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TELEPHONE SERVICE AGREEMENT BETWEEN CITY OF MOSCOW, IDAHO AND LATAH COUNTY, IDAHO THIS TELEPHONE SERVICE AGREEMENT BETWEEN CITY OF MOSCOW IDAHO AND LATAH COUNTY, IDAHO (hereinafter "Agreement") is made this I St- day of re.bru, 0v y , 2010, by and between City of Moscow, Idaho, a municipal corporation of the State of Id o, 206 East Th1rd Street, Moscow, Idaho, 83843 (heremafter "CITY") and Latah County, Idaho, a governmental subdivision of the State ofldaho, P 0 Box 8068, Moscow, Idaho, 83843 (hereinafter "COUNTY"). A. DEFINITIONS: For purposes of this Agreement the following words and terms have the following meanings: CITY TELEPHONE SYSTEM shall mean CITY's PBX, Voice Mail Server, PRI, data network, telephone numbers, and the fiber to the demark in the Latah County Courthouse at 522 South Adams, Moscow, Idaho. COUNTY TELEPHONE SYSTEM shall mean the physical telephone sets (as defined in Schedule attached), including cords, receivers, connections, etc., and any portion of the COUNTY data network and supporting COUNTY hardware and software licenses and authorities that are physically located on the premises of the COUNTY's leased space in the Moscow Federal Building, 220 East Fifth Street, Moscow, Idaho B. PURPOSE: COUNTY has recently purchased twenty (20) DID telephone numbers (further identified in Schedule attached) and telephones (further identified in Schedule attached) for COUNTY governmental purposes. The purpose of this Agreement is to allow CITY to provide telephone maintenance and service to COUNTY through CITY TELEPHONE SYSTEM. C. SCOPE OF WORK: 1. LEASE OF FIBER TO COUNTY: CITY leases to COUNTY one fiber route consisting of two fiber optic cable strands. The fiber route is from City Hall to Latah County Courthouse in the amount of three thousand two hundred thirty (3,230) strand feet of the City Fiber. 2. TELEPHONE SERVICE: CITY shall provide telephone maintenance and service for COUNTY TELEPHONE SYSTEM, including unlimited access to dial tone, system connectivity, voicemail, and other required communications functions. CITY shall provide any necessary supporting equipment and required services to be performed by CITY staff members in support of said service. Service provided by CITY shall be based upon IP phone technology delivered via fiber optic cable described in CITY AND COUNTY TELEPHONE SYSTEM AGREEMENT PAGE I OF7 ---PAGE BREAK--- paragraph C.1, above. All CITY employees authorized to monitor CITY TELEPHONE SYSTEM or COUNTY TELEPHONE SYSTEM shall do so only after submitting to CITY's criminal background check. D. COMPENSATION: 1. LEASE OF FIBER TO COUNTY: The total amount of three thousand two hundred thirty (3,230) strand feet shall be and is hereby leased at the lease rate of point zero four three eight cents ($0.0438) per strand foot per month (equal to $141.4 7 per month). 2. TELEPHONE SERVICE TO COUNTY. COUNTY and CITY agree that COUNTY shall pay the following as compensation for CITY services in this Agreement: a. Reimbursement to CITY for the actual, direct CITY costs for telephone service provided for telephone numbers listed in Schedule and b. Reimbursement to CITY for the actual, direct CITY costs for long distance telephone services for the telephone numbers listed in Schedule and c. Ten dollars 0) per COUNTY telephone per month based upon the list of COUNTY telephones in Schedule Actualization of optional voice mail capability on such COUNTY telephones is included in the ten dollars 0) per month per COUNTY telephone fee and shall not constitute an additional fee or charge; The ten dollar 0) per COUNTY telephone per month fee includes COUNTY's utilization of CITY TELEPHONE SYSTEM and all service provided by CITY's staff members during normal, 8:00 a.m. to 5:00 p.m., working hours, local time, Monday through Friday, on days that CITY is open for business; and d. Any other direct cost to CITY for provision of telephone service to COUNTY, as agreed upon by both parties. E. BILLING I PAYMENT: 1. CITY shall bill COUNTY for the prior month's fees, costs and expenses. 2. COUNTY shall pay CITY within thirty (30) days from receipt of each bill. F. FIRE OR OTHER CATASTROPHIC LOSS: If any portion of COUNTY TELEPHONE SYSTEM is damaged or inoperable, COUNTY shall, at COUNTY expense, pay for restoration of such COUNTY TELEPHONE SYSTEM. If any portion of CITY TELEPHONE SYSTEM is damaged or inoperable, CITY shall, at CITY expense, pay for restoration of such CITY TELEPHONE SYSTEM. If any portion of CITY TELEPHONE SYSTEM is destroyed to the extent of fifty percent (50%) or more of the replacement value of said CITY TELEPHONE SYSTEM, CITY may, at its option, terminate this Agreement (rather than restore CITY TELEPHONE SYSTEM). CITY AND COUNTY TELEPHONE SYSTEM AGREEMENT PAGE 2 OF7 ---PAGE BREAK--- G. REPAIR AND MAINTENANCE SERVICES: CITY shall maintain a sufficient level of service and reliability of CITY TELEPHONE SYSTEM that will allow it to provide services provided through this Agreement. COUNTY shall maintain a sufficient level of service and reliability of COUNTY TELEPHONE SYSTEM that will allow it to receive services provided through this Agreement. CITY shall not be responsible to COUNTY for any costs or other damages of any nature, including losses associated with any interruptions of COUNTY's business, resulting from any disruptions, or performance failures of any maintenance and/or service provider of CITY TELEPHONE SYSTEM. COUNTY shall not be responsible to CITY for any costs or other damages of any nature, including losses associated with any interruptions of CITY's business, resulting from any disruptions, or performance failures of any maintenance and/or service provider of COUNTY's TELEPHONE SYSTEM. In the event of an unscheduled disruption in service, COUNTY shall notify CITY ITS Department of such disruption by the most expeditious means available. Upon receiving such notification, CITY shall take immediate measures and use its best efforts to restore service to COUNTY, subject to limitations in section F, above. COUNTY assumes all risks of errors arising from the non-connections, mis-connections, and mistakes of COUNTY'S agents, servants and employees in transmitting, receiving or delivering messages by means of COUNTY TELEPHONE SYSTEM. H. ACCESS BY CITY: Subject to the Terms and Conditions of COUNTY's Lease Agreement with the General Services Administration, dated January 20, 2010 and identified as Lease No. GS-lOPR-OL- 10-02, and subject to the prior approval COUNTY and/or Lessor, CITY shall have the right to access COUNTY TELEPHONE SYSTEM and the premises within which it is located at any reasonable time to examine the same and to determine its maintenance and condition. When routine maintenance is reasonably required, CITY will make its best effort to notify COUNTY of any planned interruptions in service. CITY shall make its best efforts to minimize disruption of COUNTY TELEPHONE SYSTEM. I. INDEMNIFICATION AND HOLD HARMLESS: COUNTY agrees to indemnify, defend, and hold harmless CITY, and its officers, agents and employees, from and against any and all claims, losses, actions, or judgments for damages or injury to persons or property arising out of or in connection with the acts and/or any performances or activities of COUNTY, COUNTY's agents, employees, or representatives under this Agreement. COUNTY specifically agrees to indemnify, defend and hold harmless CITY and its officers, agents and employees from and against any and all claims, losses, actions or judgments for damages or injury to persons or property arising out of or in connection with interruptions of service of COUNTY TELEPHONE SYSTEM. CITY AND COUNTY TELEPHONE SYSTEM AGREEMENT PAGE3 OF7 ---PAGE BREAK--- CITY agrees to indemnify, defend, and hold harmless COUNTY, and its officers, agents and employees, from and against any and all claims, losses, actions, or judgments for damages or injury to persons or property arising out of or in connection with the acts and/or any performances or activities of CITY, CITY's agents, employees, representatives, or maintenance and/or service providers of CITY TELEPHONE SYSTEM under this Agreement. J. OWNERSHIP: CITY shall maintain ownership of CITY TELEPHONE SYSTEM. COUNTY shall maintain ownership of COUNTY TELEPHONE SYSTEM and shall retain ownership of all licenses related to such COUNTY TELEPHONE SYSTEM and all related COUNTY hardware. COUNTY shall allow CITY to utilize (but not own) any licenses required to service COUNTY telephones identified in Schedule without cost or charge. K. USE OF COUNTY TELEPHONE SYSTEM: 1. COUNTY shall use the service for lawful purposes only. COUNTY shall not transmit through the service any material (including any message or series of messages) that violates or infringes in any way upon the rights of others (including copyright), that is unlawful, threatening, abusive, obstructive, harassing, defamatory, invasive of privacy or publicity rights, vulgar, obscene, profane or ot4erwise objectionable, that encourages conduct that would constitute a criminal offense, give rise to civil liability, or otherwise violate any law. 2. Advertising, reselling, reuse or any solicitation by COUNTY with respect to products or services provided by CITY is strictly prohibited without express written approval from provider and a contract for payment of related fees. 3. COUNTY shall not use COUNTY TELEPHONE SYSTEM in any manner that disrupts the CITY TELEPHONE SYSTEM for other users, or which threatens to or actually causes damage to the CITY TELEPHONE SYSTEM, or is considered to be abuse of CITY TELEPHONE SYSTEM. Depending upon the extent of such abuse, COUNTY may receive warnings or, in some cases, have service to COUNTY TELEPHONE SYSTEM suspended. 4. When CITY deems it necessary to troubleshoot connectivity problems or to determine whether there is an abuse of CITY TELEPHONE SYSTEM or COUNTY TELEPHONE SYSTEM, CITY shall request permission of COUNTY to monitor such systems for those purposes, and such COUNTY permission shall not be unreasonably withheld. 5. Personnel authorized to monitor COUNTY's actions pursuant to paragraph K.4, above, shall be strictly controlled by CITY. The names of such personnel shall be subject to COUNTY approval in advance of any access to COUNTY TELEPHONE CITY AND COUNTY TELEPHONE SYSTEM AGREEMENT PAGE40F7 ---PAGE BREAK--- SYSTEM. Only authorized personnel shall be allowed to perform monitoring of COUNTY TELEPHONE SYSTEM. 6. Any monitoring or other access by CITY of COUNTY's TELEPHONE SYSTEM or COUNTY data network is subject to the provisions of the Latah County Computer Use Policy. 7. It is expressly acknowledged and agreed that CITY shall observe all confidentiality of information provisions of the Idaho Code, as well as any city or county, state and federal regulations, in monitoring or accessing COUNTY TELEPHONE SYSTEM and any portion of COUNTY data network pursuant to this Agreement. 8. CITY will maintain the privacy and confidentiality of all COUNTY information and data obtained in the process of accessing or monitoring COUNTY system pursuant to this Agreement, and will not release it to any other person or organization, except as provided by law, without the express written permission of COUNTY. CITY will not use COUNTY information and data for any purpose other than the purposes described in paragraph K.4, above, without the express written permission of COUNTY. CITY will take all reasonable steps to protect the confidentiality of COUNTY information and data accessed pursuant to this Agreement. L. INDEPENDENT CONTRACTOR: The parties agree that CITY is the independent contractor of COUNTY and in no way an employee or agent of COUNTY and is not entitled to workers compensation or any benefit of employment with COUNTY. COUNTY shall have no control over the performance of this Agreement by CITY or its employees, except to specify the time and place of performance, and the results to be achieved. COUNTY shall have no responsibility for security or protection of CITY's supplies or equipment. CITY agrees to pay and be responsible for all taxes due from the compensation received under this Agreement. M. ASSIGNMENT OR SUBLETIING EXPRESSLY PROHIBITED: COUNTY shall not assign this Agreement nor sublet the whole or any part thereof without the prior written consent of CITY. N. TERM: The term of this Agreement is for a period of one ( 1) year commencing upon the effective date of this Agreement and terminating twelve ( 12) months from such date. 0. RENEWAL: This Agreement is renewable at the sole discretion of CITY following ninety (90) days' prior written notice by COUNTY to CITY of COUNTY's intent to renew. Renewal of this Agreement shall not preclude renegotiation of compensation for CITY's services. CITY AND COUNTY TELEPHONE SYSTEM AGREEMENT PAGE50F7 ---PAGE BREAK--- P. TERMINATION: This Agreement may be terminated without cause by either party upon ninety (90) days' prior written notice to the other party. Upon termination, COUNTY shall pay all compensation due and owing CITY within ninety (90) days of the last date of service provided to COUNTY by CITY. Q. SERVICE OF NOTICES: Any notice may be served upon CITY by certified mail to Jesse Flowers, IS Director, City of Moscow, Idaho, P 0 Box 9203, Moscow, Idaho, 83843, and any notice may be served upon COUNTY by certified mail to Laurel Caldwell, IT Director, Latah County, P 0 Box 8068, Moscow, Idaho, 83843. Service of a notice by certified mail shall be deemed complete upon the date of the postmark by certified mail. Either party may change the address for services of notice by written notice to the other party. R. TIME OF ESSENCE AND DEFAULT: Time is of the essence of this Agreement. If either party defaults in any of the terms of this Agreement for a period of ten (10) days after written notice of default has been sent by the non-defaulting party, then the non-defaulting party, at its option and in addition to all other legal and equitable remedies, may declare this Agreement forfeited and terminated. Upon such forfeiture and termination, all rights of the defaulting party under this Agreement shall immediately terminate; provided, however, that nothing herein shall be considered an election of remedies or limitation of damages. S. 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 venue shall be the District Court of the Second Judicial District of the State of Idaho, in and for the County of Latah. . .Ji j • .J ij . DATED this ) (o±hday of 2010 j CITY: City of Moscow, Idaho CITY AND COUNTY TELEPHONE SYS COUNTY: Latah County ATTEST· , PAGE 6 OF 7 ---PAGE BREAK--- (208) 883-7150 (208) 883-7151 (208) 883-7152 (208) 883-7153 (208) 883-7154 (208) 883-7155 (208) 883-7156 (208) 883-7157 (208) 883-7158 (208) 883-7159 TELEPHONE SYSTEM AGREEMENT SCHEDULE SCHEDULE (208) 883-7160 (208) 883-7161 (208) 883-7162 (208) 883-7163 (208) 883-7164 (208) 883-7165 (208) 883-7166 (208) 883-7167 (208) 883-7168 (208) 883-7169 PAGE 7 OF 7