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HomeMy WebLinkAbout2019-329 Agrmt- AFN & ISP afro) Internet Service Provider Cooperative Agreement How Ashland Connects Cooperative Agreement (hereafter "Agreement') between the City of Ashland, by and through its Ashland Fiber Network Department(hereinafter "AFN"), and the Internet Service Provider (hereinafter "ISP") named below for the-use of Internet Services on AFN's telecommunications system through its hybrid fiber optic and coax Network (hereinafter "the Network"). ISP Name: Telephone: 541-773-5000 Infostructure Billing Address: _ Email: nrichey@infostructure.biz 288 S. Pacific Hwy Talent, OR 97540 ISP's Business Relationship with AFN. 0 PartnerReseller ISP Office Contact name: Nichole Richey Effective Date of Agreement: July 1, 2019 1. Partner/Reseller Program. AFN will designate ISP as a A Reseller is completely responsible for growing certified internet service provider on the Network and the and maintaining its AFN customer base and providing ISP's business relationship with AFN in one of the following minimum customer service standards as defined in Exhibit categories: 1) Partner or 2) Reseller. Under either category, A, AFN Minimum Customer Service Guidelines. ISP's relationship with AFN is one of an independent 1C. At AFN's sole discretion, the ISP may be contractor and not as an employee of the City of Ashland or included on AFN's Point of Purchase (POP) material and/or AFN. ISP will have complete responsibility for performing on AFN's website. ISP may purchase a presence on,AFN's its obligations under this Agreement. website, co-branded advertising, or other marketing efforts 1A. Partner. To qualify as a Partner, the ISP must undertaken and underwritten by AFN at a negotiated cost. meet the following minimum criteria: a) Promote, sell and AFN will maintain a list of its ISP's and may provide this list service AFN Internet products as its primary business to the public upon written request. Only certified ISPs in activity. Primary is defined as representing 95% of the ISP's good financial status with AFN will be listed. gross business income from the geographical area where ( 1D. Nothing in this Agreement prohibits AFN from AFN provides wireless services; b) ISP, does not offer having a wholesale business relationship with other vendors competitive Internet services provided by another wired or through th'e AFN Network. wireless system or network. c) Share with AFN customer 2.AFN Service Levels. database information on a confidential basis including, but 2.1. Installation.AFN will install coaxial cable from not limited to, customer name, address, email address, the AFN plant to the demarcation box on the exterior of the phone number, level of service and MAC address; d) residence or business of ISP's customer. Installation Provide a minimum advertising expenditure of $1000 per services which mayor may not include a "truck roll" will be calendar year identifying the ISP's partnership with AFN and billed to the ISP in accordance with the published rate exclusively promoting AFN-based products; e) Maintain schedules set forth in Exhibit B, Rate Schedule for Services, minimum customer service standardsasdefined in Exhibit which is attached hereto and incorporated herein by this A, AFN Minimum Customer Service Guidelines, which is reference. attached hereto and incorporated herein by this reference; 2.2. Hot Connects and Service Changes. AFN and f) Maintain a zero-balance due to AFN as reconciled on will install coaxial cable from the Network to the residence the 20th of each month. or business of ISP's customer's,,demarcation box on the At AFN's sole discretion, AFN Partners will receive exterior of the building and ensure proper signal upon presence 9n AFN's website and/or co-branded advertising request. Standard Hot Connects and Service Changes will placed by AFN, opportunities for collateral marketing be provided at no cost to the ISP. material prominently displayed at the City of Ashland's utility 2.3. Troubleshooting and Repairs. ISP is billing counter, and up to one bill stuffer inserted into utility responsible for troubleshooting issues beyond the bills envelopes (non-sorted) per calendar quarter. (Partner customer's exterior demarcation box including interior and is responsible for the cost of creation, printing, and folding exterior wiring for residential or commercial buildings as set of bill stuffers.) forth in Exhibit C, Troubleshooting Checklist, which is 1B.Reseller. A certified ISP that does not meet the attached hereto and incorporated herein by this reference. requirements in Subsection 1A. to achieve Partner status is AFN will troubleshoot and repair all mainline and plant considered a Reseller. A Reseller may sell other product - coaxial cable issues at no cost to ISP.AFN will troubleshoot lines and services in the AFN service area that may compete and repair non-AFN Plant related (on the line side,of the with AFN's service offerings. customer's demarcation box) issues upon request from the ISP in accordance with the published rate schedules set 3.6 Vendor Score Cards. To facilitate continuous forth in Exhibit B. improvement of the service delivery model and customer 2.4. Service Charges. If it is determined by AFN service, AFN has implemented a vendor score card that the customer's problem was not the fault or program. Partner and Reseller ISP performance will be responsibility of AFN (a Non-AFN Network related issue), evaluated by AFN on a quarterly basis according to the 'service calls requested by ISP shall be billed at AFN's criteria set forth in Exhibit D, Partner or Reseller Scorecard, published service rates. which is attached hereto and incorporated herein by this 2.5 Ownership of Equipment. All equipment, reference. If ISP falls below the standards established by materials or facilities supplied by AFN shall remain the AFN, ISP will be placed on probation and will run the risk of property of AFN and such ownership shall survive the being removed from the City's preferred provider list after 90 termination or expiration of this Agreement. days of unsatisfactory performance. 3. Certification Requirements for ISP. ISP agrees to 4.Term. This Agreement supersedes all previous comply with the following requirements and procedures in agreements between AFN and ISP and shall be effective order to utilize the Network under this Agreement. July 1,2019 (the "Effective Date"). This Agreement shall 3.1. Required.Modems. ISP shall use only certified continue in full force and effect for two (2) years from the DOCSIS 3.0 or higher cable modems which meet AFN's Effective Date unless sooner terminated as provided in this cable modem specifications for use on the AFN Network. Agreement. This Agreement shall automatically renew for Retailer shall be responsible for supplying the cable modem one additional one-year term unless either party gives necessary to connect its customer to the Network. ISP may written notice to the other of its intent not to renew this supply thedevice through leasing, direct sale, Agreement at least sixty (60) days prior to the anniversary lease/purchase, or through third-party vendors or date, contractors, at ISP's discretion. AFN reserves the right to 5. Payment. Amounts required to be paid under this remove and/or replace problematic and/or inferior Agreement shall be established, by AFN by periodic performing modems at its sole discretion (as determined by publication of rates. Rates may be changed by AFN upon AFN technical staff and with no prior consultation with the not less than forty-five (45) days' prior written notice to ISP. ISP)if such action is determined to be in the customer's best 5.1.Residential. ISP shall pay AFN an amount per interest and/or the most efficient means of correcting the month at the- published rate for each residential internet issue. account of ISP connected to the Network. A residential 3.2. ISP Service Level. ISP shall provide internet internet account is'an account limited to one dynamic IP services to all Ashland residents or businesses who request -address allocation. service and who otherwise meet the hardware and credit or 5.2. Commercial. For each commercial internet payment requirements of ISP. ISP will connect customers account of the ISP connected to the Network, ISP shall pay within ten business days from the date the customer AFN an amount per month, at the published rate,for a single requests service and otherwise meets the requirements of IP address. Commercial accounts are eligible for additional ISP for service, or when the necessary wiring of the accounts for a negotiated-usage fee. customer's residence or business for connection to the 5.3. Payment Report, Deposit. All sums shall be Network is installed, whichever date is later. ISP will • paid monthly by the 15th of the month for all of ISP's respond to all customer complaints within one business day accounts connected to the Network in the previous month of the date the complaint is submitted and shall provide a and for all service charges. For those modems that were reasonable solution to all valid complaints in a timely active less than a full month, the ISP will pay a prorated fashion. amount based on the number of days the modem was 3.3. Rate Publication. ISP shall publish its rates for active. internet service in a manner that allows accurate 5.4. If ISP fails to pay any amounts due and payable comparisons for like services from different internet service by the 15th of any month, ISP agrees to pay a ten percent • providers. ISP shall notify AFN of its rates and provide 30- (10%) late charge on the unpaid balance plus interest of one day prior written notice of any change in such rates. and one-half percent(1'/2%) per month on such balance. 3.4. Co-branding.All publicity and advertising by a 5.5. AFN may require ISP to pay a deposit in Partner ISP for service utilizing the AFN Network shall advance of the provision of access to the Network.Any such indicate the integral relationship between ISP and AFN and deposit shall be held by AFN in a non-interest bearing comply with AFN's co-branding guidelines. account and shall be used to satisfy(in whole or in part)any 3.5 Acceptable Use Policy. ISP shall comply with obligation of ISP under this Agreement. AFN's Acceptable Use Policy(hereinafter"AUP"). This AUP 6. Records and Audit Requirements. All ISP and AFN applies to ISP and to any other person, organization, or customer records are considered confidential. ISP shall entity using ISP's services. AFN's AUP is subject to change maintain a current customer list, including address, phone at any time by AFN acting in its sole discretion, and all such number, email address and MAC address for each changes shall be binding upon ISP upon written notice to subscriber. ISP shall also maintain fiscal records on a ISP by AFN. AFN's AUP can be found on AFN's website at current, monthly basis to support its reports to City as to the www.ashlandfiber.net. AFN reserves the right to number and types of customers. AFN or its authorized terminate service to any person, entity,or customer if it representative shall have the authority to inspect, audit, and finds that doing so is in the public interest. ISP's copy on reasonable notice and from time to time any records customers shall not resale delivered services without the of ISP regarding its customer list, reports or services directly express written permission of AFN. pertinent to this Agreement. All required records must be Page 2 of 4: INTERNET SERVICE PROVIDER COOPERATIVE AGREEMENT maintained by ISP for not less than three(3)years. ISP shall remaining charges applicable through the end of the provide AFN a current customer list within fifteen (15) days scheduled term; or(b) six months of charges. of AFN's written request for such. AFN agrees to keep all 8.4. If AFN terminates this Agreement for cause, or customer records confidential to the extent permitted by law. if ISP terminates this Agreement without cause, ISP will ISP hereby acknowledges that AFN is a public entity and is make all reasonable efforts to continue to provide service to subject to the Oregon Public Records Laws, ORS 192.311 ISP customers until a reasonably suitable alternate provider to 192.478. can deliver comparable ISP services. AFN may, in its sole 6.1. AFN's right to any and all records applicable to discretion, absorb ISP's customers into AFN's system or this Section 6 shall survive any expiration or termination of may sell ISP's customer list to another provider. this Agreement. 8.5. Any Agreement an ISP has with any customer 7. Right to Perform. If ISP fails to provide responsive shall include disclosure of this Termination provision, customer service within the time frames set forth in AFN's Section and a clause acceptable to AFN that requires the Exhibit A,AFN Minimum Customer Service Guidelines,AFN customer to acknowledge and agree to the terms shall have the right, but shall not be required, to perform specifically set forth in this Section 8. necessary service to meet customer needs. In the event 9. Assignment or Transfer Prohibited: ISP shall not AFN provides such service in response to ISP default, AFN sell, assign, or in any other manner transfer its rights under will bill ISP for the technical support at the published rates this Agreement. as set forth in Exhibit B, AFN Rate Schedule for Services. 10. Limitation of Liability. AFN shall not be liable to ISP ISP shall pay AFN such invoice no later than ten (10) for any indirect, special or consequential damages of any calendar days from the date of the invoice. kind including but not limited to any loss of use, loss of 8. Termination. Either party may terminate this Agreement business, or loss of profits. Remedies under this Agreement for cause, provided written notice is given to the other party are exclusive and limited to those expressly described-in this specifying the cause for termination and requesting Agreement. correction within ten(10)calendar days for failure to pay any • 11. No Warranties. There are no warranties, express or sum due, or within thirty (30) calendar days for any other implied, including but not limited to warranties of cause, and such cause is not corrected within the applicable merchantability and fitness for a particular purpose or for time period. Cause is defined in this Agreement as any any information, service or merchandise provided through material breach of any term or condition of this Agreement the Network or for any transactions conducted on the including, but not limited to, the failure to pay any amount Network. The ISP understands and agrees further that the when due, the filing of a petition in bankruptcy by or against Internet may contain viruses, worms, trojan horses, and ISP, or ISP's inability to meet the customer service 'other harmful components. ISP AND ISP'S customers standards set forth in Exhibit A, AFN Minimum Customer access such components and materials at their own risk. Service Guidelines. AFN has no control over and accepts no liability or 8.1.AFN may deny ISP access to the Network and responsibility whatsoever for such components or materials. cease to provide all or part of any services described in this 12. Governing Law. This Agreement shall be governed Agreement without notice if ISP: (a) violates any provision and construed in accordance with the laws of the State of of applicable acceptable use policies; or(b) engages in any Oregon without regard to conflict of laws principles. conduct or activity that AFN, in its sole discretion, Exclusive venue for litigation of any action arising under this reasonably believes causes a risk that AFN may be Agreement shall be in the Circuit Court of the State of subjected to civil or criminal litigation, charges, or damages; Oregon for Jackson County unless exclusive jurisdiction is or(c)engages in any conduct or activity that AFN, in its sole in federal court, in which case exclusive venue shall be in discretion, reasonably believes would cause AFN to be the federal district court for the District of Oregon. Each denied access to or lose services by AFN's bandwidth party expressly waives any and all rights to maintain an provider. action under this Agreement in any other venue. 8.2. If AFN ceases to provide or denies ISP access 13. Insurance. ISP shall obtain and maintain during the to the Network pursuant to Subsection 8.1, neither ISP nor term of this Agreement, a policy or policies of liability any of its customers shall have any right: (a) to access the insurance including commercial general liability insurance Network through AFN; (b)to access any materials, including with a combined single limit, or the equivalent, of not less voice or data messages, stored on the Network; (c) to than $2,000,000 (two million dollars) per occurrence for obtain any credits otherwise due to ISP, and such credits Bodily Injury and Property Damage. The insurance required shall be forfeited; or (d) to access third party services in this section shall include the following coverages: including, but not limited to, security services, emergency Comprehensive General or Commercial General Liability, services or any other service utilizing an automatic dialer. including personal injury, contractual liability, and AFN shall have no responsibility to notify any third-party products/completed operations coverage; and Automobile providers of services, merchandise or information of any Liability. discontinuance of any services pursuant to this paragraph, 14. Force Majeure. Neither party to the Agreement shall nor any responsibility for any consequences resulting from hold the other party responsible for damages or delay in lack of such notification performance of any obligation caused by acts of God, 8.3. If AFN terminates this Agreement for cause, or strikes, lockouts, accidents, or other events beyond the if ISP terminates this Agreement without cause, ISP shall control of the other or the other's officers, employees, or pay AFN a termination fee equal to the lesser of: (a) the agents. Page 3 of 4: INTERNET SERVICE PROVIDER COOPERATIVE AGREEMENT 15.Indemnification.ISP shall defend, save, hold harmless, and indemnify AFN, its elected or appointed officials, officers, employees, and agents, from and against all claims, suits, actions, damages, losses, liabilities, and expenses of any nature resulting from or arising out of the negligent or intentional acts or omissions of ISP and its officers, agents, employees, and independent contractors. AFN, to the extent permitted under the Oregon Tort Claims Act, ORS 30.260 to 30.300, shall defend, -save, hold harmless, and indemnify ISP, its officers, employees)and agents from all claims, damages, losses, liabilities, and expenses arising from the negligent or intentional acts or omissions of AFN and its officers, agents, employees and • independent contractors. IN WITNESS WHEREOF the'parties have caused this Agreement to'be signed in their respective names by their duly authorized representatives as of the dates set forth below. ISP: • By: , ,lir-0 Printed Name: // /e/GC/ Title: 5-Z) L ' Date: • AFN: i�--- By: Printed Name: :7-410froi 1124n ix Title: City AdminItrator Date: 6/2(/ 9 • Page 4 of 4: INTERNET SERVICE PROVIDER COOPERATIVE AGREEMENT ' Exhibit A How - Ashland 0 Connects AFN Minimum Customer Service,Guidelines The guidelines listed below provide minimum levels of customer service which should be provided by a certified AFN Internet Service Provider. These guidelines address issues such as the Internet Service Provider's communications with customers over the telephone, installations, service-problems, changes in rates or service,billing practices and information that-must be provided to all customers. Customer Calls to an AFN Internet Service Provider During normal business hours, hereby defined at a,minimum of 9am-5pm Monday through Friday, company sales and technical representatives must be available to respond to customer issues and inquiries.After normal business hours, Internet Service Provider's may use an answering service or machine so long as messages are answered the next business day. In addition,the Internet Service Provider's customer service and bill payment office must be conveniently located and must be open at least during normal business hours. A call to an Internet Service Provider must be answered--including time the caller is put on-hold within thirty seconds after the connection is made. If the call is transferred, the transfer time may not exceed thirty seconds. Internet Service Provider Customers may receive a busy signal no more than three percent of the time.Although AFN is not presently specifying special , equipment,the ISP is required to measure telephone answering and hold time, Internet Service Providers will use their best efforts in documenting and certifying compliance. These requirements must be met ninety percent of the time, measured and reported to AFN on a quarterly basis. Installations, Service Interruptions and Service Calls Standard installations must be completed within seven days after an order has been placed. Except in situations beyond its control;the'Internet Service Provider must begin working on a service interruption no later than Twenty-four hours after being notified of the problem. The Internet Service Providermust begin to correct other service problems the next business day after learning of them. Internet Service Provider will escalate a trouble call to AFN after performing all the steps indicated on the Troubleshooting Checklist (Exhibit C)to confirm the customer's issue is beyond the customer's exterior demarcation point, CPE devices or wiring at the premises. Internet Service Provider may schedule appointments for installations and other service calls either at a specific time or, at a maximum, during a four-hour time block during normal business hours. ISP cannot cancel appointments after close of business on the business 1 Exhibit A day prior to the scheduled appointment. If the Internet Service Providers technician is running late and will not meet the specified appointment time, lie or she must contact the customer and reschedule the appointment at the convenience of the subscriber. These requirements concerning installations, outages and service calls must be met at least ninety-five percent of the time, measured quarterly and reported to AFN. Changes in Rates and Billing Practices Thirty days advance written notice (using any reasonable written means including email)must be given to subscribers of my changes in rates and/or services. Internet service bills must be clear, concise and understandable,with full itemization. Internet Service Providers should resolve written complaints about billing matters within thirty days. Refunds must be issued no later than either the customer's next billing cycle or thirty days following resolution of the request, whichever is earlier, or upon the return of equipment when service is terminated. Credits must be issued no later than the billing cycle following the determination that a credit is warranted. Information to Customers The following information must be provided to customers at the time of installation and at least annually to all subscribers and at any time upon request:products and services offered; purchasing, leasing, and replacement prices for equipment(modem),prices and additional optional services; installation and service maintenance policies; instructions on how to use the service; and billing and complaint procedures. 2 Exhibit B OkiHow Ashland Connects Ashland Fiber Network Rate Schedule for Services Description of Services Rate Installation Fee, In Home (Additional charges for parts and supplies apply) $30.00 Disconnect Fee $50.00 Add/Remove Trap Fee $10.00 Field Technician Hourly Rate (non-standard work such as advanced $55.00 troubleshooting, non-standard outlets, wall fishing, etc.) Consulting and Technical Support—Hourly Rate (Charge applies to support - $85.00 issues not related to AFN infrastructure performance and reliability) Staff Screening Fee (Charge for each employee submitted for authorization to $150.00 access AFN and City of Ashland Service Center Facilities) J Exhibit C eh How . Ashland Connects Ashland Fiber Network Troubleshooting Checklist • ISP Remote troubleshooting: ❑ Unplug the power on the cable modem for five minutes. ❑ Connect the computer directly to the cable modem. ❑ Run speed tests off http://fast.com and http://beta.speedtest.net. ❑ Reboot the cable modem via http://tools.ashlandfiber.net. ❑ Check cable modem for latest version of firmware and upload new version if necessary. ISP On-site troubleshooting: ❑ Check router for latest version of firmware and upload new version if necessary, directly connect to router and disable wireless. ❑ Check router capabilities (dual band, etc.). ❑ Disconnect the AFN mainline from the customer at the demarcation point. ❑ Check the signal level on channels 6 and 134. Make a note of both signal levels. Channel 6 needs to be above 0 and channel 134 needs to be above-5. ❑ Reconnect the mainline to the house and check the signal at the cable modem. Make a note of the signal levels at channels 6 and 134. ❑ Replace the following in the customer house: o All splitters. o The coax jumper from the wall to the cable modem. o The barrel splice on the wall outlet that the cable modem is connected to. o The barrel splice at the demarcation point (the house side,not the AFN side). ❑ Leave a test modem on-site if the modem is suspect. If the customer is still having issues, submit a trouble ticket to AFN with the • following information: ❑ Customer name and address ❑ Contact phone number(cell or land line) ❑ Cable modem MAC address ❑ Signal levels on the customer's side the demarcation box ❑ Signal levels at the cable modem ❑ Complete list of all physical layer equipment that was replaced (splitters, barrels,jumpers,test modem, etc.) Exhibit D HOW. : t .Ashland connects Ashland Fiber Network Reseller ISP Score Card Key Performance Indicator Pass Fail Date • ISP is working to grow its AFN customer base by promoting and marketing AFN Internet products as indicated in the Internet Service Provider Agreement, Paragraph 1B. ISP shares all customer database information (customer name, phone number,email address, physical address, MAC address, level of service)with AFN as indicated in the Internet Service Provider Agreement, Paragraph 1C. Maintains Minimum customer service standards as indicated in the Internet Service Provider Agreement and outlined in Exhibit A. ISP follows the records and audit requirements as outlined in the Internet Service Provider Agreement, Paragraph 6. ISP Performs troubleshooting on the customer side of the demarcation point as outlined in Exhibit C of Internet Service Provider Agreement. ISP uses DOCSIS 3.0 or newer cable modems,fittings and other equipment as specified by AFN.