HomeMy WebLinkAbout2019-161 Southern Oregon Communications Services agreement SERVICES AGREEMENT
PROVIDER: Southern Oregon Communications, LLC
Cl TY o F PROVIDER'S CONTACT: Keith Reinwald
ASHLAND
20 East Main Street ADDRESS: 747 Summer Glen Drive. Medford, OR 97501
Ashland, Oregon 97520
Telephone: 541/488-5587 PHONE: 541-864-0143
Fax: 541/488-6006
This Services Agreement (hereinafter "Agreement") is entered into by and between the City of Ashland, an
Oregon municipal corporation (hereinafter "City") and Southern Oregon Communications, LLC, ("hereinafter
"Provider"), for providing all of the labor and equipment needed to install fiber optic cable for the Harfst project
located at 1970 Ashland Street.
1. PROVIDER'S OBLIGATIONS
1.1 Provide Labor and equipment needed to install City of Ashland provided aerial fiber optic cable for the
Harfst project at 1970 Ashland Street.The scope includes but is not limited the following:Traffic control
plans, naggers, permits (ODOT, COA, Railroad, etc.), aerial boom trucks, lashing equipment, guy
anchors, etc. as set forth in the "SUPPORTING DOCUMENTS" attached hereto and,by this reference,
incorporated herein. Provider expressly acknowledges that time is of the essence of any completion
date set forth in the SUPPORTING DOCUMENTS, and that no waiver or extension of such deadline
may be authorized except in the same manner as herein provided for authority to exceed the maximum
compensation. The services defined and described in the "SUPPORTING DOCUMENTS" shall
hereinafter be collectively referred to as "Work."
1.2 Provider shall obtain and maintain during the term of this Agreement and until City's final acceptance
of all Work received hereunder, a policy or policies of liability insurance including commercial general
liability insurance with a combined single limit, or the equivalent, of not less than $2,000,000 (two
million dollars)per occurrence for Bodily Injury and Property Damage.
1.2.1 The insurance required in this Article shall include the following coverages:
• Comprehensive General or Commercial General Liability, including personal injury,
contractual liability, and products/completed operations coverage; and
• Automobile Liability.
1.2.2 Each policy of such insurance shall be on an "occurrence" and not a "claims made" form, and
shall:
• Name as additional insured "the City of Ashland, Oregon, its officers, agents and
employees" with respect to claims arising out pf the provision of Work under this
Agreement;
• Apply to each named and additional named insured as though a separate policy had been
issued to each,provided that the policy limits shall not be increased thereby;
• Apply as primary coverage for each additional named insured except to the extent that two
or more such policies are intended to "layer" coverage and, taken together, they provide
total coverage from the first dollar of liability;
• Provider shall immediately notify the City of any change in insurance coverage
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3.4 This Agreement embodies the full and complete understanding of the parties respecting the subject
matter hereof. It supersedes all prior agreements, negotiations, and representations between the parties,
whether written or oral.
3.5 This Agreement may be amended only by written instrument executed with the same formalities as this
Agreement.
3.6 The following laws of the State of Oregon are hereby incorporated by reference into this Agreement:
ORS 279B.220, 279B.230 and 279B.235.
3.7 This Agreement shall be governed by the laws of the State of Oregon without regard to conflict of laws
principles. Exclusive venue for litigation of any action arising under this Agreement shall be in the
Circuit Court of the State of Oregon for Jackson County unless exclusive jurisdiction is in federal court,
in which case exclusive venue shall be in the federal district court for the district of Oregon. Each party
expressly waives any and all rights to maintain an action under this Agreement in any other venue, and
expressly consents that, upon motion of the other party, any case may be dismissed or its venue
transferred, as appropriate, so as to effectuate this choice of venue.
3.8 Provider shall defend, save,hold harmless and indemnify the City and its officers,employees and agents
from and against any and all claims, suits, actions, losses, damages, liabilities, costs, and expenses of
any nature resulting from, arising out of, or relating to the activities of Provider or its officers,
employees, contractors, or agents under this Agreement.
3.9 Neither party to this Agreement shall hold the other responsible for damages or delay in performance
caused by acts of God, strikes, lockouts, accidents, or other events beyond the control of the other or the
other's officers, employees or agents.
3.10 If any provision of this Agreement is found by a court of competent jurisdiction to be unenforceable,
such provision shall not affect the other provisions, but such unenforceable provision shall be deemed
modified to the extent necessary to render it enforceable, preserving to the fullest extent permitted the
intent of Provider and the City set forth in this Agreement.
4. SUPPORTING DOCUMENTS
The following documents are,by this reference,expressly incorporated in this Agreement,and are collectively
referred to in this Agreement as the "SUPPORTING DOCUMENTS:"
• The Provider's complete written estimate dated 5/6/2019.
5. REMEDIES
5.1 In the event Provider is in default of this Agreement, City may, at its option, pursue any or all of the
remedies available to it under this Agreement and at law or in equity, including, but not limited to:
5.1.1 Termination of this Agreement;
5.1.2 Withholding all monies due for the Work that Provider has failed to deliver within any scheduled
completion dates or any Work that have been delivered inadequately or defectively;
5.1.3 Initiation of an action or proceeding for damages, specific performance, or declaratory or
injunctive relief;
5.1.4 These remedies are cumulative to the extent the remedies are not inconsistent,and City may pursue
any remedy or remedies singly, collectively, successively or in any order whatsoever.
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5.2 In no event shall City be liable to Provider for any expenses related to termination of this Agreement or
for anticipated profits. If previous amounts paid to Provider exceed the amount due, Provider shall pay
immediately any excess to City upon written demand provided.
6. TERM AND TERMINATION
6.1 Term
This Agreement shall be effective from the date of execution on behalf of the City as set forth below
(the "Effective Date"), and shall continue in full force and effect until July 30, 2019, unless sooner
terminated as provided in Subsection 6.2.
6.2 Termination
6.2.1 The City and Provider may terminate this Agreement by mutual agreement at any time.
6.2.2 The City may, upon not less than thirty (30) days' prior written notice, terminate this Agreement
for any reason deemed appropriate in its sole discretion.
6.2.3 Either party may terminate this Agreement, with cause, by not less than fourteen (14) days' prior
written notice if the cause is not cured within that fourteen (14) day period after written notice.
Such termination is in addition to and not in lieu of any other remedy at law or equity.
7. NOTICE
Whenever notice is required or permitted to be given under this Agreement, such notice shall be given in
writing to the other party by personal delivery, by sending via a reputable commercial overnight courier, or
by mailing using registered or certified United States mail, return receipt requested, postage prepaid, to the
address set forth below:
If to the City:
City of Ashland—Ashland Fiber Network
Attn: Donald Kewley, AFN Operations Manager
20 E. Main Street
Ashland, Oregon 97520
Phone: (541) 552-2316
With a copy to:
City of Ashland—Legal Department
20 E. Main Street
Ashland, OR 97520
Phone: (541) 488-5350
If to Provider:
Southern Oregon Communications, LLC
Attn: Keith Reinwald, Owner
747 Summer Glen Drive
Medford, OR 97501
Phone: 541-864-0143
8. WAIVER OF BREACH
One or more waivers or failures to object by either party to the other's breach of any provision,term,condition,
or covenant contained in this Agreement shall not be construed as a waiver of any subsequent breach,whether
or not of the same nature.
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9. PROVIDER'S COMPLIANCE WITH TAX LAWS
9.1 Provider represents and warrants to the City that:
9.1.1 Provider shall, throughout the term of this Agreement, including any extensions hereof, comply
with:
(i) All tax laws of the State of Oregon, including but not limited to ORS 305.620 and ORS
chapters 316, 317, and 318;
(ii) Any tax provisions imposed by a political subdivision of the State of Oregon applicable to
Provider; and
(iii) Any rules, regulations, charter provisions, or ordinances that implement or enforce any of
the foregoing tax laws or provisions.
9.1.2 Provider, for a period of no fewer than six (6) calendar years preceding the Effective Date of this
Agreement, has faithfully complied with:
(i) All tax laws of the State of Oregon, including but not limited to ORS 305.620 and ORS
chapters 316, 317, and 318;
(ii) Any tax provisions imposed by a political subdivision of the State of Oregon applicable to
Provider; and
(iii) Any rules, regulations, charter provisions, or ordinances that implement or enforce any of
the foregoing tax laws or provisions.
9.2 Provider's failure to comply with the tax laws of the State of Oregon and all applicable tax laws of any
political subdivision of the State of Oregon shall constitute a material breach of this Agreement. Further,
any violation of Provider's warranty, as set forth in this Article 9, shall constitute a material breach of
this Agreement. Any material breach of this Agreement shall entitle the City to terminate this
Agreement and to seek damages and any other relief available under this Agreement,at law,or in equity.
IN WITNESS WHEREOF the parties have caused this Agreement to be signed in their respective names
by their duly authorized representatives as of the dates set forth below.
CITY OF ASHLAND: Southern Oregon was .;unic , L ' 'OVIDER):
By: By: ��
Signature Signature
A „if Keith Reinwald
Printed Name Printed Name
�fr City Administrator Owner
Title Title
June .19 June 1, 2019
Sa.1c 2%1
Date Date
(W-9 is to be submitted with this signed Agreement)
Purchase Order No.
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