HomeMy WebLinkAbout2010-142 Agrmt - Hunter Communications
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Internet / Intranet Service Agreement
Vo1.9.3.4 - QUO-02256-05XXG - V.O - 8/3/10
1. SERVICES.........................~.................................................................................................................................;.....3
1.1. DATA SERVICES 3
1.2. INSTALLATION SERVICES 3
2. TERMS......................................................................................................................................................................3
3. CHARGES .................................................................................................................................................................3
3.1. DATA SERVICES RATE 3
3.2. INSTALLATION SERVIC~S CHARGE 3
3.2.1. UNINTERRUPTIBLE POWER SUPPLY 3
3.3. LATE PAYMENT, DEPosn, ELECTRONIC BILUNG 3
3.4. TAXES, FEES, GOVERNMENT CHARGES 3
3.5. COST SAVINGS 3
4. SERVICE REQUIREMENTS AND PERFORMANCE STANDARDS................................................................................3
4.1. MINIMUM REQUIREMENTS 3
4.2. PERFORMANCE STANDARDS 3
5. HUNTER FACIlmES AND EQUIPMENT ..................................................................................................................3
5.1. REMOVAL 4
5.2. PROPER ENVIRONMENT 4
5.3. DAMAGE 4
6. OUTAGE NOTIFICATION AND RESOLUTION PROTOCOL........................................................................................4
6.1. DEGRADA~ON OF SERVICE REQUIREMENTS AND PERFORMANCE STADARDS
6.2. OUTAGE
6.3. EMERGENCY
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7. RIGHTS AND OBLICATION5 OF CUSTOMER ...........................................................................................................5
7.1. INSTALLATION 6
7.2. PREMISES ACCESS 6
7.3. CUSTOMER'S CONNEcnON TO DATA SERVICES 6
7.4. SYSTEM INTEGRITY 6
7.5. HUNTER EQUIPMENT MOVEMENT 6
8. ACCEPTABLE USE POLICIES (AUP) ........................................................................................................................6
9. TERMINATION ......................;.................................................................................................................................6
9.1. WITHOUT CAUSE . 6
9.2. OPERATION STANDARDS OF PERFORMANCE/LIQUIDATED DAMAGES 6
9.3. CESSATION OF SERVICE 6
9.4. CESSATION OF AcCESS 6
9.5. TERMINATION FEE 6
10. MISCELLANEOUS PROVISIONS .........................................:...................................................................................6
10.1. INDEMNIFICATION 6
10.2. NON-WAIVER 6
10.3. LmGATION AND ATTORNEYS' FEES 6
10.4. CoNTRACT ADMINISTRATION 6
10.5. NOTICES 6
10.6. '\ AMENDMENTS AND ASSIGNMENT 6
10.7. I No WARRANTIES 6
10.B. FORCE MAJEURE 7
10.9. LIMITATION OF LIABIlITY 7
10.10. GOVERNING LAw 7
10.11. SEVERABIlITY 7
10.12. ENTIRE AGREEMENT 7
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. Internet/Intranet Service Agreement ("Agreement") between Hunter Communications
("Hunter", "Contractor" or "Provider") and the City of Ashland ("Customer" or "City'') dated.
August 16, 2010.
Customer Name: Customer Name: City of Ashland (Ashland Fiber Network)
Key Billing Contact: Rob Lloyd
Billing Address: City of Ashland, 20 E. Main St., Ashland, OR, 97520
Phone: 541.552.2314
Email Address: lIoydr@ashland.or.us
Premises Address (if different):
90 N. Mountain Avenue, Ashland, OR, 97520
Service Address (if different):
Branch Address (if different):
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Hunter Initials
Customer Initials
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1. Services. The City of Ashland ("Otyj shall purchase and Hunter
Communications rHunter") shall provide:
1.1. Data Services. Data Setvlces permit access by Oty to
Hunter's telecommunications system to receive Internet bandwIdth at the
point of delivery located at 90 N. Mountain Avenue, .Ashland, Oregon. The
poInt of delivery Is the location where the network and Oty's system are
Interconnected. The data services provIded shalf meet all the service
standards of SectIon 4.
1.2. Installation Services. Installation services consist of
coordinating wIth the Oty the necessary engineering, site survey, system
configuration and other services necessary to provide City with Data
services. These services shall be provided up to the date that the service
testlng Is completed based on Hunter's customary testing procedures and
the service Is available to the Oty rthe servIce acceptance date"}. In
addition, Hunter will provide the equipment (collectively referred to as
"ProvIder facilities") necessary to connect City's facilities to the network.
2. Tenns. ThIs Agreement will be effective upon the date executed by
Hunter and shall continue for 24 months from the service start-up date,
unless sooner terminated or extended as provided In this Agreement. This
Agreement shall be subject to quarterly financial reviews, the first of which
shall occur three (3) months from the service start-up date. Financial review
wlll be completed prior to extensIon of this Agreement. As part of the
quarterfy flnandal review, Hunter wIU provIde to City all applicable
Information necessary, IncludIng but not limited to:
. Oty's Bandwidth Consumption,
Service rates,
. Provider bandwidth costs, and
Provider support costs.
City has the option at the time of the final financial review to renegotiate the
Agreement pricing and renew for an additional twelve (12) month term. To
renew the Agreement for an additional twelve (12) month term, both parties
must agree to the extension In wrIting. This Agreement may be renewed for
a maxImum of three (3) additIonal twelve (12) month terms. In the event
written notice Is not given by either party to renew and/or terminate this
Agreement according to the spedficatlons set forth herein, this Agreement
shall automatically revert to a month-to-month service agreement basis on
the same terms and conditions except for the rate Specified In Section 3 for
a maxllT!um of six (6) months. The rate for each extension period shall be
the rate In effect, as published by Hunter, at least 45 days prior to
termination date.
3. Charges. Hunter agrees to provide an Internet connection service for
which City agrees to provide consideration as outlined below and In
accordance with the Fee Schedule attached as Exhibit A. and Incorporated
herein by this reference. ExhIbit A applies except In contradiction to terms
stated In the sections of this Agreement. (Please initial and date
selected option.)
Option A - 500Mb Initial (2.V- Date ~ll?j,C
. $11,000.00 billed monthly. ,
. Hunter wf1l notify the City when bandwidth utHlzatlon reaches
500Mb per month (servIce wfJI not be capped) to coordinate an
addendum to upgrade the City to Option B.
Level of Service 5ooMbD.';
Option B - 1000Mb
'. $17,000.00 bJlJed monthly.
Level of Service 1000Mbos
Initial _ Date
3.1. Data Services Rate. From September 3, 2010, City shall pay
the rate of the option selected In Section 3 and In Exhibit A for each month
of service. Performance Standards do not apply until the service start-up
date. If the servlce does not begIn on the first day of a billing cycle, then
payments for the first month shall be prorated on a dally basis. All accounts
wJlJ be InvoIced on the first day of each month, and all sums shall be paId
within 20 days after the date of the monthly billIng for services (the "due
date"). Hunter shall Indude detailed usage and pricing on each Invoice
submitted to the Oty for payment.
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3.2. Installation Services Charge. City shall pay the Installation
charge ("Non-recurring Charge" or "NRCj Specified below for the
Installation services provided by Hunter. Total NRC wUl be required on this
project prior to commencement and will be billed upon contract signing.
Completion by Hunter of onslte InstallatIon of the fiber terminating hardware
and acceptance by the City will serve as the servIce start-up date. The City
maIntains the right to refuse Installation and servlce If, In the Oty's
dJsaet:ion, the service will not meet all standards of Section 4.
Hardware and fiber installation: $50,000.00 onetime fee.
.. NRC hardware belongs to Hunter.
3.2.1. Unlnterruptible Power S~pply. City shall provIde a form
of uninterruptlble power for the fiber termination hardware and any agreed
Hunter facilities or equipment at the City's locatlon(s). If the City does not
provide an unlnterruptlble power source, Hunter wJlJ provide It for an
additional cost, to be set forth In the form of a mutually agreed upon
addendum to thIs Agreement.
3.3. Late Paymen\# Deposi~ Electronic Billing. Payments
received after the due date may be subjected to a charge of 1 Y2% per
month on the unpaid balance at the discretion of Hunter. Hunter may
require Oty to pay a deposit In advance of the provision of any service.
Hunter shall hold any such deposIt In a non-Interest bearing account and
used to satIsfy (In whole or In part) any obligation of City under this
agreement. The City agrees to accept all Invoices via electronic mall. If CIty
requests paper Involdng; a $5.00 monthly processlng fee wJtl be assessed to
City's account. There will be a $25.00 returned check fee.
3.4. Taxes, Fees, Government Charges. City agrees to pay any
applicable taxes, franchise fees or other governmental charges imposed
upon Hunter Communications by governIng body with jUrisdictional authority
over this servIce or for use of public rIght of ways and easements.
3.5. Cost Savings. To encourage Hunter to Innovate and take
advantage of new technologies that may be capable of providing cost
savings to the City, thIs Agreement and Exhibit A may be changed by
mutually agreed upon addendum at any time during the term of thIs
Agreement In order to proVide for an allocation of the cost savings between
City and Hunter for mutual benefit.
4. Service Requirements and Performance Standards.
4.1. Minimum Requirements. Hunter agrees to provide data
servIces and equipment to City that meet the following minImum
requirements:
(a) Physlcaliy and topologically redundant connections to the Internet,
(b) Minimum single link speed of 500 megabIts per second,
(c) Packet delay not to exceed.20 ms at 300 megabIts per second network
loading per llnk to Hunter's upstream network Interfaces,
(d) BGP4 routing management of AFN's Autonomous System Number,
(e) Redundant multlmegablt local loop connections, and
(f) Routlng equIpment
The redundant multfmegablt local loop connections wilt be from local
Internet poInt of presence (POP) to the Ashland Headend located at 90 N.
Mountain Avenue, Ashland, OR, 97520.
4.2. Perfonnance Standards. Hunter agrees to provIde data
services that meet the following standards:
(a) Internet bandwidth must be Fully operational 99.95% of the time It Is
scheduled to be 50, .
(b) Redundant lineS must provide no less than 500 megabits per second
speed 99.95% of the time,
(c) Internet bandwidth must maIntain packet. delay not to exceed 20
mllUseconds at 300 megabits per .second network loading per link to
Hunter's upstream network Interfaces,
(d) Hunter shall have a process In place spedfically for City use to
process/execute work orders,
(e) Hunter shall have expert staff available and accessible vIa the designated
tofl.free numbers 99% of the tIme, and
(f) Hunter shall follow the Outage Notification and Resolution Protocol In
SectIon 6.
5. Hunter Facilities and Equipment. Any Hunter fadlitles and/or
eqUI~ment Installed on Oty's premlS~alJ be and remaIn the property of
Hunter Initials ~A2 Date $I /I., It"
Customer Initials (Z..l- Date f5lr1"/ItJ
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Hunter unless otherwIse stipulated, and may be repaired or replaced at any
time and removed at the termination of service, and may be used to supply
other customers of Hunter whether or not on the same premises, so long as
It does not negatively Impact Performance Standards defined In Subsection
4.2. No rent or other charge shall be made by City on Hunter for pfadng or
maIntaIning its fadUtles or equipment upon City's premIses. Hunter shall be
entitled, at any time, to affix to Hunter facilities or equipment a label
IndIcating the Interest of Hunter. After at least 48 hours' notice, Oty will
grant Hunter Communications or cooperate with Hunter CommunIcations in
obtaining reasonable access to Qty premises for the Installation, operation,
removal, repair and/or maintenance of the fadlltles and equipment for the
services hereunder. In the event that City does not provide Hunterwlth the
necessary access to remove said equipment and/or facilities after the
termination of service upon recelvlng notification as Indicated above, Hunter
may assess a fee to City equal to the retail cost of said equipment and/or
facilities plus 25%.
5.1. Removal. City will use reasonable efforts to ensure that
Hunter facilities and/or equipment are not removed or caused to be
removed by any person, other than Hunter or without Hunter's prior written
consent
5.2. Proper Environment. Oty shall use reasonable efforts to
k.eep the location of Hunter's facilities and/or equIpment In the proper
environment as specified by Hunter.
5.3. Damage. City agrees to exercise due care and caution to
protect Hunter's facilities and equIpment from the weather, vandaJJsm and
other potential problems. City shall be liable for any loss or damage to
Hunter's facilities and/or equipment at any 10catJon arising from City's
negligence, IntentlonaJ act, unauthorized maintenance or other cause within
the reasonable control of City, Its employees or agents. In the event of any
loss or damage to Hunter's facilities or equipment for which Oty Is liable,
Oty shall reimburse Hunter for the lesser of the reasonable cost of repair or
the actual cost of replacement.
6. Outage Notification and Resolution Protocol.
6.1. Degradation of Service Requirements and Performance
Standards. Hunter shall notify City withIn three (3) hours of when Hunter
knows about any degradation of Its data services. Degradation occurs when
Hunter Is providing data services, but those services fall to meet the service
requirements and performance standards In Section 4. Failure to resolve
the degradation In accordance within the time periods In Subsection 9.3 may
result In liquidated damageS, and such continued failure may resuJt In
termination pursuant to Section 9.
6.2. Outage. Hunter shall notify City within one (1) hour If Hunter
Is unable to proVide data services due to an outage that is not due to a force
majeure. Hunter shall restore data services within eIght (8) hours. Failure
to restore data services In accordance with this section and Subsection 9.3
shall resuJt In liquIdated damages, and may result In terminatJon pursuant to
Section 9.
6.3. Emergency. Hunter shalf notify City Immediately If Hunter Is
unable to provide data services due to a force majeure
7. Rights and Obligations of Customer.
7.1. Installation. CIty shall .at Its expense undertake all necessary
preparations required to comply with Hunter's Installation and maintenance
Instructions. Such preparations Indude obtaining all necessary consents for
the InstallatIon and use of Hunter facilities and/or equipment In the building,
Including consents for necessary alterations to buildings; ensuring that any
noor 10adJng limits will not be exceeded; providing suItable accommodations,
foundations and an environment to meet the environmental specifications
for Hunter Including all necessary trunklng, conduIts and cable trays;
providing suitable electric power and any other utilities needed by Hunter to
install, test and or maintain Hunter's fadllties and equipment; providing a
~Itable and safe working environment for Hunter's personneJ, Including an
environment safe from environmental hazards; and taking up or removIng,
In time to allow Hunter to carry out Installation as scheduled, any fitted or
fixed floor coverings, ceiling tiles, suspended celllngs and partition covers.
City will provide Hunter with access to all existing conduits, raceways and
etc. to be used In cable pathway.
Hunter Is not responsible for the condition or fill rate o~ any City provided or
existing conduits, raceways and etc. to be used In cabJe pathway; City
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guarantees that said pathway meets all required fill ,rate capacities and that
all components of said pathway comply with NEe (National Electric Code)
recommended "bend ratios. n If, during the course of installation, Hunter
encounters City provided conduit which Is unusable due to excessive nil rate,
bend ratio or condition (crushed, blocked, missIng, etc.) additional material
or labor may be required to complete Installation. Additional material or
labor needed to complete installation shall require prior authorization by
both parties In the form of a signed "OIange Order.n
Any changes to the physical Installation lengths, delays caused by adverse
soli/rock conditions and/or material requirements, and delays caused by
other contractors and/or subcontractors made after notice to proceed wUJ
require a written "Change Order" and be considered due upon compJetlon.
Each occurrence will be reviewed on an Individual basis, (unless otherwise
agreed upon by Contractor and City) and any additional costs Incurred wJII
be the responsibility of City. All required changes will be described as
'addJtlonal work' and be blUed accordingly only after written approval has
been reviewed and signed by both parties describing material, labor and
compensation requirements
Contractor shall, after notice from Oty, commence work. At such time,
Contractor may designate resources and continue dillgently In the
performance of such work.. COntractor shall employ suffident crew, work
sufficIent hours and/or shifts so as to complete the requirements within the
time frames noted on this contract; If no time frames for completion are
provided In this contract, Contractor shall complete all service activation
requirements within a reasonable period of time not to exceed 90-days after
the estimated start date. Estimated start date: (5) five days or sgoner, after
notice to proceed has been given by City, materials have been received and.
all preparatory and preiJminary requirements of this proposal have been
satisfied, IncludIng the receJpt of aU necessary technicaJ Information from
the Oty and any worl<: or construction permJts aSSOCiated with the project.
For the purpose of change(s) to the contract, the following rates are to be
used unless otherwise agreed In writing: standard hourly labor rate per
employee wHl be bJlled at $85.00 per hour. This hourly rate does not provide
for any materials. (.Adverse soli/rock condJtlons: Contractor will not be held
responsible for the removal of any material or obstructions such as lava
rock, large boulders, sandstone, concrete slabs/sIdewalks or any other
materials not normally removed by hand trenching or ,by backhoe-bucket
attachments).
7.2. Premises Access. Oty shall provide Hunter or other persons
authorized by Hunter with access (on both a routine and emergent)' basis)
for the Implementation of all servJce acceptance date; Oty will provide
Hunter reasonable access to the City preml~s where any Hunter fadlltles or
equipment are installed. Hunter shall not be responSible for any faults on
the network or any failure to perform the provisions of this agreement to
the extent that Hunter, In good faith, reqUires access, and any such faults or
failures or the continuation thereof are a result of the fallure of City to
provide access to the place at each location where Hunter facllJtles and/or
equipment are Installed supporting the failing service or connection.
Hunter employees accessing oty fadllties and sites are required to sign
access forms and proVide contact Information prior to being granted access.
The Oty maintains the right to deny Individuals access to sensitive areas at
Its sole dIscretion, and will work with Hunter to make alternate
arrangements in such cases.
(a) During Implementation, Hunter will normally carry out worl<: required to
Install and/or repair Hunter's facllltles and equipment during Its normal
working hours but may, on reasonable notice, require access at other times.
At CIty's request, Hunter will carry out work. to Install Hunter's fadlltles and
equIpment outside Hunter's regular working hours, In which event the City
agrees to pay overtime and any other approprlate charges agreed to
between the parties.
(b) Any out-of-pocket costs, reasonably Incurred by Hunter, as a
consequence of the denial of access by Oty (or building owner) to any Oty
location shall be paid by City. Hunter shall advise Crty of any such costs on
a case-by-case basls.-
7.3. Customer's Connection to Data Services. Upon notice
from Hunter that any equJpment or software not provided by Hunter Is
causing or Is likely to cause a hazard, Interference, or service obstruct/on to
data servJces, Hunter and Oty shall coordinate the elimination of the hazard,
Interference, or service obstruction.
Hunter Initials
Customer Initials
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City will only connect to the network to receIve data services using Industry
standard equipment that has compatible standards with the service
Specifications set forth In applicable technical publications. Hunter may
suspend the provision of data services to any connection 50 affected If
service to the Oty would directly and solely cause the cessation of Hunter's
network to function. following remedial action by Oty satisfactory to Hunter,
Hunter will reinstate data service provided through that connection as soon
as possible.
City will cooperate with Hunter In setting the InItial configuratIon for Its
equipment Interface with the network.
Hunter may from time to time issue technical Instructions on the use of the
network to ensure the proper functioning of the services or the protection of
the network from damage or deterioration. Oty will observe all essential
technicallnstructlons.
7.4. System Integrity. Unless otherwise noted hereIn, Oty
agrees to cure any violation (other than Failure to pay) of the provisions of
this agreement within 30 days notice by Hunter.
7.5. Hunter Equipment Movement. City Is obligated to obtain
written approval From Hunter prior to moving any of Hunter's equipment.
Moving of equipment without authorization may cause damages and/or an
outage. A customer-caused outage, due to the moving of equipment
without written authorization, will be the sole responsibiUty of the oty.
Costs for repairs perlonned by Hunter technicians as a result of damages
due to movement of Hunter equipment shall be borne by the Oty. No
deductions to billing will be made For Clty-caused outages.
8. Acceptable Use Policies (AUP). Hunter's Acceptable Use Policy (AUP)
Is attached to this Agreement as Exhibit B and Is "Incorporated herein For
reFerence. Hunter's AUP Is also posted to the Hunter Communications web
site (www.hunterflber.com) and is to be acknowledged and known by the
Oty at all reasonable times. Hunter's Acceptable Use Policy applies except
In contradiction to terms stated In the sections of this agreement
9. Termination. Either party may terminate this agreement for cause,
provided written notice Is given the other party specifying the cause for
termination and requestfng 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 period. Cause Is any material breach of the
terms of this agreement, Including the failure to pay any amount when due;
the filing of a petition In bankruptcy; Inability to meet financial obligations
when due; or failure to provide selVices as detailed In this agreement. In the
event of a failure to pay a sum due, Hunter may choose to temporarily
deactivate service in /leu of terminating this agreement For service
deactivation(s), Hunter must follow all notification guidelines relating to
agreement termination set Forth. In the event of a service deactivation, City
may have service reactivated by paying all sums due. Hunter may assess a
$50.00 service reconnection fee. Hunter will provide additional Information
upon request.
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9.1. Without Cause. Either party may terminate this Agreement
without cause, provided written notice is given to the other party at least
180 days prior to the proposed termination date.
9.2. Operation Standards of Performance/Liquidated
Damages. Spedfic functions and performance described In the Oty's RFP
must operate at or above levels spedfied In the RFP; and all functions,
whether or not described in the RFP, must operate and perform at or above
levels meeting the requirements of this Agreement, and In particular, those
of SectIon 4. The Parties acknowledge that operation and support of the
solution depend upon cooperation and diligence by the Oty as well as
Hunter. In the event of unsatisfactory performance by Hunter in providing
operations and support of Internet bandwidth and Hunter's inability to
enable the honorlng of the sale of services through no fault of the City,
Hunter shall be responsible for the direct payment to the Oty for any
liquidated damages as provided In this Agreement. Fault of the City shall
Include, without limitation, delays beyond the time allocated or mutually
agreed upon between the Parties for the City to provide Information, work
input, or approvals necessary for Hunter to proceed.
The maximum llablUty of Hunter For liquidated damages and other damages
provided for In this Agreement shall not "exceed the amounts set Forth In
Subsection 10.9. Hunter shall pay the Oty the following amounts in
connection with the following defidencies. When unsatisfactory performance
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by Hunter affects more than one of the Following deficiencies and where one
of the deficiencies Is clearly the cause of the other(s), Hunter shall be liable
to pay only the amount of the damage for the defidency resulting In the
greatest amount of damages, not to exceed the limits set forth herein.
(a) As to noncompliance with standards below, such damages shall
accrue from the date(s) that unsatisfactory -performance has occurred and
will continue through the resolution of such defidency provided the oty
gives written notice of such defidency as soon as reasonably practicable,
but no later than sixty (60) business days after Hunter's provIsion of
Information to the City by whIch the CIty can determine Hunter's
compliance/noncompliance with said standards. If the aty gives written
notice more than "sixty (60) business days after Hunter's provisIon of such
Information, then such damages shall aCOlle from the date of Hunter's
receipt of written notice from the oty of noncompliance with said standards;
unless the damages are waived In writing by the Oty or excused by force
majeure, and not to exceed the limits Indicated In Subsection 10.9.
(1) Bandwfdth Availability. Internet bandwidth must be fully
operational 99.95% of the time It Is scheduled to be so. Outage
periods for maintenance wlJl"not be counted against this performance
level If agreed to, in advance, by both parties. If the bandwidth Is
nonfunctional or Inaccessible more than 0.5% In any 90-day period,
Hunter shall be liable to the Oty for $1500.00 for each quarter of such
occurrence. FOr each full or partial one-tenth of a percentage poInt
over .5% that the sOlution is nonFunctional or inaccessible, Hunter
shall be liable to the Oty For an additional $500.00 for each month,
not to exceed the limits indicated in Subsection 10.9. Provided
however, Hunter shall have no liab1lJty to the Oty under the provisions
of this Paragraph If the solution Is nonfunctional or inaccessible due to
a general failure of public telecommunications or other force majeure.
(2) Provider Availability. Hunter must: have expert staff available
and accessible via the designated toll-free numbers 99% of the time.
Hunter must also have staff capable of responding to 90 N. Mountain,
Ashland, Oregon, within thirty (30) minutes IF necessary to resolve the
problem. If Hunter's staff are Inaccessible more than 1.0% In any
month, Hunter shall be liable to the oty for $500.00 that month. For
each full or partial one-tenth of a percentage point over 1.0% that the
system Is nonFunctional or inacceSSible, Hunter shall be liable to the
City for an additional $250.00 for each such fraction of a percentage
per month. Hunter 'wllJ prov(de measured results of the occurrence of
periods where no staff is available. Damages are not to exceed the
limits Indicated in Subsection 10.9. Hunter shall have no lIabllJty to the
City under the provisions of this Paragraph If the InaccessJbUlty of the
Call Center Webslte is attributable to a general fallure of pubUc
telecommunications or other force majeure.
(3) Redundancy. Internet bandwidth must have physically and
topologically redundant connections to the Internet. Service must
provide no less than 500 megabits per second speed 99.95% of the
time. If aggregate bandwidth performance drops below 99.95% In
any 7-day period, Hunter shall be liable to the Oty For $2000.00 For
each occurrence. For each full or partlal one-tenth percentage point
over .1% that the solution does not perfonn to this standard, Hunter
shall be liable to the Oty for an additional $500.00 for each 7-day
period. ProvIded however, Hunter shall have no llablllty to the Qty
under the provisions of thIs Paragraph If the solution Is nonfunctional
or Inaccessible due to a general failure of public telecommunications or
other Force majeure.
(4) Response Time. Internet bandwidth must maintain packet
delay to not exceed 20 miIHseconds at SOD megabits per second
network loading per link to Hunter's upstream network Interfaces. For
each hour that the solution exceeds the perfonnance threshold,
Hunter shalf be liable to the Oty for $50.00 per hour for each full
millisecond over 20 milliseconds, not to exceed an amount of
$2000.00. In general, damages are not to exceed the limits Indicated
In SubsectIon 10.9. Hunter shall have no liability to the City under the
provisions of this Paragraph If the solution is nonfunctional or
InaccessIble due to a general Failure of public telecommunications or
other force majeure.
(5) Provider Response. Oty staff must receive correct, reliable
information about the solution In a timely fashion, as well as answers
to questions they have regarding any aspect of Its operation as they
relate to equipment or any problems caused by the solution to operate
Hunter Initials
Customer Initials
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In accordance with the Agreement using the contact InformatIon and
order provided by Hunter. If more than 5% of such calls for
assistance remain unresolved for more thari two (2) days, the Oty
shall notify Hunter of such event as soon as Is practicable, explain the
Specific unresolved complaint, and determine If a violation has
occurred for which liquidated damages would be payable. If so, and If
within two (2) business days after receipt of such notice, Hunter has
failed to satisfactorlly resolve said complaint by taking appropriate
action to repair/replace hardware or software, or reasonably assist
with dlagnoslng other problems not within the control of Hunter, and
to the extent compensation for such damages is not provIded for
elsewhere In the Agreement. For each full percentage point over 5%,
Hunter shall be liable to the Oty tor an additional $250 per day.
Damages are not to exceed the limits indicated In Subsection 10.9. In
no event shall Hunter be liable for failure to remedy a problem not
within Hunter's control, unless Hunter has not provided reasonable
assistance In diagnosing other locallzed problems not within the
control of Hunter or provides an Incorrect diagnosis due to negligence
on the part of Hunter.
(6) Storage of Data. Specific customer data from the Oty's services
shall not be saved or utilized by Hunter for any purpose or reason. If
data Is saved, shared, or used In violation of this requirement with
Hunter's prior knowledge and/or consent, Hunter wJlJ be liable to the
Oty for an amount not to exceed the monthly cost of this Agreement
Damages are not to exceed the limits Indicated In Subsection 10.9.
Hunter shall have no Jlablllty to the Oty under the provisions of this
Paragraph for usage of metadata In the administration of the network
and bandwidth, as well as If specific data Is required by law, the direct
order of a court of law and law enforcement, or other force majeure.
(7) Work Order Process. Hunter shall have a specific process In
place to process/execute work orders. This process shall account for
thorough analysis, design, test, and Implementation any changes. If,
through no fault or delay of the City, a signed work order Is not
accepted by the Oty as completed within two weeks of Its scheduled
completion date, Hunter shall be liable to the City for $1000 per day
until the work order is delivered by Hunter and accepted by the City.
Hunter shall be Hable to the Oty for an additional $200 for each full or
partial day of delay beyond the 15th day of the scheduled change or
update. Damages are not to exceed the limits Indicated In Subsection
10.9.
(b) Hunter shall provide notice pursuant to Subsection 10.5 of Its
performance relative to the standards described In Section 4, as well as all
noncompliant performance, upon discovery of such noncompliance.
{c} The Parties agree that damages from breach of this Agreement are
difficult to prove or _ estimate, and the amount of liquidated damages
specified herein represents a reasonable estimation of damages that will be
suffered by the Oty from late perlormance, Including costs of additional
Inspection and oversIght and lost opportunity for additional efficiencies that
would have attended on.time completion of performance. Damages are not
to exceed the limits Indicated In Section 10.9.
Cd} The rights and remedies granted to Oty under this section constitute
Oty's sole and exdusive remedy against Hunter, It's agents, officials and
employees for any and all dalms arising under statutory or common law or
otherwise. There are no third party beneficiaries of this Agreement. Oty
agrees that Hunter shall have no liability for the negligence, products,
services or websltes of City; of affiliates; of developers or consultants
Identified or referred to Oty by Hunter; or of any other third party, Including
but not limited to liability for the content, quality and accuracy of the
foregOing which are accessible by use of the system or servlc~ of Hunter.
9.2. Cessation of Service. Hunter may deny Oty access to the
network and cease to provide all or part of any services described In this
agreement without notice If City:
{a} violates any provision of applicable acceptable use policies;
(b) engages In any conduct or activity that Hunter, In Its sole
discretion, reasonably believes causes a risk that Hunter may
be subjected to cMI or crimIna/litigation, charges, or damages;
or;
(c) would cause Hunter to be denied access or to lose services
by one of Hunter's Internet providers.
6
9.3. Cessation of Access. If Hunter ceases to provide or denies
Oty access to the network pursuant to tIils section, neither Oty nor any of
Its customers shall have any right:
(a) to access through Hunter any materials stored on the
Internet,
{b} to obtain any credits othel'\\llse due to Oty, and such credits
shall be forfeited, or;
(c) to access third party services, merchandise or Information
on the Internet through Hunter. Hunter shall have no
responSibility to notify any thlrd.party providers of services,
merchandise or Information of any dlstontlnuance of any
services pursuant to this section, nor any responsibility for any
consequences resulting from lack of such notification.
9.4. Termination Fee. If Hunter terminates this agreement with
cause, or If Oty terminates this Agreement without cause, Oty shall pay
Hunter a termination fee equal to tf:Ie lesser of:
{a} the remaining charges applicable through the end of the
scheduled term, or;
{b} sIx months charges.
10. Miscellaneous Provisions.
10.1. Indemnification. To the extent legally possible, Hunter
shall Indemnify and hold City, Its officers, agents and employees, harmless
from and against any and all dalms, actions, liabilities, costs, Indudlng costs
of defense, arising out of or In any way related to any act, failure to act, or
negligence by Hunter or Its employees, agents, officers and contractors In
connection with this Agreement.
10.2. Non-waiver. Waiver by either party of strict performance
of any proviSion of this Agreement shall not waive or prejudice the party's
right to require strict performance of the same provision or any other
provision In the future. No waiver, consent, modification, or change of the
terms of this Agreement shall bind either party unless In writing and signed
by aU parties. Such walve'r, consent, modification, or change shall be
effectIve only In the specific Instance and for the specific purpose given.
10.3. Litigation and Attorneys' Fees. In the event that
liquidated damages are not specified for the default that occurs, the City
may elect to pursue an action In a court of competent jurisdiction. If any
litigation Is commenced between the parties to this Agreement concerning
this Agreement, or the rights and duties of either party, the prevaUfng party
In that litigation shall be entitled, In addition to any other relief that may be
granted In the litigation, to a reasonable sum for that party's attorneys' fees,
including attorneys' fees on appeal. The amount of the fees shall be
determined by the court In that litigation or in a separate action brought for
that purpose.
10.4. Contract Administration. ThIs Agreement shall be
administered by the Oty's Information Technology Department, through Its
Information Technology Director/aD and by Hunter through the
representative listed In Subsection 10.5. Either party may change Its
representative by providing the ottier party written notice of the new
representative's name and address.
10.5. Notices. Except as otherwise expressly provided by law,
any and all notices or other communications required or permitted by this
Agreement or by law to be served on or given to a party of this Agreement
shall be In writing and shall be deemed duly served and given when
personally delivered to the party, any managing employee of the party, or,
In /leu of personal service, when deposited In the United States mali, first
class postage prepaid, addressed to the appropriate party as follows:
CUSTOMER/crTY
City of Ashland
Attn: IT Dlrector/aO
90 N. Mountain Ave.
Ashland, OR 97520
PROVIDER
Hunter Communications
Attn: Contract Manager
801 Enterprise Drive
Central Point, OR 97502
10.6. Amendments and Assignment. No amendment to this
Agreement, or assignment of this Agreement will be effective unless It Is In
writing and Signed by both parties.
10.7. No Warranties. To the extent permitted by applicable
law, Hunter Is providing the servIces and the system (Including but not
limited to Hunter fadlltles and/or equipment and any access to the
Hunter Initials
Customer Initials
4-/L
fU.-
Date ,pit? ~l>
Date <6f11.)tIl
(:,
network). Hunter agrees, to the extent feasible, that all equIpment provided
by Hunter shall function to permit City access to the bandwidth purchased
hereunder. Except for the obtrgatlons assumed by Hunter under the terms
and conditions of thIs Agreement, Hunter hereby disclaims all other
warranties, If any, eIther Implied, statutory or otherwise, with respect to any
of the system and services provided or to be provided under thIs
Agreement, Including but not limIted to warranties of merchantablllty,
fitness for a particular purpose, or lack of vIruses. Hunter makes no
warranty of title, quiet enjoyment or lack of Infringement with respect to the
system or services.
10.8. Force Majeure. 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, fire or other natural occurrences; human caused fire or facUlty
damages; strikes or other labor unrest; power failures; nuclear or other dvU
or military emergendesi acts of legIslative; judidali executive or
adminIstrative authorities; or any other drcumstances which are not withIn
Its reasonable control.
10,9 Limitation of Liability. Hunter's totalliabllJty to City under
this agreement and the transactions contemplated hereby, IncludIng without
limitation any lIablUty of Hunter for any damages of any nature whatsoever,
Including without limItation direct or actual damages, shall be limited to the
direct damages Incurred by City In actual and reasonable reliance on the
system or services, which damages shall not, In the aggregate, exceed
100% of the amount havlng actually been paid by City to Hunter In the
twelve month perIod ImmedIately preceding the date on which the breach
giving rise to the damages occurred. Per occurrence damages are not to
exceed the monthly cost of this Agreement
10.10. Governing Law. This Agreement, and all matters
relating to this Agreement, shall be governed by the laws of the State of
Oregon In force at the time any need for InterpretatIon of this Agreement or
any decision or holdIng concerning thIs Agreement arises.
10.11. Severability. If any provlslon of this Agreement is held
by a court, governmental agency, or regulatory body of competent
jurisdiction to be either Invalid, void, or unenforceable, the remaInIng
provISions of this Agreement shall remain In full force and effect unimpaired
by the holding. The Invalidity of a section, subsection, paragraph, or dause
shall not affect the validity of the remaInIng sectlons, subsections,
paragraphs and clauses as long as the parties can legally, commercially and
practicably continue wIthout the Invalid provision.
10.12. Entire Agreement. This Agreement and any
attachments constitute the entire and sole agreement between the City and
Hunter. Any agreements or representations respecting Internet selVlce or
any related matters dIscussed In this Agreement not expressly set forth or
Incorporated Into thIs Agreement are null and void.
INTENDING TO BE BOUND, the parties have executed thIs Agreement as
of the date written below.
Customer/CITY: City of Ashland
Name: Robert Uoyd
Title: Information Technology Director/GO
SIgnature: ~["...0
Date: 'rSkr)11?
Hunter Comm~nica :
Richard Ryan, I
tv
Signature:
DateO~ f(.J
7
Hunter Initials
Customer Initials
A!.-e..
rU/
Date j? //7 It D
Date 'PII'7"),11
ACC;;;U
~ 06/23/10
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS
CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES
BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED
REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.
P t e cert cate 0 er IS an OJ the po ie les must e en orse . B ATI N I W . su Ject to
the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the
certificate holder in lieu of such endorsement(s).
PRODUCER
CERTIFICATE OF LIABILITY INSURANCE
OP 10 DB
DATE (MM/DDIYYYY)
united Risk Solutions, Inc.
PO Box 936
Medford OR 97501-0067
Phone.541-245-1111 Fax.541-245-1112
NAME, Dana Brinkley
AiC No Exl' 541-494-7713 (AiC.Nol'
ADDRESS, dana. brinkley@unitedrisk.com
CUSTOMER 10#: HUNT02C
INSURER(S) AFFORDING COVERAGE
INSURERA: National Farmers union
541-245-111
NAlC .
INSURED
Hunter C~icatians, Xnc.
801 Enterpr1se Dr. Ste. 101
Central P01nt OR 97502
INSURER B :
INSURER C :
INSURER 0 :
INSURER E :
INSURER F :
COVERAGES
CERTIFICATE NUMBER:
REVISION NUMBER:
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD
INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,
EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
LTR TYPE OF INSURANCE INSR WVD POLICY NUMBER MMlDDfYYYY MMIOO,vm) LIMITS
GENERAL LIABILITY EACH OCCURRENCE .1,000,000
f-
A X COMMERCIAL GENERAL LIABILITY lRU0658780 06110/09 06/10/10 PREMISES(Ea occurrence) .300,000
I CLAIMS-MADE ~ OCCUR MED EXP (Anyone person) .5,000
f- X PERSONAL & I>DV INJURY .1,000,000
GENERAL AGGREGATE .NA
f--
@L AGG~En LIMIT APnS PER: PRODUCTS.COM~OPAGG .2,000,000
X POLICY j~8T LOC . .
- n
AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT '1,000,000
f-- (Eaaccident)
A ~ AtfYAUTO lRU0658780 , 06/10/10 06/20/11 BODILY INJURY (Per person) .
ALL OWNED AUTOS BODILY INJURY (Per aCCident) .
f--
SCHEDULED AUTOS PROPERTY DAMAGE
f-- .
~ HIRED AUTOS (Per accident)
~ NON-OWNED AUTOS .
.
A .It.. UMBRELLA LIAB ~ OCCUR lCB0658781 06/20/10 06/20/11 EACH OCCURRENCE .1,000,000
EXCESS L1AB CLAIMS-MADE AGGREGATE '1,000,000
- DEDUCTIBLE .
X RETENTION . 10,000 .
WCR~ERS COMPENSATION ITORYlIMITS , I~Elt
AND EMPLOYERS' LIABILITY YIN
ANY PROPRIETORlPARTNERlEXECUTIVD lA E.L. EACH ACCIDENT .
OFFICER/MEMBER EXCLUDED?
(Mandatory in NH) E.L. DISEASE - EA EMPLOYEE .
~~~~~~J~ ~~~PERATIONS below E.L. DISE..I\SE - POLICY LIMIT .
DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES lAttach ACORD 101, Additional Remarks Schedule, If more spacels required)
City of Ashland is Additiona Insured.
CERTIFICATE HOLDER
CANCELLATION
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
ASHASO 1 THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELNERED IN
ACCORDANCE WITH THE POLICY PROVISIONS.
City of Ashland AUTHORIZED REPRESENTATIVE
90 N Mountain Ave ~~ '/~/A
Ashland OR 97520
I
@1988-20Il1lACORDCORPORATION. All rights reserved.
ACORD 25 (2009/09)
The ACORD name and logo are registered marks of ACORD
rA'
. CITY RECORDER Page 1/1
CITY OF
ASHLAND
20 E MAIN ST.
ASHLAND, OR 97520
(541) 488-5300
i:P;:Z::i;i'l:DATE!jJ~.?:>:::{,~~ ilin:-';;:'RO:NUMBER~L4Y
8/18/2010 09756
VENDOR: 000082
HUNTER COMMUNICATIONS, INC.
801 ENTERPRISE DR STE 101
CENTRAL POINT, OR 97502
SHIP TO: Ashland Fiber Network
(541) 488-5354
90 N. MOUNTAIN
ASHLAND, OR 97520
FOB Point: Ashland
Terms: Net 15 days
Req. Del. Date:
Speciallnst:
Req. No.:
Dept.:
Contact: Rob Lloyd
Confirming? No
/i(Quar;i~ ~~ ~~~~~;;1~t~n~HG~i~{t;~;~~~~Lti{ir.Descri~f1bnjZ:'~";~l~'; CL':' "'~,,, ,'<. . . lO"'" """"~'~'~~"""'<' '.~~~." i~";~1:rEx~P.rlc~[fJ']!
:. .~, .UmtPnce,:~::;
THIS IS A REVISED PURCHASE ORDER
Internet Bandwidth Services projected @ 110,000.00
$11,OOO/month per new agreement
resulting from RFP completed and
approved by the City Council on July
20.2010.
Internet Service Agreement
Beginning date: September, 2010'
Completion date: August 2012 (24
months)
Agreement may be extended annually for
up to 3 years for a total term of 5
years.
Non-recurring equipment to upgrade 50,000.00
infrastructure - one time payment.
SUBTOTAL 160000.00
BILL TO: Account Payable TAX 0.00
20 EAST MAIN ST FREIGHT 0.00
541-552-2028 TOTAL 160,000.00
ASHLAND, OR 97520
_.lcc_o_unlLNuml:J_el'i - _P.rOjec~NUmb~ ~1m~moun~ g~ccounf:Nljj1i1);rJ!:S~ ~'~ro~'NumD~ ~Amount_
E 691.02.47.00.60140 160 000.00
-/
#~ -_~ t//~O
Authorized Signature
VENDOR COPY
A request for a Purchase Order
REQUISITION FORM
CITY OF
ASHLAND
Date of Request: ,. Aug I?,2QlO'. I
Required Date of Delivery/Service: 1.l1OY lQ~l1
THIS REQUEST IS A: PO
o Change Order
Vendor Name
Address:
City, State, Zip:
Telephone Number
Fax Number,
Contact Name
Hunter Communications
801 Enterprise Drive
Central Point, OR 7502
(541) 772-9282
Rich Ryan
SOLICITATION PROCESS
Small Procurement o Sole Source 0 Invitation to Bid
o Less than $5,000 o Written findings attached (Copies on fiie)
o Quotes (Not required) 1ZI Reauest for ProDosal
CooDerative Procurement
o State of ORN/A contract (Copies on fiie)
Intermediate Procurement o Other govemment agency contract 0 SDecial1 ExemDt
o (3) Written Quotes 0 Copy of contract attached 0 Written findings attached
(Copies attached) 0 Ememencv
0 Contract # 0 Written findings attached
Description of SERVICES
D Internet Bandwidth Services projected @ $11,000 month per new contract agreement. Term
is from September 2010 through the end of June 2011.
Item # Quantity
Unit
Description of MATERIALS Unit Price
$50,000 for non-recurring equipment to upgrade infrastructure $50,000
Total Cost
$50,000
'Project Number _ _ _ _ _ _ '_ __
D Per attached QUOTE
Account Number 691.02.47.00.601400
. Items end services must be charged to the appropriate account numbers for the financia/s to reflect the actual expendftures accurately.
By signing this requisition form, / certify that the information provided above meets the City of Ash/and public contracting requirements,
and the documentation can be provided upon request.
Employee Slgnature~ ~'&::?0~
. , Michael Ainsworth
Supervisor/Dept. Head Signature:
~4_~
Rob Lloyd
-41~lt()
G: FinanceIProcedureIAP\Forms\10 11 PO Req Hunter combo.doc
Updated on: 8113/2010