HomeMy WebLinkAbout111213_ca05Consent Agenda
JEFFERSON COUNTY
BOARD OF COUNTY COMMISSIONERS
AGENDA REQUEST
TO: Board of Commissioners
FROM: Frank Gifford, Central Services Director ``j
DATE: November 12, 2013
RE: ILA for JNet Broadband — Jamestown S'Klallam Tribe Economic
Development Authority DBA Jamestown Networks
STATEMENT OF ISSUE:
The Inter -local Agreement allows the County to purchase broadband services based on a three
tier system provided by JNet.
ANALYSIS:
RCW 39.34 permits local public agencies to enter into agreements for the purpose of
cooperating for mutual advantage. The Jamestown S'Klallam Tribe is recognized by the
Federal Government and therefore meets the definition of a public agency as defined by RC W
39.34.020. Entering into the MOU will give the County the opportunity to purchase high
capacity internet service for the Courthouse, Sheriffs Office and Castle Hill. This will allow
Information Services to provide better internet service to our users at a reduced cost,
FISCAL IMPACT:
Cost is within the current Information Services Budget.
RECOMMENDATION:
Approve and sign the Inter -local Agreement with Jamestown S'Klallam Tribe Economic
Development Authority DBA Jamestown Networks for Jefferson County broadband services.
Date
INTER -LOCAL AGREEMENT
THIS INTERLOCAL COOPERATION AGREEMENT (the "Agreement ") Is made and entered into effective the
5th day of November, 2023, between Jefferson County, a County organized In Washington State, ( "COUNTY "), and
the Jamestown S' iallam Tribe Economic Development Authority, a political subdivision of a Federally recognized
Indian Tribe, dba Jamestown Networks (1NET"). COUNTY and JNET are sometimes referred to in this Agreement as
the "Parties."
RECITALS
& COUNTY wishes to obtain services ( "Services ") from JNET, as follows:
1. Ethernet connectivity between Its specific buildings within Jefferson County, WA via a service
referred to In this Agreement as "Ethernet Service" or "Ethernet" (see Exhibit A — Services
Statement of Work").
A dedicated Internet feed which may be referred to In this Agreement as "Internet Service" or
"Internet" (See Exhibit A —Services Statement of Work ").
B. JNET uses the network Infrastructure and personnel resources of Northwest Open Access Network
( "NoaNet "), a Washington nonprofit mutual corporation, which operates a statewide fiber optic network.
JNET has, by separate agreement, secured the services and personnel of NoaNet to provision and maintain
the services provided to COUNTY as set forth In this Agreement.
C. JNET Is willing to provide the two types of services COUNTY requires, referenced In A., above, for the
consideration as set forth in Exhibit A.
AGREEMENT
Now, therefore, COUNTY and JNET, in consideration of the mutual benefits hereunder, agree as follows:
1. PURPOSE AND SCOPE
The purpose and scope of this Agreement Is to specify the terms and conditions under which COUNTY and
JNET will undertake the Ethernet and Internet Services. The details are described In Exhibit A to this
Agreement.
1.1 COUNTY's Obligations:
a. COUNTY hereby agrees to provide JNET, and Its vendor NoaNet, access to COUNTY'$
personnel and facilities to complete the setup of Ethernet and Internet Services
specified in the Exhibit A, which services may only be used for lawful purposes, for the
compensation set forth in that exhibit.
b. The COUNTY agrees to pay JNET for the Services, as stipulated In Exhibit A to this
Agreement, in a timely manner.
1.2 JNET's Obligations:
a. JNET, through its agreement with Its vendor NoaNet, agrees to operate and maintain the
facilities ( "Facilities ") and Services as set forth In the Exhibit A for the compensation set
forth in that exhibit.
1NET agrees to provide the Services In a responsible and business -like manner, In
exchange for the compensation stated In Exhibit A to this Agreement.
13 Property Ownership and Disposition. The Parties shall retain their respective ownership of all of
their properties. This Agreement does not contemplate joint ownership of property and,
therefore, does not contain provisions regarding disposition of property owned by either Party.
2. TERM; TERMINATION
The initial term ( „Initial Term ") of the Agreement shall be for a period of five (5) years from and after the Effective
Date. The Effective Date shall be the date on which the Services first become available for use by COUNTY.
Either Party may terminate this Agreement at the end of the Initial Term upon written notification to the other
Party of their Intent to do so at least sixty (0) days prior to the expiration of the Initial Term. Should a terminating
Party not notify the other Party of their intent to terminate the Services at least sixty (60) days prior to the
expiration of the Current Term, the Services and Agreement will continue In effect for an additional one (1) year
term ("Default Extended Term ").
Upon termination of this Agreement, all MET involvement in the provision of the Services will terminate.
3. COMPLIANCE WITH LAWS
Each Party shall comply with all applicable laves and regulations in the exercise and performance of Its rights and
obligations under this Agreement.
4. FIBER OPTIC EQUIPMENT AND FACILITIES
4.1 No Representations or Warranties. EACH PARTY MAKES NO REPRESENTATIONS, WARRANTIES,
COVENANTS OR ASSURANCES. (1) WITH RESPECT TO THE DESIGN, CONSTRUCTION, DURABILITY,
SUITABILITY OR RELIABILITY OF THE EQUIPMENT OR FACILITIES, OR ANY PART THEREOF,
WHETHER EXPRESS OR IMPLIED, AND EACH PARTY SPECIFICALLY DISCLAIMS ANY IMPLIED
WARRANTY OF MERCHANTABILITY AND ANY IMPLIED WARRANTY Of FITNESS FOR A PARTICULAR
PURPOSE; (2) WITH RESPECT TO THE NATURE OR ACCURACY OF THE DESCRIPTION, LOCATION OR
MEASUREMENT OF THE EQUIPMENT OR FACILITIES, OR ANY PART THEREOF; AND () WITH
RESPECT TO INTERRUPTION OR CONTINUATION OF THE FACILITIES AND /Gift SERVICES.
4.2 Unauthorized Access /Breach. Except as provided In this Agreement, each Party Is prohibited from
accessing, directly or indirectly, the other Party's equipment or facilities, or any part thereof. Any
unauthorized access by either Party of the other Party's equipment or facilities, or any part
thereof, shall constitute a material breach of this Agreement and a default by the unauthorized
Party under this Agreement.
4.3 Approval of Design and Interconnection Specifications. Each Party shall provide, as reasonably
requested from the other Party, information relating to the proposed design and /or Installation
specifications prior to modifying or making„ any connection to the COUNTY facilities or associated
equipment or facilities.
4.4 Installation. Both Parties shall mutually agree to a work schedule during which the
interconnections for the fiber optic equipment or facilities can be made. Each Party shall timely
complete all such work within the agreed upon schedule.
4.5 Cooperation and Coordination. Each Party shall cooperate with the other concerning the timing,
method or placement of Its construction, installation and testing activities.
S, ALTERATIONS, MAINTENANCE AND REPAIRS
5.1 Scheduling /Notice. Except as set forth in Section 6.2, each Party, at Its sole cost and expense,
may schedule and perform or cause to be performed scheduled alterations, maintenance and
repairs on its own fiber optic equipment or facilities, or any part thereof, at the times and In the
manner as may be established by the owner thereof. Subject to the provisions of Section 12, tine
Party scheduling work shall provide two (2) weeks prior written notice to other Party Identifying
the time, location, and nature of each scheduled alteration or maintenance and repair job for
performance thereof which reasonably presents a substantial risk of damage to the other Party's
property or creates a substantial likelihood of an interruption of fiber optic equipment or
facilities. If fiber optic equipment or facilities include redundant fiber pathways, work will be
scheduled to Include no more than one pathway at any given time.
Each Party shall furnish on a continuing basis the current name, title, telephone number, and
personal communications device number (including facsimile transmission number, cellular
telephone number and paging device number), If arty, of any representative who shall be kept
Informed of maintenance schedules. The Initial contacts are as follows:
Party: )NET
Address: 1033 Old Blyn Hwy, Sequim, WA 96382
Name: Ben Neff
Title: Operations Manager
Telephone Number: 360.683.2025
Facsimile Number: 360.683.9583
Email address: bnf "ams3oy1:sa.9rg
Party: Jefferson County
Address: 1820 Jefferson Street, Port Townsend, WA 98368
Name: Frank Gifford
Title: Central Services director
Telephone Number: 360.385.9130
Facsimile Number :350.385.9195
Email address: f kf 'cJrc iQ fro YA 10
NoaNet (JNET Vendor): NoaNet's contact regarding maintenance and repairs of the fiber optic
equipment or facilities is NoaNet's Network Operations Center (t4OC)
Phone: 509 -456 -3611
800 Phone: 866 -662 -6380
Address: 422 W. Riverside, Suite 400, Spokane, WA 99201
5.2 Maintenance, Repair, and Restoration of the Cable.
5.2.1 Maintenance of Fiber Optic Equipment or Facilities.
Per terms outlined in attached Exhibit B"Service Level Agreement for Ethernet
Transport" and Exhibit C "Service Level Agreement for IP Services ".
5.2.2 Restoration Priorities and General Requirements.
a. Each Party's obligation to maintain and repair its own fiber optic cable and
equipment, and any activity Incidental thereto, shall not unreasonably conflict
with the other Party's rightful use and operation of its facilities and equipment.
b. Timely restoration Is dependent upon the timely coordination and cooperation
between both Parties. Each Party will provide the other, In writing, with Its
3
emergency contact /call -out list as soon as practicable following the effective
date of this Agreement.
5.2.3 Restoration /Repairs of the Cable.
Per terms outlined in attached Exhibit ti "Service Level Agreement for Ethernet
Transport " and Exhibit C "Service Level Agreement for IP Services".
FORCE MAJEURE
6.1 As used in this Agreement, the term "Force Majeure " means acts of nature (including but not
limited to, earthquakes, fires, floods, windstorms, landslides, and Ice storms), strikes,, lockouts, or
other labor disputes; acts of public enemy; acts of vandalism, wars, riots, and insurrection;
epidemics, civil disturbances, explosions; train derailments, breakdown or failure of machinery or
facilities (excluding the cable and cable accessories), accidents to machinery or equipment
(excluding the cable and cable accessories), and delay In delivery of equipment, to the extent
such occurrences are beyond the reasonable control of the Parties and any other event, cause, or
condition beyond a Party's reasonable control, which, by the exercise of reasonable diilgence,
prevents the Party claiming Force Majeure from performing, its obligations under this Agreement.
6.2 If either Party Is unable to carry out its obligations under this Agreement as a result of an event,
cause, or condition of Force Majeure, the Party claiming Force Majeure shall give notice and full
particulars of such Force Majeure In writing to the other Party within five (5) calendar days of the
beginning of the occurrence of the Force Majeure event, cause, or condition. Any obligations that
such Party Is unable to perform due to an event, cause; or condition of Force Majeure shall be
suspended during the continuance of such event of Force Majeure. The Party claiming Force
Majeure shall use reasonable efforts to remedy and minimize the effects of such event of Farce
Majeure with all reasonable dispatch.
6.3 Neither Party shall be liable, or be considered to be in material breach or default under this
Agreement, on account of any delay in or failure of performance due to Force Majeure unless
specifically stated In this Agreement.
6.4 If Force Majeure prevents restoration within three (3) months from the event of such Force
Majeure, then either Party shall have the option to terminate this Agreement.
6.5 The obligations set forth in this section are expressly subject to the limitation of liability
provisions contained in Section 12.
7. INSURANCE
7.1 Liability Insurance. Each Party shall, at Its own expense, carry and maintain the following liability
Insurance coverage throughout the term of the Agreement:
7.1.1 General Liability Insurance: In the amounts of at least $1,000,000.00 per
occurrence /$2,000,000.00 aggregate.
7.1.2 It is the sole responsibility of each Party to provide updated Insurance information, In a
timely manner, Including any notices of canceliation or reduction In limits of insurance.
Each Party will require that its insurer provide at least thirty (30) days notice to the
other Party regarding any changes in insurance coverage required by this Agreement.
7.2 Property Insurance. Each Party shall carry and maintain property insurance in a form that will
provide all risk coverage for the fiber Coptic equipment or facilities upon or within the other
Party's property.
7.3 Insurance Shall Not Limit Liability. Subject to the limitation of liability provisions set forth in
Section 12, the Insurance coverage and benefits required herein shall not be deemed to limit
liability to either Party or any third party.
8. INDEMNITY,14OLD HARMLESS AND DUTY TO DEFEND
Subject to the limitation of liability provisions set forth In Section 12, each Party shall, at Its sole expense,
indemnify, defend, save, and hold harmless the other Party, Its officers, directors, agents, members, and
employees from all actual or potential claims or losses, including costs and attorneys" fees at trial and on appeal,
and damages or claims for damages to property or persons, suffered by anyone whomsoever to the extent caused
by any negligent or willful act of or omission of the Indemnifying Party or Its subcontractors, excluding damages
caused by the negligence of the indemnified Party, Its officers, directors, agents, or employees.
This indemnification Includes, without limitation, any liability for Injury to the person or property of either Party, its
agents, officers, employees or Invitees. Both Parties specifically waive any Immunity provided by Title 51 RCW,
Washington's Industrial Insurance Act. The provisions of this section shall survive the expiration or termination of
this Agreement.
9. ASSIGNMENT
This Agreement cannot be assigned, transferred or any portion subcontracted by either Party hereto without the
prior written consent of the other Party, which shall not unreasonably be withheld.
10, WAIVER
The consent by COUNTY or JNFT to any act by the other shall not be deemed to Imply consent or to constitute the
waiver of a breach of any provision hereof or continuing waiver of any subsequent breach of the same or any other
provision, nor shall any custom or practice which may arise between the Parties In the administration of any part
of the provisions hereof be construed to waive or lessen the right of a Party to Insist upon the performance by the
other Party In strict accordance with the provisions hereof.
It. DEFAULT AND REMEDIES FOR DEFAULT
11.1 Breach. This Agreement may be terminated upon the occurrence of a material breach and
default under this Agreement. If the Party in breach falls to cure the breach within thirty (30)
days or such longer period of time as Is provided below, after receipt of notice thereof from the
non - breaching Party, or, when the cure reasonably requires more than thirty (0) days, the
breaching Party falls to commence the cure within such thirty (30) days and thereafter diligently
and continuously prosecutes such cure to completion, such action or Inaction shall constitute a
material breach and default under this Agreement.
11.2 Remedies Not Exclusive. in the event of a material breach and default under this Agreement,
termination Is not the exclusive remedy. Any and all other remedies available of law or equity are
expressly preserved.
12, LIMITATION OF LIABILITY
12.1 THE PARTIES SHALL NOT BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT,
LIQUIDATED, OR SPECIAL DAMAGES OR LOST REVENUE OR LOST PROFITS ARISING OUT Of THIS
AGREEMENT OR THE PERFORMANCE OR NONPERFORMANCE OF ANY PROVISION OF THIS
AGREEMENT.
12.2 SUBJECT TO SECTION 12.1, EACH PARTY'S TOTAL AGGREGATE LIABILITY FOR ANY AND ALL
CLAIMS OR DEMANDS ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED
THE TOTAL AMOUNT PAID BY THE OTHER PARTY PURSUANT TO THIS AGREEMENT..
13. NOTICE
Except as may otherwise be provided herein, any notices, except service of process and notice of emergency which
may be Riven personally, telephonically, by e-mail or facsimile, shall be effective If personally served upon the
other Party or if mailed by registered or certified mail, return receipt requested, to the following addresses:
For COUNTY, c/o Frank Gifford at 1820 Jefferson Street, In Port Townsend, WA zip 98388;
For JNF.T, c/o Douglas Sefton, Executive Director, 1033 Old Blyn Hwy, Sequtm, WA 98382.
Notices mailed shall be deemed given on the date of mailing. The Parties shall notify each other In writing of any
change of address.
14. BREACH OF AGREEMENT, REMEDIES, DISPUTE RESOLUTION
If either Party falls to comply with the terms and conditions of this Agreement, the other Party may pursue such
remedies as are legally available, including, but not limited to, the immediate termination of this Agreement. in the
event that a non - material breach or dispute arises under this Agreement, it shall be resolved as follows; Each Party
shall appoint a member to a disputes board and be responsible for the costs of that appointee. These two
members shall then select a third member not affiliated with COUNTY or MET, The three - member board shall
conduct a dispute resolution hearing that shall be informal and unrecorded. An attempt at such dispute resolution
In compliance with the aforesaid process Is a prerequisite to filing of any litigation concerning the dispute. The
Parties shall share equally in the cast of the third member of the disputes board.
1S. GOVERNING LAW
This Agreement shall be governed by the laws of the State of Washington.
16. ATTORNEYS' FEES AND COSTS
In the event of litigation regarding any of the terms of this Agreement, each party will be solely responsible for the
fees and costs it Incurs..
17. MUTUAL NEGOTIATION AND CONSTRUCTION
17.1 Mutual Negotiation and Construction. This Agreement and each of the terms and provisions
hereof are deemed to have been explicitly negotiated between, and mutually drafted by, the
Parties, and the language In all parts of this Agreement shall, in all cases, be construed according
to Its fair meaning and not strictly for or against either Party.
17.2 Headings. The captions and section headings hereof are inserted for convenience purposes only
and shall not be deemed to limit or expand the meaning, of any section.
18. ENTIRE AGREEMENT, AMENDMENTS
This Agreement contains the entire agreement between the Parties with respect to the subject matter hereof and
supersedes all prior agreements or understandings among the Parties with respect thereto. This Agreement may
be amended only by an agreement in writing signed by the Parties.
19. SEVERABILITY
Should any part, term or provision of this Agreement be determined to be Invalid, the remainder of this
Agreement shall not be affected, and the same shall continue in full force and effect.
0
20. NO THIRD PARTY RIGHTS
This Agreement shall not be construed to create rights in or grant remedies to any third Party as a beneficiary of
this Agreement.
21. TAXES
Each Party shall be responsible for Its own federal, state and local taxes, assessments, fees, surcharges and other
financial impositions.
22. COMPLIANCE WITH LAWS
Each Party hereto, In Its performance of this Agreement, agrees to comply with all applicable local, State, and
Federal laws and regulations that apply to it.
25. RELATIONSHIP Of THE PARTIES
This Agreement shall not be Interpreted or construed to create an association, joint venture or partnership
between the Parties, or to Impose any partnership obligations or liability upon either Party. No agent, employee or
representative of COUNTY shall be deemed to be an agent, employee, or representative of JNET for any purpose.
No agent, employee or representative for JNrT shall be deemed to be an agent, employee or representative of
COUNTY for any purpose.
24. CONFIDENTIALITY
Each Party may deem information or records made available or disclosed to, or developed or obtained by, It as the
result of or related to this Agreement to be ("Confidential Information "). Such Confidential Information shall not be
disclosed or used for the benefit of any person other than the disclosing Party. However, the Party receiving the
Confidential Information which Is disclosed, shall have no obligation with respect to that portion of Confidential
Information which is disclosed by the disclosing Party to others without any restriction on use or disclosure, or
which must be disclosed to others under law. If the receiving Party receives a request for Confidential Information
from a third party, the receiving Party shall promptly notify the disclosing Party in writing of such request, and If
the receiving Party In good faith believes It Is obligated to disclose the requested Confidential Information, the
disclosing. Party shall be given the opportunity to seek judicial or other protection of such Confidential Information,
at Its own expense, with the cooperation of the receiving Party,
25. SURVIVABILITY
All provisions of this Agreement regarding indemnification, representations, warranties, confidentiality, and any
other provisions that by their nature are intended to survive termination of this Agreement shall survive after its
termination or expiration, Including exhibits.
26. CONTRACT ADMINISTRATORS FOR RESPECTIVE PARTIES
The initial contract administrators of the respective Parties to this Agreement shall be as follows:
For Jt*T, Its Executive Director, or their designated representative, and
For COUNTY, its Central Services Director, or their designated representative.
27. AUTHORIZATION
Each Party hereby represents and warrants to the other that it is duly authorized to enter into and carry out the
terms of this Agreement.
2. COUNTERPARTS
This Agreement may be executed In counterparts, which together shall constitute a single agreement.
29. LIMITED WAIVER OF SOVEREIGN IMMUNITY
The parties respectively waive, relative to the enforcement of this Agreement only, by them against each other,
any claims they may have to sovereign Immunity.
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed as of the date first
written above.
For: Jamestown et r
By.... n
Dou clIo
Jam estca: ° VITSA allam Tribe
Economic Development Authority
SEAL
ATTEST
Carolyn Avery
Deputy Clerk of the Board
For: Jefferson County
COUNTY OF JEFFERSON BOARD OF
COMMISSIONERS
John Austin, Chair —
Phil Johnson, Member
David W. Sullivan;, Member
Approved as to form only:
David Alvarez bate
Deputy Prosecuting Attorney
List of Exhlbits Attached:
Exhibit A - Services Statement of Work
Exhibit B - "Service Level Agreement for Ethernet Transport"
Exhibit C - "Service Level Agreement for IP Services ".
EXHIBIT A
Services Statement of Work
Service Location
Service Description
Monthly Recurring
Term
Char + (MRC)
County courthouse, 1820 Jefferson
100Mb Internet port plus
$300.00
60 months
St. Port Townsend, WA
100Mb Ethernet port
Sheriff's office, 79 Elkins Rd, Port
10OMb Ethernet port
$300.00
60 months
Hadlock, WA
Community Development, 621
100Mb Ethernet port
$300.00
60 months
Sheridan St. Port Townsend, WA
Quilcene transfer station, 295312
1OMb Internet port
$ 50.00
60 months
US Hwy 101, Quilcene, WA
Recreation Center, 620 Tyler St,
10Mb Internet port
$ 50.00
60 months
Port Townsend, WA
Total
. ...... . ........ . .... . . . ...... . ..
$1,000.00
EXHIBIT rte..
Service Level Ag • r rw
Transport Ethernet
1. Overview
This Service Level Agreement (SLA) applies to Service Orders for Customers that use the
Ethernet Network provided by Jamestown Networks ( "'JNET) via the Northwest Open
Access Network (NoaNet) fiber Infrastructure. This SLA describes the standards, rights and
remedies regarding the performance of the Ethernet Network in the provision of service to
Customer as defined in the Service Order. This SLA only applies to customers who have a
term of contract of no less than one (1) year and the entire circuit Is delivered via fiber.
11. Network Scope
The scope of NoaNet's Network Includes any and all NoaNet controlled equipment
between and Inclusive of those NoaNet devices closest to the Customer Provided
Equipment (CPE) that provide a Demarcation Point between the Customer Network and
NoaNet Network. A Demarcation Point is defined as the Ethernet Switched Infrastructure
and /or optical infrastructure residing In a NoaNet Point of Presence (POP) on the NoaNet
network and under the direct control of NoaNet. The Network as It applies to this
document and all rights and remedies herein does not Include any CPE, any third party
equipment other than equipment furnished by NoaNet, any physical cross connections
between Customer and NoaNet or any Customer application riding on the NoaNet network
unless specifically noted within the contract for services entered Into between Customer
and NoaNet.
M. Network Service Standards and Performance
Network Availability: NoaNet guarantees within the rights and limits of this Service Level
Agreement that the Network will be available to the Customer 99.9 percent of the time as
measured on a monthly basis. 99.9 percent uptime is defined as a period or periods of
network outage. A Network Outage Is calculated from the time service becomes
unavailable to the time service is restored as verified by NoaN+et's monitoring systems and
based on the availability of Service during the service monthly billing period In which the
Customer opens a Trouble Ticket with the Network Operations Center regarding the
5444 - Service Level Agreement for Ethernet Services - October 2013 1
Network Outage.
1iWA 0
Latency: NoaNet's guarantees within the rights and limits of this Service Level Agreement
that the Average Round -Trip Latency on the NoaNet Network will not exceed 50
milliseconds for a period of three () samples by NoaNet's network monitoring facilities, or
for a continuous twenty (20) minute period, whichever is less. Average Round -Trip Latency,
with respect to a given month, Is defined as the average time required for a round -trip
frame transfer between POP'S on the NoaNet Network during that month as measured by
NoaNet. Average Round -Trip Latency does not extend past the demarcation between the
CPE and the NoaNet Demarcation Point.
Mean Time to Repair: NoaNet's Mean Time to Repair (MTTR) goal for any Service Is two
(2) hours. MTTR commences after the Customer opens a Trouble Ticket with NoaNet's
NOC. MTTR Is defined as the time required to restore the NoaNet Network to a normally
operating state. MTTR is calculated on a monthly average of the time taken to repair all
Trouble Tickets on a specific circuit with the same severity level during a Network Outage.
The cumulative length of network outages per circuit is divided by the number of Trouble
Tickets in the billing month to gather the monthly MTTR per circuit.
IV. Credits
All customer credits are based on a monthly billing cycle. Credits for network non-
compliance will be credited to the Customer's account within two (2) billing cycles. No
credit will exceed the monthly value for the billing month of the affected circuit. Credits
are exclusive of any applicable taxes charged to Customer or collected byJNet.
In the event that NoaNet is unable to satisfy the network Service Standards and
Performance Guarantees as defined in the SLA, the following credits apply:
Network Standard
Measurement
t�redit iru turn
Network Availability
Per incident
20% of MRC
Latency
50 milliseconds, per incident
10%, of MRC
_..
Mean Time To Repair
2 hours per month
25°x, of MRC
As measurements of MTTR and Network Availability are two different wags of measuring
the same non - compliance, 1Net will Issue credit for whichever method results In the
5444 - Service Level Agreement for Ethernet Services - October 2013 2
r
greater credit to the customer on this specific circuit.
LM
Trouble Tickets are the only authorized medium to report perceived SLA noncompliance
events and must be opened with the NoaNet Network Operations Center (NOC). In order
to receive credits, Customer must open a Trouble Ticket with the NOC within the time
limits as listed in this Section of this SLA. If the Customer does not open a Trouble Ticket or
does not open a Trouble Ticket within proscribed time Customer will not be able to receive
a credit. A list of proscribed times according to the Network Standards in Section III of this
Document are below;
Network Standard
Measurement
Network Availability
Trouble Ticket rnust be opened within (2) two hours of the
occurrence in order to request credits or other remedies as
they relate to this Document.
Latency
Trouble Ticket must be opened within (2) two hours of the
occurrence in order to request credits or other remedies as
they relate to this Document.
Mean Time To Repair
Trouble Ticket must be opened before the end of the billing
cycle, defined as the date of the 26th of any Riven month.
In addition to the Trouble Ticket requirements as listed In the Section of the Document
request for credit must be made in writing to JNet within five (5) days of opening the
Trouble Ticket. The request for credit must include the Trouble Ticket number, applicable
Circuit ID's and relevant Information regarding the scope of the occurrence as it relates to
the Rights and Remedies as specified within this Document. Requests for Credit can be
made to a Customers Service Representative or to the NoaNet NOC. JNet will provide a
formal response to the Customers request for SLA credits within ten (10) working days of
receipt of such request.
A. Exceptions
All Network Service Standards and Performance Guarantees do not Include periods of
service interruption of or on the NoaNet network caused in whole or in part by:
5444 - Service Level Agreement for Ethernet Services - October 2013
M
• Reasons of Ford Majeure as defined in the applicable Service Agreement.
• Customer's or Customer's Agent's acts or omissions including without limitation, any
negligence, willful misconduct or use of the NoaNet Network or NoaNet Services in
breach of applicable service agreement by the Customer or others authorized by the
• NoaNet, Met or Customer Scheduled Maintenance.
• Failure of circuits beyond the demarcation point or points on the NoaNet Network,
unless such failure Is caused solely by NoaNet.
• Service Outage attributable to the installation of a New Circuit where a New Circuit Is
defined as a circuit over which service may be active but a signed Service Order
Acceptance document has not been received and duly noted by an assigned agent of
wa '° r • •* •• • • �1 • e u
any given event.
• Circumstances beyond Met or NoaNet's reasonable control, including, without
limitation, acts of any governmental body, war, insurrection, sabotage, embargo, fire,
flood, strike, or other labor disturbance, interruption of or delay In transportation,
unavailability of or Interruption or delay In telecommunications or third party services,
failure of third party software or Inability to obtain raw materials, supplies, or power
5444 - Service level Agreement for Ethernet Services - October 2013
ri,
EXHIBIT C
Service Level Agreement for
IP Services
This SLA provides the Customer with certain rights and remedies regarding the performance of
the NoaNet Network. Customer Is defined as the entity with a direct fiber connection Into the
NoaNet Infrastructure at a NoaNet Point of Presence (POP). This SLA does not extend to arty
entity beyond the Customer.
The Network Is defined as the IP routing infrastructure and/or Optical infrastructure consisting of
selected NoaNet points of presence (POPS) and the connections between them In the states of
Washington and Oregon. The NoaNet Network does not include Customer Premises Equipment
or any telephone company access facilities connecting the Customer's premises or equipment to
such Infrastructure, Or "local loop" or "middle mile" Infrastructure provided by others, unless
specifically noted within the contract for services entered into between the Customer and Met.
i. Availability Guarantees
Network Availability
The goal Is to make the Network available to the Customer free of unplanned Network
Outages 100% of the time. Upon the Customer's request (in accordance with the procedure
set forth below), Met will Issue a credit to the Customer for Network Outages occurring
during any calendar month that are reported by the Customer and confirmed by
measurements of the Network. Such credit will be equal to one day's worth of the monthly
base IP access fee paid by the Customer, multiplied by each hour (or portion thereof
rounded to the next hour) of the cumulative duration of such Network Outages.
Latency Guarantee
The goal is to keep the Average Round-Trip Latency on the Network to so milliseconds or
less. Average Round-Trip Latency, with respect to a given month, is defined as the average
time required for round-trip packet transfers between POPS on the Network during such
month, as measured by NoaNet. Average Latency does not extend to the Customer Premise
Equipment (CPE). If Average Round-Trip Latency on the Network for a calendar month
exceeds 85 milliseconds, then upon Customer's request (in accordance with the procedure
set forth below), Met will Issue a credit to the Customer equal to one day's worth of the
base IP access fee paid by the Customer for such month.
5446 - Service Level Agreement for IP Services - October 2013
Packet Loss Guarantee
The goal is to keep Average Packet Loss on the Network to 1% or less. Average Packet Loss,
with respect to a given month, Is defined as the average percentage of IP packets
transmitted on the Network during such month that are not successfully delivered, as
measured by NoaNet. If Average Packet Loss exceeds 1%u during a calendar month, then
upon Customer's request (in accordance with the procedure set forth below), JNet will Issue
a credit to the Customer equal to one day's worth of the base IP access fee paid by the
Customer for such month.
The terms of the SLA relating to Average Round -Trip Latency and Average Packet Loss will
take effect the first full calendar month after the Customer's first use of the Network.
ii. Exceptions
Customer shall not receive any credits under this SLA In connection with any failure or
deficiency of the NoaNet Network caused by or associated with.
• Circumstances beyond JNet or NoaNet's reasonable control, lncluding, without
limitation, acts of any governmental body, war, insurrection, sabotage, embargo, fire,
flood, strike, or other labor disturbance, interruption of or delay in transportation,
unavailability of or interruption or delay in telecommunications or third party services,
failure of third party software or inability to obtain raw materials, supplies, or power
used in or equipment needed for provision of the SLA;
• Scheduled Maintenance, defined as work performed by staff on any of our equipment
for which notification Is sent to the Maintenance Flailing List no less than 48 hours
before the work Is to begin;
• Failure of access circuits to the Network, unless such failure Is caused solely by JNet or
NoaNet,
• General telco failure;
• Scheduled maintenance;
• DNS Issues outside the direct control;
• Outage or error of any measurement system;
• Customer's or Customer's Agent's acts or omissions including without limitation,
• Any negligence, willful misconduct, or use of the Network or services In breach of the
governing agreement, by the Customer or others authorized by the Customer.
III. Measurement of the SLA
We will periodically (on average every 5 minutes) measure the Network at selected PCPs
using software and hardware components capable of measuring IP traffic and responses at
such POPS. The Customer acknowledges that not every POP may be covered by such
measurements, that such measurements may not measure the exact path traversed by the
Customer's packets, and that such measurements constitute measurements across the
5446 - Service Level Agreement for IP Services - October 2013 2
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JAMESTOWN NETWORKS
Network but not other networks to which the Customer may connect. JNet reserves the right
to periodically change the measurement points and methodologies It uses without notice to
the Customer.
IV. Credit Request and Payment Procedures
Requests for credits must be made to the applicable JNet Account Manager as Identified in
the Service Order Acceptance. The JNet Account Manager must receive each request In
connection with a Network Outage within seven (7) days of the Network Outage. Each
request In connection with Average Round-Trip Latency or Average Packet Loss In a calendar
month must be received by the JNet Account Manager within seven (7) days after the end of
such month.
The total amount credited to a Customer in connection with Network Outages, Average
Round-Trip Latency, and Average Packet Loss In any calendar month will not exceed the base
IP access fee paid by Customer to JNet for such month.
Each valid request for credit will be applied to a Customer Invoice within two (2) billing cycles
after the JNet receipt of such request and confirmation of the Outage. Credits are exclusive
of any applicable taxes charged to Customer or collected by JNet.
V. General
JNet reserves the right to change or modify this Service Level Agreement to benefit the
Customer. Except as set forth In the Service Level Agreement, JNet makes no claims
regarding the availability or performance of the NoaNet Network.
5446 - Service Level Agreement for 1P Services - October 2013 3