the Service is operational and ready for use by the Customer
disconnection. Cash deposits and accrued interest, if applicable, will be
as determined by Provider. Provider shall provide Customer notification credited to Customer’s account or refunded, as appropriate, upon the
of the Installation Date. After expiration of the initial Term, the
earlier of the expiration of the term of the Agreement or the
Agreement shall automatically renew on a monthly basis at the existing
establishment of satisfactory credit with Provider.
rates until such time as either Party provides sixty (60) days prior written
3.4 Customer shall provide written notice and supporting documentation
notice of termination to the other Party.
for any good-faith dispute with charges in an invoice (a “Billing Dispute”)
2. Scope of Agreement; Services; Change of Law or Tariff. within thirty (30) days of the invoice date. Customer must pay the
amount or portion of the invoice that is not subject to a Billing Dispute in
2.1 The “Services” (as defined in the Service Order) provided by
Provider are as described in the Service Order. Any unlawful or accordance with the payment terms in section 3.2 above. If Customer
unauthorized use of the Services by Customer shall be considered a does not report to Provider a Billing Dispute within the thirty (30) day
period, Customer shall have irrevocably waived its right to dispute the
material breach of this Agreement, and, in the case thereof, Provider
may immediately terminate this Agreement and pursue any remedies invoice and any amounts billed pursuant to the invoice. If a Billing
available at equity or in law. Dispute is not resolved within forty-five (45) days after receipt of such
notice, either party may commence arbitration against the other party,
2.2 The provisions in this Agreement are intended to be in compliance
with and based on the existing state of the law, rules, regulations and which shall be submitted to a single arbitrator under the commercial
interpretations thereof governing the Services, including but not limited
arbitration rules of the American Arbitration Association (“AAA”). The
to Federal Communications Commission rules, regulations, and laws decision of the arbitrator shall be final and binding upon the Parties. No
(“Existing Rules”). If any Services are governed by federal or state tariff,
appeal may be taken from the arbitration. The arbitration shall be held in
the terms of such tariff, including applicable rates, apply to the Services.
Missoula, Montana at a site selected by AAA. The arbitrator shall be
If a change in a tariff requires a change in the pricing for any of the selected pursuant to the rules of AAA. Except in cases where an
Services, the Parties agree that such change will become automatically
arbitrator determines that Customer has improperly failed to pay
effective as provided in the tariff. Provider will give notice of any such
charges in an invoice or invoices and therefore Customer is liable for all
changes to Customer as soon as practical. Some of the Services may Provider's costs and attorney fees associated with the dispute and
be provided by Provider’s affiliates.
arbitration, each Party shall bear its own costs of arbitration, including
2.3 Customer may make changes in the Services from the original
attorney fees, and the Parties will equally split the arbitrator's fees.
4. Default and Breach; Termination.
quantities, speeds, and/or installation location(s) if (a) that Customer
requests a separate Service Quote covering the change, and (b) the 4.1 If Customer defaults in the payment of any amount due hereunder, if
Parties both sign that Service Quote, thereby making it a Service Order. Customer files bankruptcy or is subject to an involuntary bankruptcy, if a
receiver is appointed over Customer or its assets, if Customer makes
Additional Services, change in speeds, change in locations, and other
changes may require the Customer pay additional installation, an assignment for the benefit of creditors, or if either Party violates any
construction, recurring and non-recurring charges. other material provision of this Agreement and such default or violation
3. Payment Terms. continues for thirty (30) days after written notice thereof, the other Party
3.1 Customer agrees to pay the charges for Services set-forth on the may, except as provided otherwise in the Agreement, terminate this
invoice Provider sends to Customer. Unless otherwise agreed to Agreement and seek relief in accordance with any remedy under this
between the Parties, Provider shall invoice the Customer monthly for Agreement.
the Services. In addition to paying all charges for the Services, 4.2 Customer understands that Provider has a substantial investment in
Customer agrees to pay any and all federal, state, or local sales, use,labor, facilities and equipment purchased to provide the Services to the
excise, gross receipts, transaction or similar taxes, fees or surcharges, Customer. Therefore: (a) if Customer terminates this Agreement or
Federal or State universal service surcharges or fees, and all regulatory disconnects all or part of the Services prior to the Installation Date, then,
surcharges (“Tax” or “Taxes”) assessed by Provider on the Services. Customer shall, upon being invoiced for same by Provider, pay Provider
3.2 Amounts payable under this Agreement are due and payable within the sum of: all the Non-Recurring Charges referenced on the applicable
twenty (20) days after the date of invoice or as otherwise stated on the Service Order associated with the disconnected or terminated Services,
invoice (“Payment Due Date”). If the Payment Due Date falls on a all of Provider’s costs and expenses, all of Provider’s and its agent’s
Sunday or on a holiday which is observed on a Monday, the payment labor costs, and all charges and fees assessed by third party providers
date will be the first non-holiday day following such Sunday or holiday. If on Provider for the Services, or (b) if Provider terminates this
such a payment date falls on a Saturday or on a holiday which is Agreement for cause (“cause” means a failure to cure a material default
observed on Tuesday, Wednesday, Thursday or Friday, the payment within the thirty day period outlined in above section 4.1), or if Customer
date shall be the last non holiday day preceding such Saturday or terminates this Agreement without cause, Customer shall pay early
holiday. After the Payment Due Date, late payment charges are termination charges described below in this section 4.2. If Customer
applicable and they will be calculated and assessed against the unpaid disconnects all or part of the Services after installation to a level that is
balance based on the lesser of 1.5% per month and the highest legal below the Service quantities established in this Agreement, Customer
interest rate. Provider may immediately terminate Services without any must give sixty (60) days prior notice of such termination and early
further notice for any unpaid balance that remains outstanding 30 days termination charges, as described below in this section 4.2, shall apply
from the Payment Due Date. to the disconnected Services. Customer shall pay one hundred percent
(100%) of the monthly rate for the Services through the sixty (60) day
notice period. Upon termination or disconnection as described above in
this section 4.2, Customer shall pay a charge that is equal to seventy
five percent (75%) of the monthly rate for the Services
terminated/disconnected multiplied by the number of months, or portion
thereof, remaining in the Term of the Agreement. In addition, Customer
shall be liable for any additional charges and fees assessed by third
party providers on Provider for the provision of the Services.
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5. Voice Services. print sharing, encrypting data, procedure for accuracy of data
transmission and implementing security such as anti-virus and firewalls.
5.1 Certain IP-based voice services include a 911 and/or an enhanced
911 (“E-911”) function that may differ from the 911/E-911 function Customer agrees Provider is not responsible or liable for managing or
offered via traditional telephony service and equipment. As such, it may backing up any Customer data.
have certain limitations. CUSTOMER ACKNOWLEDGES AND 8. Network Protection Service and Security Center.
ACCEPTS ANY LIMITATIONS OF 911/E-911. In order for Customer’s 8.1 Network Protection Service (“NPS”) and Blackfoot Security Center
911/E-911 calls to be properly directed to emergency services, Provider (“BSC”) are Services whereby Customer can download anti-virus
must have Customer’s correct service location address. If Customer
software from Provider. As part of the service, Provider may provide
moves all or a portion of the Service to a different service location updates to anti-virus software as well as critical Microsoft Windows
address without prior notice or approval from Provider, Customer’s updates. More details of the service are available at
911/E-911 calls may be directed to the wrong emergency services
www.blackfoot.com.
authority, may transmit the wrong service location address, and/or fail 8.2 To the maximum extent permitted by law, Provider shall not be
altogether. Customer further understands and acknowledges that some liable for any loss, including without limitation, computer hardware and
voice services use electrical power at the Customer’s service location. If
software damage or destruction, loss of profits, loss of use, loss of
there is an electrical outage, 911/E-911 calling and all other voice business, incidental, consequential, indirect or special damages as a
services may be interrupted if there is no battery back-up installed, it result of any failure or malfunction of the NPS and BSC Service,
fails, or is exhausted. CUSTOMER ACKNOWLEDGES AND AGREES regardless of whether such failure or malfunction was caused by the
THAT NEITHER PROVIDER NOR ITS AFFILIATES SHALL BE LIABLE negligence, direct act or omission of Provider or agents or vendors that
FOR ANY SERVICE OUTAGE, INABILITY TO DIAL 911 USING THE provide such Services on Provider’s behalf.
SERVICE, AND/OR INABILITY TO ACCESS EMERGENCY 9. Remote Data Backup.
SERVICES. CUSTOMER AGREES TO DEFEND, INDEMNIFY AND 9.1 Remote Data Backup (“RDB”) Service is a product whereby
HOLD HARMLESS PROVIDER, ITS AFFILIATES, SHAREHOLDERS, Provider backs-up data from Customer’s computers and servers and
OWNERS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, stores that information on Provider’s network. More information on RDB
is available at www.blackfoot.com.
SUCCESSORS AND ASSIGNS FROM ANY AND ALL CLAIMS,
LOSSES, DAMAGES, FINES, PENALITIES, COSTS, AND EXPENSES 9.2 To the maximum extent permitted by law, Provider shall not be
BY, OR ON BEHALF OF, CUSTOMER OR ANY THIRD PARTY, OR liable for any loss, including without limitation, Customer’s data,
USER OF THE SERVICES RELATING TO THE FAILURE OR computer hardware and software damage or destruction, loss of profits,
OUTAGE OF THE SERVICES, INCLUDING THOSE RELATED TO loss of use, loss of business, incidental, consequential, indirect or
911/E-911. special damages as a result of any failure or malfunction of the RDB
5.2 Unlimited long distance services may not be used with automatic Service, regardless of whether such failure or malfunction was caused
outbound dialing systems, call distribution systems, telemarketing or call by the negligence, direct act or omission of Provider or agents or
center applications, or for Internet access. Usage may be monitored by vendors that provide such Services on Provider’s behalf.
Provider and Customer may be required to show compliance if usage 10. Managed Firewall Services. Managed Firewall Services—
exceeds 1500 minutes/month/ per telephone line or per trunk or non- whether Basic, Advanced, and/or optional add-on services—are subject
compliance is indicated. Provider reserves the right to charge customer to the Managed Firewall Terms and Conditions found at
for toll usage in excess of 1500 per month, per telephone line. http://www.blackfoot.com/service-agreements/ and the Agreement (as
6. Data Networking & Telecommunications Equipment. Provider defined in the Service Order applicable to this service).
shall endeavor to deliver and install any data networking or 11. Service Level Agreement. Some services may be subject to
telecommunications equipment (“Provider Equipment”) in a timely certain service level agreements (“SLAs”). SLAs can be found at
manner. The Customer shall provide all necessary premises for www.blackfoot.com/service-agreements.
installation of the Provider Equipment, including necessary electrical 12. Wide Area Network (“WAN”) Services. WAN products and
service and any Customer-owned equipment, and hereby grants services shall be governed by additional terms and conditions which
Provider and its personnel access to, over, and through such premises can befound at www.blackfoot.com/service-agreements.
for installation/removal of equipment, and continuing maintenance if 13. Hosted Server Services. Hosted Server products and services
provided under this Agreement. Customer's acceptance shall be shall be governed by additional terms and conditions which can be
deemed to occur upon installation and testing of equipment, with found at www.blackfoot.com/service-agreements.
certification by Provider that the Provider Equipment is functioning 14. Limitation of Liability and Warranties. EXCEPT AS
substantially as intended (“Acceptance”). Risk of loss of the Provider OTHERWISE PROVIDED HEREIN, EACH PARTY SHALL BE
Equipment shall pass to Customer upon delivery of the Provider RESPONSIBLE FOR ANY ACTUAL PHYSICAL DAMAGES IT
Equipment to the installation site provided by Customer, or other DIRECTLY AND SOLELY CAUSES IN THE COURSE OF ITS
location specified by Customer and agreed to by Provider. Until such PERFORMANCE UNDER THIS AGREEMENT, LIMITED TO
time, the Customer acknowledges that Provider shall retain, and DAMAGES RESULTING FROM PERSONAL INJURIES, DEATH, OR
Customer hereby grants to Provider, a Purchase Money Security PROPERTY DAMAGE ARISING FROM NEGLIGENT ACTS OR
Interest in the equipment Customer purchases from Provider
OMISSIONS; PROVIDED HOWEVER, THAT NEITHER PARTY SHALL
(“Customer Equipment”), and Customer shall execute all documents BE LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT,
necessary to perfect such a security interest. If Customer fails to make SPECIAL, OR PUNITIVE DAMAGES OF ANY KIND, INCLUDING BUT
any payment required hereunder; Provider may, at its option, and NOT LIMITED TO ANY LOSS OF USE, LOSS OF BUSINESS OR
without limitation on any other remedy it may have at law or in equity, LOSS OF PROFIT.
terminate this Agreement and retain possession and title to all Provider
Equipment and Customer Equipment, or may suspend all further
performance and pursue all remedies available under the Uniform
Commercial Code or other applicable law. In the event suit is brought to
enforce any of the provisions of this Agreement, the prevailing party
shall be entitled to cost of suit and any appeal there from, including
reasonable attorney fees.
7. ISP, Transport, and Hosted Server Services.
7.1 Some of the Services provided are subject to the Acceptable Use
Policy and Terms and Conditions for Internet, Managed WAN, and
Hosted Server services set forth on Provider’s website at
www.blackfoot.com, which are incorporated herein by this reference.
Customer is responsible for all usage originating from its location and
shall inform users that the Service is provided subject to the Acceptable
Use Policy and applicable terms and conditions. Provider reserves the
right to amend the Acceptable Use Policy and any of the terms and
conditions available on Provider’s website from time to time by posting
those amendments to Provider’s website.
7.2 Provider strongly recommends use of a commercial anti-virus and
firewall software. Customer is responsible for management and security
of its data, including without limitation, backing up and restoring data,
managing file and
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REMEDIES UNDER THIS AGREEMENT ARE EXCLUSIVE AND 19. Force Majeure. Neither Party shall be liable for any delay or failure
LIMITED TO THOSE EXPRESSLY DESCRIBED IN THIS in performance of any part of this Agreement from any cause beyond its
reasonable control and without its fault or negligence including, without
AGREEMENT. NOTWITHSTANDING ANYTHING TO THE
limitation, acts of nature, acts of civil or military authority, government
CONTRARY IN THIS AGREEMENT OR ANY SERVICE ORDER OR
ANY OTHER DOCUMENT, TO THE MAXIMUM EXTENT PERMITTED regulations, embargoes, epidemics, terrorist acts, riots, insurrections,
fires, explosions, earthquakes, nuclear accidents, floods, work
BY LAW PROVIDER'S LIABILITY TO CUSTOMER RELATING TO OR
stoppages, power blackouts, communication facility cuts not caused by
ARISING FROM THIS AGREEMENT SHALL NOT EXCEED IN TOTAL
THE AMOUNT PROVIDER HAS BEEN PAID, FOR THE IMPACTED Provider, outages occurring in relation to facilities not owned by
Provider, volcanic action, other major environmental disturbances, or
SERVICE, BY CUSTOMER FOR THE TWELVE (12) MONTH PERIOD
unusually severe weather conditions (collectively, a “Force Majeure
PRIOR TO THE ACCRUAL OF THE CLAIM OR EVENT(S) GIVING
RISE TO SUCH LIABILITY REGARDLESS OF WHETHER BASED ON Event”). Inability to secure products or services of third parties at
reasonable costs or transportation facilities or acts or omissions of
BREACH OF CONTRACT, STATUTORY VIOLATION(S), BREACH OF
transportation carriers shall be considered Force Majeure Events. The
WARRANTY, TORT (INCLUDING NEGLIGENCE, PRODUCT
LIABILITY, OR OTHERWISE), OR ANY OTHER BASIS IN LAW OR Party affected by a Force Majeure Event shall give prompt notice to the
other Party, shall be excused from performance of its obligations
EQUITY. EXCEPT AS EXPRESSLY SET FORTH IN THIS
hereunder on a day to day basis to the extent those obligations are
AGREEMENT, PROVIDER SPECIFICALLY DISCLAIMS ANY AND ALL
WARRANTIES, EXPRESS AND IMPLIED, AS TO ANY SERVICE prevented by the Force Majeure Event, and shall use reasonable efforts
to remove or mitigate the Force Majeure Event. In the event of a labor
PROVIDED HEREUNDER. PROVIDER SPECIFICALLY DISCLAIMS
dispute or strike the Parties agree to provide Service to each other at a
ANY AND ALL IMPLIED WARRANTIES; INCLUDING WITHOUT
LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, level equivalent to the level they provide themselves. In no instance
shall a failure to make payments for Services be considered a Force
FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-
Majeure Event.
INFRINGEMENT OF THIRD PARTY RIGHTS.
15. Amendment. Except as otherwise provided herein, a change to 20. Governing Law. To the extent the Services are provided in the
state of Montana, Montana state law, without regard to choice-of-law
this Agreement and/or to the Services may only be made in a writing
signed by the Parties. principles, shall govern all matters arising out of, or relating to, this
16. Assignment. Customer may not assign this Agreement or any Agreement. To the extent the Services are provided in the state of
Idaho, Idaho state law, without regard to choice-of-law principles, shall
rights or obligations hereunder without the prior written consent of
Provider. Provider may assign this Agreement to an affiliate under govern all matters arising out of, or relating to, this Agreement. In the
common control of Provider at any time and without notice to the event Services are provided outside of Montana and Idaho or in both
Montana and Idaho, then Montana state law shall apply.
Customer. Provider may assign this Agreement to a third party not
affiliated with Provider and provide Customer notice of such 21. Severability. If any provision of this Agreement is found to be
assignment. invalid, illegal or unenforceable it will be modified to reflect the Parties’
intentions and the validity, legality and enforceability of the remaining
17. Waiver. Except as otherwise provided herein, neither Party’s
failure to enforce any right or remedy available to it under this provisions shall not be affected.
Agreement will be construed as a waiver of such right or a waiver of any
22. Entire Agreement. This Agreement (as defined in the applicable
other provision hereunder. Service Order) constitutes the full and entire understanding and
18. Notices. Any notices required by or concerning this Agreement will agreement between the Parties with regard to the subjects of this
be in writing and will be sufficiently given if delivered by any of the Agreement and supersedes any prior understandings, agreements, or
following methods to the address(es) identified on the Service Order: representations by or between the Parties, written or oral, including but
personally in writing, by prepaid overnight express service, by facsimile not limited to, any proposal or term sheet to the extent they relate in any
with electronic confirmation, by certified mail with return receipt way to the subjects of this Agreement.
requested, or by email with proof of receipt.
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