HomeMy WebLinkAbout2011-149 Agrmt - Hunter Communications J#.
C 0 rn m u n I I o n
Internet / Intranet Service Agreement
Vo1.9.3.4 - QUO-02256-05XXG-V.0—8/3/10
1. SERVICES...............................................................................
3
1.1. DATA SERVICES
1.2. INSTALLATION SERVICES 3
2. TERMS............................... 3
.....................................................................
3
3. CHARGES......................................................................................
3.1. DATA SERVICES RATE 3
3.2. INSTALLATION SERVICES CHARGE 3
3.2:1. UNINTERRUPTIBLE POWER SUPPLY 3
3.3.. LATE PAYMENT,DEPOSIT ELECTRONIC BILLING 3
3.4. TAXES,FEES,GOVERNMENT CHARGES 3
3.5. COSTSAVINGS 3
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4. SERVICE REQUIREMENTS AND PERFORMANCE STANDARDS............ 3.............................................
4.1. MINIMUM REQUIREMENTS 3
4.2._ PERFORMANCE STANDARDS 3
S. HUNTER FACILITIES AND EQUIPMENT..............:.
5.1. REMOVAL
3
5.2. PROPER ENVIRONMENT 4
5.3. DAMAGE 4
6. OUTAGE NOTIFICATION AND RESOLUTION PROTOCOL...................................
....................................................4
6.1. DEGRADATION OF SERVICE REQUIREMENTS AND PERFORMANCE STADARDS
6.2. OUTAGE q
6.3. EMERGENCY q
7. RIGHTS AND OBLICATIONS OF CUSTOMER................................................................................................5
7.1. INSTALLATION
7.2. PREMISESACCESS 6
7.3. CUSTOMER'S CONNECTION TO DATA SERVICES 6
7.4. SYSTEM INTEGRITY 6
7.5. HUNTER EQUIPMENT MOVEMENT 6
S. ACCEPTABLE USE POLICIES(AUP) 6
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9. TERMINATION......................:. ...................................6
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9.1. WITHOUT CAUSE
6
9.2. OPERATION STANDARDS OF PERFORMANCE/LIQUIDATED DAMAGES 6
9.3. CESSATION OF SERVICE 6
9.4. CESSATION OFACCESS 6
9.5. TERMINATION FEE 6
10. MISCELLANEOUS PROVISIONS.............................
.....................................................................................5
10.1. INDEMNIFICATION ""'••••6
10.2. Non-WAIVER 6
10.3. LITIGATION AND ATTORNEYS'FEES 6
10.4. CONTRACTADMINLSTRATION 6
10.5. NOTICES 6
10.6. 1 AMENDMENTS AND ASSIGNMENT 6
10.7. No WARRANTIES 6
10.8. FORCE MAIEURE 6
10.9. LIMITATION OF LIABILTry 7
10.10. GovERNING LAW 7
10.11. SEVERABn.TTY 7
10.12. ENTIREAGREEMENT 7
7
Internet/Intranet Service Agreement ("Agreement') between Hunter Communications
("Hunter, "Contractor" or "Provider') and the City of Ashland ("Customer" or "City') dated
August 16, 2010.
Customer Name: Customer Name: City of Ashland (Ashland Fiber Network)
Key Billing Contact: Rob Lloyd
Billing Address: City of Ashland, 20 E. Main St., Ashland, OR, 97520
Phone: 541.552.2314
Email Address: Iloydr @ashland.or.us
Premises Address (if different):
90 N. Mountain Avenue,Ashland, OR, 97520
Service'Address (if different):
Branch Address (if different):
2 Hunterinitials �—
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Customer Initials (L-L- . Date L�
1. Services. The City of Ashland ("City') shall purchase and Hunter 3.2.Installation Services Charge. City shall pay the installation
Communications("Hunted shall provide: charge ("Non-recurring Charge" or -NRC'J specified below for the
installation services provided by Hunter.Total NRC will be required on this
1.1. Data Services. Data Services permit access by City to Project prior to commencement and will be billed upon contract signing.
Hunter's telecommunications system to receive Internet bandwidth at the Completion by Hunter of onsite Installation of the fiber terminating hardware
point of delivery located at 90 N. Mountain Avenue,Ashland, Oregon.The and acceptance by the City will serve as the service start-up date.The ity
point of delivery is the location where the network and City's system are maintains the right to refuse installation and service if, in the City's
interconnected. The data services provided shall meet all the service discretion,the service will not meet all standards of Section 4.
standards of Section 4.
• Hardware and fiber installation:$50,000.00 onetime fee.
1.2. Installation Services. Installation services consist of NRC hardware belongs to Hunte,
coordinating with the City the necessary necessary engineering, site survey, system 3.2.1.Uninterruptible Power Supply.Oty shall Provide a form
configuration and other services necessary to provide City with Data of unintentiptible power for the fiber termination hardware and any agreed
Services.These services shall be provided to t0 the date that the service Hunter facilities or equipment at the City's Iocatkn(s).If the Oty does not
testing ta completed based on Hunters customary testing procedures and provide an unintenti tible
the service is available to the City P date). P power source, Hunter will provide it u on
ty C'ip service ecce lance date In additional cost; to re set forth In the form of a mutually agreed upon
addition, Hunter will provide o c equipment (collectively referred
two to as addendum to this Agreement.
"Provider facllittesy necessary to connect City's facilities to the network. �
2. Terms. This Agreement will be effective upon the date executed by received after the eduey ate may be snubjected Electronic
to a charge of IVz% per
Hunter and shall continue for 24 months from the service start-up date, month on the unpaid balance at the discretion of Hunter. Hunter may
unless sooner terminated or extended as provided in this Agreement.This require City to pay a deposit In advance of the provision of any service.
Agreement shall be subject to quarterly financial reviews,the first of which Hunter shall hold any such deposit In a non-Interest bearing account and
shall occur three(3)months from the service start-up date.Financial review used to satisfy (In whole or in Part) any obligation of City under this
will be completed prior to extension of this Agreement. As part of the agreement.The City agrees to accept all invoices via electronic mall.If City
quarterly financial, review, Hunter will provide to City all applicable requests paper Invoicing;a$5.00 monthly processing fee will be assessed to
Information necessary,Including but not limned to: City's account.There will be a$25.00 returned check fee.
• City's Bandwidth Consumption,
Service rates, 3.4.Taxes,Fees,Government Charges.City agrees to pay any
• Provider bandwidth costs,and applicable taxes, franchise fees or other governmental charges Imposed
• Provider support costs, upon Hunter Communications by governing body with jurisdictional authority
over this service or for use of public right of ways and easements.
City has the option at the time of the final financial review to renegotiate the
Agreement pricing and renew for an additional twelve(12)month term.To 3,5. Cost Savings. To encourage Hunter to Innovate and take
renew the Agreement for an additional twelve(12)month term,both parties advantage of new technologies that may capable of providing cost
must agree to the extemlon In writing.This Agreement may be renewed for savings to the City, this Agreement and Exhibit A may be changed by
a maximum of three(3)additional twelve(12) month terms. In the event mutually agreed upon addendum at any time during the term of this
written notice is not given by either party to renew and/or terminate this Agreement in order to provide for an allocation of the cost savings between
Agreement according to the spedficatlons set forth herein,this Agreement City and Hunter for mutual benefit
shall automatically revert to a month-to-month service agreement basis on
the same terns and conditions except for the rate specified in Section 3 for 4. Servnce Requirements and Performance Standards.
a maximum Of six(6)months. The rate for each extension period shall be
the rate In effect as published by Hunter, at least 45 days prior to 4.1. Minimum Requirements. Hunter agrees to provide data
termination date. services and equipment to Gty that meet the following minimum
requirements:
3. Charges. Hunter agrees to provide an Internet connection service for (a)Physically and top01091cally redundant connections;to the Intemet
which City agrees to provide consideration as outlined below and in (b)Minimum single link speed of 500 megabits per second,
accordance with the Fee Schedule attached as Exhibit A and Incorporated (c)Packet delay not to exceed 20 ms at 300 megabits per second network
herein by this reference. Exhibit A applies except In contradiction to terms loading per link to Hunter's upstream network Interfaces,
stated in the sections of this Agreement (please initial and date
selededoption.) Redundant(d) routing management of AFN's Autonomous System Number,
(e)Redundant multimegabit local loop connections,and
Option A-500M6 Initial r2'L- DatO"`r'�J,�,J,G (f)Routing equipment.
��
• $11,000.00 billed monthly. The redundant multimegabit local loop connections will be from local
• Hunter will notify the City when bandwidth utilization reaches Internet point of presence(POP)to the Ashland Headland located at 90 N.
SOOMb per month (service will not be capped) to coordinate an Mountain Avenue,Ashland,OR,97520.
addendum to upgrade the City to Option B.
Level of Service 500Mbos 4.2. Performance Standards. Hunter agrees to provide data
services that meet the following standards:
Option B-1oo0Mb Initial Date (a) Internet bandwidth must be fully operational 99.95%of the time it is
scheduled to be so,.
"• $17,000.00 billed monthly. (b) Redundant Ilnes must provide no less than 500 megabits per second
Level of Service_ 1000Mbos speed 99.95°/of the time,.
(c) Internet bandwidth must maintain packet delay not to exceed 20
nds at 3.1.Data Services Rate. From September 3,2010,City shall pay Huln�ter'ss upstream 300
network niterfacessecond network loading per link to per
Of
the rate
Performance SecUon 3 and In
t apply untilibthe service start-up pdrocHunter ate work orders in place specifically for qty use to
date. If the service does not begin on the first day of a billing cycle,then (e)Hunter shall have expert staff available and accessible via the designated
payments for the first month shall be Prorated on a dally basis.All accounts toll-free numbers 99%of the time,and
will be Invoiced on the first day of each month,and all sums shall be paid (f) Hunter shall follow the Outage Notiflcation and Resolution Protocol in
within 20 days after the date of the monthly billing for services(the"due Section 6.-
datel. Hunter shall Include detailed usage and pricing on each Invoke
submitted to the City for payment S. Hunter Facilities and Equipment Any Hunter facilities and/or
equipment Installed on City's premisess all be and remain the property of
3 Hunter Initials /( '�'/4?
_Date
Customer Initials �L Date 6 ,a
Hunter unless otherwise stipulated,and may be repaired or replaced at any guarantees that said pathway meets all required filtrate capacities and that
time and removed at the termination of service,and may be used to supply all components of said athwa com
other customers of Hunter whether or not on the same premises,o Ion as P y PN with NEC(National Electric Code)
it does not negatively Impact Performance Standards defined in Subsection recommended"bend ratios."If,during the course of Installation,Hunter
4.2. No rent or other charge shall be made by Ciry on Hunter for placing or encounters City provided conduit which Is unusable due to excessive fill rate,
maintaining Its facilities or equipment upon City's premises. Hunter shall be bend ratio or condition(crushed,blocked,missing,etc.)additional material or labor entitled, at any
Ume, to affix to Hunter facilities or equipment a label labor eeded to completenstallation shall require priolrauthor authorization by
granttl u the Interest of Hunter. After at least 48 hours' notice, City will both parties In the form of a signed"Change Order."
grant Hunter Communications or cooperate with Hunter Communications in
obtaining reasonable access to City premises for the Installation,operation, Any changes to the physical installation lengths,delays caused by adverse
removal, repair and/or he event that of the does and equipment for the soil/mck conditions and/or material requirements, and delays caused by
services hereunder.In the event that Gty dos
necessary access to remove said equipment not provide Hunter with the other contractors and/or subcontractors made after notice to proceed will
and/or facilities after the
may assess of service upon receiving notification as indicated above,Hunter require a written"Change vie Order'd and be considered due upon completion.
may assess a fee to G Each occurrence will ra reviewed on an Individual basis, (unless Incurred facilities plus 25%. ty,equal to the retail cost of said equipment and/or
agreed upon by Contractor and City)and any additional costs Incurred will
be the responsibility of City. All required changes will be described as
5.1. Removal. City will use reasonable efforts to ensure that
'additional beer viewed and signed illby both rpartties deyscribingwritten m rial approval and has
Hunter facilities and/or equipment are not removed or caused to be
removed by any person,other than Hunter or without Hunter's prior written compensation requirements
consent.
Contractor shall, after notice from City, commence work. At such time,
5.2. Proper Environment. city shall use reasonable efforts to Contractor may designate resources and continue diligently in the sufficient keep the location of Hunter's facillUes
and/or equipment in the proper
performance
urflcient hours and/or shifts on as to complete employ equi requirements within he work
environment as specified by Hunter. time frames noted on this contract; If no time frames for completion are
5.3. Damage. City agrees to exercise due care and caution to provided In this contract, Contractor shall complete all service activation
protect Hunter's facilities and equipment from the weather,vandalism and requirements within a reasonable period of time not to exceed 90-days after
other potential problems. City shall be liable for any loss or damage to the estimated start date. Estimated start date:(5)five days or sooner,after
Hunter's facilities and/or equipment at any location arising from CI s notice pa proceed has been given by Ciry, nts of have been received and
negligence,intentional act,unauthorized maintenance or other cause within all preparatory and preliminary requirements of this proposal have been
the reasonable control of City,Its employees or agents. In the event of an satisfied, Including the receipt ct all necessary technical information from
loss or damage to Hunter's facilities or equipment for which City y the City and any work or construction permits associated with the project.
City shall reimburse Hunter for the lesser of the reasonable cost of repair lior
the actual cost of replacement. For the purpose of change(s)to the contract,the following rats are to be
employee will be billed ed at agreed
85.00 per hour This Thlsnhourly rata dos not provide
6. Outage Notification and Resolution Protocol. for any materials.(*Adverse soll/rock conditions:Contractor will not be held
6.1.Degradation of Service Requirements and Performance responsible for the removal of any material or obstructions such as lava
Standards.Hunter shall notify City within three(3)flours of when Hunter rock, large boulders, sandstone, concrete slabs/sidewalks or any other .
knows about any degradation of Its data services. Degradation occurs when materials not normally removed by hand trenching or,by backhoe-bucket
Hunter is providing data services,but those services fall to meet the service attachments).
requirements and performance standards In Section 4. Failure to resolve 7.2.Premiset Acces. City shall the degradation In accordance within the time periods In Subsection 9.3 may
authorized by Hunter with access(on both arroutine and emergency basis)Hunter or other ersons
result In liquidated damages, and such continued failure may result in for the Implementation of all service acceptance date; City will provide
termination pursuant to Section 9.
Hunter reasonable across to the City premiss where any Hunter facilities or
6.2.Outage.Hunter shall notify City within one(1)hour If Hunter equipment are Installed. Hunter shall not be responsible for any faults on
is unable to provide data services due to an outage that is not due to a force the network or any failure to perform the provisions of this agreement to
majeure. Hunter shall restore data services within eight(8)hours. Failure he extent that Hunter,in good fait,requires access,and any such faults or
to restore data services in accordance with this octfon and Subsection 9.3 failures or the continuation thereof are a result of the failure of Gty to
shall result In liquidated damages,and may result in termination pursuant to provide access to the place at each location where Hunter facilities and/or
Section 9. p equipment are installed supporting the falling service or connection.
6.3.Emergency. Hunter shall notify City immediately if Hunter is Hunter employees accessing City facilities and sites are required to sign
unable to provide data services due to a force majeure access forms and provide contact Information prior to being granted access.
The City maintains the right to deny individuals access to sensitive areas at
7.Rights and Obligations of Customer. Its sole discretion, and will work with Hunter to make alternate .
arrangements in such cases.
7.1.Installation. City shall at Its expense undertake all necessary (a)During Implementation, Hunter will normally carry out work required to
preparations required to comply with Hunter's Installation and maintenance install and/or repair Hunter's Facilities and equipment during Its normal
instructions. Such preparations Include obtaining all necessary consents for working hours but may,on reasonable notice,require access at other times.
the installation and use of Hunter facilities and/or equipment In the building, At City's request,Hunter will ca
Including consents for necessary alterations to buildings;ensuring that an ty cry out work to Install Hunter's facilities and
floor loading limits will not be exceeded;providing suitable accommodatlons equipment outside Hunter's regular working hours, In which event the City
foundations and an environment to meet the environmental s edflations agrees to pay overtime and any other appropriate charges agreed to
p
for Hunter Including all necessary trunking, conduits and cable trays; between the parties.
providing suitable electric power and any other utilities needed by Hunter e
install,test and or maintain Hunter's fadlities and equipment; Providing a (b) Any out-of-pocket costs, reasonably Incurred by Hunter, as a
suitable and safe working environment for Hunter's personnel, Including an consequence of the denial of access by City(or building owner)to any City environment safe from environmental
hazards;and taking up or remo in , location shall be paid by City. Hunter shall advise City of any such casts on
In time to allow Hunter to any out installation as scheduled,any fitted or - a mse-by-case basis.
fixed floor coverings, ceiling tiles, suspended ceilings and partition covers.
City will provide Hunter with access to all existing conduits, raceways and 7.3. Customer's Connection to Data Services. Upon notice
etc to be used In cable pathway. from Hunter that any equipment or software not provided by Hunter is
musing or is likely to cause a hazard,Interference,or service obstruction to
Hunter is not responsible for the condition or fill rate Of any City provided or data services,Hunter and City shall coordinae the elimination of the hazard,
existing conduits,raceways and etc,to be used in able pathway;qty Interference,or seMm obstruction.
4 Hunter Initials At
Date �11d
Customer Initials P Date 20 to
city will only connect to the network to receive data services using Industry of the deficiencies is clearly the muse of the other(s),i Hunter shall be liable and where one
standard equipment that has compatible standards with the service
specifications set forth In applicable technical publications. Hunter may
a Pay only the amount of the damage for the deficiency resulting in the
suspend the provision of data services to any connection so affected if greatest amount of damages,not to exceed the limits set forth herein.
service to the city would directly and solely cause the cessaGOn of Hunter's
network to function.Following remedlal action by City satisfactory o Hunter, (a) As a noncompliance with standards below, such damages shall
Hunter will reinstate data service provided through that connection as soon acme from the date(s)that ulution acto such drformance has occurred and
as possible. _ will continue through the resolution of such deficiency provided the city
gives written notice of such deficiency as soon as reasonably practicable,
City will cooperate with Hunter in setting the Initial configuration for Its but no later than sixty (60) business days after Hunter's provision of
equipment Interface with the network information to the City by which the City can determine Hunter's
Hunter may from time to time Issue technical Instructions on the use of the compliance/noncompliance with said standards. If the Gty gives written
network to ensure the proper functioning of the services or the rotection of notice more than sbdy(60)business days after Hunter's provision of such
the network from damage or deterioration. city will observe all essential information, then such damages shall acme from the date of Hunter's
technical instructions. ' receipt of written notice from the City of noncompliance with said standards;
unless the damages are waived in writing by the city or excused by force
maJeure,and not to exceed the limits Indicated in Subsection 10.9.
agrees to
7,4* System any violation than lfailure e thto pay)of to provisions of
this agreement within 30 days notice by Hunter. (1) Bandwidth Availability. Internet scheduled O bandwidth must fully
operational 99.95% of the time it is is scheduled to be so. Outage
7.5.Hunter Equipment Movement. City is obligated a obtain periods for maintenance will-not be counted against this performance
written approval from Hunter prior to moving any of Hunter's equipment. level if agreed to,ac advance,or both parties. If the bandwidth Is
Moving of equipment without auhorizatlon may cause damages and or an nonfunctional or inaccessible more than -000 in any quarter period,
outage. A customer-caused outage, due to the moving f equipment
Hunter shall bet liable to the City for$1500.00 for each quarter of such
g
without written authorization, will be the sole responsibility of the City. occurrence. For each_full or partial one-tenth of a percentage point over .5% that the solution
is nonfunctional or inaccessible, Hunter
dCUeoomovem nt of Hunter equ equipment be borne byulthefCity.damages No shall be liable to the City for an additional$500.00 for each month,
deductions to billing will be made for Gty-caused outages. not to exceed the limits Indicated in Subsection 10.9. Provided
however,Hunter shall have no liability to the City under the provisions
B.Acceptable Use Policies(AUP). Hunter's Acceptable Use Policy AUP of this Paragraph if the solution is nonfunctional or Inaccessible due to
n'( ) a general failure of public telecommunications or other force ma)eure.
B attached Acceptable
this Agreement as Exhibit t and Is Incorporated Use
herein for
reference. Hunter's AUP is also posted to the Hunter Communications web
sie(www hun[erf16�_)and Is to be acknowledged and known b the (2)Provider Availability. Hunter must have expert staff available
City at all reasonable times. Hunter's Acceptable Use Policy applies exce t and accessible via the designated toll-free numbers 99%of the Ume.
in contradiction to terms stated in the sections of this agreement. p Hunter must also have staff capable of responding,to 90 N.Mountain,
Ashland,Oregon,within thirty(30)minutes if necessary to resolve the
. Termination. Either party may terminate this agreement for cause, problem. If Hunter's staff are inaccessible more than 1.0% In any
9
9. Ter written notice r given the other a month,Hunter shall be liable to the City for$500.00 that month. For
Party specifying the cause for each full or partial one-tenth of a percentage Point over 1.0%
termination and requesting correction within 10 days for failure to pay a system is nonfunctional or inaccessible, Hunter shall be liable that the
to the
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 City for an additional$250.00 for each such fraction e a percentage
terms of this agreement,including the failure to pay any amount when due; Per month.Hunter will provide measured results of the occurrence of
the filing of a Petition In bankruptcy; Inability e meet Rnancial obligations Periods where no staff ct available. Damages are not to exceed the
when due,orfailure to Provide services as detailed In this agreement.in the limitsnder the in Subsection 10.9.Hunter shall have Inaccessibility liability to the
event of a failure to pay a sum due, Hunter may choose to temporarily Call CenterhWebs tiei�ssattributabte Paragraph igeneralafailure llof public
deactivate service In Ileu of terminating this agreement For service
deacttvation(s), Hunter must follow all notification guidelines relating to telecommunications or other force majeure.
agreement termination set forth.In the event of a service deactivation,City g
may have service reactivated by paying all sums due. Hunter may assess a ( ) Redundancy. Internet bandwidth must have physically and
$50.00 service reconnection fee. Hunter will provide additional information topologically redundant connections to the Internet. Service must
upon request provide no less than 500 megabits per second speed 99.95%of the
time. If aggregate bandwidth Performance drops below 99.95% in
9.1.Without Cause. Either a any 7-day period,Hunter shall be liable to the City for$2000.00 for
without cause, provided written notice pis given to the Inaterthia Agreement each occurrence. For each full or partial one-tenth
180 days party at least over.1%that the solution does not perform to this standard,Hunter
ys pror to the proposed termination date. shall be liable to the City for an additional $500.00 for each 7-day
9.2. Operation Standards of Performance/Liquidated
Period. Provided however, Hunter shall have no liability to the City
Damages. Specific functions and performance described In the City's RFP under the provisions of this Paragraph if the solution tr nonfunctional
must operate at or above levels specified in the RFP; and all functions, or inaccessible due to a general failure of public telecommunications or
whether or not described In the RFP,must operate and perform at or above other force maJeure.
levels meeting the requirements of this Agreement,and In particular,those
of Section 4. The Parties acknowledge that operation and support of the (4)Response Time. Intemet bandwidth must maintain packet
solution depend upon cooperation and diligence by the City as well as delay to not exceed 20 milliseconds at 500 megabits per second
Hunter. In the event of unsatisfactory performance by Hunter in Providing etwork loading per link to Hunter's upstream network Interfaces. For
operations and support of Intemet bandwidth and Hunters Inability to each hour that the solution exceeds the performance threshold,
enable the honoring of the sale of services through no fault of the i Hunter shall be liable to the qty for$50.00 per hour for each full
Hunter shall be responsible for the direct payment to the City for any millisecond over 20 milliseconds, not to exceed an amount of
liquidated damages as provided In this Agreement Fault of the ci shall $2000.00.In general,damages are not to exceed the limits indicated
City in Subsection 10.9.Hunter shall have no liability to the City under the
Include, without Ilmitatlon, delays beyond the time allocated or mutually previsions of this Paragraph if the solution is nonfunctional or
agreed upon between the Parties for the City to plovide Information,work
Input,or approvals necessary for Huner to proceed. -inaccessible due to a general failure of public telecommunlodons or
other force majeure.
The maximum liability of Hunter for liquidated damages and other dams
provided for In this Agreement shall not exceed the amounts set forth In (5)(5) Provider Response. City staff must receive correct, reliable
Subsection 10.9. Hunter shall pay the City the following amounts In Information about the solution in a timely fashion,as well as answers
connection with the following deficiencies.When unsatisfcto to questions they have regarding any aspect of Its operation as they
ry performance relate to equipment or any problems caused by the solution to operate
5 Hunter Initials
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Customer Initials fL% Date i o
In accordance with the Agreement using the Contact Information and
order provided by Hunter. If more than S% of such calls for 9.3.Cessation of Access. If Hunter ceases to provide or denies
assistance remain unresolved for more than two 2 da the CI City access to the network pursuant to this section,neither City nor any of
Shall notify Hunter of such event as soon as Is practicable,explain the its customers shall have any right:
specific unresolved Complaint, and determine if a violation has (a) to access through Hunter any materials stored on the
occurred for which liquidated damages would be payable. if so,and If Internet,
within two(2)business days after receipt of such payable.
notice,Hunter has (b)to obtain any credits otherwise due to Gty,and such credits
failed to satisfactorily resolve said complaint c taking appropriate shall be forfeited,or;
anion to repair/replace hardware or software, or king appropriate
assist (c)to access third party services, merchandise or information
with diagnosing other problems not within the control of Hunter,and on the Internet through Hunter. Hunter shall have no
to the extent Compensation for such damages Is not provided for responsibility to notify any third-party providers of services,
elsewhere in the Agreement.For each full percentage point over 5%, merchandise or Information of any distontinuance of any
Hunter shall be liable to the City for an additional $250 per day. services Pursuant to this section,nor any responsibility for any
Damages are not to exceed the limits Indicated In Subsection 10.9. in Consequences resulting from lack of such notification.
no event shall Hunter be liable for failure to remedy a problem not
within Hunters control, unless Hunter has not provldd reasonable r If Termination Fee. If Hunter terminals this agreement with
assistance In diagnosing other localized problems not within the cause, or if City terminals this Agreement without cause, city shall pay
Control of Hunter or provides an Incorrect diagnosis due tonegligence Hunter a termination fee equal to the lesser of:
on the part of Hunter. (a) the remaining charges applicable through the end of the
scheduled term,or;
(6)storage of Data. Specific customer data from the Gty's services (b)six months charges,
shall not be saved or utilized by Hunter for any purpose or reason. tf,
data is saved, shard, or used in violation of this requirement with 10, Miscellaneous Provisions.
Hunter's prior knowledge and/or consent, Hunter will be liable to the
Gty for an amount not to exceed the monthly cost of this Agreement shall Indemnify and hold City,Indemnification,
ts officers, gentsnandgemployes,harmless
Damages are not to exceed the limits Indicated In Subsection 10.9. from and against any and all claims,actions,liabilities,Costs,Including costs
Hunter shall have no liability to the City under the provisions of this of defense,arising out of or in any way related to any act failure to act,or
and
Paragraph
andwidth,�as well s If paecific data asrrequird bylaw,the direct negligence by Hunter or its employees, agents,officers and contractors in
order of a court of law and law enforcement,or other force majeure. connection with this Agreement.
(7) Work Order Process. Hunter shall have a s 10.2.Non-waiver. Waiver by either party of strict performance
specific process to of any provision of this Agreement shall not waive or prejudice the a
place to orough process/execute work orders. This process shall account for right to require strict performance of the same provision or anyo other
th ana GIs,design,test and Implementation any changes. if
through no fault or delay of the Gty, a signed work order Is not Provision in the future. No waver,consent,modification,or change of the
accepted by the City as Completed within two weeks of Its scheduled terms of this Agreement shall bind either party unless in writing and signed
completion date,Hunter shall be liable to the City for$1000 per day by all parties. Such walveY, consent, modification, or change shall be
until the work order Is delivered by Hunter and accepted by the City effective only in the specific Instance and for the specific purpose given.
Hunter shall be liable to the Gty for an additional$200 for each full or
Partial day of delay beyond the 15th day of the scheduled change or 10.3. Litigation and Attorneys' Fees. In the event that
update. Damages are not to exceed the limits Indicated In Subsection liquidated damages are not specified for the default that occurs, the City
10.9. may elect to pursue an action in a court of Competent jurisdiction. If any
litigation Is Commenced between the parties to this Agreement concerning
(b) Hunter shall provide notice pursuant to Subsection 10.5 of Its this Agreement,or the rights and duties of either party,the prevailing party
Performance relative to the standards described In Section 4,as well as all In that litigadon shall be entitled,In addition to any other relief that may be
noncompliant performance,upon discovery of such noncompliance. granted in the litigation,to a reasonable sum for that party's attorneys'fees,
Including attorneys' fees on appeal. The amount of the fees shall be
(c) The Parties agree that damages from breach of this Agreement are determined by the Court In that litigation or in a separate action brought for
difficult to prove or,estimate, and the amount of liquidated damages that purpose.
specified herein represents a reasonable estimation of damages that will be
suffered by the City from late performance, including Costs of additional 10.4. Contract Administration. This Agreement shall be
inspection and oversight and lost opportunity for additional efficiencies that administered by the City's Information Technology Department,through its
would have attended on-time Completion of performance. Damages are not Information Technology Director/GO and by Hunter through the
to exceed the limits Indicated in Section 10.9. g representative listed in Subsection 10.5. Either party may change its
representable by providing the other party written notice of the new
(d) The rights and remedies granted to City under this section constitute representative's name and address.
employees d loyees any r Offiials and
and all s
clal against yarising u dertstatutory 9or ommocn law or
10.5. Notices. Except as otherwise expressly provided by law,
otherwise. There are no third party beneficiaries of this Agreement. G any and all notices or other communications required party f this Agreement this
ogres that Hunter shall have no Itabllity for the negligence, product shall be inowriting and bshalserved be deemed dullyy served and given when
services or web sttes of Gty• of affiliates; of developers or consultants
Identified or referred to Gty by Hunter;or of any other third a Including ersonally delivered to the party,any managing employee of the
but not limited to liability for the content quality and accuracy of the In lieu of personal service, when deposited app In the party States malril,`yfrst
foregoing which are accessible b use of the class postage prepaid,addressed to the appropriate party s follows:
Y system or services of Hunter.
9.2.Cessation of service. Hunter may deny City aces to the CUSTOMER/CITY PROVIDER
network and cease to provide all or part of any services described In this City of Ashland Hunter Communications
agreement without notice if City: Attn:IT Director/CIO Hunter Communications
(a)violates any provision of a acceptable 90 N.Mountain Ave. 801 Enterprise pr activity ache table use policies;s l Ashland,OR 97520 D"�
discretion,engage a any conduct or Causes that Hunter, in Its sole Central Point OR 97502
be subject reasonably believes ceuss a risk that Hunter may 10.6. Amendments and Assignment. No amendment to this
be subjected to civil or criminal litigation,charges,or damages, Agreement,or assignment of this Agreement will be effective unless it Is In
(c)would cause Hunter to be denied access or to lose services writing and signed by both parties,
by one of Hunters Internet providers.
law, Hunters providing the services and Ore s stem (including by applicable
limited to Hunter fadlities and/or system (inducing but not
d/ equipment and any acct's to the ,
6 Hunter Initials IL
_Date Plii7//2)
Customer Initials a_ti Date
network).Hunter agrees,to the extent feasible,that all equipment provided
by Hunter shall function to permit City access to the bandwidth purchased
hereunder. Except for the obllgatlons assumed by Hunter under the terms
and conditions of this Agreement, Hunter hereby disclaims all other
warranties,If any,either Implied,statutory or otherwise,with respect to any
of the system and services provided or to be provided under this
Agreement, Including but not limited to warranties of merchantability,
fitness for a particular purpose,+or lack of viruses. Hunter makes no
warranty of title,quiet enjoyment or lack of infringement with respect to the
system or services.
10.6. Force Majeure. 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,fire or other natural occurrences;human caused fire or facility
damages;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.
10:9 Limitation of Liability. Hunter's total liability to City under
this agreement and the transactions contemplated hereby,Including without
limitation any liability of Hunter for any damages of any nature whatsoever,
Including without limitation direct or actual damages,shall be limited to the
direct damages incurred by City in actual and reasonable reliance on the
system or services, which damages shall not, In the aggregate, exceed
100% of the amount having actually been paid by City to Hunter In the
twelve month period Immediately preceding the date on which the breach
giving rise to the damages occurred. Per occurrence damages are not to
exceed the monthly cost of this Agreement.
10.10. Governing Law. This Agreement, and all matters
relating to.this Agreement,shall be governed by the laws of the State of
Oregon In force at the time any need for interpretation of this Agreement or
any decision or holding concerning this Agreement arises.
10.11. Severability, If any provision of this Agreement Is held
by a court, governmental agency, or regulatory body of competent
jurisdiction to be either Invalid, void, or unenforceable, the remaining
Provisions of this Agreement shall remain In full force and effect unimpaired
by the holding. The invalidity of a section,subsection,paragraph,or clause
shall not affect the validity of the remaining sections, subsections,
Paragraphs and clauses as long as the parties can legally,commercially and
praNcabty continue without the Invalid provision.
10.12. Entire Agreement. This Agreement and any
attachments constitute the entire and sole agreement between the City and
Hunter. Any agreements or representations respecting Internet service or
any related matters discussed in this Agreement not expressly set forth or
Incorporated Into this Agreement are null and vold.
INTENDING TO BE BOUND,the parties have executed this Agreement as
of the date written below.
Customer/CITY: City of Ashland
Name:Robert Lloyd
Title:Information Technology Director/CIO -
Signature: ' Date: . WJ Ir
Hunter Commun:1 'o7ts:
Richard Ryan, f/
Signature:
Date /
Hunter Initials A
Date P'//17 a
Customer Initials 04 - Date—ft o
CITY RECORDER Page 1 / 1
�. CITY OF
ASHLAND DATE .' ;' ,;PO NUMBER,:.:.
20 E MAIN ST. 7113/2011 1 10293
ASHLAND, OR 97520
(541)488-5300
VENDOR: 000082 SHIP TO: Ashland Fiber Network
HUNTER COMMUNICATIONS, INC. (541) 488-5354
801 ENTERPRISE DR STE 101 90 N. MOUNTAIN
CENTRAL POINT, OR 97502 ASHLAND, OR 97520
Fos Point: Ashland Req.No.:
Terms: Net 15 days Dept.:
Req. Del.Date: Contact: Michael Ainsworth
Special Inst: Confirming? NO
_ .,
Quanti : -Unit „ Description - .. `Unit Price-" Ext.Price
6.00 Mo Internet Bandwidth services usage of up 14,625.00 87,750.00
to 750Mbps, July 2011 through Dec 2011
6.00 Mo Internet Bandwidth services usage of up 17,000.00 102,000.00
to 1,000Mbps, Jan 2012 through June 2012
Contract for Internet Bandwidth
Beginning date: 08/19/2010
24-Month Contract w/three (3) one year
extensions
SUBTOTAL 189 750.00
BILL TO:Account Payable TAX 0.00
20 EAST MAIN ST FREIGHT 0.00
541-552-2028 TOTAL 189,750.00
ASHLAND, OR 97520
.',.. AccountNumber Project Nuinber� ,. 'Amount' .Account Number" Project Number Amount _
E 691.02.47.00.60140 189 750.00
thorized Signature VENDOR COPY
FORM #3 CITY OF
A request for a Purchase Order ASH LAND
REQUISITION Date of request: June 24,2011
Required date for delivery: July 1,2011
Vendor Name Hunter Communications
Address,City,State,Zip 801 Enterprise Drive
Contact Name&Telephone Number Central Point,OR 7502
Fax Number Rich Ryan 541-772-9282
SOLICITATION PROCESS
❑ Exempt from Competitive Bidding ❑ Emergency
❑ Wdtten Findings(Form attached) ❑ Invitation to Bid (Copies on file) ❑ Wr tten findings attached
❑ Quote or Proposal attached Date approved bv Council: ❑ Quote or Proposal attached
❑ Small Procurement Cooperative Procurement
Less than$5,000 X Request for Proposal (Copies on file) ❑ State of Oregon
Note:Total contract amount,including any Dale approved by Council:July 20,2010 Contract#
amendments may not exceed$6,000 ❑ State of Washington
Intermediate Procurement ❑ Sole Source Contract#
GOODS&SERVICES ❑ Wr tten Findings(Form attached) ❑ Other government agency contract
$5,000 to$100,000 ❑ Quote or Proposal attached Agency
❑ (3)Written quotes attached Contract#
PERSONAL SERVICES ❑ Special Procurement ❑ Intergovernmental Agreement
$5,000 to$75,000 ❑ Written Findings(Form attached) Agency
❑ Less than$35,000,by direct appointment ❑ Quote or Proposal attached Contract#
❑ (3)Written proposals attached Date approved by Council: Date approved by Council:
Description of SERVICES Total Cost
Internet Bandwidth service projected at 750Mbps @$14,625 from July through December. $
Usage increasing to 1000Mb s 1Gb s $17,000 from January through June.
Item # Quantity Unit Description of MATERIALS Unit Price Total Cost
6 months 750 Mbps Internet Bandwidth services usage of up to 750Mbps $14,6251month $87,750
July 2M through December 2012(6 months)
6 months 1000 Mbps Internet Bandwidth services usage of up to 1000Mbps(1Gpbs) $17,0001month $102,000
January 2012 through June 2012(6 months)
xy��.r,c�,,u �I s<_y •moo in, TOTAL COST
F-1 Per attached QUOTE $189,750'
CtiG/.'� d' h.0 �/cLer�✓ cQ�.Yi � k-St OY��
Project Number______-___ Account Number691.02.47.00.601400 Account Number___-__-__•__-______
Account Number -__-__-_ -______ Account Number___-__-__-__- _ _
'Expenditure must be charged to the appropriate account numbers for the financials to reflect the actual expenditures accurately. Attach extra pages if needed.
By signing this requisition form,I cedify that the information provided above meets the City's public contracting requirements,and the documentation can be provided
upon request.
Employee Signatu ',ss- Department Head Signature: ,ny
Additional signatures(if applicable): n 1
Funds appropriated for current fiscal year. ES / NO /\
Finance Director Date
Comments:
G:FlnanceTrocedur0APlFormsIP0 request 2012 bandwidth Rev.docx Updated on:6/27/2011