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Home My WebLink About2002-060 ISP Agrmt-Ash Home Net 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 a/I~INTERIVET services on AFN's telecommunications system through its fiber optic network ("the network"). ISP Name: Ashland Home Net J Fax: /-5'~-/- ~---I~ zO ' Billing Address: ,_~C).~ 1. CERTIFICATION PROGRAM. AFN will desi{;Inate ISP as a when the necessary widng of the customer's residence certified internet service provider on the network. A list or business for connection to the network is installed, of all certified internet service providers will be whichever date is later. maintained by AFN and provided to the public upon 4.3. RATE PUBLICATION. ISP shall publish its request. Only certified intemet service providers will be rates for intemet connection in a manner that allows listed, accurate comparisons for like services from different 2. COOPERATIVE ADVERTISING. AFN will pay one-half of internet service providers. ISP shall notify AFN of its the cost of all eligible advertising of ISP, up to a rates and provide 30-day prior notice of any change in maximum of $3,000 per year, figured at the lowest net such rates. rates charged by the advertiser to IBP. Eligible 4.4. CO-BRANDING. All publicity and advertising advertising is advertising that is devoted to promoting by ISP for intemet access utilizing the network shall ISP's internet service, AFN and the network; that is indicate the integral relationship between ISP and AFN directed to Ashland residents and businesses and that and comply with the requirements of AFN's co-branding meets AFN's advertising and co-branding guidelines, guidelines. 3. AFN SERVICE LEVELS. 4.5 ACCEPTABLE USE POLICY. ISP shall comply 3.1. BANDWIDTH. AFN will strive to maintain a with AFN's acceptable use policies. These policies apply network availability of 100% at a average bandwidth of to ISP and to any other person, organization or entity 1Mbps upstream and 3 to 5 Mbps downstream, using ISP's services. The acceptable use policies are 3.2. INSTALLATION. AFN will install coaxial cable subject to change at any time by AFN acting in its sole from the network to the residence or business of ISP's discretion, and all such changes shall be binding upon customer and install the intedor wiring within the ISP upon written notice to ISP by AFN. Copies of such residence or business to the location specified by the policies will be furnished by AFN upon request. customer for the cable modem connection. 5. Term. This agreement supercedes all previous 3.3. SERVICE CHARGES. Service calls by AFN agreements and shall be effective upon the date requested by ISP shall be billed to ISP at AFN's executed by AFN and shall continue until July 1, 2003, published service rates if it is determined that the unless sooner terminated as provided in this agreement. problem was not the fault or responsibility of AFN. In the event written notice is not given by either party to 4. CERTIFICATION REQUIREMENTS FOR ISP. ISP agrees to terminate this agreement at least 30 days prior to the comply with the following requirements and procedures termination date, this agreement shall be extended for in order to utilize the network as a certified intemet successive one year periods on the same terms and service provider, conditions except for the connection rates specified in 4.1. REQUIRED MODEMS. ISP shall use only those paragraph 6. cable modems which meet AFN's cable modem 6. PAYMENT. Amounts required to be paid under this specifications for use on the network. ISP shall be paragraph shall be established by AFN by periodic responsible for supplying the cable modem necessary to publication of rates. Rates may be changed by AFN connect its customer to the network. ISP may supply the upon 45 days prior notice to ISP. device through leasing, direct sale, lease/purchase, or 6.1. RESIDENTIAL. ISP shall pay AFN an amount through third-party vendors or contractors, at ISP's per month at the published rate, plus franchise fees, for discretion, each residential intemet account of ISP connected to 4.2. ISP SERVICE LEVEL. ISP shall provide the network. A residential intemet account is an account intemet services to all Ashland residents or businesses limited to one dynamic IP address. who request service and who otherwise meet the 6.2. COMMERCIAL. For each commercial intemet hardware and credit or payment requirements of ISP. account of ISP connected to the network, ISP shall pay ISP will connect customers within ten business days AFN an amount per month, at the published rate, for a from the date the customer requests service and single IP address plus an amount for each additional otherwise meets the requirements of ISP for service, or address and plus franchise fees. A commercial internet 1 - ISP Cooperative Agreement (p:telecomm\forrnsV~J=N ISP k 2002.doc)(5/99) 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 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. If ISP fails to pay amounts due by the 15t1i, 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 intemet 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 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 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 2 - ISP Cooperative Agreement (AFN ISP k 2002.doc)(5102) 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. 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 and expenses together with reasonable attorney fees, even though no suit or action is filed. 14. SPECIAL PROVISIONS. Id/ ISP: By: Nf )cr Pa-6 6- Q61' - 3 Title: & e: AFN: By: A(f ? a ?a ?- Title: fwy-A-?- Date: Legal Review: Date: -7131 r]v 3 - ISP Cooperative Agreement (AFN ISP k 2002.doc)(5r02)