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Home My WebLink About2004-198 ISP Agrmt - Home Netashland fiber network AFN Internet Certified Internet Service Provider Cooperative Agreement Cooperative Agreement between the City of Ashland, by and through its Department of Electdc Utilities, Ashland Fiber Network Division ("AFN"), and Internet Service Provider ("ISP") named below for the certification of ISP for afn internet services on AFN's telecommunications system tllrough its fiber optic network ("the network"). ISP Name: Ashland Home Net Telephone: 488-9207 Billing Address: 3005 Highway 66 Fax/Email: 488-1128 1. CERTIFICATION PROGRAM.' AFN will designate ISP as a ~ified internet ~wice provider on the ne~rk. A list of all ce~ified intemet ~wice providem ~11 ~ maintained by AFN and pr~id~ to the public u~n r~ue~. Only ~ifi~ i~emet ~wi~ pr~idem ~11 ~ list~. 2. GOLD SERVICE STANDARD. AFN may make ~aila~e a premium "Gold Standard" provider designation. Crite~a for r~iving the Gold Standard designation ~11 provided by AFN, and may, in AFN's ~le di~retion ~H~i~IN amendS. Providem desi~ng the Gold Standard design~ion mum pr~ide ~iden~ ~ida~o~ to AFN that they m~t the minimum cust~er criteria levels for r~eiving the designation. AFN, in its ~le di~retion shall dete~ine ~ether a provider ~ts the Gold Standard criteria. Providem may not a~e~i~ th~ they are a Gold Standard ~i~ pr~ider ~tho~ expr~ a~hod~tion ff~ AFN. ~N may ~er s~ial in~ntive and a~e~sing pr~mms to pr~idem quailing for and r~e~ing the Gold Standard provider d~ignation. AFN may, by ~iffen noti~ to ISP, revoke the Gold Standard designation from any ISP ~ich fails to maintain minimum ~wi~ I~el ~andards for the d~gnafion. 3. C~PE~TWE ADVERTISI~. AFN ~11 annually publish a C~mtive A~e~ising Pdiw. Pumuant to the te~s the C~rative A~e~ising Polio, AFN ~11 pay up to 75% of the ~st of all eligible a~e~ising of ISP, up to a m~imum of $3,000 ~r y~r, figured at the Io~ net r~ charg~ by the a~e~r to ISP. Eligible a~e~ng is ~e~ising that is d~ to prying ISP's intemet ~wi~, AFN and the n~; th~ is dir~ to Ashland residents and busines~s and that m~s AFN's C~rative A~e~ising P~iw. The lev~ of AFN's pa~icipafion in providers a~eAising cost ~11 dete~in~ by the pr~idefs ~do~an~ ~ fa~om fo~h in ~N's ~rative A~e~sing P~i~. 4. AFN SERVICE L~ELS. 4.1. BANDWIDTH. AFN ~11 str~e to mai~ain a ne~ ~ailabili~ ~ 100% ~ an average ban~dth of 1Mbps upstream and 3 to 5 Mbps do, stream. 4.2. I~TALLATION. AFN ~11 in~all ~ial ~ble · ~ the ne~ to the r~iden~ or busine~ of ISP's customer and in~all the intedor ~dng ~thin the ~den~ or business to the I~ion s~ifi~ by the cu~omer for the ~ble m~em ~nn~ion. 4.3. SERWCE CHARGES. Sewice ~lls by AFN r~u~t~ by ISP shall ~ bill~ to ISP at AFN's publish~ Telephone: Email: service rates if it is determined that the problem was not the fault or responsibility of AFN. 5. CERTIFICATION REQUIREMENTS FOR ISP. ISP agrees to comply with the following requirements and procedures in order to utilize the network as a certified intemet service provider. 5.1. REQUIRED MODEMS. ISP shall use only those cable modems which meet AFN's cable modem specifications for use on the network. ISP shall be responsible for supplying the cable modem necessary to connect its customer to the network. ISP may supply the device through leasing, direct .,~31e, lease/purchase, or through third-party vendors or contractors, at ISP's discretion. 5.2. ISP SERVICE LEVEL. ISP shall provide intemet services to all Ashland residents or businesses who request service and who otherwise meet the hardware and credit or payment requirements of ISP. ISP will connect customers within ten business days from the date the customer requests service and otherwise meets the requirements of ISP for service, or when the necessary widng of the customer's residence or business for connection to the network is installed, whichever date is later. 5.3. RATE PUBLICATION. ISP shall publish its rates for intemet connection in a manner that allows accurate comparisons for like services from different intemet service providers. ISP shall notify AFN of its rates and provide 30-day pdor notice of any change in such rates. 5.4. CO-BRAND,ND. All pul:~icity and advertising by ISP for intemet access utilizing the network shall indicate the integral relationship between ISP and AFN and comply with the requirements of AFN's co-branding guidelines. 5.5 ACCEPTABLE USE POUCY. ISP shall comply with AFN's acceptable use policies. These policies apply to ISP and to any other person, organization or entity using ISP's services. The accel)table use policies are subject to change at any time by AFN acting in its sole discretion, and all such changes shall be binding upon ISP upon written notice to ISP by AFN. Copies of such policies will be fumished by AFN upon requ~est. 5.6 . Direct Mailing. ISP shall direct mail its customers, either through flyers sent via the United States Postal Service, or through email, such advertisements as AFN provides. AFN agrees to provide no more than 12 advertisements for direct mailing per year. I - ISP Cooperative Agreement (G:~legal~AUL~telecommunications\Forms~FN ISP k 2004.doc)(5/02) 6. Term. This agreement supercedes all previous agreements and shall be effective upon the date executed by AFN and shall continue until July 1, 2005, unless sooner terminated as provided in this agreement. In the event written notice is not given by either party to terminate this agreement at least 30 days prior to the termination date, this agreement shall be extended for successive one year pedods on the same terms and conditions except for the connection rates specified in paragraph 7. 7. PAYMENT. Amounts required to be paid under this paragraph shall be established by AFN by periodic publication of rates. Rates may be changed by AFN upon 45 days pdor notice to ISP. 7.1. RESIDENTIAL. ISP shall pay AFN an amount per month at the published rate for each residential internet account of ISP connected to the network. A residential internet account is an account limited to one dynamic IP address. 7.2. COMMERCIAL For each commercial intemet account of ISP connected to the network, ISP shall pay AFN an amount per month, at the published rate, for a single IP address plus an amount for each additional address. A commercial internet account is an account with a maximum of eight fixed IP addresses. 7.3. PAYMENT REPORT, DEPOSIT. All sums shall be paid monthly by the 15th of the month for all of ISP's accounts connected to the network in the previous month and for all service charges. For those modems that were active less than a full month, the ISP will pay a prorated amount based on the number of days the modem was active. Beginning January 1, 2005, the minimum monthly rate for an ISP shall be the equivalent of the amount for a residential interact account times twenty. If ISP fails to pay amounts due by the 15th, ISP agrees to pay a 10% late charge on the unpaid balance plus interest of 1%% per month on such balance. AFN may require ISP to pay a deposit in advance of the provision of any accesS. Any such .deposit shall be held by AFN in a non-interest bearing account and used to satisfy (in whole or in part) any obligation of ISP under this agreement. 8. RECORDS AND AUOIT REC~UIREMENTS. ISP shall maintain a current customer list, including address, phone number and email address for each subscriber. ISP shall also maintain fiscal records on a current, monthly basis to support its reports to City as to the number and types of customers. AFN or its authorized representative shall have the authority to inspect, audit, and copy on reasonable notice and from time to time any records of ISP regarding its customer list, reports or services directly pertinent to this agreement. All required records must be maintained by ISP for three years. No more frequently than once per month, ISP shall provide AFN a current customer list within 15 days of AFN's written request for such. AFN agrees to keep all ISP's records confidential to the extent permitted by law. 9. TER~I~U~TION. Either party may terminate this agreement for cause, provided written notice is given the other party specifying the cause for termination and requesting correction within 10 days for failure to pay a sum due, or within 30 days for any other cause, and such cause is not corrected within the applicable pedod. Cause is any matedal breach of the terms of this agreement, including the failure to pay any amount when due, the filing of-a petition in bankruptcy by or against ISP or ISP's inability to meet obligations when due; or failure of ISP to cure any violation (other than failure to pay) of the provisions of this agreement within 30 days notice by AFN. 8.1. AFN may deny ISP access to the network and cease to provide all or part of any services described in this agreement without notice if ISP (a) violates any provision of applicable acceptable use policies; (b) engages in any conduct or activity that AFN, in its sole discretion, reasonably believes causes a risk that AFN may. be subjected to civil or cdminal litigation, charges, or damages; or (c) would cause AFN to be denied access or to lose services by AFN's intemet provider. 8.2. If AFN ceases to provide or denies ISP access to the network pursuant 1~.o this paragraph, neither ISP nor any of its customers shall have any dght (a) to access through AFN any materials stored on the intemet, (b) to obtain any credits otherwise due to ISP, and such credits shall be forfeited, or (c) to access third party services, merchandise or info[mation on the intemet through AFN. AFN shall have ~o responsibility to notify any third-party providers of services, merchandise or information of any discontinuance of any services pursuant to this paragraph, nor any responsibility for any consequences resulting from lack of such notification 8.3. If AFN terminates this agreement for cause, or if ISP terminates this agreement without cause, ISP shall pay AFN a termination fee equal to the lesser of (a) the remaining charges applicablE: through the end of the scheduled term, or (b) six months of charges. 8.4. If AFN terminates this agreement for cause, or if ISP terminates this agreement without cause, without further notice to ISP, AFN may', in its sole discretion, absorb ISP's customers into AFN's system or may sell ISP's customer list to another ISP. Any proceeds received by AFN for the sale of the customer list, shall be considered liquidated damages for the costs AFN incurs in promoting and consummating the sale and transfer of the customers to another provider. 9. ASSIGNMENT OR TRANSFER. ISP shall not sell, assign, or in any other manner transfer its rights under this agreement or any interest of ISP in this agreement without the prior consent of AFN, which consent shall not be unreasonably withheld or delayed. 10. LIMITATION OF LIABILITY. AFN SHALL NOT BE LIABLE TO ISP FOR ANY INCIDENTAL, INDIRECT, 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. 11. NO WARRANTIES. THERE A/RE NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY AND 2 - ISP Cooperative Agreement (G:~legal~AUL~telecommunications~Forms~AFN ISP k 2(X)4.doc)(5/02) FITNESS FOR A PARTICULAR PURPOSE OR FOR ANY INFORMATION, SERVICE OR MERCHANDISE PROVIDED THROUGH THE INTERNET, OR ANY TRANSACTIONS CONDUCTED ON THE INTERNET. ISP UNDERSTANDS AND AGREES FURTHER THAT THE INTERNET CONTAINS VIRUSES, WORMS, TROJAN HORSES AND OTHER HARMFUL COMPONENTS, UNEDITED MATERIALS SOME OF WHICH ARE SEXUALLY EXPLICIT OR MAY BE OFFENSIVE TO SOME PEOPLE. ISP AND ISP'S CUSTOMERS ACCESS SUCH COMPONENTS AND MATERIALS AT ISP'S OWN RISK. AFN HAS NO CONTROL OVER AND ACCEPTS NO LIABILITY OR RESPONSIBILITY WHATSOEVER FOR. SUCH COMPONENTS OR MATERIALS. 12. UNCONTROLLABLE CONDITIONS. Neither party shall be deemed in violation of this agreement if it is prevented from performing any of the obligations under this agreement by reason of severe weather and storms; earthquakes or other natural occurrences; strikes or other labor unrest; power failures; nuclear or other civil or military emergencies; acts of legislative, judicial, executive or administrative authorities; or any other circumstances which are not within its reasonable control. 13. INDEMNIFICATION. ISP shall hold harmless, defend and indemnify AFN, its elected or appointed officials, officers, employees and agents, from all claims, damages, losses, liability and expenses arising from the negligent or other tortious acts or omissions of ISP and its officers, agents, employees and independent contractors. 14. ATTORNEY FEES. If this agreement is placed in the hands of an attorney due to a default in the payment or performance of any of its terms, the defaulting party shall pay, immediately upon demand, the other party's actual fees and expenses together with reasonable attorney fees, even though no suit or action is filed. 15. SPF~IAL P,~?~ISIONS. G,.a/t[ach~e~l 2 not attached Title: -~'/~~~ Date: AFN: ~Y~ '~~'~Date:Title: Legal R~lew: Date: 3 - ISP Cooperative Agreement (G:~legal~PAUL~telecornmunications~FormsVU=N ISP k 2004.doc)(5/02)