HomeMy WebLinkAbout2004-196 ISP Agrmt - JeffnetAFN Internet
ashland fiber network
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 afn internet Services on AFN's telecommunications system through its fiber optic
network ("the network").
ISP Name: JPR Foundation, Inc. DBA Jeffnet
Telephone: 541-552-6301
Billing Address: 301 N.E. 6th Street Grants Pass, OR 97526
Fax/Email: 541-552-8565 christim@sou.edu
1. CERTIFICATION PROGRAM. AFN will designate ISP 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 internet service providers will be listed.
2, GOLD SERVICE STANDARD. AFN may make available a
premium "Gold Standard" provider designation. Criteria
for receiving the Gold Standard designation will be
provided by AFN, and may, in AFN's sole discretion be
periodically amended. Providers desiring the Gold
Standard designation must provide evidence satisfactory
to AFN that they meet the minimum customer service
criteria levels for receiving the designation. AFN, in its
sole discretion shall determine whether a provider meets
the Gold Standard criteria. Providers may not advertise
that they are a Gold Standard service provider without
express authorization from AFN. AFN may offer special
incentive and advertising programs to providers qualifying
for and receiving the Gold Standard provider designation.
AFN may, by written notice to ISP, revoke the Gold
Standard designation from any ISP which fails to maintain
minimum service level standards for the designation.
3. COOPERATIVE ADVERTISING. AFN will annually publish a
Cooperative Advertising Policy. Pursuant to the terms of
the Cooperative Advertising Policy, AFN will pay up to
75% 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 internet
service, AFN and the network; that is directed to Ashland
residents and businesses and that meets AFN's
Cooperative Advertising Policy. The level of AFN's
participation in provider's advertising cost will be
determined by the provider's performance of factors set
forth in AFN's Cooperative Advertising Policy.
4. AFN SERVICE LEVELS.
4.'1. BANDWIDTH. AFN will strive to maintain a
network availability of 100% at an average bandwidth of
1Mbps upstream and 3 to 5 Mbps downstream.
4.2. 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.
4.3. 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.
5. 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.
5.1. 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 cablle 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.
5.2. ISP SERVICE LEVEL. ISP shall provide internet
services to all Ashland residents or businesses who
request service and who otherwiise meet the hardware
and credit or payment requirernents 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 the network is installed, whichever date is
later.
5.3. 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.
5.4, CO-BRANDING. All publicity and advertising by
ISP for internet access utilizing the network shall indicate
the integral relationship between ISP and AFN and comply
with the requirements of AFN's co-ibranding guidelines.
5.5 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.
5.6 Direct Mailing. ISP shall direct mail its
customers, either through flyers sent via the United States
Postal Service, or through email, such advertisements as
AFN provides. AFN agrees to provide no more than 12
advertisements for direct mailing per year.
1 - ISP Cooperative Agreement (G:\legal\PAUL\telecommunications\Forms~FN ISP k 2004.doc)(5/02)
6. Term. This agreement supercedes all previous
agreements and shall be effective upon the date executed
by AFN and shall continue until July 1, 2005, 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 7.
7. 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.
7.1. RESIDENTIAL. ISP shall pay AFN an amount
per month at the published rate for each residential
internet account of ISP connected to the network. A
residential internet account is an account limited to one
dynamic IP address.
7.2. 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. A commercial internet account is an account with
a maximum of eight fixed IP addresses.
7.3. 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. Beginning January 1, 2005, the minimum monthly
rate for an ISP shall be the equivalent of the amount for a
residential internet account times twenty. If ISP fails to
pay amounts due by the 15th, 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.
8. RECORDS AND AUDIT REQUIREMENTS. ISP shall maintain
a current customer list, including address, phone number
and email address for each subscriber. ISP shall also
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 customer list, reports or services directly
pertinent to this agreement. All required records must be
maintained by ISP for three years. No more frequently
than once per month, ISP shall provide AFN a current
customer list within 15 days of AFN's written request for
such. AFN agrees to keep all ISP's records confidential to
the extent permitted by law.
9. 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 witl~in 30 days notice by
AFN.
9.1. 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.
9.2. 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 inforrnation on the internet
through AFN. AFN shall have no responsibility to notify
any third-party providers of services, merchandise or
information of any discontinua~nce of any services
pursuant to this paragraph, nor any responsibility for any
consequences resulting from lack of such notification
9.3. 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.
9.4. If AFN terminates this agreement for cause,
or if ISP terminates this agreement without cause, without
further notice to ISP, AFN may, in its sole discretion,
absorb ISP's customers into AFN's system or may sell
ISP's customer list to another ISP. Any proceeds received
by AFN for the sale of the customer list, shall be
considered liquidated damages for the costs AFN incurs in
promoting and consummating the sale and transfer of the
customers to another provider.
10. ASSIGNMENT OR TRANSFER. IS;P shall not sell, assign,
or in any other manner transfer its rights under this
agreement or any interest of ISP in this agreement without
the prior consent of AFN, which consent shall not be
unreasonably withheld or delayed.
11. 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.
11. NO WARRANTIES. THERE ARE NO WARRANTIES,
EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED
TO WARRANTIES OF MERCHANTABILITY AND
2 - ISP Cooperative Agreement (G:\legal\PAUL\telecommunications\Forms~FN ISP k 2004.doc)(5/02)
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.
12. 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.
13. 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.
14. 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 tholJ~ no suit or. aC!i~s filed.
15. SPEC~~~_~q~te'6hed c not attached
ISP: B~: · ~ . _. ---~_...~
Title: ~×ecul::[.ve DJ_~'ecl:o~' Date: 8/24/04
Dat :
3 - ISP Cooperative Agreement (G:\legal\PAUL\telecommunications\Forms~FN ISP k 2004.doc)(5/02)
ashland j iber network
o. fnINTERNET
Addendum to Certified Internet Service Provider 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
afrlINTERNETServices on AFN's telecommunications system through its fiber optic network ("the network").
ISP Name: JPR Foundation, Inc. DBA Jeffnet
Billing Address:
301 N.E. 6th Street, Grants Pass,OR 97526
.
Since ISP is a nonprofit entity that does not
provide commercial advertising to its
subscribers, the provisions of paragraph 5.6
Direct Mailing shall not apply.
Paragraph 8. Records and Audit
Telephone: 541/5:52-6301
Fax: 541/ 55:2-8565
Email:. christim@sou, edu
list, shall be considered liquidated damages
for the costs AFN incurs in promoting and
consummating the sale of the customer list to
another ISP and the subsequent transfer of
the accounts of customers electing to switch
.
Requirements shall be amended to read: "8.
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 customer list,
reports or services directly pertinent to this
agreement. All required records must be
maintained by ISP for three years. ISP shall
also maintain a current customer list, including
name, address, telephone number, and email
address for each subscriber. Upon condition
that all of the customer information provided
to AFN by ISP will be kept confidential, ISP
shall provide AFN, no more frequently than
once per month, a current customer list, within
15 days of AFN's written request for such.
AFN agrees to keep all of ISP's records and
customer information confidential, except as
required by law and after at least ten days
prior notice to ISP. AFN further agrees not to
publish disseminate or sell JPRF's customer
list, but to use said customer list solely for the
limited purpose of contacting JPRF's
customers, in the event AFN elects to
terminate this Agreement for JPRF's breach,
to notify the subscribers of the impending
termination of JPRF as a certified ISP on the
network and to allow the customers a
reasonable opportunity to switch to another
certified ISP without an interruption in
service."
Paragraph 9.4 shall be amended to read:
9.4 If AFN terminates this agreement for
cause, or if ISP terminates this agreement
without cause, without further notice to ISP,
AFN may, in its sole discretion sell ISP's
customer list to another ISP. Any proceeds
received by AFN for the sale of the customer
to sU~J~ provider:,.,,, ........ ~ ...........
ISP: By: .,~'~--'--"----~.. ......
Title: 't~×ec. ut£ve ,]:)iregtor . .Date: 8/24/04
AFN: By:~=,.~~ / /
1 - Addendum to ISP Cooperative Agreement
(G:\legal\PAUL\telecommunications\Forms~AFN ISP k 2004 - Jeffnet Addendum.doc)(5/02)