Loading...
HomeMy WebLinkAbout2004-177 Agrmt - Rio CommunicationMaster Service Agreement i ii i ii I ii i i Company Name Ashland Fiber netWork Date 07101/2,1:104 i i Address 20 E Main Street Due Date " 97520 ...... Ashland, OR Term Main Telephone Number Sales None ' : ........ : ............ ~1 ::::.,.~.~ ...... ,.:E:::::::: ........ :::il :.,~.<,,~.n~.:l.-'::::: ........ : ....... ::: ::;a;:':~: .............. :-:--;::::::.--':~ ............. -~-~ ........... : :::::-:-~::--:::::::: ........ :::::::::::::::::::::::::::::::::: ..... ::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::: ...... :::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::: ~r:-{~..::: ::i~ii:.G..'.P~. i.ii!~ii ii::iF:i~ii!-:i:'i Premium Local Service (includes Extended Area Service) Calling Features ($3.50 each additional) Notes: ~ Hunting ~ 3-Way Conferencing ~ Call Transfer ~ Call Waiting ~ Call Pickup ~ Call Forwarding ~ Distinctive Ring ~ Automatic Callback ~ Speed Calling ~ Caller ID Rack space $318.00 1 $3113.00 Loop Charge $115.0{3 I $1115.00 Power $35.013 I $3!5.00 DID (Direct Inward Dial) Numbers Authorization I Account I Project Codes 1+ Interstate/Intrastate Long Distance 800 Toll Free service (authorization form required) International Long Distance ~Rio Communications Domestic Travel Card ~ii::~i~i::i::~:::::~i~iii::ii::::i~i::iiiii::iiii?~i~!i~:~iiii::~:~:~i::::i~::::iiii.~::::ii:~iiiiiiiiiiii~:::i::::::::::i::i::ii::::ii::i::iiiii!iiiii iii::ii .......... !::::ii:: ::ii ......... i ............ !i !i::i::!ii!i::ii~!::i::iii::~i iiiii .............. Data Service Selection Voice I Data Packages Flex T, Speed 256K/sec Vinabox Dialup :.:. :.:.:.:. :.:.:-:-:.:~:.:.:-:.:.:-:-:. :.:-:-:.:.:-:. :.:.:.:.:-:-:.:-:-:-:-:.:.:-:-:-:-:.:.:-:.:..-:-:-:.;-:-:-:.:.:-:-:-:...:-:-:-:~ :.:-:.:..-:-.-:.:.:-:.:.:.:-:.:.:-:-:.:.:-:-:.:.:.:-:.:.:.:.:.:-:.:. ::: :: :::: :::::: :: :::::: ::: :;: ::: ::: :: :: :::: :: :::: ::: ::::: ::: :; ::: ::;::: ;::::: ::;:::;:::: ::: :::::: ;:: ::: :: :: :::: ::: :::::;::: :::::::: :::::: ::: ::: :: ::: ::: ::: ::::;: ::::: ::: ::: :: ::: ::: ::: ::: :: ::: ::: ;:: :; :;:: ' ' '" :-::.::.' ' :~::.' ':~ ...... ""' :'"':~ :":-::-"::.: ::?'~:~:~:: ::-":~:~:~::.: :: :-: :'" :"::-::': :': }: ~:::'--:~ :?::': :~::.: :-: ':: ~: }:~: ~:': :~ :~: ?: :~: ':: ?:::-: ?.'::' ::-:~: ~:~: ~:~: :': ~: ~:~ :'.'::.:~ :?:: ?: :~:~:~:i: ii i i ii i i i i i i i i i i i i i i i i1 i i i i ii i i i i i i i This Agreement including: the Terms and Conditions on the reverse hereof and any schedules or attachments hereto, constitute a binding between Rio Communications, Inc. and Customer and supercedes all prior or contemporaneous agreements, understandings or represe relating to the subject matter contained herein. Customer acknowledges that Customer has read and understands this Agreement and a~ bound by all of the terms and conditions hereof. Customer Acceptance: _zd/~'~ Print Name: Kc. ~-~_.~'~'~,-----. Date: 2360 NE Stephens Street- Roseburg, OR 97470- (541) 440-1447 · fax (541) 492-1447. http:l/www, rio.cc TERMS AND CONDITIONS 1. Services. Rio Communications, Inc. agrees to provide to Customer and Customer agrees to procure from Rio Communications, Inc. certain communication services to be described in this Agreement ("servaces'). Customer agrees to purchase the Services for the Contract Term as set forth in this Agreement. Subject to the earlier termination provisions set forth herein, at the end of the Contract Term, this Agreement will automatically continue on a month-to-month basis until terminated by either party upon 30 days whtten notice ("Renewal Term(s)"). 2. Rates and Charges. Rates and charges wilkl be set fomh on the front of this Agreement and will commence on the Installation Date. Any monthly recurring charges ("MRC") will be billed in advance each month. Any Nonreeurnng charges ("NRC") will be billed on the first invoice after the Installation Date, or if the NRC are incurred after the Installation Date, such charges will be billed on the next invoice thereafter. Rio Communications, lnc. may adjust the rates and charges for the Renewal Terms upon written notice provided at least 90 days prior to the end of the Contract Term or any Renewal Term hereof Payments are due 30 days after invoice. Rio Communications, Inc. may assess a late fee of I ½% per month (not to exceed the maximum rate allowed under state law) on all balances not paid when due. Rio Communications, Inc. has the option to suspend services until payment is m~:le. Termination of Services may follow. All payments hereunder will be in U.S. dollars. Customer is responsible for payment of any and all federal, state and local taxes, charges or surcharges imposed on or based upon the provision, sale or use of Rio Communications, Inc.'s services (excluding taxes based upon Rio Communications, Inc.'s income). Rio Communications, Inc. will collect all such taxes, charges, and surcharges unless Customer provides Rio Communication:s, Inc. for any and all costs, claims, taxes, charges, and surcharges levied against Rio Communic~ions, Inc. relative to such exempt status. Customer is responsible for maintaining and keeping all internal wiring on their premises in acceptable working condition. 3. TariffApplication. Customer acknowledges that the Services may be subject, in whole or in part, to one or more provisions &state or federal tariffs which may be or fried by Rio Communicat~ous, Inc. In the event of any conflict between any provision of the Agreement and any provision of such tariff, the provision of such tariffwilt control. This Agreement and the Services will be subject to such modifications as may be required or authorized by any regulatory agency in the exercise of its lawful jurisdiction. 4. Compliance with Law. This Agreement is Subject to all applicable federal, state and local laws, and regulations, rulings, orders, and other actions of governmental agencies ("Rules"), and the obtaining and continuance of any required approvals, authorizations, or tariffs filed with the FCC or any other gnvemmental agency. Rio Communications, Inc. will use its good faith reasonable efforts to obtain, retain, and maintaha such approvals and authorizations. If any such Rule adversely affects the Services or requires Rio Communications, Inc. to provide Services other than in accordance with the terms of this Agreement, either party may, without liability to the other party, terminate the affected Services upon 30 days prior written notice to the other party. In performing their obligations under this Agreement, the parties will comply with all applicable federal, state and local taws, regulatiuns, rules and orders. 5. Maintenane~ and Upgrade of Facilities. Rio Communications, Inc. will maintain its facilities and equipment used to provide the Services at no additional charge, except where work or senace calls result from failure or malfunction in, or improper operation of, Customer's facilities and/or equipment. In such event, Customer will reimburse Rio Communications, Inc. for the reasonable cost of the required maintenance at Rio Communications, Inc.'s standard time and material rate plus any taxes imposed upon Rio Communications, Inc. related to such maintenance. Rio Communications, Inc, reserves the right to suspend service, not during regular business hours, for scheduled maintenance or planned enhancements or upgrades to Rio Communications, Inc.'s network with at least Cg hours' notice to and approval by Customer. After at least 48 hours' notice, Customer will grant Rio Communications, Inc. or cooperate with Rio Communications, Inc. in obtaining reasonable access to its premises for the installation, operaUon, removal, repak and maintenance office facilities and equipment for the services hereunder, Rio Communications, Inc. understands and agrees that access will never be allowed during an event in Customer' facilities. 6. Limited Warranty. Rio Communications, Inc. will use reasonable efforts, according to industry standards to provide Services on a 24-hour-a-day, 7-day-per-week basis. Rio Communications, Inc. does not warrant that Services will be provided without interruption. In case of a Services interruption of more than 12 hours caused by Rio Communications, Inc., Rio Communications, Inc. will credit Customer with Rio Communications, Inc.'s service charge for the Period during which the Serv~ces were interrupted. Such credit will not be given for Services interruption caused by Customer or by activities or facihties furnished by Customer or third parties. Rio Communications, Inc. will not be held responsible for servtce issues due to faulty internal wiring. RIO COMMUNICATIONS, INC. MAKES THIS WARRANTY IN LIEU OF ALL OTHER WARRANTIES AND MAKES NO OTHER WARRANTY' OR REPRESENTATION, EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. 7, Limited Liability. Rio Communications, Inc.'s liability and the exclusive remedy of Customer for damages associated with the installation, provision, termination, maintenance, repair or restoration of Services, will be solely limited to an amount no greater than Customer's actual damages provided, however, that INNO EVENT WILL ErlldER PAWI¥ BE LIABLE TO THE OTHER FOR LOSS OF USE, INCOME OR PROFITS, OR ANY OTHER SPECIAL, INCIDENTAL OR CONSEQUENTIAL LOSSES. Nothing in this Agreement, express or m¥1ied, is intended to confer upon any party other than the parties hereto, any right, remedy, obligation or liability under or by reason of this Agreement, except as expressly provide in this Agreement. The provisions of this Paragraph 7 will survive the termination of this Agrce~nent and any Sales Order(s) issued hereunder. 8. Indemnification. Rio Communications, Inc. and Customer will indemnify, hold harmless, and defend the other, its officers, directors, affiliated companies, employees, agents and subcontractors from liabilities, claims or damages arming out of personal injury or death or damage to property to the extent caused by the indemnifying party's breach of any representation, warranty, term or provision herein or to the extent caused by the acts or omissions of such party, ils employees, agents or subcontractors in its performance hereunder. The provisions of this Paragraph 8 will surV~e the termination of Sermces hereunder. 9. Confidentiality. The parties may have access to certain information, the ownership and confidential status of which is highly important to the other party is treated or designated by one of the parties as confidential (herein referred to as "Confidential Information"). Neither party will disclose the other party's Confidential Information, directly or indirectly under any circumstances, to any third person without the express written consent of the other party, and neither party will copy transmit, reproduce, summanze, quote, or make commercial or offter use whatsoever of the other party's Confidential Information, except as may be necessary to perform its duties hereunder. Each party will exercise the highest degree of care in safeguarding the other party's Confidential Information against loss, theft, or other inadvertent disclosure and take all steps necessary to maintain such confidentiality. The provisions of this Paragraph 9 will survive the termination of this Agreement. 10. Termination. Either party may terminate this Agreement upon 30 days written notice to the other party. Upon early termination for any reason, other than breach ~ Rio Communications, Inc,, Customer will immediately reimburse Rio Communications, Inc. any and all installation VaUv~rs and all rates and charges actually incurred up to the date of termination will become immediately due and payable by Customer to Rio Communications, Inc. 11. Force Majeure. In the event that either party's performance is delayed, prevented, or inhibited because of any Act of God, fire, casualty, delay or disruption in transpmtanon, flood, war, strike, lockout, epidemic, destruction or shut-down of facilities, shortage or curtailment, not, resurrection, governmental acts or directives, or any cause beyond such party's reasonable control, the party's performance will be excused. The occurrence of such an event will not constitute grounds for a declaration ofdefanlt by either party hereunder. 12. Geaeral. Neither party may assign its obligations hereunder without the prior wrilten consent of the other such consent will not be unreasonably withheld. Any amendment must be in whting and signed by the parties hereto. The failure of either party to insist upon the performance of any provision or to exercise any right granted hereunder, will not be construed as a waiver of such provision(s), and the same will continue in full force. If any provision hereof is held to be invalid, void, or unenforceable, the remainder of the provisions will nevertheless remain unimPatred and in effect. The various rights and remedies given to or reserved by either pa~ty herein or allowed by law, are cumulative, and no delay or omission to exercise any of its rights will be construed as a Wmver of any default or acquiescence, nor will any waiver of any breach or any provision be considered a condonement or any continuing or subsequent breach the same provision. This Agreement will be governed by and interpreted in accordance with the laws for the State wl~ere the Services are to be provided. Customer Initial: CITY OF ASHLAND 20 E MAIN ST. ASHLAND, OR 97520 (541 ) 488-5300 CITY RECORDER'S COPY I".'" DATE' '. I 8/5/2004 Page 1 / 1 PO NUMBER 05314 VENDOR: 005513 RIO COMMUNICATIONS INC 600 SW COLUMBIA AVENUE STE 621 BEND, OR 97702 SHIP TO: Ashland Fiber Network (541 ) 488-5354 90 N. MOUNTAIN ASHLAND, OR 97520 FOB Point: Terms: Net Req. Del. Date: Special Inst: Req. No.: Dept.: ELECTRIC Contact: Dick Wanderscheid Confirming? No 12.00 Mo .... Master service.., agreement to..rent· space 468.00 5,616.00 · '".' 'i";'.. ':":~..':: .... ': .'.: .... in ··Ri·o's ·rack in. the QweSt.central." " ..... :. · · · office in Medford. See attached master ':':.:.'..'.:.:':?' :'.':'...".:...'.'.'.'.'...:i: i..: :·agreement dated'O7t0il2004 .... ...::.'. . · . · ... · .. . . . · ..." .." .." :..'.".'::..:.:;:.? :'¥.: ....== ~.:....: ::... :. ::?:':..:.,.......=.¥.:'::.;.:'.:.. = ...."". l'..2...:m0n.th.S. @':':$4.68,.0.01pe'r. m'Onth'. . . .. .... . ':. :. ..... . . .... .: .... ..'' :.:...:....... ... =':. . ... .. · Back space $318 ... · .' '..::';'.:.:'.'=..:.':::::.;'~:"::':i ./.'..;.:i'...:. '.. "LOo'p'charge'$.l.l. 5.."' · ..... . ... · .... . ... ".'..... Power $35 .. .. ..... . '....' ... .. ::: · ' ''" "'' ' · ;'"'.."'.::' .'.' :'. =.'.:i. '...'. :' .. : " : . .":. . :' · ':.:" .. . '' " " '.'.... :.' ....'.... . SUBTOTAL 5,616.00 BILL TO: Account Payable TAX 0.00 20 EAST MAIN ST FREIGHT 0.00 541-552-2028 TOTAL 5,616.0© ASHLAND, OR 97520 Account Number Amount Account Number AmOunt E 691.11.46.00.601400 5,616.00 , , . Authorized Signature VENDOR COPY REQUISITION FORM THIS REQUEST IS A: I--I Change Order(existing PO # .~ CITY OF - SHLAND Vendor Name: Address: City, State, Zip: Phone: Fax Number Deliver Location Services Only De~¢ription To~al alt ~ Exempt ~ 3Written Quotes (copies attached) ~Sole Source ~ Invitation 'to'Bid (copies on file) ~ Less than ~ Request for $5000 Proposal (copies on file) Account Number6 ~/- / (- _/-/.~-6 o- [~ <? / 900 *Please attach the Original signed contract and Insurance certificate. Materials Only Item # Quantity Unit Description Unit Cost Total Cost Account Number__ - - *Please attach the quotes. - /, Employee Signature: /~" "/',',¢~'"'~"; Supervisor/Dept. Head Signature: '~ NOTE: By signing this requiSition form, I certify that the above request meets the City of Ashland Solicitation Process requirerr)~n'ts and can be provided when necessary. / G:Finance\Procedure~AP\Forms\8_Requisition form.doc Updated on:07/15/02