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Internet Service Provider Annual Cooperative Agreement Ashland
Connects U11 I
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:
Billing Address: Email
ISP's Business Relationship with AFN Partner Reseller ISP Office Contact name:
Effective Date
and/or on AFN's website. Reseller may purchase a
1. PARTNER / RESELLER PROGRAM. AFN will designate presence on AFN's website, co-branded advertising, or
ISP as a certified internet service provider on the network other marketing efforts undertaken and underwritten by
and the ISP's business relationship with AFN in one of the AFN at a negotiated cost. AFN will maintain a list of its
following categories: 1) Partner or 2) Reseller. ISP's and will provide this to the public upon request. Only
1A. To qualify as a Partner, the certified ISP must certified ISPs in good financial status will be listed.
meet minimum criteria as defined by AFN, a) Promote, sell 1C. Nothing in this agreement prohibits AFN from
and service AFN Internet products as their primary having a business relationship with other vendors through
business activity within the confines of the urban growth the AFN system,
boundary and the immediate area outside of the UGB 2. AFN SERVICE LEVELS.
where AFN presently provides wireless services. Primary 2.1. INSTALLATION. AFN will install coaxial cable
is defined as representing 95% of their gross business from the network to the residence or business of ISP's
income from the geographical area. b) Does not offer customer and install the interior wiring within the residence
competitive Internet services provided by another wired or or business to the location specified by the customer for
wireless system or network, c) Shares customer database the cable modem connection. Installation services which
information on a confidential basis including, but not may or may not include a "truck roll" will be billed to the
limited to, customer name. address, level of service and ISP following the rate schedules of the published rates
MAC address, d) Provides a minimum advertising attached as Exhibit B.
expenditure of $1000 per calendar year identifying the 2.2. SERVICE CHARGES. Service calls by AFN
partnership with AFN and exclusively promoting AFN- requested by ISP shall be billed to ISP at AFN's published
based products. e) Provides minimum customer service service rates, attached as Exhibit B if it is determined
standards as defined in attached Exhibit A. and f) solely by AFN that the customer's problem was not the
Maintains a zero balance due to AFN and City of Ashland primary fault or responsibility of AFN. I.e. Non AFN
as reconciled on the 20th of each month, network related issue.
At AFN's sole discretion, AFN Partners will 2.3 RIGHT TO PERFORM. If ISP fails to provide
receive presence an AFN's website, co-branded responsive customer service within the time frames set
advertising placed by AFN, opportunities for collateral forth in Exhibit A of this agreement, AFN shall have the
marketing material prominently displayed in the point of right, but shall not be required to, step in and perform
purchase Utility Billing Counter, and up to one bill stuffier necessary service to meet the customer needs. In the
inserted into utility bills envelopes (non-sorted) per event AFN provides such service in response to ISP
calendar quarter. (Partner is responsible for the cost of default, AFN will bill ISP for the technical support at the
creation, printing, and folding of bill stuffers.) published rates as described on Exhibit B. ISP shall pay
113. A certified ISP that does not meet the such bill no later than 10 days from the date of such Bill.
requirements in 1A is considered a Reseller. The Reseller
ISP may also sell other product lines and services in the 3 CERTIFICATION REQUIREMENTS FOR ISP. ISP agrees
AFN service area that could represent competitive to comply with the fallowing requirements and procedures
services to AFN's offerings, in order to utilize the network as a certified internet service
Reseller is completely responsible for growing and provider.
maintaining its AFN customer base and providing 3.1. ISP SERVICE LEVEL. ISP shall provide internet
minimum customer service standards as defined on services to all Ashland residents or businesses who
attached Exhibit A. Reseller maintains good financial request service and who otherwise meet the hardware
status with AFN and the City of Ashland as reconciled on and credit or payment requirements of ISP. ISP will
the 201' of each month as represented by zero balance connect customers within ten business days from the date
due the customer requests service and otherwise meets the
At AFN's sole discretion, Reseller may be requirements of ISP for service, or when the necessary
included on AFN's POP (Point of Purchase) material
wiring of the customers residence or business for publication of rates. Rates may be changed by AFN upon
connection to the network is installed, whichever date is 45 days prior notice to ISP.
later. iSP will respond to all customer complaints within 5.1. RESIDENTIAL. ISP shall pay AFN an amount
one business day of the date the complaint is submitted per month at the published rate for each residential
and shall provide a reasonable solution to all valid internet account of ISP connected to the network. A
complaints in a timely fashion. residential internet account is an account limited to one
3.2. REQUIRED MODEMS. Retailer shall be dynamic IP address allocation
responsible for supplying the cable modem necessary to 5.2. COMMERCIAL. For each commercial internet
connect its customer to the network. Retailer shall use account of the ISP connected to the network, ISP shall
only those cable modems which meet AFN's cable pay AFN an amount per month, at the published rate, for
modem specifications for use on the network. Retailer a single IP address plus an amount for each additional
may supply the device through leasing, direct sale, address. A commercial internet account is an account with
lease/purchase, or through third-party vendors or a maximum of six fixed IP addresses.
contractors, at Retailer's discretion AFN reserves the right 5.3. PAYMENT REPORT, DEPOSIT. All sums shall
to remove and/or replace problematic and/or inferior be paid monthly by the 15th of the month for all of ISP's
performing modems at its sole discretion (as determined accounts connected to the network in the previous month
by AFN technical staff and with no prior consultation with and for all service charges. For those modems that were
the ISP) if such action is determined to be in the active less than a full month, the ISP will pay a prorated
customer's best interest and/or the most efficient means of amount based on the number of days the modem was
correcting the issue. active.
Beginning July 1, 2012, the minimum monthly rate
3.3. RATE PUBLICATION. iSP shall publish its rates for an ISP shall be the equivalent of the amount for 200
for internet service in a manner that allows accurate residential internet account multiplied by $25 ($5000
comparisons for like services from different internet minimum monthly payment) irrespective if the ISP's actual
service providers ISP shall notify AFN of its rates and customer account falls below 200 customers. If ISP fails
provide 30-day prior notice of any change in such rates. to pay amounts due by the 15"', ISP agrees to pay a 10%
3.4. CO-BRANDING. All publicity and advertising by late charge on the unpaid balance plus interest of 1'/2%
a partner ISP for service utilizing the AFN network shall per month on such balance.
indicate the integral relationship between ISP and AFN AFN may require ISP to pay a deposit in advance
and comply with the requirements of AFN's co-branding of the provision of any access. Any such deposit shall be
guidelines. held by AFN in a non-interest bearing account and used to
3.5 ACCEPTABLE USE POLICY. ISP shall comply satisfy (in whole or in part) any obligation of ISP under this
with AFN's acceptable use policies. These policies apply agreement.
to ISP and to any other person; organization or entity RECORDS AND AUDIT REQUIREMENTS. ISP shall
using ISP's services. The acceptable use policies are maintain a current customer list, including address, phone
subject to change at any time by AFN acting in its sole number, email address and MAC address for each
discretion, and all such changes shall be binding upon ISP subscriber. ISP shall also maintain fiscal records on a
upon written notice to ISP by AFN Copies of such policies current, monthly basis to support its reports to City as to
will be furnished by AFN upon request the number and types of customers. AFN or its authorized
4. Term. This agreement supersedes all previous representative shall have the authority to inspect. audit,
agreements and shall be effective upon the date identified and copy on reasonable notice and from time to time any
above, confirmed by both parties signature and dated records of ISP regarding its customer list, reports or
within 30 days by the AFN representative signature below. services directly pertinent to this agreement. All required
The agreement shall continue for one year, unless records must be maintained by iSP for three years. No
terminated as provided in this agreement. In the event more frequently than once per month, ISP Partner shall
written notice is not given by either party to terminate this provide AFN a current customer list within 15 days of
agreement at least 30 days prior to the anniversary date, AFN's written request for such AFN agrees to keep all
this agreement shall automatically renew for a successive ISP's records confidential to the extent permitted by law.
year under the same terms and conditions in force at that 7. TERMINATION. Either party may terminate this
time except for a) the connection rates specified in agreement for cause, provided written notice is given the
paragraph 5; b) amended rates, fees or terms agreed to in other party specifying the cause for termination and
the prior year; and/or c) other changes agreed to in the requesting correction within 10 days for failure to pay a
prior year. sum due, or within 30 days for any other cause, and such
Agreement will not renew automatically after four cause is not corrected within the applicable period. Cause
times. (i.e: The agreement expires on the 5t° anniversary is any material breach of the terms of this agreement,
(or sunset date) unless agreed to in writing by both including the failure to pay any amount when due, the
parties.) filing of a petition in bankruptcy by or against ISP or ISP's
5. PAYMENT. Amounts required to be paid under this inability to meet obligations when due; or failure of ISP to
paragraph shall be established by AFN by periodic cure any violation (other than failure to pay) of the
provisions of tnis agreement within 30 days notice by SERVICE OR MERCHANDISE PROVIDED THROUGH
AFN THE NETWORK, OR ANY TRANSACTIONS
7.1. AFN may deny ISP access to the network CONDUCTED ON THE NETWORK. ISP UNDERSTANDS
and cease to provide all or part of any services described AND AGREES FURTHER THAT THE INTERNET
in this agreement without notice if ISP (a) violates any CONTAINS VIRUSES. WORMS, TROJAN HORSES AND
provision of applicable acceptable use policies, (b) OTHER HARMFUL COMPONENTS. ISP AND ISP'S
engages in any conduct or activity that AFN, in its sole CUSTOMERS ACCESS SUCH COMPONENTS AND
discretion, reasonably believes causes a risk that AFN MATERIALS AT ISP'S OWN RISK. AFN HAS NO
may be subjected to civil or criminal litigation, charges, or CONTROL OVER AND ACCEPTS NO LIABILITY OR
damages, or (c) would cause AFN to be denied access or RESPONSIBILITY WHATSOEVER FOR SUCH
to lose services by AFN's bandwidth provider. COMPONENTS OR MATERIALS.
7.2. If AFN ceases to provide or denies ISP 11. UNCONTROLLABLE CONDITIONS. Neither party shall
access to the network pursuant to this paragraph, neither be deemed in violation of this agreement if it is prevented
ISP nor any of its customers shall have any right (a) to from performing any of the obligations under this
access the network through AFN (b) to access any agreement by reason of severe weather and storms,
materials, including voice or data messages, stored on the earthquakes or other natural occurrences, strikes or other
network, (c) to obtain any credits otherwise due to ISP, labor unrest, power failures, nuclear or other civil or
and such credits shall be forfeited, or (d) to access third military emergencies; acts of legislative, judicial, executive
party services, including but not limited to, security or administrative authorities; or any other circumstances
services, emergency services or any other service utilizing which are not within its reasonable control.
an automatic dialer. AFN shall have no responsibility to 12. INDEMNIFICATION. ISP shall hold harmless, defend
notify any third-party providers of services, merchandise and indemnify AFN, its elected or appointed officials,
or information of any discontinuance of any services officers, employees and agents, from all claims, damages,
pursuant to this paragraph, nor any responsibility for any losses, liability and expenses arising from the negligent or
consequences resulting from lack of such notification 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, to
or if ISP terminates this agreement without cause, ISP the extent of the Oregon Tort Claims limitations set forth in
shall pay AFN a termination fee equal to the lesser of (a) ORS 30.265. et seq. shall hold harmless, defend and
the remaining charges applicable through the end of the 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 proceeds performance of any of its terms, the defaulting party shall
received by AFN for the sale of the customer list, shall be pay, immediately upon demand, the other party's actual
considered liquidated damages for the costs AFN incurs in fees and expenses together with reasonable attorney
promoting and consummating the sale and transfer of the fees, even though no suit or action is filed.
customers to another provider fff /
8. ASSIGNMENT OR TRANSFER. This agreement is
unassignable and not transferable. ISP shall not sell. ISP By: Gj
assign, or in any other manner transfer its rights under this
agreement or any interest of ISP in this agreement unless Title: MA*1961^16 Date: t~ or until the recipient of the transfer has qualified and
entered into an equivalent agreement with the City of
Ashland. AFN By:
9. Limitation of Liability. AFN SHALL NOT BE , j
LIABLE TO ISP FOR ANY INCIDENTAL, INDIRECT, Title: 9 C)r",,cTA4- Date:
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,