HomeMy WebLinkAbout2007-075 AFN Agrmt - Hunter Communications
. ash/and fiber ndwo~ ~!~ ~~~~::~v:r Coo~rative Agreement
Cooperative Agreement between the City of Ashland, by and through its,
Ashland Fiber Network Department ("AFN"), and Voice Over Internet Protocol Service Provider ("VOISP") named below
for the certification of Voice Over Internet Protocol ("VOIP") for afn/VOIPservices on AFN's telecommunications system
throu h its fiber 0 tic network "the network" .
VOISP Name: Hunter Communications Telephone: 541-772-9282
Billing Address:
801 Enter rise Dr., Ste 101, Central Point, OR 97502
1. CERTIFICATION PROGRAM. AFN will designate VOISP as
a certified voice over internet protocol service provider on
the network. A list of all certified VOISPs will be
maintained by AFN and provided to the public upon
request. Only certified VOISPs will be listed.
2. AFN SERVICE LEVELS.
2.1. INSTAllATION. AFN will provide an installation
consultant, at rates set forth in the attached rate table, for
installations to business customers only. VOISP will be
responsible for the installation and service of VOISP's
customers and shall install any necessary interior wiring or
equipment within the customer's residence or business to
the location specified by the customer. If the customer
needs a connection installed to the AFN network, AFN
agrees to install that connection at the customary rate for
internet connections.
2.2. SERVICE CHARGES. AFN does not plan on
providing service calls to service the VOIP equipment.
Any service calls by AFN requested by VOISP shall be
billed to VOISP at AFN's published service rates.
3. CERTIFICATION REQUIREMENTS FOR VOISP. VOISP
agrees to comply with the following requirements and
procedures in order to utilize the network as a certified
internet service provider.
3.1. REQUIRED EQUIPMENT. VOISP shall use only
such equipment as shall be compatible, in AFN's sole
discretion, with use on the AFN network. VOISP shall be
responsible for supplying all equipment necessary to
connect its customer to the network. VOISP may supply
the device through leasing, direct sale, lease/purchase, or
through third-party vendors or contractors, at VOISP's
discretion.
3.2. VOISP SERVICE LEVEL. VOISP shall provide
VOIP services to all Ashland residents or businesses who
are AFN customers, who request service and who
otherwise meet the hardware and credit or payment
requirements of VOISP. VOISP will connect customers
within ten business days from the date the customer
requests service and otherwise meets the requirements of
VOISP 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. VOISP will
respond to all customer complaints within one business
day of the date the complaint is submitted and shall
provide a reasonable solution to all valid complaints in a
timely fashion.
1 - VOIP Cooperative Agreement
Contract Hunter Communications.doc)(5/02)
Fax: 541-772-4805
Email: rancoreds.net
3.3. RATE PUBLICATION. VOISP shall publish its
rates for VOIP service in a manner that allows accurate
comparisons for like services from different VOIP
providers. VOISP shall notify AFN of its rates and provide
30-day prior notice of any change in such rates.
3.4. CO-BRANDING. All publicity and advertising by
VOISP for service utilizing the AFN network shall indicate
the integral relationship between VOISP and AFN and
comply with the requirements of AFN's co-branding
guidelines.
3.5 ACCEPTABLE USE POLICY. VOISP shall comply
with AFN's acceptable use policies. These policies apply
to VOISP and to any other person, organization or entity
using VOISP'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
VOISP upon written notice to VOISP by AFN. Copies of
such policies will be furnished by AFN upon request.
4. Term. This agreement supercedes all previous
agreements and shall be effective upon the date executed
by AFN and shall continue until July 1, 2007, 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 60 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 5.
5. PAYMENT. Rates established hereunder shall be valid
for one year unless otherwise adjusted after AFN has
provide VOISP with 90 days prior written notice.
5.1. RESIDENTIAL. VOISP shall pay AFN at the rate
of $7.00 per line per month for each residential voice over
internet protocol line of VOIP connected to the network.
5.2. COMMERCIAL. For each commercial VOIP line
connected to the network, VOISP shall pay AFN $6.00 per
month, per line for the first two VOIP lines and an
additional $2.50 per month for each line thereafter.
5.3. PAYMENT REPORT, DEPOSIT. All sums shall
be paid monthly by the 15th of the month for all of VOISP's
accounts connected to the network in the previous month
and for all service charges. For those VOIP customers
that were active less than a full month, the VOISP will pay
a prorated amount based on the number of days the
customer account was active. Partial months shall be
prorated based on the number of days connected divided
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by a 30 day average month. If VOISP fails to pay
amounts due by the 15th, VOISP agrees to pay a 10% late
charge on the unpaid balance plus interest of 1 %% per
month on such balance. AFN may require VOISP 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 VOISP under this agreement.
5.4. Oregon Universal Fund. VOISP is solely
responsible for any required reporting to the Public Utility
Commission and payment of the Oregon Universal Fund
fees. If VOISP fails to pay required fees, AFN shall have
the right, but shall not be required to, step in and pay
required fees. In the event that AFN pays such fees, AFN
may bill VOISP for the actual costs incurred plus fifteen
percent. VOISP shall pay such bill no later than 10 days
from the date of such Bill.
6. RECORDS AND AUDIT REQUIREMENTS. VOISP shall
maintain a current customer list, including address, phone
number, MAC address and email address for each
subscriber. VOISP shall also maintain fiscal records on a
current, monthly basis to support its reports to City and the
Public Utility Commission (PUC) 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
VOISP regarding its customer list, reports or services
directly pertinent to this agreement. All required records
must be maintained by VOISP for three years. VOIP
shall provide AFN a monthly electronic download of its
current customer list for customers within Ashland,
including address, phone number, MAC address, email
address and dates connected for each subscriber. AFN
agrees to keep all VOISP's records confidential to the
extent permitted by law.
7. Right to Perform. If VOISP fails to provide responsive
customer service within the time frames set forth in this
agreement, AFN shall have the right, but shall not be
required to, step in and perform necessary service to meet
the customer needs. In the event AFN provides such
service in response to VOISP default, AFN may bill VOISP
for the actual costs incurred plus fifteen percent. VOISP
shall pay such bill no later than 10 days from the date of
such Bill.
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 VOISP or
VOISP's inability to meet obligations when due; or failure
of VOISP 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 VOISP access to the network
and cease to provide all or part of any services described
2 - VOIP Cooperative Agreement
Communications.doc)(5/02)
in this agreement without notice if VOISP (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 bandwidth provider.
8.2. If AFN ceases to provide or denies VOISP
access to the network pursuant to this paragraph, neither
VOISP nor any of its customers shall have any right (a) to
access the network through AFN (b) to access any
materials, including voice or data messages, stored on the
network, (c) to obtain any credits otherwise due to VOISP,
and such credits shall be forfeited, or (d) to access third
party services, including but not limited to, security
services, emergency services or any other service utilizing
an automatic dialer. 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
8.3. If AFN terminates this agreement for cause,
or if VOISP terminates this agreement without cause,
VOISP 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.
8.4. If AFN terminates this agreement for cause,
or if VOISP terminates this agreement without cause in
such a manner that its customers will be left without
service, without further notice to VOISP, AFN may, in its
sole discretion, absorb VOISP's customers into AFN's
system or may sell VOISP's customer list to another
VOIP. 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.
9. ASSIGNMENT OR TRANSFER. This agreement is
unassignable and not transferable. VOISP shall not sell,
assign, or in any other manner transfer its rights under this
agreement or any interest of VOISP in this agreement.
10. Limitation of Liability. AFN SHALL NOT BE LIABLE
TO VOISP 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
FITNESS FOR A PARTICULAR PURPOSE OR FOR
ANY INFORMATION, SERVICE OR MERCHANDISE
PROVIDED THROUGH THE NETWORK, OR ANY
TRANSACTIONS CONDUCTED ON THE NETWORK.
VOISP UNDERSTANDS AND AGREES FURTHER THAT
THE INTERNET CONTAINS VIRUSES, WORMS,
TROJAN HORSES AND OTHER HARMFUL
COMPONENTS. VOISP AND VOISP'S CUSTOMERS
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ACCESS SUCH COMPONENTS AND MATERIALS AT
VOISP'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. VOISP 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 VOISP and its officers,
agents, employees and independent contractors. AFN, to
the extent of the Oregon Tort Claims limitations set forth in
ORS 30.265, et seq. shall hold harmless, defend and
indemnify VOISP, its officials, officers, employees and
agents, from all claims, damages, losses, liability and
expenses arising from the negligent or other tortious acts
or omissions of AFN 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 though no suit or action is filed.
15. SPECIAL PROVISIONS. G attached G not attached
VOISP: BY:,!w 4:-::.
Title:Pr-~~, d"'"'"f I Cu Date: o 'f) '/UkJ 7
Title: C." if/ 16/;)-o~7
AFN:By: ~ ~,
Title:1o"tM/r-lv ,8/~ate: $If~ZerU/
3 - VOIP Cooperative Agreement
Communications.doc)(5/02)
(G:\Iegal\PAUL\telecommunications\Forms\AFN VOIP Contract Hunter