INTERGOVERNMENTAL AGREEMENT
The parties to this Intergovernmental Agreement (Agreement) are the CITY OF PORTLAND (City) and FRONTIER TELENET (Frontier Telenet).
RECITALS:
A. The City of Portland is a municipal corporation of the State of Oregon. The City provides public safety communications systems for the metropolitan region through its Bureau of Communications and Networking (ComNet).
B. Frontier Telenet is a regional telecommunications provider, established under ORS 190.010 as an intergovernmental entity, consisting of and managed by the Counties of Sherman, Gilliam and Wheeler, Oregon and the North Central Education Service District.
C. Frontier Telenet holds a certificate of authority issued by the Oregon Public Utilities Commission to operate as a Competitive Local Exchange Carrier (CLEC) in Oregon.
D. Frontier Telenet is a rural frontier carrier established by local government entities to promote the deployment of advanced broadband services, wireless service and public safety communications to the most rural counties of the State for public safety responders, education and governmental users.
E. The City of Portland believes that a contractual relationship through an intergovernmental agreement with Frontier Telenet provides the opportunity to incubate public safety benefits in the most needy areas of the State of Oregon and in Portland through rural/urban initiatives and coordination.
F. Frontier Telenet and the City of Portland and ComNet share similar missions in the deployment of communications services for government and education that leverage the public assets of the region and seek to maximize effective use of public funds. Both Frontier Telenet and ComNet are public safety communications providers for their respective regions.
G. Frontier Telenet will benefit from this agreement because it will be able to hire expert, professional and technical resources to facilitate development of the legal structure needed to further cooperation with the City on deployment of telecommunications services. The City will benefit from this intergovernmental because development of the required legal structure for Frontier Telenet to implement services will assist in the City’s goal of ensuring broadband access to underserved areas of the County and City..
H. As units of local government as provided by ORS 190.003, the City and Frontier Telenet may enter into governmental agreements as provided by ORS 190.010 in the interest of furthering economy and efficiency in local government.
I. This Agreement will serve the purpose of furthering economy and efficiency in local government by permitting the City and Frontier Telenet to operate their respective telecommunications services to enhanced capacity.
AGREED:
A. Effective and Termination Dates:
This Agreement is effective upon execution by the City and shall terminate when all rights and responsibilities under this Agreement have been completed.
B. City Duties. The City shall:
1. Use funds available from the Communications Fund to provide Frontier Telenet with a funding grant in the amount of $10,000.
2. Transfer the funding grant to Frontier Telenet as provided by this Agreement.
C. Frontier Telenet duties. Frontier Telenet shall:
1. Use the City funding grant to fund development of the legal structure required to enable Frontier Telenet to contract with the City for implementation of telecommunications services.
2. Submit a spending plan for the City funds to the Chief Administrative Officer for approval prior to the expenditure of any City funds.
3. Provide the City with a semi-annual report on Frontier Telenet’s progress in development of the required legal structure gained through use of City funds.
4. Hold harmless, indemnify and defend the City and its officers, agents and employees against any claims, demands or legal actions which are alleged to arise out of the activities of Frontier Telenet funded by the City’s grant.
5. Assist in the defense of this Agreement and its implementation against any legal challenge.
6. Refund the funds described in paragraphs 1 and 2 above, if a final judicial determination is made that this Agreement and/or its implementation are illegal. In such an event, Frontier Telenet may refund the money on mutually agreeable terms over a period of time.
D. Severability
If any section, subsection, clause or phrase of this Agreement is determined by any court or arbitrator of competent jurisdiction to be invalid or unenforceable for any reason, such determination shall not affect the validity of the remaining Agreement, which shall continue to be in effect.
E. Early Termination
This Agreement may be terminated by mutual written agreement of the parties.
F. Amendments
This Agreement may be amended by mutual written agreement of the parties.
G. Compliance with Laws
City and Frontier Telenet shall comply with all applicable federal, state and local laws and regulations.
H. Oregon Law and Forum
This Agreement shall be construed according to the laws of the state of Oregon. Any litigation between the City and Frontier Telenet arising under this Agreement shall occur in Multnomah county Circuit Court, or if in federal court, in the United States District Court for the District of Oregon.
I. Notice
Any notice provided for under this Agreement shall be sufficient if in writing and delivered personally tot he following addressee or deposited in the United States Mail, postage prepaid, addressed as follows:
If to Frontier Telenet: __________________
__________________
__________________
If to the City: Nancy Jesuale, Director
Bureau of Communications and Networking
City of Portland
3732 SE 99th Avenue
Portland, Oregon 97266-2505
J. Complete Agreement
This Agreement contains the entire agreement of the parties and supercedes all prior written or oral discussions or agreements.
K. Non-Waiver
A party shall not be deemed to have waived any breach of this Agreement by the other party except by an express waiver in writing. An express waiver as to one breach shall not be deemed a waiver of any other breach not expressly identified, even though the other breach may be of the same nature as that waived.
L. Independent Contractors
The parties shall each be responsible for any of their own federal, state and local taxes applicable to payments under this Agreement. The parties, and their employees and subcontractors agree that they are not employees of the other party and are not eligible for any benefits, workers compensation, unemployment and retirement benefits.
IN WITNESS WHEREOF, the authorized representatives of the City and Frontier Telenet, as parties hereto, acting pursuant to the authority granted to them, execute this Agreement as follows:
By: By:
Vera Katz, Mayor, Name and Title:
For City of Portland For Frontier Telenet
Dated: Dated:
Approved as To Form:
By:
Portland Deputy City Attorney
Dated: