HomeMy WebLinkAbout1999-150 Internet Agmt - SOU SOUTHERN OREGON UNIVERSITY
RESIDENCE HALL INTERNET ACCESS SERVICES AGREEMENT
THIS AGREEMENT is entered into by and between the State of Oregon, acting
by and through the State Board of Higher Education, on behalf of Southern Oregon
University, hereinafter "SOU", the City of Ashland, a political subdivision of the State of
Oregon, on behalf of Ashland Fiber Network, hereinafter "CITY", and Internet Ventures
Oregon, Inc., d.b.a. InfoStructure, Inc., a private corporation, hereinafter
"INFOSTRUCTURE".
Pursuant to a competitive procurement award, the parties agree as follows:
SCOPE OF AGREEMENT
Unless specifically amended, clarified, or expanded in this contract form, the
agreement between the parties shall consist of the entire RFP, CONTRACTORS'
responding proposals, clarifications, addenda, and additions, which are hereby
attached and made a part of this contract. Hereafter, the complete contract
package shall be referred to as "contract documents".
B. CITY RESPONSIBILITIES:
Statement of Work
The CITY agrees to build a Gigabit/Fast Ethernet System with a Gigabit
Ethernet backbone in Southern Oregon University's three student
residence hall complexes: Susanne Holmes, Cascade, and Greensprings
and Fast Ethernet connection from the residence halls to the University's
campus network to meet or exceed the University's requirements as
contained in the RFP documents and in the City's proposal. The system
will provide each residence hall room with high-speed Internet access,
and the ability to access multimedia network content and IP Telephony.
The system will be compatible with existing systems on the SOU campus
network.
Selected Options
SOU has elected to contract for optional work by the CITY as follows:
(a) Upgrade of the network from hubs to switches including all
transceivers/uplink modules, to yield additional bandwidth and
improve security.
(b)
Add Aspen Hall ( 28 rooms, 1 apartment, 2 lounges) to the facilities
to be Internet connected.
3. Consideration
The CITY Contract pricing, as contained in the contract documents, is as follows:
One-time payment for construction & installation:
Switch Upgrade
Aspen Hall
Subtotal Lump-Sum Payment
$100,000
45,500
12,000
$157,500
Annual maintenance fee
$ 91,600
TOTAL Five-Year Contract Amount:
$615,500
Also, as provided for in the contract documents, the one-time payment for
construction and installation shall be due from SOU to CITY upon completion of
installation, system testing and acceptance by SOU. The annual maintenance
fees shall be paid quarterly upon invoicing for the prior quarter from the
Contractor based on the date the system is accepted and placed in operation.
4. Term
The contract for CITY services shall commence on the date of the last signature
of this contract for an initial term of five (5) years from the date Service is first
delivered to SOU. SOU shall have the option of renewing the contract at
mutually agreed upon pricing for an additional five years or for additional one-
year periods not to exceed a total of five years.
Schedule of Work
Time is of the essence in this contract. The CITY shall at all times carry
on the work diligently, without delay and punctually fulfill all requirements
herein.
5.2
Conduct of the Work shall commence upon execution of this contract and
proceed according to the preliminary schedule to be provided by CITY
under section 5.3 below. Unless specifically extended by change order,
Seventy-five Percent (75%) of the Work under this contract shall be
completed by September 30, 1999, with the remaining work to be
completed by October 31, 1999. These completion dates are contingent
upon SOU granting permission to use the existing wall penetrations
previously used by prior contractor. Should the CITY be required to drill
new wall penetrations, the CITY shall submit its revised schedule to SOU
for review and acceptance and to be adopted by contract amendment.
5.3
CITY shall provide, by or before a pre-construction conference, a detailed
schedule for review and acceptance by SOU. The schedule must
illustrate the Work by significant project components and labor
categories, long lead items, by building and floor as applicable. Once
approved, the schedule shall be updated weekly and submitted to the
SOU authorized representative. Acceptance of the Schedule by SOU
does not constitute agreement by SOU as to CITY's sequencing, means,
methods, or durations.
5.4
The CITY will have access during holidays, selected weekends and
minimal use periods to the tunnel(s), underground conduit, residence
halls, basements, and vertical runs. Both parties agree to cooperate in
good faith to schedule access in accordance with SOU summer
maintenance schedule, while ensuring sufficient progress of the work to
meet the contract final completion deadline. The most recent Residence
Hall Maintenance Schedule will be provided by SOU to CITY upon
contract execution, and shall be updated weekly as necessary.
5.5
The CITY warrants that it has the expertise, forces, and equipment to
complete the work within the Contract period. Any request for additional
time shall be by written notice stating the general nature of the request,
delivered to SOU's authorized representative and in accordance with
Contract Section B14, "Delays". As part of this notice, the CITY shall
provide an estimate of the probable effect of such delay on the progress
of the Work and final completion by the deadline.
=
Provision of Detailed Technical Desi.cln
Prior to commencement of the Work, the CITY shall provide for SOU's
review and approval its complete technical design plan, detail and
drawings sufficient to establish that the design will result in the specified
type, quality, and reliable services required by the contract documents.
The parties acknowledge that the detailed plans may need to be adjusted
during the conduct of the work for minor and routine location and routing
changes that do not impact the final contract payment or schedule, and
agree to cooperatively consult regarding design and plan adjustments
deemed necessary. Any adjustments that do impact the contract payment
and schedule provisions, shall be subject to the change order provisions
in Section B13 "Changes in Work."
7.2
9.2
9.3
10.
4
Superintendence
The CITY shall provide during the progress of the Work a competent
superintendent and any necessary assistants who shall represent the
CITY on site. Directions given to the CITY's superintendent on site by
SO U's representative shall be confirmed in writing to the CITY.
The parties agree to hold project status meetings of their authorized
representatives and other necessary parties at regular intervals sufficient
to maintain acceptable progress of the work and to ensure sufficient
communication and resolution of any project issues that may arise.
Miti.clation of Impacts
The CITY is responsible for mitigating any impacts to the project from
authorized changes and other causes which may affect cost, schedule, or
quality.
Materials and Workmanship
The intent of the Contract documents is to provide for the construction
and completion of every detail of the Work described. All Work shall be
performed in a professional manner,, and unless the means or methods of
performing a task are specified elsewhere in the contract documents,
CITY shall employ methods that are generally accepted and used by the
industry in like installations.
The CITY is responsible for performing the Work as required by the
contract documents. Defective work shall be corrected at the CITY's
expense.
Work done and materials furnished shall be subject to inspection and/or
observation and testing by SOU's Authorized Representative to determine
if they conform to the contract documents. Inspection of the Work by
SOU does not relieve the CITY of responsibility for the Work in
accordance with the contract documents.
Permits
CITY shall obtain and pay for all necessary permits and licenses, except
for any specifically excluded in the contract documents, for construction of
the Work, for temporary obstructions, enclosures, opening of streets,
pipes, walls, utilities, environmental, etc. as required for the Project. CITY
shall be responsible for any and all violations of the law in connections
with its construction and installation for this Project.
11.
11.1
11.2
12.
12.1
12.2
12.3
12.4
Inspection
SOU's authorized representative shall have access to the Work at all
times.
Inspection of the Work shall be made by SOU's authorized representative
at its discretion. SOU's authorized representative shall attempt to
schedule inspections in a manner and at intervals that will not result in
delays in the Work or unnecessarily require completed work to be
uncovered and restored. Any work found to be not in conformance with
the contract documents shall be removed and replaced at the CITY's
expense.
Wa.cles and Labor
The CITY shall comply fully with the provisions of the prevailing wage
rates as established by the Bureau of Labor and Industries (ORS
351.070(2)(a) and OAR 580-50-032(6) and as applicable to CITY as a
political subdivision.
The CITY and its subcontractors shall submit complete weekly certified
statements of payrolls before the final payment is made to the Contractor
by SOU.
Payroll and Certified Wage Statement forms are available at any BOLl
office. Payroll and certified statement records must be kept by the CITY
for three (3) years from the date of final completion of the contract.
The CITY shall make payment promptly, as due, to all persons supplying
to CITY labor or materials for conduct of the Work provided for in the
contract documents, and shall ensure compliance with BOLl provisions by
any subcontractors. The CITY and subcontractor(s) shall pay all
contributions or amounts due the State Industrial Accident Fund and the
State Unemployment Compensation Trust Fund arising out of the
performance of the Work under this contract. The CITY and
subcontractor(s) shall pay to the Department of Revenue all sums
withheld from employees pursuant to ORS 316.167.
If CITY fails, neglects, or refuses to make prompt payment of any claim for
labor or services furnished to the CITY or a subcontractor for work under
this contract, SOU's authorized representative may pay the claim and
charge the amount of the payment against funds due or to become due to
CITY under this contract.
13.
13.1
13.2
13.3
13.4
14.
14.1
14.2
Changes in the Work
The terms of this Contract shall not be waived, altered, modified,
supplemented or amended in any manner whatsoever, without prior
written approval of the parties.
It is mutually agreed that refinement in plans, routes, quantities or details
of construction are inherent to the nature of the project and may be
necessary or desirable during the course of the Work. Either party's
authorized representative may at any time identify changes determined
necessary or desirable to complete the Work and initiate the required
amendment(s) or change order(s) for signature by the parties.
Any contract amendment including change orders, extra work, field
orders, or other changes in the Contract Documents which modifies the
original Contract, may be made with the CITY without competitive bidding
subject to the provisions of OAR 580-040-0245.
In the event there are any changes or extra work of a type not covered by
the prices and options covered in the contract documents, the basis of
payments shall be agreed upon in writing between the parties before the
work is done.
Delays
If the CITY IS delayed by any actions of SOU, SOU's authorized
representative, or other employee or agent of SOU, or by Force Majeure,
the CITY shall submit a written notification of the delay to SOU's
authorized representative within two working days of the delay. This
notice shall state the cause of the delay, the project components impacted
by the delay, and the anticipated time extension necessary.
Avoidable delays include delays which could have been avoided by the
exercise of care, prudence, foresight, and diligence on the part of the
CITY or its subcontractors, including, but not limited to, the following:
(a) Delays which may in themselves be unavoidable but which affect only
a portion of the work and do not necessarily prevent or delay the
prosecution of other parts of the work for the final completion deadline;
and
(b) Time associated with the reasonable and predictable interference of
other contractors which do not necessarily prevent the completion of the
whole Work on schedule.
14.3
14.4
14.5
15.
15.1
15.2
16.
Unavoidable delays include those which result from causes beyond the
control of the CITY and which could not have been avoided even by the
exercise of care, prudence, foresight, and diligence on the part of the
CITY or its subcontractorso Delays caused by Force Majeure (acts of
god), war, public enemy, freight embargoes, and strikes which occur
despite the CITY's reasonable efforts to avoid them, shall be considered
unavoidable.
Claims by the CITY based on adverse weather conditions must be
substantiated by documentation that the weather conditions were
abnormal for the specific time period, could not have been anticipated by
the CITY, and adversely impacted the Work.
CITY shall be entitled to time extension for sufficiently documented
unavoidable delays, but also shall make reasonable effort to mitigate the
impact on the project schedule. SOU may grant a time extension for
avoidable delay if it determines it to be in SOU's best interest. Time
extensions for both avoidable and unavoidable delays shall not be
compensable. Only delays within the reasonable control of SOU shall be
compensable based on documentation of actual and reasonable costs.
Proiect Close Out
As a condition of final payment, the CITY shall furnish to SOU's
authorized representative complete record drawings, and "as built"
designs on reproducible Mylar for the entire project. Such plans,
designs, and drawings are part of the Work and shall depict the Project
as finally constructed, reflecting each and every change, modification,
and deletion made during the project.
As a condition of final payment, the CITY shall submit to SOU's
authorized representative a notarized Release of Liens and Claims form,
which states that all subcontractors and suppliers have been paid in full,
all disputes have been resolved, all obligations of the Project have been
satisfied, all monetary claims have been paid, and that, to the best of
CITY's knowledge, there are no claims of any kind outstanding against
the Project. CITY shall indemnify and hold harmless SOU from all claims
for the labor and materials furnished under this contract.
Warranty of Work
Neither the final payment nor any provision of the contract documents
shall relieve the CITY from responsibility for defective Work and, unless
otherwise specified, CITY shall correct any defects that appear in the
Work for the duration of the contract. Latent defects shall be remedied by
17.
18.
18.1
18.2
19.
the CITY at any time they become apparent. SOU shall give CITY notice
of defects with reasonable promptness following its identification of the
defects.
System Ownership
CITY will own and maintain all infrastructure and associated equipment
provided under this contract for the duration of the contract. Upon the
expiration of the contract period, or extension thereof, CITY shall either
(A) offer to SOU the option to obtain ownership of the installed system by
payment to CITY of a one-time charge not to exceed $20,000 or (B) As far
as is practicable, remove the entire installation from the SOU premises
and restore the premises to their original condition. Upon transfer of
ownership to SOU, SOU shall assume all responsibility for system repair
and maintenance.
Additional Uses
The CITY agrees that SOU will be allowed to use any installed bandwidth
capacity in excess of CITY's requirements, excluding bandwidth external
to the Ashland Fiber Network, provided such use does not impact the
ability of the CITY to perform its Work and services under this contract.
SOU shall submit any proposed uses of excess capacity to the CITY for
its review and approval before commencing any work.
The CITY agrees that SOU may propose additional uses of the physical
infrastructure, not specifically authorized in the contract documents, for
the review and approval of the CITY. As long as the proposed use does
not negatively impact the designed use and the integrity of the physical
infrastructure, or the administrative ability of the CITY to perform
contracted services, the CITY shall not unreasonably withhold its
approval.
Insurance Certificates
Prior to commencement of the Work, the CITY shall provide to SOU's
Director of Business Services certificates of insurance as proof that the
CITY has the insurance coverages required by the contract documents.
INFOSTRUCTURE RESPONSIBILITIES:
1. Statement of Work
INFOSTRUCTURE shall provide the following services to end customers
in support of the Residence Hall Internet Access project, and, for
purposes of this agreement: SOU Student Resident refers to SOU
student living in Residence Hall. Installation Technician refers to
1.2.
(a)
(b)
(c)
(d)
(e)
(f)
employees of InfoStructure who will perform the on-site installations.
SOU agrees to incorporate important service parameters and a mutually
agreed upon waiver of responsibility of InfoStructure for loss of data as
part of the SOU Residence Hall contract signed by its students.
Telephone Support:
Telephone support shall be provided from 9AM to 9PM M-F and
11AM-SPM Saturday. During these hours, appropriately trained
representatives of InfoStructure shall be available by telephone to
provide advice and assistance for questions and Internet connectivity
problems for students provided Internet access under this agreement.
(There is no service Sunday or legal holidays recognized by
InfoStructure.)
Telephone support requests will be handled and resolved on the same
day as the call unless complex problems prevent same-day resolution.
Problems that have not been resolved within 2 working days will be
referred to an InfoStructure installation supervisor or networking
engineer for resolution.
Cost per support call incident is $15, even if multiple calls are
necessary to resolve a given incident or problem.
Telephone Support Call incidents will be logged in the InfoStructure
Help Desk system. Information included in the call ticket will include
Student Name, Dormitory, Room Number, date and a description of
the problem and service recommendations.
Reports will be provided to SOU Associate Director of Systems &
Operations and Residential Life Public Service Representative at the
end of each academic quarter and will provide at a minimum the
following information: count of support calls for that quarter, total calls
since contract beginning, average time ticket open before resolution,
and problem category.
1.3
(a)
(b)
(c)
Follow-up On-Site Service Calls:
SOU Student Residents, or designated representatives, requesting
on-site service must be present at time of service. With written
permission a Student Resident may designate an authorized
representative in lieu of the Student Resident to be present for the
service appointment.
SOU Student Resident will schedule service appointments directly
with InfoStructure.
Service appointments will be scheduled by InfoStructure to occur
(d)
(e)
(f)
(g)
(h)
(i)
10
within 3 working days after a Student Resident request is received,
unless the SOU Student Resident requesting service is not available
within that time frame.
Service will be scheduled to occur within a 2-hour time window. If
Student Resident or authorized representative is not present at the
designated time SOU will be billed the $50 service fee, and
InfoStructure will contact the Student Resident to make a second
appointment, which will be subject to a second $50 installation fee.
On.Site service assistance will be provided by InfoStructure Customer
Support Engineers. Problems that cannot be resolved by a Customer
Support Engineer within 2 visits will be referred to an InfoStructure
installation supervisor or networking engineer for resolution.
InfoStructure is not responsible for solving service problems arising
from causes outside its responsibilities.
Cost per on-site service incident is $50, even if multiple visits are
necessary to resolve a given incident or problem.
On-Site service calls will be performed 9AM - 5PM M-F. There is no
service on Saturday, Sunday or legal holidays recognized by
InfoStructure.
On-Site Service Call incidents will be logged in the InfoStructure Help
Desk system. Information included on the call ticket will include
Student Name, Dormitory, Room Number, Date of Service, Problem
Description and Service Performed.
Reports will be provided to SOU Associate Director of Systems &
Operations and Residential Life Public Service Representative at the
end of each academic quarter and will provide the following
information: count of on-site service calls for that quarter, total calls
since contract beginning and average time ticket open before
resolution, summary of frequently occurring problems, and types of
services/problems represented in categories. If Student Resident
didn't show for the service appointment this will also be reported.
1.4
(a)
On-Site Installation Service
InfoStructure will provide the following installation services:
-Installation of Ethernet Card in Computer
-Connect cable to wall jack.
-Install browser software if necessary. Only Netscape Communicator and
Internet Explorer will be supported. [Versions used must conform to
standards required for use with the SOU Student E-Mail System,]
-Configure software for connection to Internet through AFN.
-Configure software for access to SOU Student E-Mail System.
]1
(b)
(c)
(d)
(e)
(f)
(g)
(i)
(k)
SOU Student Residents, or designated representatives, requesting
installation service must be present at time of installation. With written
permission a Student Resident may designate an authorized
representative to be present for the installation appointment.
SOU Student Residents will schedule installation appointments directly
with InfoStructure.
Installation appointments will be scheduled by InfoStructure to occur
within 3 working days after a Student Resident request is received, unless
the SOU Student Resident requesting service is not available within that
time frame.
Installation will be scheduled to occur within a 2-hour time window. If
Student Resident or authorized representative is not present at the
designated time SOU will be billed the $50 installation fee, and
InfoStructure will contact the Student Resident to make a second
appointment, which will be subject to a second $50 installation fee.
This outlined installation scheduling process applies to the entire school
year, including summers.
On-Site installation will be performed by InfoStructure Customer Support
Engineers or Installation Technicians hired by InfoStructure.
Installations that do not result in a working system for the SOU Student
Resident, the cause(s) of which arise out of InfoStructure's
responsibilities under the contract, will be corrected at no additional cost.
InfoStructure shall cooperate with SOU and the CITY to the extent
necessary to isolate their respective problems, but shall not be
responsible for solving installation problems arising from causes outside
its responsibilities. Problems that are not resolved by a Customer
Support Engineer or Installation Technician within 2 visits will be
escalated to an InfoStructure installation supervisor or networking
engineer for resolution.
Cost per on-site installation is $50.
On-Site installations will be performed 9AM - 5PM M-F. Evening
appointments M-F may be scheduled if Installation Technicians are
available, but no installations will occur past 9:00 PM. There is no
service, Saturday, Sunday or legal holidays recognized by InfoStructure.
Installation Technicians will be trained by InfoStructure engineering
personnel for no less than three supervised installations before the
installer is permitted to perform installations independently. An
installation checklist will be used to ensure consistency and thoroughness
in the installation process.
Installation checklist will be submitted to SOU Associate Director of
Systems & Operations for review no later than 9/'10/99. In subsequent
years this checklist will be revised and provided to SOU Associate
Director of Systems & Operations one week prior to the time installation
(m)
(n)
work begins.
Installation requests will be logged in the InfoStructure Help Desk system.
Information included on the request ticket will include Student Name,
Dormitory, Room Number, and Date of Installation. If Student Resident
missed the installation appointment, this will also be noted on the ticket.
Reports will be provided to SOU Associate Director of Systems &
Operations and Residential Life Public Service Representative at the end
of each academic quarter and will provide the following information: count
of installations performed for that quarter, total installations since contract
beginning, number of no shows for appointments that quarter and total no
shows since contract beginning.
1.5
(a)
(b)
(c)
Student Resident Performs Installation
At SOU option, InfoStructure will provide written installation and computer
configuration instructions for use by Student Residents who wish to
perform their own installations.
These installation instructions will be submitted to SOU Associate
Director of Systems & Operations for review no later than 9/10/99. In
subsequent years these instructions will be revised and provided to SOU
Associate Director of Systems & Operations two weeks prior to the
beginning of Fall Term.
Student Residents may perform their own installations only under the on-
site supervision of InfoStructure.
1.6
(a)
(b)
(C)
Desktop Ecluipment and Software Requirements
The parties agree that, at the time of contract execution, the minimum
customer hardware requirements for Internet connection are:
PC's Pentium or better running Win95 or better. 16MB Ram. 50 MB
available hard disk drive space. One open ISA or PCI slot.
Mac's: System 7.5 or later. 16 MB RAM. 50 MB available hard
drive space. Ethernet slot on on-board Ethernet.
SOU will have preferred standards for the Ethernet cards and provide
InfoStructure with the appropriate drivers for cards that will be stocked
and sold by SOU to Student Residents. Student Residents will be given a
list of preferred choices of card models to choose from, including Card
options for 10BaseT ISA, 10BaseT PCI and 100BaseT PCI.
For Student Residents who already have built in Ethernet, already own, or
prefer to buy their own Ethernet card, InfoStructure agrees to configure
the machine for that device. However, Student Resident is responsible
for providing the appropriate driver for the Ethernet device.
13
Consideration
2.1 INFOSTRUCTURE agrees to perform the Work for a maximum fee during
the first year based upon the following rates and consideration:
(a)
Service rates shall be as follows:
Installations:@$50
Telephone follow-ups:@$15 per incident
Service calls:@$50 per incident
(b) Total Contract Amount: not to exceed $61,591.
2.2
Upon commencement of services, SOU shall make to INFOSTRUCTURE
a lump-sum payment of $30,796 (50% of Contract amount) as a credit
against services to be provided. INFOSTRUCTURE shall provide a
quarterly statement of actual activity against the credit balance, until the
credit is exhausted. The remaining balance of service fees shall be paid
quarterly upon invoicing by INFOSTRUCTURE for actual services
rendered during the prior quarter based on the date the services are
provided.
2.3
The parties agree that any support service quotas not used during the
first annual period will carry forward as a credit to any subsequent annual
period(s), as specified in Section C3.2 below.
3. Term
3.1
INFOSTRUCTURE services under this agreement shall commence on or
about September 27, 1999, at the time students move into the Residence
Halls for Fall Term 1999, provided that CITY has fully completed its
installation, testing, and SOU has accepted. If CITY is delayed, but SOU
decides to place portion(s) of the system into operation,
INFOSTRUCTURE agrees to provide its services to those completed
locations starting on September 27, 1999, or at a date otherwise mutually
agreed to.
3.2
This contract with INFOSTRUCTURE shall continue in effect until SOU
fully utilizes the service/payment maximum of $61,591. At SOU option,
this contract may be renewed, at mutually agreed upon pricing, for
additional periods not to exceed five years.
4. Schedule
4.1 A few pilot installations, at regular contract rates, will occur during the
14
4.2
4.3
week of 9/20/99, one week prior to the beginning of Fall Term, in areas
where wiring work has been completed by AFN. Production installations
will commence on 9/27/99 in areas where wiring work has been
completed and tested by AFN. In subsequent years, installations shall
commence on the Monday before the Fall Quarter begins.
During the initial installation in Fall Term 1999, and for subsequent Fall
Terms, the first three weeks of installation activity may require scheduling
in excess of the three-day standard contained in Section (:;(1.4.) of the
contract, based on the volumes of concurrent requests received.
INFOSTRUCTURE shall provide daily to the SOU Housing Office its
schedule of installation appointments and service appointments for a
rolling three-day interval. Each day's report shall also note any missed
appointments from the prior day.
Insurance Certificates
Prior to commencement of the Work, INFOSTRUCTURE shall provide to SOU's
Director of Business Services certificates of insurance as proof that the
Contractor has the insurance coverages required in the contract documents.
DISPUTE RESOLUTION
The parties shall make every effort to resolve disputes arising out of or relating
to this agreement through discussion and negotiation. Should discussion and
negotiation fail to resolve a dispute under this agreement, the parties shall
assemble a dispute resolution team. The team shall consist of one
representative from each party to the agreement, with a final representative
chosen by the party representatives. The team shall issue a non-binding
resolution to the parties for consideration.
MERGER CLAUSE
THIS AGREEMENT CONSTITUTES THE ENTIRE AGREEMENT BETWEEN THE
PARTIES. THERE ARE NO UNDERSTANDINGS, AGREEMENTS, OR
REPRESENTATIONS, ORAL OR WRITTEN, NOT SPECIFIED HEREIN REGARDING
THIS AGREEMENT. NO AMENDMENT, CONSENT, OR WAIVER OF TERMS OF
THIS AGREEMENT SHALL BIND ANY PARTY UNLESS IN WRITING AND SIGNED
BY ALL PARTIES. ANY SUCH AMENDMENT, CONSENT, OR WAIVER SHALL BE
EFFECTIVE ONLY IN THE SPECIFIC INSTANCE AND FOR THE SPECIFIC
PURPOSE GIVEN. PARTIES, BY SIGNATURE BELOW OF THEIR AUTHORIZED
REPRESENTATIVES ACKNOWLEDGE HAVING READ AND UNDERSTOOD THE
AGREEMENT AND AGREE TO ABIDE BY ITS TERMS AND CONDITIONS.
SIGNATURES
15
FOR CITY OF ASHLAND:
Federal Tax ID #
Peter owch e Date
Direct i' ric and Tel communications
FOR INFOSTRUCTURE, INC.
Federal Tax ID#
Reed Olson Date
President
Internet Ventures Oregon, Inc.
FOR STATE OF OREGON, ACTING BY
AND THROUGH THE STATE BOARD
OF HIGHER EDUCATION, ON BEHALF
OF SOUT~E:IERN OREGON UNIVERSITY
Kevin Talb~rt Date
Chief Information Officer
Beth Barnes Date
Director of Business Services
Approved as to legal sufficiency:
Marilyn ~hL'Yee~ L.-~'- ~'z/, ~
Date
Department of Justice
Name Date
Title
ATTACHMENT A
Contract Terms and Conditions taken from the Recluest for Proposal
Duration of Offer:
Proposal prices, terms, and conditions shall be firm through contract
execution. The successful proposal shall not be subject to future price
escalation or changes of terms if accepted on or before June 30, 1999. Price
increases or changes in terms by others after the acceptance shall not be
considered.
Vendor Responsibilities:
The contractors are responsible for the delivery and installation of products
and services associated with the contract documents. The university shall
consider the contractors to be the sole point of contact with regard to their
respective contractual matters. The parties agree to work together in good
faith to satisfy completely all of the obligations and duties of the agreement.
Contract:
The contract incorporates the entire RFP, vendors' response, clarifications,
addenda, and additions. All such material constitute the contract
documents.
Contract Use:
SOU and contractor(s) will allow other educational institutions and local
government entities to utilize the contract, assuming their procurement
process allows for such.
Account Representative:
The contractor(s) shall assign a competent Account Representative
acceptable to the university who will represent the contractor in providing
contracted services to the university. If the Account Representative is
removed by the contractor, the new Account Representative must be
acceptable to the university.
6. Acceptance:
No invoice from the contractor(s) will be accepted by the university until after
the high speed Internet access system is accepted. The system vendor will
notify the university in writing when all the specifications are met and the
system is ready for use. The university will have at least fifteen working days
after the date of the receipt of written notification from the vendor for testing.
The university shall document in writing for the vendor any problems
encountered in using the high speed Internet access system. The system
shall be considered "accepted" when the university notifies the vendor in
writing that the system functions as described in the specifications. Nothing
in this provision relieves the CITY of its responsibility for correcting latent
defects, even if discovered after acceptance, as contained in the agreement
Section B16.
7. Payment:
The university will provide payment within 30 days of invoicing.
8. Patent/Copyright Infringement:
The contractors shall save, defend, indemnify and hold harmless the state
of Oregon, the State Board of Higher Education, Southern Oregon
University, and their officers, employees and members from all claims, suits
or actions related to patent/copyright infringement. Such a requirement is
based upon the condition that the university provides the contractors with
prompt notice of such suit.
9. Waiver:
The university's decision not to enforce any provision of the contract will not
constitute a waiver of the university's dght to enforce other provisions of the
contract.
10. Successors:
11.
The provisions of this contract will be binding upon all parties and their
respective successors.
Choice of Law:
The contract shall be governed by and construed in accordance with the
laws of the State of Oregon.
12. Tax Compliance Certification:
13.
14.
15.
16.
Each Contractor hereby affirms, under penalty of perjury, as provided in
ORS 305.385(6), that to the best of Contractor's knowledge, Contractor is
not in violation of any of the tax laws described in ORS 305.380(4).
Compliance with Applicable Laws:
Each Contractor agrees to comply with all federal, state, county, and local
laws, ordinances, and regulations applicable to its provisions of services
under this agreement, including all applicable requirements of federal and
state civil rights and rehabilitation statutes, rules, and regulations. Contractor
is solely responsible at its own expense for securing any permits and
licenses required for its provisions of services under this agreement. Failure
to comply with such requirements shall constitute a breach of contract and
shall be grounds for contract cancellation. Damages or costs resulting from
noncompliance shall be the sole responsibility of Contractor.
Assignment:
Contractor(s) shall not assign, sell, or transfer its interest nor delegate its
obligations in this agreement without the express written consent of the
university.
Hold Harmless:
Each Contractor shall save, defend, indemnify, and hold harmless the State
of Oregon, the State Board of Higher Education, Southern Oregon
University, and their officers, employees, and members from all claims, suits,
or actions resulting from or arising out of the activities of the Contractor or
its subcontractors, employees, or volunteers under this agreement.
Workers' Compensation Insurance:
Each Contractor, its subcontractors, if any, and all employers working under
this agreement are subject employers under the Oregon Workers'
Compensation Law and shall comply with ORS 656.017, which requires
them to provide workers' compensation coverage for all their subject
workers. The Contractor shall require proof of such workers' compensation
coverage by receiving and keeping on file a certificate of insurance from
each subcontractor or anyone else directly employed by either contractor or
subcontractor.
18
17. Liability Insurance:
18.
19.
Each Contractor shall secure at its own expense and keep in effect for the
duration of this agreement comprehensive general liability insurance with
minimum limits of $1,000,000 per occurrence for personal injury and property
damage. The State of Oregon, State Board of Higher Education, and
Southern Oregon University shall be named as additional insureds. Such
insurance policies shall be issued by an insurance company authorized to
do business in the State of Oregon.
Before this agreement becomes effective, each Contractor shall furnish to
University's Director of Business Services a certificate of insurance as
evidence of the insurance coverage required by this agreement. The
University shall be provided 30 days written notice if the insurance is
canceled or materially changed.
Attorneys' Fees:
In the event a lawsuit or other enforcement action of any kind is instituted by
either party to obtain performance of any obligations under this agreement,
the prevailing party shall be required to pay such additional sums as may be
awarded for reasonable attorney fees and to pay all costs and
disbursements therein.
Terminations:
19
This agreement may be terminated at any time by mutual consent of the
parties upon 30 days notice in writing delivered by certified mail or in person.
The university may terminate this agreement effective upon delivery of
written notice to the Contractor(s), or at such later date as may be
established, if:
(a) Federal or State regulations or guidelines are modified or changed in
such a way that the uses are no longer allowable.
(b) Any license, certificate, or permit required by law or regulation to be
held by the Contractor(s) to provide the services covered by this
agreement is for any reason denied, revoked, or not renewed.
(c) If institution funds from Federal, State, or other sources is not
sufficient for purchase of the indicated services, when possible and
agreed upon the contract may be modified to accommodate a
reduction in funds.
This agreement may also be terminated by the university by written notice
for default, including breach of contract, if:
(a) The Contractor(s) fails to meet its financial obligations established by
20
(b)
this agreement within the time specified; or
The Contractor(s) fails to perform any of the other provisions or
obligations of this agreement, in accordance with its terms, and, after
receipt of written notice from the university, fails to correct such
failures within ten days.
The rights and remedies of the university provided above related to defaults,
including breach of contract, by the Contractor(s) shall not be exclusive and
are in addition to any other dghts and remedies provided by law or under this
agreement.
20. Access to Records:
The State of Oregon, the State Board of Higher Education, Southern Oregon
University, the federal government, and their duly authorized representatives
shall have access to books, documents, papers, and records of Contractor(s)
which are directly pertinent to this contract and the contractor's performance
and invoicing, for the purpose of making audit, examination, excerpts, and
transcripts.
21. Independent Contractor Status:
The service(s) to be rendered under this contract are those of independent
contractors. Each Contractor will be solely and entirely responsible for its
acts and for the acts of its agents or employees during the performance of
this contract. Each Contractor is responsible for any federal or state taxes
applicable to payment received under this contract; will not be eligible for
any federal social security, state workers' compensation, unemployment
insurance, or retirement system benefits from any contract payment; is not
an officer, employee or agent of the State as these items are used in ORS
30.265 and will not be under the direction and control of University.
22. Economic Opportunities:
Contractors shall, when applicable, have made good faith effort to
subcontract or establish joint ventures with or obtain materials to be used in
performing the contact from minority, women, or emerging small business
enterprises.
23. Termination Due to Non-Appropriation of Funds:
If sufficient funds are not provided in future legislatively approved budgets
of the Oregon University System (:or from applicable Federal, state, or other
24.
25.
sources) to permit the institution in the exercise of its reasonable
administrative discretion to continue this contract, or if the program for which
this contract was executed is abolished, the institution may terminate this
contract without further liability by giving the vendor not less than thirty (30)
days notice. In determining the availability of funds from the Oregon
Legislature for this contact, OU8 may use the budget adopted for it by the
Joint Ways and Means Committee of the Oregon Legislative Assembly.
Responsibility for Damages:
Contractor(s) shall be responsible for all damage to property, injury to
persons, and loss, expense, inconvenience, and delay which may be caused
by or result from any act, omission, or neglect of vendor, its respective
subcontractors, or employees in carrying out the work to be done under this
contract.
Foreign Contractor:
If the vendor is not domiciled in or registered to do business in the State of
Oregon, vendor shall promptly provide to the Oregon Department of
Revenue and the State of Oregon Corporation Division, all information
required by those agencies relative to this contract. The vendor shall
demonstrate its legal capacity to perform these services in the State of
Oregon prior to entering into a contract.
2!
IViedford Internet
ACcount HoldS' Name;
Home Phone:
Medford Internet
PeRK!net® Account Configuration
Usemama:
Work Phone:
Date:
Account Holder Property Description
I understand that, as a result of servicing my computer there may be data loss, and that my computer~s FILE SHARING
MUST BE DISABLED when using PeRKInet® to ensure the integrity and security of my data I certify that I have made my
own backup of my operating system, software. and alJ important data. I understand that Medford internet provides no
warranty for its services and ~isclaims any and all liability for consequential damages.
Account Holder Signature:
The computer equipment (Account Holder Property) listed below I~as been received from the Account Holder for
configuration and bench testing.
Hardware Setup
Cable Modern Conf'H:Jured-rrested by;
E:themet installed on ..... computers by:
Member Computer configured and tested by
Received by: Date:
Cable Modern Sedat Number: Cable Modern ID Number:.
I have received the Clble Modern, related equipment, and III of fie Account Holder Property listed above.
Account Holder Signature: Activation Date:
Account Processing Information
DB record created on;- ................ -ey~ - - -
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