Service Solicited - 2025 - Thomas F. Duchen & Associates, Inc. dba River Oaks Communications Corporation - Broadband Infrastructure Needs & WorkAGREEMENT FOR PROFESSIONAL SERVICES
THIS AGREEMENT FOR PROFESSIONAL SERVICES ("Agreement") is entered into
between Eagle, Idaho ("City"), and Thomas F. Duchen & Associates, Inc. a Colorado
corporation d/b/a River Oaks Communications Corporation ("Consultant" or "River Oaks").
WHEREAS, the City wishes to address broadband infrastructure needs; and
WHEREAS, the City needs professional services in connection with broadband infrastructure
needs and work related to Broadband and
WHEREAS, the Consultant has the expertise and experience to provide said services and is
willing to do so in accordance with the terms and conditions of this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants, conditions, promises, and
agreements set forth herein, it is agreed by and between the City and the Consultant as follows:
1. SERVICES BY CONSULTANT
The Consultant shall provide the professional services as defined in this Agreement and as
necessary to accomplish the scope of services attached hereto as Attachment A and incorporated
herein by this reference as if set forth in full. The Consultant shall furnish all services and labor,
to conduct and complete the work, except as specifically noted otherwise in this Agreement.
Additional Services identified in Phase II and Phase III of Attachment A shall be performed only
upon mutual execution of an Addendum to this Agreement setting forth the additional work, price
and any other additional terms agreed upon between City and Consultant.
This Agreement is non-exclusive, and both the City and River Oaks may pursue and work on any
and all opportunities and projects in Idaho and elsewhere independently of the other. River Oaks
and the City acknowledge that River Oaks has represented or continues to represent many cities,
counties or other entities in Idaho including but not limited to Lincoln County, Camas County,
Gooding County, Jerome County, Elmore County, Teton County, Boise, Ada County Highway
District, Burley and Heyburn and the Idaho Regional Optical Network, Inc. While River Oaks
looks forward to working with the City, River Oaks will advise the City if a conflict or perceived
conflict arises and effectuate the action deemed necessary by River Oaks to address that
situation.
2. TERM AND TERMINATION OF AGREEMENT
A. This Agreement shall become effective upon execution by both parties and shall continue
in full force and effect unless sooner terminated by either party as provided below.
B. This Agreement may be terminated by either party without cause upon thirty (30) days'
written notice to the other party. In the event of termination, all finished or unfinished
documents, reports, or other material or work of the Consultant pursuant to this Agreement shall
be submitted to the City, and the Consultant shall be entitled to just and equitable compensation
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at the rate set forth in Section 3 for any satisfactory work completed prior to the date of
termination subject to the caveat in Section 3 (E).
3. PAYMENT
A. The City shall pay the Consultant for such services:
At the rate of $325 per hour, plus actual expenses, in accordance with Attachment A, but not
more than a total of twenty-nine thousand seven hundred fifty dollars ($29,750) for Phase I.
B. The Consultant shall submit, in a format acceptable to the City, monthly invoices for
services performed in a previous calendar month. The Consultant shall maintain time and
expense records and provide them to the City upon request.
C. The City shall pay all invoices by mailing a City check within thirty (30) days of receipt
of River Oaks invoices.
D. If the services rendered do not meet the requirements of this Agreement, the Consultant
shall correct or modify the work to comply with this Agreement. The City may withhold
payment for such work until it meets the requirements of this Agreement.
4. INSPECTION AND AUDIT
The Consultant shall maintain all books, records, documents, and other evidence pertaining to
the costs and expenses allowable under this Agreement in accordance with generally accepted
accounting practices. All such books and records required to be maintained by this Agreement
shall be subject to inspection and audit by representatives of the City at all reasonable times, and
the Consultant shall afford the proper facilities for such inspection and audit. Representatives of
the City may copy such books, accounts, and records if necessary to conduct or document an
audit. The Consultant shall preserve and make available all such books of account and records
for a period of three (3) years after final payment under this Agreement. In the event that any
audit or inspection identifies any discrepancy in such financial records, the Consultant shall
provide the City with appropriate clarification and/or financial adjustments within thirty (30)
calendar days of notification of the discrepancy.
5. INDEPENDENT CONTRACTOR
A. The Consultant and the City understand and expressly agree that the Consultant is an
independent contractor in the performance of each and every part of this Agreement. The
Consultant, as an independent contractor, assumes the entire responsibility for carrying out and
accomplishing the services required under this Agreement. The Consultant shall make no claim
of City employment, nor shall the Consultant claim any related employment benefits, social
security, and/or retirement benefits.
B. The Consultant shall be solely responsible for paying all taxes, deductions, and
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assessments, including but not limited to federal income tax, FICA, social security tax,
assessments for unemployment and industrial injury, and other deductions from income which
may be required by law as a result of this Agreement.
6. NONDISCRIMINATION AND COMPLIANCE WITH LAWS
A. The Consultant agrees not to discriminate against any employee or applicant for
employment or any other person in the performance of this Agreement because of race, creed,
color, national origin, marital status, sex, sexual orientation, age, disability, or other
circumstance prohibited by federal, state, or local law or ordinance, except for a bona fide
occupational qualification.
B. The Consultant shall comply with all federal, state, and local laws and ordinances
applicable to the work to be done under this Agreement.
7. OWNERSHIP OF WORK PRODUCT
All data, materials, reports, memoranda, and other documents developed under this Agreement,
whether finished or not, shall become the property of the City and shall be forwarded to the City
in hard copy and in digital format that is compatible with the City's computer software programs.
8. GENERAL ADMINISTRATION AND MANAGEMENT
The City designee shall be the Mayor and shall oversee and approve all services to be performed,
coordinate all communications, and review and approve all invoices, under this Agreement.
9. HOLD HARMLESS AND INDEMNIFICATION
A. The Consultant shall defend, indemnify, and hold the City, its officers, officials,
employees, and volunteers harmless from any and all claims, injuries, damages, losses, or suits
including attorney fees, arising out of or resulting from the negligent acts, errors, or omissions of
the Consultant in performance of this Agreement, except for injuries and damages caused by the
negligence of the City. The City's inspection or acceptance of any of the Consultant's work
when completed shall not be grounds to void, nullify, and/or invalidate any of these covenants of
indemnification.
B. Nothing contained in this Agreement shall be construed to create a liability or a right of
indemnification in any third party.
10. INSURANCE
The Consultant shall maintain insurance as follows:
[X] Commercial General Liability as described in Attachment B.
[X] Professional Liability as described in Attachment B.
[ X] Automobile Liability as described in Attachment B.
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[X] Workers' Compensation as described in Attachment B.
11. SUBLETTING OR ASSIGNING CONTRACT
Except for the services of Fortitude Ventures, LLC who will be the subcontractor providing
technical and network analysis and assistance, this Agreement, or any interest herein or claim
hereunder, shall not be assigned or transferred in whole or in part by the Consultant to any other
person or entity without the prior written consent of the City.
12. EXTENT OF AGREEMENT/MODIFICATION
This Agreement, together with attachments or addenda, represents the entire and integrated
Agreement between the parties and supersedes all prior negotiations, representations, or
agreements, either written or oral. This Agreement may be amended, modified, or added to only
by written instrument properly signed by both parties.
13. SEVERABILITY
A. If a court of competent jurisdiction holds any part, term, or provision of this Agreement
to be illegal or invalid, in whole or in part, the validity of the remaining provisions shall not be
affected, and the parties' rights and obligations shall be construed and enforced as if the
Agreement did not contain the particular provision held to be invalid.
B. If any provision of this Agreement is in direct conflict with any statutory provision of the
State of Idaho, that provision which may conflict shall be deemed inoperative and null and void
insofar as it may conflict and shall be deemed modified to conform to such statutory provision.
14. FAIR MEANING
The terms of this Agreement shall be given their fair meaning and shall not be construed in favor
of or against either party hereto because of authorship. This Agreement shall be deemed to have
been drafted by both of the parties.
15. NONWAIVER
A waiver by either party hereto of a breach by the other party hereto of any covenant or
condition of this Agreement shall not impair the right of the party not in default to avail itself of
any subsequent breach thereof. Leniency, delay, or failure of either party to insist upon strict
performance of any agreement, covenant, or condition of this Agreement, or to exercise any right
herein given in any one or more instances, shall not be construed as a waiver or relinquishment
of any such agreement, covenant, condition, or right.
16. NOTICES
Unless stated otherwise herein, all notices and demands shall be in writing and sent or hand -
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delivered to the parties at their addresses as follows:
To the City: Eagle, Idaho
660 E. Civic Ln.
Eagle, Idaho 83616
Attention: Mayor Pike
To the Consultant: River Oaks Communications Corporation
710 Count Pourtales Drive
Colorado Springs, CO 80906
Attention: Tom Duchen, President
or to such addresses as the parties may hereafter designate in writing. Notices and/or demands
shall be sent by registered or certified mail, postage prepaid, or hand delivered. Such notices
shall be deemed effective when mailed or hand delivered at the addresses specified above.
17. SURVIVAL
Any provision of this Agreement which imposes an obligation after termination or expiration of
this Agreement shall survive the term or expiration of this Agreement and shall be binding on the
parties to this Agreement.
18. GOVERNING LAW
This Agreement shall be governed by and construed in accordance with the laws of the State of
Idaho.
19. VENUE
The venue for any action to enforce or interpret this Agreement shall lie in Ada County Court.
20. STATUTORY CERTIFICATIONS
In accordance with Idaho Code Section 67-2359 Consultant hereby certifies that it is not owned
or operated by the Government of China, as defined in said code section, and that during the
Term of this Agreement it will not be owned or operated by the Government of China. Further,
Consultant hereby certifies that it is not currently engaged in, and during the Term of this
Agreement will not engage in, a boycott of goods and services from Israel or territories under its
control as defined in Idaho Code Section 67-2346.
21. COUNTERPARTS
This Agreement may be executed in one or more counterparts, each of which shall be deemed an
original, but all of which shall constitute one and the same Agreement.
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the later of the
signature dates included below.
THOMAS F. DUCHEN & ASSOCIATES,ING. EAGLE, IDAHO
Date: E
By: `� i �i� E
Robert M. Duchen, Vice President
Brad Pike, Mayor
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ATTACHMENT A
SCOPE OF SERVICES
SCOPE OF WORK -PHASE I
This Scope of Work will be performed by River Oaks for the City as follows:
A. Review the City Code regarding Telecommunications and Rights -of -Way.
B. Review pertinent documents, and Agreements with respect to the history of the City
Telecommunications network in Eagle.
C. River Oaks and its subcontractor shall review drawings, KMZ files and other
applicable maps with respect to work to date on the Telecommunications network
owned by Eagle. This analysis will be to examine what the City owns regarding fiber
facilities, where the fiber facilities are located and whether there are gaps in
connectivity. This includes a review of the type of fiber, conduits, the number of fiber
strands and related infrastructure.
D. River Oaks will coordinate and handle the inquiries from providers with respect to the
potential open access network and participate in discussions with the Public Works
Department, City Attorney's office and other City Departments with respect to the
City's Telecommunications network.
E. Prepare an RFP for design, construction and management of an enhanced City fiber
ring in Eagle to determine what has been built and whether an open access network
can be utilized to provide high speed reliable Broadband to at least part of the City and
some of its subdivisions and see what it might cost to do that. Additionally, the RFP
will seek input for other potential uses of the fiber ring such as to provide Broadband
to businesses and possible uses for Data Centers.
F. Conduct research of Federal Law and State Law to determine whether there are
limitations in connection with the construction and operation of an Open Access
Network. In particular, this will focus on Idaho statutes and case law.
G. Work closely with the City Attorney on all legal matters pertaining to this project.
H. Provide other consulting services as requested by the City.
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Additional Services -Phase II (subject to mutual execution of an Addendum)
I. River Oaks and Fortitude Ventures, LLC will assist the City with respect to
evaluating, judging and scoring responses to the RFP, prepare a Fiber Lease and
Management Agreement and Service Level Agreement, prepare an Open Access
Network Application to be utilized by providers, prepare a Wholesale Network
Transport Agreement and an Indefeasible Right of Use Agreement (if needed).
J. As indicated above, River Oaks will prepare Contracts between the City and
successful Respondent for an Open Access Network -Design and Construction
Agreement, Fiber Lease Agreement, Service Level Agreement and Wholesale
Network Transport and Internet Agreement.
K. Draft and negotiate Agreements with other Providers as requested by the City, review
Federal and State law for the form of the other Agreements which pertain to
telecommunications companies, pole attachment agreements, fiber companies, Internet
Service Providers and 5G companies.
L. Provide other consulting services as requested and authorized by the Eagle City
Council.
Other Additional Services -Phase III (subject to mutual execution of an Addendum)
M. If it becomes necessary for the City to retain an engineering or technical company to
design and redesign additions and enhancements to the existing City
telecommunications network- fiber, conduit, hand holes, etc., the City would need to
develop a separate budget for that engineering or technical company.
Fees and Expenses
River Oaks will invoice the City at the rate of $325 per hour. While most of the work can be done
remotely and meetings can be done virtually, River Oaks is glad to attend in person if requested by
the City. In order to hold down costs for the City, to the extent practicable, River Oaks will work
from RFPs, Agreements and Templates which it has developed for use in other cities and counties
in Idaho and other states. These documents would then be customized for Eagle. The work of
Fortitude Ventures, LLC would be billed at the rate of $175 per hour plus expenses.
The work for Items A-H above would be in the range of up to $29,750 plus expenses subject to the
following; if the work of River Oaks and its subcontractors would go above this amount, such
additional amounts would need to be mutually agreed upon in advance via email confirmation
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between the Mayor and River Oaks.
Additional Services- Items I-L, if requested by the City, will be supplemental to the initial Scope of
Work and billed at the rate of $325 per hour plus expenses for River Oaks and $175 per hour plus
expenses for Fortitude Ventures, LLC. Such supplemental work would be confirmed by mutual
written email between the parses.
As indicated in Item M above, if it became necessary for the City to retain an engineering or
technical company to design or redesign additions and enhancements to the existing City
telecommunications network- fiber, conduit, hand holes, etc., the City would need to develop a
separate budget for that engineering or technical company.
Reimbursable direct costs: Usual and customary office expenses, as well as mileage
compensation, shall not be considered for reimbursement to the Consultant. Prior written
approval must be obtained by the City, for the following costs to be available for reimbursement:
- Outside Clerical
- Travel Expenses (upon request) -Air Fares, Hotel, Rental Car, Meals and Airport Parlang.
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ATTACHMENT B
INSURANCE REQUIREMENTS
A. Insurance Term
The Consultant shall procure and maintain for the duration of the Agreement insurance against
claims for injuries to persons or damage to property which may arise from or in connection with
the performance of the work hereunder by the Consultant, its agents, representatives, or
employees.
B. No Limitation
The Consultant's maintenance of insurance as required by the Agreement shall not be construed
to limit the liability of the Consultant to the coverage provided by such insurance or otherwise
limit the City's recourse to any remedy available at law or in equity.
C. Minimum Scope of Insurance
The Consultant shall obtain insurance of the types and coverage described below:
1. Commercial General Liability insurance shall be at least as broad as ISO occurrence form
CG 00 01 and shall cover liability arising from premises, operations, stop -gap liability,
independent contractors, and personal injury and advertising injury. The Consultant shall
pay for and name the City as an additional insured under the Consultant's Commercial
General Liability insurance policy with respect to the work performed for the City using
an additional insured endorsement at least as broad as ISO CG 20 26.
2. Workers' Compensation coverage as required by the Industrial Insurance laws of the
State of Colorado.
3. Professional Liability insurance appropriate to the Consultant's profession.
D. Minimum Amounts of Insurance
The Consultant shall maintain the following insurance limits:
1. Commercial General Liability insurance shall be written with limits no less than
$1,000,000 each occurrence, $2,000,000 general aggregate.
2. Professional Liability insurance shall be written with limits no less than $2,000,000 per
claim and $2,000,000 policy aggregate limit, as applicable.
E. Other Insurance Provision
The Consultant's Automobile Liability and Commercial General Liability insurance policies are
to contain, or be endorsed to contain, that they shall be primary insurance as respect to the City.
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Any insurance, self-insurance, or self -insured pool coverage maintained by the City shall be
excess of the Consultant's insurance and shall not contribute with it.
F. Acceptability of Insurers
Insurance is to be placed with insurers with a current A.M. Best rating of not less than A:VII
G. Verification of Coverage
Before commencing work and services, the Consultant shall provide the City Clerk with a
Certificate of Insurance evidencing the required insurance. The Consultant shall furnish the City
with original certificates and a copy of the amendatory endorsements, including but not
necessarily limited to the additional insured endorsement, evidencing the insurance requirements
of the Consultant before commencement of the work. The City reserves the right to request and
receive a certified copy of all required insurance policies.
H. Notice of Cancellation
The Consultant shall provide the City with written notice of any policy cancellation within two
business days of their receipt of such notice.
I. Failure to Maintain Insurance
Failure on the part of the Consultant to maintain the insurance as required shall constitute a
material breach of contract, upon which the City may, after giving fifteen (15) days' written
notice to the Consultant to correct the breach, immediately terminate this Agreement or, at its
discretion, procure or renew such insurance and pay any and all premiums in connection
therewith, with any sums so expended to be repaid to the City on demand, or at the sole
discretion of the City, offset against funds due the Consultant from the City.
J. City Full Availability of Consultant Limits
If the Consultant maintains higher insurance limits than the minimums shown above, the City
shall be insured for the full available limits of Commercial General and Excess or Umbrella
liability maintained by the Consultant, irrespective of whether such limits maintained by the
Consultant are greater than those required by this Agreement or whether any certificate of
insurance furnished to the City evidences limits of liability lower than those maintained by the
Consultant.
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