HomeMy WebLinkAbout2002-059 ISP Agrmt - Jeffnet 06/25/02 13:16 8541 488 5311 CITY HALL-LEGAL ~002/002
. INTERNET
ashland J:iber network
Certified Internet Service Provider Cooperative Agreement
~PECIAJ. PROVISIONS ATrACHM£NT FOR ISP: JPR FOUNDATION INC., OBAJEFFNET
Special Provisions modifying the Certified Intemet Service Provider Cooperative
Agreement ("the Agreement") between AFN and ISP named above.
SP1, Indemnification Deletion. Paragraph 12 of the Agreement is deleted.
SP2. Attorney Fee Modification. Paragraph 13 of the Agreement is modified by
adding the following language:
If any leal action, including arbitration, is instituted to interpret or enfome any of
the terms of this agreement, the prevailing party shall be entitled to recover from
the other party all reasonable attorneys fees, including appellate costs, as
awarded by the arbitrating authority or courts before which the matter, including
appeals, is heard, tded or decided.
SP3. Notice Provisions. The word "notice" as used throughout the Agreement shall
mean written notice which shall be deemed to have been propedy given if mailed by
first-class U.S. mail, certified with return receipt requested, to the parties as follows:
AFN: ISP:
Director of Electdc Utilities Mr. Ronald Kramer, Executive Director
Ashland Fiber Network JPR Foundation Inc.
90 North Mountain Avenue 1250 Siskiyou Blvd.
Ashland OR 97520 Ashland OR 97520
With a copy (which shall not With a copy (which shall not
be deemed Notice) to: be deemed Notice) to'
Finance Director Mr. Jerry A. Jacobson
City of Ashland Jacobson Thierolf & Dickey PC
20 East Main Street Two North Oakdale St.
Ashland OR 97520 Medf0rd OR 97501
By signing below the parties acknowledge receipt of the Special Provisions and their
agreement with them.
ISP: AFN:
By:
Titl(~: ~o,, _o~, ,~r~. Title:
Date: L~./~./'~,~u ~ Date:
Legal Review: "//+ , Date: ,,u/,~-
I - Attachment - ISP Cooperative Agreement ~~AFN ISP k 2002 aEachment.wpdX6/02)
Certified Internet Service Provider Cooperative Agreement
Cooperative Agreement between the City of Ashland, by and through its
Department of Electric Utilities, Ashland Fiber Network Division ("AFN"), and
Internet Service Provider ("ISP") named below for the certification of ISP for afniNTERNET services on AFN's
to!n mm" nit- ntinne -votpm thmi inh itS fiber ontlc network ("the network").
ISP Name: Telephone:
JEFFNET 541-552-630
Billing Address: Fax: 541-552-8565
1250 Siskiyou Boulevard, Ashland OR 97520 Email: bechtolw@sou.edu
1. CERTIFICATION PROGRAM. AFN will designate IbP as a
certified internet service provider on the network. A list of
all certified internet service providers will be maintained
by AFN and provided to the public upon request. Only
certified intemet service providers will be listed.
2. COOPERATIVE ADVERTISING. AFN will pay one-half of
the cost of all eligible advertising of ISP, up to a
maximum 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 service, AFN and the network; that is
directed to Ashland residents and businesses and that
meets AFN's advertising and co-branding guidelines.
3. AFN SERVICE LEVELS.
3.1. BANDWIDTH. AFN will strive to maintain a
network availability of 100% at a average bandwidth of
1 Mbps upstream and 3 to 5 Mbps downstream.
3.2. INSTALLATION. AFN will install coaxial cable
from the network to the residence or business of ISP's
customer and install the interior wiring within the
residence or business to the location specified by the
customer for the cable modem connection.
3.3. SERVICE CHARGES. Service calls by AFN
requested by ISP shall be billed to ISP at AFN's
published service rates if it is determined that the
problem was not the fault or responsibility of AFN.
4. CERTIFICATION REQUIREMENTS FOR ISP. ISP agrees to
comply with the following requirements and procedures
in order to utilize the network as a certified internet
service provider.
4.1. 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 sale, lease/purchase, or
through third-party vendors or contractors, at ISP's
discretion.
4.2. ISP SERVICE LEVEL. ISP shall provide
internet 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 wiring of the customer's residence
or business for connection to ine neiworK 15 Instaiieu,
whichever date is later.
4.3. RATE PUBLICATION. ISP shall publish its
rates for internet connection in a manner that allows
accurate comparisons for like services from different
internet service providers. ISP shall notify AFN of its
rates and provide 30-day prior notice of any change in
such rates.
4.4. CO-BRANDING. 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
guidelines.
4.5 ACCEPTABLE USE POLICY. 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 acceptable 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 furnished by AFN upon request.
5. Term. This agreement supersedes all previous
agreements and shall be effective upon the date
executed by AFN and shall continue until July 1, 2003,
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 periods on the same terms and
conditions except for the connection rates specified in
paragraph 6.
6. 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 prior notice to ISP.
6.1. RESIDENTIAL. ISP shall pay AFN an amount
per month at the published rate, plus franchise fees, for
each residential internet account of ISP connected to the
network. A residential internet account is an account
limited to one dynamic IP address.
6.2. COMMERCIAL. For each commercial internet
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 and plus franchise fees. A commercial internet
1 - ISP Cooperative Agreement (p:telecommvorms\AFN ISP k 2002.doc)(5/99)
/ of c _
account is an account with a maximum of eight fixed IP
addresses
6.3. PAYMENT REPORT, DEPOSIT. All sums shall
be paid monthly by the 15`" 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. If ISP fails to pay amounts due by
the 151", 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.
7. RECORDS AND AUDIT REQUIREMENTS. ISP shall
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 reports or services directly pertinent to
this agreement. All required records must be maintained
by ISP for three years.
8. TERMINATION. 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 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 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 criminal litigation,
charges, or damages; or (c) would cause AFN to be
denied access or to lose services by AFN's internet
provider.
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 right
(a) to access through AFN any materials stored on the
internet, (b) to obtain any credits otherwise due to ISP,
and such credits shall be forfeited, or (c) to access third
party services, merchandise or information on the
internet through AFN. AFN shall have no 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
2 - ISP Cooperative Agreement (AFN ISP k 2002.doc)(5/02)
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. 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.
10. NO WARRANTIES. THERE ARE NO
WARRANTIES, EXPRESS OR IMPLIED, INCLUDING
BUT NOT LIMITED TO WARRANTIES 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. 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.
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
contractors.
13. 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 yexpen together reasonable atto rney
fees, suit cti n is filed.
14. SN . + ached + not attached
ISP: Title: M Date:6 2-/ 1 ev
AFN: By:
Title: Date: ?1 e Z
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