No preview available
HomeMy WebLinkAboutC15-193 Mammoth Networks Services Agreement r i i r Mammoth Networks Services Agreement This agreement for carrier services(hereinafter"Service"),including the attached Service Order(s)(collectively referred to herein as the"Agreement")is made between Visionary Communications Inc.,dba Mammoth Networks,a Wyoming corporation(hereinafter"Mammoth"),having offices at 1001 S Douglas Hwy,Suite 201,Gillette WY 82716,telephone number 307-685-5557 and Eagle County,Colorado, a body corporate and politic(hereinafter"Customer"),having its primary offices at 500 Broadway,Post Office Box 850, Eagle,CO 81631,telephone number(970)328-3581. In order to be eligible to receive the terms and conditions contained in the Agreement,the Agreement must be signed and returned to Mammoth within twenty(20)business days from the date Agreement was sent for Customer signature. Following execution of the Agreement by Mammoth,the fully executed Agreement shall be sent to the Customer via preferred method,as defined in the Notice section of this Agreement. 6 The undersigned Parties have read and agree to the terms and conditions set forth in the Agreement.This Agreement,its E exhibits and appendices and any documents expressly referred to in this Agreement constitute the entire agreement between the Parties and supersede all prior understandings and agreements,whether written or oral,that may relate to the subject matter of this Agreement. Should any provision of this Agreement be held by a court of competent jurisdiction to be illegal,invalid or unenforceable, such provision shall be deemed modified to the extent necessary(consistent with the intent of the Parties)to eliminate the illegal,invalid or unenforceable effect or to delete such provision if modification is not feasible,and the remaining terms shall continue in full force and effect. This Agreement may be executed by the Parties in separate counterparts,each of which,when so executed and delivered,shall be an original,but all such counterparts shall together constitute one and the same Agreement. Facsimile signatures shall be deemed to be,and shall constitute and be treated as an original signed Agreement or counterpart. In witness thereof,the Parties have caused this Agreement to be signed by their duly authorized representatives. Eagle C. . ,Colorado By a / -. .ugh is o n ,/ -n ger ,,.,/�/ Visionary Communications Inc.■ .y: 7.r nt M all,County Manager ----- ,,,_ .saw Namel'1'J (e.... GA) iJ v Title: P�ellOo rJ? Date: Date: 5/y o.— Notice Address: / !1 Notice Address: Scott Lingle, IT Director Eagle County Visionary Communications Inc 500 Broadway 1001 S Douglas Hwy,Suite 201 Post Office Box 850 Gillette WY 82717-2799 Eagle,CO 81631 Attn:Contract Management Phone: 970-328-3581 Phone:307-685-5557 Fax:970-328-3599 Fax:307-682-2519 With a copy to: 1 Eagle County Attorney's Office 500 Broadway, Post Office Box 850 Eagle,CO 81631 Phone:970-328-8695 Fax:970-328-8699 • Billing Address:Same as Notice Address above 1 nitial 357078 v3/C0 cir-t 6f,, f • 1.0 D4finitions used to provide telecommunications and data transport to the Customer. "CPE"means Customer Premises Equipment used at the End User location or Customer location in "SLA"means the Service Level Agreements associated conjunction with a Service. with Services under this Agreement as specified on Appendices B,C,D and E to this Agreement. • "Customer Equipment"means CPE other than CPE for which Mammoth has agreed[in a Service Order]to "Termination Liability Charges"means(I)all previously- assume maintenance responsibility. waived NRC for an applicable Service Order,(ii)all Monthly Recurring Costs(MRC)through the first twelve "Due pate"shall mean forty-five(45)calendar days (12)months of the remaining term of the then from the invoice date. applicable Service Order Term,and(iii)fifty percent (50%)of the MRC for the remaining months beyond the k "Effec've Date"means the date this Agreement is fully first twelve(12)months of the then applicable Service signed by both Mammoth and Customer. Order Term. "End ser"means Customer's clients or any third party "Undisputed Payment"means the amount of an invoice who u ilizes or accesses the Services or Mammoth's with respect to which Customer has not properly and netwo k via the Services provided hereunder. timely submitted a billing dispute. "Firm Qrder Commitment Date"means the date where 2.0 Terms and Conditions the lobal exchange carrier or fiber provider will commit to having the circuit provisioned and available for use. 2.1 This Agreement sets forth the terms and conditions under which Mammoth shall provide Services to "Force Majeure"means an unforeseeable event beyond Customer,as further specified on the Service Order for the reasonable control of that Party,including without individual Services ordered by Customer. The terms of limitatibn:act of God,fire,flood,labor strike,sabotage, any active Service Orders shall supersede any cable Out not caused by Mammoth or its underlying inconsistent terms and conditions contained in this carrier acts of terror,government laws or regulations, Agreement when specifically denoted in the Service war or:civil disorder. Description. "MRC"I means the monthly recurring cost of a Service, 2.2 This Agreement shall not be modified or amended which Will be as set forth on Appendix A or as agreed except via written instrument agreeable to both Parties. upon fly the Parties and documented on a Service In the event a conflict exists between this Agreement Order,as applicable. and terms of any Amendment hereto,then the term in the Amendment shall take precedence. "NRC"'means a one-time,non-recurring cost with respecIt to a Service,which will be as set forth on 2.3 Mammoth will provide the Services or cause the Appendix A or as agreed upon by the Parties and Services to be provided to Customer in accordance with documented on each Service Order,as applicable. this Agreement. Mammoth may utilize an Affiliate or third party to provide Services to Customer and will "Outa Credit"means a credit specified and issued in present to the Customer consolidated invoices for some accord nce with the terms of Appendices B,C,D and E or all portions of the Services.Notwithstanding the to this greement that is applied to reduce amounts foregoing,Mammoth shall remain responsible for other se due from Customer to Mammoth for Services performance of the Services as set forth herein. provid d under this Agreement. 2.4 Omitted "Parties"means,collectively,Mammoth and Customer. 2.5 Taxes All fees owed by Customer to Mammoth are "Past cue Date"shall mean the first business day that exclusive of,and to the extent not otherwise exempt, is forty{five(45)calendar days from the invoice date. Customer will be responsible for,all sales,use,excise, Federal Universal Service Fund and other taxes, "Service Acceptance Date"shall mean the date including NECA tariff increases where applicable,that Mammbth accepts the underlying circuit or cross- may be levied upon either Party(except for taxes based connect from an underlying provider or landlord,or the on Mammoth's net income)in connection with this date Mammoth enables the circuit in the case where Agreement or on activities conducted using the Mammbth is the underlying provider. Services. Each Party shall be solely responsible for all taxes on its own business and shall be responsible for "Servic Order"means the order form representing a any related tax filings,payment,protest,audit and specifi telecommunications product to be provided for litigation related thereto. Mammoth acknowledges that a defin d period to the Customer. Customer is a tax exempt entity. "Servic Start Date"means the date of actual 2.6 Mammoth authorizes Customer to initiate orders for install ion and activation by the telephone company or telecommunications circuits to Mammoth's network, Mamm th,whichever comes first. provided that Customer orders are for Services defined in Appendix A or have been accepted by Mammoth as "Servica"or"Services"means the underlying product evidenced by a fully executed Service Order. 2 Initi- 35707E1 v3/C0 Mammoth has the right,in its sole discretion,to refuse initial Service ordered by Customer under this any such Service Orders upon review. Agreement be a Service ordered without a Service Order pursuant to Appendix A(the"Initial Term"). The 2.7 Mammoth shall provide Services in accordance with Initial Term begins on the date of actual installation of applicable State tariffs governing the provisions of such the initial,individual Service and activation by the Services in the State provided. In the event of a conflict telephone company or Mammoth,whichever comes between tariff and this Agreement,where applicable, first(hereinafter"Start Date").To the extent that the the conflict shall be resolved in the favor of the tariff. term of any Service Order for any Service extends This provision is not applicable to unregulated and/or beyond the Initial Term or any Services are provided on non-tariffed Services. a month-to-month basis,this Agreement shall remain in • full force and effect for such Service until the expiration 3.0 Invoicing or termination of final active Service Order or the termination of the month-to-month Services under this 3.1 Procedure Customer shall be invoiced by email Section 4.1 (the"Extension Term,"and,collectively with and/or via U.S.Postal or courier service at Customer the Initial Term,the"Term"),after which this Agreement F preference each month in advance of Service,for all -will terminate. After the Initial Term,all Services shall amounts due and owing to Mammoth. Payments are automatically continue from month to month,at the then due within forty-five(45)days following the invoice date current month-to-month rate,communicated to (the"Due Date"). Unless otherwise specified in writing Customer in writing,until terminated by Customer by Mammoth,payments shall be made payable to hereunder. To terminate a Service provided on a "Visionary Communications"and mailed as directed on month-to-month basis,Customer must give Mammoth the invoice. Credit card,money order,wire transfers written notice,after which the Service will terminate at and cashier's checks,in each case representing the end of thirty(30)calendar days or a later date as immediately available funds,are also acceptable requested by Customer. To terminate a Service at the payment instruments. end of the term specified in any Service Order, Customer must provide Mammoth with written notice at 3.2 Advance Invoice Mammoth will invoice Customer in least thirty(30)days prior to the end of such term. advance for all Services. All amounts other than a Customer will be liable for payment of any Services written disputed amount not received by Mammoth in provided prior to the date of Termination. full by the Due Date,will be considered past due,and subject to a late payment fee of the lesser of one and 4.2 Intentionally Omitted. one-half percent(1.5%)per month,or portion thereof, or the maximum amount allowed by law. Customer 4.3 Customer may cancel a submitted Service Order by Services,individually or as a whole,may be terminated, providing Mammoth with written notice of such disconnected,and equipment removed upon ten(10) cancellation. If Customer cancels a Service Order business days'notice if payment,less any timely and within three(3)business days after the date on which properly submitted billing disputes,is not received by Mammoth countersigns the Service Order,Customer the Due Date. Mammoth may charge a$500 reconnect will not be charged any cancellation fees for the • fee for any individual Service at its sole discretion to terminated Service Order. If Customer cancels a restore such Service. Service Order more than three(3)business days atter the date on which Mammoth countersigns the Service 3.3 Dispute of Invoice Customer shall only be obligated Order,but prior to the Service Acceptance Date for the to pay the Undisputed Payment amount on or before individual Service,as communicated by Mammoth, the Due Date, In order to properly dispute all or any Customer shall pay Mammoth a cancellation fee equal portion of an invoice,Customer must give written notice to the NRC outlined on the Service Order and all third- to Mammoth of the disputed amount(with details of the party construction,cancellation and/or termination nature of the dispute and the Services and invoice(s) charges incurred by Mammoth,including any disputed)within sixty(60)calendar days following the previously-waived NRCs from underlying fiber date of the applicable invoice. The Parties shall use providers. If Customer cancels a Service Order on or commercially reasonable efforts to mutually resolve the after the Service Acceptance Date,Customer shall pay dispute in good faith within a sixty(60)calendar day to Mammoth all Termination Liability Charges. Upon timeframe following the Customer's giving the notice of cancellation of the Service Order under this Section 4.3, dispute. The Parties shall supply the other Party with the applicable Service covered by the Service Order will. additional information or documentation it shall be considered terminated.Customer may cancel a reasonably request in order to determine the resolution Service provided pursuant to Appendix A other than on of the dispute. If the dispute is resolved against the a month-to-month basis upon no less than 30 days' Customer,the Customer shall pay the disputed prior written notice to Mammoth. amounts. If Customer is entitled to credits or adjustments for disputed amounts,Mammoth will credit 4.4 Mammoth may upon ten(10)days prior written Customer for the disputed amount. notice to Customer terminate this Agreement and all Services hereunder for failure by Customer to timely 3.4.Intentionally Omitted. pay amounts due under this Agreement. 4.0 Term 4.5 Intentionally Omitted. 4.1 This Agreement is for the term provided on the 4.6 Mammoth shall notify Customer of the Start Date for initial Service Order or for a two(2)year period should the Service. In the event the Customer is unable or 3 !nit' I 357078 v3/C0 i unwilli g to accept Service at such time,the subject Mammoth install Service at the new location on or prior Servi will be held available for a period not to exceed to the disconnection date of the Service at the existing • thirty 0)days from the Start Date,during which location(e)Customer pays all charges due at the Servi will be considered active,and will be invoiced existing location through the disconnection date and as an Pctive Service. Following this period,if the applicable non-recurring and recurring charges at the Customer has not accepted Service,Mammoth has the new location and(f)the underlying connection provided right to terminate Service and invoice Termination by Mammoth,if contracted,can be replaced with a Liability Charges. contract at the new location. No failure to provide a • Service in accordance with the applicable SLA as a 4.7 Mammoth shall use commercially reasonable efforts result of moving the location of the Service under this to install Service on or before the Start Date;however, Section 4.11 will be considered an Outage or be eligible the inability of Mammoth to deliver the ordered Service for Outage Credits. by smith date shall not constitute a default under this Agreement. Customer may terminate a Service Order 4.12 Customer understands that Service must be accepted by Mammoth without liability if Mammoth fails changed or altered by and with Mammoth,regardless of F to mare the Service available for testing by the fortieth type of Service. All changes and terminations must be (40th)',calendar day following the Firm Order directed to Mammoth,with Customer understanding Commitment Date unless that availability has been that contact with a third party does not alter this hinderled by access to the location(s)at which Service Agreement. Changes to the type of Services, • is to bd delivered,or Customer fails to complete assignment of new settings,support and/or necessary requirements or place necessary CPE to programming of routers and any other Service allow Mammoth to meet this deadline. The right to alterations may incur a charge to the Customer which terminate the delayed Service Order under this Section will be subject to Customer's advance written approval 4.7 is the Customer's sole and exclusive remedy for through a Service Order at Mammoth's then current Mamrrhoth's failure to meet the Firm Order Commitment labor rates or Mammoth's contract provider's non- Date. recurring rates. Customer must provide ample notice and opportunity to Mammoth to quote and schedule the 4.8 SLiA terms are defined in Appendix B and Appendix Service changes. C of this agreement and are incorporated by reference into this Agreement. 4.13 Customer hereby acknowledges that the Internet is not owned,operated,managed by,or in any way 4.9 Td receive an Outage Credit,Customer must affiliated with Mammoth or its Affiliates;it is a comply with the procedures and requirements set forth community network independent of Mammoth. in Appendix F,which is incorporated by reference Customer's use of the Internet related to Internet • herein. If Customer fails to comply with the conditions Bandwidth and IP Solutions as defined in Appendix B is set forth in Appendix F,Customer shall have waived its at Customer's sole risk and is subject to all applicable right tm Outage Credits with respect to the Outage(as local,State,Federal,and International laws and defined in Appendix F)in question. regulations. Access to the Internet is dependent on numerous factors,technologies,and systems beyond 4.10 Outage Credits shall not apply if(a)Customer Mammoth's authority and control. • Equipinent used in the Service has failed to operate prope l and contributed to the Outage,(b)the Outage 4.14 Access to networks connected to Mammoth's i is due in whole or in part to Customer's or Customer's network must be established under rules appropriate to End er's use of the Service in violation of applicable those networks. Mammoth exercises no control law or in violation of instructions furnished by whatsoever over the content and information passing Mam oth,(c)the Outage is related to routine through its network. maintenance outside normal business hours as communicated by Mammoth in writing to the Customer 4.15 Routine maintenance and periodic system repair, no less than twenty-four(24)hours prior to such upgrades and reconfigurations,public emergency or maintenance,and(d)to the extent the Outage is necessity,Force Majeure,restrictions imposed by law, attributable to the fault of the Customer including,but acts of God,labor disputes,and other situations, or electronic breakdowns,may o including mechanical Y not limited to,inadequate response time by the c g Custoi'ner. For avoidance of doubt,normal business result in temporary impairment or interruption of hours shall be 7 am to 5 pm Monday through Friday, Service. As a result,Mammoth does not guarantee Mounlain Time Zone,excluding United States federal continuous or uninterrupted Services and reserves the holidays. right from time to time to temporarily reduce or suspend Service without notice. Except as expressly set forth in 4.11 customer may move the physical location of all or Section 4.9 with respect to Outage Credits,customer part o Service to another location within Mammoth's releases Mammoth and its directors,officer,employees servin area,provided the following conditions for the and agents from any and all obligations,charges, • move re met,(a)Mammoth is the provider of the claims,liabilities,opportunity costs and fees incurred, Servi s at the new location,(b)Customer advises whether foreseeable or unforeseeable,as the result of Mam oth that Service at the new location is to replace Service interruption,omission or degradation,including the a sting Service,(c)Customer's request for the the impact resulting to the Customer. disco nection of the existing Service and the installation at the new location are received by 4.16 Use of a Party's name,trademark,service mark, Mamrtioth on the same date,(d)Customer requests copyright or other intellectual property owne a Party 4 Initi I 357078 v3/C0 F_ • or its Affiliates is strictly prohibited without the express specifications,features and advantages of the Services, written consent of a Party's corporate officer. Nothing including methods of supporting Services. Customer herein constitutes a license authorizing the use of acknowledges that the Services are technically complex Party's name,trademark,service mark,copyright or and require high-quality,individualized pre-sale and other intellectual property owned by a Party or its post-sale support. Affiliates. 5.0 Indemnification 4.17 Customer represents that it is not by law or agreement with others,prohibited from entering into this 5.1 Indemnification by Mammoth Mammoth shall Agreement. indemnify,defend and hold harmless Customer and its affiliates,parents,officers,directors,employees,agents 4.18lntentionally Omitted. successors and assigns("Customer Indemnified Parties"),from and against all claims,demands, 4.19 The terms,representations and warranties of this liabilities,damages and costs including,without Agreement may only be waived by a written instrument limitation,its reasonable attorneys'fees and other costs executed by the Party waiving compliance. Except as of defense,due to third party claims for death,bodily otherwise provided for herein,neither Party's failure at injury or property damage,to the extent caused by(i) any time,to enforce any right or remedy available to it Mammoth's negligence or other tortious conduct or(ii) under this Agreement shall be construed as a Mammoth's performance or non-performance under continuing waiver of such right or a waiver of any other the Agreement. In no event shall Mammoth be held provision hereunder. liable to any Customer Indemnified Party for any damages arising out of(a)any Customer Indemnified 4.20 EXCEPT FOR MAMMOTH'S INDEMNITY Party's negligence or tortious conduct or intentional OBLIGATIONS UNDER SECTION 5.1,CUSTOMER'S misconduct,(b)any Customer Indemnified Party's EXCLUSIVE REMEDY FOR CLAIMS ARISING OUT violation of the terms of the Services as set forth in this OF OR RELATING TO THIS AGREEMENT SHALL BE Agreement,(c)any Customer Indemnified Party's LIMITED TO OUTAGE CREDITS AS SET FORTH IN modification of the Services,(d)any Customer THIS AGREEMENT. IN NO CASE WILL MAMMOTH Indemnified Party's violation of law. The obligations of BE LIABLE FOR ANY AMOUNTS EXCEEDING IN THE Mammoth under this Section 5 are for the benefit of AGGREGATE THE AMOUNTS PAID BY CUSTOMER Customer Indemnified Parties only and Mammoth shall TO MAMMOTH UNDER THIS AGREEMENT IN THE have no liability or responsibility to any other person in PRIOR TWELVE MONTHS. MAMMOTH DOES NOT connection with any performance or nonperformance of MAKE,AND HEREBY DISCLAIMS,ANY AND ALL this Agreement. OTHER STATUTORY, EXPRESS OR IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO 5.2 Intentionally Omitted. WARRANTIES OF MERCHANTABILITY,FITNESS FOR A PARTICULAR PURPOSE,OR TITLE OR NON- 5.3 Procedure A Party entitled to indemnification under INFRINGEMENT OF THIRD-PARTY RIGHTS. this Section 5(an"Indemnified Party")shall promptly CUSTOMER ACKNOWLEDGES AND ACCEPTS THE notify the other Party to this Agreement(the REASONABLENESS OF THE FOREGOING "Indemnifying Party")in writing of any claim,action or WARRANTY DISCLAIMER AND LIMITATIONS OF proceeding which may be subject to indemnification LIABILITY. under this Agreement(an"Indemnity Claim"),but the failure to provide such prompt notice will not relieve the 4.21 Notwithstanding anything else in this Agreement, Indemnifying Party from its obligation to provide there are no third party beneficiaries to this Agreement. indemnity with respect to an Indemnity Claim except to the extent the Indemnifying Party is materially • 4.22 Customer shall be solely responsible for the prejudiced by the failure to give prompt notice. The following:(a)any costs associated with Customer Indemnifying Party will have the sole control of the Equipment;(b)access-related charges,including any defense and any settlement negotiations with respect to charges for interconnection,cross-connection, the Indemnity Claim,except that the Indemnified Party installation,wiring and construction and other access- may employ counsel to participate in the defense of any related charges;and/or(c)ordering,installing and such Indemnity Claim,and the employment of such ensuring proper operation of any and all equipment counsel shall be at the Indemnified Party's own required to enable Customer to receive the Service,as expense,unless(i)the employment of such counsel set forth in any accepted Service Order. has been authorized in writing by the Indemnifying Party,(ii)the Indemnified Party has reasonably 4.23 Customer shall be responsible for supporting End concluded(based upon advice of counsel)that a Users of the Services solicited by or assigned to conflict or potential conflict exists between the Customer,defined as Level 1 Support. Level 1 Support Indemnified Party and the Indemnifying Party that includes,but is not limited to,soliciting orders, makes it impossible or inadvisable for counsel to the completing orders,providing back-office and billing Indemnifying Party to conduct the defense of both the services and providing End User technical support. Indemnified Party and the Indemnifying Party,or(iii)the Customer warrants that communication with Mammoth Indemnifying Party has not in fact employed counsel shall originate from Customer and not the End User. reasonably satisfactory to the Indemnified Party to assume the defense of such Indemnity Claim within a 4.24 Customer shall maintain a staff of adequately reasonable time after receiving notice of an Indemnity trained and competent personnel,knowledgeable of the Claim,in each of which cases the reasonable fees, 5 Initial iL! 357078 v3/C0 F iF.- disbur ements and other charges of such counsel will Agreement or such other address as either Party may be at t e expense of the Indemnifying Party. specify from time to time in writing. Notwit standing the foregoing provisions of this Section 5.3,th prior written consent of the Indemnified Party, 6.6 Force Majeure Neither Party shall be liable,except which ill not be unreasonably withheld,conditioned or for Outage Credits as set forth in this Agreement,for delay ,will be required with respect to the settlement, any failure or delay in the performance of its obligations compromise or consent of any Indemnity Claim in which under this Agreement for any cause beyond its such Indemnified Party is an actual or potential party reasonable control including,without limitation,acts of unless such settlement,compromise or consent God,fire or other disaster or telecommunications, includes an unconditional release of the Indemnified power or Internet failure. The occurrence of any such Party tom all liability arising out of such Indemnity event shall toll the time period provided in this Claim. At the request of the Indemnifying Party,the Agreement for performance by the affected Party. Indemnified Party will provide reasonable cooperation 6 and,at the expense of the Indemnifying Party, 6.7 Construction;Interpretation The term"this assistance in the defense or settlement of any Agreement"means this Mammoth Networks Services Indemnity Claim. Agreement together with the appendixes and exhibits hereto,as the same may from time to time be 6.1 Choice of Law This Agreement and all disputes amended,modified,supplemented or restated in arising out of or relating to this Agreement will be accordance with the terms hereof so long as such goverrt•ed by,enforced,and construed in accordance to amendments,modifications and supplements are the laws of the State of Colorado. THE PARTIES mutually agreed to in writing by the Parties.No Party, AGREE THAT ANY ACTION BROUGHT BY EITHER nor its respective counsel,shall be deemed the drafter PARTY UNDER OR IN RELATION TO THIS of this Agreement for purposes of construing the ' AGREEMENT,INCLUDING WITHOUT LIMITATION provisions hereof,and all provisions of this Agreement TO INtERPRET OR ENFORCE ANY PROVISION OF shall be construed according to their fair meaning and THIS AGREEMENT,SHALL BE BROUGHT not strictly for or against any Party. Unless otherwise EXCLUSIVELY IN,AND EACH PARTY AGREES TO indicated to the contrary herein by the context or use AND DOES HEREBY SUBMIT TO THE thereof:(i)the words,"herein,""hereto,""hereof'and JURISDICTION AND VENUE OF EAGLE COUNTY words of similar import refer to this Agreement as a DISTRICT COURT,EAGLE COUNTY,COLORADO whole,including the appendixes and exhibits,and not AND AGREES THAT SUCH COURT WILL NOT BE to any particular section,subsection,paragraph, CONSIDERED,AND HEREBY WAIVES ANY CLAIM subparagraph or clause contained in this Agreement; THATI'SUCH COURT CONSTITUTES, (ii)masculine gender shall also include the feminine INCONVENIENT FORUM. and neutral genders,and vice versa;(iii)words importing the singular shall also include the plural,and 6.2 S4ccessor and Assigns Neither Party shall assign vice versa;and(iv)the words"include,""includes"or any ofl its rights,obligations or privileges(by operation "including"shall be deemed to be followed by the words of lawor otherwise)hereunder without the prior written "without limitation." consent,which shall not be unreasonably withheld,of the other Party. The terms and conditions of this 6.8 Survival. Subject to the terms and conditions of Agreetnent shall inure to the benefit of and be binding this Agreement Customer's payment obligations to upon tie respective permitted successors and assigns Mammoth will survive the expiration and termination of of the parties. Nothing in this Agreement,express or this Agreement. In addition,the provisions of Sections implied,is intended to confer upon any party other than 1,2.5,3.3,4.1,4.8,4.9,4.13 through 4.23 and 5 will the Parties hereto or their respective successors and survive the expiration and termination of this assigns any rights,remedies,obligations or liabilities Agreement. under or by the reason of this agreement,except as expressly provided in this Agreement. 6.9 TABOR.Notwithstanding anything to the contrary contained in this Agreement,County shall have no 6.3 Headings Headings used in this Agreement are obligations under this Agreement after,nor shall any provided for convenience only and shall not be used to payments be made to Mammoth in respect of any construe meaning or intent. period after December 31 of any year,without an appropriation therefore by County in accordance with a 6.4 Nr Ability to Bind Other Party Neither Party shall budget adopted by the Board of County Commissioners have Ilhe authority to bind the other by contract or in compliance with Article 25,title 30 of the Colorado other`eise or make any representations or guarantees Revised Statutes,the Local Government Budget Law R.S.29-1-101 et seq.)and the TABOR Amendment this C ) frm q arising o other. The relationship on behalf of the of 9 Agre ent shall be,and shall at all times remain that of (Colorado Constitution,Article X,Sec.20). an in pendent contractor,and does not constitute an agen ,joint venture,partnership,employee 6.10 Insurance.Mammoth agrees to maintain during relati ship or franchise. the Term of this Agreement the following insurance:(i) Workers compensation insurance as required by law; 6.5 N tices All communications required or permitted to (ii)commercial general liability coverage to include be gi n by this Agreement shall be made in writing premises and operations,personal/advertising injury, and s all be sent by a recognized overnight commercial products/completed operations,broad form property deliv y or certified U.S.mail to the address for the damage with limits of liability not less than$1,000,000 respedtive Party shown on the signature page of this per occurrence and$1,000,000 aggregate limits;(iii) 6 Ini= 3570718 v3/C0 Auto coverage with limits of liability not less than $1,000,000 each accident combined bodily injury and property damage liability insurance,including coverage for owned,hired,and non-owned vehicles;(iv) Professional Liability(errors and omissions)including Cyber Liability with prior acts coverage for all deliverables,Services and additional services required hereunder,in a form and with insurer or insurers satisfactory to Customer,with limits of liability not less than$1,000,000 per claim and$1,000,000 in the aggregate.The insurance shall provide coverage for(a) liability arising from the dissemination and/or use of confidential information stored or transmitted in electronic form;(b)Network Security Liability arising from unauthorized access to,use of or tampering with computer systems including hacker attacks,inability of an authorized third party to gain access to Customer's software or services including denial of access or services unless caused by a mechanical or electrical failure;(c)liability arising from the introduction of a computer virus into,or otherwise causing damage to, Customer or a third person's computer,computer system,network or similar computer related property and the data,software and programs thereon;and(v) Crime coverage shall include employee dishonesty, forgery or alteration and computer fraud.If Mammoth is physically located on Customer premises,third party fidelity coverage extension shall apply. The policy shall include coverage for all directors,officers,and employees of Mammoth.The policy shall include coverage for extended theft and mysterious disappearance.The policy shall not contain a condition requiring an arrest or conviction.Limits shall be a minimum of$1,000,000 per loss. 6.11 Mammoth shall perform the Services in a skillful, professional and competent manner and in accordance with the standard of care,skill and diligence applicable to consultants performing similar services. Mammoth represents and warrants that it has the expertise and personnel necessary to properly perform the Services and covenants that to the extent required by law its professional personnel are duly licensed to perform the Services within Colorado.This paragraph shall survive termination of this Agreement. 6.12 Nothing herein shall preclude Customer from working with other or different service providers for the same or similar services as those provided by Mammoth and its Affiliates. 6.13 In the event of any disagreement regarding the performance under or interpretation of the Agreement or any Service Order,the parties shall continue performance and shall attempt in good faith to reach a negotiated resolution by designating a representative of appropriate authority to resolve the dispute. In the event the designated representatives are unable to reach agreement then upon written request of either party,each party will appoint a designated executive whose task it will be to meet for the purpose of endeavoring to resolve such dispute and/or to negotiate an adjustment to the Agreement. Notwithstanding the foregoing,this paragraph shall not preclude either party from seeking other or additional relief. 7 In' al 357078 v3/C0 APPENDIX A-SERVICES NOT REQUIRING A SERVICE ORDE (d)Miscellaneous Charges • (1) Term (i) $100 NRC for BGP advertisements Services outlined on this page are Month-to- (ii) $3 MRC$25 NRC for DSL VolP priority Month unless otherwise noted. (may require a VPINCI change) (iii) $22 MRC$25 NRC for T1 VolP priority (2) Services (iv) $10 MRC$25 NRC for VRF between locations Digital Subscriber Line Aggregation,defined as (v) MLPPP DSL$40 MRC$100 NRC for the transport of DSL traffic from the Local 2x1.5Mbps/896k Exchange Carrier(LEC)interface with (vi) MLPPP DSL$60 MRC$100 NRC for Mammoth and the Customer's interface with 2x3-7Mbps/896k Mammoth. (vii) (When feeding End User locations-no wireless towers or IP POPs) Digital Subscriber Line with Upstream,defined (viii) $3 MRC$25 NRC per static IP as the transport of DSL traffic from the Local (ix) $40 MRC$25 NRC per Class C,or Exchange Carrier(LEC)interface with equivalent count Mammoth and Mammoth's interface with the public Internet. (3) Charges (4) Terms Specific to DSL Aggregation (a)Layer 2 pricing applicable to DSL ordered to an (a)For each Service above,Customer shall be aggregation point on Mammoth's network. responsible for and bear the cost of each DSL circuit,or loop,unless otherwise outlined (i) NRC for DSL Aggregation(Layer 2): in the content of a Service Order. $2,500 (b)Customer agrees to provide Mammoth with (ii) MRC for DSL Aggregation(Layer 2): sixty(60)days notice prior to moving a total (1)$500 MRC,ATM DS3, 1 year term of twenty percent(20%)of Customer's DSL (2)$800 MRC,ATM 0C3,1 year term End Users in any given month. (3)$12 MRC each DSL,charged in blocks of 10 DSLs,without pro-rate (4)all other Aggregation options identified via Service Order (5)not inclusive of any cross-connect or loop fees (b)Layer 3 pricing applicable to DSL orders to Mammoth's router and using Mammoth's Upstream Internet Providers. Non-recurring charge(NRC or setup)for DSL with Internet upstream(Layer 3)is$500 NRC. Monthly- ' recurring charge(MRC)for DSL with Internet upstream: (i) $10 MRC each DSL, 1-100 (ii) $9 MRC each DSL,101-250 (iii) $8 MRC each DSL over 250 (iv) Charged in blocks of 10 DSLs,without pro-rate, Pricing based on single End User use. Multi-tenant,multi-dwelling and Point of Presence use for DSL is priced on an individual case basis— rates above do not apply. (C) DSL Loop Pricing (i) Business rates,1 year term,$100 NRC for early termination (1) $50 MRC$50 NRC 1.5Mbps/896k (2)$70 MRC$50 NRC 3-7Mbps/896k (ii) Loop rates do not include Layer 2 or Layer 3 services priced above (iii) Loop prices subject to change per underlying Owest DSL loop rates. 8 Initiae 3570718 v3/C0 APPENDIX B—SERVICE LEVEL AGREEMENT(MEAN TIME Jitter measures interpacket delay variance and packet • TO REPAIR) loss in the Mammoth Network,and is measured on an ongoing basis every five minutes by generating • The Service Level Agreement("SLA")between synthetic User Datagram Protocol traffic.For purposes Mammoth and Customer provides the of this Appendix B,jitter means average monthly jitter following: as measured by Mammoth on an ongoing basis in five Equipment mean time to repair: minute intervals. • -4 hour mean time to repair,within business hours -8 hour mean time to repair,outside business hours Components Included: Fiber optic,coaxial,Ethernet or cable pair mean time to All components(i.e.POPs,Routers,Circuits)of repair: Mammoth's network and the components of certain -4 hour mean time to repair,within business hours other carriers or backbone providers used by Mammoth -8 hour mean time to repair,outside business hours are covered by this SLA.The SLA is limited to The above objectives shall apply to DS1,DS3,0C3, components of Mammoth's network. Service may be 0C12,0C48,0C3,0C12,and 0C48 capacity,Gigabit affected by LATA due to(i)Network Downtime under Ethernet services,and DSL-related services the Network Availability goal or(ii)the failure of the other goals in this SLA. Outage Credits shall be based only on the MRCS for locations in the particular LATA DSL SLA: for which Customer is eligible to receive Outage Credits Network Availability—the goal for network availability is under the applicable SLA. 100%,with each hour of DSL downtime qualifying Customer for one hour's Outage Credit for the Affected Components Excluded: Service,applicable to only the DSL Services provided All other services and components relating to the to Customer,by LATA. Network Availability is based on Service,including without limitation the following,are the ability to transmit and receive data from a particular not covered by the SLA:all access and connection LATA,measured from the time the trouble ticket is facilities to the Master Aggregation ATM switch(i.e. opened to the time the Service is again able to transmit DSL, PVC,local loop)at Qwest;the Master and receive data as documented by Mammoth. Aggregation ATM switch at Qwest;the ATM aggregation port at Qwest,the connection from the Latency—the goal for DSL latency is 100ms or less to Master Aggregation ATM Switch to Mammoth; the Customer's router,with Outage Credits of 10%of Customer Premises Equipment;and any other services MRC available for latency of 101 ms to 120ms,and or components not operated by Mammoth or are not a Outage Credits of 20%of MRC available for latency of part of the Service.Network unavailability or increased 121 ms or greater,by LATA. Latency will be measured latency,packet loss or jitter caused by the foregoing via roundtrip pings averaged over an hour period, excluded components will not give rise to Outage divided by two. Credits. Packet Delivery—the goal for packet delivery is 99.5%, Normal and Emergency Maintenance Service Level with Outage Credits of 10%of MRC available for packet Agreements for DSL mirror those found in Appendix E. delivery of 99.01 to 99.49%,Outage Credits of 25%of MRC available for packet delivery of 90.00 to 99.00%, The length of each Outage shall be calculated in full and Outage Credits of 50%of MRC available for packet minutes for the purposes of determining Outage delivery of less than 99.00%,by LATA. Packet delivery Credits. The existence and end of each Outage and measurements shall be conducted at an aggregate the Latency,packet delivery and jitter will be circuit level,measured as average packet loss over an determined by Mammoth in good faith based on hour period. network tests performed by Mammoth. Under no circumstances will network tests performed by Jitter—the goal for jitter is 4ms,with Outage Credits of Customer be considered valid measurable criterion for 10%of MRC available for jitter of 4 to 4.99ms,Outage the purposes of establishing Outage Credits. Credits of 25%of MRC available for jitter of 5 to 5.99ms,and Outage Credits of 50%of MRC available for jitter of more than 6ms,by LATA. Jitter measurements shall be conducted at an aggregate circuit level,measured as average jitter over an hour period for UDP traffic. The average network delay("Latency")will be measured via roundtrip pings on an ongoing basis every five minutes to determine an average monthly performance level for Latency at the relevant Point of Presence within the Mammoth Network. Latency equals the sum of roundtrip delay divided by two to calculate one-way latency results.Packet Delivery will be measured on an ongoing basis every five minutes to determine an average monthly performance level for packets delivered between the relevant POPs. 9 Initi 357078 v3/C0 E t 1 Appendix C—Dedicated Internet Access Service Level The average network delay("Latency")will be Agreement measured via roundtrip pings on an ongoing basis every five minutes to determine an average monthly Dedicated Internet Access is described as Internet performance level for Latency at the relevant Point of , conneCtivity produced by:(a)a dedicated,high-speed Presence within the Mammoth Network. Latency network connection between Customer's premises and equals the sum of roundtrip delay divided by two to Mammoth or a Mammoth affiliate's Internet Protocol calculate one-way latency results. Packet Delivery will network(Mammoth Network);and(b)routing services, be measured on an ongoing basis every five minutes to based pn Transmission Control Protocol/Internet determine an average monthly performance level for r Protocol(TCP/IP). Service may also include the packets delivered between the relevant POPs. procurement of IP address space for Customer. Jitter measures interpacket delay variance and packet The monthly Service Availability Percentage for loss in the Mammoth Network,and is measured on an Dediceted Internet Access is calculated as follows: ongoing basis every five minutes by generating synthetic User Datagram Protocol traffic.For purposes (Minut s of Outage)x 30/1440(actual Minutes in any of this Appendix C,jitter means average monthly jitter l given day) x 30 as measured by Mammoth on an ongoing basis in five minute intervals. All relevant components of the Mammoth IP Network (POP%routers and circuits)are subject to this SLA, A Distributed Denial of Service attack("DDoS")is and components of other Internet backbone providers characterized by an explicit attempt by attackers to are subject only to the Latency SLA as described prevent legitimate users of a Service from using that herein; Local access and connection facilities used to Service. DDoS attacks are not covered by this SLA. acces3 the Mammoth Network and any Customer equiprkent are not included as components of the The length of each Outage shall be calculated in full Mammoth Network for purposes of this SLA;provided, minutes for the purposes of determining Outage howevrer,solely for purposes of the Network Port Credits. The existence and end of each Outage and all Availability SLA,the components of the Mammoth Latency,jitter and network port availability Network shall include any access circuits provided by measurements will be determined by Mammoth in good Mamnioth,but shall specifically exclude any access faith based on network tests performed by Mammoth. furnisffed or ordered directly by Customer from a third Under no circumstances will network tests performed party. by Customer be considered valid measurable criterion for Outage,Latency,jitter or network port availability Network Port Availability determinations for the purposes of establishing Outage Goal Outage Credit Credits. 100% 1 hours charges for every 1 (full]hour outage Latency Goal Latency Outage Credit 80ms 81-90ms 10%of MRC 80ms 91-110ms 25%of MRC 80ms >110ms 50%of MRC Packet Delivery Goal 1 Packet Delivery Outage Credit 99.50 . 99.01-99.49% 10%of MRC 99.50 0 90.00-99.00% 25%of MRC 99.50 0 <90.00% 50%of MRC Jitter Goal Packet Delivery Outage Credit 2ms 2.1-3ms 10%of MRC 2ms 3.1-4ms 25%of MRC 2ms >4ms 50%of MRC Network Port Availability measures Network Downtime versu8 Network Uptime. Network Downtime is based on periods when a particular DIA port of Customer is unable to transmit and receive data,and Network Upti includes all other periods. Network downtime is recor ed in the Mammoth Network trouble ticket syste ,and is measured from the time Customer open a trouble ticket with Mammoth as defined in Appe dix E,to the time the affected Service is again able tO transmit and receive data according to Mamffnoth's records. i0 Initi- 3570'8 v3/C0 • Appendix D-Private Line Service Level Agreement Private Line Service is described as the carriage of interstate or intrastate traffic pursuant to the terms and 1 conditions of Agreement and the Appendices. Private Line Service is a point to point dedicated switched/non- switched electrical and/or data optical transmission, over a physical circuit between two Points of Presence (PoPs)located on Mammoth's,its affiliates,or its third party vendor networks. The monthly Service Availability Percentage for Private Line Service is calculated as follows: F (Minutes of Outage)x(Total Monthly Recurring Charge of Affected Service)x 30/1440(actual Minutes in any given day)x 30 Private Line Service Descriptions: DS1 DS3 0C3 OC12 0C48 SLA and Outage Credit Table,Service Availability Upper Level Lower Level Outage Credit% 100.000%99.99%0% <99.99%99.95%10% <99.95%99.00%25% <99.00%0.00%100% The length of each Outage shall be calculated in full minutes for the purposes of determining Outage Credits. The existence and end of each Outage will be determined by Mammoth in good faith based on network tests performed by Mammoth. Under no circumstances will network tests performed by Customer be considered valid measurable criterion for Outage determination for the purposes of establishing Outage Credits. 11 357078 v3/C0 1 t= Appenpix E—Wave Service Level Agreement i) Interruptions due to improper or inaccurate network specifications provided by Customer; The Service Level Agreement("SLA")between and Mammoth and Customer provides the j) Special configurations of the Wave services following: that have been mutually agreed to by Equiprpent mean time to repair: Mammoth and the Customer,provided, -4 hoUr mean time to repair,within business hours however,Mammoth may provide a separate -8 hour mean time to repair,outside business hours Service Level Agreement to Customer for Fiber Optic cable pair mean time to repair: those Special configurations. -4 hoUr mean time to repair,within business hours -8 hour mean time to repair,outside business hours The above objectives shall apply to 1Gbps,2.5Gbps and 10Gbps Wave services. iii M The mbnthly Service Availability Percentage for Unprotected Wave Service is calculated as follows: (Minutes of Outage)x(Total Monthly Recurring Charge of Affected Service)x 30/1440(actual Minutes in any given day)x 30 Service Objectives for Uptime,Unprotected Wave 99.90%minimum If availability is not met,the customer will receive service credits equal to the monthly rate for the affected customer Wave services multiplied by the actual percentage of availability. An outage will not be deemed to have occurred in the event that the Wave services are unavailable or impaired due to any of the following: a) Interruptions on a Circuit that is not an "Accepted Circuit",or a circuit that has been accepted or deemed accepted following provisioning of an installation order; b) Interruptions caused by the negligence,error or omission of customer or others authorized by customer to use or modify customer's Wave services; c) Interruptions due to failure of power at customer premises or failure or poor performance of customer premise equipment; d) Interruptions during any period in which Mammoth or its agents are not afforded access to the premises where the access lines associated with Wave services are terminated,provided such access is reasonably necessary to prevent a degradation or to restore Wave services; ei Interruptions during any period when Mammoth has communicated to customer that customer's Wave services will be unavailable for maintenance or rearrangement purposes; f) Interruptions during any period when customer elects not to release the Circuit for testing and/or repair and continues to use it on an i impaired basis; g Interruptions resulting from a Mammoth disconnect for customer's breach of a term set forth in the agreement pursuant to which Mammoth is providing Wave services to Customer; h) Interruptions resulting from incorrect, incomplete or inaccurate orders from Customer; 12 Initi-! 357070 v3/C0 E:. h,. Appendix F—Outage Credit Details Mammoth will endeavor to perform all non-emergency Scheduled Maintenance during pre-established To receive an Outage Credit,Customer must(a)enter a maintenance hours,or windows. Scheduled trouble ticket at the time the failure to meet the SLA(the Maintenance refers to(a)upgrades of hardware or "Outage")occurs by contacting Mammoth's Network software,(b)upgrades to increase capacity,(c)other Operating Center(NOC)via the online Mammoth pre-scheduled network activity that may degrade the Networks Partner Portal,unless Mammoth has itself quality of the Services or cause Service interruptions. opened the trouble ticket for such Service unavailability, (b)be current in its payment obligations under this Mammoth will use reasonable efforts to perform all . Agreement for all amounts not in dispute by the Scheduled Maintenance weeknights between the hours Customer,and(c)request reimbursement for Outage of 11:00 pm and 6:00 am Mountain Time Zone. Credits from Mammoth as specified hereunder and Notifications for Scheduled Maintenance shall be submit to Mammoth all necessary supporting provided by email at least 24 hours in advance of the documentation within thirty(30)calendar days of the work. It shall be the responsibility of the Customer to date of invoice for the month in which the applicable provide Mammoth in writing with correct and effective Outage occurred. If Customer fails to comply with the contact emails for said notifications. conditions for Outage Credits as set forth,Customer shall have waived its right to such Outage Credits for Emergency Maintenance shall refer to efforts to correct Outages in such month. Mammoth network conditions which require immediate correction. Emergency Maintenance,while being An Outage shall not be deemed to have occurred in the conducted,may degrade the quality of Services and event that the Service is unavailable or impaired due to may result in total disruption of Service. Mammoth may any of the following: undertake Emergency Maintenance at any time it deems necessary in its sole discretion. (i)Interruptions on a Service for which the Start Date has not yet commenced; Mammoth shall endeavor to provide Customer notice of (ii)Interruptions caused by the negligence,error or Emergency Maintenance as soon as is reasonably omission of Customer or others authorized by Customer practicable under the circumstances. to access,use or modify the Service or equipment used by Customer; (iii)Interruptions due to power failure at Customer or End User premises,or the failure or poor performance of Customer Equipment; (iv)Interruptions during any period in which Mammoth • or its agents are not afforded access to the End User premises where the access lines associated with the Service are terminated,provided such access is reasonably necessary to prevent a degradation or to restore Service; (v)Interruptions during any period that Mammoth has communicated to Customer with twenty-four(24)hours notice that the Service will be unavailable due to Normal Maintenance or grooming purposes,or Customer has released the Service to Mammoth; (vi)Interruptions during any period that Customer elects not to release the Service for testing and/or repair and continues to use it on an impaired basis; (vii)Interruptions resulting from Force Majeure (including a DDOS); (viii)Interruptions resulting from Customer's use of Service in an unauthorized or unlawful manner; (ix)Interruptions resulting from a Mammoth disconnect under Section 3.3 of the Agreement; (x)Interruptions resulting from incorrect,incomplete or inaccurate Service orders from Customer; (xi)Interruptions due to improper or inaccurate network specifications provided by Customer; (xii)Interruptions resulting from a failure of an off-net carrier's loop or network that has no SLA; (xiii)Special configurations of the standard Service that have been mutually agreed to by both parties,unless a separate Service Level Agreement for the special configuration has been established with the Service Order;and (xiv)Mammoth's inability to deliver Service by the Desired Due Date. 13 Initial 357078 v3/C0 p,. Appendix G—Mammoth NOC Guide Mammoth operates a 24 hour monitoring center that enablel access to Mammoth's Tier 1 and Tier II Network Operations Center(NOC)personnel 24 hours a day,7 days a week,365 days a year. To report any Outage or other service issues to the NOC,Customer must enter an online trouble ticket at httpl rtner.mammothnetworks.com(the"Mammoth Networks Partner Portal",or"MNPP"). In the event Customer can establish it was unable to 6 enter a trouble ticket using the MNPP due to network E unavailability or unavailability of the MNPP,Customer may cdntact the NOC at the following telephone number':307.685.5475. The NOC telephone number can be used to open tickets in place of the MNPP. However,phone tickets cannot'.be used for calculation of outage credits. Should Services be delivered to Customer using Custon`'er-provided circuits,Customer is responsible for maintaining and troubleshooting its portion of the circuit. Mamm th's NOC will assist Customer in determining troubleshooting steps for each portion of the Customer's Services. 14 Initial 357070 v3/C0 Appendix H—Switched Ethernet Service Level Agreement Switched Ethernet is described as the carriage of packets on an Ethernet network(either Metro or Long- Haul)pursuant to the terms and conditions of Agreement and the Appendices. Switched Ethernet is a point to point or point to multi-point switched electrical and/or optical transmission,over a physical circuit to a central switched point or hub on Mammoth's,its affiliates,or its third party vendor networks. The monthly Service Availability Percentage for r Switched Ethernet Service is calculated as follows: (Minutes of Outage)x(Total Monthly Recurring Charge of Affected Service)x 30/1440(actual Minutes in any given day)x 30 Private Line Service Descriptions: Metro Optical Etlernet Metro Switched Ethernet Service Ethernet Virtual Private Line SLA and Outage Credit Table,Service Availability Upper Level Lower Level Outage Credit% 100.000%99.9%0% <99.9%99.5%5% <99.5%99.0%10% <99.0%95.0%25% <95.0%00.0%50% The length of each Outage shall be calculated in full minutes for the purposes of determining Outage Credits. The existence and end of each Outage will be determined by Mammoth in good faith based on network tests performed by Mammoth. Under no circumstances will network tests performed by Customer be considered valid measurable criterion for Outage determination for the purposes of establishing Outage Credits. 15 Initi: 357078 v3/C0 service order fax to: 307.682.2519 I '- : VISIONARY - plat id: NEW Business Class Internet sales rep: backup rep: physical: rep phone: backup phone: po box 2799 phone: 888.682.1884 rep email: backup email: gillette,wy•82716 Eagle County company name: service order #: Scott Lingle (Plat ID,order#) 06/01/15 contact name: requested due date: (when company needs service) billing email: itinvoices @eaglecounty.us 04/27/15 Qemail❑paper contract date: PO Box 850 (date sent to company) _ billing address: order term: 12 months Eagle,Colorado 81631 (12,24,or 36 months) city/state/zip: FOC due date: (telco-confirmed date of install) 970-328-3581 billing phone: tax ID: bill start date: (start of billing,normally FOC DD) circuit description: charges: rr�� nn 10Mbps Layer 2 Private Line from Loc A to Loc Z:$872.00 MRC $905.00 MRC (monthly,i_t Includes/tJ does not Include taxes) • T-Marc CPE Lease:$33.00 MRC,$250.00 NRC $250.00 N RC (c rcuit install,due at signing) Labor (truck roll) Router El purchase,0 rental,El supplying own) circuit information: Loc A will use existing CTeI 1G hub,Loc Z will use Comcast circuit (note TN for DSL or if standalone,note speeds,describe circuit Such as MLPPP DSL,banded SHDSL,Beyond with Qwest.ne backup,special configuration requests and SLA if different than terms) (note circuit ID,BAN,if replacing circuit and/or contract,if a redundant circuit,etc) location A location Z Eagle County Admin Eagle County-El Jebel Office company: company: 500 Broadway St 20 Eagle County Dr. service address: service address: Eagle,CO 81631 El Jebel,CO 81623 local contact: Scott Lingle local contact: Scott Lingle 970-328-3581 970-328-3581 local phone: local phone: location notes: location notes: (dynamic,static routed,static bridged) technical information: IP type: IT contact: Jake Klearman ❑contractor Qemployee IP/IP range: IT phone: 970-328-3595 gateway/subnet: IT email: Jake.klearman @eaglecounty.us DNS: 209.193.72.2/209.193.68,2 Your signature below acknowledges that this service order is subject to the terms of the Agreement dated between Visionary Communications,Inc. dba Mammoth Networks,a Wyoming corporation and Eagle County,Colorado a body corporate and politic. Visionary Communications Inc. -a• ,'County �---_ signed: 11 print: Brian Worthen print: 6rE'd7 /'r` e 1/ title: /7 f T title: Cw,S' /4n7 r date: 0614— date: 5/5-1/r Please print two (2) of these forms out, execute, fax a copy to the number above, and mail both copies to the address above. service order fax to: 307.682.2519 VISIONARY ' plat id: NEW Business Class Internet sales rep: backup rep: physical: rep phone: backup phone: po box 2799 phone: 888.682.1884 rep email: backup email: gillette,wy 82716 Eagle County company name: service order #: Scott Lingle (Plat ID,order#) 06/01/15 contact name: requested due date: (when company needs service) billing email: itinvoices @eaglecounty.us Eg emaiIQpaper contract date: 04/27/15 PO Box 850 (date sent to company) billing address: order term: 12 months (12,24,or 36 months) Eagle,Colorado 81631 city/state/zip: FOC due date: 970-328-3581 (telco-confirm Install) ed date of instal billing phone: tax ID: bill start date: _ LT (start of billing,normally FOC DC) !- circuit description: charges: 10Mbps Layer 2 Private Line from Loc A to Loc Z:$391.90 MRC,$300 NRC $424.90 MRC (monthly,0 includes/19 does not include taxes) T-Marc 280 CPE Lease:$33.00 MRC,$250.00 NRC $550.00 NRC (circuit install,due at signing) Labor (truck roll) Router (0 purchase,t1 rental,0 supplying own) circuit information: • Loc A will use existing CTeI 1G hub,Loc Z will use SIT EoC circuit (note TN for DSL or if standalone,note speeds,describe circuit such as MLPPP DSL,bonded SHDSL,Beyond with Qwest.net backup,special configuration requests and SLA if different than terms) (note circuit ID,BAN,if replacing circuit and/or contract,if a redundant circuit,etc) location A location Z Eagle County Admin Eagle County-Avon Annex company: company: 500 Broadway St 100 W.Beaver Creek Blvd service address: service address: Eagle,CO 81631 Avon,CO 81620 local contact: Scott Lingle local contact: Scott Lingle 970-328-3581 970-328-3581 local phone: local phone: location notes: location notes: (dynamic,static routed,static bridged) technical information: IP type: Jake Klearman ❑contractor 5employee IT contact: IP/IP range: IT phone: 970-328-3595 gateway/subnet: IT email: jake.klearman@eaglecounty.us 209.193.72.2/ 209.193.68.2 Your signature below acknowledges that this service order is subject to the terms of the Agreement dated between Visionary Communications,Inc. dba Mammoth Networks,a Wyoming corporation and Eagle County,Colorado a body corporate and politic. Visionary Communications Inc, /(xo/VJe County signed:— signed: Brian Worthen ✓ ' print: •0( t / // Z f° U1 title: title: e 47.,i • date: 0/-- date: .5/5 / Please print two (2) of these forms out, execute, fax a copy to the number above, and mail both copies to the address above. service order fax to: 307.682.2519 VISIONARY - plat id: NEW V Business Class Internet sales rep: backup rep: physical: rep phone: backup phone: po box 2799 phone: 888.682.1884 rep email: backup email: gillette,wy 82716 Eagle County company name: service order #: Scott Lingle (Pat ID,order:) 06/01/15 contact name: requested due date: itinvoices @eaglecounty.us (when company needs service) 04/27/15 billing email: pemail❑paper contract date: PO Box 850 (date sent to company) '- billing address: order term: 12 months Eagle,Colorado 81631 (12,24,or 36 months) city/state/zip: FOC due date: 970-328-3581 (telco-confirmed date of install) billing phone: tax ID: bill start date: (start of billing,normally FOC DD) circuit description: charges: CPE Lease required for Layer 2 WAN at Hub location $529.00 MRC (monthly,L,I includes/51 does not include taxes) Juniper SRX 240 CPE Lease:$151.00 MRC,$500.00 NRC $500.00 NRC (circuit Install,due at signing) CenturyLink EVC&Hub for Layer 2 WAN traffic,30Mbps:$378 MRC Labor (truck roll) Router (L I purchase,51 rental,O supplying own) circuit information: Loc.A will use existing CenturyTel 1G hub and aggregate remote circuits as Layer 2 pseudo-wire (note TN for DSL or if standalone,note speeds,describe Circuit such as MLPPP DSL,bonded SHOSL,Beyond with Qwest.net backup,special configuration requests and SLA if different than terms) (note circuit ID,BAN,if replacing circuit and/or contract,if a redundant circuit,etc) location A location Z Eagle County Admin company: company: 500 Broadway St service address: service address: Eagle,CO 81631 local contact: Scott Lingle local contact: 970-328-3581 local phone: local phone: location notes: location notes: (dynamic,static routed,static bridged) technical information: IP type: IT contact: Jake Klearman contractor 5employee IP/IP range: IT phone: 970-328-3595 gateway/subnet: IT email: jake.klearman @eaglecounty.us DNS: 209.193.72.2/ 209.193.68.2 Your signature below acknowledges that this service order is subject to the terms of the Agreement dated between Visionary Communications,Inc. dba Mammoth Networks,a Wyoming corporation and Eagle County, Colorado a body corporate and politic. Visionary Communications Inc. le unty signed,: signed: Brian Worthen � i,/� print: print: . /3rei/ ce/c o!l title: f-3 joe,i-p- title: 0_4"7 /`70*cr.,'" date: OA— date: 5 -Ciii-- Please print two (2) of these forms out, execute, fax a copy to the number above, and mail both copies to the address above.