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THIS AGREEMENT entered into this 1st day of January, 2017, by and between the CITY OF OCEAN SHORES of P.O Box. 909, Ocean Shores, Washington, 98569, and Bjaxx Inc., 1200 E. Cedar PL,Chandler, AZ 85249.

In this Agreement, the party who is agreeing to receive services shall be referred to as "CITY", and the party who will be providing the services shall be referred to as "CONSULTANT". The term "Mayor" shall refer to the Mayor of the City of Ocean Shores or designee.

CONSULTANT has a background incomputer networking services, hardwareand so?ware, together with network securityand is willingto provide servicesto CITY basedon this background.

CITY desires to have services provided by CONSULTANT.

Therefore, the parties agree as follows:

1. DESCRIPTION OF SERVICES. BeginningJanuary I, 2017, CONSULTANT shall provide the following services (collectively, the "Services"):

CONSULTANT shall perform such other work as may be required by CITY from time to time, as assigned by the Mayor; the duties of CONSULTANT may be changed by agreement in writing from time to timewithouthaving any effect upon any other terms of this Agreement.

This Agreement shall expire as of December 3], 2018, unless extended in writing by the parties hereto. This Agreement may be renewed for up to two additional two year periods upon written agreement of the parties. All services under this Agreement will be rendered on a schedule and at hours agreed upon in writing by the parties, as set forth in the Scope of Work.

2. PAYMENT. CITY shall pay a fee to CONSULTANT for the Services in the amount of $4,750 per month, in addition to start-up costs of $10,000 in year I (January 1, 2017 through December 31, 2017.) The CONSULTANT shall submit monthly invoices on a timely basis to the CITY.

If this Agreement is terminated by the CITY for any reason, all work in progress by the CONSULTANT shall immediately cease, (except for activities speci?cally pre-approved in writing by the CITY) and the CONSULTANT shall be compensated for all completed professional services at the hourly rate/s established in scope of work. CONSULTANT shall also be compensated for expenditures made on behalf of CITY, and non-cancelable obligations until the date the termination notices is received by CONSULTANT pursuant to the terms of this Agreement.

,i1>fl‘wCI‘)':3«..3{:3 3. NO POWER/AUTHORITY TO BIND CITY/DISCLOSURE. CONSULTANT may not enter into any Agreements or agreements or otherwise bind CITY in any way without written authority from the Mayor. This Agreement does not create a partnershipbetweenthe parties. Any agreements, which CONSULTANT enters into without written authorization, shall not be binding upon CITY.

CONSULTANT shall be required to disclose any outside activities or interests, including ownership or participation in any proposed tenant, development or customer, or any commissions, compensation or bene?t that my derive from any tenant, development or customer or any other matter that conflict or may con?ict with the best interests ofthe CITY. Prompt disclosure shall be required ifthe activity or interest is related, directly or indirectly, to any activity that CONSULTANT may be involved with on behalf of the CITY.

4. RELATIONSHIP OF PARTIES. It is understood by the parties that CONSULTANT is an independent contractor with respect to CITY, and is not an employee oI'ClTY. CITY will not provide bene?ts, including health insurance bene?ts, paid vacation, or any other employee bene?t. for the bene?t of CONSULTANT or its employees.

5. FEDERAL, STATE, AND LOCAL PAYROLL TAXES. No federal or state income tax, or payroll tax of any kind shall be withheld or paid by CITY on behalf ofthe employees of CONSULTANT. No employees ofCONSULTANT shall be treated as employees with respect to services performed hereunder for federal or state tax purposes. CONSULTANT shall be solely responsible for paying any and all taxes, FICA, worker's compensation, unemployment compensation, medical insurance, life insurance, paid vacations, paid holidays, pension, pro?t- sharing, and other bene?ts for the independent contractor and its employees, servants, and agents.

6. INSURANCE. CONSULTANT shall procure and maintain for the duration of the Agreement, insurance against claims for injuries to persons or damage to property which may arise from or in connection with the performance of the work hereunder by the Consultant, its agents, representatives, or employees.

N0 Limitation. CONSULTANT‘s maintenance of insurance as required by the agreement shall not be construed to limit the liability of CONSULTANT to the coverage provided by such insurance, or otherwise limit the City's recourse to any remedy available at law or in equity.

A. Minimum Scope of Insurance. CONSULTANT shall obtain insurance of the types described below: 1. Automobile Liability insurance covering all owned, non- owned, hired and leased vehicles. Coverage shall be written on Insurance Services Of?ce (ISO) form CA 00 0| or a substitute form providing equivalent liability coverage. If necessary, the policy shall be endorsed to provide contractual liability coverage.

I.) 2. Commercial General Liability insurance shall be written on ISO occurrence form CG 00 01 and shall cover liability arising from premises, operations, independent contractors and personal injury and advertising injury. The City shall be named as an insured under the CONSULTANT 's Commercial General Liability insurance policy with respect to the work performed for the City. Workers‘ Compensation coverage as required by the Industrial Insurance laws of the State of Washington. Professional Liability insurance appropriate to the CONSULTANT's profession.

B. Minimum Amounts of Insurance

CONSULTANT shall maintain the following insurance limits: 1. Automobile Liability insurance with a minimum combined single limit for bodily injury and property damage of $1,000,000 per accident. Commercial General Liability insurance shall be written with limits no less than $1,000,000 each occurrence, $2,000,000 general aggregate. 3. Professional Liability insurance shall be written with limits no less than $1,000,000 per claim and $1,000,000 policy aggregate limit.

C. Other Insurance Provisions

The insurance policies are to contain, or be endorsed to contain, the following provisions for AutomobileLiability, ProfessionalLiability and Commercial General Liability insurance:

1. CONSULTANT's insurance coverage shall be primary insurance as respect the City. Any insurance, self-insurance, or insurance pool coverage maintained by the City shall be excess of the Consultant's insurance and shall not contribute with it. 2. CONSULTANT’s insurance shall be endorsed to state that coverage shall not be cancelled by either party, except after thirty (30) days prior written notice by certi?ed mail, return receipt requested, has been given to the City.

D. Acceptability of Insurers

Insurance is to be placed with insurers with a current A.M. Best rating of not less than A:V11.

E. Verification of Coverage

CONSULTANT shall furnish the City with original certi?cates and a copy of the amendatory endorsements, including but not necessarily limited to the additional insured endorsement, evidencing the insurancerequirementsof the CONSULTANT before commencement of the work.

ORIGINA 7. FRINGE BENEFITS. Because CONSULTANT is an independentbusiness,neither CONSULTANT nor any employees of CONSULTANT shall be eligible for and shall not participate in any employee pension, health or fringe bene?t plan of CITY.

8. EXPENSES. Any and all payments made by CITY to CONSULTANT for invoices of contracted suppliers shall be promptly disbursed to said suppliers by CONSULTANT. CONSULTANT shall, at ClTY's request, produce copies of any and all invoices and proof of payment from said suppliers. In the event CONSULTANT fails to pay said suppliersafterpayment is received from the CITY for that purpose, CONSULTANT shall be solely responsible for, and shall indemnifythe CITY for any and all such unpaid supplier obligations.

9. TERMINATION WITHOUT CAUSE. Without cause, either party may terminate this Agreement after giving 60 days‘ prior written notice to the other of intent to terminatewithoutcause. The partiesshall deal with each other in good faith during the 60 day period a?er any noticeof intent to terminate without cause has been given.

10. TERMINATION WITH CAUSE. With reasonablecause, either party may terminatethis Agreement effective immediately upon the giving of written notice of termination for cause. Reasonable cause shall include, but is not limited to the following:

A. Material violation of this Agreement.

B. Any act exposing the other party to liability to others for personal injury or property damage.

11. DECLARATION BY INDEPENDENT CONTRACTOR. CONSULTANT declares that he/she has complied with all federal, state, and local laws regarding business permits, certificates, and licenses that may be required to carry out the work to be performed under this Agreement.

12. NON-WAIVER. The failure of either party to exercise any of its rights under this Agreement for a breach thereof shall not be deemed to be a waiver of such rights or a waiver of any subsequent breach.

13. ASSIGNMENT. CONSULTANT's obligations under this Agreement may not be assigned or transferred to any other person, firm, or corporationwithout the prior written consent of CITY.

14. INJURIES. CONSULTANT acknowledges its obligation to obtain appropriate insurance coverage for its benefit and the benefit of any of its employees. CONSULTANT is responsible for its own accidents and injuries and agrees to save, indemnify and hold harmless the CITY from any claims of liability, damages, or demands arising out of any injuriesto any employees of CONSULTANT, or injuries to any property arising out of or resulting from the performance of work by CONSULTANT or that result from the negligence of CONSULTANT. Nothing herein shall be deemed to constitute a waiver of any claims for injuries or property damage that may arise as 4 ORlGlNA a result of the sole negligence of CITY or its employees.

15. INDEMNIFICATION. CONSULTANT agrees to indemnify and hold CITY harmless from any and all claims, losses, expenses, fees, including attorney fees, costs, and judgments that may be incurred in the defense of any action, suit or proceeding brought against CITY on account of any action taken by CONSULTANT in the performance of service pursuant to this Agreement or arise from any acts or omissions of CONSULTANT.

16. RETURN OF RECORDS. Upon termination of this Agreement, CONSULTANT shall deliver all records, notes, data, memoranda, models, and equipment of any nature that are in CONSULTANT's possession or under CONSULTANT's control and that are CITY'S property or relate to CITY'S business.

17. NOTICES. All notices requiredor permittedunder this Agreement shall be in writing and shall be deemed delivered when delivered in person or deposited in the United States mail, postage prepaid,addressed as follows:

For CITY: Crystal Dingler, Mayor P.O. Box 909 Ocean Shores, WA 98569

For CONSULTANT: Bobby Jackson 1200 E. Cedar Pl. Chandler, AZ 85249

Either party may change such address from time to time by providing written notice to the other in the manner set forth above.

18. ENTIRE AGREEMENT. This Agreement contains the entire agreement of the parties and there are no other promises or conditions in any other agreement whether oral or written. This Agreement supersedes any prior written or oral agreements between the parties.

19. AMENDMENT. This Agreement may be modified or amended ifthe amendment is made in writing and is signed by both parties.

20. SEVERABILITY. If any provision of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.

21. APPLICABLE LAW. This Agreement shall be governed by the laws of the State of Washington. The venue of any litigation between the parties relating to this agreement shall be the Superior Court of Grays Harbor County, State of Washington. The prevailing party in any 3 ORIGINA arbitrations or subsequent litigation shall be awarded attorney's fees and all costs associatedwith the arbitration and/or litigation.

22. CONFIDENTIALITY. The CONSULTANT agrees to hold in con?dence all information disclosed by the CITY until such time as the information becomes public or is purveyed to the public events. Exceptions to this include activities about which outside suppliers require information in order to execute their commitments to the CONSULTANT and CITY.

Parties receiving services:

CITY OF OCEAN SHORES:

CITY MAYOR PARTY PROVIDING SERVICES:

BJAXX INC.

° ORIGINA Exhibit A — Scope of Work

IT Managed Services Provider

Project Description

City of Ocean Shores outsources the management oftheir IT infrastructure and applications to an outside consultant. The City’s consultant is expected to maintain the enterprise wide systems includingdesktop and server hardware, software applications, operating systems, network connectivity. and digital voice. This role also includes virtualization management, network administration, IT security, systems administration and VoiP phone management. This support also includes:

- Monitoring of System Events

— Pervasive security updates for Microsoft Windows and Of?ce suite

— installation of Microsoft security updates, patches, and service packs - Monitoring and updating ofAnti-Malware/Anti—Virus& Total System Security

— Monitoring of Data Backups

— Sustain Baseline (there are many attributes to the baseline) - Labor to replace hardware at End of Life Cycle (for nodes covered on maintenance spec, no baseline change)

- BriefTechnical consulting/advice

— Priority Service to Failures urgent in nature over other general business activities (I business day or less response for critical issues)

- Assurance that the necessary service work to restore baseline can be procured (Effectively a retainer)

- Sysadmin activities related to baseline (reset passwords, ?x shortcuts, restore previous version ?les if infrastructure allows, remove virus infections, repair corruption to Op Sys ?les)

— Ongoing review and analysis of system for opportunities to improve reliability and performance - Maintain network cables (repair/replace bad/damaged network cables) and network printers.

— Work with Coast Communications to maintain city building to building ?ber optic network.

- Con?gure, manage and/or administer hardware and systems to include network infrastructure, switches, routers, ?rewalls and wireless access points. - Establish & maintain Log Me In or similar services software and laptops. - Administration of intemet speed on the public library computers

— Maintain phone network hardware as needed, work with phone provider as needed to maintain services.

— Keeping up with the City’s requirements with Washington Cities Insurance Authority.

OTHER ITEMS

- Additional or replacement computers, printers, servers, application software or laptops that need to be con?gured and setup

- Fixing software problems

- Maintenance of nodes/printers/hubs/etc. not subscribed to maintenance program

- Consulting and or questions pertaining subject or item separate from the system subscribed to maintenance

— Emergency service for unplanned service need separate from speci?c role of maintaining items subscribed to maintenance program

- Target response time of2 hours or less for urgent issues 7 O?lGll\lAL. - Setting up email accounts - Any form of con?guration change from the Baseline - Computer tech consulting with staff - Possibleprojectormaintenance for the libraryand/or convention center

*Purchase of replacementequipment/hardwarepurchasesare the responsibilityof the City.

If Environment

The City of Ocean Shores includesthe following machinesand node count:

- Primary Virtual Server I-lostserver (2x weight) 2

- OSSRVR1 VM(Primary utility server Dl-ICP,DNS, Rem Desktop) 2 - OSSRVR3 VM (Primary File share of DFS Mirrorand Primary DC) 2 - Blue-CM Virtual Server Host for OSSRVR4 and PDSrvr2 2

- OSSRVR4 VM (Secondary DFS, DHCP,DNS) 2

- Spring Brook Server VM 2

- Cashier PC 1 - OSUtilityl PC 1 - OSUtility2 PC I

- Purchasing PC I - Finance Director PC 1

— Assist Treasurer PC 1

— Payroll PC I

- Accounts Payable PC 1

— Mayor PC 1

- Clerk PC I - Clerk Assist/Clerk Note Book I - Spring Brook Utility Server for Assist Treasurer l - Mayor Note Book I - OCServer 1

Total COS node weight under maintenance coverage 26 Ocean Shores Public Works

- DQ45EK-HypV host for PW and GIS server VM’s (shared with Eng) 1 - GIS Server VM (shared with pw ‘/2server weight each) I - Black Bear Win2003 Server VM 2

— City Planner PC 1 - BuildingOf?cial PC 1 - Certi?ed Pennit Tech II PC 1

— Permit Counter PC 1

- Win XP VM on Certi?ed Permit Tech II PC .5 - Win XP VM on Counter PC .5

Total node count for Public Works/Perm Center 9 Ocean Shores Engineering Department 8 ORlGlNA - Engineering/GISTech PC - Other ‘/2of GIS server

Total node count for Engineering Ocean Shores Water Department

- PublicWorks Director PC

— Water DistributionCrew Chiefs PC

- Water Treatment Crew Chief’s PC

Total node count for Water Dept Ocean Shores Convention Center

- General Manager’s PC - Operation Manager’s PC - Visitor Center staffs PC - IPCOP machinefor WiFi Total nodes for Convention Center Ocean Shores MunicipalCourt

— Court Clerk’s PC - PT Court Clerk’s PC Total nodes for Court Ocean Shores Fire Dept

- Training Room PC - FDCADI and FDCAD2 PC’s - Watchtower PC - Captain PC

- AdministrativeAssistant’s PC

- Fire Chief PC - Fire Marshall PC - Volunteer PC (currently waiting on replacement order)

Total nodes Fire Dept. Ocean Shores Library

- Cassie Server VM - Work Room PC - Library Assistant’s Desktop PC in work room - Library Director’s desktop PC - Checkout PC’s 1,2, and 3

n—Iu—-An—In—-It—Iu—A[\)-—t .15;-—tn—-II—n - Patron PC’s 1-10

- Children and Teen PC’s - Catalog PC

- Reservation PC - Self Checkout PC - IPCop for PublicWi? - Library Assistant’s Laptop Total Nodes Library 27 Ocean Shores Police Department

- PD I-IypVHost Server - PD Server 1 (Primary DC, DNS, DHCP, DFS) - PD Server 2 (Secondary DC, DNS, DHCP, DFS) - Chief PC - Code EnforcementPC - Deputy Chief PC

- Deputy 1and 2 PC’s - Jail PC

- Records 1 and 2 PC’s - Pitts Win XP machine - MDT’s

Total Nodes Police Department 27

Software: Springbrook Microso? Office Suite Antivirus Remote DesktopServices

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