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Home My WebLink About1999-071 Contract -AFN Data Svcashland J:iber network PUBLIC AGENCY CONTRACT 2 July Public Agency Contract made on this I day ofX~y, 1999, between the Ashland School District ("District") and the City of Ashland by and through its Department of Electric Utilities, Ashland Fiber Network Division ("AFN"). Recitals: A. District issued a Request for Proposals (RFP) for fiber optic connection to the Internet ("the project")with proposals due on March 15, 1999. AFN submitted a proposal in response to this RFP on March 15, 1999 ("the proposal"). B. After reviewing AFN's proposal, District selected AFN to provide the internet connection, required equipment and services covered by the RFP. District and AFN agree as follows: 1. Contract Documents. This contract is made as a result of the RFP. In the event of any inconsistencies in the terms of this contract, the RFP, and the proposal, this contract shall take precedence over the proposal which shall take precedence over the RFP. As used in this contract, "work" or "services" shall mean all labor, materials, equipment, plans, specifications, opinions, reports, and other services and products which AFN is required to provide under this contract. Sept Aug 2. Term: The term of this contract shall commence on.xJ, t~t 1, 1999, and end on ~ 31,2001 unless sooner terminated as provided in this contract. 3. Authority of Contracting Officer: The contracting officer, shall have the authority to act on behalf of District in the administration and interpretation of this contract. The contracting officer shall have complete authority to authorize services, transmit instructions, receive information, interpret and define District's policies and make other decisions with respect to AFN's services. The contracting officer for this contract is Steve Mitzel, Network Administrator/Technology Coordinator for District or Mitzel's designee. 4. Services: AFN shall provide services to District that are described in the RFP. 4.1. In connection with the services described in the RFP, AFN shall: 4.1.1. Consult appropriate representatives of District to clarify and define District's requirements relative to the services. 4.1.2. Review available data relative to the services. 1 - Public Agency Contract G:\PAUL\Telecommunications\Forms',AFN public agency ffp k.wpd 4.1.3. Identify data which is not available and is needed to fulfill the services, and act as District's representative in obtaining such data. 4.1.4. Prepare monthly progress reports to the contracting Officer on the status of services. 4.2. AFN shall commence performance of services within five days after receiving written authorization from the contracting officer for work described in the RFP. AFN shall perform the services as expeditiously as is consistent with professional skill and care and the orderly progress of the project. Upon request of District, AFN shall submit for District's approval, a schedule for the performance of work elements described in the RFP. Each schedule shall include allowance for periods of time required for District's review and approval of AFN's services. Each schedule, approved by District, shall become a part of this contract. 4.3. AFN shall perform the services as an independent contractor in accordance with generally accepted standards in AFN's profession. AFN shall be responsible for the professional quality, technical accuracy and the coordination of all services performed by AFN. AFN shall, without additional compensation, correct or revise any error or deficiencies in the services that are caused by AFN's negligence. District's review, approval, acceptance of, or payment for, any of the services shall not be construed to waive any of District's rights under this contract or of any cause of action arising out of AFN's services. In the event of any breach of this contract by AFN or negligent performance of any of the services, District's cause of action against AFN shall not be deemed to accrue until District discovers such breach or negligence, or should have, with reasonable diligence, discovered such breach or negligence. The preceding sentence shall not be construed, however, to allow District to prosecute an action against AFN beyond the maximum time limitation provided by Oregon law. 5. Assignment of AFN's Personnel: The services covered by this contract shall be rendered by, or under the supervision of Pete Lovrovich, who shall act as AFN's representative in all communications and transactions with District. 6. Responsibilities of District: 6.1. District will cooperate fully with AFN to achieve the objectives of this contract. 6.2. District will provide information, documents, materials and services that are within the possession or control of District and are required by AFN for performance of the services. 6.3. District will arrange for access to, and make all provisions for AFN to enter upon, public and private property as required for AFN to perform the services. 6.4. District will provide all permits necessary for completion of the project. 2- Public Agency Contract G:\PAUL\Telecommunications\Forms~,FN public agency rfp k.wpd 7. Payment: 7.1. District shall pay AFN for services and reimburse AFN for expenses incurred by AFN in performance of services in accordance with a payment schedule to be submitted by AFN and accepted by District. No reimbursement will be made for expenses that are not specifically itemized in this payment schedule without prior approval by the contracting officer. 7.2. AFN shall submit monthly invoices to District for AFN's services within ten days after the end of the month covered by the invoice. District shall pay AFN within thirty days of the invoice. 7.3. Total payments under this contract or any amendments shall not exceed the sum specified in AFN's proposal. 8. Records: 8.1. AFN shall develop and maintain complete books of account and other records on the services which are adequate for evaluating AFN's performance. AFN shall maintain records in such a manner as to provide a clear distinction between the expenditures and revenues related to the project and the expenditures and revenues related to AFN's other business. 8.2. AFN's books and records shall be made available for inspection by District at reasonable times, to verify AFN's compliance with this contract. District shall have the right to request an audit of AFN's books and records by a certified public accountant retained by District. 9. Default: 9.1. There shall be a default under this contract if either party fails to perform any act or obligation required by this contract within thirty days after the other party gives written notice specifying the nature of the breach with reasonable particularity. If the breach specified in the notice is of such a nature that it cannot be completely cured within the thirty day period, no default shall occur if the party receiving the notice begins performance of the act or obligation within the ten day period and thereafter proceeds with reasonable diligence and in good faith to effect the remedy as soon as practicable. 9.2. Notwithstanding subsection 9.1, either party may declare a default by written notice to the other party, without allowing an opportunity to cure, if the other party repeatedly breaches the terms of this contract. 9.3. If a default occurs, the party injured by the default may elect to terminate this contract and pursue any equitable or legal rights and remedies available under Oregon law. All remedies shall be cumulative. 3- Public Agency Contract G:\PAUL\Telecommunications\FormsW, FN public agency rfp k.wpd 9.4. Any litigation arising out of this contract shall be conducted in Circuit Court of the State of Oregon for Jackson County. 10. Notices: Any notice required to be given under this contract or any notice required to be given by law shall be in writing and may be given by personal delivery or by registered or certified mail, or by any other manner prescribed by law. 10.1 . Notices to District shall be addressed to the contracting officer at Ashland School District, 885 Siskiyou Boulevard, Ashland, OR 97520. 10.2. Notices to AFN shall be addressed to AFN's representative at 90 North Mountain Street, Ashland, OR 97520 11. Assignment: District and AFN and the respective successors, administrators, assigns and legal representatives of each are bound by this contract to the other party and to the partners, successors, administrators, assigns and legal representatives of the other party. AFN shall not assign or subcontract AFN's rights or obligations under this contract without prior written consent of District. Except as stated in this section, nothing in this contract shall be construed to give any rights or benefits to anyone other than District and AFN. 12. Modification: No modification of this contract shall be valid unless in writing and signed by the parties. District: By: (, ~n Title: er dent AFN: By: }z~//~&~ Title: ~'~~ Title: Business Manager AFN Legal Review by: 4- Public Agency Contract G:\PAUL%Telecommunications\Forms%AFN public agency rfp k.wpd