HomeMy WebLinkAboutC15-432 Visionary Communications dba Mammoth Networks,,ii"iir vlsloNARY-rilrrq* Br:siness Class Internet
phone: 888.682.1884
service order
sales rep:
rep phone:
rep email:
backup rep:
backup phone:
backup email:
fax to:
plat id:
307.682.2519
NEW
physical:
po box 2799
gilfette, wy A2716
company name
contact name
billing email
billing address
city/state/zip
billing phone
Eagle County service order #:
(Pt.t ID, ordcr *)
requested due date:(wh.n compuy nfrdr iatc.)
contract date:(dat 5cnt to complny)
order term:(12, 24, or 36 months)
FOC due date:(tcl@<onflmrd dltc of ttrbl)
bill start date:(start ot blllng, nordalty fO€ ODI
Scott Lingle 0'U01116
itinvolces@eaglecounty.us
[lematlflpaper
tol23l15
PO Box 850 36 months
Eagle, Colorado 8163 I
970-328-3581 tax ID:
circuit description:
S2,l 36.00 M RC tmontr,ry, El mctudcy @ doc not rncrudc !ard)
5500.00 N RC 1"rort rn.tott, due ar 5rsnrns)
LabOf (truck ror)
ROuter 1E ou,.rro*,El *tl, E- ruppryrng o*n)
circuit information:
QCCWave
It clrcslt
1O0Mbps Dedicated Intemet Access: $1 600.00 MRC, $0 NRC
100Mbps Layer 2 WAN Hub": $525.00 MRC, $0 NRC
Juniper SRX 240 CPE Lease.': $151 .00 MRC, 9500 NRC
Credit for space lease of 4RU at Location Z at $35/RU: ($140.00) MRC
Both circrlits lo be delivered via fiber at Location Z with routing through Grand
Junction.
*'Replaces previous Service Order for Layer 2 WAN Hub dated 4/27118
(notr TN fd DSL or lf rtandalonc, notc spreds, d.s.ibc drult such ai Hlppp OSL bondcd SttOSt. B.vondQwcst.mt b.ckup, rpcct.l @nnouddon rlaucats ..id SLA lf dtferenl thin l.
location A
Mammoth Networks
location Z
Eagle County - MSCcompany
service address
local contact
local phone
location notes
company
service address
local contact
local phone
location notes
3289 Cooley Mesa Rd
Gypsum, CO 81637
Network Operations Team Scott Lingle
307-585-5475 970-328-3581
technical information :
(dynamlc, 5t.tic rcut d, strtic bridgq
IT contact:
lT phone:
Jake Klearman flcontractor filemptoyee
IP type:
IP,/IP range:
gateway/subnet:970-328-3595
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 5 l.l I t5 Aewteen Visionary Communications, Inc.dba Mammoth Networks, a Wyomlng corporation and Eagle County, Colorado a bldy corfof-ie and poliuc. '/
Visionary Communications Inc.Eagle
signed:
print:
title:
date:
signed i
Brian Worthen print:
title:
date:r-\o.f c.,r^bor lo 1 Z-o\3
Please print two (2) of these forms out, execute, fax a copy to the number above, and mall both copies to the address above,
Ayr1t *ud a'r'h ,hr"- 7y a''-tr,Ofz"''-'eLca' ia^27 is C15-432
President
11/11/15
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Mammolh Networks Services Agr€emont
This agreemenl lor carrier services (hereinafter "service), including lhe attached SeMce Orde(s) (collectively referred 10
herein as the "Agreement') is made between Visionary Communications lnc., dba Mammoth Networks, a Wyoming
corporalion (hereinafter "Mammoth"), having oltices al 1001 S Douglas Hwy, Suile 201, Giliene WY 82716, telephon€
number 307-685-5557 and Eagle County, Colorado, a body corporate and politic(hereinafter'Cuslomed), having its
primaryotlices at 500 Broadway, Post Oflice Box 850, Eagle, CO 81631, telephon€ number (970) 328-3581.
In ordef to be eligible to receive the lerms and conditions containod in the Agreement, the Agreement musl be sbned and
retumed lo Mammoth within twenty (20) business days from the date Agreemenl was sent lor Customer signalure.
Following execution ol tho Agreemenl by Mammoih, the lully executed Agreamant shall be senl to th€ Customer via
prelerred method, as defined in the Notice seclion ol this Agreement.
The undersigned Parties have read and agree to the lerms and conditions set forth in the Agreement. This Agreement, its
exhhits and appendices and any documenls expressly referred 10 In this Agreement constitute the enlire agrssmenl
belween the Parties and supersede all prior understandings and agreemenls, wtlether written or oral, lhat may relale to
lhe subject matler of lhis Agreement.
Should any provision ol lhis Agreement be held by a courl of compet€nt jurisdiclion lo be illegal, invalid or unentotceable,
such provision shall be deemed modified 1o the extenl necessary (@nsi$enf wnh the intent ol the Parties) to eliminale lhe
illegal, invalid or unenforceable ettecl or to delete such provision if modiflcation is not f€asible, and the remaining lerms
shall continue in lull force and etlect.
This Agreement may be execuled by the Parties in separate counlerparts, each of which, when so ex€cuted and
delivered, shall be an original, but all such counterparts shall together constitute one and the same Agreemenl. Facsimile
signatures shall be deemed lo be, and shall constitute and be t.eated as an original signed Agreemenl or counlerpart.
In witness thereof, the Parties have caused this Agreement to be signed by thek duly authorized rspresentalives.
Visionary Comrnunications Inc.
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Dale:
Nolice Address:
Scotl Lingle, lT Director
Eagle County
5O0 Broadway
Posl Otfice Box 85O
Eagle, CO 81631
Phone: 970-328-3581
Fax: 970-328-3599
With a copy io:
Eagle County Attorney's Otlice
500 Broadway, Posl Oltice Box 850
Eagle, CO 81631
Phone; 970-328-8695
Fax: 970-328-8699
Eilling Address: Same as Notice Address above
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Nolice Address:
Visionary Communications Inc
'r001 S Douglas Hwy, Suite 201
Gillette WY 82717-2799
Attn: Contract Management
Phone: 307-685-5557
Fax: 307-682-251 9
357O741'3lCO
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1.0 DQfinitions
l
"CPEI means Cuslomer Premises Equipment used al
the Erld User location or Customer location in
conjurlclion with a SeMce.
'CuS{mer Equipmenl" means CPE other than CPE for
wtrichlMammoth has agreed lin a Service Order] to
assunie maintanance responsibilily,
'Due Oale' shall mean forty-five (45) calendar days
trom lhe invoice dale.
'Effecfve Dale" means the date this Agreement is lully
sign6d by both Mammoth and Cuslomer.
"End qsef means Customer's clienls or any third party
who ulilizes or accesses the Services or Mammoth's
netwolk via the Services provided hereunder.
"Firm grder Commitment Date'means lh€ date where
the lodal exchange carrier or fiber provider will commit
to havhg rhe chcuit provlsioned and available lor use.
'Forco Majeure" means an unforeseeable event beyond
the re{sonable conrrol of that Parly, including withoul
limitatibn: act of God, lire, flood, labor strike, sabotago,
cable out not caused by Mammoth or its underlying
caniarl acls of terror, governmenl laws or regulations,
war orrcivil disordet.
'MRC"Imeans the monthly recu.ring cost ot a Service,
which lryill be as set torth on Appendix A or as agreed
upon qy the Parties and documented on a Service
Ordor,las applicable.
"NRC"rmeans a one-time, non-recuning cost with
respeg to a Service, which will be as set lorth on
Appenfix A or as agreed upon by the Parties and
documbnled on aach Service Order, as applicable.
"OutagB Credit' means a credit specitied and issued in
accordpnce with lhe lerm$ of Appendices B, C, D and E
to lhis Fgreement lhat is applied to reduce amounts
olherwfse due lrom Cuslomer to Mammoth for Services
providdd under this Agreemenl.
"Parlieg' means, collectively, Mammoth and Customer.
"Past Que Date" shall mean the lirst business day thal
is torty+live (45) calendar days trom the invoice date.
'Servicb Acceptance Date" shall mean the date
Mammbth accepls the underlying circuit or cross-
conndt from an underlying provider or landlord, or the
dale Mbmmoth enables the circuit in the case where
Mammbth is the undeflying provid€r.
'Servi$ OrOer' means lhe order form represenling a
specifid telecommunicalions product lo be provided for
a detinfd period lo lhe Customer.
'seMs start Date" means the dale of actual
inslall4ion and aclivation by the telephone company or
Mammbth. whichever comes tirst.
'SeMcja' or'Servbes" means the underlying product
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used to provide lel€communicalions and data transport
lo ths Cuslomer.
'SLA" means the SeMce Level Agreemenls associaled
with Services under this Agreemenl as specilied on
Appendices B, C, D and E to this Agreement.
'Termination Liability Charges' means (i) rill previously-
waived NRC for an applicable Sorvice Order, (ii) all
Monlhly Recurring Costs (MRC) through the tirst twelve
(12) months of the remaining l€rm ol the lhen
applicable Service Order TErm, and (iii) litty percent
(50%) of the MBC for the remaining nonths beyord lhe
first twelve (12) months ot lhe then applicable Service
Order Term.
'Undisputed Payrnent" means the amount ol an invoice
with respect to which Customer has not properly and
timely submilted a billing dispute.
2.0 Terms and Conditions
2.1 This Agreement sets lorth th€ terms and conditions
under which Mammoth shall provide Services to
Cuslomer, as turther specitied on the Service Order for
individual Sorvices ordor€d by Customer. The terms of
any aclive Service Orclers shall supersede any
inconsistent terms and conditions contained in this
Agreement when sp€cilically denoted in the Setvice
Description.
2.2 This Agreement shall not be modified or amended
excepl via wrinen instrument agreeable to both Parties.
In the evant a conllict €xists between lhis Agreement
and lerms of any Amendment heteto, then the term in
the Am€ndmenl shall tak€ precsdence.
2.3 Mammoth will provide the Services or cause lhe
Services lo be provided lo Customer in accordance wiih
lhis Agreement. Mammoth may utilize an Atfiliate or
lhird party to provide Services to Customer and will
present to th6 Cuslomer consolidaled invoices tor som€
or all portions ot lhe S6wices. Nolwithslanding the
loregoing, Mammoth shall remain responsible for
performance of the Services as set lorth horein.
2.4 Omilted
2.5 Taxes All fees owed by Customer to Mammoth are
exclusive of, and to the exlent not olherwise exempt,
Customer wlll b€ responsible for, all sales, use, excis6,
Federal Universal SeMca Fund and olher lax$,
including NECA tariff increases whera applicable, thal
may be levied upon €ither Party (axcept for taxes based
on Mammolh's nel income) in connection wnh this
Agreement or on activities conducled using the
Services. Each Parly shalt be solely responsible tor all
taxes on ils own business and shall b€ responsible for
any relaled tax filings, payment, protesl, audit and
litigation related therelo, Mammoth acknowledges that
Cuslomer is a tax exempl entity.
2.6 Mammoth aulhorizes Customer to Initiate orders for
lelecommunicalions circuits lo Mammoth's network,
prwided that Customer orders are for Servicos defined
in Appendix A or have been accepted by Mammoth as
evidenced by a tully executecl Service order.
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Mammolh has lhe right, in its sole discretion, lo refuse
any such SeMce Orders upon review.
2.7 Mammoth shall provide Servbes in accordance with
applicable Slale tarifis governing lhe provisions of such
Services In the Slate providad. In the event ol a conflict
belween larilt and this Agreemenl, where applicable,
the contlict shall be resolved In the favor of the tarifl.
This provision is not applicable io unregulated and/or
non-taritfed SeMces.
3.0 Invoicing
3.1 Procedure Cuslomer shall be invoiced by email
and/or via U.S- Poslal or courier seryice at Customer
preference each monlh in advance of Service, lor all
amounts due and owing to Mammoth. Payments are
due within forty-five (45) dal|s foilowing the invoice date
(the "Due Date"). Unless otherwise specitied in writing
by Mammoth, paymenls shall be made payable to
"Visionary Communicalions" and mailed as directed on
the invoice. Credil card, money order, wire transters
and cashier's checks, in each case representing
immedialely available funds, are also acceplable
paymenl instrumenls.
3.2 Advance lnvoice Mammoth will invoice Customer in
advance for all Services. All amounts otherlhan a
written disputed amounl not received by Mammoth in
lull by the Due Dat€, will be considered past due, and
subject to a lale payment lee of the lesser ot one and
one-half percent (1.sold per monlh, or porlion lhereof,
or lhe maximum amount allowed by law. Customer
Services, individually or as a whole, may be terminated,
disconnected, and equipment removed upon ten (10)
business days' notico it payment, less any timely and
properly submitled billing disputes, is nol received by
the Due Date. Mammoh may charge a $500 reconnect
fee lor any individual Service at its sole discretion to
reslor€ such ServiCe.
3.3 Disoule of lnroice Customer shall only b6 obligated
to pay the Undisputed Paymenl amount on or before
the Due Date. ln order lo properly dispute all or any
portion of an invoice, Cuslomer must give wrinen notice
to Mammolh of the dispuled amount ($/ith dstails of the
nature ol lhe dispute and the SeMces and invoice(s)
dispuled) wilhin sirty (60) calendar days tollowing lhe
dale of the applicable invoice. The Parties shall use
commercially reasonabl€ ettons lo mutually resoh€ the
dispute in good failh within a sixty (60) calendar ddy
timelrame tollowing lhe Customer's giving lhe notice of
dispr.ie. The Parlies shall supply the other Party with
addilional informalion or documentation it shall
reasonably requesl in order.io delermlne lhe resolution
ol the dispute. It lh€ dispute is resolved against lhe
Cuslomer, lhe Cuslomer shall pay the dispuled
amounls. ll Cuslomer is entitled to c,€dits or
adjustm€nts lor disputed amounts, Mammoth will credil
Customer tor the disputed amount.
3.4. Intenlionally Omitted.
4.0 Term
4.1 This Agreement is lor the term provided on the
inhial Service Order or lor a two (2) !€ar period should
357078 v3/CO
initial Service ordered by Cuslomer under this
Agreement be a Seryice ordered without a Service
Order pursuant lo Appendix A (lhe 'lnitial Term'). The
Initial Term begins on the date of actual installallrn ol
the inatial, individual Service and activation by the
telephone company or Mammoth, whichever comes
tirst (hereinatter "Slart Date'). To the exlent that the
term ol any Service Order for any Service exlends
beyond the Inilial Term or any Services are provided on
a monlh-lo-month basis, this Agfeemenl shall remain in
fri, force and ettect for such Service until the expiralion
or lerminalion of tinal active Service Order or lhe
terminalion ol lhe month-to-monlh Services under this
Section 4.1 (lhe "Extension Term,' and, collecti\€ly wilh
the Initial Term, lhe *Term"), atler which this Agreemenl
-will terminale. After the Initial Term. all Services shall
aulomatically conlinue trom month to month, al the lhen
current monlh-lo-month rale. communicaled to
Customer in writing, unlil terminaled by Customer
hereunder. To terminate a SeMce provided on a
month-to-monlh basis, Cuslomer musl give Mammoth
writlen notice. afler which lhe Servbe will terminale at
lhe end ol thirty (30) calendar days or a later date as
requesled by customer. To terminate a seMce al the
end ol lhe term specified in any Service Order,
Customer must provide Mammoth wilh wrinen notice at
least thirty (3O) days prior lo lhe end ol such lerm.
Customer will be liable lor paym€nt of any Services
provided prior to the date ol Termination.
4.2 Intenlionally Omitted.
4.3 Customer may carrcel a submitted Service Order'by
providing Mammoth with wrinen notice ol such
cancellation. ll Customer cancels a Service Order
within lhree (3) business days atter the date on rvhich
Mammolh cruntersigns the Service Order, Cuslomer
will not b€ charged any cancellation lees for lhe
terminated Service Ofder. It Customer cancels a
Service Order more than lhr€e (3) business days atler
the date on which Mammoth countergigns lhe Se.vice
Order, bul prior to the S€Mce Acceptance Date lor the
individual Service, as communicated by Mammolh,
Customer shall pay Mammoth a cancellalion te€ €qual
lo lhe NRC outlined on the Servbe Order and allthird-
party construction, cancellalion and/or lermination
charges incuned by Mammoth, including any
previously-waived NRCs from underllng liber
providers. It Cuslomer cancels a Service Order on or
after the Service Acceptance Date, Cuslomer shall pay
to Mammolh all Termination Liability Charges. Upon
cancellation of the Service Order under this Section 4.3,
the applicable Service covered by lhe Servic€ Order will.
be considered lerminaled. Cuslomer may cancel a
Service provid€d pursuant to Appendix A other lhan on
a month-to-monlh basi6 upon no less lhan 30 days'
prior winen nolice lo Mammoth.
4.4 Mammoth may upon ten (10) days prior written
nolice to customer le.minale lhis Agreement and all
Services hereunder tor failure by Customor to limely
pay amounts due under this Agreemenl.
4.5 Intenlionally Omitted.
4.6 Mammoih shall notity Customer ol the Start Date fot
the Sewice. ln the event the Cuslomer is unable ol
unwillihg to accept Service al such time, lhe subJect
Servicp witl be held available tor a period nol to exceed
thirly @0) days from lhe Start Oate, during which
SeMcb will be considered active, and will be invoiced
as an hdive Service. Following this period, if the
Custolner has nol accepted SeMce, Mammoth has the
righl t{ terminate Service and invoice Termination
Liabilily Charges.
4.7 Mlmmoth shall use commercially leasonable ettorts
to instbll Service on or betore the Start Date; howover,
th6 in4bility of Mammolh to deliver the ordered Servico
by su{h date shall not constilute a detaull under this
Agreein€nl. Customer may terminale a SeMce Order
accepfed by Mammoth wilhoul liability il Mammolh fails
lo male the Service available for testing by the tonieth
(40th)lcalendar day lollowing the Firm Order
Comriitmenl Date unless that availabilily has b€en
hinde|bd by access lo lhe location(s) al which SeMce
is to bp delivered, or Cuslomer fails to complete
necesbary requirements or pl&e necessary CPE lo
allow lrammoth lo meel this deadline. The righl to
termirhte the delayed Service Order under lhis Secion
4.7 is ihe Custome/s sote and exclusive remedy for
Mamr{roth's lallure to meet the Firm Order Commitment
Date,
4.8 Sl+A lerms are defined in Appendix B and Appendix
C of tliis agreement and are irEorporated by reference
into tt{s Agreemenl.
4.9 Td receive an Outage Credit, Customer must
comply with the procedures and requirements set lorlh
in Apdendix F, which is incorporaled by reference
herein. It Cuslomer lails to comply wlth lhe condilions
set fodth in Appendix F, Customer shall have waived its
right tO Oulage Credits with respecl lo lhe Oulage (as
definep in Appendix F) in quesiion.
4.'10 Qutage Credits shall nol apply it (a) Customer
Equipnent used in the Service has tailed lo operate
propefly and contributad to the Outage, (b) the Outage
is due]in whole or in part to Customer's or Customer's
End tjser's use of the SeMce in violation of applicable
law orlin violation of inslruclions turnished by
Mamrfofi, (c) the Outage is relaled lo routine
maintananco oulside normal business hours as
comrnirnicated by Mammoth in u/riting to the Cuslomer
no lesF than twenty-tour (24) hours prior to such
maint+nance, and (d) to the extent the Outage is
attribdtable to lhe taull of the Gustomer including, bul
not liflfited lo, inadequata response time by lho
custoiner. For avoidance of doubt, normal business
hoursrshall be 7 am to 5 pm Mondaylhrough Friday,
Mounlain Time Zone, excluding United Stales lederal
holidays.
4.1 1 ouslomer may mo\re the physical location of all or
part of SeMce to anolher localion within Mammoth's
servin! are4 provided the lollowing clnditions lor the
move [re met, (a) Mammoth is the provlder ol lhe
Servides at lhe new location, (b) Customer advises
Mamrioth that Servic€ at the new localion is to replace
the e{sting Servica, (c) Customer's request tot the
discorineclion ot lhe €xisting SeMce and lhe
instattbtion al the new location are received by
Mamrtolh on the same date, (d) Cuslomer requests
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Mammoth inslallS€rvice at lhs new localion on or prior
to the disconnection date ol lhe SeMce at fte exisling
location (e) Customer pays all charges due al lhe
existing location through lhe disconnection date and
applicable non-recurring and r€cutring charges at the
new localion and (f) the underlying connection provided
by Mammoth, it conlracted, can be replaced with a
clntracl at the new location. No failure to provide a
Service in accofdanc€ with the applicable SLA as a
resull ol moving the localion ol the SeMce under lhis
Section 4.11 will be considered an Outage or be eligible
for Outage Credils.
4.12 Customer understands that Selvice must be
changed or altered by and with Mammoth, regatdless ol
type ol Service. All changes and terminations must be
directed to Mammoth, with Custome. understanding
that contact with a third party does not aller this
Agreern€nl- Changes to lhe type ot Services,
assignment ot new settings, support and/or
programming ol roulers and any other Service
alteralions may incur a charge lo the Cuslomer which
will be subject to Customer's advance wrinen approval
through a Service Order at Mammoth's then cunent
labor aales or Mammolh's contract provider's non'
recurring rates. Customer musl provide ample nolice
and opportunity to Mammoth to quole and schedule ihe
Service changes.
4.13 Customer hereby acknowledges that lhe Internet
is not owned, opelated, managed by, or in any way
afiiliated wilh Marnmoth or ils Atfiliates; it is a
communily network independent of Mammoth.
cuslomet's use of the Inlernet relaled lo Internel
Bandwidth and lP Solutions as defined in Appendix B is
at Customer's sole risk and is subiect 10 all applicable
local, Stats, Federal, and International lau/s and
regulations. Access lo the Intemel is dependenl on
numerous faclors, lechnologies, and syslems beyond
Mammoth's aulhority and conlrol.
4.14 Access 10 networks connecled lo Mammoth's
nelwork must be established under rules appropriate t0
lhose notworks. Mammoth exercises noconttol
whalsoever over lhe conteni and information pasging
through its nelu/ork.
4.15 Routine maidenance and periodic system repair,
upgrad€s and re@ntiguralions, public emergency or
necessily, Force Mal€ure, reslrictions imposed by law'
acls of God, labot disputes, and other siluations,
including mechanical or eleclronic breakdowns' may
result in temporary impairment ot inlerruption of
Service. As a result, Mammoth does not guarant€e
continuous or uninletrupted SeMc€s and reserves the
right from time to time lo temporarily redrce or suspend
Service without nolice. Excepi as expressly sel lorth in
Section 4.9 wilh resp€cl to Oulago Credits, customer
releases Mammoth and its directors, oflber, employees
and agents tfom any and all obligations, chargss,
claims, liabilities, opportunity costs and tees incurred,
whether foreseeable or unforeseeable, as the resull of
SeMce interruption, omission or degradation, including
lhe impact resuliing to the Customer.
4.16 Use of a Party's name, lfademark, seMce mark'
copyight or other intellectual property owngllqa Pany(f\l| /l4 tnltiaUl-
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or its Affiliates is slrictly prohibited Wthout the express
willen consent ot a Party's corporate ofricer. Nolhing
herein constituies a license authorizing lhe use of
Pady's name, trademark, service mark, copyright or
olher intellectual properly owned by a Party or its
Affiliates.
4.17 Customer repres€nls that it is not by law or
agreement with others, prohibited lrom entering into this
Agreemenl.
4. 1 Shtenlionally Omitled.
4.1 9 The terms, representations and warranties of this
Agreement may only be waived by a fvritlon instrument
executed by the Party waiving compliance. Except as
olherwise provided for herein, neither Parly's lailure at
any time, lo ento.ce any right or remedy available lo it
under this Agreement shall be construed as a
continuing waiver of such right or a waiver of any other
orovision hereunder.
4.20 EXCEPT FOR MAMMOTH'S INDEMNIfi
OBLIGATIONS UNDER SECTION 5.1, CUSTOMER'S
EXCTUSIVE REMEDY FOR CLAIMS ARISING OUT
OF OR RELATING TO THIS AGREEMENT SHALL BE
LIMITED TO OUTAGE CREOITS AS SET FORTH IN
THIS AGREEMENT. IN NO CASE WILL MAMMOTH
BE LIABLE FOR ANY AMOUNTS EXCEEDING IN THE
AGGBEGATE THE AMOUNTS PAID BY CUSTOMER
TO MAMMOTH UNDER THIS AGREEMENT IN THE
PRIOB TWELVE MONTHS. MAMMOTH DOES NOT
MAKE, AND HEREBY OISCLAIMS. ANY AND ALL
OTHER STATUTORY. EXPRESS OR IMPLIED
WARRANTIES. INCLUDING BUT NOT LIMITED TO
WARRANTIES OF MERCHANTABILITY, FITNESS
FOR A PARTICULAR PURPOSE, OR TITLE OR NON-
INFRINGEMENT OF THIRD.PARTY RIGHTS.
CUSTOMER ACKNOWLEOGES AND ACCEPTS THE
REASONABLENESS OF THE FOREGOING
WARRANW DISCLAIMER AND LIMITATIONS OF
LIABILITY.
4.21 Nolwhhstanding any,thing else in this Agreemenl,
lhere are no third party beneliciaries lo this Agreemont.
4.22 Customer shall be solely responsible lor the
lollowing: (a) any costs associated with Customer
eguipment; (b) acc€ss-related charges, including any
charges for interconneclion, cross-connection,
inslallation, wiring and conslruction and olher access-
relaled charges; and/or (c) ordering, installing and
ensuring proper operation ot any and all equipmenl
reeuired to enable Cuslomer lo receive the Service, as
set forth in any accepted SeMc€ Ord€r.
4.23 Customer shall be responsible for supporting End
Users ot the Services solicitad by or assbned to
Cuslomer, defined as L€vbl 1 Suppod. Level 1 Supporl
includes, but is not limited to, soliciting orders,
completing orders, providlng bac*-ofiice and bllling
services and providing End Us€r lechnical support.
Cuslomer \ivarrants thal communication with Mammoth
shall originale trom Customer and nol lhe End User,
4.24 Customer shall maintain a slait of adequately
trained and compeldnl personnel, knowledgeable of lhe
357078v31CO
specifications, features and advanlages o{ lhe Services,
including methods of supporting SeMces. Customer
acknowledges that the Services are lschnically complex
and require high-qualily, individualized pre-sale and
post-sale support.
5.0 lndemnifbalion
5.1 Indemnilicalion bv Mammolh Mammolh shall
indemnify, detend and hold harmless CustomBr and its
atfiliates, parenls, officers, directors, employees, agents
successors and assigns fCuslomer Indemnilied
Parties'), lrom and againsl allclaims, demands,
liabililies, damages and cosls including, without
limilation, its reasonable ettorneys'fees and olher cosls
of detense, due lo third party claims for dealh, bodily
injury or property damage, to the eldent caused by (i)
Mammoth's negligence or other torlious conducl or (ii)
Mammoth's pedormance or non-performance under
the Agreement. In no e\ent shall Mammolh be held
liable lo any Cuslomer Indemnified Party lor any
damages arising out ot (a) any Customel Indemnified
Partys n€ligence or tortious conduc't or intentional
misc,onducl, (b) any Customer Indemnified Party's
violation ol th€ terms ol the SeMces as set fonh in this
Agreemenl, (c) any Cuslomer hdemnified Party's
modilication of the SeMcss, (d) any Customer
lndemnitiod Parly's violalion of law. The obligalions ol
Mammoth under this Seclion 5 are {or lhe benelil of
Customer Indemnified Parlies only and Mammolh shall
have no liability or responsibility to any other person in
connection wlth any perlormance or nonperformance of
lhis Agreement.
5.2 Intentionally Omitted.
5.3 Pfocedure A Party entitled to indemniiication under
lhis Section 5 (an'lndemniiied Paq/) shall promptly
notitylhe olher Partyto this Agreemenl (the
"hdemnitying Parl/) in wriling ot any daim, action or
proce€ding which may be subject to indemnification
under this Agreemenl (an 'lndemnily Claim'), but lhe
tailure lo provide such prompt nolice will not relieve the
Indemnifying Party from ils obligalion to provide
indemnity with respecl to an Indemnity Claim excepl lo
lhe extenl the Indemnifying Party is materially
pre.iudiced by the tailure to glv6 prompt notice. The
Indemnilying Party will have the sole conlrol of the
delense and any selllement negoliations with respect to
the Indemnily claim, except that lhe Indemnified Party
may employ counsel to participate in the delense ol any
such lndemnity Claim, and the employment ot such
counsel shall be at ths Indemnitied Parly's own
expense, unless (i) the employmenl ol such counsel
has been authorized in writing by the Indemnifying
Parly, (ii) the Indemnified Parly has rcasonably
concluded (based upon advica of counsel) thal a
contlicl or polential conflict exists between the
Indemnitied Party and the IndemniMng Party thal
makes it impossible or inadvisable lor counselto lhe
Indemnifying Parly lo conduct the defonse ot both the
lndemnified Pariy and the Indemnitying Party, or (iii) the
hdemnitying Party has not in lact €mployed counsel
reasonably satisladory to lhe lndemnified Party lo
assume the defense of such Indemnity Claim within a
reasonablg lima after r€ceiving nolice ol an Indemnily
Claim. in each o{ which cas€s lhe reasonable tees,
^*@-
delay$, wilt be requlred with respecl to the settlement,
comprfmise or consent ol any Indemnily Claim in which
disburlemenls and olher charges o1 such counsel will
be at |tre expense ol lhe Indemnitying Party
Notwilhstandlng the loregoing provisions ol this Seclion
5.3, thb prior written consent of th€ Indemnified Party,
which fvtll noi b€ unreasonably withheld, condilioned or
such lirdemnified Party is an actual or potential party
unlesd such genlement, compromise or consenl
includls an uncondilional release ot the lndemnified
Party lom all liabilily arising out ot such Indemnily
Claim.l At the request ot lhe lndemnifying Party, ihe
Indemhitied Party will provide reasonable cooperation
and, al the expense of the Indemnilying Parly,
assistfnce in the defense or settlement ol any
Indemhity Claim.
o.t Clbice of Law This Agreement and all disputes
arisingf out ol or relating to this Agreement will be
govorrted by, enforced, and construed in accordance to
the laws ol the Stale of Colorado, THE PARTIES
AGREE THAT ANY ACTION BROUGHT BY EITHER
PARTY UNDER OR IN RELATION TO THIS
AGR*MENT, INCLUDING WITHOUT LIMITATION
TO INTERPRETOR ENFORCE ANY PROVISION OF
THIS AGREEMENT, SHALL BE BFOUGHT
EXCLUSIVELY IN, AND EACH PARTY AGREES TO
AND OOES HEREBY SUBMIT TO THE
JURI$ICTION AND VENUE OF EAGLE COUNTY
DTSTHICT COURT, EAGLE COUNTY, COLORADO
AND GREES THAT SUCH COURT WILL NOT BE
coNgtDERED, AND HEREBY WAIVES ANY CLAIM
THAT iSUCH COURT CONSTITUTES,
rNcoillvENtENT FORUM.
6-2 Sr.Ecessor and Assiqns Neilher Party shall assign
any oll its rights, obligations or privileges (by operation
ol law or otherwiss) hereunder wilhout the prior wilnen
consent, which shall not be unreasonably t^tithheld, of
the otlier Party. The tefms and conditions ot lhis
Agree/nenl shall inure lo lhe benelit of and be binding
upon he respective permined successors and assigns
ol the,Parties. Nothing in this Agreemenl, express ot
impliep, is intended to conter upon any parly other than
the Pdrties hereto or their respeclive successots and
assigrls any tights, remedies. obligalions or liabilities
under'or by the reason ot this agreement, except as
expreisly ptovided in this Agreemenl.
6.3 HCadings Headings used in this Agreement are
provi$d lor convenience only and shall not bo used to
construe meaning or intenl.
6 4 N0 Abilitv to Bind Othsr Partv Neither Party shall
have he authority to bind the othet by contract or
othenfise or make any represenlalions or guarantees
on behalf of the oth€r. The relalionship arising tiom this
Agreqnent shall be, and shall al all times remain lhat ot
an in&oendent conlraclor, and does not conslitute an
agend, ioint venture, partnership, employee
relati{rship or lranchise.
o.s Nltbes lt communi(Etions requirod or permitted lo
be gi{en by this Agreemeil shall bo made in writing
ana sfnatt be sent by a recogniz€d overnight commercial
delivdy or certified U.S. mail lo the address fot the
respelrive Party shown on lhe signatut€ page o{ this
357078v31CO
Agreem€nt or such other address as either Party may
specily trom time to time in wriling.
6,6 Force Maieute Neither Parly shall be liable' except
lor Oulage Credils as set forth in this Agresment, lor
any failure or delay in the perlormance of its obligalions
under this Agreement tor any caw€ beyond its
reasonable control including, without limitation, acts ot
God, fire or olher diSaster or relecoinmunications,
oower or Inlemot lailure. The occurrence ol any such
event shall toll the time period provided in this
Agleemenl lor performance by the atfected Pany.
6.7 Construction: Inlerpr€lalion The rerm'this
Agreement" means this Mammoth Networks Services
Agreement together with the appendixes and exhibits
hereto, as lhe same may trom time lo time be
am€nded, modified, supplemented or restaled in
accordance with th€ lerms hereol so long as such
amendmenls, moditications and supplements are
mutually agreed to in writing by the Parties. No Party'
nor its respective counsel, shall be deemed the drattef
of this Agreement lol purposes of conslruing the
provisions hereof, and all provisions of lhis Agr€ement
shall be construed according to their fair meaning and
not striclly tor or against any Party. Unless othetwise
indicated to the contrary herein by the context or use
hereof: (i) the words,'herein,"'herelo," "hereof and
words of similat imporl refer lo lhis Agreement as a
whole, including lhe appendixes and exhibils, and not
10 any particular seclion, subsection, paragraph,
subparagraph orclause conlained in this Agreoment;
(ii) masculine gender shall also include the leminine
and neutral genders, and vice versa; (iii) words
importing the singular shall also include the plural, and
vice versa; and (iv) the words 'include,'"includes'or
"including" shall be deemed lo be lollowed by lhe words
'without limitation."
6.8 Survival. Subject to the terms and condilions of
lhis Agreement Cuslomer's paynent obligations to
Mammolh will survive lhe expiration and termination of
this Agreement. tn addition, lhe provisions of Sections
l, 2.5, 3.3, 4.1, 4.8, 4.9, 4.13 through 4.23 and 5 will
suMve the expiralion and lerminalion of this
Agreement.
6.9 TABOR. Notwilhstanding anything lo the contrary
contained in lhis Agreement, Counly shall have no
obligations under this Agreement aftor, nor shall any
payments be made to Mammoth in respecl ol any
period after December 31 ot any year, without an
appropriation ther€lore by County in accordance with a
budget adopted by lhe Board ot County Commissioners
in compliance with Arlicle 25, title 30 of the Colorado
Revised Statutes, the Local Government Budgel Law
(C.R.S. 29-1-101 et. soq.) and theTAEOR Amendment
(Colorado Constitution, Article X, Sec. 20).
6.10lnsuranco. Mammoth agrees to mainlain during
the Term of this Agreem€nt the lollowing Insurance: (i)
Workers compensalion insulance as requked by law;
(ii) commercial general liabilaly coverage to include
premises and opelalions, personal/advertising inlury,
productycompleted opsrations, broad form properly
damage with limits ol liability not l€ss than $1,000,000
per occurrence and $1,000,000 aggregate limits; (iii)
"9-
Auto coverage with limits of liabilily not less than
$1,000,000 each accidenl combined bodily iniury and
property damage liabilily insurance, including coverage
{or owned, hlred, and non-owned vehicles; (iv)
Professional Liabllily (errors and omissions) inctuding
Cyber Liability with prior acts coverage for all
deliverables, Services and additional seMces reouired
hereunder, in a form and wilh insurer or insurers
salisfaclory to Customer, with limils of liability not less
lhan $1,000,000 per claim and $1 ,000,000 in the
aggregate. The insurance shall provide cov€rage tor (a)
liability arising from the disseminauon and/or use of
contldenlial Intormalion stored ortransmined in
eleclronic form; (b) Network Securily Liability arising
lrom unauthorized ac'cess lo, use of of tampering with
computer syslems including hacker anacks, inabilily ol
an aulhorized third party lo gain ac@ss to Customer's
sotlware or services induding denial of ac€ess or
serv'rces unless caused by a mechanical or eleclrical
faiture; (c) liability arising trom the inlroduction ol a
compulor vhus inlo, or olherwise causing damage to,
Customer or a third person's compula, computer
s)atem, nelwork or similar computer related properly
and lhe data, software and programs lhereon: and (v)
Crime coverage shall include employee dishonesly,
lorgery or alteralion and computer lraud. lt Mammoth is
physically localed on Customer premises, third pany
lidelity coverage extension shall apply. The policy shall
include covorage tor all dhectors, otlicers, and
employees ol Mammoth. The policy shall include
coverage lor elilended theft and my$erious
disappearance. The policy shall nol conlain a condition
requiring an arrest or conviction. Limits shall be a
minimum of $1,000,000 per loss.
6.11 Mammolh shall perform the Services in a skilliul,
prolessional and competenl manner and in accordance
wilh th€ standard of care, skill and diligence applicable
lo consulianls perlorming similar services. Mammolh
represenls and warrants thal it has the expertise and
personnel necessary lo properly perform the SeMces
and covenants lhal to the exlenl required by law hs
professional personnel are duly lhensed to perlorm lhe
Services wilhin Colorado- This paragraph shall survive
termination ol lhis Agaeemant.
6.12 Nothing herein shall preclude Customer from
working wilh other or ditferenl seMce providers lor the
same or similar services as those provided by
Mammolh and its Affiliates.
6.13 In the evenl ot any disagreement regarding the
pertormance under or interprelation ol lh€ Agreement
or any Service Order, lhe parties shall conlinue
pertormarrce and shall attempt in good tailh lo reach a
negotialed resolution by designating a represenlativ6 of
appropriale authorily to resolve the dispule. In the
evenl lhe designaled representatives are unable to
reach agreement then upon wrinen request of eith€r
party, each party will appoint a designated executive
whose task it will be to meel lor lh€ purpose of
endeavoring to resolve such dispute and/or to negotiate
an adjustmenl lo lhe Agreemenl. Nolwithstanding the
toregoing, this paragraph shall not preclude either party
trom seeking other or addilional rslief.
357078v3/CO
I
I
Appeilorx A - SeRvEEs Nor REoulRtNG A sERvlcE
ORDES
(1) , fetm
Services outlined on this page are Monlh-'to-
Month unless otherwise noted'
12) Services
Digital Subscriber Line Aggregation, defined as
the transport ol DSL lrattic from the Local
Exchange Carrier (LEC) interface wilh
Mammoth and the Customer's interlace wilh
Mammoth.
Digital Subscriber Line with Upstream, delined
: as the transport of DSL lratfic trom the Local
' Exchange Carrier (LEC) interlace wilh
Mammolh and Mammoth's intertac€ wlth the
Public lnternet-
(3) Charges
(A) Layer 2 pricing appllcable to DSL ordered to an
aggregalion point on Mammoth's network.
(D NRC for DSL Aggregalion (Layet 2rl
$2,500(ii) MRC for DSL Aggregation (Layer 2):
(1) $s00 MRC, ATM DS3, I Yearterm
' - (2) $800 MRC, ATM OC3' 1 Yealterm
(3) $12 MRC each DSL, charged in
blocks ol 10 DSLS' withoul pro-rale
(4) all other Aggregation options
identified via Service Order
(5) not inclusive ot any cross'connect or
looo fees
(b) Layer 3 pricing applicable to DSL orders loI Mammoth's rouler and using Mammolh's
Upstream lnlernet hoviders. Non-recuning
r charge (NRC or selup) lor DSL with Internet
' upstream (Layer3) is $500 NRC- Monlhly-
' recurring charge (MRC) tor DSL with lnternet
upstream:(i) $10 MRC each DSL' 1-100
(iD $9 MRC each DSL, 101-250
(iii) $8 MRC each DSL over 250
(iv) Charged in blocks ol 10 DSLS, without
pro-tale. Pricing based on single End
User use. Mulli-t€nant, mullidwelling
and Point ol Presence use for DSL is
priced on an individual case basls -
rates aborre do not apply.
(p) DSL LooP Pricins
(i) Business rates, I year t€rm' $100 NRC
tor early termination
(1) $50 MRC S50 NRC 1.5Mbpsa96k
(2) $70 MRC $s0 NRC 3-7MbPsE96k(ii) Loop rates do not include Layer 2 ot
Layer 3 services priced above
(iiD Loop prices subied to change per
underlying Owest DSL loop rates.
357|Xav3/Co
I
I
(d) Miscellaneous Charges
0 $100 NRC tol 8GP advertisements(ii) $3 MRC $25 NRC for DSL VolP priority
(may require a VPINCI change)
(iii) $22 MHC $25 NRC lor T1 VolP priority
(iv) $tO MRC $25 NRC tot VRF belween
locations(v) MLPPP DSL$40MRC$10o NRCtor
2t1.5Mbps896k
(vi) MLPPP DSL $60 MRC $100 NRC lor
2x3-7MbPs/896k
(vii) (When leeding End User locations'no
wireless towers or lP POPs)
(viii) $3 MRC $25 NBC Per static lP
(ix) $a0 MRC $25 NRC Per Class O' or
eouivalent count
(4) Terms Specific to DSL Aggregation
(a) For each Service above, Customer shall be
responsible tor and bear the cost ol each
DSL circuil, or loop, unless otherwise outlined
in the contsnt of a Service Order.
(b) Customer agrees to provide Mammoth wilh
sixty (60) days notice prior to moving a tolal
ot twenty percent (20%) of Customer's DSL
End Users in anY given month.
i
E
Er:
APPENDIX B - SERVICE LEVEL AGREEMENT(MEAN TIITE
To REPATR)
The Service Level Agreemenl ("SLA') belween
Mammolh and Customer provides the
following:
Equipment mean time lo repair:
- 4 hour mean time lo repak, within business hours
- I hour mean time to repair, outside business hours
Fiber oplic, coaxial, Ethernel or cable pair mean lime to
repair:
- 4 hour mean time lo repair, within business hours
- 8 hour mean time to repair, oulsid€ buslness hours
The above obiectives shall apply to DS1, DS3, OC3,
OC12,OC48, OC3, OC12, and OC48 capacity, Gigabit
Ethernel sorvices, and DSL-related services,
DSL SLA:
Network Availability - the goal tor network availabilily is
100%, with each hour of DSL downtime qualilying
Customer for one hour's Outage Credit for the Aflected
Servic€, applicable to only the DSL SeMces prodded
to Customer, by LATA. Network Availability is based on
the ability to transmit and receive data from a particular
LATA, measured from the time the lrouble ticket is
opened to lhe lime the Servica is again able 10 transmit
and receive data as documented by Mammolh.
Latency - lhe goal for DSL latency is 1 00ms or less to
the Customer's router, with Outage Credits of 10% of
MRC available for latency of l0lms lo 120ms, and
Outag€ Credils ol20 /" ol MBC available for lateney of
1 21 ms or grealer, by LATA, Latency will be measured
via roundtdp pings averaged over an hour period,
divided by two.
Packel Delivery - the goal lor packet delivery is 99.5%,
with Outage Credits of 10% ot MRC available for packel
delivery of 99.01 to 99.497o, Outage Credits ot 25y" ol
MRC available for packet delivery ot 90.00 to 99.000/",
and Outage Cfedats of 50% of MRC available ior packet
delivery ot less than 99.00%, by LATA. Packet delivery
measurements shall be conducted at an aggregate
circuit level, measured as average packal loss oler an
hour period.
Jilter - the goal for jitter is 4ms, with Outage Credits ot
10% ol MRC available lor iilter ol 4 to 4-99ms, Outage
Credits ol25olo of MRC available tor jitter of 5 to
5.99ms, and Outage Credits of 50% of MRC available
for jiner ol more than 6ms, by LATA. Jitter
measuremenls shall be conducted at an aggregate
circuil level, measured as average iitler over an hour
o€riod for UDP traltic.
The average nelwork delay ("Latency") will be
measured via roundtrip pings on an ongoing basis
every tMe minrrtes to delermine an average monthly
performance level for Latency at th6 relevant Poinl of
Presence within lh€ Mammoth Network, Latency
equals the sum ot roundtrip delay divided by two to
calculate one-way latency results. Packet Delivery will
be measured on an ongoing basis every five minutes lo
delermlne an average monthly porformance level for
packets delivered belween lhe relovant POPs.
Jitter measures Inlerpacket delay varlarrce and packel
loss in the Mammoth Network. and is measured on an
ongoing basis every five minutes by generating
synlhelic User Datagram Protocol traflic. Forpurposes
of this Appendix B, jilter means average monthly liner
as measured by Mammoth on an ongoing basis in live
minute inlervals.
Components Included:
All componenls (i.e. POPs, Routefs, Circuits) of
Mammothl nelwork and the components of certain
olher carriers or backbone providers used by Mammoth
are covered bythis SLA. The SLA is limiled to
cfiponents of Marnmoth's network. Service may be
affecled by LATA due to (i) Network Downtime under
the Network Availability goal or (ii) the failure of the
olhef goals in this SLA. Outage Credlts shall b€ based
only on lhe MBCS for localions in lhe parlicular LATA
for which Customer is eligible to feceive Outage Credits
under th6 applicable SLA.
Componenls Excluded:
All other services and componenls relaling lo lhe
Service, including without limitation the lollowing, are
not covered bythe SLA: all access and connection
tacilities to the Master Aggregalion ATM switch (i.e.
DSL, PVC, local loop) al Qwest; lhe Master
Aggregalion ATM switch at Owest:the ATM
aggrsgalaon pon at Qwest, lhe connection from the
Master Aggregation ATM Switch to Mammoth;
Customer Premises Equipment; and any other services
or componenls nol op€rated by Mammoth or are nol a
parl of the Service. Network unavailability or incroased
lalency, packet loss or jitter caused by the foregoing
excluded componenls will not give rise lo Oulage
Credits.
Normal and Emergency Mainlenance Service Level
Agreements tor DSL minor those lound in Appendix E.
The length of each Outage shall be caldlaled in tull
minutes for the purposes of determining Outage
Credits. The existence and end of each Outage and
the Lalency, packel delivery and jitter will be
determined by Mammoth in good taith based on
nelwork tesls performed by Mammoth. Under no
circumstances will network tests performed by
Customer be considered valid measurable criterion for
the purposes of establishing Outage Credits.
357078v31CO
,"n,nV-
Appendix C - Dedicated htetn€l Access Service Level
Agreement
Dedicded Intetnet Access is descrlbed as Internet
conne4tivity produced by: (a) a d€dicated, high-speed
networ* connec{ion beMeen Customer's premises and
Uammbtn oI a Mammoth alfiliate's Inlernet Protocol
network lMammoth Network); and (b) routing seniices,
based pn Transmission Control Pfotocol/lnlernel
Prolocol OCP P). Servlce may also include lhe
procurbment ol lP address space for Customer'
The mOnlhly Service Availability Percenlage tor
Dedicdled Inlernet Access is calculated as tollows:
(Minut?s ol Outage) x 30/ 1440 (actual Minutes in any
given day) x 30
All reldvant components ol lhe Mammoth lP Nelwork
(POP* routers and circuils) are sublect to lhis SLA,
and cdmponenls ot other Internel backbon€ ptoviders
are subjoa only to the Lalency SLA as described
herein; Local accass and connection facilities used to
accesa the Mammoth Network and any Customer
eouiprient are not included as components of the
tutimnlotr Network lor purposes of this SLA; provided,
howe*r, solely lor purposes of the Network Port
Avaitability SLA, the components of the Mammoth
Netwolk shall include any access circuits provided by
Mamnioth, bul shall specifically exclude any acc€ss
lurnistfed or ordered dkectly by Customer lrom a third
parly.'
Netwokk Port Availability
Goal Oulage Credit
100o/" t hours charg$ for every 1 lfulll hour outage
The average network delay ('Latency') will ba
measured via roundtrip pings on an ongoing basis
evory five minutes io determine an average monlhly
.
pertormance level for Latsncy at the relevant Point of
'Presence within the Mammoth Nelwotk. Latency
eouals the sum of roundtrip delay divided by lwo lo
calculate one'way latency rssults. Packet Delivery will
b6 measured on an ongoing basis every five minules to
determine an averag€ monthly performance level for
Dackels delivered between the relevant POPs.
Jitter measures interpacket delay variance and packet
loss in the Mammoth Network, and is measured on an
onqoinq basis every five minutes by gen€raling
syitneiic User Dalagram Prolocol trafiic Fot purposes
oithis Appendix C, Jitter means average monlhly jilter
as measured by Mammoih on an ongoing basis in live
minule intervals.
A Distributed Denial of SeMce attack ("DDoS) is
characterized by an explicit aflompt by attackers to
prevent legitimate users of a Service lrom using that
bervice. DOoS atlacks are not covered by this SLA'
The length o{ each Outage shall b€ calculated in lull
minutes for the purposes ot determining Outage
Credits. The existence and end ol each Outage and all
Latency, iitter and neiwork pofi availability
measuiements will be delermined by Mammoth in good
faith based on nelwotk tests perlormed by Mammolh'
under no circumslanc€s will nelwork tests perlormed
by Cudomer be considered valid measurable criterion
lor Outage, Lalency, jitler or network port availability
determinations lor the purposes ot establishing Outage
Credits.
I
t.
E
t'
Lalen0yGoal Latency
SOms 81'90ms
80ms 91'1 10ms
80ms >110ms
Outage Credil
10% ot MRC
25% ot MRC
50% of MRC
Packot Deti\€ry Oulage Cfedit
99.01-99.49c6 10'l. of MFC
90.00-99,00% 250l. of MRC
<€0 OO% 50"/o ol MRC
Packel Delivery Oulage Credil
2.1.3ms 10ol" ol MRC
3.'l-4ms 25% ot MRC
>4ms 50% ol MBC
Packdl Delivrery
Goal'
99.50/.
se.50F
99.50%
Network Pon Availability measures Nelwork Downtime
versut Network Uptime. N€twork Downtime is based
on peiiods when a particulat DIA port of Customer is
unablb to tansmil and receive data, and Netwoft
UDtin+ includes all other periods. Nelwork downtime is
recorded in the Mammoth Nstwork trouble ticket
svseln, and is measured lrom the time Cuslomer
6enJ a touble ticket $/ith Mammoth as delined in
Aooeldix E, to lhe lime lhe atfected Service is again
abt'e $ ransmit and rec€ive dala according to
Mam4noth's records.
Jilter
Goal
2ms
2ms
2ms
sszolavzrco
I
I
I
10
Appendix D - Private Line Service Level Agreemenl
Private Line Service is d€scribed as the caniage of
interstale or inlrastate tratfic pursuanl lo lhe lerms and
condilions of Agreement and the Appendices. Private
Line Service is a point lo poinl dedicated switched/non-
switched eleclrical and/of data optical transmission,
over a physical ckcuit between two Poinls ol Presence
(PoPs) located on Mammolh's, its atliliates, or its third
parly vendor networks.
The monthly Service Availability Percenlage tor Private
Line Servlce is calculated as follows:
(Minutes ol Outage) x Oolal Monthly Recurring Charge
ol Aftected Service) x 30/ 1440 (actual Minutes in any
given day) x 30
Private Line Service Descriptions:
DSI
DS3
oc3
ocl2
oc48
SLA and Outage Credit Table, Service Availability
Upper Level Lower Level Oulage Credit o/.
100.000% 99.99% 0%
49.99% 99.95% 10%
<99.95o/o 99.0OYc25%
<99.00% 0.00% 100%
The length ol each Outage shall be calculaled in full
minutes tor the purposes of determining Oulage
Credils. 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 lesls performea by
Customer be considered valid measurable crilerion for
Outage determination for the purposes ol establishing
Outage Credits.
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AppenFix E - Wave Service Level Agreemenl
The SQrvice Level Agreemenl ("SLA') belween
Mamrioth and customer provides lhe
tollowing:
Equipttent mean time to repair:
- 4 hour mean time lo repair, within business hours
- I hour mean time lo repair, outside business hours
Fiber qptic cabl€ pair mean time lo repair:
- 4 hodr mean time to repair, within business hours
- I hoqr mean lime to repair, outside business hours
The atiove obiectives shall apply to 1Gbps, 2.SGbps
and 1oGbps Wave services.
The mbnthly Service Availability Percenlage tor
Unprolected Wave Service is calculated as follows:
(Minut?s of Outage) x (Total Monlhly Recurring Charge
of Atfefted Service) x 30/ t440 (aaual Minules in any
given day) x 30
Servicf Objectives tor Uptime, Unprolected Wave
99.9096 minimum
lf avallEbllity is not met, ihe customer will receive
servicd credils equal to the monthly rate for the attecled
custonl€r wave services multiplied by lhe actual
percertage ol availability.
An outf3e will not be deemed to have occurred in the
event hat the Wave s€rvi@s are unavailable or
impairld due to any ot the loltowing:
a) Interruptions on a Circuit that is not an
'Accepted Circuil", or a chcuit that has been
accepted or deemed accopted lollowing
provisioning of an installation order;
bl Interruptions caused by the negligence, error or
, omission oi customer or others authorized by
customer lo use or modity cuslomer's Wave
, seMces;
cl Intenuptions due to lailure of power al customeri premises or failure or poor perlormarrce of
customer premiso equipment;
dl Interruptions during any period in which
Mammoth or ils agents are not allorded
accgss to the premises where the actess
lines assoclated with Wave services are
tsrrninaled, providad such ac@ss is
' reasonably necessary lo prevent a
degradation or to restore Wave services;
el Inlenuptions during any pedod when Mammoth
has communicaled to customer lhal
customer's Wave services will be unavailable
lor maintenanc€ or rearangement purposes;
t) Interruptions during any petiod when customer
slecls not lo release the Circuil for testing
i and/or repalr and continues lo use it on an
i impaired basis;
gf lntenuptions resutting trom a MammothI disconnect for customer's breach ol a lerm
I set forth in lhe agreement pursuanl lo which
Mammoth is providing Wave services to
Cuslomer;
hl Interruptions resulting trom incorect,
incomplete or inacturale orders lrom
Cuslomeri
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3S7o70v3lCo
Interruplions du€ to improper or inacrurate
nelwork specificalions provided by Customer;
and
Special configurations of the Wave services
that have been mulually agreed 10 by
Mammolh and the Customer, provided,
however, Mammoth may provide a separate
Service Level Agreemenl lo Customet lor
those Special configuralions.
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Appendix F - Outage Credit Details
To receive an Outage Credit, Customer must (a) enter a
trouble tickel at the time the failure to meel lhe SLA (the
'Outage") occufs by conlacling Mammoth's Network
Operating Cenler (NOC) via the online Mammoth
Nelworks Parlner Portal. unless Mammoth has itself
opened the Vouble ticket tor such Service unavailability,
(b) be current in its payment obligations under this
Agreement for all amounls nol in dispule by the
customer, and (c) request reimbursoment for outage
Credils from Mammoth as specilied hereunder and
submil lo Mammoth all necessary supporting
documentation within thirty (30) calendar days of lhe
dale ot invoice to.lhe month in which lhe applicable
Outage occuned. It Cuslomer fails to comply with the
conditions lor Outage Credits as set forth, Cuslomer
shall have waived its righl to such Outage Credits for
Outages in such month.
An Outage shall not be deemed lo harre occurred in the
event that the Service is unavailable or imoaired due to
any ol lhe tollowing:
(i) Inlenuplions on a Service for which lhe Slart Dale
has nol yet commenced;
(ii) Inlerruptions caused by the negligence, error or
omission of Customer or others authorized by Customer
to a@ess, use or modity lhB Serv'ce or equipmenl used
by Customer;
(iii) lnleruptions due lo power failure at Customer or
End User premis€s, or the lailure or poor psrformance
of Custom€r Equipment;
(iv) Intenuplions during any period in which Mammoth
or its agents are nol afforded access to the End User
premises where |he access lines associated wilh the
S€rvice are terminated, provided such access is
reasonably necessary to prevent a degradalion or to
reslore servic€;
(v) lnterruptions during any period thal Mammolh has
communicaled to cuslomer with twenty-lour (24) hours
notice that lhe Service will be unavailable due to
Normal Mainlenance or grooming purposes, or
Cuslomer has released lhe Service lo Mammoth;
(vi) Inlenuptions during any period that Customer elects
not to release the SeMcs for lesling and/or repair and
continues to use il on an impaired basis;
(vii) Inlerruptions resulting trom Force Maieure
(including a DDOS);
(viii) lnterruplions resulting from Customer's use of
Service in an unauhorized of unlawlul manner;
(ix) Intenuptions resulling from a Mammolh disconnect
under Seclion 3.3 ol lhe Agreement;
(x) Intearuplions resulting lrom incorreol, incomplete or
inaccurale Service orders trom Customer;
(xi) Interruptions due to improper or inaccurate nelwo*
specilications provided by Cuslomer;
(xii) Inlerruptions resulting trom a failure ot an olt-net
carrier's loop or network lhat has no SLA;
(xiii) Special configurations of lhe slandard Service that
have been mutually agreed to by bolh parties, unless a
separate Servica Level Agr€ement for lhe special
conliguration has been established u/ilh the Service
Order: and
(xiv) Marnmoth's inabilily to deliver Service by lhe
Desired Due Date.
3S7078v3lCO
Mammolh will andeavor lo pertorm all non-emergency
Scheduled Maintenance during pre- established
maintenan@ hours, or windows. Scheduled
Maintenanc-e refers to (a) upgrades of hardware or
software, (b) upgrades to increase capacily, (c) olher
pre-scheduled network actMty lhal may degrade the
qualily ol lhe Services or cause SeMce intenuptions.
Mammoth will use reasonable etforts to oerform all
Scheduled MaintenEmce weeknights belween the hours
ot | 1:00 pm and 6:00 am Mounlain Time Zone.
Notifications for Scheduled Maintenance shall be
provided by email al least 24 hours in advance ol lhe
work. ll shall be the responsibilily of the Customer lo
provide Mammolh in witing with correcl and eftedive
conlact emails for said notilicalions.
Emergency Maintenance shall refer to efforls lo correct
Mammoth nelwork conditions which require immediat€
correction. Emergency Mainlenance, while being
conducted, may degrade the quality ol Services and
may result in total disruption of Service. Mammolh may
undertake Emergency Mainlenance at any time it
de€ms necessary in ils sole discrelion.
Mammoth shall endeavor to Drovide Cuslomer notice ol
Emergency Maintenance as soon as is reasonably
oraclicable under lhe circumstances.
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Appendix G - Mammoth NOC Guide
Mammbth operates a 24 hour monitoring centerthat
enableb access to Mammoth's Tier 1 and Tier ll
Netwoil( Operations Center (NOC) personnel 24 hours
a day, I da]6 a week, 365 days a year. To report any
Outagi or other service issues to lhe NOC, Customer
must ehl6r an onlino trouble tickel al
htlB/p34n9tq'SllCIglb!]gtuAllC.egll (the'M ammoth
Networks Paflner Portal', or'MNPP")'
In lhe event Customer can establish it was unable lo
enter atroubls ticket using lha MNPP due lo network
unavaiprbility or unavailabilily of tha MNPP, Customer
may cdntact the NOC al ths tollowing telephone
numb€l: 307,685.5475.
:
The NoC telephone number can be used to open
tickets ln place ol lhe MNPP. However, phone lickets
cannotlbe used for calci'llation ol culage credits.
ShouldlServices be delivered lo Customer using
Cuslor*rer-provided circuits, Customer is responsible for
maintalning and troubleshooting 1ts portion of the circuit.
Mammpth's NOC will assist Customer in delermining
trouble$hooting steps lor each portion of tho
Cuslorfiels Services.
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Appendix H - Swilched Ethernet Service Level
Agreemenl
Switched Ethernet is described as the carriage ol
packels on an Ethernet nelwork (either Metro or Long-
Haul) pursuant lo the lerms and conditions ot
Agreement and lhe Appendices. Switched Ethernet is
a poinl to poinl or point lo mulli-point switched electrical
andlor optical transmission, over a physical circuil lo a
cenlral su/ilched point or hub on Mammoth's, its
attiliates, or its third party vendor nelworks.
The monthly Service Availability Percentage for
Switched Elhernet Service is calculaled as follows:
(Minutes of Outage) x (Total Monthly Racurring Charge
ol Atlected Service) x 30/ 1 440 (actual Minutes in any
given day) x 30
Private Line Service Descriptions:
Metro Optical Etbernet
Metro Switched Ethernet Service
Elhernel Virtual Prival6 Line
SLA and Oulage Credit Table, Service Availability
Upper Level Lower Level Outage Credif %
100.000% 99.9%oy"
<99.9% 99.5% 5"/o
<€9.5% 99.e/o 10%
49.0%95.eh25./.
45.0% 00.@/c 50%
The length ot each Outage shall be calculated in tull
minutes for lhe purposes ot determining Outage
Credits. The existence and end ol each Outage will be
delermined by Mammoth in good tailh based on
network tests performed by Mammoth. Under no
circumslances will network lests perlormed by
Cuslomer be considered valid measurable criterion for
Outage datermination for the purposes of establishing
Outage Credits.
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357078v3/CO
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service order fax to: 307.6a2,25tg
plat id:NEW"1N=VISIONARY"-ii'it!F'
Business Class Internet
phone: 888,682.1884
sales rep!
rep phone:
rep emall:
backup rep:
backup phone:
backup email:
physlcal:
po box 2799
gilfette, wy. E27tG
company name Eagle County
contact Scott Lingle
service order #:(pbr tq o.ds rl
requested due date:(whc[ Comtany madi SaMe)
contract date:(dt€ sent to @m!.ny,
order term:
(12, 2{, or 36 mnths)
FOC due date:
[tcl@.@nnr@d d.te of |ffiil)
bill start date:(strrt of bllllng, normalv FOC OD)
06/01115
billing email
billing address:
city/state/zip:
billing phone:
itinvoices@ea gleco unty, us
filematlf-]oaoer
04/27/15
PO Box 850 12 months
Eagle Colorado 8163'l
97G328-3s81 tax ID:
circuit description:cha rges:
loMbps Layer 2 Private Line from LocA to Loc Z: S872.00 MRC
T:Marc CPE Lease: 933.00 MRC, $25O.OO NRC
(notc lN,or OSL or f sBnctrtong, rcb 3pe!ds, d6cnb! lircui! such as HLPF OSL, boMed SHDSL, Bemnderst.et uactup, spcciaiconfrgua:iron ;iiuEtili'tr-SiAliolrineii tiii ii
circuit information:
Loc A will use existing CTel 1G hub, Loc Z will use Ccimcast circuit
cl.ot it rupliqing clGuit rndTor contnd, it !
5905.00 MRC 1^nulrfl h{rudeyEldc6 nor Incrude raxs)
5250.00 NRC (d@rr rnsbl, duc.t srening)
Labor rt-.r.,u
ROUter E**n"""E.nt r,Ef suppryhe own)
location A
Eagle County Admin
location Z
Eagle County - El Jebel fficecompany
service address
local contact:
local phone:
location notes:
500 Broadway St
company:
service address:
local contact:
local phone:
location notes:
20 Eagle County Dr.
Eagle, CO 81631 El Jebel, CO 81 623
Scott Lingle Scott Lingle
97G.328-3581 97G328-3s81
technical information ;{dFahic, static nuted, struq brtdos
IT contact:
IT phone:
IT email:
Jake Klearman !.on,r..ro. pemproyee IP type:
IPIIP range:
gateway,/subnet;
DNS:
970-328-3595
jake.klearman@eaglecounty.us
zo9. 193.72.2 / 2O9.t93.68.2
Ygur signature below acknowledges that thls service order is subject to the terms of the Agreement dated between vtsionary communtcaflons, Inc.dba Mammoth Networks, a wyomlng corporation and Eagle County, Cilorado a body co-poratc and pougi6.
Visionary Communications Inc.
print:
title:
date:
Brian Worthen
signed:
print:
title:
date:
Please print two (2) of these forms out, execute, fax a copy to the number abovg and mail both copies to the address above.
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:!: i service order
sales rep:
reP Phone:
rep email:
backup rep:
backup phone:
backup email:
fax to: 307.6a2.2519
plat id:NEW
physical:
po box2799
gllfette, wy 82716
, #, vrqlp"x*sx-
phone: 888.682.1884
company
contact
billing
Eagle County
name
email
5cott Lingle
service order #:
(Pl.t ID, ords ,)
requested due date:(wh.n cohgany recds sgdkc)
contract date:
(daE st to comra6y)
order term:
(12, 24, or 36 |Mttu)
FOC due date:(tdo-conli@d dale of ln$ll)
bill start date:(sFn ot bilflng, @rDlly FOC oD)
Mt01/15
itinvo i ces@eaglecounty.us pemaitflpaper u/27115
billing address
city/state/zip
PO Box 850 12 months
Eagle, Colorado 8163'l
billing phone 970-328-3581 tax ID:
circuit description:
lOMbps Layer 2 Private Line from Loc A lo Loc Z: $391 .90 MRC, $300 NRC
T-Marc 280 CPE Lease: $33.00 MRC, $250.00 NRC
(nok n bi DSl, of if st.ndlbne, noE speds, d*db. drott suci .s lttPpp DSL, bonded SHDSLQ{6tnd b.du9, sg*irl aonncunUoo eu6ts arid SLA if difler.nt
circuit information:
Loc A will use existing CTel 1G hub, Loc Z will use 5lT EoC circuit
$424'90 MRC r*nu'rv,lJ irbdcvElooes not rrctudc t res)
5550.00 N RC 1ci..uiln*"r, du€ .t sien,ns)
Labor o*r.rrr
Router E o,*.*,EI *.r, E :uppryinc o*n)
company
location A
Eagle County Admin
location Z
Eagle County - Avon Annex
- 500 Broadway Stservrce a00ress:
company
service address 100 W. Eeaver Creek Blvd
Eagle, CO 81631 Avon, CO 81620
r___, ___!-_._ ScottLinglelocal contact: J_Scott Linqlelocal contact: -
. 97G328-3581local phone:. 970-32&3581local pnone:
location notes location notes
I
technical information :
(oynrh(, 9bDc EuH, 5tatlc FEcft
. Jake Klearmanr I conlact:f].on,.u.to. Blemptoyee
IP type
IPIIP range
gateway/subnet
DNS
IT phone
lT email
97G32&3595
jake. klearman@eaglecounty.us 209. 193.7 2.2 | 209.193.6a.2
Your signature below acknowledges that thls servlce order ls subject to the terms of the Agreement dated
-betwcen
Visionary communicsUons, Inc.
dba Mammoth Netwofts, a Wyomlng corporatlon and Eagle County. Colorado a body corporate and potitic.
print:
tifle:
date:
sig ned:
print:
title:
date:
Please print two (2) of these forms out, execute, fax a copy to the number above, and mail both copies to the address above.
ai.iir:::r!
ir:i+'j.: VISlONARY-rh*;:'ri
Business Class Internet
phone: 888.682.1884
service order
sales rep:
rep phone:
rep emall:
backup rep:
backup phone:
backup email:
fax to:
plat id:
307.682.2519
NEW
physlcal:
po box 2799
giflette, wy A2716
company name
contact name
billing email
bllllng address
city/state/zip
billing phone
Eagle County
Scott Lingle
service order #:
(ptat IO, ods r)
requested due date:
(wnen comparry mads sde)
contract date:(d!tc $ot bo @ripiny)
06/01/15
itinvoices@eag lecounty.us
Blemaitlnaper
04n711s
PO Box 850
order term: 12 nronths
(12, 24, or 36 mnthi)Eagle, Colondo 81631
97G328-3581 tax ID:
FOC due date:(t€kGcoofirmd dlte ol inrt lt)
bill start date:
(51rfr ol billin!, nomally Foc oD)
circuit description:charges:
5529.00 M RC t-onary,[ rrctuaeq/E oes nor inctude tares)
5500'00 NRC 1a.uit Inebu, d@.t rrenins)
Labor Guck m[)
Router ,E ou.*r."El -ar, E zupprrm own)
circult information:
Loc. A will use existing CenturyTel lG hub and aggregate remote
ci.cuits as Layer 2 pseudo-wire
drcult if
CPE Lease required fo. Layer 2 WAN at Hub location
Juniper SRX 240 CPE Lease: $151.00 MRC, $500,00 NRC
Centurylink EVC & Hub for Layer 2 WAN traffic, 3OMbps: $378 MRC
(nota TN fo. CrSL d f
'Gds,d6diba (
p, spRbl such $ MLPP| OSL bondcd SHDSL gcyond
tunuon rcqu6t3 and su it di ftrcnt than te
location A
Eagle County Admin
location
company
service address
local contact
local phone
location notes:
500 Broadway St
company:
service address:
local contact:
local phone:
location notes:
Eagle, CO 81 631
Scott Lingle
97G328-3581
technical information :
rbtk reut€d,siluc bdCcs
IT contact: Jake Klearman flco ntractor ple-ptoyee IP type:
IPIIP range:
gateway,/su bnet:IT phone: 97G328-3595
IT email: jake.klearman@eaglecounly.us
DNS 2O9.793.72.2 / 209. 193.68.2
Your slgnature below acknowledges that tfiis service order ls subJect to the terms of the Agreement dated _between Vlstonary Communlcations, Inc,dba Mammoth Networks, a Wyomlng corporatlon and Eagle County, Colorado a boOy corporate and politic.
print:
titlei
date:
Brian Worthen
signed:
print:
title:
date;
ancl mailPlease print two (2) of these forms out, execute, fax a copy to the number above,both coples to the address above.
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