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HomeMy WebLinkAboutC19-291 Visionary BroadbandService Order Form email: business@visionarybroadband.com phone: 307.687.9933 fax: 307.682.2519 postal mail: Visionary Broadband . PO Box 2799 . Gillette WY 82717-2799 physical: Visionary Broadband . 1001 S Douglas Hwy . Suite 201 . Gillette WY 82716 Please execute Service Order Form and fax a copy to the number above, then mail a hard copy to t he address above. ver 0519 20MB Private Line. 36 mo. term. Quote ID 1838 Ethernet 20Mb $684.00 Monthly CPE Lease $25.00 Percentage of Interstate Utilization (PIU – 0% or 100%): 0 % Charges: Term: 36 Months $709.00 MRC, does not include current taxes $150.00 NRC NRC = Non-Recurring Cost, MRC = Monthly Recurring Cost 500 Broadway St. Eagle CO 81631 20 Eagle County Drive El Jebel CO 81623 Company Name: Eagle County - El Jebel Contact Name: Scott Lingle Billing Email: scott.lingle@eaglecounty.us Billing Address: PO Box 850 City/State/Zip: Eagle CO 81631 Phone: 970-328-3581 Tax ID: 999999 Circuit Description: Location A Company: Eagle County - El Jebel Service Address: Local Contact: Local Phone: Location Notes: Visionary Communications, Inc. signed: dl.signhere.2 print: dl.fullname.2 title: dl.title.2 Account Number: SF-276107 Service Order Number: SO-00005133 Contract Date: August 2, 2019 Requested Due Date: Jurisdiction certification: Location Z Company: Eagle County - El Jebel Service Address: Local Contact: Local Phone: Location Notes: Eagle County - El Jebel signed: dl.signhere.1 print: Jeff Shroll title: Your signature below acknowledges you have read, understand and accept the Terms of this Service Order Form. This Service Order Form is subject to the Network Service Master Agreement between the companies below executed on 5/4/15, including the term length displayed on this form, and that you are duly authorized to execute and deliver this Contract as of the date set forth below. DocuSign Envelope ID: ACBDE787-3827-4A7F-8F28-E99D82E9A46DDocuSign Envelope ID: 702C0942-B728-4ADB-8E35-46FB0493FC8F Gina Dillard VP Of Operations County Manager Mammoth Networks Services Agreement This agreement for carrier services (hereinafter "Service"), including the attached Service Orders) (collectively referred to herein as the "Agreement") is made between Visionary Communications Ino., dba Mammoth Networks, a Wyoming corporation (hereinafter Wammoth"}, 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 ccndition s 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. Fallowing 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. The undersigned Parties have read and agree to the terms and conditions set forth in the Agreement. This Agreement, its 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 mod itication 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 shalt 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 i o ger y; nt M cfall, C tunty Manager Date: Notice Address: Scott Lingle, IT Director Eagle County 500 Broadway Post Office Box 850 Eagle, CO 81631 Phone? 970-328-3581 Fax: 970-328-3599 With a copy to: Eagle County Attorney's Office 500 Broadway, Post Office Box 850 Eagle, GO 81631 Phone: 970-328-8695 Fax: 979-328-8699 Billing Address: Same as Notice Address above 1 nitial 357078,v3/C0 Visionary Communications Inc. Y- Name:,L Title: OA h] Date:/ Notice Address: Visionary Communications Inc 1001 S Dougias Hwy, Suite 201 Gillette WY 82717-2799 Attn: Contract Management Phone 307- 685-5557 Fax 307-682-2519 1 nitial 357078,v3/C0 DocuSign Envelope ID: 702C0942-B728-4ADB-8E35-46FB0493FC8F I .0 D9fnitions CPE' means Customer Premises Equipment used at the End User location or Customer location in conjunction with a Service. Customer Equipment" means CPE other than CPE for which !Mammoth has agreed fin a Service Order] to assume maintenance responsibility. Due Bate" shall mean torty-five (45) calendar days from the invoice date. Effective Date" means the date this Agreement is fully signed by both Mammoth and Customer. End User' means Customer's clients or any third party who utilizes or accesses the Services or Mammoth's network via the Services provided hereunder. Firm Order Commitment Date" means the date where the local exchange carrier or fiber provider will commit to having the circuit provisioned and available for use. Farce Majeure" means an unforeseeable event beyond the reasonable control of that Party, including without limitation: act of God, fire, flood, labor strike, sabotage, cable out not caused by Mammoth or its underlying carrier, acts of terror, government laws or regulations, war or civil disorder. MR10" means the monthly recurring cost of a Service, which will be as set forth on Appendix A or as agreed upon by the Partles and documented on a Service Order, as applicable. NRC" means a one-time, non-recurring cost with respect to a Service, which will be as set forth on Appendix A or as agreed upon by the Parties and documented on each Service Order, as applicable. Outage Credit" means a credit specified and issued in accordance with the terms of Appendices B. C. 17 and E to chis Agreement that is applied to reduce amounts otherwise due from Customer 10 Mammoth for Services provided under this Agreement. Parties" means, collectively, Mammoth and Customer. Past Due Date" shall mean the first business day that is forty-five (45) calendar days #ram the invoice date. Service Acceptance Date" shall mean the date Mammoth accepts the underlying circuit or cross - conn" from an underlying provider or landlord, or the date Mammoth enables the circuit in the case where Mammoth is the underlying provider. Service Order' means the order form representing a specifiq telecommunications product to be provided for a definod peifod to the Customer. Service; Start Date" means the date of actual installation and activation by the telephone company or Mammoth, whichever comes first. Service" or "Services" means the underlying product 357678 v3/CO used to provide telecommunications and data transport to the Customer. SLA" means the Service Level Agreements associated with Services under this Agreement as specified on Appendices 8, C, D and E to this Agreement. Termination Liability Charges" means (i) all previously - waived NRC for an applicable Service Order, (ii) all Monthly Recurring Costs (MRC) through the first twelve 12) months of the remaining term of the then applicable Service Ord ar Term, and (iii) fifty percent 50%) of the MRC for the remaining months beyond the first twelve X12) months of the then applicable Service Order Term. Undisputed payment" means the amount of an invoice with respect to which Customer has not properly and timely submitted a billing dispute. 2.0 Terms and Conditions 2.1 This Agreement sets forth the terms and conditions under which Mammoth small provide Services to Customer, as further specified on the Service Order for individual Services ordered by Customer. The terms of any active Service Orders shall supersede any inconsistent terms and conditions contained in this Agreement when specifically denoted in the Service Description. 2.2 This Agreement shall not be modified or amended except via written instrument agreeable to both Parties. In the event a conflict exists between this Agreement and terms of any Amendment hereto, then the term in the Amendment shall take precedence. 2.3 Mammoth will provide the Services or cause the Services to be provided to Customer in accordance with this Agreement. Mammoth may utilize an Affiliate or third party to provide Services to Customer and will present to the Customer consolidated invoices for some or all portions of the Services. Notwithstanding the foregoing, Mammoth shall remain responsible for performance of the Services as set forth herein. 2.4 Omitted 2.5 Taxes All fees owed by Customer to Mammoth are exclusive of, and to the extent not otherwise exempt, Customer will be responsible for, all sales, use, excise, Federal Universal Service Fund and other taxes, including NECA tariff increases where applicable, that may be levied upon either Party (except for taxes based on Mammoth's net income) in connection with this Agreement or on activities conducted using the Services. Each Party shall be solely responsible for all taxes on ifs own business and shall be responsible for any related tax filings, payment, protest, audit and litigation related thereto. Mammoth acknowledges that Customer is a tax exempt entity. 2.6 Mammoth authorizes Customer to initiate orders for telecommunications circuits to Mammoth's network, provided that Customer orders are for Services defined in Appendix A or have been accepted by Mammoth as evidenced by a fully executed Service Order - 2 Initi f DocuSign Envelope ID: 702C0942-B728-4ADB-8E35-46FB0493FC8F Mammoth has the right, in its sole discretion, to refuse any such Service Orders upon review. 2.7 Mammoth shall provide Services in accordance with applicable State tariffs governing the provisions of such Services in the State provided. In the event of a conflict between tariff and this Agreement, where applicable, the conflict shall be resolved in the favor of the tariff. This provision is not applicable to unregulated and/or non -tariffed Services. 3.l'} Invoicing 3.7 Procedure Customer shall be invoiced by email andlor via U.S. Postal or courier service at Customer preference each month In advance of Service, for all amounts due and owing to Mammoth. Payments are due within forty-five (45) days following the invoice date the "Due Date"). Unless otherwise specified in writing by Mammoth, payments shall be made payable to Visionary Communications" and mailed as directed on the invoice. Credit card, money order, wire transfers and cashier's checks, in each case representing immediately available funds, are also acceptable payment instruments. 3.2 Advance invoice Mammoth will invoice Customer in advance for all Services. All amounts other than a written disputed amount not received by Mammoth in full by the Due Date, will be considered past due, and subject to a late payment fee of the lesser of one and one-half percent (1.5°I) per month, a portion thereof, or the maximum amount allowed by law. Customer Services, individually or as a whole, may be terminated, disconnected, and equipment removed upon ten (1 D) business days' notice if payment, less any timely and properly submitted billing disputes, is not received by the Due Date. Mammoth may charge a $500 reconnect fee for any individual Service at its sole discretion to restore such Service. 3.3 Dispute of Invoice Customer shall only be obtigaled to pay the Undispulad Payment amount on ar before the Due Date. In order to properly dispute all or any portion of an invoice, Customer must give written notice to Mammoth of the disputed amount (with details of the nature of the dispute and the Services and invoice(s) disputed) whhin sixty (60) calendar days following the date of the applicable invoice. The Parties shah u s a commercially reasonable efforts to mutually resolve the dispute in good faith within a sixty (60) calendar day timeframe following the Customer's giving the notice of dispute. The Parties shall supply the other Party with additional information or documemation it shall reasonably request in order to determine the resolution of the dispute. If the dispute is resolved against the Customer, the Customer shall pay the disputed amounts. It Customer is entitled to credits or adjustments for disputed amounts, Mammoth will credit Customer for the disputed amount. 3.4. 1Mention atly Omitted. 4.D Term 4.1 This Agreement is for the term provided on the 1nitIa] Service Order or for a two (2) year period should 357078 v3/Co initial Service ordered by Customer under this Agreement be a Service ordered without a Service Order pursuant to Appendix A (the "Initial Term'). The Iniiial Term begins on the date of actual' installation of the mitral, individual Service and activation by the telephone company or Mammoth, whichever comes first (hereinafter "Start Date"). To the extent that the term of any Service Order for any Service extends beyond the Initial Term or any Services are provided on a momh-to-month basis, this Agreement shall remain in full force and effect for such Service until the expiration or termination of sinal active Service Order or the termination of the month-to-month Services under this Section 4.1 (the "Extension Term," and, collectively with the Initial Term, the "Term"), after which this Agreement will terminate. After the Initial Term, all Services shall automatically continue from month to month, at the then current month-to-month rate, communicated to Customer in writing, until terminated by Customer hereunder. To terminate a Service provided on a month-to-month basis. Customer must give Mammoth written notice, after which the Service will terminate at the end of thirty (30) calendar days or a later date as requested by Customer. To terminate a Service at the end of the term speoified in any Service Order, Customer must provide Mammoth with written notice at least thirty (30) days prior to the end of such term. Customer will be liable for payment at any Services provided prior to the date of Termination. 4.2 Intentionally Omitted. 4,3 Customer may cancel a submitted Service Order by providing Mammoth with written notice of such cancellation. If Customer cancels a Service Order within three (3) business days after the date on which Mammoth countersigns the Service Order, Customer will not be charged any cancellation fees for the terminated Service Order. if Customer cancels a Service Order more than three (3) business days atter the date on which Mammoth countersigns the Service Order, but prior to the Service Acceptance Date for the individual Service, as communicated by Mammoth, Customer shall pay Mammoth a cancellation fee equal to the NRC outlined on the Service Order and all third - party construction, cancellation and/or termination charges incurred by Mammoth, including any previously -waived NRCs from underlying fiber providers. If Customer cancels a Service Order on or after the Service Acceptance Date, Customer shall pay to Mammoth all Termination Liability Charges. Upon cancellation of the Service Order under this Section 4. 3, the applicable Service covered by the Service Order will. be considered terminated. Customer may cancel a Service provided pursuant to Appendix A other than on a month-to-month basis upon no less than 30 days' prier written notice to Mammoth. 4.4 Mammoth may upon ten (10) days prior written notice to Customer terminate this Agreement and a I I Services hereunder for failure by Customer to timely pay amounts due under this Agteam ant. 4.5 Intentionally Omitted. 4.6 Mammoth shall notify Customer of the Start Date for the Service. In the event the Customer is unable or 3 fnit I DocuSign Envelope ID: 702C0942-B728-4ADB-8E35-46FB0493FC8F unwilling to accept Service at such time, the subject Service will be held available for a period not to exceed thirty (30) days from the Start Date, during which Service will be considered active, and will be invoiced as an active Service. Following this period, it the Customer has not accepted Service, Mammoth has the right to terminate Service and invoice Termination Liability Charges. 4.7 Mammoth shall use commercially reasonable efforts to install Service on or before the Start Date; however, the inability of Mammoth to deliver the ordered Service by such date shall not constitute a default under this Agreement. Customer may terminate a Service Order accepted by Mammoth without liability if Mammoth tails to make the Service available for testing by the fortieth 40th} calendar day following the Firm Order Commitment Date unless that availability has been hindered by access to the location(s) at which Service is to be delivered, or Customer fails to complete necessary requirements or place necessary CPE to allow Mammoth to meet this deadline. The right to terminate the delayed Service Order under this Section 4.7 is the Customer's sole and exclusive remedy for Mammoth's failure to meet the Firm Order Commitment Date. 4.8 SLA terms are defined in Appendix B and Appendix C of this agreement and are incorporated by reference into this Agreement - 4. 9 greement. 4.9 To receive an Outage Credit, Customer must comply with the procedures and requirements set faith in Appendix F, which is incorporated by reference herein. If Customer fails to comply with the conditions set forth in Appendix F, Customer shall have waived its right to Outage Credits with respect to the Outage (as defined in Appendix F) in question. 4.10 putage Credits shall not apply if (a) Customer Equipment used in the Service has failed to operate propefly and contributed to the Outage, (b) the Outage is due in whole or in part to Customer's or Customer's End Liser's use of the Service in violation of applicable law or in violation of instructians furnished by Mammoth, (c) the Outage is related to routine maintenance outside normal business hours as corn municated by Mammoth in writing to the Customer no less than twenty-four (24) hours prior to such maintsnanoe, and (d) to the extent the Outage is attributable to the fault of the Customer including, but not limited to, inadequate response time by the Customer. For avoidance of doubt, normal business hours shall be 7 am to 5 pm Monday through Friday, Mountain Time Zone, excluding United States federal holidays. 4.11 Customer may move the physical location of all or part of Servlce to another location within Mammoth's serving area, provided the following conditions for the move are met, (a) Mammoth is the provider of the Services at the new location, (b) Customer advises Mammoth that Service at the new location is to replace the existing Service, {c} Customer's request for the disconnection of the existing Service and the installation at the new location are received by Mammoth on the same date, (d) Customer requests 357978v3/C0 Mammoth install Service at the new location on or prior to the disconnection date of the Service at the existing location (e) Customer pays all charges due at the existing location through the disconnection date and applicable non-recurring and recurring charges at the new location and (t) the underlying connection provided by Mammoth, it contracted, can be replaced with a contract at the new location. No failure to provide a Service in accordance with the applicable SLA as a result of moving the location of the Service under this Section 4.11 will be considered an Outage or be eligible for Outage Credits. 4.12 Customer understands that Service must be changed or altered by and with Mammoth, regardless of type of Service. All changes and terminations must be directed to Mammoth, with Customer understanding that contact with a third party does not alter this Agreement. Changes to the type of Services, assignment of new settings, support andlor programming of routers and any other Service alterations may incur a charge to the Customer which will be subject to Customer's advance written approval through a Service Order at Mammoth's then current labor rates or Mammoth's contract provider's non- recurring rates. Customer must provide ample notice and opportunity to Mammoth to quote and schedule the Service changes. 4A3 Customer hereby acknowledgas that the Internet is not owned, operated, managed by, or in any way affiliated with Mammoth or its Affiliates; it is a community network independent of Mammoth. Customer's use of the Internet related 10 Internef Bandwidth and IP Solutions as defined in Appendix B is at Customer's sole risk and is subject to all applicable local, State, Federal, and international laws and regulations. Access to the Intemet is dependent on numerous factors, technologies, and systems beyond Mammoth's authority and control. 4.14 Access to networks connected to Mammoth's network must be established under rules appropriate to those networks. Mammoth exercises no control whatsoever over the content and information passing through its network. 4.15 Routine maintenance and periodic system repair, upgrades and reconfigurations, public emergency or necessity, Force Majeure, restrictions imposed by law, acts of God, labor disputes, and other situations, including mechanical or electronic breakdowns, may result in temporary impairment or interruption of Service. As a result, Mammoth does not guarantee continuous or uninterrupted Services and reserves the right from time to time to temporarily reduce or suspend Service without notice. Except as expressly set forth in Section 4.9 with respect to Outage Credits, customer releases Mammoth and its directors, officer, employees and agents from any and all obligations, charges, claims, Iiab11itles, opportunity costs and tees incurred, whether foreseeable or unforeseeable, as the result of Service interruption, omission or degradation, including the impact resulting to the Customer. 4.16 Use of a Party's name, trademark, service mark, copyright or other intellectual property own a Party 4 Initi I DocuSign Envelope ID: 702C0942-B728-4ADB-8E35-46FB0493FC8F or its Affiliates is strictly prohibited without the express written consent of a Party's corporate officer. Nothing herein constitutes a license authorizing the use of Party's name, trademark, service mark, copyright or other intellectual property owned by a Party or its Affiliates. 4.17 Customer represents that it is not by law a agreement with others, prohibited from entering into this Agreement- 4- 18 1 M arillonal I y greement. 4.181MantionalIy Omitted. 4.19 The terms, representations and warranties of this Agreement may only be waived by a written instrument executed by the Party waiving compliance. Except as otherwise provided for herein, neither Party's failure at any time, to enforce any right or remedy available to it under this Agreement shall be construed as a continuing waiver of such right or a waiver of any other provision hereunder. 4.20 EXCEPT FOR MAMMOTH'S INDEMNITY OBLIGATIONS UNDER SECTION 5.1, CUSTOMER'S EXCLUSIVE REMEDY FOR CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL BE LIMITED TO OUTAGE CREDITS AS SET FORTH IN THIS AGREEMENT. IN NO CASE WILL MAMMOTH BE LIABLE; FOR ANY AMOUNTS EXCEEDING IN THE AGGREGATE THE AMOUNTS PAID BY CUSTOMER TO MAMMOTH UNDER THIS AGREEMENT IN THE PRIOR TWELVE MONTHS. MAMMOTH DOES NOT MARE, AND HEREBY DISCLAIMS, ANY AND ALL OTHER STATUTORY, EXPRESS OR IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FfTNESS FOR A PARTICULAR PURPOSE, OR TITLE OR NON - INFRINGEMENT OF THIRD -PARTY RIGHTS. CUSTOMER ACKNOWLEDGES AND ACCEPTS THE REASONABLENESS OF THE FOREGOING WARRANTY DISCLAIMER AND LIMITATIONS OF LIABILITY. 4.21 Notwithstanding anything else in this Agreement, there are no third party beneficiaries to this Agreement. 4.22 Customer shall be solely responsible for the following: (a) any costs associated with Customer Equipment; (b) access -related Charges, including any charges for interconnection, cross -connection, installation, wiring and construction and other access - related charges; and/or (c) ordering, installing and ensuring proper operation of any and all equipment required to enable Customer to receive the Service, as set forth in any accepted Service Order. 4.23 Customer shall be responsible for supporting End Users of the Services solicited by or assigned to Customer, defined as Level 1 Support. Level 1 Support includes, but is not limited to, soliciting orders, completing orders, providing back-office and billing services and providing End User technical suppa rt. Customer warrants that communication with Mammoth shall originate from Customer and not the End User. 4.24 Customer shall maintain a staff of adequately trained and Competent personnel, knowledgeable of the 35713780/CC specifications, features and advantages of the Services, Including methods of supporting Services. Customer acknowledges that the Services are technically complex and require high-quality, individualized pre -sale and post -sale support. 5.0 Indemnification 5.1 Indemnification by Mammoth Mammoth shall . indemnity, defend and hold harmless Customer and its affiliates, parents, officers, directors, employees, agents successors and assigns ('Customer Indemnified Parties'), from and against ail claims, demands, liabilities, damages and costs including, without limitation, its reasonable attorneys' fees and other costs of defense, due to third party claims for death, bodily injury or property damage, to the extent caused by (I) Mammoth's negligence or other tortious conduct or (ii) Mammoth's performance or non-performance under the Agreement. In no event shall Mammoth be held liable to any Customer Indemnified Party for any damages ahsing out of (a) any Customer Indemnified Party's negligence or tortious conduct or intentional misconduct, (b) any Customer Indemnified Party's violation of the terms o1 the Services as set forth in this Agreement, (c) any Customer Indemnified Party's modification of the Services, (d) any Customer Indemnified Party's violation of law. The obligations of Mammoth under this Section 5 are for the benefit of Customer Indemnified Parties only and Mammoth shall have no liability or responsibility to any other person in connection with any performance or nonperformance of this Agreement. 5.2 Intentionally Omitted. 5.3 Procedure A Party entitled to indemnification under this Section 5 (an °Indemnified Party') shall promptly notify the other Party to this Agreement (the Indemnifying Party") in writing of any claim, action or proceeding which may be subject to indemnificatlon under this Agreement (an "Indemnity Claim'), but the failure to provide such prompt notice will not relieve the Indemnifying Party from its obligation to provide indemnity with respect to an Indemnity Claim except to the extent the Indemnifying Party is materially prejudiced by the Ifallure to give prompt notice. The Indemnifying Party will have the sola control c the defense and any settlement negotiations with respect to the Indemnity Claim, except that the Indemnified Party may employ counsel to participate in the defense of any such Indemnity Claim, and the employment of such counsel shall be at the indemnified Party's own expense, unless (i) the employment of such counsel has been authorized in writing by the Indemnifying Party, (ii) the Indemnified Party has reasonably concluded (based upon advice of counsel) that a conflict or potential conflict exists between the Indemnified Party and the Indemnifying Party that makes it impossible or Inadvisable for counsel to the Indemnifying Party to conduct the defense of both the Indemnified Party and the Indemnifying Party, or (iii) the indemnifying Party has not in fact employed counsel reasonably satisfactory to the fndemngied Party to assume the defense of such Indemnity Claim within a reasonable time after receiving notice of an Indemnify Claim, in each of which cases the reasonable fees, Initiavi- DocuSign Envelope ID: 702C0942-B728-4ADB-8E35-46FB0493FC8F disbursements and other charges of such counsel will be at the expense of the Indemnifying Party. Notwithstanding the foregoing provislons of this Sect !on 5.3, the prior written consent of the Indamn ified Party, which will not be unreasonably withheld, conditioned or delayed, will be required with respect to the settlement, comprbmise a consent of any Indemnity Claim in which such Indemnified Party is an actual or potential party unless such settlement, compromise or consent includ6s an unconditional release of the Indemnified Party tom all liability arising out of such indemnity Claim. Al the request of the Indemnifying Party, the Indemnified Party will provide reasonable cooperation and, at the expense of the indemnifying Party, assist1rice in the defense or settlement of any Indemnity Claim. 6.1 C vice Law This Agreement and all disputes arising out of or relating to this Agreement will be governed by, enforced, and construed in accordance to the laws of the State of Colorado. THE PARTIES AGREE THAT ANY ACTION BROUGHT BY EITHER PARTY UNDER OR IN RELATION TO THIS AGREEMENT, INCLUDING WITHOUT LIMITATION TO INTERPRET OR ENFORCE ANY PROVISION OF THIS AGREEMENT, SHALL BE BROUGHT EXCLUSIVELY IN, AND EACH PARTY AGREES TO AND DOES HEREBY SUBMIT TO THE JURI9DICTION AND VENUE OF EAGLE COUNTY DISTRICT COURT, EAGLE COUNTY, COLORADO AND AGRE=ES THAT SUCH COURT WILL NOT BE CONSIDERED, AND HEREBY WAIVES ANY CLAIM THAT SUCH COURT CONSTITUTES, INCONVENIENT FORUM. 6.2 Sssor and A si ns Neither Party shall assign any of its rights, obligations or privileges (by operation of law or otherwise) hereunder without the prior written consent, which shall not be unreasonably withheld, of the other Party. The terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective permitted successors and assigns of the Parties. Nothing in this Agreement, express nr mpli ab, is intended to confer upon any party other than the Parties hereto or their respective successors and assigns any rights, remedies, obIigatIans or liabilities under or by the reason of this agreement, except as expressly provided in this Agreement. 6.3 H actin s Headings used in this Agreement are provided for convenience only and shall not be used to construe meaning or intent. 6.4 Nq Ab it ity to Bind Other Part y Neither farty shatl have the authority to bind the other by contract or otherwise or make any representations or guarantees on behalf of the other. The relafionshlp arising from this Agreement shall be, and shall at all times remain that of an independent contractor, and does not constitute an agenjoint venture, partnership, employee relatiZshlp or franchise. 65N rices Ail communications required or permitted to be gi n by this Agreement shall be made in writing and s all be sent by a recognized overnight commercial delivery or certified U.S. mail to the address for the respective Party shown on the signature page of this 357078 v3/CO Agreement or such other address as either Party may specify from time to time in writing. 6,s Force Maieure Neither Party shall be liable, except for Outage Credits as set forth in this Agreement, for any failure or delay in the performance of its obligations under this Agreement for any cause beyond its reasonable control including, without limitation, acts of God, fire or other disaster or telecommunications, power or Internet failure. The occurrence of any such event shaft toll the time period provided in this Agreement for performance by the affected Party. 6.7 Construction; Interpretation The term "this Agreement" means this Mammoth Networks Services Agreement together with the appendixes and exhibits hereto, as the same may from time to time be amended, modified, supplemented or restated in accordance with the terms hereof so long as such amendments, modifications and supplements are mutually agreed to in writing by the Parties. No Party, nor its respective counsel, shall be deemed the drafter of this Agreement for purposes of construing the provisions hereof, and all provisions of this Agreement shall be construed according to their fair meaning and not strictly for or against any Party. Unless otherwise indicated to the contrary herein by the context or use thereof: (i) the words, "herein," "hereto," "hereofand words of similar import refer to this Agreement as a whole, including the appendixes and exhibits, and not to any particular section, subsection, paragraph, subparagraph or clause contained in this Agreement; ii) masculine gander shall also include the feminine and neutral genders, and vice versa; (iii) words importing the singular shall also include the plural, and vice versa; and (iv) the wards 'Ind ude,° "includes" or Including' shall be deemed to be followed by the words without limitation." 6.8 Survival. Subject to the terms and conditions of this Agreement Customer's payment obligations to Mammoth will survive the expiration and termination of this Agreement. in addition, the provisions of Sections 1, 2.5, 3.3, 4.1, 4- 8, 0..9, 4.13 through 4.23 and 5 will survive the expiration and termination of this Agreement. 6.9 TABOR. Notwithstanding anything to the contrary contained in this Agreement, County shall have no obligations under this Agreement after, nor shall any payments be made to Mammoth in respect of any period after December 31 of any year, without an appropriation therefore by County in accordance with a budget adapted by the Board of County Commissioners in compliance with Article 25, title 30 of the Colorado Revised Statutes, the Local Government Budget Law C. R, S. 29-1-101 et, seq) and the TABOR Amendment Colorado Constitution, Article X, Sec, 20). 5,10 Insurance. Mammoth agrees to maintain during the Term of this Agreement the following Insurance: (I) Workers compensation insurance as required by law; ii) commercial general liability coverage to include premises and operations, personalladvertising injury, productslcompleted operations, broad form property damage with limits of liability not less than $1,000,000 per occurrence and $1.000,000 aggregate limits; (iii) DocuSign Envelope ID: 702C0942-B728-4ADB-8E35-46FB0493FC8F Auto coverage with limits of liability not less than 1,000,000 each accident combined bodily injury and property damage Iiah[illy 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 $1,060,000 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 small 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 Int al 3570780/C0 DocuSign Envelope ID: 702C0942-B728-4ADB-8E35-46FB0493FC8F APPENDIX A — SERVICES NOT REQUIRING A SERVICE ORDER C) DSL Loop Pricing i) Business rates, 1 year term, 8100 NRC d) Miscellaneous Charges 1) Term_ 1) $50 MRC $50 NRC I-SMbps/896k 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) Layer 3 services priced above iii) $22 MRC $25 NRC for Ti VolP priority 2) Services iv) $10 MRC $25 NRC for VRF between underlying Qwest DSL loop rates. locations Digital Subscriber Line Aggregation, defined as v) MLPPP DSL $40 MRC $100 NRC for the transport of DSL traffic from the Local 2x1.5Mbps1896k Exchange Carrier (LEC) interface with vi) MLPPP DSL $60 MRC $ip0 NRC for Mammoth and the Customer's interface with 2x3-7Mbps1896k 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 A gre.. astion S) 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. 25p0 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 OC3, i year term End Users in any given month. 3) $12 MRC each DSL, charged in blacks 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 10 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 7 i) $10 MRC each DSL, 1-100 ii) $9 MRC each SL, 101-2.50 ii) $8 MRC each DSL over 250 iv) Charged in blacks of 10 DSLs, without pro -rate. Pricing based on single End User use. Multi -tenant, muhi-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, 8100 NRC for early termination 1) $50 MRC $50 NRC I-SMbps/896k 2) $70 MRC $50 NRC 3-7Mbps1896k i I) Loop rates do not include Layer 2 or Layer 3 services priced above iii) Loop prices subject to change per underlying Qwest DSL loop rates. g I nii9 357078 v3/CO DocuSign Envelope ID: 702C0942-B728-4ADB-8E35-46FB0493FC8F APPENDIX B — SERVICE LEVEL AGREEMENT (MEAN TIME To REPAIR) The Service Level Agreement ("SLA") between Mammoth and Customer provides the following: Equipment mean time to repair: 4 hour mean time to repair, within business hours 8 hour mean time to repair, outside business hours Fiber optic, coaxial, Ethemet or cable pair mean time to repair: 4 hour mean time to repair, within business hours 8 hour mean time to repair, outside business hours The above objectives shall apply to DS1, DS3, OC3, OC 12, OC48, OC3, OC 12, and OC48 capacity, Gigabit Ethernet services, and DSL -related services. DSL SLA: Network Availability — the goal for network availability is 100%. with each hour of DSL downtime qualifying Customer for one hour's Outage Credit for the Affected Service, applicable to only the DSL Services provided 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 trouble ticket is opened to the time the Service is again able to transmit and receive data as documented by Mammoth. Latency -- the goal for DSL latency is 100ms or less to the Customer's router, with outage Credits of 10% of MRC available for latency of 101 ms to 120ms, and Outage Credits of 2010 of MRC available for latency of 121 ms or greater, by LATA. Latency will be measured via roundtrip pings averaged over an hour period, divided by two. Packet Delivery — the goal for packet delivery is 99.5%, with Outage Credits of 10% of MRC available for packet delivery of 99.01 to 99.49%, Outage Credits of 25% of MRC available far packet delivery of 90.00 to 99.001, and Outage Credits of 501 of MRC available for packet delivery of less than 99.00%, by LATA. Packet delivery measurements shall be conducted at an aggregate circuit level, measured as average packet loss over an hour period. Jitter — the goal for jitter is 4ms, with Outage Credits of 10% of MRC available for jitter of 4 to 4.99ms, Outage Credits of 25% of MRG available for jitter of 5 to 5.99ms, and Outage Credits of 501 of MRC available for jitter of mare 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 roundt rip 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. 357078v3/CO Jitter measures interpacket delay variance and packet loss in the Mammoth Network, and is measured on an ongoing basis every tive minutes by generating synthetic User Datagram Protocol traffic. For purposes of this Appendix 6, jitter means average monthly j filer as measured by Mammoth on an ongoing basis in five minute intervals. Components Included All ccmponants (i, e. POPS, Routers, Circuits) of Mammoth's network and the components of certain other carriers or backbone providers used by Mammoth are covered by this Sita. The SLA is limited to components of Mammoth's network. Service may be affected by LATA due to (i) Network Downtime under the Network Avail abiiity 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 for which Customer is eligible to receive Outage Credits under the applicable SLA. Components Excluded: All other services and components relating to the Service, including without Limitation the following, are not covered by the SLA: all access and connection facilitles to the Master Aggregation ATM switch (i.e. DSL, PVC, local loop) at Gwast; the Master Aggregation ATM switch at Qwest; the ATM aggregation port at Qwest, the connection from the Master Aggregation ATM Switch to Mammoth; Customer Premises Equipment-, and any other services or components not operated by Mammoth or are not a part of the Service. Network unavailability or increased latenoy, packet loss or jitter caused by the foregoing excluded components will not give rise to Outage Credits. Normal and Emergency Maintenance Service Level Agreements for DSL mirror those found in Appendix E. 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 and the Latency, packet delivery and jitter will be determined by Mammoth in good faith based on network tests performed by Mammoth. Under no circumstances wilt network tests performed by Customer be considered valid measurable criterion for the purpases of establishing 0utaga Credits. Initi DocuSign Envelope ID: 702C0942-B728-4ADB-8E35-46FB0493FC8F Appendix C — Dedicated Internet Access Service Level Agreement Dedicated Internet Access is described as Internet connectivity produced by (a) a dedicated, high-speed network connection between Customer's premises and Mammoth or a Mammoth affiliate's Internet Protocol network (Mammoth Network); and (b) routing services, based on Transmission Control Protocolll Memel Protocol (TCP11P). Service may also include tate procurement of IP address space for Customer. The monthly Service Availability Percentage for Dedicated Internet Access is calculated as follows: Minutes of Outage) x 3011440 (actual Minutes in any given day) x 30 Ali relevant components of the Mammoth.IP Network POPS, routers and clrcuhs) are subject to this SLA, and components of other Internet backbone providers are subject only to the Latency SLA as described herein. Local access and connection facilities used to access the Mammoth Network and any Customer equipment are not included as components of the Mammoth Network for purposes of this SLA; provided, however, solely for purposes of the Network Port Availability SLA, the components of the Mammoth Network shall include any access circuits provided by Mammoth, but shall specifically exclude any access turnishad or ordered directly by Customer from a third party. Network Port Availability Gaal Outage Credit 100% 1 hours charges for every 1 [full] hour outage Latency Goal Latency outage Credit 80ms 81-90ms 10% of MRO 80ms 91-110ms 25% of MRO 8oms 11oms 50% of MRC Packdt Delivery Goal Packet Delivery outage Credit 99.50% 99.01-99.49% 10%of MRC 99.50% 90.00-99.00% 25% of MRC 99.50% 90.001 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 versus Network Uptime. Network Downtime is based on periods when a particular DIA port of Customer is unable to transmit and receive data, and Network UptinW includes all other periods. Network downtime is recorded in the Mammoth Network trouble ticket system, and is measured from the time Customer opens a trouble ticket with Mammoth as defined in Appendix E. to the time the affected Service is again able to transmit and receive data according to Mammoth's records. 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 PO Ps. Jitter measures interpacket delay variance and packet loss in the Mammoth Network, and is measured on an ongoing basis every five minutes by generating symInetic User Datagram Protocol traffic. For purposes of this Appendix C, jitter means average monthly jitter as measured by Mammoth on an ongoing basis in five minute intervals. A Distributed Denial of Service attack ("DDcS") is characterized by an explicit attempt by attackers to prevent legitimate users of a Service from using that Service. DDoS attacks are not covered by this SLA. 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 and all Latency, jitter and network port availability measurements will be determined by Mammoth in good faith based on network tests performed by Mammoth. Linder no circumstances will network tests performed by Customer be considered valid measurable criterion for Outage, Latency, jitter or network port availability determinations for the purposes of establishing Outage Credits. ip 357078 v3/CQ MM DocuSign Envelope ID: 702C0942-B728-4ADB-8E35-46FB0493FC8F 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 conditions of Agreement and the Appendices. Private Line Service is a point to point dedicated switchedlnon- switched electrical andlor data opti oaf 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: Minutes of Outage) x (Total Monthly Recurring Charge o1 Affected Service) x 3011440 (actual Minutes in any given day) x 30 Private Line Service Descriptions: DS1 S3 003 0012 0048 SLA and Outage Credit Table, Service Availability Upper Level Lower Level Outage Credit % 100.000% 99.99% 0% x99.99% 99.95% 10% 099.95% 99.00% 25% X99.00% 0,00% 100% The length of each Outage shall be calculated in full minutes Tor 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. 1 1 Ini al 357078 v3/C9 DocuSign Envelope ID: 702C0942-B728-4ADB-8E35-46FB0493FC8F Appendix E — Wave Service Level Agreement The Service Level Agreement ("SLA") between Mammoth and Customer provides the following: Equipment mean time to repair: 4 hour mean time to repair, within business hours 8 hour mean time to repair, outside business hours Fiber optic cable pair mean time to repair: 4 hour mean time to repair, within business hours 8 hour mean time to repair, outside business hours The above objectives shall apply to 1 Gbps, 2.50bps and 100bps Wave services. The monthly Service Availability Percentage for Unprotected Wave Service is calculated as follows: Minutes of Outage) x (Total Monthly Recurring Charge of Affected Service) x 3011440 (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 percernage of availability. An outage will not be deemed to have occurred in the event that the Wave services are unavailable or 1mpalred due to any of the following: aj 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; e) Interruptions during any period when Mammoth has comm unleated 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 rt on an 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; 3 5 7678 v3/C0 Interruptions due to improper or inaccurate network specifications provided by Customer; and Spacial configurations of the Wave services that have bean mulually agreed to by Mammoth and the Customer, provided, however, Mammoth may provide a separate Service Level Agreement to Customer for those Special configurations. 12 Initi DocuSign Envelope ID: 702C0942-B728-4ADB-8E35-46FB0493FC8F Appendix F — Outage Credit Details To receive an Outage Credit, Customer must (a) enter a trouble ticket at the time the failure to meet the SLA (the Outage) occurs by contacting Mammoth's Network Operating Center (NOC) via the online Mammoth Networks Partner Portal, unless Mammoth has itself opened the trouble ticket for such Service unavailability, b) be current in its payment obligations under this Agreement for alt amounts not in dispute by the Customer, and (c) request reimbursement for Outage Credits from Mammoth as specified hereunder and submit to Mammoth all necessary supporting documentation within thirty (30) calendar days of the date of Invoice for the month in which the applicable Outage occurred. If Customer fails to comply with the conditions for Outage Credits as set forth, Customer shall have waived its right to such Outage Credits for Outages in such month. An Outage shall not be deemed to have occurred in the event that the Service is unavailable or impaired due to any of the following 1) Interruptions on a Service for which the Start Date has not yet commenced; i I) Interruptions caused by the negligence, error or omission of Customer or others authorized by Customer to access, use or modify the Service or equipment used by Customer; lii) 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 11 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 oonfig u rat lons. 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. 357078 0/CO Mammoth will endeavor to perform all non -emergency Scheduled Maintenance during pro- established maintenance hours, or windows. Scheduled Maintenance refers to (a) upgrades of hardware or software, (b) upgrades to increase capacity, (c) other pre -scheduled network activity that may degrade the quality of the Services or cause Service interruptions. Mammoth will use reasonable efforts to perform all Scheduled Maintenance weeknights between the hours of 11:00 pm and 6:00 am Mountain Time Zone. Notifications for Scheduled Maintenance shall be provided by email at least 24 hours in advance of the work. It shall be the responsibility of the Customer to provide Mammoth in writing with correct and eff active contact ernaiIs for said notifications. Emergency Maintenance shall refer to efforts to ccrrect Mammoth network conditions which require immediate correction. Emergency Maintenance, while being conducted, may degrade the quality of Services and may result in total disruption of Service. Mammoth may undertake Emergency Maintenance at any time it deems necessary in its sole discretion. Mammoth shall endeavor to provide Customer notice of Emergency Maintenance as soon as is reasonably practicable under the circumstances. 13 Initial DocuSign Envelope ID: 702C0942-B728-4ADB-8E35-46FB0493FC8F Appendix G — Mammoth NOC Guide Mammoth operates a 24 hour monitoring center that enables 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 0utaga or other service issues to the NOG, Customer must enter an online trouble ticket at httgl1pprtner_mammothnetworks.com (the "Mammoth Networks Partner Portal", orar "MNPP°). In the event Customer can establish it was unable to enter a trouble ticket using the M N P P due to network unavailability or unavailability of the MNPP, Customer may contact 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 he delivered to Customer using Customer -provided circuits, Customer is responsible for maintaining and troubleshooting its portion of the circuit. Mammoth's NOC will assist Customer in determining troubleshooting steps for each portion of the Customer's Services. D_ 14 Initial s S7a78 3/Co C DocuSign Envelope ID: 702C0942-B728-4ADB-8E35-46FB0493FC8F Appendix H -- Switched Ethernet Service Level Agreement Switched Ethernel 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 }tub on Mammoth's, its affiliates, or its third party vendor networks. The monthly Service Availability Percentage for Switched Ethernet Service is calculated as follows: Minutes of Outage) x (Total Monthly Recurring Charge of Affected Service) x 3011440 (actual Minutes in any given day) x 30 Private Line Service Descriptions: Metra OpliCal Ethernet Metro Switched Ethernet Service Ethernet Virtual Private Line SLA and Outage Credit Table, Service Availability Lipper Levet Lower Level Outage Credit % 100.0001 99.9% 0% 99.9% 99.5% 5% a99.5°%99.0% 10% 99.0% 95.0% 25% 95-01/6 00-0% 50% The length or 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 meas urabi9 criterion for Outage determination for the purposes of establishing Outage Credits. 15 Initi I 357078 v3/CO DocuSign Envelope ID: 702C0942-B728-4ADB-8E35-46FB0493FC8F