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AGREEMENT FOR PROVISION OF HIGH SPEED DEDICATED INTERNET SERVICES BETWEEN CITY OF MOSCOW, IDAHO AND FIRST STEP INTERNET, LLC THIS AGREEMENT made and entered into this day of Cfl£tL , 2001 by and between City of Moscow, Idaho, a municipal corporation of the State of Idaho (hereinafter referred to as 'THE OWNER"), and First Step Research, Inc., an Idaho corporation, licensed to do business in the state of Idaho (hereinafter referred to as "THE PROVIDER"). WITNESSETH: WHEREAS, THE OWNER wishes to expand its current internet service offering by directly connecting to an internet service provider to provide secure, reliable and enhanced services in a centralized and managed manner to City employees, agents and assigns; and WHEREAS, THE PROVIDER agrees to provide such high speed dedicated internet services to THE OWNER pursuant to THE PROVIDER'S proposal to City of Moscow, Idaho for dedicated internet access services dated July 27, 2001; and WHEREAS, THE OWNER is of the opinion that THE PROVIDER has the ability and should provide such services to the City for a period of three years. NOW THEREFORE, it is agreed for and in consideration of the mutual covenants and promises between the parties hereto, that: SECTION 1 - SCOPE OF SERVICES TO BE PROVIDED A. THE PROVIDER shall furnish the following dedicated internet access services to THE OWNER: 1. Dedicated internet access services to be provided are as follows: a. THE PROVIDER shall utilize wireless network service to deliver connectivity between THE OWNER'S network and THE PROVIDER and to the Internet via OC-12 fiber channel. b. THE PROVIDER shall deliver necessary static IP addresses to Firewall/ Router for secure connectivity of the internal network to the Internet. c. THE PROVIDER shall continue to provide DNS services for THE OWNER within the new environment. d. THE PROVIDER shall spool email for five days thus providing backup for THE OWNER in the event THE OWNER'S Exchange server should be taken off line. e. THE PROVIDER shall provide 24 x 7 Link Monitoring with immediate notification and resolution assistance by pager or phone. Agreement between First Step Internet and City of Moscow Page 1 of6 2001-51 - ---PAGE BREAK--- f. THE PROVIDER shall not access additional charges for technical support, troubleshooting or problem resolution. g. THE PROVIDER shall notify THE OWNER of any maintenance that will affect service with a minimum 24-hour notice. h. THE PROVIDER shall notify THE OWNER of all events affecting service via email. i. THE PROVIDER shall provide firewall equipment that includes port filtering capabilities. j. THE PROVIDER shall be responsible for router and wireless radio equipment. k. THE PROVIDER shall keep two of THE OWNER'S current dialup accounts active. Any Moscow. com email addresses will remain active unless otherwise requested. I. Equipment provided by THE PROVIDER will be VPN upgradeable for future remote connection requirements. m. THE PROVIDER shall continue to keep domain registration current for THE OWNER n. THE PROVIDER shall make online utilization reports available to THE OWNER'S specified personnel. o. THE PROVIDER shall deliver data at the rate contained in 2.13 of THE PROVIDER'S proposal to City of Moscow for Dedicated Internet Access Services dated July 27, 2001. SECTION 2 - FEES AND CONDITIONS FOR CONSULTING SERVICES 1. Maximum Total Cost for Basic Services Under Section 1 of this Agreement: The total cost to THE OWNER for services provided as described in Section 1 hereinabove shall be Seventeen Thousand One Hundred Dollars ($17,100) for the term of this Agreement, payable on an annual basis or as otherwise mutually agreed by the parties. 2. Disputed Billing. In the event of a disputed or contested billing, only the contested portions will be withheld from payment, and the undisputed portion will be paid. No interest will accrue on any contested portion of the billing until resolved. SECTION 3 A Independent Contractor THE OWNER and THE PROVIDER hereto warrant by their signature that no employer/employee relationship is established between THE OWNER and THE PROVIDER by the terms of this Agreement. It is understood by the parties hereto that THE PROVIDER is an independent contractor and as such, neither it nor its employees, if any, are employees of THE OWNER for purposes of tax, retirement system, or social security (FICA) withholding. Agreement between First Step Internet and City of Moscow Page 2 of6 ---PAGE BREAK--- B. Termination of Agreement This Agreement may be terminated by THE PROVIDER upon sixty (60) days prior written notice, should THE OWNER fail to substantially perform in accordance with its terms through no fault of THE PROVIDER. THE OWNER may terminate this Agreement with sixty (60) days notice without cause and without further liability to THE PROVIDER except as designated by this section. In the event of termination, THE PROVIDER shall be paid for services performed to termination date, including direct expense and including a percentage of the Fixed Fee based upon the work completed. All materials related to and accompanying THE OWNER'S hardware and software shall become the property of, and shall be surrendered to, THE OWNER at or before such termination. C. Extent of Agreement This Agreement may be amended only by written instrument signed by both parties hereto. D. Data of Record THE OWNER shall make available to THE PROVIDER all technical data of record in THE OWNER'S possession required by THE PROVIDER relating to these services. E. Termination of Services If any portion of the services covered by this Agreement shall be suspended, abated, abandoned or terminated, THE OWNER shall pay THE PROVIDER for the services rendered to the date of such suspended, abated, abandoned or terminated work; the payment to be based, insofar as possible, on the amounts established in this Agreement or, where this Agreement cannot be applied, the payment shall be based upon a reasonable estimate as mutually agreed upon between the two parties as to the percentage of the work completed. F. THE PROVIDER'S Qualifications and License. THE PROVIDER confirms that it registered Artides of Incorporation with the Secretary of State for the State of Idaho. THE PROVIDER agrees to comply with all applicable statues pertaining to carrying out this Agreement. THE PROVIDER warrants that it possesses all necessary professional licenses and qualifications to render services contemplated in this Agreement. G. Standard of Care. The standard of care applicable to THE PROVIDER'S services will be the degree of skill and diligence normally employed by professional providers or providers performing the same or similar services at the time THE PROVIDER'S Agreement between First Step Internet and City of Moscow Page3 of6 ---PAGE BREAK--- services are performed. THE PROVIDER will re-perform any services not meeting this standard without additional compensation. H. THE PROVIDER'S Errors and Omissions Insurance In performance of professional services, THE PROVIDER will use that degree of care and skill ordinarily exercised under similar circumstances by members of the provider profession; and no other warranty, either expressed or implied, is made in connection with rendering THE PROVIDER'S services. Should THE PROVIDER or any of THE PROVIDER'S agents or employees be found to have been negligent in the performance of professional services from which THE OWNER sustains damage, THE PROVIDER has obtained Errors and Omissions Insurance in the amount of One Million Dollars ,000,000}, and said insurance shall be held active for a two year (minimum) period from the date of completion of the services. THE OWNER shall receive notice of any pending termination of said insurance within five days of first notice to THE PROVIDER I. THE PROVIDER'S Additional Insurance THE PROVIDER shall maintain automobile insurance and statutory workmen's compensation insurance coverage, employer's liability, and comprehensive general liability insurance coverage. The comprehensive general liability insurance shall have a minimum limit of Five Hundred Thousand Dollars ($500,000) per claim and One Million Dollars ,000,000) aggregate, and THE PROVIDER shall cause THE OWNER to be named as an additional insured under said policy. J. Indemnification THE PROVIDER agrees, to the fullest extent permitted by law, to indemnify and hold harmless THE OWNER against damages, liability and costs arising from the negligent acts of THE PROVIDER in the performance of professional services under this Agreement, to the extent that THE PROVIDER is responsible for such damages, liabilities and costs on a comparative basis of fault and responsibility between THE PROVIDER and THE OWNER THE PROVIDER shall not be obligated to indemnify THE OWNER for THE OWNER'S sole negligence. K. Costs and Attorney Fees In the event either party incurs legal expenses to enforce the terms and conditions of this Agreement, the prevailing party is entitled to recover reasonable attorney's fees and other costs and expenses, whether the same are incurred with or without suit. L. Jurisdiction and Venue It is agreed that this Agreement shall be construed under and governed by the laws of the State of Idaho. In the event of litigation concerning it, it is agreed that proper Agreement between First Step Internet and City of Moscow Page 4 of6 ---PAGE BREAK--- venue shall be the District Court of the Second Judicial District of the State of Idaho, in and for the County of Latah. M. No Third Party Beneficiaries This Agreement gives no rights or benefits to anyone other than THE OWNER and THE PROVIDER and has no third party beneficiaries. THE PROVIDER'S services are defined solely by this Agreement and the specific Task Order associated therewith, and not be any other contract or agreement that may be associated with these services. N. Assignments This is a bilateral personal services agreement. Neither party shall have the power to or will assign any of the duties or rights or any claim arising out of or related to this Agreement, whether arising in tort, contract or otherwise, without the written consent of the other party. Any unauthorized assignment is void and unenforceable. These conditions and the entire Agreement are binding on the heirs, successors and assigns of the parties hereto. 0. Modification and Assignability of Agreement This Agreement contains the entire agreement between the parties concerning these services, and no statements, promises, or inducements made by either party, or agents of either party, are valid or binding unless contained herein. This Agreement may no be enlarged, modified, or altered except upon written agreement signed by the parties hereto. THE PROVIDER may not subcontract or assign its rights (including the right to compensation) or duties arising hereunder without the prior written consent and express authorization of THE OWNER. Any such subcontractor or assignee shall be bound by all of the terms and conditions of this Agreement as if named specifically herein. P. Owner's Representatives THE OWNER shall designate a representative authorized to act in behalf of THE OWNER. The authorized representative shall examine the documents of the work as necessary, and shall render decisions related thereto in a timely manner so as to avoid unreasonable delays. Q. Conflict of Interest THE PROVIDER covenants that it presently has no interest and will not acquire any interest, direct or indirect, in the services which would conflict in any manner or degree with the performance of services hereunder. THE PROVIDER further covenants that, in performing this Agreement, it will employ no person who has any such interest. Agreement between First Step Internet and City of Moscow Page 5 of6 ---PAGE BREAK--- R. Non-Discrimination THE PROVIDER shall not discriminate against any employee or applicant for employment on the basis of race, color, religion, creed, political ideals, sex, age, marital status, physical or mental handicap, or national origin. S. THE PROVIDER agrees to comply with all applicable federal, state, county or municipal standards for licensing, certification and operation of facilities and programs and accreditation and licensing of individuals for the consulting work to be accomplished under this Agreement. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date indicated above. THE PROVIDER: FIRST STEP INTERNET, LLC CEO DATED this day of f!.bb-< THE OWNER: CITY OF OSCOW, IDAHO I . ' 2001. Acknowledgement STATE OF IDAHO ) ) ss. COUNTY OF LATAH ) On this / (v day of 2001, before me, a Notary Public Kevin W. Owen, known to me to be the person named above a d foregoing as the duly authorized representative of First St p. ,es o/ / ' fy,' Notary P"i.l Residing a Mycommi