HomeMy WebLinkAbout2013-182 Agrmt - Hunter Communications
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Internet / Intranet Service Agreement
Vo1,9.3.4 - QUO-02256-05XXG - V.0 - 8/3/10
1. SERVICES, 3
:.....1.1.. DATASERVICES 3
1,2. INSTALLATION SERVICES 3
2. TERMS ....................................................................................................................................................................3
3. CHARGES .................................................................................................................................................................3
3.1. DATA SERVICES RATE 3
3.2. INSTALLATION SERVICES CHARGE 3
3.2:1. UNINTERRUPTIBLE POWER SUPPLY 3
3.3.. LATE PAYMENT, DEPOSIT, ELECTRONIC BILLING 3
3.4. TARES, FEES, GOVERNMENT CHARGES 3
3.5. COSTSAVINGS
3
4. SERVICE REQUIREMENTS AND PERFORMANCE STANDARDS ................................................................................3
4.1. MINIMUM REQUIREMENTS 3
4.2. PERFORMANCE STANDARDS 3
S. HUNTER FACILITIES AND EQUIPMENT ............3
5.1. REMOVAL 4
5.2. PROPER ENVIRONMENT 4
5,3. DAMAGE
4
6. OUTAGE NOTIFICATION AND RESOLUTION PROTOCOL 4
6.1. DEGRADATION OF SERVICE REQUIREMENTS AND PERFORMANCE STADARDS
6.2. OUTAGE 4
6.3. EMERGENCY 5
7. RIGHTS AND OBLICATIONS OF CUSTOMER S
7.1. INSTALLATION '
7.2. PREMTSESACCESS 6
7.3. CUSTOMER'S CONNECTION TO DATA SERVICES 6
7.4. SYSTEM INTEGRITY 6'
7.5. HUNTER EQUIPMENT MOVEMENT 6
6
B. ACCEPTABLE USE POLICIES (AUP) .
................................,..........................,..6
9. TERMINATION
9.1. WITHQUTCAUSE
9.2. OPERATION STANDARDS OF PERFORMANCE/LIQUIDATED DAMAGES 6
9.3. CESSATION OF SERVICE 6
9.4. CESSATION OF ACCESS _ 6
9.5. TERMINATION FEE - 6
6
10. MISCELLANEOUS PROVISIONS
10.1. INDEMNIFICATION
10.2. NON-WAIVER 6
10.3. LITIGATION AND ATTORNEYS'FEES 6
10.4. CONTRACT ADMINISTRATION 6
10.5. NOTICES 6
10.6. AMENDMENTS ANDASSIGNMENT 6
10.7. NO WARRANTIES 6
10.8. FORCE MAIEURE 6
10.9. LIMITATION OF LIABILITY 7
10.10. GOVERNING LAW 7
10.11. SEVERASILITY 7
10.12. ENTIREAGREEMENT 7
7
C 0 m 11 n I c a 1 0 n S
' Internet/Intranet Service Agreement ("Agreement's between Hunter Communications
("Hunter", "Contractor." or "Provider") and the City of Ashland ("Customer" or "City') dated
August 16, 2010.
Customer Name: Customer Name: City of Ashland (Ashland Fiber Network)
Key Billing _Contact. Rob Lloyd
Billing Address: City.of Ashland, 20 E. Main St., Ashland, OR, 97520
Phone: 541.552.2314
Email Address: Iloydr@ashland.or.us
Premises Address (If different):
90 N. Mountain Avenue, Ashland, OR, 97520
Service Address (if different):
Branch Address (if different):
2 Hunter Initials Date 811 -1ib
Customer Initials fl-L- Date y to
1. Services. The City of Ashland ("pty') shall purchase and Hunter 3,2, Installation services charge, aty shall pay the installation
Communications CHunter7 shall provide: charge ('Non-retuning Charge- or 'NRC°) specified below for the
Installation services provided by Hunter. Total NRC will be required on this
1.1, Data Services. Data services permit access by City to Project prior to commencement and will be billed upon contract signing.
Hunter's telecommunications system to receive Internet bandwidth at the Completion by Hunter of onsito Installation of the fiber terminating hardware
Point of delivery located at 90 N. Mountain Avenue,.AShland, Oregon. The and acceptance by the City will serve as the service start-up date. The City
point of delivery is the location where the network and p s maintains the right to refuse installation and service IF, in the citys
discretion, the service will not meet all standards of Section 4.
Interconnected. The data services provided shall meet theme service
standards Of Section 4. • Hardware and Ober Installation; $SO,DOOM onetime fee.
1.2, Installation Services, Installation services consist or • NRC hardware belongs to Hunter.
coordinating with the City the necessary edgineedng, site survey, system 3.2.1. Unlnterruptlble Power Supply. City ship provide a Conn
configuration and other services necessary to provide City with Data of anlnterruptible power for the fiber termination hardware and any agreed
Services. These services shag be Provided up to the date that the service Hunter facilities or equipment at the alms location(s). If the City does not
testing Is completed based on Hunters customary testing procedures and provide an unlnterru tible
the service Is available to the P paver source , Hunter will provide it for an
City C -the (collectively acceptance date'. In additional cost, to he set forth in the form Of a mutually agreed upon
addition, Hunter vdll provide the equipment ftles referred to as addendum to this Agreement.
'Provider fadlRiesq necessary to connect aims facilities to to the network.
. - r
33, 2. Terms. This Agreement vdll be effective upon the date executed by received after theedue date may be pos, Electron, subjected to a chalrge of 1yi%°eper
Hunter and shall continue for 24 months from the service start-up date, month on the unpaid balance at the discretion of Hunter. Hunter may
unless sooner terminated or extended as provided In this Agreement. This require City to pay a deposit in advance of the provision of any service.
Agreement shall be subject to quarterly financial reviews, the first of which Hunter shall hold any such deposit in a non-Interest bearing account and
shall occur three (3) months from the seMCe startup date. Financial review used to satisfy (In whole or in part) any obligation of City under this
will be completed prior to extension of this Agreement. As part of the agreement, The City agrees to accept all Invoices via electronic mail. if City
quarterly Anancal review, Hunter will provide to City all applicable requests paper lnvoldng7 a$5.00 month
Information necessary, Including but not limited to: p ty processing fee will be assessed to
lys account. There will be a $25.00 returned check fee.
• plys B ih Consumption,
'
• Service races, rates, 3.4, Taxes, Fees, Government Charges, City agrees to pay any
• Provider bandwidth costs, and applicable taxes, franchise fees or other governmental charges Imposed
• Providersupport costs, upon Hunter Communications by governing body trth jurisdictional authority
over this service or for use of public right of ways and easements,
City has the option at the time of the final financial review to renegotiate the
Agreement pricing and renew for an additional twelve (12) month term. To advantage3.5. Of new Cost Savings,
technologies To that encourage Hunter le Innovate and take
renew the Agreementforan addlenal hrelve (12) month term, both parties may be capable of providing cost
must agree to the extension In writing. This Agreement may be renewed for savings to the City, this Agreement and Edilblt A may be changed by
a maximum of three (3) additional twelve (12) month temps. In the event mutually agreed upon addendum at any time during the tern of this
written notice is not given by either patty to renew andfor terminate this Agreement in order to provide for an allocation of the costsavings between
Agreement according to the spedftrations set forth herein, this Agreement City and Hunter for mutual benefit.
shall automatically revert to a month-to-month service agreement basis on
the same terms and conditions except for the rate specified In section 3 for 4• Service Requirements and Performance Standards.
a maximum of slot (6) months, The rate for each extension period shall be the rate In effect, as published by Hunter, at least 45 days prior to 4.1. Minimum Requirements, Hunter
agrees to provide data
termination date. services and equipment to City that meet the following minimum
requtrements:
3, Charges. Hunter agrees to provide an Internet connection service for (a) Physically and topologically redundant connections to the Internet,
which City agrees to provide consideration as outlined below and in (b) Minimum single link speed of 500 megabits persecond,
accordance with the Fee schedule attached as Exhibit A and incorporated (c) Packet delay not to'exceed.20 ms at 300 megabits per second network
herein by this reference. Exhibit A applies except In contradiction to terms leading per link to Hunters upstream network Interfaces,
stated In the sections of this Agreement. (Please 7nCNal and date (d) BGP4 routing management of AFN's Autonomous System Number,
sel.ectedopt/on.) (e) Redundant multimegabit tool loop connections, and
option A-SOOMb Initial (1) Routing equipment.
rtL' Data
• $11,000.00 billed monthly. The redundant multimegablt local loop connections Will be from local
• Hunter will notify, vithe City when bandwidth utilization reaches Internet Point of presence (POP) to the Ashland Headend located at 90 N.
500Mb per month (service will not be capped) to coordinate an Mountain Avenue, Ashland, OR, 97520.
addendum to upgrade the City to Option B.
Level of Service 5DOmbps 4.2, Performance Standards. Hunter agrees to provide data
- services that meet the following standards:
option 13 -1o00Mb Initial Date (a) Internet bandwidth must be fully operational 99,95°% of the time it is
scheduled to be so,
$17,000.00 billed monthly. (b) Redundant lines must provide no less than 500 megabits per second
speed
Level of service IOOehlhos 99.95 ofthe time, -
(c) Internet band%Vldth must maintain packet, delay not to exceed 20
milliseconds at 300 megabits per,second netvrork loading per link to ScrVices
Rat the rate of theoption selected In Section 3 aSeptember 3, 2010, nd In Elhibit A fforpeach shall month (d) Hunter's upstream have network a Interfsces~
in place
of service. Performance Standards do not apply until the service start-up Pmcess/execute work orders, specifically for ply use to
date. If the service does not begin on the first day of a billing cycle, then (e) Hunter shall have
payments for the that month shall be prorated on a dally basis. All accounts toll-free numbers 99% of the time, anIldable and act b;e via the designated
will be Involced on the first day of each month, and all sums shall be paid (f) Hunter shall follow the Outage Notlflcatlon and Resolution Protocol in
within 20 days after the date of the monthly billing for services (the "due section 6.
date'), Hunter shag include detailed usage and pricing on each Invoice
submitted to the City for payment. S. Hunter Facilities and Equipment. Any Hunter fadlities and/or
equipment Installed on Citys Premises all be and remain the property of
3 Hunter Initials
Date /a
Customer Initials 1ZJ- Date fS o
Hunter unless otherwise stipulated, and may be repaired or replaced at any guarantees thatsald Pathway meets all required fill rate capacities and that
time and removed at the termination of service, and may be used to supply all components of said pathway comply with NEC (National Electric Code)
Other customers of Hunter whether or not on the same premises, so long as recommended 'bend ratlos.°If, during the course of Installation, Hunter
it does not negatively impact performance Standards defined In Subsection encounters City provided conduit which Is unusable due to excessive fig rate,
4.2. No rent or other charge shall be made by City on Hunter for placing or bend ratio or condition (cashed, blocked, missing, etc.) additional material
maintaining its facilities or equipment upon Clty's premises. Hunter shall be or labormay be required to complete Installation, Additional material or
entitled, at any time, to affel to Hunter facilities or equipment a Label labor needed to complete Installation shall require prior authorization by
Indicating the Interest of Hunter. After at least 4B hours' node, Gty.vdll bothpanlasln thererm ofaslgned"Change Order."
grant Hunter Communcations or cooperate with Hunter Communications In
_
obtaining reasonable access to city premises for the Installation, operation, Any changes to the physical installatlon jangling, delays caused by adverse
services ~hereunderr. JA the event that City does notsprovide Hunterwith the other contractors and/or subcontraactorsgmade oaf ranotle Wto geed vdll
necessary access to remove said equipment and/or facilities after the require a written 'Change Order" and be considered due upon completion.
termination of service upon receiving notification as indicated above, Hunter
may assess a fee to City Each Occurrence Wdll be reNerred on an Individual basis, (unless othervdse
equal to the retail rest of said equipment and/or
facilities plus 2516. agreed upon by Contractor and City) and any additional costs incurred will
be the responsibility of City. All required changes will be desuf lied as
5.1. Removal, City will use reasonable efforts to ensure that been tl eviewedkands ignedlbby bothrpartles describingwritten
material, labor and
Hunter facilities and/or equipment are not removed or caused to be compensation requirements
removed by any person, other than Hunter or without Hunters prior written
consent Contractor shall, after notice from City, commence work. At such time,
5.2, Proper Environment. City shall use reasonable efforts to Contractor may designate resources and continue diligently In the
keep the location of Hunters facilitles and/or equipment in the performance of such work. Cdntractor shall employ sufficient crew, work
environment as spedBed by Hunter. proper sufficient hours and/or shifts so as to complete the requirements withln the
time frames noted on this contract; if no time frames for completion are
5.3. Damage. City agrees to exercise due care and caution to provided In this contract, Contractor shall complete all service activation
protect Hunters f ages and gress t equipment from the weather, vandalism and requirements within a reasonable period of time net to exceed 90-days after
other potential problems. City shall be liable for any loss a the estimated start date. Estimated start date: (5) five days or sooner, after
Hunters facilities and/or damage t to notice toproceed has been given by Gty, materials have been recelved and
equipment at any location arising from cie all preparatory and preliminary requirements of this proposal have been
negilgence, intentional act unauthorized maintenance or other cause within
the reasonable control Gry satisfied, Including the receipt of all necessary technical information from
loss or damage to Hunters , Its facilities or employees or equipment agents. for to which the city is event of liable, any the City and any work or construction permits associated
with the project.
City shall reimburse Hunter for the lesser of the reasonable cost of repair or
the actual cost of replacement For the purpose of change(s) to the contract; the following rates are to be
used unless othenvise agreed In writing; standard hourly labor rate per
6. Outage Notification and Resolution protocol, employee will be billed at $85.00 per hour. This hourly rate does notprovide
for any materials. (*Adverse soli/rock conditions: Contractor vdll not be held
6.1. Degradation of service Requirements and Performance rode, large bou dense sandstone any mat concrete rial sor obstructions i or any other
Standards. Hunter shall notify city rdtidn three (3) hours of when Hunter materials not normally removed by hand trenching or by backhoe-bucket
knows about any degradation of its data services. Degradation occurs when attachments).
Hunter Is providing data services, but those services fall to meet the servce
requirements and Perficinnanco standards In
the degradation In accordance dance wlthln the time Section 4. Falture to resolve 7.2, Premise's Access. City shall provide Hunter or other persons
result In llquldated damages, such time periods In Subsection 9:3 may authorized by Hunter with access (on both a routine and emergency basis)
termination pursuant n to Section ,on a 9. and continued failure may result in for the Implementation of all service acceptance date; city y toll provide
- Hunter reasonable access to the City are Installed. Hunter sh Innt l b responsible fortany fatults on
6.2. Outage. Hunter shall notify City within one (1) hour if Hunter the network or any fallum to perform the provisions of this agreement to
is unable to provide data services due to an outage that Is not due to a force the extent that Hunter, In good faith, requires access, and any such faults or
MOjeUre. Hunter shall denude data ceMcs
to restore data sedates in accordanc Within eight (8) hours. Fallure failures or the continuation thereof are a result of the fallure of City to
shall to rresult e with this section and Subsection 9.3 provide access to the
Section 9. place at each location where Hunter fatliltles and/or
n 9. In Ilquldated damages, and may result In termination pursuant to equipment are installed supporting the failing service Hunter ec8on.
-
6.3, Emergency. Hunter shall notlly Gty Immediatef If Hunter Is Hunter employees accessing City fact ies and sites are required to sign
unable to provide data services due to a force majeure y access forts and provide contact Information prior to being granted access.
The Gty maintains the right to deny Individuals access to sensitive areas at
7. Rights and Obligations of Customer. Its sole discretion, and will work -crith Hunter to make alternate
arrangements in such cases,
7.1. installation. Gty shall at Its expense undertake all necessary (a) Dudng Implementation, Hunter will normally carry out work required to
preparations required to comply with -Hunters Installation and maintenance Install and/or. repair Hunter's fadlitles and equipment dudng its normal
Instructions. Such preparations Include obtaining all necessary consents for
the installation and use of Hunter faculties and/or equipment In the building At , working hours but may, von Um,,.
v reasonable notice, require Huess at ethers and
Including consents for necessary alterations to buildings; ensuring that an eq sty's request Hunter will carry out wvork to install Hunters facilities and
floor loading limits will not be exceeded; providing suitable accommodations agrees to pay Overtimera,rdgany othern appropriatewrchalrgeseagrethe edato
foundations and an environment to meet the environmental specifications between the parties.
for Hunter including all necessary twining, conduits and cable trays;
provldtng suitable electric pourer and any other utilities needed by Hunter to (b
install, test and or maintain Hunters facllbae and ul meat; rovidin a ) Any out-of-podret costs, reasonably Incurred by Hunter, as a
suitable and safe working environment tlo denial of for Hunters personnel, Ic luding an locan shall be paid byCiry, aHun er hall ad(or viseuCity of any such cosyts n
in en time to vironment sa from environmental hazards; and taking up or removing, a case-by-case basis;
alloy fe Hunter to carry out installatlon as scheduled, any fitted or
Uxed floor coverings, aging tiles, suspended ceilings and partition covers.
Qty will provide Hunter With access to all existing conduits, racewa and 7.3, Customer's connection to Data services. Upon notice
etc. to be used In cable pathway. from Hunter that any equipment or software not provided by Hunter is
causing or is likely to cause a hazard, Interference, or service obsWctlon to
Hunter is not responsible for the condition or Oil rate of any City provided or data servfces, Hunter anti Gty shall coordinate the ellmination of the hazard,
existing conduits, raceways and etc. to be used In cable pathway; City Interference, or service obstruction.,
Hunter initials K~ DateX//,o
Customer Initials V-q,
Date 6)i o
Hunter affects more than one of the follovang defldencles end where one
Gty will only conned to the network to receive data services using Industry of the deficiencies Is dearly the cause of the other(s), Hunter shall be liable
standard equipment that has compatible standards with the service to Pay only the amount or the damage for the deficiency resulting in the
specifications set forth In applicable technical publlcattons. Hunter may greatest amount of damages, not to exceed the limits set forth herein.
suspend the provision of data services to any connection so affected If
service to the City would directly and solely cause the cessaNOn of Hunters (a) As to noncompliance. with standards below, such damages shall
network to function. Following remedial action by city saNsfactory to Hunter, acme from the date(s) that unsatisfactorype lic"ance has occurred and
Hunter will reinstate data service provided through that connection as soon
as possible. Wit continue through the resolution of such deficiency provided the City
gives written notice of such deficiency as soon as reasonably practlable,
City will cooperate with Hunter in setting the Initial configuration for its information to then Ciit (50) business days after Hunters provision vision OF
f
Hunter
equipment Interface with
the may from Ume the network.
Iss nance/nonmmptlance with tmid standards, tf the Cetermine ity gives
Hunter may from Nme t roper time issue e technical sir Aces o the use of the compnotice more than si City gives twines
network to ensure
the propel(unctfonIng ning of of the e seMCes or the protectionof Information, then Succh(dam gbusiness es shall acme from tthe date sor Huof such
the network from damage or deterioration. city will observe all essential
nter's
technical Instructions. receipt of written notice from the City of noncompliance with said standards;
unless the damages are waived in writing by the City or excused by force
7,4. System Integrity. Unless Otherwise noted herein, City majeure, and not to exceed the limits indicated in Subsection 10.9.
agrees to cure any violation (other than failure to pay) of the provisions of
this agreement within 30 days notice by Hunter. (1) Bandwidth Availability. Internet bandwidth must be fully
operational 99.95% Of the time It Is scheduled to be s0, Outage
7.5. Hunter Equipment Movement: City Is obligated to obtain Periods for maintenance vdld'ot be counted against this Performance
written approval from Hunter level If agreed to, In advancer by both parties. if the bandwidth is
rIOvfng of equipment without a thorizatonAmay any of Hunters cause damagesean /rment an Hunter nonfunctional beor inaccessible more than 0.591, In any 90-day
quarte of s
outage, ri customer-caused outage, due to the moving of equipment occurrence. For or each
to liable full the or City for artial One- $1500.00 tenth for of a each winch authorization, VAll be the sole responsibility of the City. over .5°la that the solution
Is nonfunctional Or Inaccessible, point
Costs for repairs performed by Hunter technicians as a result of damages
due to movement of Hunter equipment shall be bore by the City. No shall be liable to the City for an additional $500.00 for each month,
deductions to billing will be made for 01Y-caused outages, not to exceed the limits indicated In Subsection 10.9. Provided
utages. however, Hunter shall have no liability to the City under the provisions
8. Acceptable use Policies (AUP). Hunters Acceptable Use Poll of this Paragraph If the solution Is nonfunctional Or Inaccessible due to
Is attached to this Agreement as Exhibit B and isAncorporated he ein for a general failure of public telecommunications or other force majeure. ,
reference. Hunters AUP is also posted to the Hunter Communications web
site (wwryl hun-- t~c_) and Is be be acknowledged and known b the (2) Provider Availability. Hunter must have expert staff available
by and accessible via the designated
City at all reasonable times. Hunters Acceptable Use Policy applies except toll-free numbers 99% of the time.
Hunter must also have staff capable of
In contradiction to temps stated in the sections of this agreement. Ashland, Oregon, within thirty p minutes If necessary res If N. Mountain,
to resolve the
9. Termination. Ether party may terminate this agreement for ease Problem. If Hunters staff are e the City Inaccessible more than 1.045 in any
Provided written notice Is given the other party specifying the month, Hunter shall be liable to the City for $500.00 that month. For
termination and requesting r cause for each full or Partial one-tenth of a percentage point over 1.0% that the
sum due, , or within 30 days for any y other within 10 cause, days ys and for failure
such ailure se pay a system Is nonfunctional or Inaccessible, Hunter shall be liable to the
corrected su within the cause is not
agreement, the applicable period, Cause Is any material breach of the Gty for an additional $250.00 for each such fraction the a percentage
teens of this is agreement Including the failure to Pay any amount when due; Per month, Hunter rill provide measured results of the occurrence of
the filing of a petition In bankruptcy; inability to meet ffnandal 0611 atlons Periods where no staff Is available. Oamages are not to exceed the
when due; or failure to provid 9 limits Indicated in Subsection 10.9. Hunter shall have no liability to fit,
event of a failure t to e cervices as Of etailed In this agreement. In the
pay a sum due, Hunter may choose tD tem rariGty under the provisions of this Paragraph gthe Inaccessibility of the
deactivate service in lieu of terminating this agreement. For sseerdce Cali Center Website Is attributable to a general failure of public
deactfvatfon(e), Hunter must follow all notification guidelines relating to telecommunications or other force majeure.
agreement termination set forth. In the event of a seMce deactivation, City 3
may have service reactivated by paying all sums due. Hunter may assess a t) Red topologically redundant lly Internet connections to t lions to the must Internet. Service
have pervicery and
$50.00 service reconnection fee. Hunter will provide additional inormation must
upon request, provide no less than SOD megabits Per second speed 99.95% of the
time. If aggregate bandwidth performance drops below 99.95% In
9.1. Without Cause. Either party may terminate this Agreement any 7-day Period, Hunter shall be liable to the qty for $2oo0.OD for
without muse, provided written n0002 Is given to the other parat least each occurrence, For each full or Partial one-tenth percentage point
180 days prior to the proposed termination date, over .1% that the solution does not perform to this standard, Hunter
shall be liable to the City for an additional $500.00 for each 7-day
9.2. Operation Standards of Performance/Liquidated Period~vt Provided howr, e this Paragraph all he v eo no liability to the City
Damages. Specific functions and performance described In the Cls RFP under the
must operate at or above levels specified In the RFP; and all functions, - or Inaccessible due to a general failure of public telecommunications or
whether or not described In the RFP, must operate and perform at or above other force majeure.
levels meeting the requirements of this Agreement, and In particular, those
of Section 4, The Parties acknowledge that operation and su rt of the (4) Response Time, Internet bandvddth must maintain packet
solution depend upon cooperation and diligence by the Gty as well as delay to not exceed 20 milliseconds at 500 megabits per second
Hunter. In the event of unsatisfactory Performance by Hunter In providing network loading per link to Hunter's upstream network interfaces. For
operations and su each hour that the solution exceeds the Performance threshold,
enable the honoring of the sale or t som er s through no fault of thel City City Hunter shall be liable to the Gty for $50.00 per hour for each full
H
Hunter shall be responsible millisecond over 20 milliseconds, not to exceed an amount of
for the direct Agreement. Payment to the City for any $2000.00. In general, damages are not to exceed the limits Indicated
liquidated unter s damages as as provided in this s Agreement. Fault of the Gshall
include, vfithOut IlmltaNon, delays beyond the time allocated or mutually in Subsection 10.9. Hunter shall have no liability to the City Under the
agreed upon between the Parties for the City to Provide Information, work Provisions of this a Paragraph failure h of public ollutio telecommunications nonfunctional or
Input, or approvals necessary for Hunter to proceed.
other force majeure.
The maximum liability of Hunter for I.butdated damages and other damages
Provided for In this Agreement shall not exceed the amounts set forth in (5) Provider Response. city staff must receive correct reliable
Subsection io.g. Hunter shall pay the Gty. the rcirovdng amounts in Information about the solution in a timely fashion, as well as answers
connection with the following deficiencies. when unsatisfactory performance to quesUOm they have regarding any aspect of Its operation as they
relate to equipment or any problems mused by the solution to operate
5 Hunter initials
Date y//) /o
Customer Initials a4,- Date `61
In accordance with the Agreement using the contact Information and
order provided Hunter. If more than 550 of 9.3. Cessation of Access. If Hunter ceases to provide or defiles
assistance remain n unresolved for such tails for City access to the network pursuant to Vile section, neither Gty nor any of
more than two (2) days, the.Gty - Its customers shall have any right:
shall notify Hunter of such event as soon as Is practicable, explain the
specific unresolved complaint, and determine If a violation has (a) to access through Hunter any materials stored on the
occurred for witch liquidated damages would be Internet,
vrithin two (2) business days after recelpt of such notice, Hunter hose (b) shall obtain any credits otherwise due to Cdy, and such credits
failed to satisfactorily resolve said complaint by taking appropriate (c) shall to access third ccess thirtd or,
party seMCes, merchandise or Information
action to repair/replace hardware or software, or reasonably assist
ly on the Internet through Hunter.
with diagnosing other problems not within the control of Hunter, and Hunter shall have no
responsibility to notify any third-
to the extent compensation for such damages Is not provided for merchandise or notify information ny lr any ty d providers or services, any
Hunter elsewhere shall in h be the liable Agreement. the For City each for full additional percentage point over ay, seMces Pursuant to this section, nor any responsibility
for any
Su $250 -
to consequences resulting from lack ofsuch netiflcation.
Damages are not to exceed the limits indicated In n Subsection 10per.9. day,
BO event shall Hunter be liable for failure to remedy a problem not
Within Hunter's control, unless Hunter has not provided reasonable cause, a If• Termination Fee. If Hunter terminates this agreement with
assistance In diagnosing other Waltzed problems not within the City terminates this Agreement without cause, City shall pay
control of Hunter or provides an Incorrect diagnosis due to negligence Hunter a termination fee equal to the lesser of,
on the part of Hunter. (a) the remaining charges applicable through the cod of the
scheduled term, or,.
(6) Storage of Data. SPednc customer data from the City$seMces (b) sb(months charges.
shall not be saved or Ublized by Hunter for any purpose or reason, if IO.. Miscellaneous Provisions.
data is saved, shared, of used In violation of this requirement with
-
Hunters prior knowledge and/or consent, Hunter will be liable to the 10.1. Indemnification.- To the extent legally
City for an amount not to exceed the monthly cost of this Agreement, shall indemnify and hold City, its officers, agents and m ployeeasl harmless
Damages are not to exceed the limits indicated in Subsection 10.9, from and against any and, all claims, actions, liabilities, costs, Including costs
Hunter shall have no liability to the City under the provisions of this of defense, arising out of or in any tray related to any act; failure to ac or
Paragraph for usage of metadata In the administration of the network negllgence by Hunter or its employees, agents, officers and coati t
and bandvldth, as well as if specific data Is required by law, the direct
actors in
'Order of a court of law and law enforcement, or other force majeum. connection with this Agreement.
(7) Work Order Process, Hunter shall have a sPeciRc process in of a . 10.2• Non-walver, Waiver by either Party of sbkt performance
piece to procestyexecute work orders. This process shall account for any provision of this Agreement shall not valve or prejudice the padys right to thorough analysts, design,
test and Implementation any changes. IF, Int it future. er vrmance consent, the cosame o fiopatim ion cohrange of he
provision
through no fault or delay of the City, a signed Work order Is not terms of this Agreement shall bind either party unless In writing and signed
accepted by the City as completed within two weeks of its scheduled by all Parties. Such walvey, consent, modreaUet or change shall be
completion date, Hunter shall be liable to the City for $1000 per day effective only In the s
until the work order Is delivered by Hunter and accepted by the City, specific Instance and for the specific purpose given.
Hunter shall be liable to the City for an additional $200 for each full or
Partlal day of delay beyond the 15th day of the scheduled change or liquidated damages afire not specified for the default that occurs, the City
update. Damages are not to exceed the limits Indicated In Subsection may elect to pursue an action in a court of competent jurlsdlcUon. If any
10.9. litigation Is commenced behreen he Parties to this Agreement conceming
(b) Hunter shall provide notice pursuant to Subsection 10.5 of its this Agreement or the rights and duties of either party, the prevailing party performance relative to
the standards described In Section 4, as well as all In that litigation shall be entitled, in addition to any other rebef that may be
noncompliant performance, upon discovery of such noncompliance, ed In the Ileati0 a reasonable sum for that Parlys attomeys'fees,
Including ve fees appeal, The amount of the fees shall be
(c) The Parties agree that damages from breach of this Agreement are determinedby the court in that litigation or In a separate action brought for
difficult to prove or. estimate, and the amount of liquidated damages purpose,
spedfled herein represents a reasonable e,Umatkm of damages that will be 10.4. Contract Administration. This Agreement shall be
suffered by the City from late performance, Including costs of additional administered b the
Inspection and oversight and lost opportunity Y ys Information Technology Department, through its
op for additional efflcJendes es are Information Technology Dlredor/CtD and
would have attended ont lion o
ion J performance. Damages are not by Hunter through the
to exceed the Ilmlis Indicated ated In n Section 0.g .9, representative listed in Subsection 10.5• Either Party may change Its
representative by providing he oth-er party written notice of the new
(d) The rights and remedies granted to City under this section constitute representative's name and address, ,
Cilys cola and exclusive remedy against Hunter, Its agents, officials and 10.5. Notices, Except as othenlse expressly
employees for any and all Balms arising under statutory or common law or provided by lave,
othenvis
employee, there are no thla any and all notices or other communications required or permitted by this
agrees that Hunter shall havepnarty liability for hefn Ili ence,mroducts, Agreement or by lacy to be served on or given to a party of this Agreement
services or Web5ite5 of qty; of afRllate of developers or consultants shall be in writing and shall be deemed-duty served and given when
Identified or referred to Oty by Hunter or of any other third paHincludin Personally delivered to the party, any managing employee of the party, or,
Wcces
a in lieu of Personal service, vrhen deposited in the United States mail, nest
but not finflted to liability for the content, quality and accuracy the
foregoing vrtIrch htch are accessible by use of the system or services of Hunter. doss Postage prepaid, addressed to the appropriate party as follows:
9.2, Cessation of Service. Hunter may deny city access to the CUIOMEERICI PROVIDER
network and cease to provide all or Part of any services described In this Attn: IT Director/CIO Hunter Communka0om,
agreement without Police If City: Attn: Oontfact Manager
(a) violates any provision of applicable acceptable use Ildes• - 90 N. Mountain Ave. 801 Enterprise Drive
(b) engages In any conduct or activity that Hunter, In Its sole Ashland, OR 97520 Central Point, OR 97502
discretion, reasonably crbelleves iminal reuses a risk that Hunter may .10,0. Amendments and Assignment. NO amendment to this
be subjected to civil or criminal lltlgatlon, charges, or damages;
or, Agreement or assignment of his Agreement tAlfbe effective unless It Is In W would cause Hunter be 0enled access of to lose services writing and signed by both
parties,
by one of Hunters Internet et provide,. ders. 10.7. No Warranties, To the extent
permitted
law, Hunter is providing the seMces and the system (including applicable
limited to Hunter facilities and or but not
equipment and any y access to the
6 Hunter Initials 4A pate 8i?~b
Customer Initials fry Date `6/rNia
nehvork). Hunter agrees, to the extent feasible, that all equipment provided
by Hunter shall function to permit City access to the bandrddth purchased
hereunder. Except for the ebllgatidne assumed by Hunter under the terms
and conciltions of this Agreement, Hunter hereby disclaims Ali other
warranties, if any, either Implied, statutory or othenvlse, with respect to any
of the system and services provided or to be provided under this
Agreement, Including but not limited to warranties of merchantability,
fitness for a Particular purpose, or lack of viruses, Hunter makes no
warranty of title, quiet enjoyment or lack of infringement with respect to the
system or services.
10.8. Force Majeure. Neither party shall be deemed in
violation of this Agreement H it is prevented from performing any of the .
obligations under this Agreement by reason of severe vreather and storms;
earthquakes, fire or other natural ucwmences; human caused fire or facility
damages; stakes or other labor unrest; parer failures; nuclear or other civil
or military emergencies; acts of legislative; judicial; executive or
administralive authorities; or any other dr umsbmm, i• filch are not within
Its reasonable control.
10:9 Limitation of Liability. Hunter's total [lability to City under
this agreement and the transactions contemplated hereby, including svithout -
limitation any liability of Hunter for any damages of any nature whatsoever,
Including without limitation direct or actual damages, shall be limited to the
direct damages Incurred by City in actual and reasonable rellarice on the .
system or services, which damages shall not, In the aggregate, exceed
100% of the amount having actually been paid by City to Hunter in the
hvelve month period Immediately preceding the date on which the breach
giving rise to the damages occurred. per occurrence damages are not to
exceed the monthly cost of this agreement.
10.10, Governing Law. This Agreement, and all matters
relating to this Agreement, shall be governed by the laws of the State of
Oregon In force at the Ume any need for interpretation of this Agreement or
any decision or holding concerning this Agreement arises.
10.11. Severabll[ty, If any provision of this Agreement Is held
by a court, governmental agency, or regulatory body of competent
jurisdiction to be either Invalid, Vold,' or Unenforceable, the remaining
provisions of this Agreement shall remain In full force and effect unimpaired
by the holding. The Invalidity of a section, subsection, paragraph, or clause -
shall not affect the validity of the remaining sections, subsections,
paragraphs and clauses as long as the parties can legally, commerclaly and
practicably continue without the Invalid provision.
10,12, Entire Agreement. This Agreement and any
attachments constitute the entire and sole agreement behveen the City and
Hunter. Any agreements or representations respecting Internet service or
any related matters discussed In this Agreement not expressly set forth or
Incorporated into this Agreement are null'and void.
INTENDING TO BE BOUND, the parties have executed this Agreement as
of the date written belovi.
Customer/CITY: CityofAshland
Name: Robert Lloyd
Title: information Technology Dlrector`/CIO
Signature:_ ``~Z-e (r• ~ ~'t Date: WJ2A9 -
k
Hunter Communi
Richard Ryan, w/s: -
signature: DataiP I ~U
Hunter Initials .459"' IL Date JI"/7 ~a
Customer Initials rw Date fl' j v
CITY OF /
'T\ CITY RECORDER Page 1 1
~J~ S H LAN D DATE PO NUMBER
20 E MAIN ST. 7/11/2013 11681
ASHLAND, OR 97520
(541) 488-5300
VENDOR: 000082 SHIP TO: City of Ashland-Warehouse
HUNTER COMMUNICATIONS, INC. (541) 488-5354
801 ENTERPRISE DR 90 N MOUNTAIN
CENTRAL POINT, OR 97502 ASHLAND, OR 97520
FOB Point: Ashland Req. No.:
Terms: Net 15 days Dept.:
Req. Del. Date: Contact: Michael Ainsworth
Speciallnst: Confirming? NO
Quantity Unit Description Unit Price Ext. Price
2.00 mo Internet bandwidth services usaqe of up 17,000.00 34,000.00
to 1000mbps
10.00 mo Internet bandwidth services useaqe of 21,000.00 210,000.00
up to 150OMbps
12.00 mo OR PTR Fee. 4.95 59.40
SUBTOTAL 244 059.40
BILL TO: Account Payable TAX 0.00
20 EAST MAIN ST FREIGHT 0.00
541-552-2010 TOTAL 244,059.40
ASHLAND, OR 97520
Account Number Project Number Amount Account Number Project Number Amount
E 691.02.47.00.60140 244 059.40
Authorized Signature VENDOR COPY
rO72M#3 CITY OF
A.rct;Ia.iwi'or Nllrciioseorde ASHLAND
REQUISITION Date of request: July 8, 2013
Required date for delivery:
Vendor Name Hunter Communications
Address, City, State, Zip 801 Enterprise Drive Suite 101
Contact Name & Telephone Number
Fax Number Central Point, OR 97502
Sam Ackley 541-772-92A2
SOURCING METHOD
❑ Exempt from Competitive Bidding ❑ Emergency
❑ Reason for exemption: ❑ Invitation to Bid (Copies on file) ❑ Form #13, Written findings and Authorization
❑ AMC 2.50 Dale approved by Council: ❑ Written quote or proposal attached
❑ Written quote or proposal attached
❑ Small Procurement Cooperative Procurement
Less than $5.000 X Request for Proposal (Copies on file) ❑ State of Oregon
❑ Direct Award Dale approved by Council: 712012010 Contract #
❑ Verbal/Written quote(s) or proposal(s) ❑ Slate of Washington
Intermediate Procurement ❑ Sole Source Contract #
GOODS a SERVICES ❑ Applicable Form (#5,6, 7 or 8) ❑ Other government agency contract
$5.000 to $100.000 ❑ Written quote or proposal attached Agency
❑ (3) Written quotes and solicitation attached ❑ Form #4, Personal Services $5K to $75K Contract #
PERSONAL SERVICES El Special Procurement Intergovernmental Agreement
$5,000 to $75,000 ❑ Form #9, Request for Approval ❑ Agency
❑ Less than $35,000, by direct appointment ❑ Written quote or proposal attached Date original contract approved by Council:
❑ (3) Written proposals/written solicitation Date approved by Council: (Date)
❑ Form #4, Personal Services $5K to $75K Valid until: Date
Description of SERVICES Total Cost
Internet Bandwidth services $244,060
Item # Quantity Unit Description of SERVICES Unit Price Total Cost
2 months 1000Mbps Internet Bandwidth services usage of up to 1000Mbps 17000 34000
10 months 1500Mbps Internet Bandwidth services usage of up to 1500Mbps 21000 210000
12 months OR PTR Fee 4.95 59.40
TOTA ST
❑ Per attached quotelproposal $24 0
c U••
Project Number Account Number 691.02.47.00.601400~`~;V~l
Account Number Account Number
'Expenditure must be charged to the appropriate account numbers for the financials to accurately reflect the actual expenditures.
IT Director in collaboration with department to approve all hardware and software purchases:
ITDirector Date Support-Yes/No
By signing this requisition form, I certify that the City's public contracting requirements ha been sati red. /
Employee Signature: Department Head Signature:
(Equal tq realer than 55,000)
City Administrator: ! mm -
qualto'orgr terthaann$25$25,000)
Funds appropriated for current fiscal year. ES / NO P A%. 1 , - 4i u C e
Finaoc Director-(Equal to orgreaterthan$5,000) Dates
Comments:
Form #3 - Requisition