HomeMy WebLinkAbout2012-310 ISP Agrmt - Ashland Home Net
How
Ashland
Internet Service Provider Annual Cooperative Agreement a n Connects
Cooperative Agreement between the City of Ashland, by and through its, Ashland Fiber Network
Department ("AFN"), and Internet Service Provider ("ISP") named below for the certification of
ISP for AFN Internet services on AFN's telecommunications system through its fiber optic network ("the network").
ISP Name: Telephone:
;IJ
Billing Address: Email: % a _ € ,.r _ ( /4 f
ISP's Business Relationship with AFN ' Partne Reseller ISP Office Contact name:
Effective Date 7 f I Z 111-1 7L---C--c
on AFN's website, co-branded advertising, or other
1. PARTNER / RESELLER PROGRAM. AFN will designate marketing efforts undertaken and underwritten by AFN at
ISP as a certified internet service provider on the network a negotiated cost. AFN will maintain a list of its ISP's and
and the ISP's business relationship with AFN in one of the will provide this to the public upon request. Only certified
following categories: 1) Partner or 2) Reseller. ISPs in good financial status will be listed.
1A. To qualify as a Partner, the certified 1C. Nothing in this agreement prohibits AFN from
ISP must meet minimum criteria as defined by AFN; a) having a business relationship with other vendors through
Promote, sell and service AFN Internet products as their the AFN system.
primary business activity within the confines of the urban 2. AFN SERVICE LEVELS.
growth boundary and the immediate area outside of the 2.1. INSTALLATION. AFN will install coaxial cable
UGB where AFN presently provides wireless services. from the network to the residence or business of ISP's
Primary is defined as representing 95% of their gross customer and install the interior wiring within the
business income from the geographical area. b) Does not residence or business to the location specified by the
offer competitive Internet services provided by another customer for the cable modem connection. Installation
wired or wireless system or network. c) Shares customer services which may or may not include a "truck roll" will be
database information on a confidential basis including, but billed to the ISP following the rate schedules of the
not limited to, customer name, address, level of service published rates attached as Exhibit B.
and MAC address. d) Provides a minimum advertising 2.2. SERVICE CHARGES. Service calls by AFN
expenditure of $1000 per calendar year identifying the requested by ISP shall be billed to ISP at AFN's published
partnership with AFN and exclusively promoting AFN- service rates, attached as Exhibit B if it is determined
based products. e) Provides minimum customer service solely by AFN that the customer's problem was not the
standards as defined in attached Exhibit A. and f) primary fault or responsibility of AFN. I.e. Non AFN
Maintains a zero balance due to AFN and City of Ashland network related issue.
as reconciled on the 20th of each month, 2.3 RIGHT TO PERFORM. If ISP falls to provide
At AFN's sole discretion, AFN Partners will responsive customer service within the time frames set
receive presence on AFN's website, co-branded forth in Exhibit A of this agreement, AFN shall have the
advertising placed by AFN, opportunities for collateral right, but shall not be required to, step in and perform
marketing material prominently displayed in the point of necessary service to meet the customer needs. In the
purchase Utility Billing Counter, and up to one bill stuffier event AFN provides such service in response to ISP
inserted into utility bills envelopes (non-sorted) per default, AFN will bill ISP for the technical support at the
calendar quarter. (Partner is responsible for the cost of published rates as described on Exhibit B. ISP shall pay
creation, printing, and folding of bill stuffers.) such bill no later than 10 days from the date of such Bill.
1B. A certified ISP that does not meet the
requirements in 1A is considered a Reseller. The Reseller 3 CERTIFICATION REQUIREMENTS FOR ISP. ISP agrees
ISP may also sell other product lines and services in to comply with the following requirements and procedures
the AFN service area that could represent competitive in order to utilize the network as a certified internet service
services to AFN's offerings. provider.
Reseller is completely responsible for growing 3.1. ISP SERVICE LEVEL. ISP shall provide
and maintaining its AFN customer base and providing internet services to all Ashland residents or businesses
minimum customer service standards as defined on who request service and who otherwise meet the
attached Exhibit A. Reseller maintains good financial hardware and credit or payment requirements of ISP. ISP
status with AFN and the City of Ashland as reconciled on will connect customers within ten business days from the
the 20th of each month as represented by zero balance date the customer requests service and otherwise meets
due. the requirements of ISP for service, or when the
At AFN's sole discretion, Reseller may be necessary wiring of the customer's residence or business
included on AFN's POP (Point of Purchase) material and/ for connection to the network is installed, whichever date
or on AFN's website. Reseller may purchase a presence
How
Ashland
Internet Service Provider Annual Cooperative Agreement anConnects
Cooperative Agreement between the City of Ashland, by and through its, Ashland Fiber Network
Department ("AFN"), and Internet Service Provider ("ISP") named below for the certification of
ISP for AFN Internet services on AFN's telecommunications system through its fiber optic network ("the network").
ISP Name: Telephone: 1j 2.c
Billing Address: Email:
CMG; j ( 1 Jt 7r, t i °f
ISP's Business Relationship with AFN ' Partne Reseller ISP Office Contact name:
Effective Date 10-1 1 Ct- r . %
on AFN's website, co-branded advertising, or other
1. PARTNER / RESELLER PROGRAM. AFN will designate marketing efforts undertaken and underwritten by AFN at
ISP as a certified internet service provider on the network a negotiated cost. AFN will maintain a list of its ISP's and
and the ISP's business relationship with AFN in one of the will provide this to the public upon request. Only certified
following categories: 1) Partner or 2) Reseller. ISPs in good financial status will be listed.
1A. To qualify as a Partner, the certified 1C. Nothing in this agreement prohibits AFN from
ISP must meet minimum criteria as defined by AFN; a) having a business relationship with other vendors through
Promote, sell and service AFN Internet products as their the AFN system.
primary business activity within the confines of the urban 2. AFN SERVICE LEVELS.
growth boundary and the immediate area outside of the 2.1. INSTALLATION. AFN will install coaxial cable
UGB where AFN presently provides wireless services. from the network to the residence or business of ISP's
Primary is defined as representing 95% of their gross customer and install the interior wiring within the
business income from the geographical area. b) Does not residence or business to the location specified by the
offer competitive Internet services provided by another customer for the cable modem connection. Installation
wired or wireless system or network. c) Shares customer services which may or may not include a "truck roll" will be
database information on a confidential basis including, but billed to the ISP following the rate schedules of the
not limited to, customer name, address, level of service published rates attached as Exhibit B.
and MAC address. d) Provides a minimum advertising 2.2. SERVICE CHARGES. Service calls by AFN
expenditure of $1000 per calendar year identifying the requested by ISP shall be billed to ISP at AFN's published
partnership with AFN and exclusively promoting AFN- service rates, attached as Exhibit B if it is determined
based products. e) Provides minimum customer service solely by AFN that the customer's problem was not the
standards as defined in attached Exhibit A. and f) primary fault or responsibility of AFN. I.e. Non AFN
Maintains a zero balance due to AFN and City of Ashland network related issue.
as reconciled on the 20th of each month, 2.3 RIGHT TO PERFORM. If ISP fails to provide
At AFN's sole discretion, AFN Partners will responsive customer service within the time frames set
receive presence on AFN's website, co-branded forth in Exhibit A of this agreement, AFN shall have the
advertising placed by AFN, opportunities for collateral right, but shall not be required to, step in and perform
marketing material prominently displayed in the point of necessary service to meet the customer needs. In the
purchase Utility Billing Counter, and up to one bill stuffer event AFN provides such service in response to ISP
inserted into utility bills envelopes (non-sorted) per default, AFN will bill ISP for the technical support at the
calendar quarter. (Partner is responsible for the cost of published rates as described on Exhibit B. ISP shall pay
creation, printing, and folding of bill stuffers.) such bill no later than 10 days from the date of such Bill.
1 B. A certified ISP that does not meet the
requirements in 1A is considered a Reseller. The Reseller 3 CERTIFICATION REQUIREMENTS FOR ISP. ISP agrees
ISP may also sell other product lines and services in to comply with the following requirements and procedures
the AFN service area that could represent competitive in order to utilize the network as a certified internet service
services to AFN's offerings. provider.
Reseller is completely responsible for growing 3.1. ISP SERVICE LEVEL. ISP shall provide
and maintaining its AFN customer base and providing internet services to all Ashland residents or businesses
minimum customer service standards as defined on who request service and who otherwise meet the
attached Exhibit A. Reseller maintains good financial hardware and credit or payment requirements of ISP. ISP
status with AFN and the City of Ashland as reconciled on will connect customers within ten business days from the
the 201h of each month as represented by zero balance date the customer requests service and otherwise meets
due. the requirements of ISP for service, or when the
At AFN's sole discretion, Reseller may be necessary wiring of the customer's residence or business
included on AFN's POP (Point of Purchase) material and/ for connection to the network is installed, whichever date
or on AFN's website. Reseller may purchase a presence
in this agreement without notice if ISP (a) violates any AND AGREES FURTHER THAT THE INTERNET
provision of applicable acceptable use policies; (b) CONTAINS VIRUSES, WORMS, TROJAN HORSES
engages in any conduct or activity that AFN, in its sole AND OTHER HARMFUL COMPONENTS. ISP AND
discretion, reasonably believes causes a risk that AFN ISP'S CUSTOMERS ACCESS SUCH COMPONENTS
may be subjected to civil or criminal litigation, charges, or AND MATERIALS AT ISP'S OWN RISK. AFN HAS
damages; or (c) would cause AFN to be denied access or NO CONTROL OVER AND ACCEPTS NO LIABILITY
to lose services by AFN's bandwidth provider. OR RESPONSIBILITY WHATSOEVER FOR SUCH
7.2. If AFN ceases to provide or denies ISP COMPONENTS OR MATERIALS.
access to the network pursuant to this paragraph, neither 11. UNCONTROLLABLE CONDITIONS. Neither party
ISP nor any of its customers shall have any right (a) to shall be deemed in violation of this agreement if it is
access the network through AFN (b) to access any prevented from performing any of the obligations under
materials, including voice or data messages, stored on this agreement by reason of severe weather and storms;
the network, (c) to obtain any credits otherwise due to earthquakes or other natural occurrences; strikes or
ISP, and such credits shall be forfeited, or (d) to access other labor unrest; power failures; nuclear or other civil or
third party services, including but not limited to, security military emergencies; acts of legislative, judicial, executive
services, emergency services or any other service or administrative authorities; or any other circumstances
utilizing an automatic dialer. AFN shall have no which are not within its reasonable control.
responsibility to notify any third-party providers of 12. INDEMNIFICATION. ISP shall hold harmless, defend
services, merchandise or information of any and indemnify AFN, its elected or appointed officials,
discontinuance of any services pursuant to this officers, employees and agents, from all claims, damages,
paragraph, nor any responsibility for any consequences losses, liability and expenses, arising from the negligent
resulting from lack of such notification or other tortious acts or omissions of ISP and its officers,
7.3. If AFN terminates this agreement for cause, agents, employees and independent contractors. AFN,
or if ISP terminates this agreement without cause, ISP to the extent of the Oregon Tort Claims limitations set
shall pay AFN a termination fee equal to the lesser of (a) forth in ORS 30.265, et seq. shall hold harmless, defend
the remaining charges applicable through the end of the and indemnify ISP, its officials, officers, employees and
scheduled term, or (b) six months of charges. agents, from all claims, damages, losses, liability and
7.4. If AFN terminates this agreement for cause, expenses arising from the negligent or other tortious acts
or if ISP terminates this agreement without cause in such or omissions of AFN and its officers, agents, employees
a manner that its customers will be left without service, and independent contractors.
without further notice to ISP, AFN may, in its sole 13. ATTORNEY FEES. If this agreement is placed in the
discretion, absorb ISP's customers into AFN's system or hands of an attorney due to a default in the payment or
may sell ISP's customer list to another ISP. Any performance of any of its terms, the defaulting party shall
proceeds received by AFN for the sale of the customer pay, immediately upon demand, the other party's actual
list, shall be considered liquidated damages for the costs fees and expenses together with reasonable attorney
AFN incurs in promoting and consummating the sale and fees, even though no suit or action is filed.
transfer of the customers to another provider.
8. ASSIGNMENT OR TRANSFER. This agreement is
unassignable and not transferable. ISP shall not sell, ISP By:"
assign, or in any other manner transfer its rights under
this agreement or any interest of ISP in this agreement Title: 7t'~ t < < c ? Date: z ~
unless or until the recipient of the transfer has qualified fi > t (e t CJ r~ r'f
and entered into an equivalent agreement with the City of
Ashland. AFN: By:_ 'z
9. Limitation of Liability. AFN SHALL NOT BE
LIABLE TO ISP FOR ANY INCIDENTAL, INDIRECT, Title: Iq e-,4- Dater _
SPECIAL, OR CONSEQUENTIAL DAMAGES OF
ANY KIND INCLUDING BUT NOT LIMITED TO ANY
LOSS OF USE, LOSS OF BUSINESS, OR LOSS OF
PROFIT. REMEDIES UNDER THIS AGREEMENT ARE
EXCLUSIVE AND LIMITED TO THOSE EXPRESSLY
DESCRIBED IN THIS AGREEMENT.
10. NO WARRANTIES. THERE ARE NO
WARRANTIES, EXPRESS OR IMPLIED,
INCLUDING BUT NOT LIMITED TO WARRANTIES
OF MERCHANTABILITY AND FITNESS FOR A
PARTICULAR PURPOSE OR FOR ANY INFORMATION,
SERVICE OR MERCHANDISE PROVIDED THROUGH
THE NETWORK, OR ANY TRANSACTIONS
CONDUCTED ON THE NETWORK. ISP UNDERSTANDS