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Oklahoma State Regents forHigher Education655 Research Parkway, Suite 200Oklahoma City, OK 73104Liza Hanke, Director of PurchasingTele: 405.225.9206Fax: 405.225.9230Email: lhanke@osrhe.eduContract No. C1504Jive Communications, Inc.CONTRACT TITLE:Jive Communications, Inc.CONTRACT TERM:July 6, 2015 to July 5, 2020CONTRACT PERIOD:July 6, 2015 to July 5, 2016WEBSITE ADDRESSES:OneNet: http://onenet.net/services/managed-contracts/Jive Communications, Inc.: http://www.jive.comAuthorized Customers:All state entities identified as counties, schooldistricts, municipalities, vocational-technical schools, institutions within theOklahoma State System for Higher Education, other state agencies and any entityeligible for direct connection to OneNet under its Client Connection Policylocated at policy/.Contract Priority: This is a noncompetitive contract withestablished education and government discounts. Prior to issuingany orders against this contract, end user customers should ensurethat they have followed their appropriate internal purchasingprocedures, including any required documentation of a marketvalue comparison or a competitive process leading to the selectionof this particular vendor.1
Contract Terms and Conditions: All end users agree to abide by the terms andconditions outlined in the attached agreement and agreed to by the OklahomaState Regents for Higher Education.Contract Pricing: A fixed discount schedule is attached hereto as Exhibit A.Shipping: F.O.B. DestinationContract Performance: Contract performance will be monitored and anyinfractions of the Contract by Contractor, and/or Customers will be reported to thePurchasing Director for the Oklahoma State Regents for Higher Education.Contract Administrator:Vendor Name : Jive Communications, Inc.Tele: 405-355-2559FEI#: 02-0783048Fax: 405-355-2559Attn: Kurt A. SnodgrassEmail: ksnodgrass@jive.com2
OKLAHOMA STATEREGENTS FOR HIGHER EDUCATIONJive Communications, Inc.This Contract, for the acquisition of Enterprise Interconnected Voice over Internet Protocol(“VoIP”), Unified Communications, hardware, software and related services is entered into byand between Jive Communications, Inc., located at 1275 W. 1600 N, Suite 101, Orem, UT 84057(or “Contractor”) and the Oklahoma State Regents for Higher Education located at 655 ResearchParkway, Suite 200, Oklahoma City, OK 73104 (“OSRHE”).1.Contract and Term. This Contract sets forth the terms and conditions under whichContractor will sell to Customer or OSRHE the Hardware, Support Services andProfessional Services, and will license to Customer or OSRHE the Software Productsordered by Customer or OSRHE, as listed on Exhibit A, attached hereto. Terms used inthis Contract shall have the meanings set forth below in Section 2, Definitions. ThisContract is available for use by all Customers.The term of this Contract shall be one (1) year commencing on the date of approval byboth parties with four (4) one-year renewal options with written approval of the parties.Upon termination of this Contract, all rights and obligations set forth herein shall survivein accordance with their terms as to procurements made by Customers prior to suchtermination.2.Definitions. Terms used in this Contract shall have the following meanings:A.B.C.D.E.F.3.Customer – means any county, school district, municipality, vocational-technicalschool, institution within the state system, other state agency, or other entityeligible for direct connection to OneNet under its Client Connection policy whichpurchases or licenses of unified communications products or services under thisagreement for its own internal use rather than for distribution or resale.Contractor – Jive Communications, Inc.Contractor contract Administrator – the individual as appointed by the Contractorto administer this Contract on behalf of the Contractor.OSRHE – the Oklahoma State Regents for Higher Education.Purchase Order – The Customer’s fiscal form or format, which is used whenmaking a purchase (e.g., formal written Purchase Order, Procurement Card,Electronic Purchase Order or other authorized instrument).State Contract Administrator – the individual as appointed by the OSRHE toadminister this Contract on behalf of the OSRHE and the Customers.Entire Agreement and Order of Precedence. This Contract; Exhibit A Pricing andDiscounts; Exhibit B Jive Acceptance Form; Exhibit C Jive Communications Terms ofService; Exhibit D Jive Promotional Pricing Terms and Requirements; Exhibit EInstallation Contract; Exhibit F Equipment Rental Agreement; Exhibit G Call RecordingPrivacy Policies and Notices will constitute the entire agreement between the partieshereto and will supersede any and all other agreements and or exhibits between the3
parties relating to the subject matter hereof. In the event of a conflict between thedocuments listed in this paragraph, the controlling document will be this Contract, thenExhibit A, then Exhibit B, then Exhibit C, then Exhibit D, then Exhibit E, then Exhibit F,then Exhibit G. No statement, promise, condition, understanding, inducement orrepresentation, oral or written, expressed or implied, which is not contained herein, willbe binding or valid. This Contract and the exhibits attached hereto may not be changed,modified or altered in any manner except by an instrument in writing executed byauthorized representatives of both parties hereto.The terms and conditions set forth herein will govern all transactions by Customers underthis Contract. Customers will not have the authority to modify the terms of this Contract,except as to receive better pricing for a particular procurement than those set forth herein.In such event, the Contractor will furnish a copy of such better offerings to the OSRHEupon request. No additional term or condition of a Purchase Order issued by a Customercan weaken a term or condition of this Contract. In the event of a conflict between aCustomer’s or OSRHE’ Purchase Order and this Contract, the Contract terms willcontrol.4.5.Product and Service Offerings. Products available under this Contract are set forth asany Unified Communications Hardware or Software Products and Softwaremanufactured, supplied or produced by the Contractor. Services include any value-addedservice offered by the Contractor that the Contractor may perform as related to Productsavailable under this Contract.A.Products. Contractor shall maintain a product list including pricing, productdescriptions and product specifications for all products offered under thisContract. The product list may be updated at any time during the term of thisContract to incorporate product model changes or product upgrades, addition ofnew products and removal of obsolete or discontinued products.B.Services. Examples of services include, but are not limited to: warranty, supportservices, professional services, installation and product training. Contractor shallmaintain a list including pricing and descriptions for all services offered underthis Contract. The services lists may be updated at any time, by mutual writtenagreement, during the term of this Contract to incorporate changes to the serviceofferings. Support service offerings available are further defined in Exhibit A,attached hereto.Contract Administration. The OSRHE and the Contractor will each provide a ContractAdministrator to support this Contract.Information regarding the ContractAdministrators will be posted on the OneNet website designated for this Contract.A.OSRHE Contract Administrator.The OSRHE will provide a ContractAdministrator whose duties will include, but not be limited to: (i) management ofthis Contract, (ii) advising of Contractor’s performance under the terms andconditions of this Contract and (iii) periodic verification of product pricing andquarterly reports submitted by the Contractor.4
B.6.Contractor Contract Administrator. The Contractor Contract Administrator shallprovide a dedicated Contract Administrator whose duties shall include, but not belimited to: (i) supporting the marketing and management of this Contract, (ii)facilitating dispute resolution between the Contractor and a Customer, and (iii)advising the OSRHE of the Contractor’s performance and status. The OSRHEmay reserve the right to require a change in the Contractor’s then-current ContractAdministrator if the administrator is not, in the opinion of the OSRHE, adequatelyserving the needs of the State.Pricing.A.Price Reduction. Price decreases will take effect automatically during thecontract term under the following conditions:(i) List Price is Reduced. If the Contractor lowers its list pricing for products orservices to its customers having contracts with substantially identical termsduring the Contract term, the Contractor will lower the Contract pricing inaccordance with the established pricing structure as outlined in Exhibit A;(ii) Special Offers/Promotions. Except as stated under subsection (iii), ifContractor offers special discount pricing to any Customer, Contractor willlower the Contract Price for all Customers to match the special discountpricing during the period in which the special discount pricing is available.(iii)Special Offers/Promotions to Authorized Users Under/Outside of Contract.The Contractor may offer Customers, under either the Contract or any othercontracting vehicle, competitive pricing which is lower than the rates set forthherein at any time during the Contract term and such lower rates will not beapplied as a global price reduction under the Contract pursuant to thesubsection (ii).B.Customer Discount. Based on a quantity of one (1), the Customer Discount for allcore products will conform to the pricing outline set forth in Exhibit A, attachedhereto. Customer may negotiate more advantageous pricing for large volume orproject purchases with the Contractor.C.Shipping and Handling Fees. The price to the Customer under this Contractand/or on the Purchase Order will include all shipping and handling fees.Shipments will be F.O.B. Customer’s destination. No additional fees will becharged to the Customer for standard shipping and handling. If the Customerrequests expedited delivery, the Customer will be responsible for any charges forexpedited delivery.D.Tax-Exempt. Customers and the OSRHE are exempt from all federal and statesales tax.5
E.Changes to Prices. The Contractor may change the price of any product orservice at any time, but discount levels will remain consistent with the discountlevels specified in Exhibit A. Price decreases will take effect automaticallyduring this Contract term and the Contractor shall pass all price decreases on tothe Customer.The Contractor may make product model changes and add new products orproduct upgrades at any time and the pricing for the same will incorporatecomparable price discount levels as specified in Exhibit A or as mutually agreedupon in writing by authorized representatives of the parties at the time of theproposed changes or additions.7.Order Processing and Payments. All Customer Purchase Orders will be placed withthe Contractor. Accurate Purchase Orders will be effective and binding upon theContractor’s acceptance of the Purchase Order prior to the termination of the Contractperiod. Such acceptance shall not be unreasonably withheld.The Contractor shall submit invoices directly to the Customer. All payments for productsand/or services purchased under this Contract and any provision of acceptance of suchproducts and/or services are made to the Contractor by the Customer. Payment termswill be net forty-five (45) days from date of accurate invoice.Invoices must be timely and accurate. Each invoice must match Customer’s PurchaseOrder and include any written changes that may apply, as it relates to products, prices andquantities. Invoices must include the Customer’s Purchase Order number or otherpertinent information for verification of receipt of the order by the Customer.Partial payment under this Contract will not foreclose the right to recover wrongfulpayments.8.Software Licensing Agreement. Customers obtaining products or services under thisContract shall hold, use and operate such software subject to compliance with the JiveCommunications Terms of Service set forth in Exhibit C, attached hereto. The Contractormay make changes to its Terms of Service by delivering notice of the changes to theOSHRE no less than 30 days before the changes are to be effective. Without regard toany notice period stated in the Terms of Service, all changes posted towww.jive.com/legal will be effective 30 days after notice is provided in accordance withthis section. Customers may not add, delete or alter any of the language in Exhibit C. Ifany clause of the Terms of Service conflicts with the language of this agreement, thelanguage of this agreement will control.Compliance with the Jive Communications Terms of Service is the responsibility of theCustomer. The OSRHE Office will not be responsible for any Customer’s compliancewith the Jive Communications Terms of Service. If the OSRHE Office purchasessoftware licenses for its own use under this Contract it will be responsible for itscompliance with the Jive Communications Terms of Service.6
9.Service Agreement. Customers purchasing services under this Contract must execute aJive Acceptance Form with the Contractor as set forth in Exhibit B, attached hereto. Nochanges to the Jive Acceptance Form may be made unless previously agreed to byContractor and OSRHE. The Jive Acceptance Form will include Service LevelDescriptions for related products.10.Internet Access to Contract. Access by Customers to Contract terms and pricinginformation will be made available and posted on the OneNet 11.A.Accurate and Timely Contract Information. If the Contractor posts this Contracton its website, Contractor warrants and represents that Contract and relatedinformation will be accurately and completely posted, maintained and displayedin an objective and timely manner which renders it clearly distinguishable fromother, non-Contract offerings at Contractor’s website. Contractor shall reconcileerrors or inaccuracies in such information, or from any failure to maintain ortimely post Contract information in accordance with this paragraph.B.Price Data Retention and Audit. Periodic audits of the information posted for thisContract on Contractor’s website may be conducted by the OSRHE.C.Use of Access Data Prohibited. If the Contractor stores, collects or maintains dataelectronically as a condition of accessing State Contract information, such datashall only be used internally by the Contractor for the purpose of implementing ormarketing the Contract, and shall not be disseminated to third parties or used forother marketing purposes. This Contract constitutes a public document under thelaws of the State and the Contractor shall not restrict access to the Contract termsand conditions, including pricing, i.e., through use of restrictive technology orpasswords.Notices. All notices, demands, designations, certificates, requests, offers, consents,approvals and other instruments given pursuant to this Contract will be in writing andwill be valid on (i) the date the receiving party acknowledges delivery if delivered byemail or facsimile transmission (automatic replies will not constitute acknowledgement),(ii) the date of delivery if hand delivered, or (ii) three business days after being mailed byregistered certified mail if delivered via United States Postal Service or commercialcourier service. The parties may from time to time specify any address in the UnitedStates as its address for purpose of notices under this Contract by giving fifteen (15) dayswritten notice to the other party.If sent to the OSRHE:Director of PurchasingOklahoma State Regents for Higher Education655 Research Parkway, Suite 200Oklahoma City, OK 73104If sent to the Contractor:7
Jive Communications, Inc.Attn: Michael Sharp1275 W. 1600 N, Suite 101Orem, UT 84057With a copy (which will not constitute notice by itself) to:Jive Communications, Inc.Attn: General Counsel1275 W. 1600 N, Suite 101Orem, UT 8405712.Handling of Written Complaints. In addition to other remedies contained in thisContract, a person contracting with the OSRHE may direct their written complaints to thefollowing office:Director of PurchasingOklahoma State Regents for Higher Education655 Research Parkway, Suite 200Oklahoma City, OK 73104Phone: 405-225-9206Fax: 405-225-9230Email: lhanke@osrhe.edu13.Reporting. The Contractor shall report all products and services purchased under thisContract. The OSRHE may verify required reports and may audit Contractor’s booksapplicable to this Contract if necessary to enforce its rights under this paragraph.A.Detailed Quarterly Report. The Contractor shall electronically provide theOSRHE with a detailed quarterly report in the format required by the OSRHEshowing the dollar volume of any and all sales under this Contract for theprevious quarter. Reports are due on the twenty-fifth (25th) day following theclose of the previous quarter. It is the responsibility of the Contractor, to collectand compile all sales under this Contract and submit one (1) quarterly report. Thequarterly report will include the name of each Customer, order date, ship date,quantity, unit price, extended price, product part number, Customer PurchaseOrder number and other information as required by the OSRHE.14.Captions. The captions contained in this Contract are intended for convenience andreference purposes only and will in no way be deemed to define or limit any provisionthereof.15.Choice of Law and Venue. The laws of the State of Oklahoma will govern theconstruction and interpretation of this Contract, and venue in any action to enforce theContract will be in Oklahoma County, Oklahoma. Nothing herein will be construed towaive the State’s sovereign immunity, and this section will control over any conflictingterm in the Jive Communications Terms of Service.8
16.Termination.A.Termination for Convenience. The OSRHE may terminate this Contract, at will,at any time, with or without cause, by written notice to the Contractor given notless than thirty (30) days prior to the effective date of such notice. After the firstsix months, the Contractor may terminate this Agreement with 30 days’ writtennotice to the OSRHE. In no event will either party be liable for termination ofthis Contract pursuant to this Subsection.B.Termination for Cause. Either party may terminate this Contract for cause if theother party:(i) Fails to perform any material term or condition of this Contract, and does notremedy the failure within thirty (30) days after receipt of written notice ofsuch default given by the non-defaulting party; or(ii) Becomes insolvent, files or has filed against it a petition under applicablebankruptcy or insolvency laws, proposes any dissolution, composition orfinancial reorganization with creditors, makes an assignment for the benefit ofcreditors, or if a receiver, trustee, custodian or similar agent is appointed ortakes possession with respect to any property or business of the defaultingparty.C.Obligations upon Termination or Expiration. The termination or expiration of thisContract will in no way relieve either party from its obligations to pay the otherparty any sums accrued hereunder prior to such termination or expiration or affectthe limitation of liability.17.Limitation of Liability. To the extent permitted under Oklahoma law, the parties intendthat each will be responsible for its own intentional and negligent acts or omissions to act.The OSRHE or Customers will be responsible for the acts and omissions to act of theirofficers and employees while acting within the scope of their employment according tothe Governmental Tort Claims Act, 51 O.S., § 151, et seq. In accordance with OklahomaStatutes Title 63, 2817(c), the Contrac
Jul 06, 2015 · (“VoIP”), Unified Communications, hardware, software and related services is entered into by and between Jive Communications, Inc., located at 1275 W. 1600 N, Suite 101, Orem, UT 84057 (or “Contractor”) and the Oklahoma S
