HomeMy WebLinkAbout2005-206 AFN Agrmt - ACH
CITY OF
i\SHLANI)
~-,
VIDEO AND HIGH SPEED INTERNET BROADBAND SERVICES
BULK BILLING AGREEMENT
(Health Care Facility)
AGREEMENT dated this -2. \ S\ day of June , 2005, between the City of Ashland, by and through its
Department of Electric Utilities, Ashland Fiber Network Division ("AFN") and AsWand Community
Hospital, an Oregon nonprofit corporation, ("Owner")
RECITALS:
A. AFN operates a high speed Internet and cable television system (the "system") in Ashland, Oregon,
under a franchise agreement with the City of Ashland (the "franchise").
B. Owner operates the hospital and health care facilities known as The Ashland Community Hospital.
C. Owner desires to obtain AFN broadband communication services. AFN desires to provide cable
television, video and Internet (the "service") to the premises.
AFN and Owner agrt::e:
1. Term. This agreenaent is for an initial term of
D 5 years, unless sooner terminated as provided in section 8, or
~ 3 years, unless sooner terminated as provided in section 8.
2. Installation, Ownership and Maintenance of System.
2.1. Installation.
2.1.1. Cable Television. AFN will install in the premises all facilities and electronic equipment
necessary to provide expanded basic cable television service of 69 channels to 50 rooms designated by
owner on the premises, such installation to commence as soon as reasonably possible upon execution of
this agreement. Such installation will be performed in accordance with the franchise and AFN's
construction and service specifications. Owner is to provide without charge adequate space and electricity
for the equipment.
2.1.2. Dedicated Channel. AFN will install the equipment necessary to provide owner with one
dedicated channel for in-house programming. AFN will install necessary hardware for OWlli~r to run
either VHS Tapes or DVDs on this dedicated channel for the purpose of patient and/or staff training and
usage. AFN will provide written instructions on how to operate programming in connection with this
channel.
2.1.3 Intern(~t
2.1.3.1. Wholesale ISP. AFN will allow Owner to act as the wholesale ISP for business
cable modem service for ACH's satellite facilities. AFN will provide one fixed IP address.
2.1.3.2. VLAN. AFN will connect four of owner's satellite sites to AFN with a direct
fiber connection and help to set up a VLAN between the Hospital and these facilities. The four sites to be
1 - Cable Television, Video & Internet Services Agreement
G:\legal\Mike\Telecommunications\ACH Cable & Internet agreement 6-14-05.doc
connected are: 1970 Ashland Street, Suite 1; 727 N. Main Street; 251 Maple Street; and, 638 N. Main
Street.
2.1.3.3. Wi-Fi Option. At Owner's option, during the term of this agreement, AFN will
provide the hardware and bandwidth to make the Internet available via wireless Wi-Fi devices that will
allow patients, visitors, and staff to connect to the Internet with their Wi-Fi enabled devices. AFN staff
will test this equipment at the hospital for interference with other hospital equipment before Jlt is installed.
IfWi-Fi proves to be incompatible with other hospital equipment, this option shall not be available at
such locations of incompatibility.
2.2. Ownersbip. AFN shall retain ownership of all equipment and wiring installed by AFN
pursuant to the terms of this agreement.
2.3. Damage. Any property damage to the premises proximately caused by AFN as a result of its
installation, repair, maintenance or removal of the equipment will be timely and reasonably repaired by
AFN to the reasonable satisfaction of Owner and AFN. Owner will take reasonable precautions to notify
its contractors, agents and employees of the location of the equipment and will promptly notify AFN of
any underground construction in the vicinity of the premises. Owner will promptly repair or cause to be
repaired to the reasonable satisfaction of AFN and of Owner of any damage to the equipment caused by
Owner.
3. Service.
3.1. Service I)rovided. The service provided by AFN to Owner will initially be as indicated in
Section 4; provided, however, that the service is subject to change. All channels deleted frorIl the cable
television service provided to other subscribers in Ashland will be deleted from the service provided to
Owner and may be replaced by channels selected by AFN. AFN may from time to time rearrange, delete
from or otherwise offer different cable television or broadcast programming on the service. Owner
reserves the right to acquire additional services offered by AFN.
3.2. Advertising and Promotion. AFN will provide Owner with 100 free Television spots per
year on AFN's Cable TV system. This system currently reaches over 3200 Ashland households and will
be an effective way to communicate ACH's messages to Ashland citizens. Additional spots may be
purchased at discountled rates to be negotiated between Owner and AFN.
4. Rates and Other Costs.
4.1. Monthly charge. Owner will pay to AFN in accordance with the following schedule:
4.1.1. For services provided under paragraphs 2.1.1, 2.1.2 and 2.1.3.2:
4.1.1.1. Three year contract. If the term of this agreement is for a three year term, the
annual contract price will be $16,800, payable in monthly payments of $1 ,400
per month.
4.1.1.2. Five Year contract. If the term of this agreement is for a five year term, the
annual contract price will be $15,060, payable in monthly payments of$1,255
per month.
4.1.2. For services provided under paragraph 2.1.3.1, the annual contract price shaH be $915.84
payable in monthly payments of $76.32.
4.1.3. For the optional services provided under paragraph 2.1.3.3, the annual contract amount
shall be $1,140 payable in monthly payments of $95 per month.
Applicable taxes and fees will be added to such charge. The rates payable by Owner are payable
whether or not each room is occupied.
2 - Cable Television, Video & Internet Services Agreement
G:\legal\Mike\Telecommunications\ACH Cable & Internet agreement 6-14-05.doc
4.2. Billing. The stated monthly rate shown in section 4.1 is to be paid monthly withln 20 days
after the end of the month for which payment is due. Interest on all payments not timely paid pursuant to
this section will accrue at the rate of 1.5% per month. Upon any delinquency in payment, AFN has the
right to disconnect the service provided to the premises and terminate this agreement by 20 days prior
written notice to Owner, and Owner is responsible for paying all delinquent payments and other
applicable charges.
5. Grant of Access and Rights. Owner grants and conveys to AFN and its successors and assigns an
irrevocable, unrestricted easement in gross on, over, under, within and through the premises as is
necessary to install, mlaintain, repair, replace and remove the equipment and the system including the
internal wiring network that remains the property of Owner. Such easement runs with the land until the
end of the term of this agreement and thereafter during any period allowed for removal of the equipment.
Such grant includes a right of reasonable access within the premises to connect, disconnect, and change
service; to install and remove equipment; and, as necessary, to repair, maintain, relocate or replace
equipment. All such repair, maintenance, relocation or replacement is the responsibility of AFN. AFN
understands that Owner is a critical care hospital subj ect to a variety of rules, regulations and statutes
concerning patient safety and access. AFN agrees that the right of access created under this Agreement is
subj ect to reasonable prior notification to Owner to enable AFN and Owner to carefully review infection
control, patient requirements, environmental concerns, and other circumstances and restrictions prior to
the arrival of AFN at the hospital facility. Owner will designate a contact individual for granting access
to the hospital facility. AFN shall perform any work or assessment at the hospital facility without first
receiving permission. AFN shall be excused from its maintenance responsibilities under this agreement
to the extent it is denkd access under this paragraph.
6. Indemnification. AFN will hold harmless and indemnify Owner and its principals, partners, affiliates,
officers, directors, agents and employees from and against any and all damage or claims for damage
asserted by reason of AFN' s installation and maintenance of the system (except loss or damage arising
from any negligent or willful act or omission of Owner, its agents or employees) or the material breach of
any representation, warranty or covenant made by AFN in this agreement. Owner will hold harmless and
indemnify AFN and its principals, partners, affiliates, officers, directors, agents and employees from and
against any and all damage or claims for damage that may be asserted by reason of the ownership, use or
occupancy of the prernises by Owner, its agents or employees (except loss or damage arising from any
negligent or willful act or omission of AFN, agents or employees) or the material breach of any
representation, warranty or covenant made by Owner in this agreement. If either party is obligated to
incur costs in order to enforce any provisions of this agreement, the prevailing party is to be reimbursed
by the other party for all reasonable costs so incurred, including reasonable attorneys' fees and costs.
7. Covenants of Owner. As of the date of this agreement and during the term of this agreelnent:
7.1. Title. Owner warrants that it has legal occupancy rights to the property on which the
premises is located and is authorized to enter into this agreement, or if the execution of this agreement is
not by Owner, the signatory of this agreement is the authorized agent of Owner. This agreenlent
constitutes the legal, valid and binding obligations of Owner.
7 .2. Interfen~nce. As an inducement to AFN to make the capital expenditure required to install
the service in the prernises, Owner represents that it has not granted and will not grant any other
easements or rights which will interfere with the operation within the premises of AFN's service or
system.
3 - Cable Television, Video & Internet Services Agreement
G:\legal\Mike\Telecommunications\ACH Cable & Internet agreement 6-l4-05.doc
8. Termination.
8.1. By Noticle. Either party may terminate this agreement as of the end of the initial or any
renewal term by giving written notice to the other at least 90 days prior to the expiration date of the initial
term of this agreement, or any subsequent renewal term.
8.2. By Default. This agreement may be terminated by AFN if Owner fails to pay any sums due
under this agreement within 20 days of written notice by AFN. This agreement may be terminated by
either party if the othe:r party violates any material, non-monetary provision of this agreement, or is
unable or unwilling to fulfill its duties or other obligations hereunder; provided however, that the
defaulting party is to be given notice of the default, and is to have 30 days from receipt of such notice in
which to cure or comrnence to cure the default. If the defaulting party has not cured or cOlmnenced to
cure (and is proceeding diligently to cure) such default by the end of such 30-day period, this agreement
will terminate on the date stated in the notice. Upon termination, the non-defaulting party may pursue all
available remedies.
8.3. By AFN. AFN may terminate this agreement upon 60 days' written notice to Owner if AFN
is unable to continue the distribution of the service due to any govemmentallaw, rule, regulation,
judgment of any court, contract with a third party, force majeure or any other reason beyond the
reasonable control of AFN, or if the franchise is assigned, terminated, surrendered or revoked for any
reason.
9. Notice. Any notices pursuant to this agreement will be validly given or served if in writing and sent by
registered or certified mail, postage prepaid, to the following addresses:
If to AFN: If to Owner:
Ashland Fiber Network
90 North Mountain Avenue
Ashland, Oregon 97520
Ashland Community Hospital
P.O. Box 1090
Ashland, OR 97520
Or to such other addresses as either party may designate to the other in writing. Delivery of any notice is
deemed to be effective on the date set forth on the receipt of registered or certified mail.
10. Miscellaneous.
10.1. Service Interruption. In the event that, during the term of this agreement, service is
interrupted or discontinued because of some occurrence beyond the reasonable control of AFN, such
discontinuance or inte:rruption will not be considered a breach of this agreement. Service intt::rruption
exceeding 24 hours will be credited to Owner.
10.2. Franchise Obligations. The parties acknowledge that AFN is subject to the provision s of
the franchise and to the provisions of applicable federal and state laws and regulations. Any duty or
promise of AFN under this agreement, which conflicts with any provision of the franchise, or with
applicable federal or state laws or regulations, is to that extent void.
10.3. Waiver. The waiver by either party of a breach or violation of, or failure of either party
to enforce, any provision of this agreement does not operate and is not to be construed as a waiver of any
subsequent breach or violation or relinquishment of any rights.
10.4. Integration. This writing represents the entire agreement and understanding of the parties
with respect to the subject matter hereof and supersedes any and all previous agreements of whatever
nature between the parties with respect to the subj ect matter; it may not be altered or amended except by
an agreement in writing signed by both parties.
4 - Cable Television, Video & Internet Services Agreement
G:\legal\Mike\Telecommunications\ACH Cable & Internet agreement 6-l4-05.doc
10.5. Assignnlent & Binding Effect. This agreement may be assigned by either party without the
consent of the other party, and upon such assignment; this agreement is binding upon and inures to the
benefit of the parties and their respective heirs, successors, representative and assigns. Owner agrees to
give AFN no less than 30 days' prior written notice of any sale, assignment or transfer of Owner's interest
in the premises, including the name and address of the prospective purchaser, and agrees to provide a
copy of this agreement to any such prospective purchaser of the premises. AFN agrees to give Owner no
less than 30 days' prior written notice of any sale, assignment or transfer of AFN's interest or ownership.
10.6. Severability. If any part of any provision of this agreement is invalid or unenforceable
under applicable law, the provision is be ineffective only to the extent of such invalidity or
unenforceability without in any way affecting the remaining parts of the provision or this agreement.
Ashland Community Hospital:
AFN:
Jk~
By: ~ E.. ~~~.\~\\\
Title: C-_EoO ~
By:
Title:
State of Oregon
County of Jackson
This_ instrument was acknowledged before me on~.u" _ ')/ ~ , 2005, by~~f' -)cL,Je (-,-_
as ,\- \ Vy\ \ .~~ \ ~~: \1_(>, \-c\L. of Ashland C~_. _' .n...l....~_y ~~~p. ital.
~___~.. L\_~
---My Commissidn e
BY:RiS~:;"~ Tu..)(;_I?>~
Title: Directgr of Eleetrie lil1d TdccVlluIlunicaliuus-
F JIJ,q..rv~ D, a4~"'-
. ,F')\:',\- \ c '~"s \\- \
State of Oregon
County of Jackson
This instrument was acknowledged before me on ~.I..r'" \J. 10- '\ ,2005,
by L.ee '\'\ C\\e.\)e,r 0. as ~\.\\Cl'\\(>Q t)\ (J< ~A-(} \
Ashland's Department of Eleetric Utilities, Ashland Fiber Network.
".4~"--~) '-~\ .~/H_\-CL~V
Notary Public for Oregon
My Commission expires: \ \ C\ l G C\
of the City of
i II
~~Sl~
U)~~~~
..J :1 en
~>~~w
01-.....-0:
u:cno.~o::
u..Q2~~~
oX:<::E
O~oz
ouQ
z en
U)
i-I.
. OFFICIIAL SEAL
. : APRIL .~. LUCAS
NOTARY PUBLlC-oREGON
COMMISSION NO. 388338
MY COMMISSION EX"'RI:S JAN. ag, 2009
5 - Cable Television, Video & Internet Services Agreement
G:\legal\Mike\Telecommunications\ACH Cable & Internet agreement 6-l4-05.doc