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Home My WebLink About2000-046 ISP Agrmt - JeffnetAshland Fiber Network Certified Intemet 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 Intemet Service Prorider ("ISP") named below forthe certification of ISP for OfnlHTE~NET services on AFN's telecommunications system through its fiber optic network ('the network"). CustomerName: JEFFNET/JPR FOUNDATION, INC. BillingAddress: 1250 SISKIYOU BLVD 1. CERTIFICATION PROGRAM. AFN will designate ISP as a certified intemet service prorider on the network. A list of all certified intemetservice providerswill be maintained byAFN and provided to the public upon request, Only certified intemet senAce providem will be listed. 2. COOPERATNE ADVERTISING. AFN will pay one-half of the cost of all eligible advert'sing of ISP, up to a mm4jmum of $3,000 per year, figured at the lowest net rates charged by the advertiser to ISP. Eligible advertising is advertising that is devoted to promoting ISP's intemet senAce, AFN and the network; that is directed to Ashland residents and businesses and that meets AFN's advedising and co- branding guidelines. 3. AFN SERVICE LEVELS. 3.1. BANDWIDTH. AFN will strive to maintsin a network availability of 100% at a average bandwidth of 1Mbps upstream and 3 to 5 Mbps downstream. 3.2. INSTALLATION. AFN will install coa,xial cable from the network to the residence or business of ISP's customer and install the intedor wiring within the residence or business to the location specified bythe customer for the cable modern connection. 4. CERTIFICATION REQUIREMENTS FOR ISP. ISP agrees to comply with the following requirements and procedures in order to utilize the network as an certified intemet service prorider. 4.t. REQUIRED MODEMS. ISP shall use only those cable moderns which meet AFN's cable modem specifications for use on the network. ISP shall be responsible for supplying the cable modern necessary to connect its customer to the network. ISP may supply the device through leasing, direct sale, lease/purchase, or through third-party vendors or contractors, at ISP's discretion. 4.2. 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 otheRvise meets the requirements of ISP for service, or when the necessary widng of the customers residence or business for connection to the network is installed, whichever date is later. 4.3. RATE PUBLICATION. ISP shall publish its rates for intemet connection in a manner that allows accurate comparisons for like services from different intemet service proriders. ISP shall notify AFN of its rates and provide 30- day pdor notice of any change in such rates. 4.4. CO-BRANmNG. All publicity 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 guidefines. 4.6 ACCEPTABLE USE POLICY. ISP shall comply with AFN's acceptable use policies. These polices applyto ISP and to any other person, organization or entity using ISP's services. The acceptable use policies are subject to change at anytime byAFN acting in its sole discret'ien, and all such changes shall be binding upon ISP upon written notioe to Customer by AFN. Copies of such policies will be furnished by AFN upon request. 6. Term. This agreement will be effective upon the date e~ecuted by AFN and shall continue until July 1, 2000, 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 pdor to the termination date, this agreement shall be extended for successive one year pedods on the same terms and conditions e;ept for the connection rates specified in paregraph 6. These rates may be changed by AFN, on or after July I of each year, upon 45 days pdor notice to ISP. 6, PAYMENT. 6.1. RESIDENTIAL. ISP shall pay AFN $15 per month for each residential internet account of ISP connected to the network. A residential intemet account is an account limited to one dynamic IP address. 6.2. COMMERCIAL. ISP shall pay AFN $65 per month for each commercial intemet account of ISP connected to the network. A commerc'ml intemet account is an account with a maximum of eight Freed IP addresses. 6.3. PAYMENT REPORT, DEPOSIT, All sums shall be paid monthly by the 10"" of the month for all accounts connected to the network on the 20th day of the previous 1 - ISP Cooperative Agreement (F:\USER'Y, ATHY~WPDOCS%AFN ISP Contr.wpd)(5/99) 2299 month. Payments received after the 10'" of each month may be subject to a charge of 1~% per month on the unpaid balance at the discretion of AFN_ AFN may require ISP to pay a deposit in advance of the provision of any access. Any such deposit shell 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. 7. RECORDS AND AUDIT REqUIREMEN11. ISP shell maintain fL~cal records on a current, monthly basis to support its reports to City as to the number and types of customers. AFN or its auffiodzed repreSentative shall have the authority to inspect. audit, and copy on reasonable notice and from time to time any records of ISP regarding its reports or services direally pertinent to this agreement. All required records must be maintained by ISP for throe years. 8. TERMINATION. Either party mayterminate 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 co{Tected 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 by or against ISP or ISP's inability to meet obligations when due; or failure of ISP to curd any violation (other than failure to pay) of the provisions of this agreement within 30 days notice by AFN. 8.t. AFN may deny ISP access to the network end cease to provide all or pert 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 criminal Iffigation, charges. or damages; or (c) would cause AFN to be denied access or to lose services by AFN's intemet prorider. 8.2. If AFN ceases to provide or denies ISP access to the network pursuant to this paragraph, neither ISP nor any of its customers shall have any light (a) to access through AFN any materials stored on the intemet. (b) to obtain any c~-edits otherwise due to ISP. and such credits shall be forfolted, or (o) to access third party services. merchandise or information on the internet through AFN. AFN shall have no responsibility to notify any third-party proriders of services. memhandise or information of any discontinuance of any services pursuant to this paragraph. nor any responsibility for any consequences resuNing 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. 9. LIMITATION OF LIABILITY, AR',I SHALL NOT BE LIABLE TO ISP FOR ANY INCIDENTAL, INDIRECT, SPECtAL. OR CONSEQUENTIAL DAMAGES OF ANY KIN D 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 TH[S AGREEMENT. 10. NO WARRANTIES_ THERE ARE NO WARRANTIES. EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTII=S OF MERCHANTABILITY AND 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. 11. UNC;ONI~OL.L.,I~/E CONDrnONS. Neither party shall be deemed in violation of this agreement if it is prevented from ped=orming any of the obligatjons under thts agreement by reason of severo 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 adrninistratjve authorities; er any other circumstances which are not within its reasonable control. 12. 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 centrectors. 13, SPECl,,4. PROVISIONS. The parties specifically agree that the following provisions modify tile preceding paragraphs: A. Paragraph 12 is deleted from this agreement. B. If · dispute arises out of or relates to Zhls agreement, the patties shall first try in good faith to resolve the dispute by mediation or other form of alternative dispute resolution. Nothing in this paragraph, or othervise, however. shaft limit the right of any party to seek judicial relief in a court of competent .iun~dicfion, when such party believes, in good faith. that alternative dispute resolub'on is inapproptfate or would be Al~'le. AFN: By: Title: Date: Legal Review: Date: 2 - ISP Cooperative Agreement (G:\pAUL~Telecornrnur~lcatlon,$%Forrns~jeffnet iSP k.wpdXS/g9)