HomeMy WebLinkAbout2007-281 ISP Agrmt - Hunter Communications
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ashland fiber network
Internet Service Provider Cooperative Agreement
Cooperative Agreement between the City of Ashland, by and through its,
Ashland Fiber Network Department rAFN-), and Intemet Service Provider (-ISPj named below for the certification of ISP
for afn INTERNETservices on AFN's telecommunications system through its fiber optic network ("the network-).
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1. CERTIFICATION PROGRAM. AFN will designate ISP as a and credit or payment requirements of ISP. ISP will
certified intemet service provider on the network. A list of connect customers within ten business days from the date
all certified ISPs will be maintained by AFN and provided the customer requests service and otherwise meets the
to the public upon request. Only certified ISPs will be requirements of ISP for service, or when the necessary
listed. wiring of the customer's residence or business for
2. GolD SERVICE STANDARD. AFN may make available a connection to the network is installed, whichever date is
premium -Gold Standard- provider designation. Criteria for later. ISP will respond to aU customer complaints within
receiving the Gold Standard designation will be provided by one business day of the date the complaint is submitted
AFN, and may, in AFN's sole discretion be periodically and shall provide a reasonable solution to all valid
amended. Providers desiring the Gold Standard complaints in a timely fashion.
designation must provide evidence satisfactory to AFN that 4.3. RATE PUBLICATION. ISP shall publish its rates
they meet the minimum customer service criteria levels for for internet service in a manner that allows accurate
receiving the designation. AFN, in its sole discretion shall comparisons for like services from different intemet
determine whether a provider meets the Gold Standard service providers. ISP shall notify AFN of its rates and
criteria. Providers may not advertise that they are a Gold provide 30-day prior notice of any change in such rates.
Standard service provider without express authorization 4.4. CO-BRANDING. All publicity and advertising by
from AFN. AFN may offer special incentive and advertising ISP for service utilizing the AFN network shall indicate the
programs to providers qualifying for and receiving the Gold integral relationship between ISP and AFN and comply
Standard provider designation. AFN may, by written notice with the requirements of AFN's co-branding guidelines.
to ISP, revoke the Gold Standard designation from any ISP 4.5 ACCEPTABLE USE POLICY. ISP shall comply
which fails to maintain minimum service level standards for with AFN's acceptable use policies. These policies apply
the designation. to ISP and to any other person, organization or entity
3. AFN SERVICE lEvELS. using ISP's services. The acceptable use policies are
3.1. 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 ISP
customer and install the interior wiring within the residence upon written notice to ISP by AFN. Copies of such policies
or business to the location specified by the customer for will be fumished by AFN upon request.
the cable modem connection. 5. Tenn. This agreement supercedes all previous
3.2. SERVICE CHARGES. Service calls by AFN agreements and shall be effective upon the date executed
requested by ISP shall be billed to ISP at AFN's published by AFN and shall continue for 30 days, unless sooner
service rates if it is determined that the problem was not terminated as provided in this agreement. In the event
the fault or responsibility of AFN. written notice is not given by either party to terminate this
4. CERTIFICATION REQUIREMENTS FOR ISP. ISP agrees to agreement at least 30 days prior to the termination date,
comply with the following requirements and procedures in this agreement shall be extended for successive 30 day
order to utilize the network as a certified internet service periods on the same terms and conditions except for the
provider. connection rates specified in paragraph 5.
4.1. REQUIRED MODEMS. Retailer shall use only 6. PAYMENT. Amounts required to be paid under this
those cable modems which meet AFN's cable modem paragraph shall be established by AFN by periodic
specifications for use on the network. Retailer shall be publication of rates. Rates may be changed by AFN upon
responsible for supplying the cable modem necessary to 45 days prior notice to ISP.
connect its customer to the network. Retailer may supply 6.1. RESIDENTIAL. ISP shall pay AFN an amount
the device through leasing, direct sale, lease/purchase, or per month at the published rate for each residential
through third-party vendors or contractors, at Retailer's internet account of ISP connected to the network. A
discretion. residential internet account is an account limited to one
4.2. ISP SERVICE levEL. ISP shall provide intemet dynamic IP address.
services to all Ashland residents or businesses who 6.2. COMMERCIAL. For each commercial internet
request service and who otherwise meet the hardware account of ISP connected to the network, ISP shall pay
1 - VOIP Cooperative Agreement (G:lJegal\PAUL\lelecommunications\Forms\AFN ISP Contract
c:s0(07)(5I02)
AFN an amount per month, at the published rate, for a
single IP address plus an amount for each additional
address. A commercial intemet 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. 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.
7. 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 alllSP's records confidential to
the extent permitted by law.
8. Right to Perform. If ISP 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 ISP default, AFN may bill ISP for
the actual costs incurred plus fifteen percent. ISP shall
pay such bill no later than 10 days from the date of such
Bill.
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 within 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
2 - VOIP Cooperative Agreement
0906(7)(5f02)
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 bandwidth 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 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 ISP,
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
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 in such
a manner that its customers will be left without service,
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 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.
10. ASSIGNMENT OR TRANSFER. This agreement is
unassignable and not transferable. ISP shall not sell,
assign, or in any other manner transfer its rights under this
agreement or any interest of ISP in this agreement.
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.
12. 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.
ISP UNDERSTANDS AND AGREES FURTHER THAT
THE INTERNET CONTAINS VIRUSES, WORMS,
TROJAN HORSES AND OTHER HARMFUL
COMPONENTS. ISP AND ISP'S CUSTOMERS ACCESS
(G:\Iegal\PAUL\telecommunications\Forms\AFN ISP Contract
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.
13. 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.
14. INDEMNFICATION. 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. AFN, to the
extent of the Oregon Tort Claims limitations set forth in
ORS 30.265, et S8q. shall hold harmless, defend and
indemnify ISP, 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.
15. ATTORNEY FEES. If this agreement is placed in the
hands of an attomey 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 attomey
fees, even though n~it or action is filed.
ISP: By: /3// 5f;-
Title: ?r~,.; c( f' "1f / C L () Date: 09 /il / d o~ 7
Title:
Departmental Revi
cq(rw)
3 - VOIP Cooperative Agreement
090607)(5102)
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