TELECOMMUNICATION SERVICES AGREEMENT FOR STATE OF OREGON ENTERPRISE NETWORK ( SOEN ) 1

Transcription

1 TELECOMMUNICATION SERVICES AGREEMENT FOR STATE OF OREGON ENTERPRISE NETWORK ( SOEN ) 1 This TELECOMMUNICATION SERVICES AGREEMENT FOR STATE OF OREGON ENTERPRISE NETWORK ( Agreement ) entered into as of October 2, 2001 and effective as of November 29, 2001 (the Effective Date ), by and between Qwest Corporation, a Colorado corporation ( Company ) and the State of Oregon ( State ), acting by and through its Department of Administrative Services, Information Resources Management Division ( DAS IRMD ) (each a Party, and collectively Parties ). In mutual consideration of the promises contained herein, the Parties agree as follows: 1.0 SERVICES. DAS IRMD agrees to purchase and Company agrees to provide the Data/Video Services and Other Services, including but not limited to Voice Services, (collectively Services ) set out in Appendix 1 in compliance with the Service Level Agreements ( SLAs ) set out in Appendices 3A and 3B at the Charges set out in Appendix Migration. Pursuant to Section 5 of the Qwest Master Network Services Agreement effective November 13, 2000 ( CDS ), Company agrees to migrate existing contracted Data/Video Services and Other Services under CDS to this Agreement. The Services to be migrated are set out in Appendix 12. Upon the transfer of all Services from CDS to this Agreement, CDS will remain in effect and will not be terminated. All Services migrated to this Agreement shall be included in the Data/Video Minimum Annual Commitment ( Data MAC ) and the Other Services Minimum Annual Commitment ( Other Services MAC ) (collectively, MAC ) as applicable, provided however, that any Other Services purchased by the Department of Higher Education under CDS and migrated to this Agreement will not be included in the Other Services MAC. As set out in Appendix 12 of this Agreement and Section 5 of CDS , DAS IRMD will not be responsible for any termination penalties, disconnection fees or other costs associated with the transfer of Services from CDS to this Agreement. The Parties have executed an amendment to CDS , as set out in Appendix 12, to reflect the transfer of Services from CDS to this Agreement and the discharge and release of DAS IRMD from any further obligation under CDS as to the migrated Services. 1.2 Non-Exclusivity. This Agreement is non-exclusive. DAS IRMD shall be free to purchase telecommunications services, including without limitation the Services, 1 This is a working copy of the State of Oregon Contract 1195 ( SOEN Contract ) which includes changes resulting from adoption of Amendments 1 through 4. For actual language changes, additions, and deletions, the reader is referred to the source documents State of Oregon Contract Number: 1195

2 from any other supplier, and Company may furnish telecommunications services to any third party, provided however that: Company may not sacrifice the quality or network availability of the Services provided to DAS IRMD pursuant to this Agreement for the benefit of another Company customer; Nothing contained in this Section shall implicitly or explicitly relieve DAS IRMD of its obligation to pay the Data MAC and the Other Services MAC, if DAS IRMD elects to commit to the Other Services MAC in accordance with Appendix 1, provided, however, that one hundred percent (100%) of the Data/Video Services purchased by Eligible Purchasers, pursuant to the requirements of Section 4 and Appendix 8 to this Agreement shall contribute to the Data MAC, and fifty percent (50%) of the Centrex Voice Services purchased by Eligible Purchasers, pursuant to the requirements of Section 4 and Appendix 8 to this Agreement shall contribute to the Other Services MAC. DAS IRMD shall not be responsible, directly or indirectly, for payment of Services delivered to Eligible Purchasers, except as provided in and as limited by the terms of this Agreement; and Services, software or equipment obtained by DAS IRMD outside this Agreement are not warranted by Company under this Agreement. 1.3 Additional Services. From time to time during the Term, DAS IRMD may request that Company provide DAS IRMD with services generally offered by Company or other providers in the market. Company shall use reasonable efforts to provide DAS IRMD with such services within a reasonable period of time at prices equal to or better than those offered for comparable services under similar terms and conditions in the market, and Company shall negotiate in good faith with DAS IRMD appropriate price and service levels for such additional services. Any additional services purchased by DAS IRMD or an Eligible Purchaser shall contribute to the MAC as specified in Appendix Related Services and Related Equipment. In addition to the Services and the Additional Services, DAS IRMD may also purchase from other wholly owned subsidiaries of Qwest Services Corporation the services or equipment set forth in the attached Appendix 16, Appendix 17 and Appendix 18 hereto, subject to the terms and conditions contained in those appendices, by executing those appendices and by submitting to the Qwest Services Corporation subsidiary named in the appendix the purchase orders set forth in those appendices. 1.4 ISO 9000 Compliance And Certification. For purposes of this Agreement, DAS IRMD acknowledges and agrees that the SLAs as set out in Appendices 3, 3A and 3B and the Network Operations Plan ( NOP ) as set out in Appendix State of Oregon Contract Number: 1195

3 constitute an acceptable alternative quality of service plan to an ISO 9000 certification. 1.5 Service Areas Data/Video Service Areas. Company agrees to provide DSO and DS1 Data/Video Service throughout the State in accordance with the terms and conditions of this Agreement. Company agrees to provide DS3 and OC3 Data/Video Service only within the Company and Verizon territories in accordance with the terms and conditions of this Agreement Other Service Areas. Company agrees to provide Other Services only in Company territory Data/Video and Other Service Area Map. The Data/Video Services and Other Services areas are set out in greater detail in Appendix 13 which is the Oregon Independent Telephone Association Telephone Exchange Area map. 1.6 InterLata Service. Company and DAS IRMD agree that Company cannot provide InterLata Service to DAS IRMD unless authorized by law. Upon DAS IRMD s execution of a Letter of Agency ( LOA ) in the form as set out in Appendix 11, Company will act as a limited agent for DAS IRMD for the purposes of ordering, coordinating, discussing, and arranging telecommunications services for DAS IRMD with its designated local exchange access carrier and designated interexchange carrier. 1.7 DAS IRMD and Eligible Purchasers agree not to request or order frame relay services from Company that require Company to connect, via PVC, services from the Private Network Frame Relay Service provided pursuant to Appendix 1 with any other frame relay service provided either pursuant to Appendix 1, Qwest Corporation s FCC Tariff No. 1, or any Qwest Corporation State of Oregon tariff. DAS IRMD and Eligible Purchasers agree that Private Network Frame Relay Service provided pursuant to Appendix 1 is to be ordered and purchased as stand alone service and used only for the purposes identified in Appendix 1. Company reserves the right to reject all orders for Private Network Frame Relay Service that violates the above-mentioned conditions without penalty or liability. 2.0 DEFINITIONS. The Definitions governing this Agreement are set out in Appendix 2. All capitalized terms not defined in Appendix 2 shall have the meanings assigned to them in the place in the Agreement where they are found State of Oregon Contract Number: 1195

4 3.0 SOEN TELECOMMUNICATIONS SERVICE ORDERS AND FIRM ORDER COMMITMENT. 3.1 SOEN TSO And FOC Process for Frame Relay Service. Frame Relay Service ( Frame Service ) requires a SOEN Telecommunications Service Order ( Frame SOEN TSO ) and a Firm Order Commitment ( FOC ). The Frame SOEN TSO shall be in the form set out in Appendix 5A. The FOC shall be in the form set out in Appendix 5, and shall contain the following components: (a) (b) (c) installed. Frame Service to be ordered. The amount or volume of the order identified in (a). The location(s) at which the Frame Service ordered is to be (d) The date by which the installation is to be completed, and the Frame Service is to be available for acceptance testing. (e) The price based upon the provisions of Appendix The Initial Frame FOC: Attached as Appendix 4 is a Frame FOC for those Frame Services that will be in commercial operation in compliance with the terms of this Agreement as of the Effective Date. Billing for those Frame Services in accordance with Section 19 and Appendix 1 shall commence on the Effective Date Frame SOEN TSOs and FOCs Submitted On or After the Effective Date Beginning on the Effective Date, a DSO, DS1, DS3 Frame SOEN TSO submitted to the Company shall be responded to within nine (9) calendar days; provided, however, that Company has twentyone (21) calendar days to respond to an OC-3 Frame SOEN TSO Types of Response. Only three (3) types of responses are permitted: (a) Acceptance of the Frame SOEN TSO. Upon acceptance by Company, a FOC shall be issued and confirmed either in writing or electronically by both DAS IRMD and Company. A change in the delivery date within the time periods set out in this Section (a) shall not constitute a modification under Section (b). (1) DSO and DS1 - delivery date in FOC shall be no later than twenty (20) days from the date of the FOC; State of Oregon Contract Number: 1195

5 (2) DS3 - delivery date in FOC can be no greater than forty-five (45) days from the date of the FOC; (3) OC3 - delivery date in FOC can be no greater than one hundred fifty (150) days from the date of the FOC. (b) Modification of a Frame SOEN TSO. Company may modify a Frame SOEN TSO by proposing: (i) a change in the delivery date of a Frame Service outside of the delivery dates in Section (a), provided, however, that in no event shall a delivery date exceed one hundred eighty (180) days from the date of the Frame SOEN TSO for any Frame Service ordered regardless of whether Special Construction is required. (ii) a change in quantity to be delivered. (c) Special Construction. Company notifies DAS IRMD that Special Construction is required, within the time frames set out in Section (a), and thereafter the provisions of Section 3.5 shall apply No Rejection. Company shall not reject any Frame SOEN TSO. Company shall be deemed to have rejected a Frame SOEN TSO if Company refuses to issue a FOC and: (1) Company does not respond to a DSO, DS1 and DS3 Frame SOEN TSO within nine (9) days or Company does not respond to an OC-3 Frame SOEN TSO within twenty-one (21) days; or (2) Company modifies a Frame SOEN TSO to provide delivery outside the delivery dates permitted by the Agreement pursuant to Section (a) Restrictions on Number of Frame SOEN TSOs Submitted Per Month. DAS IRMD shall submit no more than eighty (80) DSO and DS1 Frame SOEN TSOs in any calendar month. DAS IRMD shall submit no more than five (5) DS3 and OC3 Frame SOEN TSOs in any calendar month. The Parties may agree in writing to additional Frame SOEN TSOs being permitted in any calendar month. An Eligible Purchaser s Frame SOEN TSOs shall not count against these limits State of Oregon Contract Number: 1195

6 Restrictions on Company Modifications of Frame SOEN TSOs. Company shall not modify more than forty percent (40%) of DSO, DS1, DS3 or OC3 Frame SOEN TSOs in any calendar month. Any modification beyond the forty percent (40%) limit of this Section shall be treated as a rejection Frame SOEN TSO Rejection- Modification Exceedance. In the event Company rejects a Frame SOEN TSO, or exceeds the modification limitation set out in Section , then the Data MAC set out in Appendix 1 shall be reduced by the dollar value of each rejected or modified Frame SOEN TSO in any calendar month for the remainder of the Term of this Agreement. 3.2 Compliance with FOCs. In the event that Company does not meet all material terms of a FOC, DAS IRMD may, in its sole discretion, elect to cancel the Frame Services in the entire FOC or any portion of the Frame Services in the FOC and present the cancelled Frame Services to another provider without charge under this Agreement. If DAS IRMD elects to cancel Frame Services as set out in this Section 3.2, the Data MAC shall be reduced by the dollar value of the cancelled Frame Service. If DAS IRMD uses another provider to provide the cancelled Frame Services, Company shall pay DAS IRMD three (3) times the monthly dollar value of the cancelled Frame Service (Universal Service Order Code ( USOC ) R4CAA), which the Parties agree is reasonable, within thirty (30) calendar days of being notified in writing of the Frame Services being provided by another provider Missed Delivery Date. Notwithstanding the provisions of Section 3.2, if Company fails to deliver the Frame Service in a FOC by the delivery date set out in that FOC, then Company shall have a grace period of five (5) business days to deliver such Frame Services. If Company fails to deliver such Frame Services within five (5) business days, then Company shall pay DAS IRMD Two Hundred and Fifty Dollars ($250.00), which the Parties agree is reasonable. If the missed delivery date was caused by DAS IRMD, then the remedies set out in this Section shall not apply and the delivery date shall be reset by mutual agreement of the Parties. In the event that delivery does not occur by the twenty-fifth (25th) calendar day following the five (5) business day grace period, DAS IRMD may invoke the provisions of Section Cancellation of Frame SOEN TSOs and FOCs. DAS IRMD may cancel any Frame SOEN TSO prior to the time Company issues a FOC. DAS IRMD may cancel a FOC if: (i) Company does not meet the terms and conditions of the FOC and does not cure such failure within ten (10) business days; (ii) Company files for bankruptcy or reorganization or otherwise, such that DAS IRMD has a right to terminate this Agreement under Section 14.1 below (for the avoidance of doubt, State of Oregon Contract Number: 1195

7 DAS IRMD need not exercise its right to terminate the Agreement); or (iii) Company notifies DAS IRMD of a Force Majeure under Section 15. Cancellation of a FOC for any of the reasons set out above shall result in a reduction in the Data MAC by the dollar value of the cancelled Frame Services listed in the FOC effective from the date of cancellation. In the event DAS IRMD exercises its rights under this Section 3.3, there shall be no charge to DAS IRMD; provided however, if DAS IRMD elects to cancel a FOC for any other reason, DAS IRMD shall pay to Company a Five Hundred Dollar ($500.00) cancellation fee ( Cancellation Fee ), which the Parties agree is reasonable, plus reasonably documented Special Construction costs incurred by Company. 3.4 Acceptance and Rejection of Delivery. Company shall notify DAS IRMD when the Frame Services set out in a FOC are ready for acceptance testing. Company s standard procedure for notification is via telephone; however as a special accommodation to DAS IRMD, Company shall provide notice in writing or electronically when the Frame Service is ready for acceptance testing. DAS IRMD shall be obligated to pay Charges for any Frame Service contained in a FOC when it receives notice from Company that the Frame Service is ready for acceptance testing. DAS IRMD shall have a reasonable time, not to exceed fourteen (14) days, to test and evaluate the Frame Services delivered for compliance with the Service Level Guarantees set out in Appendix 3. If any Frame Service delivered under a FOC does not meet the Service Level Guarantees, then DAS IRMD shall immediately notify Company in writing that DAS IRMD is rejecting delivery and specifying the Service Level Guarantees not met ( Notice of Rejection ), and Company shall re-deliver any such rejected Frame Service under the FOC within five (5) business days of receiving the Notice of Rejection and credit DAS IRMD for any Charges billed until the date of rejection. In the event the re-delivered Frame Services are not accepted, DAS IRMD may cancel the FOC in accordance with Section Special Construction. If Company determines that a SOEN TSO for any Service ordered under this Agreement requires Special Construction ( Special Construction SOEN TSO ) it shall provide a Special Construction SOEN TSO, within thirty (30) days from the date of the SOEN TSO, by setting forth the price of such Special Construction. DAS IRMD, in its sole discretion, may accept or reject such Special Construction SOEN TSO. In the event DAS IRMD rejects the Special Construction SOEN TSO, DAS IRMD may use another provider to supply the Services. Company can only provide a Special Construction SOEN TSO when: The facilities to provide Services are not available and, at the written request of DAS IRMD, Company designs and constructs facilities to provide the Services for DAS IRMD and there is no other requirement for the facilities so constructed State of Oregon Contract Number: 1195

8 3.5.2 At the written request of DAS IRMD, Company designs and constructs facilities of a type other than that which they would normally furnish in order to provide Services for DAS IRMD In order to comply with requirements specified by DAS IRMD, construction by Company involves a routing and design of facilities other than that which they would normally utilize to provide Services for DAS IRMD At the written request of DAS IRMD, Company designs and constructs a greater quantity of facilities than that which they would otherwise construct in order to fulfill DAS IRMD s initial requirements for Services The facilities to provide Services are not available and, at the written request of DAS IRMD, the Company expedites construction of the facilities at greater expense than would otherwise be incurred. 3.6 Special Construction Facilities. The Special Construction facilities will be available within six (6) months from date of the Special Construction SOEN TSO, and at the written request of DAS IRMD, Company will design and construct temporary facilities to provide Services for the period during which the permanent facilities are under construction. DAS IRMD will be charged a reasonable construction charge for such temporary facilities. 3.7 SOEN TSO Process for Voice Services. Voice Services requires a Voice SOEN TSO and does not require a FOC. The Voice SOEN TSO shall be in the form as set out in Appendix 5B and shall contain the following components: (a) (b) (c) installed. The Voice Service to be ordered. The amount or volume of the order identified in (a). The location(s) at which the Voice Service ordered is to be (d) The date by which the installation is to be completed, and the Voice Service is to be available for acceptance testing. (e) The price based upon the provisions of Appendix 1. (f) Optional features required for each Voice Service Beginning on the Effective Date, Company shall deliver the following Voice Services, in accordance with the NOP, and within the following time periods when infrastructure is available: State of Oregon Contract Number: 1195

9 Analog 1Flat Business Line three (3) business days from the date of the Voice SOEN TSO Voice Mailbox two (2) business days from the date of the Voice SOEN TSO if the line is in service. If the line is not in service, then Company shall respond within five (5) business days from the date of the Voice SOEN TSO New Common Block 1-21 Lines without optional features twenty (20) business days from the date of the Voice SOEN TSO New Common Block 1-21 Lines with optional features Parties will agree to a time period New Common Block over 21 Lines Parties will agree to a time period Existing Common Block add 1-5 Lines per location two (2) business days from the date of the Voice SOEN TSO Existing Common Block add 6-10 Lines per location five (5) business days from the date of the Voice SOEN TSO Existing Common Block add Lines per location ten (10) business days from the date of the Voice SOEN TSO Existing Common Block add over 21 Lines per location Parties will agree to a time period ISDN BRI thirteen (13) business days from the date of the Voice SOEN TSO ISDN PRI fifteen (15) business days from the date of the Voice SOEN TSO When necessary infrastructure is not available Company shall provide notification to DAS IRMD, and the Parties will agree to a time period for the delivery of the Voice Services When Special Construction, as set out in Section 3.5, is required to provide Voice Services, then DAS IRMD and Company must first negotiate and agree to a project plan for Special Construction. 3.8 SOEN TSO Process for Facility Based Services State of Oregon Contract Number: 1195

10 3.8.1 Facility Based Services requires a Voice SOEN TSO and does not require a FOC. The Voice SOEN TSO shall be in the form as set out in Appendix 5B and shall contain the components as set out in Section 3.7 (a)-(f) Beginning on the Effective Date, Company shall deliver the following Facility Based Services, in accordance with the NOP, and within the following time periods when infrastructure is available: DS1 high and low density nine (9) business days from the date of the Voice SOEN TSO DS3 high density seven (7) business days from the date of the Voice SOEN TSO DS3 low density nine (9) business days from the date of the Voice SOEN TSO DDS 56/64 KBPS 1-8 circuits high density five (5) business days from the date of the Voice SOEN TSO DDS 56/64 KBPS 1-8 circuits low density six (6) business days from the date of the Voice SOEN TSO DDS 56/64 KBPS 9-24 circuits high density seven (7) business days from the date of the Voice SOEN TSO DDS 56/64 KBPS 9-24 circuits low density eight (8) business days from the date of the Voice SOEN TSO DDS 56/64 KBPS over 25 circuits Parties will agree to a time period ISDN BRI thirteen (13) business days from the date of the Voice SOEN TSO ISDN PRI PRIs nine (9) business days from the date of the Voice SOEN TSO and twelve (12) business days from the date of the Voice SOEN TSO for trunks PRIs twelve (12) business days from the date of the Voice SOEN TSO and sixteen (16) business days from the date of the Voice SOEN TSO for trunks State of Oregon Contract Number: 1195

11 PRIs thirteen (13) business days from the date of the Voice SOEN TSO and twenty (20) business days from the date of the Voice SOEN TSO for trunks PRIs seventeen (17) business days from the date of the Voice SOEN TSO and twenty four (24) business days from the date of the Voice SOEN TSO for trunks Over 13 PRIs Parties will agree to a time period Voice Grade 32 & circuits high density five (5) business days from the date of the Voice SOEN TSO circuits low density six (6) business days from the date of the Voice SOEN TSO circuits high density six (6) business days from the date of the Voice SOEN TSO circuits low density seven (7) business days from the date of the Voice SOEN TSO circuits high density seven (7) business days from the date of the Voice SOEN TSO circuits low density eight (8) business days from the date of the Voice SOEN TSO Over 25 circuits Parties will agree to a time period Analog 1Flat Business Line two (2) business days from the date of the Voice SOEN TSO OPX five (5) business days from the date of the Voice SOEN TSO When necessary infrastructure is not available Company shall provide notification to DAS IRMD, and the Parties will agree to a time period for the delivery of Facility Based Services When Special Construction, as set out in Section 3.5, is required to provide Facility Based Services, then DAS IRMD and Company shall negotiate and agree to a project plan for Special Construction State of Oregon Contract Number: 1195

12 3.9 Compliance with Voice SOEN TSOs. In the event Company does not meet all material terms of the Voice SOEN TSO, the remedies in the Centrex Prime Service SLA and Facility Based Service SLA set out in Appendices 3A and 3B shall be applicable SOEN TSO and FOC Process for Additional Services. For the purchase of additional services, other than Frame, Voice or Facility Based Services, the Parties shall agree, in writing, upon a SOEN TSO and FOC process applicable to those additional services. 4.0 ELIGIBLE PURCHASERS. 4.1 Eligible Purchasers agree to purchase and Company agrees to provide the Services in accordance with the Eligible Purchaser Addendum set out in Appendix To be an Eligible Purchaser, an entity must be declared an Eligible Purchaser, in writing, by DAS IRMD. The criteria for Eligible Purchasers is set out in Appendix 8. This list shall be updated at regular intervals by DAS IRMD in accordance with the procedures set out in the NOP. Any entity which is not on the list of Eligible Purchasers shall not be able to purchase the Services under this Agreement. 4.3 When purchasing Data/Video Services under this Agreement, the Eligible Purchasers will pay DAS IRMD for such Data/Video Services one (1) month in advance of when payment is due to Company. DAS IRMD will use reasonable efforts to remit payment, using such funds, to Company on behalf of Eligible Purchasers. In the event Eligible Purchasers do not have enough money advanced to DAS IRMD to pay Company, DAS IRMD will notify Company and advise Eligible Purchaser that the Data/Video Services will be terminated. Company is responsible for collecting from Eligible Purchasers any unpaid invoices. 4.4 When purchasing Other Services under this Agreement, the Eligible Purchasers will be billed directly by Company and will remit payment directly to Company for such Other Services. 4.5 DAS IRMD shall not be liable for, either directly or indirectly, any Eligible Purchaser s obligations under this Agreement other than remitting to Company prepaid amounts submitted to DAS IRMD by the Eligible Purchaser for the purchase of Data/Video Services. Any dispute between Company and an Eligible Purchaser shall not involve DAS IRMD; provided, however, that an Eligible Purchaser may, with DAS IRMD s consent, designate DAS IRMD to assist in the resolution of a dispute State of Oregon Contract Number: 1195

13 4.6 Eligible Purchasers shall be subject to certain minimum service periods as set forth in Appendix 1 and shall be liable for any early termination charges set forth in Appendix 1 if such minimum service periods are not met. 4.7 Eligible Purchasers shall not be allowed to purchaser Primary Rate Interface services as set forth in Appendix 1, Service Descriptions and Prices, PRI. 5.0 ACCOUNT SERVICE. 5.1 Project Management. Company and DAS IRMD will agree, as needed, to designated Project Managers in accordance with the process set forth in the NOP. Any changes to the initial Project Managers or to the Agreement Administrator (s) is subject to the approval of the Parties, which approval will not be unreasonably withheld. 5.2 Agreement Administrator(s) Each Party shall assign an Agreement Administrator to be the first point of contact regarding issues pertaining to this Agreement. DAS IRMD s Agreement Administrator may delegate his authority in writing, including, without limitation, to the Project Manager listed in the NOP The initial Agreement Administrators respectively are as follows: DAS IRMD s Agreement Administrator: Steve Macartney Enterprise Network Services Manager Phone: Fax: stephen.e.macartney@state.or.us Company s Agreement Administrator: Greg R. Schwartz Senior National Account Manager Phone: (503) Fax: (503) gschwar@qwest.com 5.3 Dedicated Technical Support Team. Beginning on the Effective Date and continuing for the Term of the Agreement, Company will provide a dedicated technical support team from the Qwest Worldwide Data Operations Center. 6.0 NETWORK OPERATIONS PLAN. The NOP is set out in Appendix 6 and may be revised from time to time as agreed to by the Parties in writing. Company s failure to State of Oregon Contract Number: 1195

14 materially comply with the significant provisions of the NOP shall be a breach of a material obligation under this Agreement, and DAS IRMD may terminate this Agreement pursuant to Section In the event of conflict or inconsistency between the NOP and any other provision of this Agreement, as amended, the NOP shall not prevail. The provisions of the NOP shall only implement this Agreement but shall not otherwise alter, change, or modify the obligations of the Parties. No revision of the NOP shall amend, alter, change, or modify the State s rights, privileges, obligations, or duties under the Agreement, as amended, unless such revision has been authorized and approved as a formal amendment to the Agreement under applicable rules, regulations, and law. 7.0 REPORTING. Company and DAS IRMD shall provide Reports as required by the applicable SLAs and the NOP, and in the format as set out in the applicable SLAs and in the NOP. The Parties agree that Reports required under this Agreement shall become conclusive within thirty (30) days of submission, and these Reports shall be used for calculating amounts owed for failure to achieve Service Level Guarantees set out in the SLAs. In the event of a dispute over the accuracy of a Report, it shall be resolved through technical arbitration as set out in Section 17.3 of this Agreement. 8.0 TECHNOLOGY UPGRADES. 8.1 In the event that there are significant developments in technology relating to the Services provided to DAS IRMD by Company during the Term of this Agreement including, but not limited to, new technology that provides increased functionality at the same or lower cost than the Services and these developments have been made commercially available by Company in the delivery of services to other Company customers, Company shall provide the new development to the Services delivered to DAS IRMD, at DAS IRMD s request, where commercially and technically practicable, at prices mutually agreed upon by the Parties. 8.2 At least twice in each calendar year during the Term of this Agreement, Company shall notify DAS IRMD of any new developments that fall within the scope of this Section If DAS IRMD receives, during the Term of this Agreement, an offer from another carrier that is a nationally recognized telecommunications services provider generally recognized as such in the telecommunications industry, of a new technology for all or a substantial part of the Services under this Agreement ( New Technology ) and Company does not commercially offer the same: Company to Meet the Offer. Company shall have ninety (90) days to provide written notice to DAS IRMD as to whether Company will offer the New Technology to DAS IRMD ( New Technology Notice ). If Company decides to meet the offer for New Technology, Company and DAS IRMD shall mutually agree upon a delivery schedule for such New Technology. If Company fails to meet the agreed upon delivery schedule for such New Technology set out in this Section 8.3.1, then DAS IRMD State of Oregon Contract Number: 1195

15 shall get a credit equal to the amount of existing Services that would have been replaced for up to three (3) months. If the agreed upon delivery schedule has not met by the end of this three (3) month period, DAS IRMD shall transfer the Services to another provider and pursue the options as set out in Section Company Declines to Meet Offer. If Company decides to decline to meet the offer for New Technology, DAS IRMD may disconnect the specific Services that do not satisfy DAS IRMD s needs for such new technology and move the associated traffic to the carrier that has offered to provide the New Technology ( Disconnected Service ). Company will then reduce the MAC for future months by an amount equal to the average monthly billing attributable to the Disconnected Service for the three (3) months prior to the disconnection of the Services, provided that (a) DAS IRMD provides to Company evidence of the offer of the New Technology by such other carrier, (b) DAS IRMD does, in fact, accept said carrier s offer and does subscribe to said new technology, and (c) DAS IRMD furnishes to Company evidence of DAS IRMD s subscription to the New Technology. 8.4 This Section 8.0 shall apply only to DAS IRMD and not to Eligible Purchasers. 9.0 MOST FAVORED NATIONS; PRICE RENEGOTIATION. 9.1 Most Favored Nation. Company confirms that the Charges to DAS IRMD under this Agreement will be no higher, in total to the charges charged by Company to any other customer in the State of Oregon contracting for similar Services, as applicable, and similar volume commitments ( Comparable Services ). If at any time during the Term of this Agreement, the Charges payable by DAS IRMD under this Agreement are greater than Company s charges to another customer in the State of Oregon for Comparable Services, then Company shall reduce DAS IRMD s Charges to the same level as the other Company customer. For purposes of this Section 9, Company shall include all Company Affiliates. 9.2 If at any time during the Term of this Agreement, DAS IRMD or Company identifies other suppliers in the State of Oregon who are providing Comparable Services at lower charges, in total for all Services, than those Charges payable by DAS IRMD under this Agreement, then DAS IRMD shall notify Company of that identification, and both Parties shall promptly meet and review the issues. Should the Services provided by such other supplier be comparable, then Company shall immediately reduce DAS IRMD s Charges to that lower level provided by the other Party. 9.3 Price Renegotiation. At DAS IRMD s request, but no more than one (1) time per year during the Term of the Agreement, the Parties shall meet to review pricing of the Services and the MACs set out in Appendix 1. If the prices, discounts and State of Oregon Contract Number: 1195

16 10.0 OWNERSHIP. other financial terms and conditions of this Agreement are no longer competitive without regard to whether such prices, discounts or other financial terms and conditions are currently available in the State of Oregon, then Company shall negotiate with DAS IRMD pricing for the Services provided under this Agreement to reflect the then-current market rates for Comparable Services sold by Company to similarly situated customers. If the Parties fail to agree upon revisions to this Agreement then the matter will be subject to the Dispute Resolution procedures as outline in Section 17.2 of this Agreement Each Party shall retain all right title and interest in any and all materials, facilities, equipment and other assets provided by such Party pursuant to this Agreement. No Party shall have any rights to any materials, facilities, equipment or other assets provided by the other Party hereunder except as specifically provided in this Agreement. Company shall have no rights to use any information concerning DAS IRMD or any Eligible Purchaser except to the extent necessary to provide the Services. Company will at all times have full ownership of Company Network, facilities and equipment, except as otherwise agreed upon between the Parties, and will maintain the Company Network, facilities and equipment required to deliver reliable Services to DAS IRMD Joint Intellectual Property. Company and DAS IRMD shall not create any joint Intellectual Property. To the extent that any joint Intellectual Property inadvertently is created by and between Company and DAS IRMD, DAS IRMD shall own all such joint Intellectual Property in its entirety. Company agrees to fully cooperate with DAS IRMD at DAS IRMD s expense, in memorializing, transferring, filing, prosecuting and registering DAS IRMD s rights in the joint Intellectual Property. If the Parties wish to intentionally jointly develop any Intellectual Property, ownership of and agreements concerning such development shall be detailed in a separate written agreement entered into prior to the start of any development COMPANY REPRESENTATIONS AND WARRANTIES. Company represents and warrants that: 11.1 It is legally authorized to enter into this Agreement, that by doing so it does not violate any other agreements to which it is a party, and that it has not previously and will not during the Term grant any rights to any third party that are inconsistent with the rights granted DAS IRMD in this Agreement; 11.2 The person executing this Agreement on behalf of Company is duly authorized to execute and deliver this Agreement on behalf of Company; State of Oregon Contract Number: 1195

17 11.3 The Services that Company will provide conform in all material respects with all requirements set out in this Agreement including, without limitation, those set out in Appendix 1; and 11.4 In performing its obligations and providing the Services it provides under this Agreement, Company shall at all times exercise the skill and care of a competent provider of such obligations and provider of services Non-Infringement The Services furnished under this Agreement of any kind provided to DAS IRMD in accordance with this Agreement, do not and will not infringe, violate, or result in the misappropriation of any existing United States, Japan, Australia, Canada or European Union member patent, copyright, maskwork, trademark, trade secret, sui generis database protection, or any other proprietary or Intellectual Property Right of any third party existing now or arising hereafter If any Services furnished is likely to or does become the subject of a claim of infringement of a patent or copyright, then Company may, at its option, procure for DAS IRMD the right to continue using the alleged infringing Services, or modify the Services so that it becomes non-infringing. If none of the above options can be accomplished, Company shall, in addition to any damages or expenses reimbursed, refund to DAS IRMD all amounts paid to Company by DAS IRMD under this Agreement relating to the infringing Services. In addition, Company shall reimburse reasonable costs incurred by DAS IRMD to use the modified Services under this Agreement There are no actions, suits, or proceedings, pending or threatened, that may have a material adverse effect on Company s ability to fulfill its obligations under this Agreement, or on its operations, business properties, assets, or condition LIABILITIES AND INDEMNIFICATION LIMITATION ON LIABILITY. Company shall be liable to DAS IRMD for direct damages arising out of or related to this Agreement. EXCEPT AS STATED ELSEWHERE IN THIS AGREEMENT, NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR SPECIAL DAMAGES, ARISING OUT OF OR RELATED TO THIS AGREEMENT INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, AND THE LIKE, EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS SECTION SHALL NOT APPLY TO ANY PARTY S (A) ABILITY TO State of Oregon Contract Number: 1195

18 OBTAIN INJUNCTIVE OR OTHER EQUITABLE RELIEF; (B) OBLIGATIONS UNDER SECTION 20 (CONFIDENTIALITY); AND (C) INDEMNIFICATION OBLIGATIONS UNDER THIS SECTION Nothing in this Agreement shall limit Company s liability with respect to death or personal injury caused by or arising from negligence or willful misconduct Indemnification By Company. Company shall indemnify, defend and hold DAS IRMD (including any other State agency receiving Services under this Agreement) harmless from any claim, loss, damage, expense, action, cause of action or liability (including court costs and reasonable attorney s fees) (including claims for patent infringement) brought against DAS IRMD (including any other State agency receiving Services under this Agreement) by a third party and arising from or directly related to (a) Company s delivery of the Services, Company Network, or any other services, materials, equipment, facilities or other assets provided or delivered by or for Company under this Agreement, (b) DAS IRMD s (including any other State agency receiving Services under this Agreement) proper exercise of any of the rights granted it by Company under this Agreement, (c) any act or omission by Company that if true would be a breach by Company of this Agreement, including, without limitation, the representations and warranties set out in Section 11, (d) any commission or negligent or willful omission of Company in connection with its obligations under this Agreement, the Services, Company Network, or any other services, materials, equipment, infrastructure, facilities or other assets delivered or provided by or for Company under this Agreement or (e) Company s negligence or willful misconduct Indemnification Process. If any action shall be brought in respect to which indemnity may be sought by DAS IRMD (including any other State agency receiving Services under this Agreement) pursuant to the provisions of this Section 12, DAS IRMD (including any other State agency receiving Services under this Agreement) shall promptly notify the Company in writing, specifying the nature of the action and the total monetary amount sought or other such relief as is sought therein ( Indemnification Notification ). DAS IRMD (including any other State agency receiving Services under this Agreement) shall cooperate with Company at the Company s expense in all reasonable respects in connection with the defense of any such action. The Company may, within fifteen (15) calendar days of the Indemnification Notification, upon written notice to DAS IRMD, undertake to control and conduct all proceedings or negotiations in connection therewith, assume and control the defense thereof, and if it so undertakes, it shall also undertake all other required steps or proceedings to settle or defend any such action, including the employment of counsel which shall be reasonably satisfactory to DAS IRMD (including any other State agency receiving Services under this Agreement), and payment of all reasonably incurred expenses. DAS IRMD (including any other State agency receiving Services under this Agreement) shall have the right to employ separate counsel to provide input into State of Oregon Contract Number: 1195

19 the defense, at DAS IRMD s (including any other State agency receiving Services under this Agreement) own cost. Company shall reimburse DAS IRMD (including any other State agency receiving Services under this Agreement) upon demand for any payments made or loss suffered by it at any time after the date of tender, based upon the judgment of any court of competent jurisdiction or pursuant to a bona fide compromise or settlement of claims, demands, or actions, in respect to any damages to which the foregoing relates. Company shall not settle any claim or action under this Section 12 on DAS IRMD s (including any other State agency receiving Services under this Agreement) behalf without first obtaining DAS IRMD s (including any other State agency receiving Services under this Agreement) written permission, which permission shall not be unreasonably withheld Neither Company nor any attorney engaged by Company will defend against any action in the name of the State or DAS IRMD, nor purport to act as a legal representative of the State or DAS IRMD, without the prior written consent of the Oregon Attorney General The State, acting by and through the Oregon Attorney General, on behalf of DAS IRMD may in its sole discretion and expense, assume its own defense and settlement in the event the State determines that: (i) Company is prohibited from defending DAS IRMD (including any other State agency receiving Services under this Agreement); (ii) Company is not adequately defending DAS IRMD s (including any other State agency receiving Services under this Agreement) interest or (iii) an important governmental principle is at issue and the State desires to assume its own defense The indemnities set forth in this Section are in addition to and not in lieu of any other indemnities provided by law TERM. The Term of this Agreement, unless terminated earlier under Section 14.1, shall run until June 30, DAS IRMD shall have up to twelve (12) months after the expiration or termination of this Agreement, to transition the Services provided under this Agreement to an alternative provider, as provided for in Section TERMINATION Neither Party may terminate this Agreement prior to its expiration except in the following circumstances: Immediately on written notice by either Party if the other Party is subject to bankruptcy or insolvency proceedings. Bankruptcy or insolvency proceedings means bankruptcy proceedings, becoming insolvent, making any composition or arrangement with creditors or an assignment for their benefit, any execution, distress, diligence or seizure; being the subject of State of Oregon Contract Number: 1195

20 proceedings for the appointment of an administrator, going into liquidation whether voluntary or compulsory (except for the purpose of amalgamation or reconstruction) or having a receiver or administrative receiver of any assets appointed. (This provision shall remain in full force and effect in any jurisdiction with bankruptcy laws using different descriptive terms to describe the same events); On at least forty-eight (48) hours written notice by either Party if an event of Force Majeure, as described in Section 15, prevents the performance of the whole or a substantial part of that Party s obligations to the other for a continuous period of thirty (30) calendar days beyond the date(s) on which such obligations should have been performed; By Company, in part or in whole of the Services, if DAS IRMD commits any breach of a material obligation under this Agreement and fails to remedy the same within thirty (30) calendar days after receipt of a written notice from Company specifying the breach and requiring remedy of the same; By DAS IRMD, if Company commits any breach of a material obligation under this Agreement and fails to remedy the same within thirty (30) calendar days after receipt of a written notice from DAS IRMD specifying the breach and requiring remedy of the same. Without limitation, the Parties agree that (i) Company s failure to materially comply with any significant provisions of the NOP or (ii) three (3) successive material failures by Company to meet the Service Level Guarantees set out in Appendices 3, 3A and 3B constitute a breach of a material obligation entitling, but not requiring, DAS IRMD to terminate this Agreement under this Section DAS IRMD may partially terminate Services ( Partial Termination ) and reduce the MAC in the following circumstance: On at least forty-eight (48) hours written notice if an event of Force Majeure, as described in Section 15, prevents Company s delivery of Services in a specific area for a continuous period of seven (7) calendar days; or As set out in the SLAs in Appendices 3, 3A and 3B or in the NOP in Appendix 6 of this Agreement Should the events described in Sections and , prevent or substantially impede DAS IRMD from utilizing twenty percent (20%) of the total Services, then DAS IRMD may terminate the Agreement in its entirety without cost State of Oregon Contract Number: 1195

21 14.4 DAS IRMD may terminate the Agreement or a Data/Video Service or Other Service as otherwise set out in this Agreement Effect Of Expiration Or Termination; Transition Upon termination or expiration of this Agreement, at DAS IRMD s request, Company will continue to provide the Services and meet its obligations hereunder for a period of up to twelve (12) calendar months ( Transition Period ). If Company provides DAS IRMD Services during a Transition Period, the terms and conditions of this Agreement shall remain in effect, except the MAC shall be reduced to zero dollars (US $0.00) and the rates and charges shall be as follows: If during the Transition Period DAS IRMD and Company are negotiating in good faith to extend this Agreement or reach a new agreement for comparable value or similar or replacement services, the rates and charges set out in this Agreement shall continue to apply during the Transition Period Otherwise, DAS IRMD shall pay Company the then current tariffed rates and charges for the Services, or, if no tariff covers the Services, the same rates and charges set out in this Agreement following the date the Agreement terminates or expires The expiration or termination, including any applicable Transition Period, of this Agreement shall be without prejudice to the rights of the Parties accrued up to the date of such expiration or termination. Any outstanding Charges not in dispute shall be paid in full within sixty (60) days of the end of the Transition Period or if there is no Transition Period, within sixty (60) days of expiration or termination. In the event DAS IRMD terminates under this Section 14, DAS IRMD should have no liability for any costs or Charges from the later of the date of termination or the end of any applicable Transition Period By the end of the Transition Period, each Party will (i) cease referring to the other Party and any of its services and products in public oral or written communications, (ii) do such things as are necessary to disable Company s direct and indirect connectivity to DAS IRMD and (iii) promptly return to the other Party or at the other Party s option destroy all Confidential Materials of that Party, including, but not limited to Intellectual Property; and Company will promptly return to DAS IRMD or at DAS IRMD s option destroy all information of any kind concerning DAS IRMD. DAS IRMD s obligations under this Section are subject to Section State of Oregon Contract Number: 1195

22 14.6 Termination Liability. In the event DAS IRMD terminates the Agreement for its convenience rather than for cause under Section 14.1, it shall pay Termination Liability charges as set out in Appendix FORCE MAJEURE Neither Party shall be liable for any breach of its obligations caused by circumstances beyond its reasonable control, including, without limitation, Acts of God, fire, lightning, explosion, war, disorder, flood, labor disputes, (provided however, in the event of a labor dispute, a Force Majeure shall apply only to failure to provide the Services or a delay in installation of the Services, and does not relieve Company from making every reasonable effort to maintain, repair, or restore the Services) weather of exceptional severity, the act or omission of any third party for whom it is responsible where the obligations of such third party are in turn affected by Force Majeure, or the acts of any government or regulatory authority ( Force Majeure ), provided that it meets the obligations set out below: Each Party shall promptly notify the other in writing of the occurrence and details of any Force Majeure that has caused, or is likely to cause, the notifying Party to fail to perform its obligations under this Agreement Each Party will use reasonable efforts to overcome or limit the effects of any such circumstances on the other Party In the event Company claims Force Majeure under this Section 15, Company shall use best efforts to restore the Services to critical operations as set out in Section In the event of a reduction or interruption of the Services as a result of a Force Majeure, Company shall employ its best efforts to restore the Services to DAS IRMD on the highest priority basis consistent with applicable statutes, rules, regulations, or other valid law. Company acknowledges that Services outages may affect users with public security and safety, law enforcement, and military missions. Without limiting the foregoing, Company will make all possible efforts to restore Mission Critical Services on an expedited basis. Mission Critical Services are defined to include those telecommunications services used by DAS IRMD or any state entity that are disrupted by any Force Majeure event which are (i) critical to the operation of DAS IRMD service, or (ii) the loss of which may affect users with public security and safety, law enforcement and military missions, including but not limited to, 911 service and the telecommunications services used by the Office of the Governor of the State Within fifteen (15) calendar days of the commencement of a Force Majeure condition impeding the provision or use of the Services provided under this Agreement, whether in whole or in part, either Party may request an appropriate change to this Agreement. In the event that the Parties cannot agree upon an State of Oregon Contract Number: 1195

23 appropriate modification within thirty (30) calendar days of the commencement of the Force Majeure condition, either Party may cancel that part of the Agreement affected by the Force Majeure condition without liability for breach as a result of such cancellation, including without limitation, a corresponding reduction in the MAC, or percent of the Services affected is material, terminate this Agreement Acts of government or regulatory authority shall be considered Force Majeure only to the extent that such restrictions or acts directly affect, including without limitation precluding, materially diminishing, fundamentally altering or qualitatively degrading, the performance by a Party of its obligations under this Agreement and such change was not obtained through a Party s efforts; provided however that if Company was responsible directly or indirectly for obtaining the government or regulatory authority which forms the basis for Company s claim of Force Majeure, then the claim of Force Majeure shall be invalid. In the event of such an act of government or regulatory authority, the Party that cannot perform will notify the other Party in writing and both Parties shall enter into good faith discussions to identify an alternative means of performance not prevented by such change or act. Should no such alternative means be identified within five (5) calendar days, the Party that cannot perform may notify the other Party that such change or act is a Force Majeure and that such Party is proceeding under Sections 15.1 and 15.2 above COMPANY COMPLIANCE WITH APPLICABLE LAWS General Compliance. Company agrees that, during its performance under the Agreement, it shall comply with all federal, state and local laws, codes, regulations, executive orders and ordinances applicable to the provision of the Services under this Agreement, including, without limitation, all environmental and safety laws and the provisions of (i) Title VI and VII of the Civil Rights Act of 1964; (ii) Section V of the Rehabilitation Act of 1973; (iii) the Americans with Disabilities Act of 1990 (Pub L No ), ORS ; (iv) ORS ; (v) ORS ; (vi) Section 529 of the Internal Revenue Code and Oregon Senate Bill 756 (1999); (vii) all other applicable requirements of federal and state civil rights and rehabilitation statues, rules and regulations; and (viii) all amendments of and regulations and administrative rules established pursuant to these laws. DAS IRMD s performance under this Agreement is conditioned upon Company s compliance with the provisions of ORS , , , and , which are hereby incorporated by reference Regulatory Approval. Should performance of any part of the Agreement be subject to the approval of applicable state or federal regulatory bodies, the Parties shall be relieved of their obligations hereunder if regulatory approval is denied; or, at the sole discretion of DAS IRMD, those parts of the Agreement upon which the denial was based may be renegotiated and the Agreement amended to reflect the result of that renegotiation. Should Company not receive regulatory approval State of Oregon Contract Number: 1195

24 within a reasonable time, DAS IRMD may, at its sole discretion, terminate the Agreement, or the part of the Agreement upon which the denial was based and obtain Services from another Company. A decision to terminate the Agreement under these conditions shall bear no charge for DAS IRMD Change In Law. In the event that any change in applicable law or regulation materially increases the cost or affects the delivery of Services ( Change in Law ), DAS IRMD and Company shall immediately begin negotiations to ameliorate the adverse impact of that Change in Law, provided however, that if Company was responsible directly or indirectly for the change in applicable law or regulation which adversely affects DAS IRMD under this Agreement, then any such Change in Law shall be inapplicable to this Agreement. In the event that the Parties are unable to reach agreement respecting new rates within thirty (30) calendar days after delivery of written notice requesting negotiation from either Party, DAS IRMD may elect to terminate the portion of this Agreement affected by the Change in Law upon prior written notice to Company and without Termination Charges or other penalties. In the event that any Change in Law or regulation decreases the cost of the Services, Company shall immediately notify DAS IRMD of the decrease and adjust the Charges to DAS IRMD Regulatory Approvals Not Obtained. In the event that Company does not obtain the necessary regulatory approvals required under this Agreement, the Parties shall invoke the provisions of Sections 16.2 and RESOLUTION OF DISPUTES Except as provided in Section 17.4 below and otherwise in this Agreement, in the event that the Parties have any disagreement, dispute, breach or claim of breach, non-performance, or repudiation arising from, related to or in connection with this Agreement or any of the terms or conditions hereof, or any transaction hereunder including but not limited to either Party s failure or alleged failure to comply with any of the provisions of this Agreement (hereinafter collectively the Dispute ), other than one related to the release of Confidential Information, the Parties shall first conduct the following procedure in an attempt to resolve the Dispute: 17.2 Procedures First Level. The Parties shall make every effort to settle any Dispute through their respective Section Managers, as defined in the escalation process section in the NOP, within five (5) business days of one Party notifying the other Party of a Dispute. If the Dispute is not resolved at this first level, then it shall be dealt with as set out in Sections to below Second Level. At any time after the fifth (5th) business day set out in Section above, either Party may initiate formal dispute resolution State of Oregon Contract Number: 1195

25 discussions by advising the other Party in writing. The contact point for these discussions shall be the Parties Agreement Administrators. The Parties shall attempt to resolve the dispute within five (5) business days of the notice from a Party that they are initiating this second level of dispute resolution discussions. If the Parties mutually agree in writing that there has been substantial progress toward resolution of the dispute, this second level may be extended for an additional five (5) business day period which shall commence at the conclusion of the first five (5) day period Third Level. Should the second level fail to produce a resolution, the Parties shall immediately proceed to mediation. The mediator shall be selected by JAMS/Endispute consistent with ORS , and shall have no direct or indirect present or past relationship with any Party. Each Party shall have the right to veto one proposed mediator. Within thirty (30) calendar days of the mediator selection, the mediation shall take place. The Parties shall provide the mediator with such information as the mediator believes will assist in resolution of the dispute. Each Party bears its own costs in the mediation and shall split the costs of the mediator. Within fifteen (15) calendar days of the conclusion of the mediation, the mediator shall issue a non-binding report setting forth the mediator s beliefs as to the appropriate resolution of the dispute. This non-binding report shall not be admissible for any purpose in any arbitration or court. The Parties shall once again attempt to amicably resolve the dispute via negotiation within ten (10) calendar days after receiving the mediation report. The mediation proceedings, all evidence taken, and the mediator s report shall be kept confidential to the extent allowed by ORS Fourth Level. If the Parties do not resolve the dispute pursuant to mediation as set out in Section , each Party shall be free to pursue all remedies available to it under this Agreement, by law or otherwise Dispute Resolution For Technical Issues. Only in the event of a dispute between DAS IRMD and Company with respect to Technical Issues (as hereinafter defined) in connection with Company s provision of the Services under this Agreement, including, DAS IRMD and Company shall enter into arbitration limited to a duration of seventy-two (72) hours (the sequencing of the seventy-two (72) hour period shall be agreed to by the Parties depending on the nature of the technical dispute) unless a longer period is agreed to in writing by the Parties. The arbitration shall be conducted by a neutral third party, who has been agreed upon and identified in the NOP, under procedures agreed to by the Parties and set out in the NOP. Each Party shall bear its own costs in the arbitration and share the cost of the arbitrator. The decision rendered by the arbitrator shall be final and binding. For purposes of this Agreement, Technical Issues are those involving whether the criteria for acceptance of the Services State of Oregon Contract Number: 1195

26 have been satisfied, satisfaction of Service Level Guarantees, calculation of round trip delay and calculation of network availability Savings. Nothing in this Section 17: (a) shall in any way limit a Party s rights to seek injunctive relief of any kind, at any time, with respect to any matter; (b) in any way limit a Party s right to suspend or terminate this Agreement as specified herein; (c) remove the requirement to provide notices or filings to meet deadlines otherwise required by law; or (d) constitute a waiver of the sovereign immunity of the State of Oregon INSURANCE. Effective with the inception and throughout the Term of this Agreement, Company shall procure and maintain insurance reasonably adequate to cover any liability that Company may incur as a result of performing its obligations under this Agreement. Such insurance shall be with insurers with minimum Best s ratings of A, and shall be in the form and comply with the following: 18.1 Workers Compensation. If the Company, any sub-contractor, and any other employer providing work, labor or materials under this Agreement is a subject employer under the Oregon Workers' Compensation Law and is not exempt pursuant to ORS , the Company shall comply with ORS and shall require workers' compensation coverage for all of the Company's "subject workers," as defined under ORS Chapter 656. The Company shall obtain proof of the workers compensation coverage for the subject workers and shall make such proof available to DAS IRMD upon written request. The Company shall also carry Employers Liability Insurance coverage in an amount required by law and under which combined single limit per occurrence shall not be less than Five Hundred Thousand Dollars (US $500,000). Annual aggregate limit for Employers Liability Insurance Coverage shall not be less than One Million Dollars ($1,000,000) Commercial General Liability. Company shall obtain, at Company s expense, and keep in effect during the Term of this Agreement, Commercial General Liability Insurance covering bodily injury and property damage. Combined single limit per occurrence shall not be less than Three Million Dollars (US $3,000,000). Each annual aggregate limit shall not be less than Three Million Dollars (US $3,000,000). This insurance shall include personal injury liability, products and completed operations, and contractual liability coverage for the indemnity provided under this Agreement, and is made on an occurrence basis Errors & Omissions/Professional Liability. Company shall obtain, at Company s expense, and keep in effect during the term of this Agreement, Errors & Omissions/Professional Liability Insurance covering any damages caused by an error, omission or any negligent acts of the Company or its employees. Company shall require its sub-contractors, agents and employees to obtain Errors & Omissions/Professional Liability Insurance, and shall obtain proof of such State of Oregon Contract Number: 1195

27 Insurance from its sub-contractors, agents and employees. This proof shall be made available to DAS IRMD upon written request. Such insurance shall include coverage for infringement of proprietary rights of any third party, including without limitation, copyright and trademark infringement as related to Company s performance under this Agreement. Named insured shall include all Key Personnel of the Company as identified in Appendix 6. Combined single limit per occurrence shall not be less than Five Million Dollars (US $5,000,000). Annual aggregate limit shall not be less than Five Million Dollars (US $5,000,000). Each claim shall have a deductible of not more than Fifty Thousand Dollars (US $50,000) Tail Coverage. If Professional Liability insurance is arranged on a claims made basis, tail coverage will be required at the completion of this Agreement for a duration of twenty-four (24) months or the maximum time period the Company s insurer will provide such if less than twentyfour (24) months. Company will be responsible for furnishing certification of tail coverage as described or continuous claims made liability coverage for twenty-four (24) months following Agreement completion. Continuous claims made coverage will be acceptable in lieu of tail coverage, provided its retroactive date is on or before the effective date of this Agreement Automobile Liability. Company shall obtain, at Company s expense, and keep in effect during the Term of this Agreement, Automobile Liability Insurance covering owned, non-owned and hired vehicles, as applicable. This coverage may be written in combination with the Commercial General Liability Insurance. Combined single limit per occurrence shall be not less than One Million Dollars (US $1,000,000), or the equivalent Additional Insured. The liability insurance coverages, except Professional Liability, Errors and Omissions, or Workers Compensation, if included, required for performance of the Agreement shall include DAS IRMD, the Department of Administrative Services and its divisions, officers and employees as Additional Insureds but only with respect to the Company s activities to be performed under this Agreement. Coverage shall be primary and non-contributory with any other insurance and self-insurance Notice Of Cancellation Or Change. There shall be no cancellation, material change, potential exhaustion of aggregate limits, or non-renewal of insurance coverage(s) without sixty (60) days written notice from the Contractor or its insurer(s) to DAS IRMD Agreement Administrator. Any failure to comply with the reporting provisions of this clause shall constitute a material breach of this Agreement and shall be grounds for immediate termination of this Agreement by DAS IRMD State of Oregon Contract Number: 1195

28 18.7 Certificate(s) Of Insurance. As evidence of the insurance coverages required by this Agreement, Company shall furnish Certificate(s) of Insurance to DAS IRMD prior to its issuance of a Notice to Proceed. The Certificate(s) will specify all of the parties who are Additional Insureds. Insurance coverages required under this Agreement shall be obtained from insurance companies or entities with minimum Best s ratings of A. The Company shall be financially responsible for all deductibles, self-insured retentions and self-insurance included thereunder Self-Insurance. Company may use formalized self-insurance in place of commercial insurance for any of the risks of loss referred to under this Agreement, provided a certificate of insurance is furnished accordingly. If the Company will be providing self-insurance coverage in place of commercial insurance for any of the risks of loss referred to under this Agreement, Company, at DAS IRMD s request, will provide financial records, annual reports, or other records to verify and ensure the financial stability and claims payment ability of the self-insurance coverage. Company shall also be responsible for any deductible or self-insured retention applied to commercially or self-insured loss of any type BILLING, PAYMENT AND AUDIT RIGHTS. Company shall deliver the billing in the manner specified below and on or before the first day of the next month following the day Services are rendered Billing. As set out in Appendix 7, DAS IRMD shall be billed directly for Services provided to DAS IRMD, and DAS IRMD shall act as Billing Coordinator for Data/Video Services provided to Eligible Purchasers in accordance with the following: Billing Address Data/Video Services. Invoices for Data/Video Services for DAS IRMD shall be addressed to: Department of Administrative Services Information Resources Management Division Enterprise Services - Data/Video Services 955 Center Street, N.E. U510 Salem, OR Invoices for Data/Video Services for Eligible Purchasers shall be addressed to: Eligible Purchasers C/O Department of Administrative Services Information Resources Management Division Enterprise Services - Data/Video Services 955 Center Street, N.E. U State of Oregon Contract Number: 1195

29 Salem, OR Upon mutual agreement of the Parties, invoices for Data/Video Services for Eligible Purchasers may be sent directly from Company to Eligible Purchasers Billing Address for Other Services. Invoices for Other Services for DAS IRMD shall be addressed to: Department of Administrative Services Information Resources Management Division Enterprise Services - Other Services 955 Center Street, N.E. U510 Salem, OR Invoices for Other Services for Eligible Purchasers shall be sent directly from Company to Eligible Purchasers Billing Media. Invoices for Services shall be made by paper records or, with DAS IRMD approval, by electronic, magnetic or optional media. All invoices shall be in the form set out in Appendix Billing Detail. Invoices submitted for payment shall contain the same description detail as provided in price quotations, and as a minimum, will identify each Services, the unit price, units of quantity, extended price, service address or location of service and Non-Recurring Charges ( NRCs ) Timeliness Of Billing. All NRCs shall appear on the bill within ninety (90) days of the date of DAS IRMD s acceptance of the Services. Company shall pay DAS IRMD Five Hundred Dollars (US $500.00), which the Parties agree is reasonable, for each failure to comply with this provision. Invoices for payment will be provided to DAS IRMD within thirty (30) calendar days of successful delivery of the billed Services. DAS IRMD agrees to process undisputed invoices for payment within thirty (30) calendar days of receipt. No interest charges or late payment charges shall accrue, though, until forty-five (45) calendar days have passed following DAS IRMD receipt of Company s invoice. After fortyfive (45) days, Company may assess overdue account charges up to a maximum rate of two-thirds (2/3) of one percent (1%) per month on the outstanding balance Billing Accuracy. Company shall bill for the Services accurately for each thirty (30) day billing period. This shall mean with regard to installed circuits, on a per circuit basis, that the billing is ninety-eight percent (98%) accurate with regard to such installed circuits. Company shall pay DAS State of Oregon Contract Number: 1195

30 IRMD Five Hundred Dollars (US $500.00), which the Parties agree is reasonable, for each failure to comply with this provision. This fee shall not exceed Five Hundred Dollars (US $500.00) per month Billing Adjustments. Revised invoices or Billing Adjustments will apply only to Company s Services that can be verified by DAS IRMD and requests for such adjustments must be submitted in writing to DAS IRMD within sixty (60) days of Services delivery, shall reference the original invoice in which the error was made, and contain the level of detail defined in Appendix 7. Billing Adjustments shall be set out in a paper document unless otherwise agreed to by the Parties in writing Billing Disputes. Failure by DAS IRMD to pay any portion of or the entire invoiced amount based on Company billing errors or disputed charges shall not constitute default under this Agreement. All disputed billings will be resolved within six (6) months of the initial dispute claim. DAS IRMD shall not pay disputed claims until the dispute is resolved. DAS IRMD shall pay undisputed portions of disputed or incorrect invoices where the undisputed portion can be easily identified by DAS IRMD. Payment of an amount less than the total amount due on all unpaid invoices shall be credited as directed by DAS IRMD. In no event shall Company apply any payment or portion thereof to any particular amount or item that is subject to any claim of error or dispute between the Parties. Company may not bill DAS IRMD for charges incurred more than six (6) months previously. DAS IRMD may not dispute charges more than six (6) months after its receipt of the invoice. DAS IRMD may not seek to dispute credits more than six (6) months past receipt of the invoice that should have included the credit Billing Agent. Company may arrange for a Billing Agent (which may be an approved Subcontractor) to prepare and submit invoices for Services in its name, and collect same; however, responsibility for accuracy and correctness of the invoice remains with Company. If Company exercises this option, payment to the invoicing Subcontractor by DAS IRMD is deemed constructive payment to Company. Company will promptly notify DAS IRMD in writing of such arrangement for invoicing and collection, including name, mailing and street addresses, and telephone number for the firm and the individual person responsible for this function, and any changes thereto New Electronic SOEN TSO. Any new electronic SOEN TSO system shall be made applicable to this Agreement upon written agreement of the Parties Access To Records And Audits. Company shall maintain all fiscal records relating to this Agreement in accordance with generally accepted accounting principles and shall maintain any other records relating to this Agreement in such a manner as to clearly document Company s performance hereunder. DAS IRMD, the Secretary of State Audits Division, the federal government, and their State of Oregon Contract Number: 1195

31 duly authorized representatives shall have access to books, documents, papers, and records of Company which are directly pertinent to this Agreement for the purpose of making audit, examination, excerpts, and transcripts. No more frequently than twice annually during the Term, and during the one (1) year period immediately following the end of the Term whether by natural expiration or termination, DAS IRMD shall have the right to cause an audit and inspection to be made of such books and records, entries and documentation of Company. Such audit shall be conducted by an independent, third party auditor selected by DAS IRMD and all information disclosed and provided to such auditor in connection with such audit will be subject to the Confidentiality provision set out in Section 20. Any such audit shall be conducted, to the extent possible, in a manner that does not interfere with the ordinary business operations of Company. Any such audit shall be paid for by DAS IRMD unless Material discrepancies are disclosed in the auditor s report. Material shall mean a five percent (5%) or greater discrepancy in the Charges for such audited period. If Material discrepancies are disclosed, Company agrees to pay for the costs associated with the audit, in addition to the amount of the discrepancy paid by DAS IRMD plus interest at the highest prime rate set out from time to time in The Wall Street Journal in the United States plus two (2) percentage points (or, if less, at a rate equal to the highest rate permitted under applicable law) Payment Of Taxes And Surcharges. Company shall be solely responsible for any taxes imposed by law on Company. Company may pass on to DAS IRMD any tax which Company is permitted by law to pass on to a customer, and which are passed on to all customers, and from which DAS IRMD is not otherwise exempt. Company may also pass on to DAS IRMD government established surcharges and fees, which Company is permitted by law to pass on to DAS IRMD and from which DAS IRMD is not otherwise exempt such as and similar to universal service fund fees so long as: (i) the surcharge is passed on to all customers in an equitable manner; and (ii) no mark up or other additional charge is added to the surcharge. Company has executed the tax certification, attached as Appendix 10. Company shall be responsible for all federal or state taxes applicable to compensation or payments paid to Company under this Agreement and, unless Company is subject to backup withholding, DAS IRMD will not withhold from such compensation or payments any amount(s) to cover Company's federal or state tax obligations Conversion of Billing Services. Company shall have ninety (90) days from October 2, 2001, to convert the billing for Services under CDS to this Agreement CONFIDENTIALITY Confidential Information shall mean: all nonpublic information that a Party to this Agreement ( Disclosing Party ) delivers in tangible form to the receiving State of Oregon Contract Number: 1195

32 Party ( Receiving Party ), provided such tangible information is conspicuously labeled as confidential when the Disclosing Party delivers it to the Receiving Party. If such information is delivered orally, then the Disclosing Party shall conspicuously label the information confidential within five (5) days of disclosure. Confidential Materials means all tangible materials containing any Confidential Information, including, without limitation, written or printed documents and magnetic or optical media, whether machine or user readable. Confidential Information will not include any information, however designated, that: (i) is or subsequently becomes publicly available without Receiving Party s breach of any obligation owed Disclosing Party; (ii) became known to Receiving Party prior to Disclosing Party s disclosure of such information to Receiving Party pursuant to the terms of this Agreement; (iii) became known to Receiving Party from a source other than Disclosing Party other than by the breach of an obligation of confidentiality owed to Disclosing Party; or (iv) is independently developed by Receiving Party Obligations with Regard to Confidential Information. Receiving Party will protect Disclosing Party s Confidential Information (as such term is defined above) from unauthorized disclosure and use in the same manner as Receiving Party protects its own Confidential Information. Receiving Party will not use Disclosing Party s Confidential Information without the prior written consent of Disclosing Party. Receiving Party may disclose Confidential Information to Receiving Party s employees or consultants only as permitted by the terms of this Agreement, and only on a need-to-know basis after such third parties have agreed to be bound by all of the terms of this Agreement related to the nondisclosure of information. Except as expressly provided in this Agreement, no ownership or license rights are granted in any Confidential Information. The obligations of DAS IRMD under this Section 20 shall not extend to any information, data, or item which is in the public domain or enters the public domain by reason of acts or failures to act not attributable to DAS IRMD Injunctive Relief. Company acknowledges that the disclosure of any Confidential Information of DAS IRMD will immediately give rise to continuing irreparable injury to DAS IRMD and others that is inadequately compensable in damages at law. Accordingly, and without prejudice to any other remedy available to DAS IRMD, DAS IRMD will be entitled to injunctive relieve for the unauthorized disclosure of DAS IRMD s Confidential Information Return of Confidential Materials. Upon written request from the Disclosing Party at any time, and from time to time, Receiving Party will immediately return all Confidential Materials to Disclosing Party, or certify the destruction of the same, in the sole discretion of Disclosing Party Public Records Law. Company hereby acknowledges that all non-disclosure, record destruction and record return obligations set forth in this Agreement are State of Oregon Contract Number: 1195

33 subject to Oregon Public Records laws, including but not limited to ORS , particularly ORS (2), and the provisions for the Custody and Maintenance of Public Records, The non-disclosure or destruction of documents or any portion of a document submitted by Company to DAS IRMD may depend upon official or judicial determinations made pursuant to the Oregon Public Records Law. If DAS IRMD receives from a third party any request under the Oregon Public Records Law for the disclosure of information labeled by Company as confidential, DAS IRMD will notify Company within a reasonable period of time of the request, and Company will be exclusively responsible for defending Company s position concerning the confidentiality of the requested information. Neither the State of Oregon nor any of its agencies is or will be obligated to assist in Company s defense. If any requests for disclosure of such information are made to DAS IRMD, disclosure will only be made consistent with and to the extent allowable under law. Company agrees that price information will not be considered Confidential Information and is open to public inspection DAS IRMD agrees to give Company, within a reasonable period of time, notice of any request it may receive for disclosure of Confidential Information. If any requests for disclosure of Confidential Information are made, disclosure shall only be made consistent with and to the extent allowable under law Each Party acknowledges and agrees that this Agreement supercedes the Non- Disclosure Agreement dated January 10, 2001 ( NDA ) SURVIVAL. Provisions of this Agreement which by their nature are intended to survive termination or expiration of this Agreement will survive any expiration or termination of this Agreement, including but not limited to this Section 21 and Sections 2 (Definitions), 10 (Ownership), 11 (Company Representations and Warranties), 12 (Liabilities and Indemnification), 14 (Termination), 16 (Company Compliance with Applicable Laws), 17 (Resolution of Disputes), 18 (Insurance), 19 (Billing, Payment and Audit Rights), 20 (Confidentiality) and 22 (General) GENERAL Construction. If any provision of this Agreement conflicts with governing law or if any provision is held to be invalid or unenforceable by a court of competent jurisdiction, (i) such provision shall be deemed to be restated to reflect as nearly as possible the original intentions of the Parties in accordance with applicable law, and (ii) the remaining terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect. This Agreement has been negotiated by the Parties and their respective counsel and will be interpreted fairly in accordance with its terms and without any strict construction in favor of or against any Party. The section headings used in this Agreement are intended for State of Oregon Contract Number: 1195

34 convenience only and shall not be deemed to affect in any manner the meaning or intent of this Agreement or any provision hereof Non-Appropriation. Notwithstanding any other provision of this Agreement, Company understands and agrees that State s payment of amounts under the Agreement attributable to work performed after the last day of the current biennium is contingent on DAS IRMD receiving from the Oregon Legislative Assembly appropriations, limitations, or other expenditure authority sufficient to allow DAS IRMD, in the exercise of its reasonable administrative discretion, to continue to make payments under the Agreement. In the event sufficient funds for the next succeeding fiscal period are not allotted by appropriation, appropriation limitation, grant, or other funding source lawfully available to it, the Agreement shall automatically terminate, without charge, at the end of the current fiscal period for which funds have been allocated. Such termination shall not constitute an event of default under any other provision of this Agreement, but DAS IRMD shall be obligated to pay all Charges incurred through the end of such fiscal period. DAS IRMD shall give Company written notice of such nonavailability of funds within thirty (30) calendar days after it receives notice of such non-availability Permits. Company shall obtain and pay for all necessary permits, official licenses and inspections, certificates of authority, and other official approvals necessary for the installation and provision of the Services in this Agreement Entire Agreement. This Agreement, including the Appendices and Schedules, which are incorporated by reference, constitute the entire Agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous communications, representations, understandings, solicitations, offers and agreements (whether oral or written). This Agreement shall not be modified except by a written agreement dated subsequent to the date of this Agreement and signed on behalf of each Party by their respective duly authorized representatives. No waiver by either Party of any provision of this Agreement in a particular instance shall operate as a waiver of any prior, concurrent or subsequent breach(es) of the same or any other provisions hereof and no waiver shall be effective unless made in writing and signed by an authorized representative of the waiving Party. The failure of either Party to exercise any rights under this Agreement in a particular instance shall not operate as a waiver of the Party s right to exercise the same or different rights in prior, concurrent or subsequent instances. This Agreement may be executed in two or more counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument and will be binding upon the Parties Governing Law. The Agreement shall be governed and construed in accordance with the laws of the State of Oregon, without resort to any jurisdiction s conflict of laws, rules or doctrines. Any claim, action, suit or proceeding (collectively, State of Oregon Contract Number: 1195

35 the claim ) between DAS IRMD and Company that arises from or relates to the Agreement shall be brought and conducted solely and exclusively within the Circuit Court of Marion County for the State of Oregon; provided, however, if the claim must be brought in a federal forum, then it shall be brought and conducted solely and exclusively within the United States District Court for the District of Oregon. Company hereby consents to the in personam jurisdiction of said courts. In no way will this Section 22.5 be construed as a waiver by the State of Oregon (including without limitation DAS IRMD) of any form of defense or immunity, whether it is sovereign immunity, governmental immunity, immunity based on the Eleventh Amendment to the Constitution of the United States, or otherwise, from any claim or from the jurisdiction of any court Service Of Notice. Any notice to be served on either of the Parties by the other under this Agreement shall be in writing and delivered by hand, sent by facsimile with a posted confirming copy, sent by prepaid first class mail, or by Federal Express type service to the addressee indicated below: DAS IRMD: Enterprise Network Services Manager Department of Administration Services Information Resources Management Division 955 Center Street, N.E. Room 461 Salem, OR Company: Qwest Corporation Attention: General Counsel 1801 California, 52nd Floor Denver, CO Either Party may, from time to time, designate another address or addressees by notice to the other Party in compliance with this Section Any notice shall be deemed to be given when received or when tendered if receipt is refused Assignment. Company may not Transfer or assign this Agreement in whole or in part, directly or by operation of law, without the prior written consent of DAS IRMD, which consent may not be unreasonably withheld, provided that Company may assign this Agreement, in whole or in part, only pursuant to a bona fide internal reorganization of Company whereby Company retains substantially all of its assets, without prior consent. Notwithstanding the foregoing, the transferring or assigning Party shall remain jointly and severally liable for all of its obligations under this Agreement. Any attempted assignment, sub-license, Transfer, encumbrance or other disposal without such consent shall be void and constitute a material default and breach of this Agreement. Except as otherwise provided, this Agreement shall be binding upon and inure to the benefit of the Parties successors and lawful assigns. In the event that Company is required to assign, sell or divest (generically assign ) any portion of the Services provided to DAS State of Oregon Contract Number: 1195

36 IRMD under this Agreement, to a third party pursuant to any state or federal Government order or court decree, then Company shall notify DAS IRMD in writing of the following: The portion of the Services to be assigned; The name of the proposed assignee; The proposed assignee s specific experience in providing the Services Company is required to assign; and DAS IRMD shall determine within sixty (60) calendar days of the notification whether to agree to the assignment. If DAS IRMD withholds its consent then DAS IRMD may terminate this Agreement to the extent it involves Services to be assigned without cost and only after securing satisfactory replacement services. In the event of such assignment, the MAC shall be reduced by the amount of the Services assigned with no change in the rates that were in place prior to the assignment Independent Contractor Status Company shall perform all required Services as an independent contractor. Although DAS IRMD reserves the right (i) to determine (and modify) the delivery schedule for the Services to be performed and (ii) to evaluate the quality of the completed performance, DAS IRMD cannot and will not control the means or manner of Company s performance. Company is responsible for determining the appropriate means and manner of performing the Services DAS IRMD Procedures. The Agreement in Sections 1.3 (Additional Services), 9.2. (New Technology), and 14.5 (Transition Period Services) provides DAS IRMD with several contract rights that DAS IRMD may not be able to exercise without first complying with an appropriate procurement process or obtaining an exemption from the Director of the Department of Administrative Services. Nothing in Sections 1.3, 9.2 or 14.5 be interpreted as requiring or permitting DAS IRMD to exercise its rights under those sections without: (i) first following the appropriate procurement process as determined appropriate by the Director of the Department of Administrative Services, and (ii) obtaining all necessary State approvals Recycling. Company shall use recycled and recyclable products to the maximum extent economically feasible in providing the Services under this Agreement. Company shall specify the minimum percentage of recycled product in the goods provided under this Agreement. Company agrees to abide by all covenants contained in ORS , which is hereby incorporated by reference, and agrees to execute the attached recycling certification as set out in Appendix State of Oregon Contract Number: 1195

37 State of Oregon Contract Number: 1195

38 APPENDICES Appendix 1 Service Descriptions and Prices Private Network Frame Relay Service DS0, DS1 & DS3 Private Network Frame Relay Service Data/Video without a FRAL Private Network Frame Relay Service Fault Tolerant PVC Private Network DS1Video Frame Relay Access Links & PVCs Private Network DS3 Video Frame Relay Access Links & PVCs Private Network Fractional Frame Relay Access Link T-1 Service Digital Subscriber Line (DSL) (Product List Only, Prices subject to change in Tariff) SHNS DS3 Private Line Transport Service DS1 Private Line Transport Service Voice Grade 32 Voice Grade 33 Voice Grade 36 DS1 Primary Rate Service & Digital Switched Service (PRS/DSS) Centrex Prime Service ATM Tariff Frame Relay (Product List Only, Prices subject to change in Tariff) Synchronous Service Transport (SST) Primary Rate Interface (PRI) Customer Service Record/USOC Billing Dispute(s) LSS Intrastate Services Minimum Annual Commitment ( MAC ) Appendix 1A Voice Services Project Plan Appendix 2 Definitions Appendix 3 Frame Relay Service Level Agreement Appendix 3A Centrex Prime Service Level Agreement Appendix 3B Facility Based Service Level Agreement Appendix 4 Initial FOC for Frame Relay Services Appendix 5 Form of FOC for Frame Relay Services Appendix 5A Form of SOEN TSO for Frame Relay Services Appendix 5B Form of SOEN TSO for Voice Services Appendix 6 Network Operations Plan Appendix 7 Company Billing Invoice Appendix 8 Eligible Purchasers Appendix 9 Form of Agreement between Eligible Purchasers and Company Appendix 10 Tax Certification Appendix 11 Letter of Agency Appendix 12 First Amendment to CDS Appendix 13 Data/Video and Other Service Area Map Appendix 14 Recycling Certification State of Oregon Contract Number: 1195

39 Appendix 15 Rate Areas for VG 32/33/36 Services Appendix 16 CPE Purchase Appendix Appendix 17 Network Management Service ( NMS ) Appendix Appendix 18 Qwest Loyal Advantage Appendix State of Oregon Contract Number: 1195

40 Appendix 1 Service Descriptions & Pricing During the term of this Agreement: General - Service Order Charges A. All Service Order Charges for the new Data/Video Services under any SOEN TSO shall be waived without regard to subsection C of this Section. B. All Service Order Charges for Services migrated from CDS to this Agreement are waived, without regard to subsection C of this Section. C. On a three (3) month rolling average, DAS IRMD shall be provided by Company, fifteen (15) Data/Video service orders per month for Changes or Modifications, as defined below, to existing services without service order charge. If at any time, during the three (3) month period, DAS/IRMD exceeds forty-five (45) service orders, Company and DAS/IRMD will immediately enter into negotiations for determining an acceptable charge for the forty-sixth (46th) and beyond service order. Failure to reach an agreement within two (2) weeks, from the time the forty-sixth (46th) service order has been received, will trigger a seventy-five dollar ($75.00) (USOC UWFDF) service order charge per Data/Video order beyond the forty-fifth (45th) order. Changes or Modifications shall mean a software design change or modification to an existing Frame Relay circuit such as adding additional Permanent Virtual Circuits (PVCs) or changing the Committed Information Rate (CIR) to an existing Frame Relay circuit. For avoidance of doubt, if in the first month following the Effective Date, DAS IRMD submits no orders for Changes or Modifications to existing Data/Video Service, then in the next month DAS IRMD may submit thirty (30) service orders for Changes or Modifications to existing Data/Video Service without charge Appendix 1 General Service Order Charges State of Oregon Contract Number: 1195

41 Private Network Frame Relay Service DS0, DS1 & DS3 Employing digital technology, Frame Relay Service (FRS) provides high-speed access and throughput to and among Local Area Networks, as well as computers. Utilizing statistical multiplexing, FRS enables users to allocate circuit bandwidth to applications as needed, up to the maximum bandwidth purchased, rather than assigning fixed channels to specific applications. FRS supports transmission speeds up to Mbps. USOC Qwest ICO Service Level 1 Monthly Recurring Cost (MRC) Level 2 Monthly Recurring Cost (MRC)# Non- Recurring Cost (NRC) FRL5A FBR5A 1. DS0 frame access link with one PVC $93.59 $93.59 $ FRL7A FBR7A 2. DS1 frame access link with one PVC /64 Kbps frame relay rates for 2 nd and higher PVCs/each FVCX2-5 FBRX2-5 2 nd 5 th FVCXS FBRXS 6th 14th FVCXT FBRXT 15th 24th FVCXU FBRXU Over Lottery Host Circuit FRL7B N/R Mbps Hub Access with 3 PVC FRL7C N/R Mbps Hub Access with 24 PVC 1, , , FRL7D N/R Mbps Hub Access with 100 PVC , , DS1 Frame Relay Rates for 2 nd and higher PVCs/each FVCX2-5 FBRX2-5 2nd 5th FVCXS FBRXS 6th 14th FVCXT FBRXT 15th 24th FVCXU FBRXU Over DS3 Frame Relay Service Elements UFHDA UWFCA DS3 Port & 1st data PVC 4, , FVCDE UWFCB 2nd 50th data PVC/each FVCDF UWFCC 51st 140th data PVC FVCDG UWFCD 141st 240th data PVC FVCDH UWFCE Over 240 data PVC #Note: Applies only if other services minimum annual commitment is not established Appendix 1 General Service Order Charges State of Oregon Contract Number: 1195

42 Private Network Frame Service -- Data/Video without a FRAL This offering will provide DS1 FRS for video conferencing or other delay sensitive applications when provisioned over a non-ds1 FRAL (Non-FRAL Video PVC FRS). This service shall be purchased in conjunction with an access link, purchased separately by DAS IRMD, offered under the Agreement. This pricing will provide a PVC with 384Kbps CIR or a PVC with 512 Kbps CIR. Existing service under USOC FRL7A/FC7 should be used for all traditional DS-1 FRS. USOC FRLV1/FC7 or New USOC I should be purchased for all traditional DS1 FRS for video conferencing. Qwest USOC ICO Description Non-FRAL DS-1 service, Port Charge, 1 st data UWFDD UWFDD PVC and InterLATA Access. (InterLATA Access will be included on access links.) N/A N/A N/A N/A FP4V1 FP4V1 DS-1 service, Port Charge, 1 st 128 Kbps Video PVC and InterLATA Access. (InterLATA Access will be included on access links.) DS-1 service, Port Charge, 1 st 256 Kbps Video PVC and InterLATA Access. (InterLATA Access will be included on access links.) DS-1 service, Port Charge, 1 st 384 Kbps Video PVC and InterLATA Access. (InterLATA Access will be included on access links.) Level 1MRC Level 2 MRC# Monthly InterLA TA Access Appendix 1 General Service Order Charges State of Oregon Contract Number: 1195 NRC $ $ Variable $ TBD TBD Variable TBD TBD TBD Variable TBD Variable 1, DS-1 service, Port Charge, 1 st 512 Kbps Video FP4VV FP4VV PVC and InterLATA Access. (InterLATA Access will be included on access links.) Variable 1, #Note: Applies only if other services minimum annual commitment is not established. Service Description The Non-FRAL Video PVC FRS offering allows packetized point-to-point video applications at 384 Kbps or 512 Kbps CIR to be transported over FRS. Non-FRAL Video PVC FRS shall be provided through the coordination of the providers included in the Agreement. Non-FRAL Video PVC FRS assigns a higher transit priority for the Video PVC than the basic PVC to minimize delay and loss during intermittent network congestion. Company represents and warrants that the Non-FRAL Video PVC FRS shall have a network service reliability/availability as specified under the Agreement. Company makes no guarantees regarding the quality of Non-FRAL Video PVC FRS. In addition, Company makes no representations as to the interoperability of customer's equipment with the Non-FRAL Video PVC FRS. The Non-FRAL Video PVC FRS offering is based on special switch and trunk engineering and vendor proprietary schemes coordinated by Company; DAS IRMD acknowledges that the Non-

43 FRAL Video PVC FRS may not interoperate with video PVC services offered by non-contract providers. Non-FRAL Video PVC FRS is currently restricted to providers participating under the Agreement. Additional PVCs can be added in accord with existing Agreement provisions Appendix 1 General Service Order Charges State of Oregon Contract Number: 1195

44 Private Network Frame Relay Service - Fault Tolerant PVC Fault Tolerant Service reroutes the customers PVCs in the event of a service interruption at the customer's primary location. Upon notification by the customer that a service interruption has occurred, the PVCs will be rerouted to a backup User Network Interface ( UNI ). Upon notification by the customer that the service has been restored, the Company will reroute the customer's PVCs back to the primary service. Fault Tolerant Service can be used to back up one or more primary location(s), however, only one (1) activation can occur at a time. The backup UNI speed must be equal to or greater than the highest UNI speed of the designated primary connection. Fault Tolerant Service is only available on speeds of 56/64 Kbps, Mbps and/or Mbps. USOC Description Level 1 Monthly Recurring Level 2 # Monthly Recurring Monthly InterLATA Access NRBF4 Fault Tolerant PVC Service Installation. NC NC Variable $ FP4PX Fault Tolerant DS-1 UNI + 0 PVCs $ $ Variable FRLPX NRBF4 DS-1 FRAL with 0 PVC for Fault Tolerant PVC service Fault tolerant service activation, consisting of a switch to the backup service ordered by the customer Appendix 1 General Service Order Charges State of Oregon Contract Number: 1195 NRC Variable NC NC NC UWFCI Subsequent service establishment, consisting of addition of a new Fault Tolerant access link to the customer's backup site. NC NC NC #Note: Applies only if other services minimum annual commitment is not established. Service Description Fault Tolerant PVC allows a customer to subscribe to a Frame Relay UNI port that will serve as a backup for one (1) or more primary locations (UNI ports). Should the primary location fail and require the activation of the backup, all primary PVCs associated with the primary location are rerouted to the backup location via the Fault Tolerant PVC. The customer subscribes to an Access Link (Frame Relay Access Link or PL Access) and a UNI port with 0 (zero) PVCs, which will be designated as their backup (Fault Tolerant PVC). The customer will determine at subscription time which of their Primary locations (UNI ports) will be mapped to this backup connection should a backup condition occur. During normal operation, the backup Fault Tolerant port will be idle and will have no active PVC connections of its own. When the authorized customer representative notifies the Company that the primary location has failed, Company will initiate by a single network management command the rerouting of the PVCs currently configured with the failed primary location to the backup Fault Tolerant PVC Connection. All PVC's from the primary connection will be rerouted to the backup Fault Tolerant PVC connection. Individual PVC's cannot be blocked nor selected for rerouting to the Fault Tolerant PVC connection.

45 The backup Fault Tolerant PVC connection will remain active until authorization to deactivate it is received from the authorized customer representative. Company using a single network management command will then reroute the PVC's back to the original primary connection. Fault Tolerant PVC Limitations: (1) Only one (1) primary connection can be active on the backup at any one (1) time; (2) An active primary connection cannot be designated as a backup location; (3) NNI connections are not part of the Fault Tolerant PVC offering; (4) Individual PVCs cannot be rerouted to the Fault Tolerant PVC; (5) The Fault Tolerant PVC UNI speed must be equal to or greater than the highest UNI speed of the designated primary connection; (6) Video PVCs associated with the primary connections may lose their special trunking characteristics when rerouted to the Fault Tolerant PVC and therefore may not exhibit the same level of service; however, the Video PVC will retain its priority status of one (1). When subscribing to the Fault Tolerant PVC service, the customer will purchase an Access Link (PL or Frame Relay Access Link) and a UNI with zero (0) PVC. Multiple primary connections can be mapped to the Fault Tolerant PVC but ONLY ONE (1) UNI with ZERO (0) PVC will be billed per backup Fault Tolerant PVC connection. There is an initial service establishment Nonrecurring Charge to setup the mapping of the Primary PVC(s) to the backup Fault Tolerant PVC port (one (1) charge for any & all primaries initially mapped). A subsequent service establishment Nonrecurring Charge applies for any subsequent primaries added to the backup after the initial setup. In addition to the setup charges above there is an Activation Charge that will be billed as a Nonrecurring Charge each time that the Backup Fault Tolerant PVC connection is activated. This charge covers the expense of routing the PVCs from the primary to the Backup as well as rerouting the PVCs back to the Primary Appendix 1 General Service Order Charges State of Oregon Contract Number: 1195

46 Private Network DS1 Video Frame Relay Access Links & PVCs This offering is an option for DS1 FRS for video conferencing or other delay sensitive applications (Video PVC FRS). Company agrees to provide, under the pricing herein set forth, Video PVC FRS with a 128 Kbps CIR, 256 Kbps CIR, 384 Kbps CIR and 512 Kbps CIR. Qwest USCO ICO Description N/A N/A Video Frame Relay Access link with one 128 Kbps video PVC N/A N/A The 2 nd through 8 th 128 Kbps Video PVCs/each N/A N/A Video Frame Relay Access link with one 256 Kbps video PVC N/A N/A The 2 nd through 4 th 256 Kbps Video PVCs/each FRLVI F6RVI Video Frame Relay Access link with one 384 Kbps video PVC FVCV2-3 FVLV2-3 The 2 nd and 3 rd 384 Kbps Video PVCs/each FRLVV F6RVV Video Frame Relay Access link with one 512 Kbps video PVC Level 1 Monthly Recurring Level 2 # Monthly Recurring Monthly InterLA TA Access Variable NC Variable NC NRC $ $ Variable $1, NC Variable 1, FRLVW FVLVW Additional 512 Kbps Video PVCs NC #Note: Applies only if the other services minimum annual commitment is not established. Service Description The Video PVC FRS offering allows packetized point-to-point video applications at 128 Kbps CIR, 256 Kbps CIR, 384 Kbps CIR and 512 Kbps CIR to be transported over FRS. Video PVC shall be provided through the coordination of the providers included in the Agreement. The Video PVC FRS assigns a higher transit priority for the Video PVC than the basic PVC to minimize delay and loss during intermittent network congestion. Company represents and warrants that the Video PVC FRS shall have a network service reliability/availability as specified under the Agreement. Company makes no guarantees regarding the quality of Video PVC FRS. In addition, Company makes no representations as to the interoperability of customer s equipment with the Video PVC FRS. The Video PVC FRS offering is based on special switch and trunk engineering and vendor proprietary schemes coordinated by Company; DAS IRMD acknowledges that the Video PVC FRS may not interoperate with video PVC services offered by non-contract providers. Video PVC FRS is currently restricted to providers participating under the Agreement Appendix 1 General Service Order Charges State of Oregon Contract Number: 1195

47 Private Network Fractional Frame Relay Access Link T-1 Service Employing digital technology, Frame Relay Service Access Link T-1 (FRAL-T1) provides DS1 sub-rate speed access and throughput to and among Local Area Networks, as well as computers. Utilizing statistical multiplexing, FRS enables users to allocate circuit bandwidth to applications as needed, up to the maximum bandwidth purchased, rather than assigning fixed channels to specific applications. In Qwest Service Areas (non-postalized) USOC Description Level 1 MRC NRC/ Per Each UWFCK 128 K FRAL with 1 st PVC * $ $ UWFCL 2 nd 5 th PVC UWFCM 6 th 14 th PVC UWFCN 15 th 24 th PVC UWFCO 25 th and higher PVC UWFCP 256 K FRAL with 1 st PVC * UWFCQ 2 nd 5 th PVC UWFCR 6 th 14 th PVC UWFCS 15 th 24 th PVC UWFCT 25 th and higher PVC UWFCU 384 K FRAL with 1 st PVC * UWFCV 2 nd 5 th PVC UWFCW 6 th 14 th PVC UWFCX 15 th 24 th PVC UWFCY 25 th and higher PVC Note: Interoffice mileage and back haul charges may apply. Available only in Company territory. In Verizon Service Areas (non-postalized) USOC Description Level 1 MRC NRC/ Per Each Frame Relay Access Link UWFCZ 128 K FRAL * $ $ UWFC3 256 K FRAL * UWFC4 384 K FRAL * st PVC Priced by CIR UWFC6 16 Kbps CIR UWFC7 32 Kbps CIR UWFC8 48 Kbps CIR UWFC9 64 Kbps CIR UWFDA 128 Kbps CIR UWFDB 256 Kbps CIR UWFDC 384 Kbps CIR nd and higher PVC UWFDE Additional PVC any CIR Note: Interoffice mileage and back haul charges may apply. Available only in Verizon territory Appendix 1 General Service Order Charges State of Oregon Contract Number: 1195

48 Private Network DS3 Video Frame Relay Access Links & PVCs This offering is an option for DS-3 FRS for video conferencing or other delay sensitive applications (Video PVC FRS). Company agrees to provide, under the pricing herein set forth, Video PVC FRS with a 384 Kbps CIR or 512 Kbps CIR on a DS-3 FRS UNI. DS-3 Video PVC is available only as a Non-FRAL component. This service is not available statewide. DAS IRMD must purchase an access link separately as offered under the Agreement and the access link must be available prior to, or concurrent with, installation of this service. USOC Description UFHD Mbps service. Port Charge, COCC, 1 st 384 Kbps CIR Video PVC and InterLATA Access. (InterLATA Access will be included on all access links.) Level 1 MRC Level 2 MRC (See # Note) Monthly Recurring Monthly InterLA TA Access NRC / Per Each $4, $4, Variable $ FVCD0 Additional 384 Kbps CIR Video PVC 2 nd to 50 th NC FVCDP PVKOJ Additional 384 Kbps CIR Video PVC 51 st to 972 nd (See ## Note) 1st 384 Kbps CIR Video PVC on a Mbps Data UNI NC NC UFHDV Mbps service. Port Charge, COCC, 1st 512 Kbps Video PVC and InterLATA Access. (InterLATA Access will be included on all access links. Estimated cost is $2, ) 4, , Variable FVCDQ Additional 512 Kbps CIR Video PVC 2 nd to 50 th NC FVCDR Additional 512 Kbps CIR Video PVC 51 st to NC nd (See ## Note) PVKOK 1 st 512 Kbps CIR Video PVC on a Mbps Data UNI NC FRLWYY 1 st Data PVC on a Mbps Video UNI NC #Note: Applies only if other services minimum annual commitment is not established. ##Note: SLA remedies will be suspended if the number of all associated PVCs, CIR exceed the appropriate assigned SLA measurement limit (20 or 40 Mbps, depending on the hour). Service Description The Video PVC FRS offering allows packetized point-to-point video applications at 384 Kbps CIR or 512 Kbps CIR to be transported over FRS. The Video PVC FRS assigns a higher transit priority for the Video PVC than the basic PVC to minimize delay and loss during intermittent network congestion. Company represents and warrants that the Video PVC FRS shall have a network service reliability/availability as specified under the Agreement. Company makes no guarantees regarding the quality of Video PVC FRS. In addition, Company makes no representations as to the interoperability of DAS IRMD's equipment with the Video PVC FRS Appendix 1 General Service Order Charges State of Oregon Contract Number: 1195

49 The Video PVC FRS offering is based on special switch and trunk engineering and vendor proprietary schemes coordinated by Company; DAS IRMD acknowledges that the Video PVC FRS may not interoperate with video PVC services offered by non-agreement providers. Video PVC FRS is currently restricted to providers participating under the Agreement. The Company DS-3 FRS (FRS) offering is a high speed Frame Relay user-network-interface (UNI) access service. (NNI is not offered.) The service is for high-speed UNI access to the Frame Relay network at DS-3 transmission speed and is specifically targeted for low speed traffic aggregation (e.g. 56 Kbps, 64 Kbps, and Mbp/s) onto a single high speed UNI. The DS-3 FRS will be available at a fixed rate in the Company serving area in Oregon. As other locations are requested, Company will evaluate the needs and the service offering can be converted to a flat rate. Each intended location will require evaluation and qualification prior to receipt of a TSO. An appropriate access link must be purchased separately. This access link must be installed and available at each location. The DS-3 FRS requires DAS IRMD to purchase an appropriate access link separately, and each request for DS-3 FRS shall be evaluated separately. DAS IRMD shall submit to Company a request for DS-3 FRS at a desired service location, and within fifteen (15) working days, Company shall either approve or reject the provision of DS-3 FRS and such approval shall not be unreasonably withheld. In the event that Company rejects DAS IRMD's request for DS-3 FRS, Company shall provide in writing to DAS IRMD the reason(s) for such rejection and provide DAS IRMD the opportunity to resubmit a request for DS-3 FRS after correcting any deficiencies that were the basis of the prior rejection. After Company's approval of DAS IRMD's request for DS-3 FRS, DAS IRMD shall submit to Company a TSO for DS-3 FRS. Company shall respond to the TSO within fifteen (15) working days, and Company and DAS IRMD will establish a mutually agreeable service date. On that date, DS-3 FRS shall be installed by Company and operational for DAS IRMD to attach their network equipment. Any delay associated with the access link will result in a corresponding change in the service date. In the event that Company and DAS IRMD are unable to agree on a service date, DAS IRMD will be allowed to withdraw its TSO with no further obligation to Company. DAS IRMD shall request additional Video PVCs beyond the first (1st) PVC on an existing DS-3 FRS by submitting to Company a TSO. Company shall install Video PVC FRS, ensure that it is operational on the site specified by DAS IRMD in the TSO, and make the Video PVC FRS available for DAS IRMD to attach its equipment after receipt of the TSO. The total CIR subscribed on the DS-3 UNI when carrying Video PVCs must not exceed Mbps. Company only guarantees 20 Mbps using the existing infrastructure. A new switching platform will increase the total CIR guaranteed to DAS IRMD. When computing subscription rates, both CIR and Excess Burst Rate (Be) must be included. The excess burst rate of video PVCs is 64 Kbps. Thus, the maximum numbers of Video PVCs on a DS-3 UNI are 39 for 512 Kbps and 52 for 384 Kbps. These are theoretical maximums. Company cannot guarantee that these will be achievable in every situation. DAS IRMD should configure frame relay traffic shaping on their router for all video PVCs and for all data PVCs on a UNI that contains video PVCs. The use of traffic shaping on the router Appendix 1 General Service Order Charges State of Oregon Contract Number: 1195

50 will ensure that any bursts above CIR from DAS IRMD's equipment will be buffered, so frame loss will be minimized Appendix 1 General Service Order Charges State of Oregon Contract Number: 1195

51 Digital Subscriber Line (DSL) Version: SOEN With Amendment 1 (signed 12/03/2002) Qwest DSL Services is the umbrella name for Qwest s family of Digital Subscriber Line (DSL) services. DSL Services are delivered to a subscriber location in combination with Asynchronous Transfer Mode (ATM) access. DSL technology provides: Both voice and high-speed data services over metallic local loop facilities Allows data transmission at speeds faster than voice band analog modems Separates the two types of traffic, allowing simultaneous bi-directional voice and data transmission over the same facility Qwest DSL Services consists of two different service categories: Qwest DSL Host Qwest DSL Subscriber These two categories correspond to the spoke and hub network of the DSL Service: Qwest DSL Subscribers are the spoke network connections Qwest DSL Host is the hub Each of the spoke connections must be associated with a hub or a Qwest DSL Host. The Qwest DSL Host service is provided to ISPs, small and large businesses, or government and education customers allowing them to aggregate data streams from many Qwest DSL Subscribers onto a single high-speed data connection via Qwest ATM Cell Relay backbone. The function of the Qwest DSL Subscriber Lines is: Qwest DSL Service consists of three different offerings designed to meet the unique data needs of both consumer and business customers: Non-Professional Offerings Qwest DSL 256 For the consumer customer, Qwest DSL 256 always one [sic] service offers speed for the occasional web surfer. This user does place a high value on the always on or the guaranteed availability of existing Qwest DSL Services. o Connection speed of 256 KBPS downstream; 128 to 256 KBPS upstream Deluxe Service For the more frequent web-surfer or businesses, Deluxe offers speed and the convenience of being always on. Pro (Professional Offering) Appendix 1 General Service Order Charges State of Oregon Contract Number: 1195

52 Pro DSL Service Provides a range of speeds plus value-added features for customers who require a higher standard of service. Customers who order Pro DSL want professional modem installation and dedicated technical support. They want assurance that their needs will be met promptly guaranteed! Customers who order Pro DSL will receive the following extra service features to help meet their needs: o Free technician visit for modem installation o Dedicated technical support number for Qwest DSL Pro Customers o Service Level Assurances (SLA) guarantees, including Installation Assurance, Satisfaction Assurance, Service Assurance, and Line Speed Assurance. How DSL Service Works: The flat rated residence or business telephone lines 1FR/1FB (AFK/AFH) serve as the access facilities for Qwest DSL Service from the customer s home or remote location to their serving wide center. A Qwest DSL customer may use either their existing voice channels, or additional voice channels may be purchased. If additional voice channels (1FR/1FB) are purchased, the lines must be in and working before a Loop Qualification can be done. Qwest DSL Service is implemented with xdsl devices that are installed both at the subscriber location; e.g. at the residence or business, and at the central office that serves that subscriber; e.g. on the other end of the copper pair. The Qwest DSL subscriber connects with the Qwest DSL Host via Qwest DSL ports. Qwest Integrated Service Digital Network Digital Subscriber Line (IDSL) is a data solution that utilizes Integrated Services Digital Network (ISDN) and Digital Subscriber Line (DSL) technology. The service provides a point to point private line circuit, allowing high-speed data services, that connects a subscriber to either their DSL Host or to an Internet Service Provider (ISP). Qwest IDSL is an extension of the Qwest DSL Services product and is another variety of the DSL family of products - it extends the service reach, thus resulting in more potential customers, who can get broadband technology. Qwest IDSL is: Serial numbered circuit. No voice service is provided with Qwest IDSL. IDSL is one element of the Qwest Digital Anywhere Program as well as a stand-alone service. Qwest IDSL Rate Elements are: Appendix 1 General Service Order Charges State of Oregon Contract Number: 1195

53 Channel Termination (CT) which provides for the communications path between the customer designated premises and the serving wire center (CWC) of those premises. The Motorola Vanguard 65 modem (MZ1MG) pre-set at a speed of 144kbps. The modem package comes with a cable that connects to an RJ-11 jack and a cable that connects to an RJ45S jack. The RJ-11 jack is the recommended choice for most Qwest IDSL installations. The Qwest DSL ports: Interface with the equipment located at the Qwest DSL customer's home or remote locations. Are used to connect a customer's voice and data equipment, which then connects the customer to the Qwest DSL Services Network. The customer can designate a port speed of 256 KBPS, 640 KBPS, 1 MBPS, 4 MBPS and 7 MBPS. The equipment at the central office: separates the voice traffic from the data traffic, sends the voice traffic in the voice network to be handled in the traditional manner, sends the data traffic through Qwest's ATM data network, to the Qwest DSL Host. In this manner, the data traffic is entirely separate from the voice network. The functions of the Qwest DSL Host are: Aggregating data traffic over ATM Cell Relay network eliminating modem pools to purchase and maintain. Provide a choice of bandwidths: o MBPS, Clear Channel DS1 provided from the Private Line Transport tariff (PLT) o 45 MBPS DS3 Private Line Tariff (PLT) in increments of 3 MBPS o 45 MBPS or 155 MBPS ATM Cell Relay Service (CRS) Optical Access Link (OAL) (new or existing) for customers within the optical reach limits of the ATM serving wire center in increments of 3 MBPS The ability to specify the appropriate performance level Dedicated VCC to provide continuous access Rate Elements The rate elements applicable to Qwest DSL Host Service are: Qwest DSL Host Access Links Qwest DSL Host Port Bandwidth Central Office Connecting Channels Qwest DSL Host Access Links Appendix 1 General Service Order Charges State of Oregon Contract Number: 1195

54 A Qwest DSL Host Access Link is a Qwest provided physical connection between a disclosed ATM Central Office or a Qwest DSL Host Service Point, and the Qwest DSL Host customer premises. The Qwest DSL Host Access Link transmits data from the customer's host or central location to the Qwest ATM Network. If the customer's serving central office is not collocated with the ATM switch or a Qwest DSL Host Service Point, then a Private Line Transport Service (DS1 or DS3) must be provided. Transport Mileage/Channel would apply between the customer's serving central office and the ATM Switch or Qwest DSL Host Service Point. If the customer is to be in a Meet Point arrangement (Independent Telephone territory), then Private Line Transport is to be used and the Transport Mileage is to be calculated from the customers serving central office to the ATM Switch central office. Qwest DSL Host Access Links are available as follows: MBPS Clear Channel DS1 Private Line Transport (PLT) Channel Termination. A Qwest DSL Host Port and Qwest DSL Host Central Office Connecting Channel (COCC) apply in addition to the Access Link. 45 MBPS DS3 PLT Channel Termination. A Qwest DSL Host Port and Qwest DSL Host COCC apply in addition to the Access Link. 45 MBPS ATM Cell Relay Optical Access Link (OAL) for customers within the optical reach limits of the ATM serving wire center. A Qwest DSL Host Port applies in addition to the Access Link. Existing 45 or 155 MBPS ATM Cell Relay OAL and Port. (This option is an ATM Cell Relay Customer adding Qwest DSL Host bandwidth to their ATM service) Qwest DSL Host Bandwidth applies in addition to the existing OAL and Port. The 45 and 155 MBPS ATM Cell Relay OAL Access Links support the bi-directional speeds of 3 MBPS through 45 MBPS, in increments of 3 MBPS. Qwest DSL Host Port A Qwest DSL Host Port is a port on the ATM switching system at the serving wire center or the Qwest DSL Host Service Point. The types of Ports applicable to Qwest DSL Host Service are: MBPS Qwest DSL Host Port (Note: The MBPS Qwest DSL Host Port charge includes the bandwidth) 45 MBPS Qwest DSL Host Port existing 45 or 155 MBPS ATM Cell Relay Port Appendix 1 General Service Order Charges State of Oregon Contract Number: 1195

55 Bandwidth Version: SOEN With Amendment 1 (signed 12/03/2002) o A 45 MBPS Qwest DSL Host Port is capable of terminating Qwest DSL Host bandwidth from 3 MBPS through 45 MBPS, in increments of 3 MBPS. Qwest DSL Host bandwidth transports Qwest DSL Host data transmission through the ATM Network at rates from 3 MBPS to 45 MBPS in 3 MBPS increments. A minimum of one 3 MBPS increment of bandwidth is required for each 45 MBPS Qwest DSL Host Port, and for each existing 45 or 155 MBPS ATM Cell Relay Port used for Qwest DSL Central Office Connecting Channels (COCC) A Central Office Connecting Channel (COCC) arrangement provides the ongoing interconnection from a Qwest facility to a Qwest DSL ATM port when the customer accesses the Qwest DSL Host Service via a private line transport facility. PRICING Rates are subject to change and all Services ordered will be at the then current Tariff rate. PRICING: Qwest DSL Subscriber Line Access Line USOC 1FR/1FB (AFK/AFH) DESCRIPTION Access line charge Qwest Basic and Deluxe DSL Subscriber Line Connections PRODUC T NAME DOWNSTR EAM DATA SPEED MAXIM UM UPSTRE AM TERM OF SERVICE DSL K 256K MONTH-TO- MONTH DSL UP TO 640K 256K MONTH-TO- DELUXE MONTH USOC MRC NRC GPRSM $21.95 $99.00 GRLAM $31.95 $ Appendix 1 General Service Order Charges State of Oregon Contract Number: 1195

56 Qwest Professional DSL Subscriber Line Connections PRODUCT NAME DSL Pro Deluxe DSL Pro 640K DOWNSTRE AM DATA SPEED MAXIM UM UPSTRE AM Version: SOEN With Amendment 1 (signed 12/03/2002) TERM OF SERVICE UP TO 640K 256K MONTH-TO- MONTH 640K 640K MONTH-TO- MONTH DSL Pro 1M 1.024M 1M MONTH-TO- MONTH DSL Pro 4M 4M 1M MONTH-TO- MONTH Qwest IDSL Subscriber Line Connections PRODUCT NAME DSL Pro 7M 7M 1M MONTH-TO- MONTH DOWN- STREAM DATA SPEED MAXI- MUM UP- STREAM USOC MRC NRC GRLGM $55.00 $ Year GRLG1 $55.00 $ Year GRLG3 $55.00 $ Year GRLG5 $55.00 $99.00 GRLBM $66.00 $ Year GRLB1 $64.00 $ Year GRLB3 $62.00 $ Year GRLB5 $60.00 $99.00 GRLDM $88.00 $ Year GRLD1 $84.00 $ Year GRLD3 $80.00 $ Year GRLD5 $76.00 $99.00 GRLEM $ $ Year GRLE1 $ $ Year GRLE3 $ $ Year GRLE5 $ $99.00 GRLFM $ $ Year GRLF1 $ $ Year GRLF3 $ $ Year GRLF5 $ $99.00 TERM OF SERVICE IDSL 144K 144K MONTH-TO- MONTH (Only available after initial contracted period has expired) USOC MRC NRC T8XYX $69.95 $ Year T8XY1 $69.95 $ Year T8XY3 $65.95 $ Year T8XY5 $59.95 $ Service Order Change Charge REALY NONE $ Appendix 1 General Service Order Charges State of Oregon Contract Number: 1195

57 Speed Changes ITEM USOC CHANGE CHARGE Service Change Charge (applies only from Pro class DSL to REAKM $30.00 Deluxe or DSL 256) No Service Change Charge for any Professional DSL speed changes from one data speed to another within the Pro DSL service family None None Qwest DSL Equipment DESCRIPTION. A customer is shipped one modem per Qwest DSL line at promotional price if promotional prices are in effect. USOC NRC Cisco 678 external modem DXLNB $ Intel 2100 internal modem DXLTA $ Intel 2200 internal modem DXLTE $ Intel 3200 external modem connected to USB port DXLTG $ IDSL Motorola Vangurard 65 MZ1MG $ IDSL Technician Installation of Modem 1CRMD $ Additional Microfilter package DXLNF $20.00 PRICING : DSL Host Access Link is provided from DS1 portion of Agreement. DESCRIPTION TERM USOC MRC NRC 45MBPS ATM OAL, without Protection Month-to-Month N7AXM $ $ Year N7AX1 $ $ Year N7AX3 $ $ Year N7AX5 $ $ MBPS ATM OAL, with Protection Month-to-Month N7ARM $ $ Year N7AR1 $ $ Year N7AR3 $ $ Year N7AR5 $ $ Port Charge MBPS 45 MBPS Month-to-Month HPRGM $ $ Year HPRG1 $ $ Year HPRG3 $ $ Year HPRG5 $ $ Appendix 1 General Service Order Charges State of Oregon Contract Number: 1195

58 Bandwidth Month-to- Month HPRKM $ $ Year HPRK1 $ $ Year HPRK3 $ $ Year HPRK5 $ $ MBPS included in Port Charge 3 MBPS Incremental Charge For Use on 45 Mbps Qwest DSL Host Port Bandwidth Change Charge: 3 to 45 Mbps port speed bandwidth change, per speed change Central Office Cross Connect DS Month-to HB1HM $ NONE Month 1 Year HB1H1 $ NONE 3 Year HB1H3 $ NONE 5 Year HB1H5 $ NONE REAKN NONE $ Month-to- Month CU8MY $5.00 $ Year CU8NY $2.50 $ Year CU8OY $2.25 $ Year CU8PY $2.00 $20.00 DS3 45 MBPS Static IP Addresses: Lease a block of 8 static IP address (5 useable, 3 for network management) for DSL Line Month-to-Month CU8TY $10.00 $ Year CU8UY $5.00 $ Year CU8VY $4.50 $ Year CU8WY $4.00 $20.00 S1P $14.95 $ Appendix 1 General Service Order Charges State of Oregon Contract Number: 1195

59 VERIZON DSL SERVICES DAS IRMD shall places all order with Verizon and Verizon will bill DAS IRMD. DSL Transport rates are subject to change and all Service ordered will be at the then current Tariff rate. This section is for illustrative purpose only and is not binding on either party. DSL Transport service is a best effort Service, therefore, no Service Level Agreements are available for this Service. VERIZON DSL Transport Service Central Offices The following Central Offices are equipped to provide DSL Transport services subject to port availability and local loop distance limitations. DSL Transport services are not available on local loops that exceed 15,000 feet from the Central Office. ATM DSL Transport Central Offices (7.1M service requires ATM) Aloha Beaverton Bull Mountain Forest Grove Gresham Hillsboro Banks McMinnville Newberg Sandy Orient Sherwood Wilsonville Tigard Scholls Stafford Tualatin Yamhill FRAME RELAY DSL Transport Central Offices Aloha Bandon Coquille Reedsport Beaverton Brookings Bull Mountain CoosBay Empire North Bend Gold Beach Forest Grove Gresham Hillsboro LaGrande McMinnville Newberg Sandy Sherwood Silverton Somerset West Wilsonville Tigard Scholls Stafford Tualatin Valley View Yamhill DSL Transport Package Monthly Plan (*See Note 1, page 8) MONTH-TO-MONTH: No minimum service period and no termination charge. The monthly recurring rate includes the DSL Transport line. CPE Installation is optional and incurs an additional charge. Downstream / Upstream NRC MRC 768K 128K N/A $ M 128K N/A $ M 384K N/A $ M 768K N/A $ K 384K N/A $ K 768K N/A $ Appendix 1 General Service Order Charges State of Oregon Contract Number: 1195

60 DSL Transport Package 1 Year Term Plan (*See Note 1, page 8) 1 YEAR TERM: Minimum service period; termination liabilities apply. The monthly recurring rate includes the DSL Transport line. Installation of the DSL line incurs a separate one-time charge. CPE Installation is optional and incurs an additional charge. Downstream / Upstream NRC MRC 768K 128K N/A $ M 128K N/A $ M 384K N/A $ M 768K N/A $ K 384K N/A $ K 768K N/A $68.00 Subscriber CPE DSL Modem Kit $ On-Site Installation $ Additional Verizon Services Basic Service Package $ (includes site survey & sync test) Splitter Installation $43.00 Jack and Re-Wire $43.00 Inside Wire (per 100ft) $43.00 Micro-Filter Installation $15.00 Network Interface Card Installation $43.00 External DSL Modem Installation $85.00 Internal DSL Modem Installation $85.00 Software Installation / PC Configuration $85.00 Verizon On-Line Provider Rates (*See Note 1, page 8) STATIC IP DSL Maximum Connect Speed 768k/128k 1.5M/128k 384k/384k 1.5M/384k 768k/768k MRC $79.95 $99.95 $ $ $ NRC $60.00 $60.00 $60.00 $60.00 $60.00 Modem $99.00 $99.00 $99.00 $99.00 $ Boxes 6 domain name boxes 6 domain name boxes 6 domain name boxes 6 domain name boxes NOTE 1: The above pricing does not include the costs associated with the DSL transport. 6 domain name boxes Appendix 1 General Service Order Charges State of Oregon Contract Number: 1195

61 DYNAMIC IP DSL Central Site Hub Connection Pricing Service NRC MRC DS-1 $ $ DS-3 $ $ Mileage 1. A minimum one (1) year term commitment is required on all DSL orders. 2. DSL is a best-effort service, therefore no performance service level agreements are provided. 3. Where DSL service is available, Verizon On-Line guarantees to provision and activate the service within ten (10) business days (Dynamic IP ADSL) from the date of order and within twenty (20) business days (Static IP DSL) from the date of receipt of an approved contract. If these provisioning intervals are missed, a 50% credit will be provided against the first full month recurring charge. 4. All orders for these Services are to be placed directly with Verizon. Verizon will bill for such DSL and DSL Transport Services Appendix 1 General Service Order Charges State of Oregon Contract Number: 1195

62 SHNS Self-Healing Network Service is a dedicated network designed with two (2) concentric rings connecting multiple node locations with fiber optic cable pairs. A combination of this fiber ring technology and a series of Intelligent Network Elements (INEs) allow Self-Healing Network Service to automatically detect network failures and reconfigure around them. Nodes on Self- Healing Network Service may consist of capacity requirements up to OC-192 serving various access facility types including DS1, DS3, OC-3 ports. Company Service Area Pricing OC-3 (155.52Mbps) Description USOC MRC InterLATA Access NRC Hub Node, per hub wire center NJZAX $1, intralata only $0.00 Hub Node DS1 Port DJZBX intralata only 0.00 Hub Node DS 3 Port DJZCX intralata only 0.00 Hub DS3 Ring Mux Port DJNV3 1, intralata only Access Node, per customer premise NJ3AX 1, intralata only 0.00 Access Node DS1 Port DJ3BX intralata only 0.00 Access Node DS3 Port DJ3CX intralata only 0.00 Access DS3 Ring Mux Port DJHV3 1, intralata only Interoffice transport - per mile 1HXTX intralata only 0.00 DS3 Central Office Connecting Channel CU5QS 3.00 intralata only CO Multiplexing DS3-DS1 MKM3X intralata only OC-12 (622.08Mbps) Description USOC MRC InterLATA Access NRC Hub Node, per hub wire center NGZNX $2, intralata only $0.00 Hub Node DS1 Port DJZDX intralata only 0.00 Hub Node DS 3 Port DHZPX intralata only 0.00 Hub DS3 Ring Mux Port DJNX3 1, intralata only Hub OC-3 Ring Mux Port DJNZ intralata only Access Node, per customer premise NGYNX 2, intralata only 0.00 Access Node DS1 Port DJ3DX intralata only 0.00 Access Node DS3 Port DHYPX intralata only 0.00 Access DS3 Ring Mux Port DH4X3 1, intralata only Access Node OC-3 Ring Mux Port DH4Z intralata only Interoffice transport - per mile 1HXTX intralata only 0.00 Central Office Connecting Channel CU5QS 3.00 intralata only CO Multiplexing DS3-DS1 MKM3X intralata only Appendix 1 General Service Order Charges State of Oregon Contract Number: 1195

63 OC-48 (2.488 Gbps) Description USOC MRC InterLATA Access NRC Hub Node, per hub wire center NGHRX $5, intralata only $0.00 Hub Node Additional Drop (Per 12 DS3s) SHZX intralata only 0.00 DS1 Add-Drop Capability SHP intralata only 0.00 Hub Node DS1 Port DHRYX intralata only 0.00 Hub Node DS 3 Port DHHSX intralata only 0.00 Hub Node OC-3 Port DJXGX intralata only 0.00 Hub Node OC12 Port DJXJX intralata only 0.00 Hub DS3 Ring Mux Port DJN13 1, intralata only Hub OC3 Ring Mux Port DJN intralata only Hub OC12 Ring Mux Port DJN43 2, intralata only Access Node, per customer premise NGGRX 5, intralata only 0.00 Access Node Additional Drop (Per 12 SHZX intralata only 0.00 DS3s) Access Node DS1 Port DHWYX intralata only 0.00 DS1 Port Add-Drop Capability SHV intralata only 0.00 Access Node DS3 Port DHGSX intralata only 0.00 Access Node OC-3 Port DJ4GX intralata only 0.00 Access Node OC-12 Port DJ4JX intralata only 0.00 Access DS3 Ring Mux Port DH413 1, intralata only Access OC3 Ring Mux Port DH intralata only Access OC12 Ring Mux Port DH433 2, intralata only Interoffice transport - per mile 1HXTX IntraLATA only 0.00 Central Office Connecting Channel CU5QS 9.20 intralata only CO Multiplexing DS3-DS1 MKM3X IntraLATA only OC-192 (9.952 Gbps) Description USOC MR C InterLATA Access NRC Hub Node, per hub wire center NHZA3 $5, intralata only $0.00 Hub Node Optical Drop Per OC96 NHZB3 7, intralata only 0.00 Electrical Drop (Per OC-48) NHZC3 6, intralata only 0.00 DS1 Drop Capacity NHZD intralata only 0.00 Hub Node DS1 Port (Electrical Drop) DHR intralata only 0.00 Hub Node DS3 Port (Electrical Drop) DHR intralata only 0.00 Hub Node OC3 Port (Electrical Drop) DHR intralata only 0.00 Hub Node OC3 Port (Optical Drop) DHR intralata only 0.00 Hub Node OC12 Port (Electrical Drop) DHR intralata only 0.00 Hub Node OC12 Port (Optical Drop) DHR intralata only 0.00 Hub Node OC48 Port (Optical Drop) DHR intralata only 0.00 Hub DS3 Ring Mux Port DJN53 1, intralata only Hub OC3 Ring Mux Port DJN intralata only Hub OC12 Ring Mux Port DJN83 2, intralata only Hub OC48 Ring Mux Port DJN93 6, intralata only Access Node, per customer premise NNGA3 5, intralata only 0.00 Access Node Optical Drop Per OC96 NNGB3 7, intralata only Appendix 1 General Service Order Charges State of Oregon Contract Number: 1195

64 Description USOC MR C InterLATA Access NRC Electrical Drop (Per OC-48) NNGC3 6, intralata only 0.00 Access Node DS3 Port (Electrical Drop) DHW intralata only 0.00 Access Node OC3 Port (Electrical Drop) DHW intralata only 0.00 Access Node OC3 Port (Optical Drop) DHW intralata only 0.00 Access Node OC12 Port (Electrical Drop) DHW intralata only 0.00 Access Node OC12 Port (Optical Drop) DHW intralata only 0.00 Access Node OC48 Port (Optical Drop) DHW intralata only 0.00 Access DS3 Ring Mux Port DH453 1, intralata only Access OC3 Ring Mux Port DH intralata only Access OC12 Ring Mux Port DH483 2, intralata only Access OC48 Ring Mux Port DH493 6, intralata only Mileage- per mile 1HXTX intralata only 0.00 Central Office Connecting Channel CU5QS intralata only 7.00 CO Multiplexing DS3-DS1 MKM3X intralata only Verizon Service Area Pricing OC-12 (622.08Mbps) Description M RC InterLATA Access NRC CO Node (Ring Route), per hub wire center $2, Yes $3, CO DS1 Rider (Port) Yes 0.00 CO DS3 Rider (Port) Yes 0.00 CO OC-3c Rider (Port) Yes 0.00 CO OC-12c Rider (Port) 2, Yes 0.00 OC3 CDL Link (Ring Route) per premise 2, Yes 3, OC12 CDL Link (Ring Route) per premise 3, Yes 6, Interoffice transport per mile Yes 0.00 Central Office Connecting Channel DS Yes 0.00 Central Office Connecting Channel DS Yes 0.00 CO Multiplexing DS3-DS1 Included in Rider Yes Included in Rider Appendix 1 General Service Order Charges State of Oregon Contract Number: 1195

65 OC-48 (2.488 Gbps) Description MRC InterLATA Access NRC CO Node (Ring Route), per hub wire center $4, Yes $3, CO DS1 Rider (Port) Yes 0.00 CO DS3 Rider (Port) Yes 0.00 CO OC-3c Rider (Port) Yes 0.00 CO OC-12c Rider (Port) 2, Yes 0.00 OC3 CDL Link (Ring Route) per premise 2, Yes $3, OC12 CDL Link (Ring Route) per premise 3, Yes $6, OC48 CDL Link (Ring Route) per premise 5, Yes $6, Interoffice transport per mile Yes 0.00 Central Office Connecting Channel DS Yes 0.00 Central Office Connecting Channel DS Yes 0.00 CO Multiplexing DS3-DS1 Included in Rider Yes Included in Rider Note: Verizon Service is price list only. All orders for this service are to be placed directly to Verizon. Service Description SHNS is a dedicated network designed with two (2) concentric rings connecting multiple node locations with fiber optic cable pairs. A combination of this fiber ring technology and a series of Intelligent Network Elements (INEs) allow SHNS to automatically detect network failures and reconfigure around them. The INEs consists of add/drop multiplexers and appropriate software to provide access from DAS IRMD s location (access node) on and off the SHNS ring. At the Network Interface (NI), DAS IRMD can order desired Ports. The INE copies all entering data frames and sends one copy on the working path and another on the protection path in the opposite direction. At the receiving or destination node, frames on both paths are monitored and compared, and the frame with none or the least flawed bits is selected. This way, if one of the rings goes down, SHNS heals itself. Similarly, since the data travels in both directions around the ring, if there is a break in both cases at one part of the ring, the data still reaches its destination. SHNS adds fault protection to the network provided under the Agreement and can serve as an access link for FRS. SHNS requires major infrastructure and engineering resource and each request for SHNS shall be evaluated separately. DAS IRMD shall submit to Company a written request for SHNS at a desired service location, and within fifteen (15) working days, Company shall either approve or reject the provision of SHNS at the requested location. Special construction charges may apply, and if so, will be identified at that time. In the event Company rejects DAS IRMD s request for SHNS, Company shall provide to DAS IRMD, in writing, the reason(s) for such rejection and provide DAS IRMD the opportunity to resubmit a written request for SHNS after correcting any deficiencies that were the basis of the prior rejection Appendix 1 General Service Order Charges State of Oregon Contract Number: 1195

66 Term If, Company continues to provide SHNS service after the Agreement expires, the provisions for month-to-month service in the Tariff will apply. Changes to SHNS DAS IRMD may move or add to Service ( Change ) if Company commercially offers such Change to Service and DAS IRMD agrees to pay all applicable charges related to such Change. DAS IRMD agrees to pay all recurring and nonrecurring charges, including excess construction, applicable to any Change to SHNS. Should DAS IRMD s interstate traffic exceed ten percent (10%) of total traffic volume, a jurisdictional change notification from DAS IRMD to Company is required; at which time, Company will have the option to readdress pricing. At this time, DAS IRMD certifies it has no interstate traffic; however, if in the future interstate traffic occurs, DAS IRMD will thus notify Company of the percentage of its interstate traffic. Termination of SHNS A Termination Charge, as set forth in Appendix 1, will be waived when DAS IRMD discontinues SHNS and ALL the following conditions are met: DAS IRMD signs a service agreement for any other Company provided new service(s). All applicable nonrecurring charges will be assessed for the new service(s); Both SHNS and the new service(s) are provided solely by Company; The order to discontinue SHNS and the order to establish new service(s) are received by Company within thirty (30) days; The new service(s) installation must be completed within thirty (30) calendar days of the disconnection of SHNS, unless such installation delay is caused by Company; The total value of the new service agreement(s), excluding any special construction charges, is equal to or greater than one hundred fifteen percent (115%) of the remaining value (the current monthly recurring charges at the time of termination, multiplied by the number of months remaining in the term) of this Agreement; If the new service(s) is subject to a minimum service period, it will go into effect when the new service(s) agreement begins; and DAS IRMD agrees to pay any previously billed, but unpaid recurring, and any outstanding nonrecurring charges. These charges cannot be included as part of the new service(s) agreement. New service includes, without limitation, a newly installed service placed under a new service agreement(s), or newly installed additions to an existing service agreements(s), but does not include renewals for expiring service agreement(s), renegotiations of existing service agreements(s) and conversions from month-to-month to contracted service Appendix 1 General Service Order Charges State of Oregon Contract Number: 1195

67 Out-Of-Service Credit An Out-of-Service credit ( credit ) shall apply when DAS IRMD experiences a service interruption and the SHNS system fails to switch to the protected electronics and/or facilities within one second. The protected electronics and/or facilities are those elements of SHNS within the Company wire center(s) and between the Company wire center(s) and the Service Network Interfaces (SNIs) associated with SHNS. Such credit shall be one (1) month s total of all monthly recurring charges associated with that portion of SHNS that is inoperative. This Credit shall be based on the information provided by the Company Network surveillance system associated with SHNS. The Credit shall be limited to a maximum of one (1) per calendar month for an interruption or series of interruptions within that month. DAS IRMD shall not be entitled to a credit arising out of interruptions in SHNS due to DAS IRMD s negligence, or for interruptions to SHNS during periods that Company and DAS IRMD agree that DAS IRMD shall release SHNS for maintenance purposes, for rearrangement of SHNS agreed to by DAS IRMD, or for the implementation of an order for a change in SHNS agreed to by DAS IRMD. However, DAS IRMD shall be entitled to a credit for interruptions that occur at times different than those agreed to by DAS IRMD, or for interruptions agreed to by DAS IRMD that last longer than the period agreed to by the parties, subject to the terms and conditions of the Agreement, failure by DAS IRMD to authorize any element of special construction and periods when DAS IRMD elects not to release SHNS service for testing and/or repair and continues to use it on an impaired basis. Technical Description: (Fiber Ring/SONET Technology) SHNS is provisioned via a self-healing fiber ring technology. All systems are solely provisioned using fiber optics. Self-Healing fiber ring technology consists of two (2) concentric rings that connect multiple node locations with fiber optic cable pairs. One ring is the working, or primary, transmission path. The second ring serves as the backup, or protection, transmission path. The direction of communications on the primary path is transmitted in one direction (e.g. clockwise) around the ring. Should service degradation or failure occur in any component of the primary path, the service will heal itself by automatically rerouting the signal in the opposite (e.g. counterclockwise) direction around the ring using the protect path. Rerouting is achieved through a combination of automatic protection switching functions, which are performed by Intelligent Network Elements (INE) Add/Drop Multiplexers (ADMs) and dual fiber optic facilities. Company shall meet the following Service Parameters: Twenty-four (24) hour performance monitoring by Company. Ninety-nine point ninety-nine percent (99.99%) availability Appendix 1 General Service Order Charges State of Oregon Contract Number: 1195

68 Service credit is limited for one (1) month s billing in the event of one second of outage for one (1) occurrence per month. Bit Error Rate of less than 1X10 (-9). Links multiple customer locations over facilities dedicated solely to a single customer. Provides network survivability through an integrated combination of intelligent network elements Appendix 1 General Service Order Charges State of Oregon Contract Number: 1195

69 DS3 Service Version: SOEN With Amendment 1 (signed 12/03/2002) DS3 service provides for the two-way transmission of Mbps digital signals, on a point-topoint basis only. Service may be provisioned on fiber, or other suitable facilities. Service may be used for the transmission of voice, data, and video signals, or any combination. Service is provided between customer designated premises, between a customer designated premises and a Company Hub or between Company Hubs. Service is available utilizing an Electrical Interface as defined in Company Technical Publication Pricing USOC MRC NRC 1. Channel Termination, per termination a. Electrical Interface Capacity of 1 THJAX $1, $ Capacity of 2 THJEX 1, Per DS3 Initial TH5EX Per DS3 Subsequent TH5EX Transport Mileage [1] Mileage Bands Over 0 to 8 Fixed FQYU Per mile IU5W Over 8 to 25 Fixed FQYU Per mile IU5W Over 25 to 50 Fixed FQYU Per mile IU5W Over 50 Fixed FQYU Per mile IU5W [1] Nonrecurring charges apply to Transport Mileage when installed without a Channel Termination USOC MRC NRC 3. Optional Features and Functions a. Central Office Multiplexing, per arrangement [1] DS3 to DS1 MQ3 $ $93.50 b. Central office Connecting Channel, per arrangement Between two different DS3 services installed as two separate services CU5MN [1] Nonrecurring charges apply when multiplexing is not installed at the same time as a Channel Termination Appendix 1 General Service Order Charges State of Oregon Contract Number: 1195

70 DS1 Private Line Transport Service DS1service provides for the two-way transmission of Mbit/s digital signals, on a point-topoint basis only. Service can be provisioned on copper, fiber, or other suitable facilities, at Company s discretion. Service may be used for the transmission of voice, data, and video signals, or any combination thereof. Service is provided between two (2) customer designated premises, between a customer designated premises and a Company serving wire center, or between Company serving wire centers. When Service is requested between two (2) Company serving wire centers, Central Office multiplexers must also be ordered on each end (i.e., each service wire center) of the DS1 circuit. Item USOC MRC NRC Channel Termination T7TGG $ $ Subsequent NRC Transport Mileage 0-8 Fixed XUWP Per Mile JZ3PA 6.40 Transport Mileage 8-25 Fixed XUWP Per Mile JZ3PB 7.00 Transport Mileage Fixed XUWP Per Mile JZ3PC 7.40 Transport Mileage Over 50 Fixed XUWP Per Mile JZ3PD 7.90 Service Rearrangement Charge Muxed DS3 (Rollover Charge) Central Office Multiplexing DS1 to Voice/Data MQ DS1 to DS0 QMU Notes: Nonrecurring applies to channel terms only on new installations. Nonrecurring on transport mileage and CO muxing applies only when installed subsequent to channel termination. Subsequent NRC is defined as: A Service Provisioning Charge applies when at the same time as the initial request, the customer requests an additional circuit be installed. The additional circuit must be due the same day, for the same customer, for the same type of circuit, at the same premises, with the exact same NC/NCI code combinations as the initial circuit. A Subsequent Service Provisioning Charge will also apply, when at the same time as the initial request for work to be performed on an existing circuit, the customer requests the same work to be performed on an additional existing circuit. The order must be due the same day, at the same premises, for the same type of circuit, with the exact same NC/NCI code combinations Appendix 1 General Service Order Charges State of Oregon Contract Number: 1195

71 VG32 circuits are provided: Voice Grade 32 For analog voice frequency transmission capability with a bandwidth of Hz Two point or multipoint Two- wire or four Between customer designated premises or a customer designated premises and the Serving Wire Center (SWC) Off Premises Station Lines Off Premises Station Lines (OPX) are channels from a customer provided switch i.e., Private Branch Exchange (PBX) to a secondary location. OPX circuits are provided two point, two wire. When equipped with loop-start signaling, VG32 circuits offer the capabilities of extending the signaling ranges and of offering repeated ringing for PBX station ports. The Rate Elements applicable to a VG32 circuit are: Network Access Channel (NAC) Channel Performance (CP) Transport Mileage/Transport Channels in ID-N (Fixed and Per Mile) Optional Features/Functions A Network Access Channel (NAC) provides for the communication path between the Point of Termination (POT) and the serving wire center (SWG). A NAC applies per termination. The NAC is rated based on the Rate Group of the local exchange containing the customer s serving wire center (SWC). The rate will vary depending on the Rate group of the SWC for each customer location. The three different rate groups are Rate Group 1,2 & 3. The Channel Performance (CP) defines the technical characteristics required to provide the desired level of transmission performance. A CP applies per NAC. The CP for a VG32 circuit is determined by the type of signaling arrangement requested. The CPs for a VG32 circuit are: If Signaling Arrangement is: Then CP Signaling Description USOC is: No Signaling PCWEX To connect Customer Provider Equipment (CPE) or facilities to a service suitable for voice or data transmission with no signaling equipment provided by Qwest. Loop Start Signaling: Type LA PCWAX 02LA2 Type A registered port, ohms loop resistance range Type LB PCWBX 02LB2 Type B registered port, ohms loop resistance range Type LC PCWCX 02LC2 Type C registered port, > 900 ohms loop Appendix 1 General Service Order Charges State of Oregon Contract Number: 1195

72 resistance range Type LG PCW8X 02LG2 Type A registered port, ohms loop resistance range with ringing generator for repeated ringing Type LO PJWCX Loop-start signaling open-end (switch) function presented by the EU at interface to the Qwest service. Type LS PJWHX Loop-start signaling closed-end (station) function presented by the EU at the interface to Qwest service Auto Ringdown PCWGX Private line automatic ringdown (PLAR) with PLAR equipment by Qwest at Central Office VG32 Description and Elements: Transport Mileage (TM) /Transport Channels (TC) provides for the transmission of facilities between two or more serving wire centers. The TM/TC is separated into mileage bands with two rate elements for each band. The rate elements are: Fixed Per mile Optional Features/Functions Transfer Arrangement/Transfer Bridge is a bridging arrangement that can be utilized to transfer a VG32 from one leg to another that terminates in either the same or different customer designated premises. A Bridge Lifter has a two-wire bridge capability that allows the connection of two stations to a single PBX or Centrex-type line and provides the bridging capability that allows for the connection of an Off Premises Extension. Resistive Bridging is available for use on two-wire or four-wire multipoint circuits and provides the capability to connect three or more customer designated premises for voice or data communications. Data Enhancement/Data Capability adds data parameters to VG32 circuit. Pricing SERVICE PROVISIONING CHARGE USOC MR C NRC An Initial Service Provisioning Charge applies Initial SCH $0.00 $ toward the processing, engineering and design for work to be performed on a new or existing circuit. A Subsequent Service Provisioning Charge applies when at the same time as the initial request, the customer requests an additional circuit be installed. A Subsequent Service Provisioning Charge will also apply when at the same time as the initial request for work to be performed on an existing circuit. The additional circuit must be due the same day, for the same Subsequent SCHAX Appendix 1 General Service Order Charges State of Oregon Contract Number: 1195

73 type of circuit, as the same location, with the same exact NC and NCI code combinations. The rate elements applicable to a VG32 circuit are: Network Access Channel (NAC) (The Initial Service Provisioning Charge applies per circuit.) Two Wire Rate Group 1 USOC CNX12 MRC $17.50 NRC $0.00 Rate Group 2 CNX Rate Group 3 CNX Four Wire Rate Group 1 CNX Rate Group 2 CNX Rate Group 3 CNX Transport Mileage/Transport Channels in ID-N (Fixed and Per Mile) (Transport Mileage (TM)/Transport Channel (TC) provides for the transmission of facilities between two or more service wire centers.) Over 0 to 8 miles Fixed Rate FQYX Over 0 to 8 miles Per Mile 3LBXA Rate Over 8 to 25 miles Fixed Rate FQYX Over 8 to 25 miles Per Mile 3LBXB Rate Over 25 to 50 miles Fixed Rate FQYX Over 25 to 50 miles Per Mile Rate 3LBXC Over 50 miles Fixed Rate FQYX Over 50 miles Per Mile 3LBXD Rate Channel Performance (CP) (The Channel Performance (CP) defines the technical characteristics required to provide the desired level of transmission performance.) No Signaling PCWEX Loop Signaling Type LA PCWAX Loop Signaling Type LB PCWBX Loop Signaling Type LC PCWCX Loop Signaling Type LG PCW8X Loop Signaling Type LO PJWCX Loop Signaling Type LS PJWHX Auto Ringdown PCWGX Optional Features/Functions Resistive Bridging, per port Two Wire B5NA Four Wire B5NA Bridge Lifter, per port BLBV Transfer Arrangement, per port Two Wire USY2X Four Wire USY4X Data Enhancement per NAC 3BE Rollover NR6RA Billable Administrative Charge ORC Appendix 1 General Service Order Charges State of Oregon Contract Number: 1195

74 Voice Grade 33 VG33 circuits are provided: For analog voice Frequency transmission with a bandwidth of Hz. For two-point or multipoint service. Provisioned two-wire or four-wire. Available End-to-End. An End-to-End Application is generally intended for customers requiring an overall Private Line Transport, furnished by Qwest within a LATA, within the same state. The Rate Elements applicable to a VG33 circuit are: Network Access Channel (NAC) Channel Performance (CP) Transport Mileage/Transport Channels in ID-N (Fixed and Per Mile) Optional Features/Functions A Network Access Channel (NAC) provides for the communication path between the Point of Termination (POT) and the serving wire center (SWC). A NAC applies per termination. The NAC is rated based on the Rate Group of the local exchange containing the customer s serving wire center (SWC). The rate will vary depending on the Rate group of the SWC for each customer location. The three different rate groups are Rate Group 1,2 & 3. The Channel Performance (CP) defines the technical characteristics required to provide the desired level of transmission performance. A CP applies per NAC. The CP for a VG36 circuit is determined by the type of signaling arrangement requested. The CPs for a VG32 circuit are: If Signaling Then CP Signaling Description Arrangement is: USOC is: No Signaling PCWEX To connect Customer Provider Equipment (CPE) or facilities to a service suitable for voice or data transmission with no signaling equipment provided by Qwest. Available only in four-wire configurations. Data Stream PCWJX Transport Mileage (TM) /Transport Channels (TC) provides for the transmission of facilities between two or more serving wire centers. The TM/TC is separated into mileage bands with two rate elements for each band. The rate elements are: Fixed Per mile Appendix 1 General Service Order Charges State of Oregon Contract Number: 1195

75 Optional Features/Functions Resistive Bridging (Voice/Data) provides the capability to connect three or more customerdesignated premises. It is used for both two-wire and four-wire multipoint circuits. Split Frequency Bridging provides for a four-wire (master station) split frequency bridge and multiple two-wire (remote station) ports. It also provides multipoint voice-frequency data or tone signaling arrangements. The last function is a two way polling communication between the master station and each remote station. Transmission between remote stations is not available. The frequency band between the master station and the remote stations is separate from the frequency band between the remote stations and the master station. The customer designates these bands when ordering. Passive Bridging provides a two-wire (master station) common port and multiple tow-wire (remote station) ports. It is intended for data or tone signaling arrangements. It also allows two-way polling communication between the master station and each remote station, to a maximum of ten points. SERVICE PROVISIONING CHARGE USOC MRC NRC An Initial Service Provisioning Charge applies toward Initial SCH 0.00 $ the processing, engineering and design for work to be performed on a new or existing circuit. A Subsequent Service Provisioning Charge applies when at the same time as the initial request, the customer requests an additional circuit be installed. A Subsequent Service Provisioning Charge will also apply when at the same time as the initial request for work to be performed on an existing circuit. The additional circuit must be due the same day, for the same type of circuit, at the same location, with the same exact NC and NCI code combinations. Subsequent SCHAX The rate elements applicable to a VG32 circuit are: Network Access Channel (NAC) (The Initial Service Provisioning Charge applies per circuit.) Two Wire Rate Group 1 CNX Rate Group 2 CNX Rate Group 3 CNX Four Wire Rate Group 1 CNX Rate Group 2 CNX Rate Group 3 CNX Transport Mileage/Transport Channels in ID-N (Fixed and Per Mile) (Transport Mileage (TM)/Transport Channel (TC) provides for the transmission of facilities between two or more serving wire centers.) Over 0 to 8 miles Fixed Rate FQYX Over 0 to 8 miles Per Mile Rate 3LBXA Over 8 to 25 miles Fixed Rate FQYX Over 8 to 25 miles Per Mile Rate 3LBXB Over 25 to 50 miles Fixed Rate FQYX Over 25 to 50 miles Per Mile Rate 3LBXC Over 50 miles Fixed Rate FQYX Appendix 1 General Service Order Charges State of Oregon Contract Number: 1195

76 Over 50 miles Per Mile Rate 3LBXD Channel Performance (CP) (The Channel Performance (CP) defines the technical characteristics required to provide the desired level of transmission performance.) No Signaling PCWEX Ground Start Signaling PCWJX E&M Signaling PCWKX Reverse Battery Signaling PCW1X Optional Features/Functions Transfer Arrangement, per port Two Wire USY2X Four Wire USY4X Data Enhancement per NAC 3BE Rollover NR6RA Billable Administrative Charge ORC The NAC is rated based on the Rate Group of the local exchange containing the customer's serving wire center (SWC). Rates will vary depending on the Rate Group of the SWC for each customer location. There are three different rate groups. Rate Group 1, 2 or 3. Rate groups apply to each customer location, month to month billing, rate stabilized contracts and discount pricing contracts. Appendix 15 tables show the Rate Groups by Exchange Appendix 1 General Service Order Charges State of Oregon Contract Number: 1195

77 Voice Grade 36 VG36 circuits are provided: For analog voice grade service with basic data transmission parameters within the bandwidth of Hz. For two-point or multipoint service. Provisioned two-wire or four-wire. Available End-to-End. An End-to-End Application is generally intended for customers requiring an overall Private Line Transport, furnished by Qwest within a LATA, within the same state. The Rate Elements applicable to a VG36 circuit are: Network Access Channel (NAC) Channel Performance (CP) Transport Mileage/Transport Channels in ID-N (Fixed and Per Mile) Optional Features/Functions A Network Access Channel (NAC) provides for the communication path between the Point of Termination (POT) and the serving wire center (SWC). A NAC applies per termination. The NAC is rated based on the Rate Group of the local exchange containing the customer s serving wire center (SWC). The rate will vary depending on the Rate group of the SWC for each customer location. The three different rate groups are Rate Group 1,2 & 3. The Channel Performance (CP) defines the technical characteristics required to provide the desired level of transmission performance. A CP applies per NAC. The CP for a VG36 circuit is determined by the type of signaling arrangement requested. The CPs for a VG32 circuit are: If Signaling Arrangement Then CP Signaling Description is: USOC is: No Signaling PCWEX To connect Customer Provider Equipment (CPE) or facilities to a service suitable for voice or data transmission with no signaling equipment provided by Qwest. Available only in four-wire configurations. Data Stream PCWJX Transport Mileage (TM) /Transport Channels (TC) provides for the transmission of facilities between two or more serving wire centers. The TM/TC is separated into mileage bands with two rate elements for each band. The rate elements are: Fixed Per mile Appendix 1 General Service Order Charges State of Oregon Contract Number: 1195

78 Optional Features/Functions Resistive Bridging (Voice/Data) provides the capability to conect three or more customerdesignated premises. It is used for both two-wire and four-wire multipoint circuits. Split Frequency Bridging provides for a four-wire (master station) split frequency bridge and multiple two-wire (remote station) ports. It also provides multipoint voice-frequency data or tone signaling arrangements. The last function is a two way polling communication between the master station and each remote station. Transmission between remote stations is not available. The frequency band between the master station and the remote stations is separate from the frequency band between the remote stations and the master station. The customer designates these bands when ordering. Passive Bridging provides a two-wire (master station) common port and multiple tow-wire (remote station) ports. It is intended for data or tone signaling arrangements. It also allows two-way polling communication between the master station and each remote station, to a maximum of ten points. Pricing: SERVICE PROVISIONING CHARGE USOC MRC NRC An Initial Service Provisioning Charge applies Initial SCH $0.00 $ toward the processing, engineering and design for work to be performed on a new or existing circuit. A Subsequent Service Provisioning Charge applies when at the same time as the initial request, the customer requests an additional circuit be installed. A Subsequent Service Provisioning Charge will also apply when at the same time as the initial request for work to be performed on an existing circuit. The additional circuit must be due the same day, for the same type of circuit, as the same location, with the same exact NC and NCI code combinations. Subsequent SCHAX The rate elements applicable to a VG36 circuit are: Network Access Channel (NAC) USOC MRC NRC (The Initial Service Provisioning Charge applies per circuit.) Two Wire Rate Group 1 CNX12 $17.50 $0.00 Rate Group 2 CNX Rate Group 3 CNX Four Wire Rate Group 1 CNX Rate Group 2 CNX Rate Group 3 CNX Transport Mileage/Transport Channels in ID-N (Fixed and Per Mile) (Transport Mileage (TM)/Transport Channel (TC) provides for the transmission of facilities between two or more service wire centers.) Over 0 to 8 miles Fixed Rate FQYX Appendix 1 General Service Order Charges State of Oregon Contract Number: 1195

79 Over 0 to 8 miles Per Mile Rate 3LBXA Over 8 to 25 miles Fixed Rate FQYX Over 8 to 25 miles Per Mile Rate 3LBXB Over 25 to 50 miles Fixed Rate FQYX Over 25 to 50 miles Per Mile Rate 3LBXC Over 50 miles Fixed Rate FQYX Over 50 miles Per Mile Rate 3LBXD Channel Performance (CP) (The Channel Performance (CP) defines the technical characteristics required to provide the desired level of transmission performance.) No Signaling PCWEX Data Stream PCWLX Optional Features Resistive Bridging, per port Two Wire B5NA Four Wire B5NA Split Frequency Bridging, per port Two Wire B5NVB Four Wire B5NVC Passive Bridging, per port B5NVP Rollover NR6RA Billable Administrative Charge ORC Appendix 1 General Service Order Charges State of Oregon Contract Number: 1195

80 Primary Rate Service & Digital Switched Service (PRS&DSS) Primary Rate Service (PRS) provides a digital intralata, intrastate, switched local exchange telecommunications service transporting and distributing voice, data, image, or facsimile communications separately or simultaneously over the public switched local exchange network. PRS operates at megabits per second (Mbps). It is comprised of 23 B channels and one (1) D channel. Each B Channel transmits voice or data at 64 kilobits per second (Kbps). The D channel carries signaling information at 64 Kbps. Digital Switched Service (DSS) advanced trunks provides digital DS1 exchange telecommunications service facility and common equipment, linking DAS IRMD premises to Company's local exchange switching office. DSS advanced trunks service includes: 1) use of digital facility (transmission capacity at a maximum speed of megabits per second); 2) use of common equipment to interconnect with Company's local exchange switch and, 3) use of advanced flat usage trunks and DID trunk termination for access to the local exchange and toll networks. The following price elements apply: PRS Description * USOC MRC NRC PRS T-1 circuit provisioned on stand-alone Company T-1 facility, Z4D $ $ configuration and 23 or less trunks arranged at customer option. PRS T-1 circuit provisioned on Company provided DS3 facility Z4D $ $ purchased by customer under separate schedule with 23 or less trunks configured at customer option. Other Applicable Charges** Common Access Line Charge (CALC) per Trunk 9ZR $8.32 N/A DSS * Extended Area Service charges vary by service area. The charges are included in the monthly rate above. ** Common Access Line Charges vary by service area and will be added to the Service charges as specified in the Oregon Exchange Tariff. Description USOC MRC NRC DSS T-1 circuit provisioned on stand-alone Company T-1 facility, with 24 or less advanced trunks configured at customer option. DSS T-1 circuit provisioned on Company provided DS3 facility purchased by customer under separate schedule with 24 or less advanced trunks configured at customer option. 4D1DM $ $ DD1DO Other Applicable Tariff Charges*** Common Access Line Charge (CALC) per trunk 9ZR 8.32 N/A Appendix 1 General Service Order Charges State of Oregon Contract Number: 1195

81 Description Version: SOEN With Amendment 1 (signed 12/03/2002) * Extended Area Service charges vary by service area. The charges are included in the monthly rate above. ** Common Access Line Charges vary by service area and will be added to the Service charges as specified in the Oregon Exchange Tariff. Digital Switched Service is a digital service offering which is available on an IntraLATA basis only. It provides: Digital exchange service for PBX (Private Branch Exchange) customers. A digital transmission facility (DS1) at the speed of MBPS (Megabits Per Second) between the customer's premises and the Company's central office switch. Multiplexing of the DSS facility in Qwest s central office to accommodate up to a maximum of 24 Voice grade and/or 24 data channels into the central office switch. Flat usage trunks (i.e., basic - line side termination, and advanced - trunk side termination) for access to the local exchange and toll networks. Other service offerings which can ride DSS vacant channels. (Basic facilities only) Appendix 1 General Service Order Charges State of Oregon Contract Number: 1195

82 Centrex Prime Service Company Centrex Prime service is a switched business communications service furnishing connections between a central office-based switching system and the network interface that serves end user customer terminals. Prime includes standard and ISDN station lines, which may be provided using various technological designs. The arrangements of these station lines may vary for each end user customer depending on the number of connections to a location, the desired technology, available technology, and operating limitations. The Centrex Prime switching equipment is located within a Company Central Office. The processors of those central offices provide all switching functions for calling to the public switched network, intercom calling, and system and line features for Centrex Prime. Local network access options are offered in blocked configurations using Network Access Registers (NARs) sized to meet traffic demands, or non-blocked configurations providing 1 to 1 station line access to the local network. Prime offers access to foreign exchange facilities, wide area telecommunications services, tie lines, and interexchange carriers. The following standard features are included in the standard station line pricing. Standard Features Automatic Callback Call Forward Busy Call forward Don't Answer Call Forward Variable Call Hold Call Park (DMS-100 only) Call Pickup Call Transfer Call Waiting: Dial Originating Originating Terminating Cancel Call Waiting Caller ID Number Caller ID Name Call ID Delivery on Call Waiting CMS* Conference Call - 3 Way, 6 Way DID/DOD Distinctive Ringing/Distinctive Call Waiting Tone Directed Call Pickup-w/Barge-In, non/barge Executive Busy Override (DMS100 Only) Hunting - MLHG, Circular, Series Individual Line Billing Intercept Group Intercom (DMS100) Only Intrasystem Calling Last Number Redial (DMS100 Only) Make Set Busy (DMS100 Only) Message Waiting Service - Audible Network Speed Call (DMS100 Only) Night Service Outgoing Trunk Queuing SMDR* Speed Calling Terminal Group Station Restrictions Touch Tone Appendix 1 General Service Order Charges State of Oregon Contract Number: 1195

83 *Although a standard feature, selection of this feature carries additional Non-Recurring Charges. Centrex Prime Pricing Element Standard Lines (Blocked) MRC NRC 1-50 Lines per demarc per-line $22.65 (Note B) $50.00 (Note A) Lines per demarc per-line (Note C) (Note A) Lines per demarc per-line (Note D) (Note A) 300+ Lines per demarc per line 9.65 (Note E) (Note A) Note A NRC waived if new system Note B Uses staircase pricing per location, this is rate for first 50 lines. Note C Uses staircase pricing per location, this is rate for lines. Note D Uses staircase pricing per location, this is rate for lines. Note E No staircase pricing, Rate applies to all lines at location with more than 300 lines. Standard Lines (non-blocked) ISDN Lines 2B+S add to above standard pricing per line $16.00 None 2B+D add to above standard pricing per line None Common Block (per block) Non-Contract Associated Network Elements MRC* NRC (per register or station line) Network Access Register (2 way) $18.36 $31.00 Network Access Register (1 way in) Network Access Register (1 way out) Extended Area Service 4.30 None Federal Universal Services Fund 0.04 None Federal Charge for Service Provider Number 0.43 None Common Access Loop Charge 8.92 None * These are the charges as of November 18, 2002, however, these charges are subject to change per the Oregon Exchange Tariff. Optional Features {PRIVATE} FEATURE NAME USOC MO RATE NRC Account Codes -per system AZ8PS $30.00 $75.00 Additional Secondary Directory Number (ISDN) AQ6PN Additional X.25 Features (ISDN) per B or D channel -Closed User Group GXM Appendix 1 General Service Order Charges State of Oregon Contract Number: 1195

84 {PRIVATE} FEATURE NAME USOC MO RATE NRC -Incoming Calls Barred GXJ Additional Logical Channel NW9AL Outgoing Calls Barred GXN Permanent Virtual Circuit GXP Reverse Charge Acceptance GXT Reverse Charge Option GXQ Analog Call Appearance (EBS) MAZ Attendant Access Line Service DZR Authorization Codes -per system AFYPS per line (5ESS provisioning only) AFY Subsequent Additions per 50 #s REAJQ Automatic Route Selection (ARS) -Common Equipment/Group (1) F5GPG Change/Rearrange Pattern/Route(2) READO per change per ARS pattern (3) ATBPZ Facility Restriction Level (4) FRKPS Time of Day Control per system ATBPS change schedule per occurrence RCHAS Expensive Route Tone per system AQWPS B Channel Packet (ISDN) LTQ3X ICB ICB Call Exclusion - Auto (ISDN) NXB Call Forward Busy/Don t Answer Customer Programmable Svc Estab SEPFA per tel # FSW Call Forward Via Private Facilities Common Equipment PF3PS Per Tel # (5) PFY CLASS FEATURES Continuous Redial per tel # NSS $2.00 $10.00 Call Trace per tel # (6) (6) (6) Last Call Return per tel # NSQ Priority Call per tel # NSK Selective Call Forwarding NCE Selective Call Rejection NSY Appendix 1 General Service Order Charges State of Oregon Contract Number: 1195

85 {PRIVATE} FEATURE NAME USOC MO RATE NRC Centrex Management System (CMS) -System Estab initial install MB5XX Subsequent Install CPVWO Optional CMS Features -Custom Reports RCVXX ICB ICB -Priority Service GREPX System Partitioning PD8XX Packet Control/System PTGPS Digital Facility Interface (DFI)(7) -Common equipment (8) D1E1X Circuit Connections -Prime to Prime/Circuit End (8) M5P Prime to PBX/Key per circuit -Blocked M Non-blocked EJ Prime DID/Number (9, 10) CNY Prime to IXC per circuit M Direct Inward System Access (DISA) -Per code 3DQ Per code changed READA ELECTRONIC BUSINESS SET SERVICE (EBS)(11) -EBS Interface/Line (12) PP Primary Appearance Software # SO Subseq Apprnc Software # SO Single Apprnc Software # SFB Adjunct Module (13) C2TAX Standard Deluxe Feature Pkg -Call Forward Key EATPK Inspect Key NP6PK Executive Message Waiting MGK $0.00 $8.00 -Group Intercom GCN MOH EBS set (14) MHHPK Orig/Term Line Select SLB Optional Features Appendix 1 General Service Order Charges State of Oregon Contract Number: 1195

86 {PRIVATE} FEATURE NAME USOC MO RATE NRC -DSS/BLF/Arrangement BUD Station Camp on/establish SEPFB Station Camp on per line CPK Message Center per line MFR Hot Line per line HLN Loudspeaker Paging ICB ICB ICB Message Waiting Visual (11, 15) MLN ICB ICB MISC FACILITY ARRANGEMENTS (16) Voice Grade Circuit, each -Per group FACPG Each Facility FAC FX/FCO Circuit -Per trunk group FANPG Each Facility FAN WATS (Outgoing) -Per trunk group FAO Service Each (17) FA Music on Hold -DMS100 System (11, 18) MHHPS ESS - System (4, 18) MOHPS Pr line (provisioning only) MOH Non-standard Config Group (4) N3CPG Station Message Detail Recording (SMDR) Svc Estab Initial/Group -SMDR-P SEPSP SMDR-RAO SEPSR Change Charge Per Request -SMDR-P REAJW SMDR-RAO REAJX Retransmission Archived Detail (4) -SMDR-P per request REH1X Non-standard provision of SMDR per station S6N ICB ICB Trunk Verification from Designated Station per station (11) BVS $5.00 $ Uniform Call Distribution (UCD) Hunt Grp w/que & Delay Annc (18,20) Appendix 1 General Service Order Charges State of Oregon Contract Number: 1195

87 {PRIVATE} FEATURE NAME USOC MO RATE NRC -Per Group MHMPG Per Tel # MHM Additional Delay RKNXX Make Busy Arrangement pr grp (19,20) -Per Group A9AEX Per Line MB Call Waiting Indication per group (21) WUT UCD w/o Que & Delay Annc -Per Group AHBPG Per Tel # AHBPN UCD for Circuit Switched Data ISDN per station NZT MISCELLANEOUS NONRECURRING CHARGES Add/Change/Rearrange hunt per station line REAKA Change Line Feature per line NRC Change from/to Blocked or Non-blocked per station line NR9CH Customer Initiated Changes customer group per change REAJO Terminating telephone numbers from outside the common block per group of station lines REAJP Conversion charge to Centrex Prime per line NR9CE Separate Department Bill Per bill produced RCEDB Add/Change Standard ISDN Feature on existing station per station line REAJN Add/Change Standard Analog Feature on existing station per line REAFM Each WATS Band is treated as a separate route 2. Where a toll restricted station line accesses a pattern whose final route is MTS, overflow to MTS will not occur 3. Applicable when a change is required to a pattern route sequence or the pattern assigned to an area code or a prefix 4. Available only from a 5ESS central office 5. Non-Recurring Charge applies for subsequent installation only 6. Refer to Oregon Exchange Tariff for usage charges 7. Non-Recurring Charges apply to initial and subsequent activity 8. For Centrex Prime to Centrex Prime connections, two DFIs will be required, one at each end 9. Applies to M62 and EJ9 10. Customers subscribing to Prime DID/Number must have a minimum of 100 station lines in the Centrex Prime system 11. Available only from a DMS-100 central office Appendix 1 General Service Order Charges State of Oregon Contract Number: 1195

88 12. Includes electronic set service standard features 13. In addition, rates and charges specified above for primary directory number appearances and software number appearances apply 14. Requires optional service feature music on hold 15. Where a Centrex Prime basic station line is extended as a voice grade circuit to another switching system, the rates and charges specified for a Centrex Prime station line apply in addition to the rates and charges specified for a voice grade termination arrangement. 16. If an incoming 800 service call is transferred outside the system, transmission performance is not guaranteed 17. Requires a voice grade circuit, to customer s music source as found in the Private Line Transport Services Catalog 18. A low speed data channel from the Private Line Transport Services Catalog and special set with a make busy key is required 19. The arrangement is only available from a 5ESS and 1AESS central office 20. In addition, a low speed data channel from the access services catalog applies. Limit of three unique timing states per UCD system Appendix 1 General Service Order Charges State of Oregon Contract Number: 1195

89 The pricing elements for Centrex Prime PRI to Centrex Prime Internetworking and PS/ALI are added to Appendix 1, Service Descriptions & Pricing, General Service Order Charges, Centrex Prime Service as follows: USO MONTHLY RECURRING RATE NON- RECRURRING RATE ZPTJ3 $ $ ZPTL3 $ $ ZPTK3 $ $ DECRIPTION CTX PRIME PRI TO CTX INTERNETWORKING CTX PRIME PRI TO CTX INTERNETWORKING CTX PRIME PRI TO CTX INTERNETWORKING CTX PRIME PRI TO CTX INTERNETWORKING ZPTBX $47.00 $1, DW $65.58 $ PS ALI SZ61X $34.21 $ PS ALI PS/ALI CAMA trunks Network Access Channel XCD2D $8.79 None 2-wire, per channel XCD4D $17.57 None 4-wire, per channel Channel Performance CE92X $5.60 $77.83 VG33, Reverse Battery Signaling CE94X $22.39 $ VG33, E&M Signaling Transport Mileage, per mileage band XU9D3 $18.50 $65.56 Over 0 (zero) to 8 miles - Fixed XE9DC $0.09 None Over 0 (zero) to 8 miles - Per mile XU9D4 $18.84 $65.56 Over 8 to 25 miles - Fixed XE9DD $0.12 None Over 8 to 25 miles - Per mile XU9D5 $18.72 $65.56 Over 25 to 50 miles - Fixed XE9DE $0.08 None Over 25 to 50 miles - Per mile XU9D6 $20.12 $65.56 Over 50 miles - Fixed XE9DF $0.10 None Over 50 miles - Per mile Appendix 1 General Service Order Charges State of Oregon Contract Number: 1195

90 ATM Service Description ATM Service is a connection-oriented communications service that uses Asynchronous Transfer Mode (ATM) technology. The service provides customers with high-speed, low-delay information transfer capacity, which supports applications that require near-real-time mixed media (data, video, image, voice) communications among multiple locations. ATM Service supports transmission speeds of Mbps, 45 Mbps, 155 Mbps and 622 Mbps. ATM Service offers Inverse Multiplexing over ATM (IMA). This allows a bandwidth option between DS1 (1.544 Mbps) and DS3 (45 Mbps) levels. IMA utilizes 2 to 8 DS1s and bundles them together to create a solid bandwidth increment of 3 Mbps, 4.6 Mbps, 6.1 Mbps, 7.7 Mbps, 9.2 Mbps, 10.7 Mbps or 12.3 Mbps. IMA is available over the following Service Classes Constant Bit Rate (CBR), Variable Bit Rate non-real time (VBR-nrt) and Unspecified Bit Rate (UBR). ATM Service requires the use of customer terminal equipment that functions as a multiplexer/router/hub or ATM switch. This terminal equipment must be purchased separately from the ATM Service and must conform to industry standards. The terminal equipment accumulates customer traffic and puts it into a an ATM format suitable for transmission over the ATM Service Network. Interworking PVC (IPVC) is an available option that creates a connection between the ATM and Frame Relay Networks. Frame Relay to ATM interworking allows customers to complement the high-bandwidth transport capabilities of ATM with Frame Relay in order to provide a seamless transition to a single or multi-service network. ATM Service conforms to industry standards and is only provided over fiber optic facilities or other compatible private line facilities, such as Synchronous Service Transport (SST), DS3 Service or DS1 Service. Technical Specifications for ATM Service are delineated in Qwest Corporation Technical Publication PUB Service Elements 1. Network Interface The network interface is the point at which a customer's data transmissions first enter the network supporting ATM Service. It is the point of interconnection between Company communication facilities and customer terminal equipment. 2. ATM Access Links a. DS1 Access Link Appendix 1 General Service Order Charges State of Oregon Contract Number: 1195

91 An ATM DS1 Access Link provides DS1 physical access to the ATM Service Network, connecting customer facilities at the User-Network Interface (UNI) over DS1 Private Line Transport facilities. The transport facilities transfer information through the network over logical connections at speeds selected by the customer. b. IMA Access Link An IMA Access Link utilizes 2 to 8 DS1s bundled for physical access to the ATM Service Network, connecting customer facilities at the User-Network Interface (UNI) over DS1 Private Line Transport facilities. The transport facilities transfer information through the network over logical connections at speeds selected by the customer. c. Optical Access Link (OAL) An ATM Service Optical Access Link provides access to the ATM Service Network, connecting customer facilities at the network interface with a corresponding ATM Service Cell Transfer element. An ATM Service Optical Access Link is only available at ATM Service Points. An ATM Service Optical Access Link may be optioned with 45 or 155 Mbps OAL Protection. d. Stand-Alone Optical Access Link (SAOAL) An ATM Service Stand-Alone Optical Access Link connects customer facilities to ATM networks provided by service providers other than the Company. Private line transport mileage and/or a Central Office Connecting Channel (COCC) may be required in conjunction with a SAOAL in order to connect the customer's serving wire center, or node, with the serving wire center, or node of another ATM Service provider. A SAOAL may be optioned with 45 or 155 Mbps OAL Protection. 3. ATM and IMA Ports ATM and IMA ports are the physical entry points into the ATM Service Network for Optical Access Links or other compatible private line facilities, such as Synchronous Service Transport (SST), DS3 Service or DS1 Service. They are the originating and terminating points for Virtual Path Connections and Virtual Channel Connections. Ports include the electronic equipment used in connecting these service elements to the ATM Service Network. They enable customers to allocate bandwidth to applications at customerdesignated transmission speeds of up to Mbps, 3 Mbps, 4.6 Mbps, 6.1 Mbps, 7.7 Mbps, 9.2 Mbps, 10.7 Mbps, 12.3 Mbps, 45 Mbps, 155 Mbps or 622 Mbps. The customer may also utilize a Mbps QWEST DSL HOST Port in lieu of a Mbps ATM Service Port. Customers will be able to allocate ATM bandwidth to applications at customer-designated transmission speed of Mbps for their QWEST DSL HOST Port. 4. Service Points Service Points are geographic locations designated by the Company where the ATM Service Network can be accessed Appendix 1 General Service Order Charges State of Oregon Contract Number: 1195

92 5. Logical Connections ATM Service logical connections function as bi-directional Permanent Virtual Connections (PVCs). ATM Service supports a point-to-point logical connection configuration between two ports. Logical Connections (PVCs) may be any of five Service Classes: Constant Bit Rate (CBR), Variable Bit Rate real time (VBR-rt) and Variable Bit Rate non-real time (VBR-nrt), Available Bit Rate (ABR) or Unspecified Bit Rate (UBR). a. Virtual Channel Connections (VCC) A VCC is a logical connection from one ATM Service Port to another ATM Service Port within the ATM Network. VCCs are available with all Service Classes at selected Cell Transfer speed(s) depending on the customer's networking requirements which include appropriate overheads. b. Virtual Path Connections (VPC) A VPC is a collection of VCCs routed together as one unit, for which the customer has the ability to manage the speeds of the individual VCCs within the customer-designated Cell Transfer element. VPCs are available as Constant Bit Rate (CBR) at customer-selected Cell Transfer speed(s), depending on the customer's networking requirements, which include appropriate overheads. c. Logical connections are available at base speeds (64 kbps, 75 kbps, 1 Mbps or Mbps) determined by the speed of the ATM and IMA Ports and the Service Classes selected (1.544 Mbps, 3 Mbps, 4.6 Mbps, 6.1 Mbps, 7.7 Mbps, 9.2 Mbps, 10.7 Mbps, 12.3 Mbps, 45 Mbps, 155 Mbps or 622 Mbps). The customer selects a base speed for each VCC or VPC they purchase which includes appropriate overheads. The bandwidth for each VCC or VPC is determined by multiplying the base speed by the number of increments of the base speed selected by the customer, 64 kbps is available up to Mbps only. Technical Specifications for ATM Service are delineated in Qwest Corporation Technical Publication PUB Logical connections are available at the following incremental base speeds: CELL TRANSFER RATES OF SPEED: Constant Bit Rate (CBR) - 64 kbps - 75 kbps - 1 Mbps Mbps Variable Bit Rate real time (VBR-rt), Variable Bit Rate non-real time (VBRnrt), and Available Bit Rate (ABR) and Unspecified Bit Rate (UBR) - 64 kbps - 1 Mbps Appendix 1 General Service Order Charges State of Oregon Contract Number: 1195

93 6. Service Classes ATM Service logical connections are provided as Constant Bit Rate (CBR), Variable Bit Rate real time (VBR-rt), Variable Bit Rate non-real time (VBR-nrt), Available Bit Rate (ABR) or Unspecified Bit Rate (UBR). Available Service Classes Constant Bit Rate (CBR) CBR supports VCCs and VPCs carrying a constant flow of information (Constant Bit Rate traffic). The Peak Cell Rate is the customer-selected upper limit for cell traffic on a logical connection, which includes appropriate overheads. When cells exceed the Peak Cell Rate for CBR logical connections, the cells are discarded upon entry into the ATM Service Network. The Peak Cell Rate of a CBR logical connection must be less than the speed of the associated port. Variable Bit Rate real time (VBR-rt) Supports bursty data traffic, with average and peak traffic parameters (e.g. voice and video applications). The VBR-rt is described by values representing a Sustained Cell Rate (SCR) and Peak Cell Rate (PCR). The SCR is the maximum average cell transmission rate on a given VCC. It allows the network to allocate sufficient network resources to guarantee network performance objectives. The SCR applies only to VBR traffic. The PCR is the maximum cell transmission rate (cells per second) per VCC. Maximum Burst Size (MBS) is used to define the maximum number of cells that can be sent at the PCR on an SCR connection at one time. Variable Bit Rate non real time (VBR-nrt) Supports bursty data traffic, with average and peak traffic parameters, which is transported immediately (e.g. LAN and video applications). The VBR-rt is described by values representing a Sustained Cell Rate (SCR) and Peak Cell Rate (PCR). The SCR is the maximum average cell transmission rate on a given VCC. It allows the network to allocate sufficient network resources to guarantee network performance objectives. The SCR applies only to VBR traffic. The PCR is the maximum cell transmission rate (cells per second) per VCC. Maximum Burst Size (MBS) is used to define the maximum number of cells that can be sent at the PCR on an SCR connection at one time. The Maximum Burst Size (MBS) is the maximum number of cells that can be sent at the peak cell rate on a Variable Bit Rate real time (VBR-rt) or Variable Bit Rate non real time (VBR-nrt) connection at one time. Sending a burst at MBS will require the connection to reduce its data rate below the sustained cell rate for a fixed period of time before the next burst can be sent. The maximum burst size levels available are: Cells Cells Appendix 1 General Service Order Charges State of Oregon Contract Number: 1195

94 The 100 cell burst size will be assigned unless the customer requests 200 cell burst. Available Bit Rate (ABR) ATM layer transfer characteristics provided by the network may change subsequent to connection establishment, suitable for bursty data applications. A Minimum Cell Rate (MCR) and PCR will be applied to facilitate the bandwidth management based on a feedback mechanism. Unspecified Bit Rate (UBR) UBR is a best-effort service designed to support a connection carrying information at variable rates, over VCCs. The UBR Service does not provide traffic related service guarantees, specifically, per-connection bandwidth, cell loss, cell transfer delay and cell delay variation. The peak cell rate, which includes appropriate overheads, is the customer-selected, upper limit of cell traffic on a logical connection. The peak cell rate specifies the highest cell rate that will be allowed on a connection, but not guaranteed. When cells exceed the peak cell rate for UBR logical connections, the cells are discarded upon entry into the ATM Network. The peak cell rate of a UBR logical connection may equal, but not exceed, the speed of the associated port. 7. Cell Transfer The Cell Transfer service element transfers information between Network Interfaces connected to the ATM Service network at speed(s) selected by the customer for VCCs or VPCs. The customer must designate whether the Cell Transfer for each logical connection is CBR, VBR-rt, VBR-nrt, ABR or UBR. The total speed of Cell Transfer elements on a customer's ATM Service configuration may not exceed the associated Cell Transfer port speed (1.544 Mbps, 45 Mbps, 155 Mbps or 622 Mbps). 8. Central Office Connecting Channel (COCC) A COCC provides the ongoing interconnection from the multiplexer or other Company facility port to an ATM Service port when a customer accesses ATM Service via a QWEST DSL HOST Port or a private line transport facility which requires multiplexing to be compatible with ATM Service transmission speeds or requires port-to-port connectivity. A COCC may be used to connect a Stand-Alone Optical Access Link to a private line transport facility. The COCC provides connectivity up to Mbps, or up to 45 Mbps, or up to 155 Mbps or up to 622 Mbps or 155 Mbps OAL Protection Option 45 or 155 Mbps OAL Protection provides added reliability to ATM Service transported over fiber optic facilities. This feature provides a separate facility path within the same conduit, cable, sheath, etc. for the protection system between the Serving Wire Center and the network interface. The 45 or 155 Mbps OAL Protection does not provide for diverse facilities into the building. A customer may request that the facilities used to provide ATM Appendix 1 General Service Order Charges State of Oregon Contract Number: 1195

95 Service be specially routed. The regulations, rates and charges for Special Facilities Routing (i.e., Diversity) are as set forth in Section 11, following. This added protection is provided by ensuring that backup electronics and two logically separate facility paths are used in the provisioning of the service. One primary (or working) service path is established between the Serving Wire Center and the customer designated premises. In addition, a protect path is provisioned between the customer designated premises and the Serving Wire Center. In the event that the working facility or electronics fail, or the service performance becomes impaired, i.e., the bit error rate degenerates to less than or equal to 10 to the minus 6, the facility automatically switches to the service protect path in order to maintain a near continuous flow of information between locations. The offering of 45 or 155 Mbps OAL Protection contemplates the use of existing facilities. Pricing Price Element USOC MRC NCR DS1 Access Link (Per Link) Mpbs N7A14 $ $ IMA Access Link (Per Link) (3 Mbps) N7A , (4.6 Mbps)) N7A (6.1 Mbps) N7A , (7.7 Mbps) N7A , (9.2 Mbps) N7A (10.7 Mbps) N7A , (12.3 Mbps) N7A , Optical Access Link (Per Link) (45 Mbps) N7AX , (155 Mbps) N7AX4 1, , (622 Mbps) N7AX4 2, , (45 Mbps W/Protection) N7AR4 1, , (155 Mbps W/ Protection) N7AR4 2, , Stand-Alone Optical Access Link (per Link) (45 Mbps) N1AX , (155 Mbps) N1AX4 1, , (45 Mbps W/ Protection) N1AR4 1, , (155 Mbps W/Protection) N1AR4 2, , ATM Ports (per Port) (1.544 Mbps) C3TX (45 Mbps) C3TX (155 Mbps) C3TX (622 Mbps) C3TX4 2, IMA Ports (per Port) (3 Mbps) UUTA Appendix 1 General Service Order Charges State of Oregon Contract Number: 1195

96 Price Element USOC MRC NCR (4.6 Mbps) UUTB (6.1 Mbps) UUTC (7.7 Mbps) UUTD4 1, , (9.2 Mbps) UUTE4 1, , (10.7 Mbps) UUTF4 1, , (12.3 Mbps) UUTG4 1, , Cell Transfer Per VCC NHCA NC Per VPC NHCNB NC Constant Bit Rate (CBR) Per 64K of incremental of total bandwidth CTNS NC Per 75K of incremental of total bandwidth CTNW NC Per 1 Mbps of incremental of total bandwidth CTNU NC Per Mbps of incremental of total bandwidth CTNY NC Variable Bit Rate - real-time (VBR-rt) Per 64K of incremental of total bandwidth CTNL NC Per 1 Mbps of incremental of total bandwidth CTNM NC Variable Bit Rate - non-real-time (VBR-nrt) Per 64K of incremental of total bandwidth CTNR NC Per 1 Mbps of incremental of total bandwidth CTNV NC Cell Bursting for VBR-rt & VBR-nrt Per 100 Cells AS3M1 NC NC Per 200 Cells CTS NC Per subsequent order for VCC or VPC NR9AZ NC Available Bit Rate Per 64 kbps of increment of total bandwidth CTN NC Per 1 Mbps of increment of total bandwidth CTNP NC Unspecified Bit Rate Per 64 kbps of increment of total bandwidth CTUE NC Per 1 Mbps of increment of total bandwidth CTUC NC Central Office Connecting Channel (COCC) UP Mbps (Per Channel) (Includes IMA) CFN Up to 45, 155 or 622 Mbps CFN Appendix 1 General Service Order Charges State of Oregon Contract Number: 1195

97 Tariff Frame Relay Version: SOEN With Amendment 1 (signed 12/03/2002) Employing digital technology, Frame Relay Service (FRS) provides high-speed access and throughput to and among Local Area Networks, as well as computers. Utilizing statistical multiplexing, FRS enables users to allocate circuit bandwidth to applications as needed, up to the maximum bandwidth purchased, rather than assigning fixed channels to specific applications. FRS supports transmission speeds up to Mbps. These rates are specifically for local government using a public packet network, rather than the SOEN private packet network. DESCRIPTION USOC MONTHLY NRC Access Link 56 Kbps or 64Kbps L7AX4 $65.00 $ Stand Alone Access Link 56 Kbps or 64 Kbps NNLX Access Link Mbps L7AX Stand Alone Access Link Mbps NNLX User to Network Interface Transfer (UNIT) 56 Kbps or 64 Kbps 1 PVC 17TA NA 2 PVC 17TB NA 3 PVC 17TC NA 4 PVC 17TD NA 5 PVC 17TE NA 6 to 14 per PVC 17TG (Note 1) NA 15 to 24, per PVC 17TH (Note 2) NA EA. Addl. Over 24 17TJ (Note 3) NA UNIT 112 Kbps or 128 Kbps 1 PVC 17TA NA 2 PVC 17TB NA 3 PVC 17TC NA 4 PVC 17TD NA 5 PVC 17TE NA 6 to 14 per PVC 17TG (Note 1) NA 15 to 24, per PVC 17TH (Note 2) NA EA. Addl. Over 24 17TJ (Note 3) NA UNIT 224 Kbps or 256 Kbps 1 PVC 17TA NA 2 PVC 17TB NA 3 PVC 17TC NA 4 PVC 17TD NA 5 PVC 17TE NA 6 to 14 per PVC 17TG (Note 1) NA 15 to 24, per PVC 17TH (Note 2) NA EA. Addl. Over 24 17TJ (Note 3) NA UNIT 336 Kbps or 384 Kbps 1 PVC 17TA NA 2 PVC 17TB NA 3 PVC 17TC NA 4 PVC 17TD NA 5 PVC 17TE NA 6 to 14 per PVC 17TG (Note 1) NA 15 to 24, per PVC 17TH (Note 2) NA Appendix 1 General Service Order Charges State of Oregon Contract Number: 1195

98 DESCRIPTION USOC MONTHLY NRC EA. Addl. Over 24 17TJ (Note 3) NA UNIT 448 Kbps or 512 Kbps 1 PVC 17TA NA 2 PVC 17TB NA 3 PVC 17TC NA 4 PVC 17TD NA 5 PVC 17TE NA 6 to 14 per PVC 17TG (Note 1) NA 15 to 24, per PVC 17TH (Note 2) NA EA. Addl. Over 24 17TJ (Note 3) NA UNIT 672 Kbps or 768 Kbps 1 PVC 17TA NA 2 PVC 17TB NA 3 PVC 17TC NA 4 PVC 17TD NA 5 PVC 17TE NA 6 to 14 per PVC 17TG (Note 1) NA 15 to 24, per PVC 17TH (Note 2) NA EA. Addl. Over 24 17TJ (Note 3) NA UNIT Mbps 1 PVC 17TA NA 2 PVC 17TB NA 3 PVC 17TC NA 4 PVC 17TD NA 5 PVC 17TE NA 6 to 14 per PVC 17TG (Note 1) NA 15 to 24, per PVC 17TH (Note 2) NA EA. Addl. Over 24 17TJ (Note 3) NA Network to Network Info. Transfer (NNIT) 56 Kbps or 64 Kbps 1 PVC 17TA NA 2 PVC 17TB NA 3 PVC 17TC NA 4 PVC 17TD NA 5 PVC 17TE NA 6 to 14 per PVC 17TG (Note 1) NA 15 to 24, per PVC 17 TH (Note 2) NA EA. Addl. Over 24 17TJ (Note 3) NA NNIT 112 Kbps or 128 Kbps 1 PVC 17TA NA 2 PVC 17TB NA 3 PVC 17TC NA 4 PVC 17TD NA 5 PVC 17TE NA 6 to 14 per PVC 17TG (Note 1) NA 15 to 24, per PVC 17TH (Note 2) NA EA. Addl. Over 24 17TJ (Note 3) NA NNIT 224 Kbps or 256 Kbps 1 PVC 17TA NA 2 PVC 17TB NA 3 PVC 17TC NA Appendix 1 General Service Order Charges State of Oregon Contract Number: 1195

99 DESCRIPTION USOC MONTHLY NRC 4 PVC 17TD NA 5 PVC 17TE NA 6 to 14 per PVC 17TG (Note 1) NA 15 to 24, per PVC 17 TH (Note 2) NA EA. Addl. Over 24 17TJ (Note 3) NA NNIT 336 Kbps or 384 Kbps 1 PVC 17TA NA 2 PVC 17TB NA 3 PVC 17TC NA 4 PVC 17TD NA 5 PVC 17TE NA 6 to 14 per PVC 17TG (Note 1) NA 15 to 24, per PVC 17 TH (Note 2) NA EA. Addl. Over 24 17TJ (Note 3) NA NNIT 448 Kbps or 512 Kbps 1 PVC 17TA NA 2 PVC 17TB NA 3 PVC 17TC NA 4 PVC 17TD NA 5 PVC 17TE NA 6 to 14 per PVC 17TG (Note 1) NA 15 to 24, per PVC 17 TH (Note 2) NA EA. Addl. Over 24 17TJ (Note 3) NA NNIT 672 Kpbs or 768 Kbps 1 PVC 17TA NA 2 PVC 17TB NA 3 PVC 17TC NA 4 PVC 17TD NA 5 PVC 17TE NA 6 to 14 per PVC 17TG (Note 1) NA 15 to 24, per PVC 17TH (Note 2) NA EA. Addl. Over 24 17TJ (Note 3) NA NNIT Mbps 1 PVC 17TA NA 2 PVC 17TB NA 3 PVC 17TC NA 4 PVC 17TD NA 5 PVC 17TE NA 6 to 14 per PVC 17TG (Note 1) NA 15 to 24, per PVC 17TH (Note 2) NA EA. Addl. Over 24 17TJ (Note 3) NA COCC CU5VR Usage Information Reports (UIR) Per Frame Relay Svc Individual UIRER Cust. Network Mgmt. (CNM) NM6X Multicast Feature 1 st Dedicated PVC, per port L8GMX Ea. Addl. Dedicated PVC, per port L8GNX USOC Rates Priority PVC 56 /64 Kbps Unit PV7X Appendix 1 General Service Order Charges State of Oregon Contract Number: 1195

100 DESCRIPTION USOC MONTHLY NRC 112/128 Kbps Unit PV7X /256 Kbps Unit PV7X /384 Kbps PV7X /512 Kbps Unit PV7X /768 Kbps Unit PV7X Priority PVC Mbps Unit PV7X Notes: (1) Add this rate, per PVC up to 14, to the rate for 5 PVCs. (2) Add this rate, per PVC up to 24, to the rate for 14 PVCs. (3) Add this rate to the rate for 24 PVCs for each additional PVC up to the maximum number of PVCs per port. Nonrecurring Charge, Per PVC: For the first PVC installed $250.00; USOC NRBF1 for each additional PVC installed, $20.00; USOC NRVF2. Subsequent Order Charge: A $75.00 Subsequent Order Charge applies per service order to add/change a PVC or CIR after the initial install: USOC NRBFO Appendix 1 General Service Order Charges State of Oregon Contract Number: 1195

101 SST Qwest Synchronous Service Transport (SST). SST is a point-to-point high capacity Private Line Service that provides synchronous transmission at speeds of OC03 at Mbps, OC12 at Mbps, OC24 at Gbps, OC48 at Gbps, and OC192 at Gbps. SST is: physically intralata between two customer locations between a customer location and a QWEST central office a CO Node and associated Remote Central Office Node or between two Remote Central Office Nodes located in Company Hubs Alternate Route Protection SST provides protect path diversity, where available, on the loop and Inter-Office Facility. The protect path diversity provides a standby protect fiber path that is routed over facilities separated from the normal path by a minimum of 25 feet. Special construction charges may be applicable to build the Alternate Route Protection. Types of Systems There are five types of system level bandwidth a customer may purchase. The bandwidths are: OC03 at Mbps (Megabits per second) OC12 at Mbps OC24 at Gbps (Gigabits per second) OC48 at Gbps OC192 at Gbps Interfaces There are four type of customer Interfaces available. They are: A DS1 (1.544 Mbps) electrical port interface A DS3 ( Mbps) electrical port interface An OC03 ( Mbps) optical port interface An OC-12 ( Mbps) optical port interface DS1, DS3, OC03 and OC12 Interfaces are offered by optical system level bandwidth. Each system level is capable of deriving a specific number of interfaces. Currently there are four system levels available for the OC03 and OC-12 Interfaces Appendix 1 General Service Order Charges State of Oregon Contract Number: 1195

102 OC03 Bandwidth OC12 Bandwidth OC24 Bandwidth OC48 Bandwidth OC192 Bandwidth DS1 Interface Yes Yes No No No DS3 Interface Yes Yes Yes Yes Yes OC03 Interface Yes## Yes Yes Yes ** Yes OC12 Interface No Yes## Yes ** Yes ** Yes OC48 Interface No No No Yes Yes ## = Customer can order total bandwidth. ** = Depend upon adequate network infrastructure, equipment and Facilities For example, there are 16 available OC03 Interfaces with a 2.48 Gbps optical system level bandwidth. Example: Mbps per OC03 Interface X16 Number of OC03 interfaces Total size of a 2.48 Gbps Benefits Benefits to a Synchronous Service Transport include: Wideband data transmission. The optical interfaces give the customer Mbps or Mbps of data transmission as well as ample overhead bits for monitoring the circuits. The electrical interfaces give the customer Mbps or Mbps of bandwidth utilizing standard equipment. Enhanced Reliability % availability rate; one error in one billion bits (10 to the 9th); Qwest controlled performance monitoring and alarm surveillance on a 24-hour basis. Technology - The OC03 and OC12 are the cutting edge of the latest technology. They are the future of high speed data transmission. Cost Effectiveness - Customer savings due to added reliability and extremely limited downtime. Service Components The service components that apply to Synchronous Service Transport are: Remote Node (On the System Bandwidth) Remote Port (On the Interface) Central Office Node (On the System Bandwidth) Remote Central Office Node (On the System Bandwidth) Central Office Port (On the Interface) Appendix 1 General Service Order Charges State of Oregon Contract Number: 1195

103 Channel Transport (On the System Bandwidth) Central Office Connecting Channel (On the Interface) Note: You cannot connect two bandwidths together. You can only connect interfaces Port to Port Connecting Arrangement SST CO Multiplexing options SST SHARP Configurations Central Office Node The Central Office Node provides for equipment located in a Qwest central office and the necessary fiber optic facilities to the customer's premises which are terminated on a Qwest fiber distribution panel A Central Office Node charge applies for each customer premise. If there are two customer premises then two Central Office Nodes apply (a point to point SST). If there is one customer premise then one Central Office Node applies (an end user to central office). If the customer premises to central office configuration goes between central offices, then a Central Office Node applies in the customer's local wire center and a Remote Central Office Node applies in the distant wire center. Remote Central Office Node The Remote Central Office Node provides for multiplexing equipment that is located in a Qwest central office which is NOT the customer's serving wire center. Applicable transport channel mileage will apply for the mileage between the Remote CO Node and the CO Node or between two RCO Nodes located in different Company Hubs.. The Remote CO Node may only be ordered in conjunction with a CO Node or with a second RCO Nodes. Central Office Port The Central Office Port provides for the DS1, DS3, OC03 or OC12 interfaces that must take place at each CO Node or Remote CO Node or applicable RCO Ports from one RCO Node to a different RCO Node that resides on the SST. The quantity of ports is determined based on the number of interfaces ordered by the customer. The Central Office Port, also, applies when a SST based DS1, DS3, OC03 or OC12 service connects to other Qwest services (off the SST network). Connection of Qwest services to SST will only be made in a Qwest central office Appendix 1 General Service Order Charges State of Oregon Contract Number: 1195

104 Remote Node The Remote Node provides for the equipment necessary to deliver bandwidth capacity and/or applicable CO Ports from the CO Node to the customer premises. Remote Port The Remote Port provides for the equipment necessary to deliver the customer selected signal, either a DS1, DS3, OC03 or OC12 interface, at the SST Remote Node on Qwest equipment. If the customer provides the Remote Node equipment, a Remote Port charge does not apply. Transport Channel The Transport Channel provides for the transmission facilities: between the Hub Wire Centers associated with two customer-designated premises. between two Remote Central Office Nodes. between two CO Ports on different CO Nodes located in different Qwest Central Offices. between two Remote Central Office Nodes located in different Company Hubs. Central Office Connecting Channel The Central Office Connecting Channel (COCC) provides for connections between: a SST Central Office Port and a Private Line Transport Service of the same speed within the same CO a SST DS1 Port and a DS1 Service MUX within the same CO a SST DS3 Port and a DS3 Service MUX within the same CO a SST DS1 Port and a channel of a DS3 to DS1 MUX within the same CO 2 unchannelized SST CO Nodes at the same bandwidth an unchannelized SST CO Node, a transport channel and an unchannelized SST CO Node at the same bandwidth in a different CO a SST CO Node, a transport channel and a Remote CO Node at the same bandwidth in a different CO or between an RCO Node Port To Port Connecting Arrangement The Port To Port Connecting Arrangement provides for the connection of a Qwest provided port to a different Qwest provided port when the ports are the same speed. Note: The port speed must be the same, but the bandwidth the port is using does not need to be the same speed. Examples of the Port To Port Connecting Arrangement are: connecting 2 SST DS1 or DS3 ports of the same speed within a CO Appendix 1 General Service Order Charges State of Oregon Contract Number: 1195

105 connecting a SST Port and another Qwest provided Port of the same speed within a CO connecting a SST unchannelized CO Node with a SST CO Port of the same speed within a CO connecting an unchannelized CO Node, a transport channel and a CO Port at the same bandwidth in a different CO or between two RCO Nodes located in different CO. SST Central Office Multiplexing SST CO Multiplexing is an arrangement that provides a multiplexer which converts to the following configurations utilizing time division multiplexing: one Mbps DS3 channel to Mbps DS1 channels one Mbps DS1 channel kbps DS0 channels or kbps DS0 channels OC03 CO Multiplexing can be configured: Mbps channels Mbps channels or any combination of Mbps and Mbps not to exceed Mbps The SST CO Multiplexer will bill a monthly charge. SHARP Self-Healing Alternate Route Protection (SHARP) provides added reliability to SST transported over fiber optic facilities. This feature provides a separate facility path for the protection system between the Serving Wire Center and the Company Point of Termination, located in the same building as the customer designated premises. When the customer or building owner provide the structure for diverse entrance facilities into the building, this feature provides a separate facility path for the protection system between the first utility vault outside the Serving Wire Center (SWC) and the last terminal prior to the customer's premise. Added protection is provided by ensuring that backup electronics and two physically separate facility paths are used in the provisioning of the service. One primary or working path is established between the Serving Wire Center and the customer premise. In addition, a protect path is provisioned between the customer designated premises and the SWC via a Qwest designated Alternate Wire Center (AWC). In the event that the working facility or electronics fail, or the performance becomes impaired or degenerates to less than or equal that parameters set by the Company, the facility automatically switches to the service protect path in order to maintain a near continuous flow of information Appendix 1 General Service Order Charges State of Oregon Contract Number: 1195

106 Transmux Transmux Capability is an optional SST feature. It affords the customer the possibility to have high bandwidth interfaces at some locations connect to multiple lower bandwidth interfaces in other locations. Traditional designs have been to ensure that circuits enter and leave a facility at the same bandwidth. Transmuxing allows multiple circuits to be aggregated into a single, larger channel. An example of this is DS1 services from one location are passed to another location via an OC03 facility. The DS1s may be either DS3, or VT1.5 mapped into an STS1. The bandwidth options are listed in the following table: Concatenated Signal High Bandwidth Interface Transmuxed Low Bandwidth Interface DS3 To DS1 OC03 To DS3 OC12 To OC03/DS3 OC48 To OC12/OC03/DS3 OC03 and OC12 ports have M/bps signals. An OC03 has three M/bps signals (for a total bandwidth of M/bps) and an OC12 has M/bps signals for a total bandwidth of M/bps). A concatenated OC03 has one signal of M/bps and a concatenated OC12 has one signal of M/bps. OC Mbps DESCRIPTION USOC MRC NRC Central Office Node FC5 $1, None Remote Central Office FV None Central Office Port, DS1 FC6AX 8.10 None Central Office Port, DS3 FC6BX None Central Office Port, STS1 FC6LX None Remote Node FP None Remote Port, DS1 FP6AX 9.00 None Remote Port, DS3 FP6BX None Remote Port, STS1 FP6LX None Transmux VT Mux Port, DS3 SN92X None Transmux VT Mux Port STS1 SN93X None Trans Chan 0 Miles 1A5BA 0.00 None Trans Chan Fixed, 0-8 Miles 1A5BB Trans Chan P/Mile, 0-8 Miles 1A5BB None Trans Chan Fixed, 8-25 Miles 1A5BC Trans Chan P/Mile, 8-25 Miles 1A5BC None Trans Chan Fixed Miles 1A5BD Trans Chan P/Mile Mi. 1A5BD None Appendix 1 General Service Order Charges State of Oregon Contract Number: 1195

107 DESCRIPTION USOC MRC NRC Trans Chan Fixed Over 50 Mi. 1A5BE Trans Chan P/Mile Over 50 Mi. 1A5BE None Central Office Connecting Channel CU5OU None Port-To-Port Connecting Arrangement PHP None STS1 CO MUX, per MUX MPETX SHARP per Node* S2VCX *NRC applies when SHARP is not installed at the same time as a port. OC Mbps DESCRIPTION USOC MRC NRC Central Office Node FC5 $2, None Remote Central Office FV None Central Office Port, DS1 FC6AX None Central Office Port, DS3 FC6BX None Central Office Port, STS1 FC6LX None Central Office Port, OC3 FC6CX None Remote Node FP5 1, None Remote Port, DS1 FP6AX None Remote Port, DS3 FP6BX None Remote Port, STS1 FP6LX None Remote Port, OC3 FP6CX None Transmux VT Mux Port, DS3 S9N4X None Transmux VT Mux Port, STS1 S9N5X None Trans Chan 0 Miles 1A5BA 0.00 None Trans Chan Fixed 0-8 Mi. 1A5BB 2, Trans Chan P/Mile 0-8 Mi. 1A5BB None Trans Chan Fixed 8-25 Mi. 1A5BC 2, Trans Chan P/Mile 8-25 Mi. 1A5BC None Trans Chan Fixed Mi. 1A5BD 2, Trans Chan P/Mile Mi. 1A5BD None Trans Chan Fixed Over 50 Mi. 1A5BE 2, Trans Chan P/Mile Over 50 Mi. 1A5BE None Central Office Connecting Channel CU5OU None Port-To-Port Connecting Arrangement PHP None STS1 CO MUX, per MUX MPETX OC3 CO MUX, per MUX MPECX None SHARP per Node* S2VCX *NRC applies when SHARP is not installed at the same time as a port Appendix 1 General Service Order Charges State of Oregon Contract Number: 1195

108 OC GPS DESCRIPTION USOC MRC NRC Central Office Node FC5 $4, None Remote Central Office Node FV5 1, None Central Office Port, DS3 FC6BX None Central Office Port, STS1 FC6LX None Central Office Port, OC3 FC6CX None Central Office Port, OC12 FC6DX None Remote Node FP5 4, None Remote Port, DS3 FP6BX None Remote Port, STS1 FP6LX None Remote Port, OC3 FP6CX None Remote Port, OC12 FP6DX None Trans Chan 0 Miles 1A5BA 0.00 None Trans Chan Fixed 0-8 Miles 1A5BB 2, $ Trans Chan P/Mile 0-8 Miles 1A5BB None Trans Chan Fixed 8-25 Mi. 1A5BC 2, Trans Chan P/Mile 8-25 Mi. 1A5BC None Trans Chan Fixed Mi. 1A5BD 3, Trans Chan P/Mile Mi. 1A5BD None Trans Chan Fixed Over 50 Mi. 1A5BE 3, Trans Chan P/Mile Over 50 Mi. 1A5BE None Central Office Connecting Channel CU5OU None Port-To-Port Connecting Arrangement PHP None STS1 CO MUX, per MUX MPETX OC3 CO MUX, per MUX MPECX None SHARP per Node* S2VCX *NRC applies when SHARP is not installed at the same time as a Port. OC Gbps DESCRIPTION USOC MRC NRC Central Office Node FC5 $7, None Remote Central Office FV5 3, None Central Office Port, DS3 FC6BX None Central Office Port, STS1 FC6LX None Central Office Port, OC3 FC6CX None Central Office Port, OC12 FC6DX None Remote Node FP5 6, None Remote Port, DS3 FP6BX None Remote Port, STS1 FP6LX None Remote Port, OC3 FP6CX None Remote Port, OC12 FP6DX None Trans Chan 0 Miles 1A5BA 0.00 None Trans Chan Fixed 0-8 Mi. 1A5BB 4, Appendix 1 General Service Order Charges State of Oregon Contract Number: 1195

109 DESCRIPTION USOC MRC NRC Trans Chan P/Mile 0-8 Miles 1A5BB None Trans Chan Fixed 8-25 Mi. 1A5BC 4, Trans Chan P/Mile 8-25 Mi. 1A5BC None Trans Chan Fixed Mi. 1A5BD 6, Transport Chan P/Mile Mi. 1A5BD None Trans Chan Fixed Over 50 Mi. 1A5BE 7, Trans Chan P/Mile Over 50 Mi. 1A5BE None Central Office Connecting Channel CU5OU None Port-To-Port Connecting Arrangement PHP None STS1 CO MUX, per MUX MPETX OC3 CO MUX, per MUX MPECX None SHARP per Node* S2VCX *NRC applies when SHARP is not installed at the same time as a Port. OC Gbps DESCRIPTION USOC MRC NRC Central Office Node FC5 $5, None Remote Central Office FV5 3, None Central Office Port, DS3 FC6BX None Central Office Port, STS1 FC6LX None Central Office Port, OC3 FC6CX None Central Office Port, OC12 FC6DX None Central Office Port, OC48 FC6EX 1, None Remote Node FP5 5, None Remote Port, DS3 FP6BX None Remote Port, STS1 FP6LX None Remote Port, OC3 FP6CX None Remote Port, OC12 FP6DX None Remote Port, OC48 FP6EX 1, None Trans Chan 0 Miles 1A5BA 0.00 None Trans Chan Fixed 0-8 Mi. 1A5BB 8, $ Trans Chan P/Mile 0-8 Miles 1A5BB None Trans Chan Fixed 8-25 Mi. 1A5BC 8, Trans Chan P/Mile 8-25 Mi. 1A5BC None Trans Chan Fixed Mi. 1A5BD 8, Transport Chan P/Mile Mi. 1A5BD None Trans Chan Fixed Over 50 Mi. 1A5BE 8, Trans Chan P/Mile Over 50 Mi. 1A5BE None Central Office Connecting Channel CU5OU Port-To-Port Connecting Arrangement PHP STS1 CO MUX, per MUX MPETX OC3 CO MUX, per MUX MPECX None SHARP per Node* S2VCX *NRC applies when SHARP is not installed at the same time as a Port Appendix 1 General Service Order Charges State of Oregon Contract Number: 1195

110 Primary Rate Interface (PRI) Version: SOEN With Amendment 1 (signed 12/03/2002) Primary Rate Interface (PRI) Primary Rate Interface provides a digital intralata, intrastate, switched local exchange telecommunications service transporting and distributing voice, data, image, or facsimile communications separately or simultaneously over the public switched local exchange network. Primary Rate Interface as offered in the SOEN agreement is confined to the interconnection of the SOEN network to the Qwest public switched network at interconnection points directly serving the DAS-IRMD network infrastructure. Primary Rate Interface operates at megabits per second (Mbps). It is comprised of 23 B channels and one (1) D channel. Each B Channel transmits voice or data at 64 kilobits per second (Kbps). The D channel carries signaling information at 64 Kbps. The following price elements apply: Description * USOC MRC NRC #PRI T-1 circuit provisioned on stand-alone Company Z4D $ $ T-1 facility, configuration and 23 or less trunks arranged at customer option. Other Applicable Charges** Common Access Line Charge (CALC) per Trunk 9ZR $8.32 N/A * Extended Area Service charges vary by service area. The charges are included in the monthly rate above. ** Common Access Line Charges vary by service area and will be added to the Service charges as specified in the Oregon Exchange Tariff. PRI is for DAS-IRMD only # Eligible Purchasers shall not be allowed to purchase PRI service from this Agreement Appendix 1 General Service Order Charges State of Oregon Contract Number: 1195

111 Customer Service Record USOC Billing Dispute(s) DAS IRMD or Eligible Purchasers may request from Company, either by , letter or facsimile, a copy of the Customer Service Record (CSR) for any specific service or location of service provided by Company. Company shall provide the requester a hard copy of the CSR within thirty calendar days of receipt of the request. Upon reviewing the CSR, any discrepancies found between the original or most recently modified TSO and the CSR will be reviewed by both parties as to accuracy, intent and specific USOC configuration. If it is determined by DAS IRMD or the Eligible Purchaser that discrepancies exists between the CSR and the original or most recently modified TSO that requested the specific service, the CSR shall be modified to reflect the different information contained in the original or most recently modified TSO. Company will either credit back or back bill to either DAS IRMD or Eligible Purchaser, as appropriate, any overcharge measured by the difference between the requested service, as ordered on the original or most recent TSO, and the billed service identified on the CSR under review. If the review reveals any undercharge for service appropriately ordered and rendered, Company may back-bill the appropriate purchaser/billing party Appendix 1 General Service Order Charges State of Oregon Contract Number: 1195

112 LSS Intrastate Services Version: SOEN With Amendment 1 (signed 12/03/2002) Description of Service: LSS connects multiple Local Access Network (LAN) sites. LSS provides metropolitan area or LATAwide optical Ethernet LAN interconnections and supports point-to-point and multipoint, full-duplex connectivity at specific, switched bandwidths: Ethernet at 10 Mbps or Fast Ethernet Lite at 45 Mbps. End-to-end connectivity is accomplished using Unspecified Bit Rate (UBR) virtual channel connections (VCCs) over the Qwest 45 Mbps and 155 Mbps fiber-optic facilities. Rate Elements LAN Link A nonrecurring charge applies per LAN Link for each physical connection to the Company network. A monthly rate, based on the speed of the LAN Link (10 Mbps, or 45 Mbps,) also applies. At the DAS IRMD s option, an LSS LAN Link may be ordered with LAN Link protection and/or diversity. Remote LAN Link When a DAS IRMD accesses LSS via a Remote LAN Link, a nonrecurring charge and monthly rate, both based on the speed of the Remote LAN Link (10 Mbps or 45 Mbps) apply per Remote LAN Link for each physical connection to the Company network. When a DAS IRMD accesses LSS via a Remote LAN Link, Transport Mileage also applies. Transport Mileage Transport Mileage provides for the transmission facilities between a non-atm equipped, disclosed Serving Wire Center associated with a DAS IRMD location and the Company ATM network. Transport Mileage is portrayed in mileage bands. There are two elements that apply for each band (i.e., a fixed rate and a per mile rate). Transport Mileage is measured by airline miles between Service Wire Centers via the V and H Coordinates Method, as set forth in the National Exchange Carrier Association (NECA) Tariff, F.C.C. No.4. Rate Regulations A subsequent order to add LSS LAN Links and/or Remote LAN Links to an existing fixed-period service pricing plan (contract) must be for at least 12 month If the remaining term of the existing contract is less than 12 months, the minimum term for the added LAN Link and/or Remote LAN Link is 12 months. A DAS IRMD may access LSS via a Company-provided LAN Link or Remote LAN Link. A DAS IRMD utilizing a Remote LAN Link to access LSS will incur a monthly rate and a nonrecurring charge for a Remote LAN Link, in addition to the monthly rates for Transport Mileage. LAN Link USCO RATE On time Charge (per LAN Link) NRBL8 $ 1,500 Monthly Recurring Charge Unprotected (per LAN Link) Ethernet 10 Mbps DLUC5 $ 1,120 Fast Ethernet Lite, 45 Mbps DLU15 $ 1,440 Fast Ethernet, 100 Mbps DLU25 $ 2,240 Monthly Recurring Charge Protected (per LAN Link) Ethernet 10 Mbps DPUC5 $ 1,360 Fast Ethernet Lite, 45 Mbps DPU15 $ 1, Appendix 1 General Service Order Charges State of Oregon Contract Number: 1195

113 Fast Ethernet, 100 Mbps DPU25 $ 3,120 Remote LAN Link One time Charge (per Remote LAN Link) NRB6E $ 1,700 Monthly Recurring Charge (per Remote LAN Link) Ethernet 10 Mbps RLUC5 $1,360 Fast Ethernet Lite, 45 Mbps RLU15 $ 1,680 Transport Mileage, Ethernet 10 Mbps Mileage Bands Over 0 to 8 Fixed JZ35A $ Per mile JZ35A $ Over 8 to 25 Fixed JZ35B $ Per mile JZ35B $ Over 25 to 50 Fixed JZ35C $ Per mile JZ35C $ Over 50 Fixed JZ35D $ Per mile JZ35D $ Transport Mileage, Fast Ethernet Lite, 45 Mbps Mileage Bands Over 0 to 8 Fixed JZ39A $ Per mile JZ39A $ Over 8 to 25 Fixed JZ39B $ Per mile JZ39B $ Over 25 to 50 Fixed JZ39C $ Per mile JZ39C $ Over 50 Fixed JZ39D $ Per mile JZ39D $ Diversity Primary Route monthly DEVX1 $12.00 Primary Route nonrecurring DEVX1 $50.00 Secondary Route monthly DEVX2 $12.00 Secondary Route nonrecurring DEVX2 $50.00 Note: For connectivity between two separate LSS DAS IRMD networks (LSS to LSS) or LSS to ATM connectivity, see UBR VCC pricing on ATM Service Web site Appendix 1 General Service Order Charges State of Oregon Contract Number: 1195

114 Minimum Annual Commitment ("MAC") A. Data/Video Services. During the Term of this Agreement, DAS IRMD shall purchase a minimum amount of Data/ Video Services, which shall not be less than eight million, six hundred sixty-two thousand, one hundred forty dollars ($8,662,140) per Contract Year (the Data MAC ). If at the end of the Contract Year DAS IRMD has not purchased the minimum amount of Data /Video Services, then within thirty (30) calendar days of receipt of an invoice from QC, DAS IRMD shall pay a Shortfall Fee to QC for that Contract Year. The Shortfall Fee shall be the difference between the actual purchases by DAS IRMD and the Eligible Purchasers during the Contract year and the Data MAC. At the end of each Contract Year, DAS IRMD may elect to apply all private line DS-1 and DS-3 Charges, as set forth in Appendix 1, to either the Data MAC or the Other Services-Network MAC (as defined below) as described in this paragraph; provided, however, that such election shall not reduce the total requirement of either MAC. DAS IRMD must notify QC, in writing, thirty (30) calendar days prior to each anniversary of the Effective Date, as to its choice for applying the identified product Charges to either the Data MAC or the Other Services-Network MAC). If DAS IRMD fails to notify QC in writing within the specified time period, QC will continue to apply said amounts to the most recent MAC identified in writing by DAS IRMD as the MAC to which such amounts should be applied. B. Other Services-Network. Beginning in the nineteenth (19th) month following the Effective Date, DAS IRMD, in its sole discretion, may determine to commit to another minimum annual commitment (the Other Services-Network MAC ). In the event DAS IRMD determines to commit to an Other Services- Network MAC, DAS IRMD shall notify QC in writing by the beginning of the twentieth month (20th) following the Effective Date. Following the establishment of the Other Services-Network MAC, DAS IRMD shall purchase a minimum amount of Other Services-Network, which shall be one million five hundred thousand dollars ($1,500,000) per Contract Year; provided, however, for the second Contract Year of the Term, the Other Services-Network MAC shall be no more than seven hundred fifty thousand dollars ($750,000). If at the end of each Contract Year DAS IRMD has not purchased the minimum amount of Other Services-Network, then within thirty (30) calendar days of receipt of an invoice from QC, DAS IRMD shall pay a Shortfall Fee to QC for that Contract Year. The Shortfall Fee shall be the difference between the actual purchases by DAS IRMD and fifty percent (50%) of the actual purchases by Eligible Purchasers for Centrex Prime and the Other Services-Network MAC, provided however that purchases of Other Services-Network by the Department of Higher Education will not contribute to the Other Services-Network MAC. C. Failure to establish an Other Services-Network MAC. Notwithstanding the above, the Parties agree that DAS IRMD shall have sole discretion as to whether DAS IRMD wishes to commit to an Other Services-Network MAC; provided, however, that if DAS IRMD elects not to commit to an Other Services-Network MAC, then at the end of the nineteenth (19th) month of the Term, the monthly recurring charges paid by DAS IRMD for Appendix 1 General Service Order Charges State of Oregon Contract Number: 1195

115 Frame Relay Services (special pricing, intralata only), as set out in Appendix 1, shall be raised from Level 1 to Level 2 retroactive to the Effective Date (the Retroactive Shortfall Fee ). DAS IRMD shall pay the Retroactive Shortfall Fee within thirty (30) days of receiving an invoice from QC for the Retroactive Shortfall Fee. D. The following Service(s) contribute to the Data MAC: Private Network Frame Relay DS0, DS1, DS3 Private Network Frame Relay - Data and Video without FRAL Private Network Frame Service Fault Tolerant PVC Private Network DS1 Video Frame Relay Access Links and PVC s Private Network DS3 Video Frame Relay Access Links and PVC s Private Network Fractional Frame Relay Access Link T-1 Service DSL (Verizon service does not contribute) SHNS (Verizon service does not contribute) ATM SST LSS The following Service(s) contribute to the Other Services MAC: DS3 Private Line DS1 Private Line Voice Grade 32 Voice Grade 33 Voice Grade 36 Centrex DSS/PRS/PRI Frame Relay Termination Liability Agreement If DAS IRMD terminates the Agreement without cause or terminates either the Other Services or the Data/Video Services without cause, then DAS IRMD shall pay to Company an early termination charge of: 1. Entire Agreement Forty percent (40%) of the Other Services and Data MAC s for the remaining months of the Term. 2. Data/Video Services Forty percent (40%) of the Data MAC for the remaining months of the Term. 3. Other Services Forty percent (40%) of the Other Services MAC for the remaining months of the Term after deduction of the Centrex Sub MAC Appendix 1 General Service Order Charges State of Oregon Contract Number: 1195

116 4. SHNS - Forty percent (40%) of the SHNS Services for the remaining months of the term; provided, however, if DAS IRMD terminates the Agreement under 1, 2 or 3 above, then DAS IRMD is not obligated to pay the SHNS Termination Charges. Termination Liability Agreement for Eligible Purchaser(s) All Other Services ordered by an Eligible Purchaser shall be subject to a minimum service period of twelve (12) months; such Other Services must remain installed for and Eligible Purchaser shall be billed for such Other Services for a minimum of twelve (12) months. If an Eligible Purchaser terminates an Other Service without cause prior to the expiration of the twelve (12) month minimum service period, then the Eligible Purchaser shall pay to Company an early termination charge of 100 percent (100%). Minimum Service Period. If non-recoverable costs exceed the minimum service pay-back period of twelve months, in order for Company to offer ATM or SST services to DAS IRMD or any Eligible Purchaser, Company may, at its sole discretion, require that the Minimum Service Period be extended from twelve months to a maximum of thirty six months or the end of the Term. If the non-recoverable costs of the requested service are not recoverable by Company within the Minimum Service Period of the requested service, as defined by the Company, Company will only provide the requested service if DAS IRMD or the Eligible Purchaser, as the case may be, either negotiates with and pays to Company the actual costs of the requested service or makes special arrangements acceptable to Company for installing the requested service. If non-recoverable costs are not incurred by Company, DAS IRMD or Eligible Purchaser may order requested service and shall only be required to satisfy the twelve month Minimum Service Period Appendix 1 General Service Order Charges State of Oregon Contract Number: 1195

117 Appendix 1A Voice Services Project Plan It shall be in DAS IRMD s sole discretion to implement the Voice Services Project Plan (the Plan ). This Plan requires DAS IRMD to be responsible for the completion of Phase 1 Planning, and Company to be responsible for the completion of Phase 2 Project Rollout. If these responsibilities are met, Voice Services will be operational within eighteen (18) months from the Effective Date of the Agreement. In the event the Voice Services are not operational within the eighteen (18) month time period, and neither Company or DAS IRMD is responsible, then the Parties shall agree upon a new Project Rollout date. If Company, however, has not met its obligations under Phase 2 and the Other Services are not operational, then the Other Services MAC shall be reduced by the dollar value of the non-operational Voice Services, and if DAS IRMD has not met its obligations, then the Project Roll Out Date shall be extended for the period attributable to DAS IRMD s delay without cost or penalty to Company. Phase 1 Planning Description: DAS IRMD will undertake a strategic planning process for the purpose of designing the voice network to serve State of Oregon customers. Planning deliverables are specified below and are separate from the Project Rollout as outlined in Phase 2. Time Limit: Not to exceed six (6) months, to run concurrent with the Phase 2 Project Rollout Participants: DAS IRMD Voice Services group will be responsible for leading this phase. Team participants may include the Company Account Team and the Company Project Team, as deemed necessary to complete the deliverables under Milestone 1. The Company Project Team shall be included in the Milestone 2 segment, as this sets forth the protocols to be used for the Phase 2 Project Rollout. Milestone 1 Planning Careful review of existing network architecture (tielines, PRI, Toll network, etc. to name a few) Review of features to be provided, SMDR, CMS, Voice Mail (etc) TSO Process for Project Rollout Toll Dialing (carrier choice, connection choice (SDN or PIC) Repair process Outage notification process PBX connectivity (PRI, DSS, behind Centrex, stand alone) Northstar connectivity Busy studies for determining Network requirements (NARS, PRI etc.) Billing format Class of Service for end users (matrix) Appendix 1A Voice Services Project Plan State of Oregon Contract Number: 1195

118 Agency requirements Demarcation issues (where does Company drop off service?) (Desktop, 66block to name a few) Station reviews (who will provide, what format, what will be included?) Freeze dates (what does the freeze impact, length and exceptions?) Communication Plan (who talks to who and what information is provided?) Change Order process Milestone 2 Definitive Rollout Strategy Define source of information for project rollout (station reviews data base etc.) Define format of information (spreadsheets etc) Define COS information Define rolls of site contacts (repair and Installation) Define quality controls for project Define relationship with State s carrier who will place orders? Define cut over procedures, (time, days of week, weekend cuts, critical customers Define Post Cut over procedures (call center, staffing etc) Define Training requirements (when, where and who) Phase 2 Project Rollout Description: DAS IRMD and Company begin the project conversion of those sites identified in Phase 1 from existing service to Centrex service. Time Limit: Not to exceed eighteen (18) months Participants: The Company Project Team will be responsible for leading this phase. The Project Rollout will be conducted under the protocols as defined and mutually agreed to under Phase 1 Milestone Appendix 1A Voice Services Project Plan State of Oregon Contract Number: 1195

119 Appendix 2 Definitions Access Link means a circuit to DAS IRMD s backup site. Version: SOEN With Amendment 1 (signed 12/03/2002) Activation Charge is a Non-Recurring Charge for Fault Tolerant PVC Service. Add/Drip Multiplexes shall have the meaning set out in Appendix 1 of the Agreement. Additional Insureds shall have the meaning as set forth in Section 18.5 of the Agreement. Affiliates means any entity that is directly or indirectly controlling, controlled by or under common control with a Party. Agreement means this Telecommunication Services Agreement for State of Oregon Enterprise Network and any Appendices thereto. Agreement Administrators shall have the meaning set forth in Section 5.2 of the Agreement. Asynchronous Transfer Mode or ATM means technology as set out in Appendix 1 of the Agreement. Asynchronous Transfer Mode Cell Relay or ATM Cell Relay means a high bandwidth, lowdelay, connection-oriented, packet-like switching and multiplexing service. Billing Agent shall have the meaning set out in Section 19.4 of the Agreement. Billing Coordinator shall have the meaning as set out in Section 19.1 of the Agreement. Billing Adjustments shall have the meaning as set out in Section 19.2 of the Agreement. Cancellation Fee shall have the meaning as set out in Section 3.3 of the Agreement. Centrex Prime Services means a business communication system furnished only from a stored program control Company Central Office as set out in Appendix 1 of the Agreement. Certificates of Insurance shall have the meaning set out in Section 18.7 of the Agreement. Change in Law shall have the meaning set out in Section 16.3 of the Agreement. Changes or Modifications shall have the meaning set out in Appendix 1 of the Agreement. Charges means those charges set out in Appendix 1 of the Agreement. Central Office Multiplexer or CO Muxing means electronic equipment located at the Central Office which allows two or more signals to pass over one communications channel Appendix 2 Definitions State of Oregon Contract Number: 1195

120 Committed Information Rate or CIR means the level of data traffic (in bits) which the carrier agrees to handle over a period of time-not at every instant of time, but averaged over a period. Company means Qwest Corporation, a Delaware corporation. Company CO means a Qwest Central Office which is a wire building where subscribers lines are joined to switching equipment for connecting other subscribers to each other, locally and long distance. Company Hub means the point on Qwest s network where circuits are connected. Company Network means all Company facilities from the Central Office up to and including the Network Interface at the Demarcation Point. Company territory means the geographic franchise area where Qwest traditionally is obligated to furnish telecommunication service(s), and where Qwest owns, maintains and installs the facilities and plant to provide the telecommunication(s) service. Confidential Information shall have the meaning set out in Section 20.1 of the Agreement. Confidential Materials means information falling within the scope of Section 20.1 of the Agreement. Consortium means Verizon, Sprint and CenturyTel who are subcontractors of Company for Frame Relay Service under this Agreement. Contract Year shall have the meaning as set out in Appendix 1 of the Agreement. Critical Outage shall have the meaning as set out in the SLAs of the Agreement. DAS IRMD means the Oregon Department of Administrative Services, Information Resources Management Division. Data MAC shall have the meaning as set forth in Appendix 1 of the Agreement. Data/Video Service means State PUC, Frame Services, SHINS, OC-3, and DSL as set out in Appendix 1 of the Agreement, and any other Data/Video Service, mutually agreed to by both Parties, which connects to or provides service to DAS IRMD Frame Relay network, and subject to Oregon Regulatory Rules and Regulations. Demarcation Point or Demarc means the point where Company s facilities end and DAS IRMD facilities begin. Direct Inward Dialing Circuit or DID Circuit means any incoming calls are directed to the desired PBX or Centrex automatically bypassing the PBX attendant Appendix 2 Definitions State of Oregon Contract Number: 1195

121 Disclosing Party shall have the meaning set out in Section 20.1 of the Agreement. Disconnected Service shall have the meaning set out in Section of the Agreement. Dispute means any disagreement, dispute, breach or claim of breach, non-performance, or repudiation arising from, related to or in connection with this Agreement or any of the terms or conditions hereof, or any transaction hereunder including but not limited to either Party s failure or alleged failure to comply with any of the provisions of this Agreement, as described in Section 17 of the Agreement. Dispute Resolution shall have the meaning set out in Section 17 of the Agreement. DMS-100 Central Office is the product name for a DMS-100 Central Switch which is a digital central office switch provided by Nortel, a telecommunications manufacturer of central office switches. Direct Outward Dialing Circuit or DOD Circuit means all or selected stations can call outside and thereby bypass the attendant. DSO or DS-O means Digital Signal, level 0. It is 64 Kbps and equal to one voice conversation digitized under PCM. DS1 or DS-1 means Digital Signal, level 1. It is Mbps (i.e., million bits per second) in North America also known in the industry as T-1. DS3 or DS-3 means Digital Signal, level 3. In North America, DS-3 translates into T-3, which is the equivalent of 28 T-1 channels, each operating at total signal rate of Mbps. DSL or Digital Subscriber Line shall have the meaning set forth in the SLAs of the Agreement. Digital Switched Service or DSS shall have the meaning set forth in Appendix 1 of the Agreement. Effective Date means the date set out in the introductory paragraph of the Agreement. Eligible Purchasers shall have the meaning set out in Section 4 of the Agreement. Facility Based Services means services which require a dedicated physical connection from the Company Central Office or serving facility to DAS IRMD or other State agency location as set out in Appendix 1 of the Agreement. Firm Order Commitment or FOC shall have the meaning set out in Section 3 of the Agreement. Force Majeure shall have the meaning as described in Section 15 of the Agreement Appendix 2 Definitions State of Oregon Contract Number: 1195

122 FRAL means a Frame Relay Access Link which is a 2-wire local loop which the customer can use to access a Frame Relay Network at 128 Mbps. FRAL-T1 means a Frame Relay Access Link T1 which is a 2-wire loop which the customer can use to access a Frame Relay Network at 1.54 Mbps. Frame Relay Service shall have the meaning as set forth in the definition of Data/Video Service above. ICB means Individual Case Basis which is a term to describe a service arrangement in which the regulations, rates and charges are developed based on the specific circumstances of the customer s situation. Typically, general tariffs do not apply and the price is negotiated Phone Company and the customer. IDSL means an Integrated Services Digital Line which is a dedicated service for data communication applications only, which uses ISDN BRI technology to deliver transmission speeds of 128 KBPS on copper loops to the premise. Indemnification Notification shall have the meaning as described in Section 12.4 of the Agreement. Initial FOC shall have the meaning set out in Appendix 4 of the Agreement. Integrated Services Digital Network or ISDN which comes in two basic flavors. Basic Rate Interface (BRI) which is 144K BPS and designed for the desktop and Primary Rate Interface (PRI) which is 1.54K BPS creating 24 channels and designed for telephone switches, computer telephony and voice processing systems. Intellectual Property or Intellectual Property Rights means all Intellectual Property rights worldwide arising under statutory or common law or by contract, including without limitation all issued or applied for patent rights, rights associated with works of authorship, including copyrights and mask work rights, rights relating to the protection of trade secrets and confidential information; and any additional rights analogous to those set forth in this Agreement and any other proprietary rights relating to intangible property. Intelligent Network Elements (INE) shall have the meaning set out in Appendix 1 of the Agreement. ISO 9000 outlines the quality systems for an organization, ISO (the International Organization for Standardization) is a worldwide federation of standards bodies. ISO 9000 deals with quality system requirements that can be used for external quality assurance purposes. It is a set of general standards to provide quality assurance and quality management guidance. Key Personnel shall have the meaning as described in Appendix 6 of the Agreement Appendix 2 Definitions State of Oregon Contract Number: 1195

123 LATA NNI and Consortium NNI Capacity means the Qwest Network to Network Interface between LATAs, and the Network to Network Interface between Qwest and Verizon, Sprint and CenturyTel which are Qwest s subcontractors. Letter of Agency or LOA shall have the meaning as set out in Section 1.6 of the Agreement. Material shall have the meaning as set out in Section 19.6 of the Agreement. Message Telecommunications Service or MTS is the name for standard switched telephone service. Minimum Annual Commitment or MAC shall have the meaning as set out in Appendix 1 of the Agreement. To the extent Services or Other Services begin or end other than at the beginning or end of a Contract Year, any applicable Minimum Annual Commitment or MAC shall be pro-rated for the actual period covered by the Services or Other Services. Most Favored Nations shall have the meaning set out in Section 9 of the Agreement. Network Access Registers or NARs shall have the meaning set out in the Centrex Prime Service in Appendix 1 of the Agreement. Network Availability shall have the meaning as set out in the SLAs of the Agreement. Network Operations Plan or NOP means the plan as set out in Section 6 and Appendix 6 of the Agreement. Network to Network Interface or NNI means the Frame Relay Forum to describe the connection between two public frame relay services. New Technology shall have the meaning as set out in Section 8.3 of the Agreement. New Technology Notice shall have the meaning set out in Section of the Agreement. Non-Critical Outage shall have the meaning as set out in the SLAs of the Agreement. Non-Disclosure Agreement or NDA shall have the meaning set out in Section 20.7 of the Agreement. Non-Recurring Charges or NRCs shall have the meaning as set out in Section of the Agreement. Notice to Proceed shall have the meaning set out in Section 18.7 of the Agreement. Notice of Rejection shall have the meaning set out in Section 3.4 of the Agreement. OC3s means Optical Carrier level 3. A SONET channel equal to three DS-3s, which is equal to Mbps Appendix 2 Definitions State of Oregon Contract Number: 1195

124 Other Services means all contracted services migrated from CDS to this Agreement including the following Voice Services and Facility Based Services as set out in Appendix 1: DS1, DS3, Voice Grade 32 & 33, primary rate ISDN, digital switch services, and Centrex Prime Services. Other Services also includes any other service mutually agreed to by both Parties which connects to or provides service to DAS IRMD Frame Relay network, and subject to Oregon Regulatory Rules and Regulations. Partial Termination shall have the meaning set out in Section 14.2 of the Agreement. Party or Parties shall have the meaning set out in the Preamble of the Agreement. Permanent Virtual Circuit or PVC means a permanent association between two Data Terminal Devices (DTEs) established by configuration. Private Line Access or PL Access means a direct channel specifically dedicated for a customer s use between specified points leased from a carrier. Private Line Transport or PLT means the furnishing of Company facilities for communication purposes for DAS IRMD and other State agencies. Private Network Frame Relay Service means frame relay service ordered pursuant to this Agreement, via a TSO. The network is designed using private NNI s and crossing Oregon's multiple LATAs using the State s private carrier facilities. Post-consumer waste means a finished material which would normally be disposed of as solid waste, having completed its life cycle as a consumer item. Post-consumer waste does not include manufacturing waste. See (ORS (1)). Primary Rate Service or PRS shall have the meaning set forth in Appendix 1 of the Agreement. Priority PVC shall mean 128 Kps, 256 Kps, 384 Kbps and 512 Kbps on a Mbps circuit. This type of PVC will have prescribed CIR increments guaranteed all the way through the Company s cloud. Project Manager(s) shall have the meaning set out in Appendix 6 of the Agreement. Receiving Party shall have the meaning set out in Section 20.1 of the Agreement. Recycled product means all materials, goods and supplies, not less than 50 percent of the total weight of which consists of secondary and post-consumer waste with not less than 10 percent of its total weight consisting of post-consumer waste. Recycled product also includes any product that could have been disposed of as solid waste, having completed its life cycle as a consumer item, but otherwise is refurbished for reuse without substantial alteration of the product's form. ORS (6) Appendix 2 Definitions State of Oregon Contract Number: 1195

125 Reports shall have the meaning as described in Section 7 of the Agreement. Round-Trip Delay Time shall have the meaning as set out in the SLAs of the Agreement. Secondary waste materials means fragments of products or finished products of a manufacturing process which has converted a virgin resource into a commodity of real economic value, and includes post-consumer waste, but does not include excess virgin resources of the manufacturing process. For paper, secondary waste materials does not include fibrous waste generated during the manufacturing process such as fibers recovered from waste water or trimmings of paper machine rolls, mill broke, wood slabs, chips, sawdust or other wood residue from a manufacturing process. See (ORS (7)). Section Manager(s) shall have the meaning set out in Appendix 6 of the Agreement. Services shall have the meaning as described in Appendix 1 of the Agreement. Service Level Agreement or SLA shall have the meaning described in Appendix 3 of the Agreement. Service Level Guarantees shall mean the guaranteed service set out in the SLAs in Appendices 3, 3A and 3B of the Agreement. SOEN means the State of Oregon Enterprise Network. SOEN TSO means SOEN Telecommunications Service Orders. Special Construction shall mean when DAS IRMD asks to have Service to a site where there is no infrastructure in place and DAS IRMD will be the sole beneficiary of the Service installed. Special Construction shall not include installation of DS0s or DS1s inside incorporated city limits (i.e., Company shall install DS0s or DS1s inside incorporated city limits pursuant to the NOP. Company may not impose special construction charges on installation of DS0s or DS1s inside incorporated city limits). Special Construction SOEN TSO shall have the meaning as set forth in Section 3.5 of the Agreement. Standard PVC shall mean a PVC with a prescribed CIR with service option increments of 0/16/32/48;64/128/256/384/512/640/768/896/1008/1024; 1.544/ Kbps/Mbps increments up to DS-3. Subcontractor shall have the meaning set out in Section 19.4 of the Agreement. Technical Issue shall have the meaning set out in Section 17.3 of the Agreement. Term means that period of time beginning on the Effective Date and ending upon the termination or natural expiration of this Agreement, as set forth in Section 13 of the Agreement Appendix 2 Definitions State of Oregon Contract Number: 1195

126 Termination Charges shall have the meaning as set out in Appendices 1, 16, [and] 18 of the Agreement. Transfer includes, without limitation, the following: (a) a merger or any other combination of an entity with another party; (b) any transaction or series of transactions whereby a third party acquires direct or indirect power to control the management and policies of Company whether through the acquisition of voting securities, by contract, or otherwise; (c) the sale or other transfer of any part of the business obligated or benefiting from this Agreement or any other substantial portion of assets (whether in a single transaction or series of transactions), or (d) the transfer of any rights or obligations in the course of a liquidation or other similar reorganization of an entity. Transition Period shall have the meaning set out in Section of the Agreement. Uniform Call Distributor System or UCD System means a device for allocating incoming calls uniformly among a group of people. Uniform Service Order Code or USOC means that is used in the service order process to provision, bill and maintain services and equipment. User Network Interface or UNI describes the specifications for the procedures and protocols between user equipment and the Frame Relay Network. Verizon territory means the geographic franchise area where Verizon traditionally is obligated to furnish telecommunication service(s), and where Verizon owns, maintains and installs the facilities and plant to provide the telecommunication service(s). Voice Services means Centrex Prime Services, digital switch services, primary rate ISDN service, DS1, DS3 and Voice Grade 32 & 33 as set out in Appendix 1 of the Agreement. Voice Services Project Plan shall have the meaning set out in Appendix 1A of the Agreement. Wide Area Telecommunications Service Band or WATS Band means a discounted toll service provided by all long distance and local phone companies Appendix 2 Definitions State of Oregon Contract Number: 1195

127 Appendix 3 Frame Relay Services Service Level Agreement Version: SOEN With Amendment 1 (signed 12/03/2002) Section A. Quality of Service This Section specifies the applicable Service Level Guarantees to be provided by Company to DAS IRMD for Frame Relay Services. 1. Service Level Guarantees. 1.1 CenturyTel Temporary Waiver. For a ninety (90) day period from the Effective Date, DAS IRMD shall waive the remedies set out in the SLAs only with regard to CenturyTel, a member of the Consortium. During that ninety (90) day period, Company shall negotiate in good faith with CenturyTel to obtain its full participation in the SLAs. In the event Company is unable to negotiate with CenturyTel an acceptance of the remedies set out in the SLAs, the Parties shall negotiate a mutually agreeable alternative. 1.2 Network Performance. There will be end-to-end connectivity of all network circuits. The circuits will be correctly configured according to the minimum throughputs as specified for the round trip delay times on standard and priority PVCs Network Availability. Network Availability shall be no less than ninetynine point eight percent (99.8 %) (i.e., circuits are functioning with no loss of service seven (7) days a week, twenty-four (24) hours a day, three hundred sixty five (365) days a year, (and have the ability to assess individual PVC performance). Availability is measured over a calendar month and based on total circuit outage time, excluding Force Majeure outage and scheduled maintenance. Components included in the calculations of Network Availability include all components of DAS IRMD s Frame Relay Network from Demarc to Demarc, e.g., switch, IOF, trunks, local loop. Network Availability is calculated as: Number of DAS IRMD circuits x twenty-four (24) hours x sixty (60) minutes x number of days in the month less total number of outage minutes divided by number of DAS IRMD circuits x twenty-four (24) hours x sixty (60) minutes x number of days in the month Appendix 3 Frame Relay Services SLA State of Oregon Contract Number: 1195

128 1.2.2 Round-Trip Delay Time. (a) Round-Trip Delay Time on any standard PVC will not exceed two hundred (200) milliseconds, ninety-nine point nine percent (99.9%) of the time in any given month. (b) Round Trip Delay Time on any priority PVC will not exceed one hundred sixty (160) milliseconds, ninety-nine point nine percent (99.9%) of the time in any given month. Round-Trip Delay Time shall be measured from DAS IRMD Demarc to DAS IRMD Demarc according to the methodology prescribed in the NOP, and by utilizing end-to-end ping testing not to exceed one switch per independent frame service area. Example 1: 100 bursts exceeded 160 ms ,000 = x 100 = % This result is out of compliance by % Example 2: 30 bursts exceeded 160 ms ,000 = x 100 = % This result is in compliance as it is less than zero point one percent (0.1%) Round Trip Packet Delay Variable Time. Round Trip Packet Delay Variable Time measures in packet jitter on Priority PVCs and will not exceed ±10 percent variance (measuring DAS IRMD Demarc to DAS IRMD Demarc) LATA NNI and Consortium NNI Capacity. LATA NNI and Consortium NNI Capacity shall be sufficient to enable DAS IRMD to move all traffic across the network in compliance with the other Service Level Guarantee s set out in this Agreement. Company shall notify DAS IRMD when traffic is near NNI Capacity, and DAS IRMD shall have three (3) business days to approve additional infrastructure orders. Company will not have to provide service level remedies on LATA NNI failures where Company is not the provider of record for the LATA NNI services Time to Repair Critical Outages. Time to Repair Critical Outages shall be such that one hundred percent (100%) of all Critical Outages will be corrected within four (4) hours of the commencement of the Critical Outage. By mutual consent, both Parties may waive in writing this restriction when the circumstances are such that the Critical Outage Appendix 3 Frame Relay Services SLA State of Oregon Contract Number: 1195

129 requires longer than four (4) hours repair time. Critical Outage does not apply if the cause results from Force Majeure. Examples of Critical Outage(s) that affect multiple customers are: NNI failure; Frame relay switch failure; or DS3 or above failure Time to Repair Non-Critical Outages. Time to Repair Non-Critical Outages shall be such that ninety-nine percent (99%) of all Non-Critical Outages will be corrected within the following time frames from the occurrence of the Non-Critical Outage: Four (4) hours to repair, if notification and confirmation is received between 8:00 a.m. to 5:00 p.m., Pacific Time, Monday through Friday. Eight (8) hours to repair, if notification and confirmation is received between 5:01 p.m. to 7:59 a.m., Pacific Time, Monday through Friday. Eight (8) hours to repair, if notification and confirmation is received between 5:01 p.m. to 7:59 a.m., Pacific Time, Friday to Monday, and holidays. A Non-Critical Outage does not apply if the cause results from Force Majeure. By mutual consent, both parties may waive this restriction when circumstances are such that the non-critical outage requires longer than four (4) or eight (8) hours repair time. 1.3 Network Performance Failure Remedies. In the event Company failures to meet the Services Level Guarantees in Section 1, then the following remedies shall apply: Network Availability. For the stated percent decrease in Network Availability, Company shall credit DAS IRMD with the following dollar amounts on DAS IRMD invoice for that month: Appendix 3 Frame Relay Services SLA State of Oregon Contract Number: 1195

130 Decrease Dollar Network Availability USOC Credit 99.71%-99.79% R5CKA $ %-99.70% R5CKB $ 1, % % R5CKC $10, or smaller R5CKD $20, If the Network Availability is ninety-nine point seventy-nine percent (99.79%) or smaller at the end of the second consecutive calendar month, the charge will be one hundred twenty-five percent (125%) of the amount above. If, at the end of the third consecutive month, the Network Availability remains at ninety-nine point seventy-nine percent (99.79%) or smaller, the charge will be two hundred percent (200%) of the amount that would have been levied in the first month of non-compliance. If there is a decrease in total Network Availability below ninety-nine point eight percent (99.8%) or less, then Company shall assign an engineering team to examine the network for problems and identify a solution to return the total circuit availability to at least ninety-nine point eight percent (99.8%). Company shall use commercially reasonable efforts to implement the solution and repair the network such that it can meet the total Network Availability guarantee Round Trip Delay Time. For the stated percent increase in Round-Trip Delay Time, two hundred (200) milliseconds for PVCs and one hundred sixty (160) milliseconds for Priority PVCs, Company shall credit DAS IRMD with the following percentage of DAS IRMD s invoice for that month: % Decrease Monthly From RTDT USOC $ Credit 0.01% R5CKE $ % R5CKF $ 1, % R5CKG $ 5, % R5CKH $10, When the percent of time of Round-Trip Delay Time, in any given month, does not meet or exceed the standard for Round Trip Delay Time, then Company shall assign an engineering team to examine the network for problems and identify a solution to return the Round-Trip Delay Time to at least ninety-nine point nine percent (99.9%). Company shall use commercially reasonable efforts to implement the solution and repair the network such that it can meet the Round-Trip Delay Time guarantee Appendix 3 Frame Relay Services SLA State of Oregon Contract Number: 1195

131 If, during the term of the Agreement, Round-Trip Delay Time is less than ninety-nine point nine percent (99.9%) two (2) or more consecutive months for either PVCs or Priority PVCs, then DAS IRMD shall receive a credit on monthly charges: #Months Monthly RTDT Failure USCO $ Credit 2 months $ 5, months or more $10, Round Trip Packet Delay Variable Time. Company will use commercially reasonable efforts to meet the Round-Trip Packet Delay Variable Time LATA NNI and Consortium NNI Capacity. Company will use commercially reasonable efforts to meet this NNI Capacity Service Level Guarantee Time to Repair Critical Outages. All remedies for failure to repair Critical Outages are based upon a Contract Year and cannot be carried over to subsequent Contract Years. 1st Occurrence- Two Thousand Five Hundred Dollars ($2,500) 2nd and all subsequent occurrences in the year Five Thousand Dollars ($5,000) for each occurrence Time to Repair Non-Critical Outages. Normal Business Hours, 8:00 a.m.- 5:00 p.m. Pacific Time, Monday through Friday USOC R4CAB R4CAC R4CAD R4CAE Description 4-8 hours ten percent (10%) of monthly circuit bill 8-12 hours fifteen percent (15%) of monthly circuit bill hours twenty-five percent (25%) of monthly circuit bill 16 hours plus one hundred percent (100%) of monthly circuit bill Out-of-Normal Business hours, weekends, holidays and weekday hours between 5:01 p.m. - 7:79 a.m. Pacific Time USOC Description Appendix 3 Frame Relay Services SLA State of Oregon Contract Number: 1195

132 R4CAF R4CAG R4CAH R4CAJ 8-12 hours - ten percent (10%) of monthly circuit bill hours fifteen percent (15%) of monthly circuit bill hours twenty-five percent (25%) of monthly circuit bill 20 hours plus one hundred percent (100%) of monthly circuit bill Section B. Network Maintenance And Testing 1. Network Scheduled Maintenance. Company s Network shall be available in accordance with the Service Level Guarantees set out in Section A, except during times of scheduled maintenance as agreed to by DAS IRMD. Notification shall be given by Company one hundred percent (100%) of the time to DAS IRMD within five (5) business days before scheduled maintenance or downtime is planned for each switch or facility infrastructure. Company and DAS IRMD agree that Network Maintenance shall not be scheduled during the periods of 7:00 a.m. to 6:00 p.m. Pacific Time, Monday through Friday, excluding DAS IRMD-recognized holidays. Exceptions may be made for selected Eligible Purchasers by written consent. By mutual consent, both parties may waive this restriction when delaying the maintenance may result in a disruption of service. This restriction does not apply to emergency maintenance. 2. Testing. One hundred percent (100%) of all circuit installations will be tested and found to be fully functional after the installation of customer premise equipment. This Guarantee excludes customer owned premise wire between the Company Demarc and the customer owned terminating data jack or port. 3. Notification. Company shall pay DAS IRMD Five Hundred Dollars ($500.00), which the Parties agree is reasonable, for every failure to notify. Section C. Reporting 1. The following reports shall be generated accurately detailing information necessary for DAS IRMD to validate Company s Network. 1.1 Round Trip Delay Time. For each month, by the tenth (10th) calendar day of each following month, or in the event this date falls on a weekend or holiday, the next business day, DAS IRMD will report to Company in an electronic report the data supporting the measurement of Round-Trip Delay Time, including data for each circuit tested, circuit identification number, and all test data associated with the circuit. 1.2 Round Trip Packet Delay Variable Time. For each month, by the tenth (10th) calendar day of each following month, or in the event this date falls on a weekend or holiday, the next business day, DAS IRMD will report to Company in an electronic report the data supporting the measurement of Round-Trip Packet Appendix 3 Frame Relay Services SLA State of Oregon Contract Number: 1195

133 Delay Variable Time, including data for each circuit tested, circuit identification number, and all test data associated with the circuit. 1.3 Network Availability. For each month, by the tenth (10th) calendar day of each following month, or in the event this date falls on a weekend or holiday, the next business day, Company will report to DAS IRMD or its delegated authorities in an electronic report the data supporting circuit availability, including listing loss of service on all circuits occurring in the preceding month, including circuit identification number, service outage, service outage start time, site address, and LEC serving the PVC. 1.4 LATA NNI and Consortium NNI Capacity. Company shall provide DAS IRMD a weekly NNI Capacity report identifying the utilization performance of each NNI. 1.5 Time to Repair Critical Outages. For each month, by the tenth (10th) calendar day of each following month, or in the event this date falls on a weekend or holiday, the next business day, Company will report to DAS IRMD or its delegated authorities in an electronic report the data supporting Time to Repair Critical Outages, including lost time of service greater than four (4) hours per incident, outage date, start time, end time, and root cause of outage. 1.6 Time to Repair Non-Critical Outages. For each month, by the tenth (10th) calendar day of each following month, or in the event this date falls on a weekend or holiday, the next business day, Company will report to DAS IRMD or its delegated authorities in an electronic report the data supporting Time to Repair Non-Critical Outages, including detailing by PVC identification number those PVCs that have had loss of service greater than four (4) hours per incident, outage date, start time, end time, and root cause of outage. 1.7 Notification. DAS IRMD will maintain an accounting of each failure to notify event and when scheduled downtime exceeds four (4) hours. 1.8 Testing. Company shall pay DAS IRMD Five Hundred Dollars ($500.00), which the Parties agree is reasonable, for each failure to comply with the testing Service Level Guarantee Appendix 3 Frame Relay Services SLA State of Oregon Contract Number: 1195

134 Appendix 3A Centrex Prime Service - Service Level Agreement and Service Quality Section A. Description of Central Office Services 1. Central Office Services. Central Office Services, described as central office exchange dial tone services, are utilized to offer telephone service in Centrex, or any Centrex-like equivalent, business line services, measured or flat rated, business voice messaging; intra- DAS IRMD private line, including off premise extensions, tie lines, etc., as used to transport telephone dial tone "services to the customer s premise." Central Office Services include all terminations necessary to connect Intra-DAS IRMD private lines to Demarc for the purposes of integrating premise and Central Office telephone services. This includes, in all cases, Extended Area Service (EAS), as approved by Oregon Public Utility Commission. 1.1 Central Office Service Features. Company will provide telephone communications services through Companyowned and operated digital central offices. The service will include intra-network calling and local exchange and exchange access services over the Company s Public Switched Telephone Network (PSTN). Services will include basic (analog) station lines and/or ISDN (digital) station lines, appropriate touch tone and pulse dialing, and shall include but not be limited to the following standard set of features: Centrex Prime Standard Service Features (Note 1: Selection of these features carries additional Non-Recurring Charges as listed in Appendix 1.) Automatic Callback Call Forwarding busy Call Forward Don t Answer Call Forward Variable Call Hold Call Pickup Call Transfer/Consult/Three Way Calling Call Waiting Dial Originating, Originating, Terminating, Cancel Call Waiting Call ID Number Caller ID Name Caller ID Delivery on Call Waiting Centrex Management System (See Note 1) Conference Call 3 Way, 6 Way Centralized Answering-Attendant positions (Not CAS) Appendix 3A Centrex Prime SLA State of Oregon Contract Number: 1195

135 Direct Inward Dialing o Number Management Direct Outward Dialing o Number Management Distinctive Ring/Distinctive Call Waiting Tone Directed Call Pickup w/barge-in, non/barge-in Line hunting o Stop Hunt o MLHG o Circular o Series Individual Line Billing Intercept Intrasystem calling Message Waiting Service - Audible Night connection Outgoing Trunk Queuing Speed Calling Station Message Detail Recording, (See Note 1) call detail will be provided on the following call types: o Originating 1+ and 0+ Toll o Out WATS o Voice Grade/Foreign Exchange Channels o Directory Assistance Calls o Calls originating over Tie lines Terminal Group Station Restrictions Touch Tone Centrex Prime Standard ISDN Only Station Line Features (Centrex Prime Standard ISDN Station Lines include all Centrex Prime Standard Features except those features listed on the following page) Primary DN Secondary DN Multiple Shared Call o Appearance of DN Call Drop Call Exclusion Display Inspect Incoming Call Identification Intercom o 1,2 digit Appendix 3A Centrex Prime SLA State of Oregon Contract Number: 1195

136 o automatic Message Waiting Service o Attendant Activation Outgoing Calling Line ID Propriety Calling-incoming Ringing Option o Abbreviated o Delayed o Normal Standard Configuration Group Sub-address Reservation o Originating o Terminating Terminal Management Centrex Prime Standard Features NOT Included In an ISDN Station Line. Call Waiting Caller Identification Number Caller Identification Name Call Identify on Call Waiting Data Call Protection Distinctive Ringing/Call Waiting Tone Last Number Redial Make Set Busy Network Speed call Optional Centrex Prime Features. Integrated Voice Mail o Call Router (Attendant) o Scheduled Greetings (verbal bulletin board) o Message Notification (pager notification) o Includes support for voice mail users (currently on DAS IRMD s existing Digital Sound system) and future users. o All DAS IRMD voice mail subscribers, with authorized class of service, may forward a message to any other subscriber. Automatic Route Selection Account Codes Central Office Terminations for Tie Lines, T1, etc. PIC management subsequent to initial conversion is subject to Telephone Service Order authorization and DAS IRMD approval. Centralized and controlled service and feature management that will preclude unauthorized addition of service and/or features; such authorization is solely the prerogative of DAS IRMD Appendix 3A Centrex Prime SLA State of Oregon Contract Number: 1195

137 Agency Distributed Network Management via centralized management services, PC based tool to control service move and change activity is not available without DAS IRMD authorization. Caller Identification, calling line identification (CLID), shall be standard to all services offered herein (subject to DAS IRMD managed CPE being compatible). 2. Evergreen Technology. Company shall identify, price and make available, subject to DAS IRMD approval, such Central Office Services and product offerings/enhancements as become commercially available within the Company s offerings (this excludes third party products and services marketed by Company). The technology used to support such offerings shall be uniformly integrated with DAS IRMD s existing infrastructure of PBXs, key telephone systems, and analog services. Any variation of features or access to services will be included in implementation training. 3. Network Operations System Administration. Company can provide CMS (Centrex Management Services). The user data terminal screen fields are DAS IRMD available through a Web based access download, Graphical User Interface (GUI). The user/administrator using dial-up access can modify set features and buttons assignments. Batch processing of change requests is available. The user/administrator has the option of using CMS or having the Company complete orders. If DAS IRMD requests that Company complete rearrangements, Company will work with DAS IRMD to complete routine changes in CMS such as: button rearrangement, addition of call waiting and call forwarding etc. Any errors created by DAS IRMD in the use of CMS will not count in the penalties. DAS IRMD will provide in writing to Company their users names and authorization to be added or deleted from CMS. 3.1 CMS availability is 7x23. CMS is not available from Midnight through 1:00 A.M. Central Time. For CMS escalation, calls can placed to the Helpline Monday through Friday 7:00 A.M. through 5:00 P.M. Pacific Time by calling Section B. Quality of Service This Section specifies the applicable Service Level Guarantees to be provided by Company to DAS IRMD and the responsibilities of the Parties. 1. DAS IRMD and Company Responsibilities. 1.1 DAS IRMD and Company will work towards a mutual goal of P.01, or better grade of service, using Network Access Register (NARs) traffic studies. 1.2 Where applicable, Company will monitor the Company s Network Access Register (NARs) and report to DAS IRMD any engineering or configuration required to sustain Service Level Guarantees Appendix 3A Centrex Prime SLA State of Oregon Contract Number: 1195

138 1.3 Preventative maintenance schedules are performed based on recommendation of the manufacturer, and the specifications and requirements of Company. 1.4 All maintenance schedules, and administrative records are maintained at the serving Wire Center (common block location) and at the Switching Control Center. Documentation will be made available to DAS IRMD upon request. 1.5 Company will continuously monitor the network serving DAS IRMD, including lines/trunks taken out of service for maintenance. 1.6 Company will continuously monitor the network for performance, outages, and shall notify DAS IRMD of major switch failures. 2. Service Level Guarantees. 2.1 CenturyTel Temporary Waiver. For a ninety (90) day period from the Effective Date, DAS IRMD shall waive the remedies set out in the SLAs only with regard to CenturyTel, a member of the Consortium. During that ninety (90) day period, Company shall negotiate in good faith with CenturyTel to obtain its full participation in the SLAs. In the event Company is unable to negotiate with CenturyTel an acceptance of the remedies set out in the SLAs, the Parties shall negotiate a mutually agreeable alternative. 2.2 Centrex Prime Service Availability. Company warrants that the Centrex Prime Service availability provided to DAS IRMD for any twelve (12) month period will remain at or above ninety-nine point nine seven five percent (99.975%), seven (7) days a week, twenty-four (24) hours a day, three hundred sixty five (365) days a year. Service availability refers to lines already in service, and after installation is complete, and the service accepted by DAS IRMD. This Service availability exempts mutually agreed upon downtime to accommodate Centrex Prime Service, scheduled maintenance and Force Majeure. Company shall provide monthly performance analysis report and metric reports to DAS IRMD The measurement used by Company to measure the Quality of Service for a Wire Center is based on a Defects Per Million (DPM) basis as measured at the central office. Company s goal is for less than two hundred (200) defects out of a million calls on trunks and less than fifty (50) defects out of a million calls on loops for every central office switch on a monthly basis, which equates to ninety-nine point nine seven five percent (99.975%) availability. With DPM, it is the switch and not individual customers that are measured Company will proactively respond to chronic troubles as identified in trouble ticket report metrics. Company will respond to both a Major or Minor system failure after Company has been notified by DAS IRMD, or Appendix 3A Centrex Prime SLA State of Oregon Contract Number: 1195

139 Company has identified the failure itself. A Major switch failure shall be defined as an occurrence of any or all of the following: Failures of the main switch, its common equipment or power supplies. A failure of any remote module. Failure of SMDR data collection functionality Escalation procedures. Respond within one (1) hour after DAS IRMD notification for any Major failure, seven (7) days a week, twenty-four (24) hours a day, three hundred sixty-five (365) days a year. Respond within two (2) hours after DAS IRMD notification, seven (7) days a week, twenty-four (24) hours a for any other failure, seven (7) days a week, twenty-four (24) hours a day, three hundred sixty-five (365) days a year. Customer Report to DAS IRMD any trunks out of service for maintenance longer than the scheduled maintenance duration. When switch interruptions result in the failure of Service to meet the requirements of this Service Level Agreement, Company will credit the Customer amounts of ( Out-Of-Service Credit) as set forth under penalties for the Centrex Prime trunks/lines and loops affected. 2.3 Centrex Prime Central Office Service and Service Features Availability. Company warrants that the Centrex Prime Central Office Service availability provided to DAS IRMD for any twelve (12) month will remain at or above ninety-nine point nine seven five percent (99.975%) for Centrex Prime Central Office Services identified in Section A, and ninety-nine point nine seven five percent (99.975%) availability of Service features for all DAS IRMD locations served by Company of Centrex Prime lines already installed. 2.4 Time to Repair Critical Outages. Time to repair Critical Outages shall be such that ninety-nine percent (99%) of all Critical Outages will be corrected within four (4) hours of the occurrence of the Critical Outage. By mutual consent, both Parties may waive in writing this restriction when circumstances are such that the critical outage requires longer than four (4) hours repair time. Critical Outages include: Multiple Line Failure MTTR two (2) business hours Public Safety related emergency Telephone Numbers two (2) hours SMDR data collection failure two (2) business hours Appendix 3A Centrex Prime SLA State of Oregon Contract Number: 1195

140 A failure or isolation of DAS IRMD location that in the mutual opinion of DAS IRMD and Company adversely affects DAS IRMD s business. A service failure of any high-level governmental official at any DAS IRMD location as identified by DAS IRMD. Examples of Critical Outage(s) that affect multiple customers are: Common equipment failure Local cable cut Notification of Critical Outages. Company s Service Manager will notify DAS IRMD when they have information of any Critical Outages. Notifications may be delivered by all pager types including voice, digital and voic paging. Paging initiation will occur within thirty (30) minutes of incident reporting an abnormal network condition Escalation Procedures. Critical Outages shall be escalated to the Company s Service Manager immediately 2.5 Time to Repair Non-Critical Outages. Time to Repair Non-Critical Outages shall be such that ninety-nine percent (99%) of all Non-Critical Outages will be corrected within a maximum of twenty-four (24) hours after notification of the occurrence by DAS IRMD. Non-Critical Outages involve Central Office Services where there is a single line failure. By mutual consent, both parties may waive in writing this restriction when circumstances are such that the Non-Critical Outage requires longer than twenty-four (24) hours repair time to accommodate Centrex Prime. Company warrants that less than three percent (3%) of all total stations served will be unavailable on a continuous hourly, daily or monthly period. Company has a system deployed 7x24 for monitoring of switching nodes and transport of DAS IRMD network. The monitoring system has the capability to isolate and report system performance at all levels. When available, Company will provide monthly performance analysis reports to DAS IRMD. Qwest National Account Center Time is to complete repair of Non-Critical Outage within four (4) eight (8) business hours (Monday Friday, 8:00 A.M. 5:00 P.M., Pacific Time). Repairs reported before 12:00 Noon, Pacific Time, are targeted to be completed by the afternoon of that day. Repairs reported after 12:00 Noon, Pacific Time, are targeted for the following business morning. Time-to-Repair targets for programming issues are shorter Trouble Ticket Reporting Procedures. To report an outage, DAS IRMD shall call Qwest National Account Center toll free at and needs to provide the following information: Appendix 3A Centrex Prime SLA State of Oregon Contract Number: 1195

141 The telephone number of the Centrex Prime line in need of repair. A brief description of the nature of the problem (i.e., no dial tone, noise, feature failure) The name and telephone number of a person at the site for access and/or additional information. DAS IRMD s hour of access and/or operation. The level of urgency of the problem (i.e., line failure, all service impacted, partial service impact, feature problem) Issuance of Trouble Ticket. A Centrex Prime trouble ticket is issued when DAS IRMD informs Company a station line has failed. Company will take appropriate steps to correct a station line failure if Company discovers such failure before being informed by DAS IRMD. A feature loss is not defined as a network failure, but will be included in the metric report. Company will review trouble ticket information provided by DAS IRMD by common block and system for the metrics report. Feature(s) failure caused by translation or CMS by DAS IRMD will not be included. Chronic failures are identified through the metrics report. Once a chronic failure is identified, Company will escalate to their chronic desk. The Service Manager will monitor chronic tickets Escalation Procedures. Whenever DAS IRMD sees an unusually large number of trouble tickets during an hour, a day, a week, or a month, DAS IRMD can contact the Company Service Manager. 3. Service Failure Remedies. In the event Company fails to meet the Services Level Guarantees in Section 2, the following remedies shall apply: 3.1 Central Office Service. Duration of Central Office Service Interruption: Up to two (2) hours - zero percent (0%) credit of monthly billing Over two (2) hours and up to eight (8) hours ten percent (10%) credit of monthly billing. Over eight (8) hours and up to twenty-four (24) hours fifty percent (50%) credit of monthly billing. Over twenty-four (24) hours one hundred percent (100%) credit of monthly billing. If there are two (2) or more interruptions in any given month and those interruptions are over twenty-four (24) hours each, the maximum monthly Out- Of-Service penalty allowance for availability and interruptions combined shall not Appendix 3A Centrex Prime SLA State of Oregon Contract Number: 1195

142 exceed one hundred percent (100%) of two (2) months total billing in any twelve (12) month period. 3.2 Centrex Prime Service Critical Outage Penalty. For each major failure where three percent (3%) of all existing station lines that have been out of service for > one (1) hour, Company shall pay DAS IRMD Five Hundred Dollars ($500.00), which the Parties agree is reasonable. 3.3 When a repair call is initiated by DAS IRMD, Company shall charge DAS IRMD for a repair visit to the State premises when the service difficulty is determined to be the result of the use of DAS IRMD s premises equipment. If a repair visit is required to the State premises, the charges will be based on the following: Basic Time, per technician. Minimum charge: 1½ hour or fraction thereof. Each additional ½ hour or fraction thereof. Overtime, per technician. Minimum charge: 1½ hour or fraction thereof. Each additional ½ hour or fraction thereof. Premium Time, per technician. Minimum charge 1½ hour or fraction thereof. Each additional ½ hour thereof. No charge will apply to DAS IRMD when the trouble is found in Company s facilities or equipment. Section C. Network Maintenance 1. Notification shall be given by Company ninety-nine point ninety-nine percent (99.99%) of the time to DAS IRMD within five (5) business days before scheduled maintenance or downtime is planned for any location or facility serving a customer location which provides fire, life or safety. Company shall give notification ninety-nine point ninetynine percent (99.99%) of the time to DAS IRMD before scheduled maintenance or downtime outside the scheduled maintenance window. Scheduled maintenance window times are all Pacific Time and are 10:00 p.m., Monday through Friday, through 6:00 a.m. Tuesday through Saturday, and 10:00 p.m., Saturday through 6:00 a.m. Monday. 2. DAS IRMD shall have the right to identify key locations where DAS IRMD needs to be notified before scheduled maintenance downtime is planned for the serving location or facility serving the location. A maintenance window is a predetermined period of time during each day when specific planned maintenance and infrastructure provisioning work activities should be performed. The goal of scheduling work during maintenance windows is to ensure a minimal amount of disruption to Company customers Appendix 3A Centrex Prime SLA State of Oregon Contract Number: 1195

143 Every Company employee who performs work in the network is responsible for assessing the potential impact to customers and determining whether the work should be done during the maintenance window. If after reviewing any necessary methods or procedures risk is assessed on the potential to impact customers, a Company employee will involve the appropriate Technical Support manager for a final decision. The full range of activities and support to maintain, restore or repair all services provided under the Agreement, including a DAS IRMD toll free number for outage reporting. Notification under this section means a trouble ticket has been opened by DAS IRD and received by Qwest s National Account Center. DAS IRMD must provide Company the required information to alert Qwest s National Account Center of the nature and level of seriousness of the failure/malfunction. Response by Company under this section means having a technician monitoring and analyzing the noticed failure/malfunction either directly or remotely within the requisite time frame with the purpose of solving the failure/malfunction after opening a customer trouble ticket. Section D. Reporting 1. DAS IRMD has to specify to Company in writing which system and features it wants for purposes of Reporting. In the event DAS IRMD chooses SMDR, Company shall be responsible for the collection and aggregation of SMDR (Station Message Detail Records) call data records from all Central Office Services. The features available with SMDR include SMDR-Regional Accounting Office (RAO), which provides data records in an industry standard EMI (Exchange Message Interface) format via a magnetic tape, or SMDR- Premises (P), where data is transmitted in a flat ASCII file accessed by DAS IRMD on a daily basis via dial-up to a Company computer. DAS IRMD recognizes, as does Company, that PBX and intelligent key systems will require conversion activity on the part of DAS IRMD to prepare them to use PRI (ISDN) trunking where DAS IRMD requests SMDR. 2. SMDR-RAO records will be presented to DAS IRMD on magnetic tape, once monthly at bill time and the data will be available via the internet from Company's Web site. Company may also provide optional electronic access to SMDR-P data subject to DAS IRMD approval with standard call data delivery interval once daily. 3. Company shall provide accurate data, without duplications, on all: Originating toll Voice Channels Directory Assistance Calls Appendix 3A Centrex Prime SLA State of Oregon Contract Number: 1195

144 Local Calls Originating Tie Line Calls, if applicable Conference Calls (all) Automated Voice Processing Calls DAS IRMD is responsible for providing or purchasing necessary computer software or hardware to process SMDR data captured from different sources into an identical format. SMDR-RAO data shall be provided at bill date to DAS IRMD on magnetic tape 9 track reel to reel, 800,1600 or 6250 Bites Per Inch (BPI), odd parity, phase encoded, extended binary code, decimal interchange code (EBCDIC). Standard O.S. Data can be accessed through Internet. SMDR-P data shall be transmitted to DAS IRMD five (5) days a week Monday through Friday or seven (7) days a week Sunday through Saturday. Company will notify DAS IRMD sixty (60) days in advance of any SMDR format changes. Monthly performance is the SMDR Report. Company reserves the rights to take the SMDR-P computer off line for a period of time every night (approximately Midnight to 5:00 A.M. Mountain Time) to run backups and perform maintenance routines. 4. Centrex Prime or PBX Reports. Weekly traffic & usage reports are considered an optional feature Peg counts 7x24 Overflow 7x24 Busy hours 7x24 Company provides OAR Reports that can be found on the web at 5. Escalation procedures. DAS IRMD SMDR-P support has a 7x24 number For SMDR-RAO support the Account Consultant or representative should be contacted. 6. Report Failure. Company does not implicitly warrant SMDR from any unforeseen software or hardware problems, which may cause call detail records to be lost. Section E. Billing 1. Billing Process. By the seventh (7th) business day after the bill close, Company shall provide to DAS IRMD the billing invoice and supporting electronic or magnetic media Appendix 3A Centrex Prime SLA State of Oregon Contract Number: 1195

145 One hundred percent (100%) accuracy of billing detail and supporting records. Monthly performance is the receipt of bill. 2. Billing Adjustments. Revised invoices or billing adjustments will apply only to Company s service that can be verified by DAS IRMD, and requests for such adjustments must be submitted in writing to DAS IRMD within sixty (60) days of service delivery, shall reference the original invoice in which the error was made, and contain the level of detail required. Billing Adjustments shall not be accepted in any form other than a paper document, or mutually agreed upon documentation. 3. Billing Disputes. Failure by DAS IRMD to pay any portion of or the entire invoiced amount based on Company billing errors or disputed charges shall not constitute default under this Agreement. DAS IRMD will pay undisputed portions of disputed or incorrect invoices where DAS IRMD can easily identify the undisputed portion. Payment of an amount less than the total amount due on all unpaid invoices shall be credited as directed by DAS IRMD. In no event shall Company apply any payment or portion thereof to any particular amount or item that is subject to any claim of error or dispute between the parties. 4. Billing Agent. Company may arrange for an Agent (which may be an approved Subcontractor) to prepare and submit invoices for Service in its name, and collect it, however responsibility for accuracy and correctness of the invoice remains with Company. If Company exercises this option, payment to the invoicing Subcontractor by DAS IRMD is deemed constructive payment to Company. Company will promptly notify DAS IRMD in writing of such arrangement for invoicing and collection, including name, mailing and street addresses, and telephone number for the firm and the individual person responsible for this function, and any changes thereto. 5. Billing Notices. DAS IRMD and Company will keep each other advised in writing of the name, mailing and location addresses, and telephone number, of persons to whom notices and billing disputes under this Agreement are to be sent. At any time either party may change the person to whom notices and billing disputes are to be sent by providing like information for the new person to the other party in writing. Company may not delegate this to a Subcontractor. 6. Handling of DAS IRD Account. Company shall designate one or more Account Consultants, located in Portland, OR, who are assigned to handle DAS IRMD s account for the purposes of handling billing disputes, corrections, order processing, database posting, etc. This position shall be available to DAS IRMD during the periods 8:00 A.M. to 5:00 P.M., Pacific Time, Monday through Friday, except for State-recognized holidays. 7. Retaining Billing Records. DAS IRMD and Company will archive all billing data and keep it available for thirteen (13) months from the close date of the billing month. DAS Appendix 3A Centrex Prime SLA State of Oregon Contract Number: 1195

146 IRMD reserves the right to change the number of months the Company is required to keep billing records. 8. Billing Failure Remedy. Failure to deliver a billing, or one of the components required, shall result in DAS IRMD being released from late payment charge Section F. TSO process 1. For the purposes of purchases of Service by qualified public bodies, the TSO is used interchangeably with the Contract Release Order (CRO). This is for the purposes of utilization of existing legal authorities, policy, and procedures that enable Eligible Purchasers to take advantage of statewide master contracts, and is the only application of this exception in this Agreement. The quality of service due date is defined as when Company misses the due date more than twice when not caused by any lack of facility issues. One hundred percent (100%) of Service subsequent to initial conversion is subject to TSO authorization and DAS IRMD approval. 2. TSO Process When Infrastructure is Available. Other Analog 1 Flat Business Line three (3) business days from order date Voice Mailbox two (2) business days from order date if line is in service. Five (5) business days if supplement to new line being added. Centrex Lines New Central Office Services (common block) 1-21 lines without optional features twenty (20) business days. With optional features ICB. Over 21 Lines ICB Add to established common block 1-5 lines per location two (2) business days 6-10 lines per location five (5) business days lines per location ten (10) business days 21+ lines per location - ICB ISDN BRI thirteen (13) business days. ISDN PRI fifteen (15) business days DAS IRMD will be notified verbally of every order completion, or by other method mutually agreed upon. 3. TSO Process When Infrastructure is not Available. If infrastructure is not available, Company shall provide notification to DAS IRMD, including a detailed explanation of why the proposed order date cannot be met within regular install window, (e.g., infrastructure problems at the end site, lack of central office capacity, or trunking problems between central offices), provide a date for expected relief, and offer alternatives for temporarily meeting DAS IRMD voice services needs at the end site. Notify DAS IRMD or delegated stakeholder that the contracted commitment date cannot be met - which shall be delivered electronically Appendix 3A Centrex Prime SLA State of Oregon Contract Number: 1195

147 4. All TSOs for Centrex Prime Services that are processed by DAS IRMD and transmitted to and received by Company before 12:00 Noon, Pacific Time, will be processed that same business day. 4.1 For TSO orders received by Company before 12:00 Noon, Pacific Time, the product installation time frame will begin the next business day, where there are facilities available. 4.2 For TSO orders received by Company after 12:00 Noon, Pacific Time, the order will be processed the next business day and the installation time frame begins on the next business day following the day the order was processed. 5. Special Construction, as defined in Appendix 2, is required when DAS IRMD requests service to a location and one or more of the following conditions exist: o The facilities to provide Services are not available and, at the written request of DAS IRMD, Company designs and/or constructs facilities to provide the Services for DAS IRMD and there is no other requirement for the facilities so constructed. o At the written request of DAS IRMD, Company designs and constructs facilities of a type other than that which they would normally furnish in order to provide Services for DAS IRMD. o In order to comply with requirements specified by DAS IRMD, construction by Company involves a routing and design of facilities other than that which they would normally utilize to provide Services for DAS IRMD. o At the written request of DAS IRMD, Company designs and constructs a greater quantity of facilities than that which they would otherwise construct in order to fulfill DAS IRMD s initial requirements for Services. o The facilities to provide Services are not available and, at the written request of DAS IRMD, the Company expedites construction of the facilities at greater expense than would otherwise be incurred. DAS IRMD and Company shall negotiate and agree to a project plan for the Special Construction that will include a post-project evaluation process. Special Construction Facilities. If the facilities to provide Services are not available but will be available within six (6) months from date of the Special Construction SOEN TSO, and, at the written request of DAS IRMD, Company designs and constructs temporary facilities to provide Services for the period during which the permanent facilities are Appendix 3A Centrex Prime SLA State of Oregon Contract Number: 1195

148 under construction. DAS IRMD will be charged a reasonable construction charge for such temporary facilities. 6. Escalation procedures. If due date is missed and facilities are available, the due date is scheduled for the following business day. If the Company cannot complete due date the following business day, Company must negotiate with DAS IRMD on a new firm due date agreeable to both parties. The re-scheduled firm due date cannot exceed the original interval. 7. TSO Failure Remedies. Missed due date 0% Penalty Missed re-scheduled due date Company shall not charge DAS IRMD the NRCs for each Centrex Prime line not installed on the due date Appendix 3A Centrex Prime SLA State of Oregon Contract Number: 1195

149 Appendix 3B Facility Based Services - Service Level Agreement and Service Quality Section A. Description of Facility Based Services 1. DS1 (Digital Signal, level 1) Service. DS1 Service provides for the two-way transmission of MBPS digital signals, on a point-to-point basis only. DS1 Service can be provisioned on copper, fiber, or other suitable facilities, at the discretion of the Company. DS1 Service may be used for the transmission of voice, data, and video signals or any combination thereof. DS1 Service is provided between two customerdesignated premises, between a customer-designated premise and a contractor serving wire center, or between Company serving wire centers. 2. DS3 Service. DS3 Service provides a high capacity channel for the transmission of MBPS isochronous serial data having a line code of bipolar three zero substitution (B3ZS). 3. DDS & PRS Service. DDS & PRS (Direct Digital Service & Primary Rate Service) as applied to dial tone for voice system trunking & ISDN applications. This single channel of a DS1 facility is limited to 56/64 KBPS bandwidth. 4. VG 32 & 33 Service. VG 32 & 33 (Voice Grade 32) as used for off premise extensions, etc. VG 33 (Voice Grade 33) including four (4) wire E&M, two (2) wire ground start and two (2) wire E&M. 5. PS/ALI. PS/ALI is the standard capability to communicate the specific geographic station location to the Public Safety Answering Point (PSAP). Company will provide PS/ALI at the request of DAS IRMD. Section B. Quality of Service This Section specifies the applicable Service Level Guarantees to be provided by Company to DAS IRMD. 1. Service Level Guarantees. 1.1 CenturyTel Temporary Waiver. For a ninety (90) day period from the Effective Date, DAS IRMD shall waive the remedies set out in the SLAs only with regard to CenturyTel, a member of the Consortium. During that ninety (90) day period, Company shall negotiate in good faith with CenturyTel to obtain its full participation in the SLAs. In the event Company is unable to negotiate with CenturyTel an acceptance of the remedies set out in the SLAs, the Parties shall negotiate a mutually agreeable alternative Appendix 3B Facility Based SLA State of Oregon Contract Number: 1195

150 1.2 DS1 Service. Service standards shall be in accordance with Oregon Private Line Transport Services Tariff, PUC Oregon No. 28, Section 5, and others as applicable. DS1 Service is interrupted when it becomes unusable to DAS IRMD because of a failure of facilities used to furnish service. An interruption starts when an inoperative service is reported to Company or Company becomes aware of a service interruption and ends when the service is operative. DS1 Service Performance Measure: 100% availability to the engineered service ordered by DAS IRMD 100% management of all Company s facilities based services serving DAS IRMD Escalation procedures. Company assures that all service interruptions for DS1 Service will be restored within four (4) hours from the time the interruption is reported by DAS IRMD, or Company becomes aware of a service interruption. Failure to meet this commitment will result in a credit allowance as set forth below. The following levels of escalation are available to DAS IRMD: Monday-Friday, (all times are in Pacific Time): 1st Escalation point: Darren Nicholson N.A.C. Manager pgr nd Escalation point: Cheryl Tong Operations Manager pgr rd Escalation point: Kevin Wilson Director pgr x Out of Hours Monday-Friday: 1st Escalation point: Evening/Night Manager pgr: Appendix 3B Facility Based SLA State of Oregon Contract Number: 1195

151 2nd Escalation point: Cheryl Tong Operations Manager pgr rd Escalation point: Kevin Wilson Director pgr x Out of hours Friday 2400-Monday 0800: Duty Manager Pgr DS3 Service. Service standards shall be in accordance with Oregon Private Line Transport Services Catalog, Section 5, and others as applicable. DS3 Service is interrupted when it becomes unusable to DAS IRMD because of a failure of facilities used to furnish service. An interruption starts when an inoperative service is reported to the Company or the Company becomes aware of a service interruption and ends when the service is operative. DS3 Service Performance Measure: 100% availability to the engineered service ordered by DAS IRMD. 100% management of all Company s facilities based services serving DAS IRMD Escalation procedures. The Company assures that all service interruptions for DS3 Service will be restored within four (4) hours from the time the interruption is reported by DAS IRMD, or Company becomes aware of a service interruption. Failure to meet this commitment will result in a credit allowance as set forth below. DS3 incident reporting of an immediate nature will notify individuals or groups of individuals as a standard operating practice of the Company. The following levels of escalation are available to DAS IRMD: Monday-Friday, (all times are in Pacific Time): 1st Escalation point: Darren Nicholson N.A.C. Manager pgr Appendix 3B Facility Based SLA State of Oregon Contract Number: 1195

152 2nd Escalation point: Cheryl Tong Operations Manager pgr rd Escalation point: Kevin Wilson Director pgr x Out of Hours Monday-Friday: 1st Escalation point: Evening/Night Manager pgr: nd Escalation point: Cheryl Tong Operations Manager pgr rd Escalation point: Kevin Wilson Director pgr x Out of hours Friday 2400-Monday 0800: Duty Manager Pgr DDS & PRS Service. DDS & PRS Service standards shall be in accordance with Oregon Exchange and Network Services Tariff, PUC Oregon No. 29, Sections 14 and 15, and others as applicable. DDS & PRS Service is interrupted when it becomes unusable to DAS IRMD because of a failure of facilities used to furnish service. An interruption starts when an inoperative service is reported to Company or Company becomes aware of a service interruption and ends when the service is operative. DDS & PRS Service Performance Measure: Appendix 3B Facility Based SLA State of Oregon Contract Number: 1195

153 100% availability to the engineered service ordered by DAS IRMD. 100% management of all Company s facilities based services serving DAS IRMD Escalation procedures. The Company assures that all service interruptions for DS3 Service will be restored within four (4) hours from the time the interruption is reported by DAS IRMD, or Company becomes aware of a service interruption. Failure to meet this commitment will result in a credit allowance as set forth below. The following levels of escalation are available to DAS IRMD: Monday-Friday, (all times are in Pacific Time): 1st Escalation point: Tom Wooldridge N.A.C. Manager pgr nd Escalation point: Cheryl Tong Operations Manager pgr rd Escalation point: Kevin Wilson Director pgr x Out of Hours Monday-Friday: 1st Escalation point: Evening/Night Manager pgr: nd Escalation point: Cheryl Tong Operations Manager pgr rd Escalation point: Kevin Wilson Appendix 3B Facility Based SLA State of Oregon Contract Number: 1195

154 Director pgr x Out of hours Friday 2400-Monday 0800: Duty Manager Pgr Version: SOEN With Amendment 1 (signed 12/03/2002) 1.5 VG 32 & 33 Service. VG 32 & 33 Service standards shall be in accordance with Oregon Private Line Transport Services Tariff, PUC Oregon No. 28, Section 5, and others as applicable. VG 32 & 33 Service is interrupted when it becomes unusable to DAS IRMD because of a failure of facilities used to furnish service. An interruption starts when an inoperative service is reported to the Company or Company becomes aware of a service interruption and ends when the service is operative. VG 32 & 33 Service Performance Measure: 100% availability to the engineered service ordered by DAS IRMD. 100% management of all Company s facilities based services serving DAS IRMD Escalation procedures. The following levels of escalation are available to DAS IRMD: Monday-Friday, (all times are in Pacific Time): 1st Escalation point: Tom Woolridge DS0 N.A.C. Manager pgr nd Escalation point: Cheryl Tong Operations Manager pgr rd Escalation point: Kevin Wilson Director pgr x Out of Hours Monday-Friday: Appendix 3B Facility Based SLA State of Oregon Contract Number: 1195

155 1st Escalation point: Evening/Night Manager pgr: nd Escalation point: Cheryl Tong Operations Manager pgr rd Escalation point: Kevin Wilson Director pgr x Out of hours Friday 2400-Monday 0800: Duty Manager Pgr PS/ALI. PS/ALI shall comply with all DAS IRMD applicable standards of emergency management. 2. Service Failure Remedies. In the event Company fails to meet the Service Level Guarantees in Section 1, the following remedies shall apply: 2.1 DS1 Service. In case of an interruption to DS1 Service, allowance for the period of interruption, if not due to the negligence of DAS IRMD shall be as follows: Four (4) hours to < Eight (8) hours = Sixty Dollars ($60.00) Eight (8) hours to < Sixteen (16) hours = Seventy Dollars ($70.00) Sixteen (16) hours to < Twenty-four (24) hours = Eighty Dollars ($80.00) > Twenty-four (24) hours = One Hundred Dollars ($100.00) No Penalty will apply to Company when: Interruptions caused by the negligence of DAS IRMD. Interruptions due to the failure of equipment or systems provided by DAS IRMD or others. Interruptions of service during any period Company is not afforded access to the premises where the DS1 Service is terminated Appendix 3B Facility Based SLA State of Oregon Contract Number: 1195

156 Interruptions of the DS1 Service when DAS IRMD has released the service to the Company for maintenance purposes, to make rearrangements, or for the implementation of an order for a change in service during the time that was negotiated with DAS IRMD prior to the release of the DS1 Service. When a repair call is initiated by DAS IRMD, Company shall charge DAS IRMD for a repair visit to the State premises when the service difficulty is determined to be the result of the use of DAS IRMD s premises equipment. If a repair visit is required to the State premises, the charges will be based on the following: Basic Time, per technician, Minimum charge: 1½ hour or fraction thereof. Each additional ½ hour or fraction thereof. (Rates are specified in the appropriate tariff). Overtime, per technician, Minimum charge: 1½ hour or fraction thereof. Each additional ½ hour or fraction thereof. Premium Time, per technician, Minimum charge: 1½ hour or fraction thereof. Each additional ½ hour or fraction thereof. No charge will apply to DAS IRMD when the trouble is found in Company s facilities or equipment. 2.2 DS3 Service. In case of an interruption to DS3 Service, allowance for the period of interruption, if not due to the negligence of DAS IRMD shall be as follows: No credit shall be allowed for an interruption of less than thirty (30) minutes. DAS IRMD will be credited for an interruption of thirty (30) minutes or more at the rate of 1/1440 of the monthly charges for that service. The monthly charge shall be the total of all the monthly rate elements associated with the portion of the service that is inoperative. When a repair call is initiated by DAS IRMD, Company shall charge DAS IRMD for a repair visit to the State premises when the service difficulty is determined to be the result of the use of DAS IRMD s premises equipment. If a repair visit is required to the State premises, the charges will be based on the following: Basic Time, per technician, Minimum charge: 1½ hour or fraction thereof. Each additional ½ hour or fraction thereof. (Rates are specified in the appropriate tariff). Overtime, per technician, Minimum charge: 1½ hour or fraction thereof. Each additional ½ hour or fraction thereof. Premium Time, per technician, Minimum charge: 1½ hour or fraction thereof. Each additional ½ hour or fraction thereof Appendix 3B Facility Based SLA State of Oregon Contract Number: 1195

157 No charge will apply to DAS IRMD when the trouble is found in Company s facilities or equipment. 2.3 DDS & PRS Service. In case of an interruption to DDS Service, allowance for the period of interruption, if not due to the negligence of DAS IRMD shall be as follows: No credit shall be allowed for an interruption of less than thirty (30) minutes. DAS IRMD will be credited for an interruption of thirty (30) minutes or more at the rate of 1/1440 of the monthly charges for that service. The monthly charge shall be the total of all the monthly rate elements associated with the portion of the service that is inoperative. When a repair call is initiated by DAS IRMD, Company shall charge DAS IRMD for a repair visit to the State premises when the service difficulty is determined to be the result of the use of DAS IRMD s premises equipment. If a repair visit is required to the State premises, the charges will be based on the following: Basic Time, per technician, Minimum charge: 1½ hour or fraction thereof. Each additional ½ hour or fraction thereof. (Rates are specified in the appropriate tariff). Overtime, per technician, Minimum charge: 1½ hour or fraction thereof. Each additional ½ hour or fraction thereof. Premium Time, per technician, Minimum charge: 1½ hour or fraction thereof. Each additional ½ hour or fraction thereof. No charge will apply to DAS IRMD when the trouble is found in Company s facilities or equipment. 2.4 VG 32 & 33 Service. In case of an interruption to VG 32 & 33 Service, allowance for the period of interruption, if not due to the negligence of DAS IRMD shall be as follows: No credit shall be allowed for an interruption of less than thirty (30) minutes. DAS IRMD will be credited for an interruption of thirty (30) minutes or more at the rate of 1/1440 of the monthly charges for that service. The monthly charge shall be the total of all the monthly rate elements associated with the portion of the service that is inoperative. When a repair call is initiated by DAS IRMD, Company shall charge DAS IRMD for a repair visit to the State premises when the service difficulty is determined to be the result of the use of DAS IRMD s premises equipment. If a repair visit is required to the State premises, the charges will be based on the following: Appendix 3B Facility Based SLA State of Oregon Contract Number: 1195

158 Basic Time, per technician, Minimum charge: 1½ hour or fraction thereof. Each additional ½ hour or fraction thereof. (Rates are specified in the appropriate tariff). Overtime, per technician, Minimum charge: 1½ hour or fraction thereof. Each additional ½ hour or fraction thereof. Premium Time, per technician, Minimum charge: 1½ hour or fraction thereof. Each additional ½ hour or fraction thereof. No charge will apply to DAS IRMD when the trouble is found in Company s facilities or equipment. Section C. Network Maintenance 1. Notification shall be given by Company ninety nine point ninety nine percent (99.99%) of the time to DAS IRMD before scheduled maintenance or downtime outside the scheduled maintenance window. Scheduled maintenance window is 10:00 P.M. through 6:00 A.M., Pacific Time, Monday through Friday, through 6:00 A.M., Pacific Time, through Tuesday through Saturday and 10:00 P.M., Pacific Time, Saturday and 6:00 A.M. through Monday, Pacific Time. 2. Company will also provide the full range of activities and support to maintain, restore or repair all services provided under the tariff, including a statewide toll free number for outage reporting. Section D. Billing 1. Billing Process. Company shall provide to DAS IRMD the billing invoice and supporting electronic or magnetic media. Billing Service Performance Measure: 100% accuracy of billing detail and supporting records. Monthly performance is the receipt of the bill. 2. Billing Adjustments. Revised invoices or billing adjustments will apply only to Company s service that can be verified by DAS IRMD, and requests for such adjustments must be submitted in writing to DAS IRMD within sixty (60) days of service delivery and shall reference the original invoice in which the error was made. Adjustments shall not be accepted in any form other than a paper document or mutually agreed documentation. 3. Billing Disputes. Failure by DAS IRMD to pay any portion of or the entire invoiced amount based on Company billing errors or disputed charges shall not constitute default under this Agreement. DAS IRMD will pay undisputed portions of disputed or incorrect invoices where DAS IRMD can easily identify the undisputed portion. Payment of an Appendix 3B Facility Based SLA State of Oregon Contract Number: 1195

159 amount less than the total amount due on all unpaid invoices shall be credited as directed by DAS IRMD. In no event shall Company apply any payment or portion thereof to any particular amount or item that is subject to any claim of error or dispute between the parties. 4. Billing Agent. Company may arrange for an Agent (which may be an approved Subcontractor) to prepare and submit invoices for service in its name and collect it, however, responsibility for accuracy and correctness of the invoice remains with Company. If Company exercises this option, payment to the invoicing Subcontractor by DAS IRMD is deemed constructive payment to Company. Company will promptly notify DAS IRMD in writing of such arrangement for invoicing and collection, including name, mailing and street addresses and telephone number for the firm and the individual person responsible for this function, and any changes thereto. 5. Billing Notices. DAS IRMD and Company will keep each other advised in writing of the name, mailing and location addresses, and telephone number of persons to whom notices and billing disputes under this Agreement are to be sent. At any time either party may change the person to whom notices and billing disputes are to be sent by providing like information for the new person to the other party in writing. Company may not delegate this to a Subcontractor. 6. Handling of DAS IRMD Account. Company shall designate one or more Account Consultants, located in Portland, OR, who are assigned to handle DAS IRMD s account for the purposes of handling billing disputes, corrections, order processing, database posting, etc. This position shall be available to DAS IRMD during the periods 8:00 A.M. to 5:00 P.M., Pacific Time, Monday through Friday, except for State-recognized holidays. 7. Retaining Billing Records. DAS IRMD and Company will archive all billing data and keep it available for thirteen (13) months from the close date of the billing month. DAS IRMD reserves the right to change the number of months Company is required to keep billing records. 8. Billing Failure Remedy. Failure to deliver a billing, or one of the components required, shall result in DAS IRMD being released from late payment charge. Section E. TSO process 1. For the purposes of purchases of Service by Eligible Purchasers, the TSO is used interchangeably with the Contract Release Order (CRO). This is for the purposes of utilization of existing legal authorities, policy, and procedures that enable Eligible Purchasers to take advantage of statewide master contracts, and is the only application of this exception in this Agreement Appendix 3B Facility Based SLA State of Oregon Contract Number: 1195

160 2. TSO Process When Infrastructure is Available. DAS IRMD will be notified verbally of every order completion. If due date is missed and facilities are available, the due date is scheduled for the following business day. If the Company can t complete due date on the following business day, Company must negotiate with DAS IRMD a new firm due date agreeable to both parties. A Re-scheduled due date cannot exceed original interval. (High & Low density is determined by exchange. If either end is low density, the entire circuit is low density.) DS1 Nine (9) business days high density Nine (9) business days low density DS3 Seven (7) business days high density Nine (9) business days low density DDS 56/64 KBPS 1 8 circuits Five (5) business days high density 1 8 circuits Six (6) business days low density 9 24 circuits Seven (7) business days for high density 9-24 circuits Eight (8) business days for low density 25+ circuits - ICB ISDN BRI Thirteen (13) business days. ISDN PRI 1-3 DS1s Nine (9) business days & Twelve (12) business days for trunks 4-6 DS1s Twelve (12) business days & Sixteen (16) business days for the trunks 7-9 DS1s Thirteen (13) business days & Twenty (20) business days for the trunks DS1s Seventeen (17) business days and Twenty four (24) business days for the trunks ICB Voice Grade 32 & circuits Five (5) business days high density 1 8 circuits Six (6) business days low 9 16 circuits Six (6) business days for high density 9-16 circuits Seven (7) business days for low density circuits Seven (7) business days for high density circuits Eight (8) business days for low density 25+ circuits - ICB Other Analog 1Flat Business Line (FB) Two (2) Three (3) business days from order date Appendix 3B Facility Based SLA State of Oregon Contract Number: 1195

161 OPX Five (5) business days from order (intra-exchange) Version: SOEN With Amendment 1 (signed 12/03/2002) 3. TSO Process When Infrastructure is not Available. If infrastructure is not available at the Site Address or Central Office service the Site Address, Company shall provide notification to DAS IRMD, including a detailed explanation of why the proposed order date cannot be met within regular install window, (e.g., infrastructure problems at the end site, lack of central office capacity or trunking problems between central offices), provide a date for expected relief and offer alternatives for temporarily meeting DAS IRMD voice services needs at the end site. Company shall notify DAS IRMD or delegated stakeholder that the contracted commitment date cannot be met, which shall be delivered electronically. 4. All TSOs for Facility Based Services that are processed by DAS IRMD and transmitted to and received by Company before 12:00 Noon, Pacific Time, will be processed that same business day. 4.1 For TSO orders received by Company before 12:00 Noon, Pacific Time, the product installation time frame will begin the next business day, where there are facilities available. 4.2 For TSO orders received by Company after 12:00 Noon, Pacific Time, the order will be processed the next business day and the installation time frame begins on the next business day following the day the order was processed. 5. Special Construction. Special Construction, as defined in Appendix 2, is required when DAS IRMD requests service to a location and one or more of the following conditions exist: The facilities to provide Services are not available and, at the written request of DAS IRMD, Company designs and constructs facilities to provide the Services for DAS IRMD and there is no other requirement for the facilities so constructed. At the written request of DAS IRMD, Company designs and constructs facilities of a type other than that which they would normally furnish in order to provide Services for DAS IRMD. In order to comply with requirements specified by DAS IRMD, construction by Company involves a routing and design of facilities other than that which they would normally utilize to provide Services for DAS IRMD. At the written request of DAS IRMD, Company designs and constructs a greater quantity of facilities than that which they would otherwise construct in order to fulfill DAS IRMD s initial requirements for Services Appendix 3B Facility Based SLA State of Oregon Contract Number: 1195

162 The facilities to provide Services are not available and, at the written request of DAS IRMD, the Company expedites construction of the facilities at greater expense than would otherwise be incurred. DAS IRMD and Company shall negotiate and agree to a project plan for the Special Construction that will include a post-project evaluation process. Special Construction Facilities. The facilities to provide Services are not available but will be available within six (6) months from the date of the Special Construction SOEN TSO and, at the written request of DAS IRMD, Company constructs temporary facilities to provide Services for the period during which the permanent facilities are under construction. DAS IRMD will be charged a reasonable construction charge for such temporary facilities Appendix 3B Facility Based SLA State of Oregon Contract Number: 1195

163 Appendix 4 Initial Firm Order Commitment for Frame Relay Services Appendix 4 - Initial Firm Order Commitment for Frame Relay Services State of Oregon Contract Number: 1195

164 Phone: Status Address: Version: SOEN With Amendment 1 (signed 12/03/2002) Appendix 5 Form of Firm Order Commitment for Frame Relay Services Site Location: Site Address: Site City: Site Zip Code: Site Contact: Site Phone #: Site Address: Service Options Circuit Bandwidth: Installation Home Circuit ID: DLCI Request Date NG2000 bill to DVS unique Department Code Additional Comments DATE/TIME/INITIALS Company has accepted TSO on [date] and confirmed install request date; Service Order is now FOC Appendix 5 - Form of FOC for Frame Relay Services State of Oregon Contract Number: 1195

165 Agency Number: Agency Contact: Phone: Status Address: Appendix 5A Form of SOEN TSO for Frame Relay Services Cost Center: Router Name DVS Only Site Location: Site Address: Site City: Site Zip Code: Site Contact: Site Phone #: Site Address: Service Options Circuit Bandwidth: Installation Home Circuit ID: DLCI Request Date NG2000 bill to DVS unique Department Code Additional Comments Appendix 5A - Form of SOEN TSO for Frame Relay Services State of Oregon Contract Number: 1195

166 TELECOMMUNICATIONS SERVICE ORDER -- PLEASE TYPE Appendix 5B Form of SOEN TSO for Voice Services Version: SOEN With Amendment 1 (signed 12/03/2002) Agency Control # Date # Appendix 5B - Form of SOEN TSO for Voice Services State of Oregon Contract Number: 1195

167 Appendix 6 Network Operations Plan Version: SOEN With Amendment 1 (signed 12/03/2002) QWEST and STATE OF OREGON NETWORK OPERATIONAL PLAN Document Version: Version 1.2 Date: July 8, Appendix 6 Network Operations Plan State of Oregon Contract Number: 1195

168 1.0 Executive Summary This Network Operations Plan ("NOP") is designed to be a living document detailing how Company will provide DAS IRMD telecommunications services with technical assistance and support in meeting their ongoing business needs. It does not modify, alter or supersede any provisions of the Agreement between Company and DAS IRMD. To facilitate the smooth operation of the services provided under this Agreement, the parties will abide by the following governances to ensure successful implementation: DAS IRMD will use quality control procedures so that SOEN TSOs and other documents are submitted to Company with the proper information. Company will use quality control procedures to readily provide information on the status of SOEN TSOs and overall network performance. DAS IRMD and Company will assist in the troubleshooting of all problems and will work together identifying issues and problem resolution. This plan describes the processes, roles and responsibilities of both parties to the Agreement that will be used in implementing, managing and delivering the telecommunications services to DAS IRMD including change processes, enhancement requests, direct resource contacts and dependencies. Both Parties agree to add additional procedures for DAS IRMD Voice Services to the NOP by the eighteenth (18th) month of the Agreement, if applicable. This document will be updated at least quarterly. 2.0 Key Personnel, Roles and Responsibilities 2.1 Company s Role and Responsibilities Company personnel assigned to support this contract and its services are listed in Section DAS IRMD staff assigned to support this contract and its services are listed in Section It is the mission of the Account Team to deliver, without exception, a quality process for delivering telecommunications services to DAS IRMD. Company supports DAS IRMD s procurement processes and will utilize, to the best of its ability, all resources for improving performance and process. The role of the Account Team is to enhance the effectiveness of Company service support for DAS IRMD. The team functions as a second point of contact for repair and support issues for Company provided solutions. It is the intention to build technical liaisons between DAS IRMD technical personnel and Company technical specialists. DAS IRMD, at its discretion, may contact any Company technical support personnel that have been assigned to the account either directly or in a secondary support role. The Account Team is responsible for facilitating the communications between Company and DAS IRMD regarding all telecommunications services issues. This includes all Company provided voice, data, and video services, assisting with implementation of Company solutions, when appropriate, and helping coordinate the efforts of all Company employees involved in supporting DAS IRMD Appendix 6 Network Operations Plan State of Oregon Contract Number: 1195

169 2.1.1 Key Company Personnel and Account The Company Senior National Account Manager holds ultimate responsibility for the Company and DAS IRMD relationship. Specific responsibilities of the Account Team are defined to include defect management, communications, third party management, and technical support. Listed below are the positions currently assigned to DAS IRMD and their responsibilities. The Company Account Team will have the primary responsibility for issue resolution and for providing marketing and product information to DAS IRMD. The Company World Wide Data Operations (WWD Ops) will be the first point of contact for repair of data/video Services. The Company s Repair Center will serve as the first point of contact for repair and provisioning implementation of voice and private line services Company Contact List NAME/TITLE RESPONSIBILITY PHONE / *Dedicated personnel Greg Schwartz Senior National Account Manager Overall Responsibility for Government Sales in Oregon gschwar@qwest.com Rick Wilkinson* National Account Executive State of Oregon Sales rwilkin@qwest.com David Hanson* National Account Manager State of Oregon Sales dhanson@qwest.com Linda Tamlyn Technical Project Manager II Project Management, as assigned ltamlyn@qwest.net Mike Neuhalfen Support Manager Service Delivery Oregon Service Delivery for State, Local Gov t and Education mneuhal@qwest.com Julie Paplow* Account Consultant Frame Relay Sales Support jpaplow@qwest.com Bev Smith* Account Consultant Voice and Private Line Sales Support bksmith@qwest.com Ozzie Larsen Manager Network Operations Jennie Wippermann Director Network Operations Tom Wooldridge Repair Center Manager Pat Blackburn-Elliot* Service Manager Teresa Wilson Sr. Support Manager Donna Baker* Billing Coordinator WWD Ops Manager for State of Oregon Frame Relay Network olarsen@qwest.com Director of WWD Operations jwipper@qwest.com Manager, Repair twooldr@qwest.com Service Support and Escalation pblackb@qwest.com Western Area Service Delivery for State, Local Gov t and Education teresa.wilson@qwest.com Processing of Frame Relay Bill Donna.Baker@qwest.com Appendix 6 Network Operations Plan State of Oregon Contract Number: 1195

170 2.2 DAS IRMD s Roles and Responsibilities The Contracts Administrator is Steve Macartney, Enterprise Network Services Manager. DAS IRMD lead responsibility in successful implementation of the contract administration rests with two managers, each who have responsibility for their respective delegated assignments. The Data/Video Services Manager is responsible for those portions of the Agreement that pertain to data and video telecommunication services. The Enterprise Network Services Manager is responsible for voice services procured under this Agreement. The Enterprise Network Services Manager holds ultimate responsibility for the Company DAS IRMD relationship with regard to Voice Services provided by Company including the Voice Services Team, strategic operation, planning quality assurance and technology aspects of relationship with Company for Voice Services. In addition, there is a project manager who is responsible for the contract administration components of the Agreement Data/Video Services Team Network Information Center (NIC) Will have complete responsibility for the provisioning, billing, data, and video TSOs Network Operations Center (NOC) Responsible for configuration, installation, maintenance and repair of OSI Layer 3 services, and monitoring of SOEN Data OSI Layer 2 Services for DAS IRMD SOEN Services Voice Services Team The responsibilities of the Voice Services Team include network and operational planning, order management, bill verification, quality assurance oversight, third party management, technical oversight, ultimate approval of all plans and activities impacting voice services, and other responsibilities it deems necessary for vendor program management State Contact List NAME/TITLE RESPONSIBILITY PHONE/ DATA AND VIDEO SERVICES Steve Nelson DVS Manager Contract implementation, escalation steve.nelson@state.or.us NIC Information Provisioning, Billing, TSOs ncdata.info@state.or.us NOC Hot Line NOC Operations noc@state.or.us Bettyjo Bruner NIC Coordinator Provisioning, Billing, TSO bettyjo.d.bruner@state.or.us Appendix 6 Network Operations Plan State of Oregon Contract Number: 1195

171 NAME/TITLE RESPONSIBILITY PHONE/ Frank Hoonhout Production Engineer NOC Operations Daryl Kottek NOC Coordinator NOC Operations VOICE SERVICES Stephen Macartney Enterprise Network Services Manager Contract implementation, escalation r.us PROJECT MANAGEMENT Pat Middelburg Project management, as assigned Location and Facilities The Company Account Team for DAS IRMD is located in Portland, Oregon and is available to be on site as needed. Parties agree to provide location and contact information with the names, telephone numbers and addresses of the appropriate technical support team members to deal with any technical issues. Additional support personnel are located throughout the company s repair and installation centers and will be brought in as needed. 2.4 Meetings Strategic Repair and Support meetings between Company and DAS IRMD will be held on a regular basis, as outlined below. Strategic meetings will be held at least quarterly and will cover such topics as the overall relationship, the operation of the agreement, new technologies, compliance with the SLAs and other topics agreed to by the Parties. The Parties shall agree on an agenda at least one week before the meeting. TYPE OF TEAM MEETINGS Repair Service Support Services Stakeholder Repair Service Meetings Strategic MEETING SCHEDULE & PLACE OF MEETINGS Monthly/ Salem Monthly Salem PURPOSE/ISSUES TO BE ADDRESSED Review service issues including installations, outages, World-wide Data Operations (WWD Opts) support and service SLAs Review business support issues including provisioning, service orders, billing coordination and business process SLAs. DAS IRMD REPRESEN- TATION NOC staff NIC staff COMPANY REPRESEN- TATION Service Manager Service manager, Account Consultants TBD TBD NONE Service Manager Quarterly/ TBD Review overall relationship, the operation of the agreement, new technologies, compliance with the SLA s DVS Manager, Enterprise Network Services Manager and Company Account Team Appendix 6 Network Operations Plan State of Oregon Contract Number: 1195

172 TYPE OF TEAM MEETINGS MEETING SCHEDULE & PLACE OF MEETINGS PURPOSE/ISSUES TO BE ADDRESSED and other topics agreed to by the parties. Ad Hoc TBD To discuss technical, strategic, quality, and/or tactical issues that impact the Company services utilized by DAS IRMD, whether they are supplied directly from Company or via-third parties Voice Services Weekly, or as needed. Minimum of once a month in Salem. Review service issues including installations and outages, qualities, billings, business processes, service orders, and project conversion issues. DAS IRMD REPRESEN- TATION select staff depending on agenda items Select Voice or DVS staff depending on agenda items. Enterprise Network and DVS Managers determine representation Voice Services staff COMPANY REPRESEN- TATION Company Account Team Company Account Team 3.0 Technology Upgrades and Enhancements Company will conduct periodic technology reviews of product directions and strategies for those products of interest to DAS IRMD as new products and services are released or as requested by DAS IRMD. This includes upgrades and developments relating to the services provided to DAS IRMD during the term of the Agreement, including, but not limited to, new technology that provides increased functionality of services offered. 3.1 Notifications Company will provide written notification twice a year to DAS IRMD Enterprise Network Manager, Data and Video Services Manager, and Project Manager of significant developments in technology relating to the Services provided to DAS IRMD. The notifications will include such information as the type of development pricing and scope of deployment. In addition, Company will regularly advise DAS IRMD at least quarterly of all significant implementation events relating to Oregon Revised Statutes Upgrades Periodically Company will be upgrading infrastructure that benefits DAS IRMD and its customers. When such upgrades are being made, information regarding the scope of work, and when the infrastructure upgrades become available is to be shared with DAS IRMD. This information will be a regular agenda item for the quarterly Strategic meetings. 4.0 Quality Metrics Company will proactively work to improve its product quality, reliability, and supporting processes by monitoring Company s performance as specified in the SLAs and establishing programs that improve and report quality of performance. Any type of program that is Appendix 6 Network Operations Plan State of Oregon Contract Number: 1195

173 developed, as a quality program between DAS IRMD and Company, will be applicable to Company subcontractors, including all Net 2000 NG participants. 5.0 Repair and Escalation Process Escalation processes are divided into two categories. Repair includes issues related to technical repair and support services. Support represents provisioning, ordering and billing. 5.1 Repair Notification AREA OF CONTACT INFORMATION RESPONSIBILITY DAS IRMD COMPANY Data Circuit Repairs DATA AND VIDEO SERVICES Network Operations Center (NOC) DS DS0 Frame Relay repair and provisioning WWD Ops Voice services repairs VOICE SERVICES NCC Private line services and voice services DS DS0 5.2 Repair Escalation Process Company will make every effort to restore and repair home circuits in a timely manner. DAS IRMD or the designated stakeholder will notify the company when a repair ticket is opened that the circuit in trouble has a high priority for restoration and repair. SOEN DATA AND VIDEO FRAME RELAY REPAIR ESCALATION POINTS STAGE DAS IRMD DATA AND VIDEO COMPANY SERVICES Stage 1 1) Business Hours (7:00 am 6:00 pm, WWD Ops Monday through Friday): Contact the NOC Hotline: ) All other hours: Leave Voice Mail at the NOC Hotline unless circuit has notation in Qwest database to page NOC on-call pager. It is the responsibility of the NOC to inform Qwest of such circuits. Stage 2 Data and Video Services Manager Test Center Manager Stage 3 Enterprise Network Services Manager Company Service Manager Stage 4 State of Oregon Chief Information Officer Senior National Account Manager Appendix 6 Network Operations Plan State of Oregon Contract Number: 1195

174 SOEN DATA/VIDEO DS0, DS1, DS3 (POINT-TO-POINT) REPAIR ESCALATION POINTS Business Hours: 7:00 am 6:00 pm, Monday through Friday STAGE DAS IRMD DATA AND VIDEO COMPANY SERVICES Stage 1 NOC Repair Technician Manager Darren Nicholson Stage 2 Data and Video Services Manager Operations Manager Brian J Hirschy Stage 3 Enterprise Network Services Manager Operations Director Deb Syvertsen Stage 4 State of Oregon Chief Information Officer Senior National Account Manager STAGE Stage 1 SOEN DATA/VIDEO DS0, DS1, DS3 (POINT-TO-POINT) REPAIR ESCALATION POINTS Non-Business Hours: Outside 7:00 am 6:00 pm, Monday through Friday DAS IRMD DATA AND VIDEO COMPANY SERVICES Leave Voice Mail at the NOC Hotline unless circuit has notation in Qwest database to page NOC on-call pager. It is the responsibility of the NOC to inform Qwest of such circuits. NOTE: DS3s ALWAYS need a page to the NOC on-call pager. Repair Technician Manager Duty Manager Stage 2 Data and Video Services Manager Operations Manager Ron Winn/Archie Clewis Stage 3 Enterprise Network Services Manager Company Operations Director Larry J North Stage 4 State of Oregon Chief Information Officer Senior National Account Manager SOEN VOICE DS1 S (POINT-TO-POINT) REPAIR ESCALATION POINTS Business Hours: 7:00 am 6:00 pm, Monday through Friday STAGE DAS IRMD VOICE SERVICES COMPANY Stage 1 NCC Repair Technician Manager Darren Nicholson Stage 2 Enterprise Network Services Manager Operations Manager Brian J Hirschy Stage 3 State of Oregon Chief Information Officer Operations Director Larry J North Appendix 6 Network Operations Plan State of Oregon Contract Number: 1195

175 SOEN VOICE DS0 S REPAIR ESCALATION POINTS Business Hours: 7:00 am 6:00 pm, Monday through Friday STAGE DAS IRMD VOICE SERVICES COMPANY Stage 1 NCC Repair Technician Manager Tom Wooldridge Stage 2 Enterprise Network Services Manager Operations Manager Brian J Hirschy Stage 3 State of Oregon Chief Information Officer Operations Director Larry J North SOEN VOICE DS0 S REPAIR ESCALATION POINTS Non-Business Hours: Outside 7:00 am 6:00 pm, Monday through Friday STAGE DAS IRMD VOICE SERVICES COMPANY Stage 1 NCC Repair Technician Manager Duty Manager Stage 2 Enterprise Network Services Manager Operations Manager Ron Winn/Archie Clewis Stage 3 State of Oregon Chief Information Officer Company Director Larry J North 5.3 Support Escalation SOEN DATA AND VIDEO FRAME RELAY SERVICES Support Escalation Points STAGE DAS IRMD Data & Video Services Company Stage 1 NIC Coordinator Account Consultants Stage 2 DVS Manager Company Support Manager Stage 3 Enterprise Network Services Manager Senior National Account Manager SOEN VOICE SERVICES Support Escalation Points DAS IRMD Voice Company STAGE Stage 1 NCC Account Consultants Stage 2 Enterprise Network Services Manager Company Support Manager Stage 3 State of Oregon Chief Information Senior National Account Manager Officer Appendix 6 Network Operations Plan State of Oregon Contract Number: 1195

176 5.4 Root Cause Analysis DAS IRMD and Company agree that root cause analysis process will be used to cooperatively resolve outstanding repair and support issues. In the event the Parties do not agree on the root cause analysis process, the dispute is resolved through the escalation process Repair DAS IRMD repair issues will be analyzed by the DAS IRMD NOC and Voice staff. Company repair issues will be analyzed by WWD Ops, Repair Center and/or Service Manager Support DAS IRMD support issues will analyzed by the DAS IRMD NIC and Voice staff. Company support issues will be analyzed by Company Account Consultants. 5.5 Agency NOCs In certain instances DAS IRMD may notify Company that an Agency NOC will have certain technical responsibilities. The Agency NOC shall follow the procedures set out in the NOP. In the event that an Agency NOC substantially departs from NOP procedures, Company may elect not to deal with that Agency NOC. All SLA reports required under the Agreement would be made available to the stakeholders on DAS IRMD SOEN website. 6.0 Network Performance Management Network Performance is an essential element in the contract guarantees and implementation to ensure State users of a reliable efficient network. Evaluating the network performance will be an ongoing effort by both DAS IRMD and Company teams. It requires testing and tracking; sharing data; and identifying and resolving issues that interfere with Network Performance. The following table lays out how Network Performance Management will be accomplished. MEASUREMENT AND STANDARDS ROUND TRIP DELAY (RTD) TIME Round Trip Delay Time on any standard PVC will not exceed two hundred (200) milliseconds ninety-nine point nine percent (99.9%) of the time in any given month. Round Trip Delay Time on any priority PVC will not exceed one hundred sixty (160) milliseconds ninetynine point nine percent (99.9%) of the time in any TESTING AND/OR TRACKING DAS IRMD will measure round trip delay using a software package called "NETHEALTH." SELECTION OF PVCs FOR MEASUREMENT In November 2001, and annually thereafter, Company and DAS IRMD will jointly select one hundred (100) PVCs for inclusion in the measurement test. PVCs to be selected in the measurement sample will meet the following characteristics: No PVC will traverse more than REPORTING FORMAT An titled SOEN Round Trip Delay Time MM/YYYY will be sent by DAS IRMD to the identified people within the Company. The report will be sent in the body of the message. Information to be reported will include: Data measurements for each circuit tested Circuit identification number Date/time of test Appendix 6 Network Operations Plan State of Oregon Contract Number: 1195

177 MEASUREMENT AND STANDARDS given month. TESTING AND/OR TRACKING one non-company frame relay switch at each end of its route. All measured PVCs will be on T- 1 Access Links or above (DS-3, OC3, etc.) At least ninety percent (90%) of the PVCs selected will be video and/or voice priority PVCs. Packet size will be one thousand five hundred (1500) bytes. DAS IRMD can control the router at both ends of the PVC. METHOD OF MEASURING ROUND TRIP DELAY Each PVC will be PING'ed (ICMP echo) from a State router at one end of the PVC to a State router at the other end. The routers will be directly connected, with no hops, to the frame relay network, i.e., the routers will have a serial port connected to the Frame Relay access link. Using Nethealth software, DAS IRMD will send a request to the router to send five (5) PINGS with a packet size of one thousand five hundred (1500) to the remote end router. The arithmetic mean of the five (5) PINGs will constitute the measured Round Trip Delay for that PVC for that burst. If any form of priority queing and/or accelerated switching is in use on the router, DAS IRMD will program the PING so that the PING is given the highest priority and fastest switching in use on the router. REPORTING DISTRIBUTION LIST PDF versions of the report will be distributed to: DAS IRMD: qwestnocreports@state.or.us Company: Pat Blackburn-Elliot pblackb@qwest.com MEANS OF DISTRIBUTION All reports will be ed to the distribution list, unless otherwise requested in writing. To make a request for a printed document, the requestor needs to identify the requested reports, specify the name and title of the individual requesting the printed report, and provide a mailing address where the reports are to be sent. DISTRIBUTION DATE Not later than the 10 th business day of the month, DAS IRMD will distribute the report for the preceding month. TIME AND FREQUENCY OF MEASUREMENT Measurements will be taken continuously at thirty (30) minute intervals during the hours of 0900 to 1700 Pacific Time, Monday through Appendix 6 Network Operations Plan State of Oregon Contract Number: 1195

178 MEASUREMENT AND STANDARDS TESTING AND/OR TRACKING Friday, excluding State-recognized holidays. This process will result in: 100 PVC x 22 days x 8 hours x 2 Measures/hour = at least 30,000 measure/month. Method of Calculating the Monthly Performance Statistic: To calculate the RTD percentage: Determine the number of bursts that exceeded the RTD target time, divided by the number of measurements, and multiply by one hundred (100). For the examples, assume 35,000 measurements: Example 1: 100 bursts exceeded 160 ms ,000 = x 100 = % This result is out of compliance by % Example 2: 30 bursts exceeded 160 ms ,000 = x 100 = % This result is in compliance as it is less than 0.1% REPORTING ROUND TRIP PACKET DELAY (RTPD) VARIABLE TIME Round trip packet delay variable time on Priority PVCs will not exceed ±10 percent variance (measuring DAS IRMD equipment to DAS IRMD equipment). SELECTION OF PVCs FOR MEASUREMENT Company and DAS IRMD will jointly agree on a ten (10) site subset of priority PVC s from the RTD test pool. METHOD OF MEASURING DAS/IRMD will attach a packet sniffer device on the core router and the remote router and collect VRTPD data from the core to the remote site and from the remote site to the core. Packet size will be actual packet size FORMAT An titled SOEN Round Trip Packet Delay Variable Time MM/YYYY will be sent by DAS IRMD to the identified people within the Company. If possible, the report will be sent in the body of the message. If necessary, a document will be attached to the message. If a document is attached, DAS IRMD will send such document in a format that can be read by Appendix 6 Network Operations Plan State of Oregon Contract Number: 1195

179 MEASUREMENT AND STANDARDS TESTING AND/OR TRACKING generated by the device connected to the routers. TIME AND FREQUENCY OF MEASUREMENT DAS/IRMD will collect VRTPD twice a week during a scheduled event on a priority PVC. The sniffer device will collect data for sixty (60) seconds. REPORTING the Company, or in Adobe Acrobat 4.0 or higher PDF format. Information to be reported will include: Data measurements for each circuit tested Circuit identification number Date/time of test DISTRIBUTION LIST PDF versions of the report will be distributed to: DAS IRMD: Qwestnocreports@state.or.us Company: Pat Blackburn-Elliot pblackb@qwest.com MEANS OF DISTRIBUTION All reports will be ed to the distribution list, unless otherwise requested in writing. To make a request for a printed document, the requestor needs to identify the requested reports, specify the name and title of the individual requesting the printed report, and provide a mailing address where the reports are to be sent. DISTRIBUTION DATE Not later than the 10 th business day of the month, DAS IRMD will distribute the report for the preceding month. NETWORK AVAILABILITY Network availability will be not less than ninety-nine point eight percent (99.8%) of any given month with no loss of service seven days a METHOD OF MEASURING Availability is measured over a calendar month and based on total circuit outage time, excluding scheduled maintenance. Components included in the calculations of Network Availability include all FORMAT An titled SOEN Network Availability MM/YYYY will be sent by Company to the identified people within DAS IRMD. If Appendix 6 Network Operations Plan State of Oregon Contract Number: 1195

180 MEASUREMENT AND STANDARDS week, twenty-four (24) hours a day, three hundred sixty-five (365) days a year. TESTING AND/OR TRACKING components of DAS IRMD s Frame Relay Network from Demarc to Demarc, e.g., switch, IOF, trunks, local loop. Network availability is calculated as: Number of DAS IRMD circuits x twenty-four (24) hours x sixty (60) minutes x number of days in the month less total number of outage minutes divided by number of DAS IRMD circuits x twenty-four (24) hours x sixty (60) minutes x number of days in the month. TIME AND FREQUENCY OF MEASUREMENT Network availability will be determined by the Company trouble ticketing system. Within Company territory trouble tickets will be auto generated or opened by the DAS IRMD or stakeholder NOC by calling WWD Ops or electronically through!solve. Outside of Company territory trouble tickets are opened by the DAS IRMD, stakeholder NOC or Company subcontractor by calling WWD Ops or electronically through!solve. Network Availability is contingent on customer verification consistent with the Network Availability SLA. REPORTING possible, the report will be sent in the body of the message. If necessary, a document will be attached to the message. If a document is attached, Company will send such document in a format that can be read by DAS IRMD, or in Adobe Acrobat 4.0 or higher PDF format. In addition to the specific items listed below, the report will also include a summary, which includes: Month/Year # of circuits Days in Month Available Minutes Outage Minutes Network Availability (as a percent) Information to be reported will include: Loss of service in minutes on each circuit occurring in the preceding month Circuit identification number Service outage date Service outage start time Service restoration time Site address where service outage occurred LEC serving the PVC DISTRIBUTION LIST PDF versions of the report will be distributed to: DAS IRMD: qwestnocreports@state.or.us Company: Pat Blackburn-Elliot pblackb@qwest.com MEANS OF DISTRIBUTION Appendix 6 Network Operations Plan State of Oregon Contract Number: 1195

181 MEASUREMENT AND STANDARDS LATA NNI CAPACITY LATA NNI Capacity will be sufficient to move all data, video and voice traffic across the network without any degradation of service, loss of data, or delays beyond those already allowable for Round Trip delay time. TESTING AND/OR TRACKING TIME AND FREQUENCY OF MEASUREMENT Company will compile NNI Capacity data weekly for monthly data reports. REPORTING All reports will be ed to the distribution list, unless otherwise requested in writing. To make a request for a printed document, the requestor needs to identify the requested reports, specify the name and title of the individual requesting the printed report, and provide a mailing address where the reports are to be sent. DISTRIBUTION DATE Not later than the 10 th business day of the month, DAS IRMD will distribute the report for the preceding month. FORMAT An titled SOEN LATA NNI Capacity MM/YYYY will be sent by Company to the identified people within DAS IRMD. If possible, the report will be sent in the body of the message. If necessary, a document will be attached to the message. If a document is attached, Company will send such document in a format that can be read by DAS IRMD, or in Adobe Acrobat 4.0 or higher PDF format. Information to be reported will include: NNI Circuit ID Day of the week Date Hour in the day Utilization percentage DISTRIBUTION LIST PDF versions of the report will be distributed to: DAS IRMD: Appendix 6 Network Operations Plan State of Oregon Contract Number: 1195

182 MEASUREMENT AND STANDARDS TESTING AND/OR TRACKING REPORTING Company: Pat Blackburn-Elliot MEANS OF DISTRIBUTION All reports will be ed to the distribution list, unless otherwise requested in writing. To make a request for a printed document, the requestor needs to identify the requested reports, specify the name and title of the individual requesting the printed report, and provide a mailing address where the reports are to be sent. DISTRIBUTION DATE Not later than the 10 th business day of the month, DAS IRMD will distribute the report for the preceding month Appendix 6 Network Operations Plan State of Oregon Contract Number: 1195

183 MEASUREMENT AND STANDARDS TIME TO REPAIR CRITICAL OUTAGES "Critical Outages" are those instances when multiple customers are affected. By definition, a critical outage includes, but is not limited to: NNI failure Frame relay switch failure Failure of DS3 or higher circuit. DAS IRMD is to be notified within 20 minutes of each occurrence of a critical outage. All critical outages are to be repaired in a four (4) hour timeframe, unless both parties mutually waive this requirement in writing. TESTING AND/OR TRACKING NOTIFICATION STEPS: Notification made between minutes to minutes of outage: Company to notify, by telephone, NOC, of critical outage. Information to be reported includes, but is not limited to: Initial assessment of cause for outage Time outage occurred NOC to notify key stakeholders of critical outage. NOC is to record the date and time notification was received. Information to be reported includes items listed above. FORMAT REPORTING An titled SOEN Time to Repair Critical MM/YYYY will be sent by Company to the identified people within DAS IRMD. If possible, the report will be sent in the body of the message. If necessary, a document will be attached to the message. If a document is attached, Company will send such document in a format that can be read by DAS IRMD, or in Adobe Acrobat 4.0 or higher PDF format. Information to be reported will include: Circuit identification number where outage occurred Start and stop time of circuit outage DISTRIBUTION LIST PDF versions of the report will be distributed to: DAS IRMD: qwestnocreports@state.or.us Company: Pat Blackburn-Elliot pblackb@qwest.com MEANS OF DISTRIBUTION All reports will be ed to the distribution list, unless otherwise requested in writing. To make a request for a printed document, the requestor needs to identify the requested reports, specify the name and title of the individual requesting the printed report, and provide a mailing address where the reports are to be sent Appendix 6 Network Operations Plan State of Oregon Contract Number: 1195

184 MEASUREMENT AND STANDARDS TESTING AND/OR TRACKING REPORTING DISTRIBUTION DATE Not later than the 15 th business day of the month, DAS IRMD will distribute the report for the preceding month. TIME TO REPAIR NON- CRITICAL OUTAGES Non-critical outages may be detected by Company or by the user. If Company detects the outage, the customer shall confirm the outage is not a result of customer premise Non-Critical Outages will be corrected within the following time frames from the occurrence of the Non- Critical Outage: 4 hours to repair, if notification and confirmation is received between 8:00 a.m. to 5:00 p.m., Pacific Time, Monday through Friday. Eight (8) hours to repair, if notification and confirmation is received between 5:01 p.m. to 7:59 a.m., Pacific Time, Monday through Friday. Eight (8) hours to repair, if notification and confirmation is received between 5:01 p.m. to 7:59 a.m., Pacific Time, Friday to Monday, and Staterecognized holidays. NOTIFICATION STEPS: Notification made between 8:00 a.m. to 5:00 p.m. (Pacific Time), Monday through Friday: Company to notify, by telephone, DAS IRMD or their delegated NOC, of a non-critical outage. Company will provide: Circuit ID Ticket Number Location Request NOC to verify power and equipment Request call back Company will auto close ticket if no response end of business day. NOC to notify key stakeholders of critical outage. NOC is to record the date and time notification was received. Information to be reported includes items listed above. Notification made between 5:01 p.m. to 7:59 a.m. (Pacific Time), Monday through Friday: Company to notify, by telephone, DAS IRMD or their delegated NOC, of a non-critical outage. Company will provide: Circuit ID Ticket Number Location Request NOC to verify power and equipment FORMAT An titled SOEN Time to Repair Non-Critical MM/YYYY will be sent by Company to the identified people within DAS IRMD. If possible, the report will be sent in the body of the message. If necessary, a document will be attached to the message. If a document is attached, Company will send such document in a format that can be read by DAS IRMD, or in Adobe Acrobat 4.0 or higher PDF format. Information to be reported will include: Circuit identification number where outage occurred Start and stop time of circuit outage DISTRIBUTION LIST PDF versions of the report will be distributed to: DAS IRMD: qwestnocreports@state.or.us Company: Pat Blackburn-Elliot pblackb@qwest.com MEANS OF DISTRIBUTION All reports will be ed to the distribution list, unless otherwise requested in writing. To make a request for a printed document, the requestor needs to identify the requested Appendix 6 Network Operations Plan State of Oregon Contract Number: 1195

185 MEASUREMENT AND STANDARDS "Non-Critical Outage" does not apply if the cause results from force majeure. TESTING AND/OR TRACKING Request call back Company will auto close ticket if no response end of next business day. NOC to notify key stakeholders of critical outage. NOC is to record the date and time notification was received. Information to be reported includes items listed above. Notification made between 5:01 p.m. to 7:59 a.m. (Pacific Time), Friday through Monday, or all day on Staterecognized holidays: Company to notify, by telephone, DAS IRMD or their delegated NOC, of a non-critical outage. Company will provide: Circuit ID Ticket Number Location Request NOC to verify power and equipment Request call back Company will auto close ticket if no response end of next business day. NOC to notify key stakeholders of critical outage. NOC is to record the date and time notification was received. Information to be reported includes items listed above. REPORTING reports, specify the name and title of the individual requesting the printed report, and provide a mailing address where the reports are to be sent. DISTRIBUTION DATE Not later than the 15 th business day of the month, DAS IRMD will distribute the report for the preceding month. NOTIFICATION OF SCHEDULED MAINTENANCE Unless otherwise specified, all maintenance will occur during the periods of 10:00pm to 6:00am, Pacific Time, Monday through Friday. The exception is NOTIFICATION STEPS: Notification from Company will be delivered in writing or electronically. Company will notify all stakeholders electronically within the SLA parameters for scheduled maintenance and will make every effort to minimize SOEN Stakeholder impact DISTRIBUTION LIST Notification will be distributed to: DAS IRMD: qwestnocreports@state.or.us and noc@state.or.us Company: Pat Blackburn-Elliot Appendix 6 Network Operations Plan State of Oregon Contract Number: 1195

186 MEASUREMENT AND STANDARDS for Lottery circuits. In their case, the Lottery maintenance window is between the hours of 4:30 a.m. to 6:00 a.m. CIRCUIT TESTING Company or its partners are responsible for installation of all circuits. One hundred percent of circuit installations will be tested and found to be fully functional after the installation of customer premise equipment. Excludes customer owned premise wire between Company Demarc and the customer owned terminating data jack or port. TESTING AND/OR TRACKING to business operations. NOTIFICATION STEPS: DAS IRMD will verify circuit in installation within fourteen (14) days as outlined in the SOEN SLA. Upon Company notification of an installed circuit the DAS IRMD NOC, or stakeholder, will confirm installation using one of the following methods. 1) Confirmation of LMI and Carrier determined during the installation of a router or FRAD, or 2) LMI and carrier confirmation through a frame relay detection device (Fluke meter or equivalent). REPORTING pblackb@qwest.com MEANS OF DISTRIBUTION All reports will be ed to the distribution list, unless otherwise requested in writing. To make a request for a printed document, the requestor needs to identify the requested reports, specify the name and title of the individual requesting the printed report, and provide a mailing address where the reports are to be sent. DISTRIBUTION DATE Not later than the 10 th business day of the month, DAS IRMD will distribute the report for the preceding month. FORMAT An titled SOEN Service Installs MM/YYYY will be sent by DAS IRMD to the identified people within Company. If possible, the report will be sent in the body of the message. If necessary, a document will be attached to the message. If a document is attached, DAS IRMD will send such document in a format that can be read by Company, or in Adobe Acrobat 4.0 or higher PDF format. Information to be reported will include: CISCO IOS or frame relay detection device data. Data will be converted to appropriate format with original data available on request Appendix 6 Network Operations Plan State of Oregon Contract Number: 1195

187 MEASUREMENT AND STANDARDS TESTING AND/OR TRACKING REPORTING DISTRIBUTION LIST PDF versions of the report will be distributed to: DAS IRMD: Company: Pat Blackburn-Elliot MEANS OF DISTRIBUTION All reports will be ed to the distribution list, unless otherwise requested in writing. To make a request for a printed document, the requestor needs to identify the requested reports, specify the name and title of the individual requesting the printed report, and provide a mailing address where the reports are to be sent. DISTRIBUTION DATE Not later than the 10 th business day of the month, DAS IRMD will distribute the report for the preceding month Appendix 6 Network Operations Plan State of Oregon Contract Number: 1195

188 7.0 SOEN Telecommunications Service Orders (SOEN TSO) and Firm Order Commitment (FOC) Procedures For Frame Relay Services 7.1 SOEN TSO Procedure. SOEN TSOs shall be submitted to Company only by DAS IRMD. Any TSO s that are not submitted by DAS IRMD shall not be valid. SOEN TSOs shall be sent by fax or electronically to Company Submitting TSO Timelines. All SOEN TSOs for Frame Relay Services that are processed by DAS IRMD and transmitted to and received by Company before 12:00 Noon, Pacific Time, will be processed that same business day. For TSO orders received by Company after 12:00 Noon, Pacific Time, the order and product installation time frame will be handled the next business day Review Timelines. Company must respond to a Frame Relay SOEN TSO in accordance with the timelines, as set out in Section of the Agreement. Those timelines are: DS0 9 calendar days to review DS1 9 calendar days to review OC-3 21 calendar days to review Firm Order Commitment ( FOC ) A SOEN TSO becomes a firm order commitment when both parties agree on date installation will occur. The firm order commitment will contain the following components: Frame service to be ordered; Amount or volume of the order; Location where the frame service ordered is to be installed; and Date the installation is to be completed and available for acceptance testing (aka delivery date ) Modifications to the SOEN TSO. Modifications are defined as when the Company changes the delivery date after the SOEN TSO becomes a Firm Order Commitment ( FOC ). Company may change the requested delivery date before it is accepted by the Company, as long as the delivery date is within the specified delivery date periods listed in Section of the Agreement (Contract). Such a change is not considered a modification A modification occurs when the Company changes the delivery date after the Firm Order Commitment has been reached Company is permitted up to modify the delivery date of a frame relay circuit, without penalty, per Sections (b)(i) and of the Agreement (Contract) Appendix 6 Network Operations Plan State of Oregon Contract Number: 1195

189 7.2 Frame Relay Firm Order Commitment (FOC) Procedures. Version: SOEN With Amendment 1 (signed 12/03/2002) Standard Orders (Infrastructure is available) Fulfillment of Timelines Company accepts the requested installation date on the TSO, which then becomes a FOC. Company proposes a modified date no greater than twenty (20) calendar days from TSO for DS1s or smaller, forty-five (45) calendar days from TSO for DS3s or one hundred fifty (150) calendar days from TSO for OC3s. Once DAS IRMD accepts the modified installation date the TSO will be appended with the new date and the TSO with the appended information will become the FOC Company will notify DAS IRMD of any additional fees or charges associated with accomplishing an expedited installation date. Upon DAS IRMD s acceptance of the additional charges, the requested installation date on the TSO, becomes the FOC Standard Orders (Infrastructure not available) Fulfillment of Timelines Company will provide notification to DAS IRMD that infrastructure is not available. Company will provide a detailed explanation of why infrastructure is not available and why the proposed order date cannot be met within the timeframe (e.g., infrastructure problems at the end site lack of central office capacity, trunking problems between central offices). Company will provide a date when the infrastructure and service will be available and the TSO fulfilled. Company will offer alternatives for temporarily providing alternative Service until the TSO is fulfilled Company will within nine (9) calendar days after notifying DAS IRMD of an infrastructure problem propose to DAS IRMD new installation dates. The date can be no more than six (6) months from the date of initial TSO Once DAS IRMD accepts the modified installation date the TSO will be changed to reflect the new date and the TSO will then become the FOC Special Construction. Company will identify if a Special Construction project, as defined in Appendix 2 of the Agreement (Contract), is needed to install the service requested on the TSO. Special Construction shall not include installation of DS0s or DS1s inside incorporated city limits. Company will install DS0s or DS1s inside incorporated city limits as standard orders only. Company may not impose Special Construction charges on installation of DS0s or DS1s inside incorporated city limits. Special Construction is required when DAS IRMD requests service to a location and one or more of the following conditions exist: The facilities to provide Services are not available and, at the written request of DAS IRMD, Company designs and constructs facilities to Appendix 6 Network Operations Plan State of Oregon Contract Number: 1195

190 provide the Services for DAS IRMD and there is no other requirement for the facilities so constructed At the written request of DAS IRMD, Company designs and constructs facilities of a type other than that which they would normally furnish in order to provide Services for DAS IRMD In order to comply with requirements specified by DAS IRMD, construction by Company involves a routing and design of facilities other than that which they would normally utilize to provide Services for DAS IRMD At the written request of DAS IRMD, Company designs and constructs a greater quantity of facilities than that which they would otherwise construct in order to fulfill DAS IRMD s initial requirements for Services The facilities to provide Services are not available and, at the written request of DAS IRMD, the Company expedites construction of the facilities at greater expense than would otherwise be incurred DAS IRMD and Company shall negotiate and agree to a project plan for the Special Construction that will include a post-project evaluation process Special Construction Facilities. The facilities to provide Services are not available but will be available within six (6) months from the date of the Special Construction SOEN TSO and, at the written request of DAS IRMD, Company constructs temporary facilities to provide Services for the period during which the permanent facilities are under construction. DAS IRMD will be charged a reasonable construction charge for such temporary facilities Voice and Data Special Projects. Periodically DAS IRMD may have a project, which will require Company to modify, change, or add Services in large numbers. DAS IRMD will negotiate with Company timeframes and processing for such projects. Company and DAS IRMD will assign a project manager for the project. 7.3 Frame Relay Provisioning (Implementation) Notifications in addition to FOC The Customer/Stakeholder as listed in the agency contact field of the TSO will be notified by phone or when a FOC for a service is completed. Customer/Stakeholder may request a telephone call in lieu of an notification. Qwest will standardize on as the norm Company will report scheduled installation dates of circuits ordered under the Agreement to DAS IRMD on a weekly basis. An titled Pending Order Report will be sent to ncdata.info@state.or.us each Appendix 6 Network Operations Plan State of Oregon Contract Number: 1195

191 week containing a spreadsheet listing circuits that are scheduled for installation. At a minimum the report will contain: Group Bill if appropriate Department Code LEC Location Name Address City SO RCI DLCI or channel of RCI if appropriate HCI if appropriate DLCI of HCI if appropriate TSO Number BAN FOC Remarks Company has to install a SOEN service by the FOC. Services that aren t installed by the FOC will be reported immediately to the requesting agency contact as listed on the TSO. In addition, Company will report the information on the weekly Missed Due Date Report to DAS IRMD via an to ncdata.info@state.or.us. The Missed Due Date Report is a spreadsheet listing services that have missed their respective FOC. At a minimum the report will contain: Group Bill if appropriate Department Code LEC Location Name Address City SO RCI DLCI or channel of RCI if appropriate HCI if appropriate DLCI of HCI if appropriate TSO Number Expected Completion Date Remarks (reason why the FOC not met) Company will report a list of circuits ordered under the Agreement to DAS IRMD on a monthly basis. An titled Cloud Report will be sent to ncdata.info@state.or.us each month. At a minimum, the report will contain: Appendix 6 Network Operations Plan State of Oregon Contract Number: 1195

192 Group Bill if appropriate Customer Name Department Code LEC Location Name Address City RCI DLCI or channel of RCI if appropriate HCI if appropriate DLCI of HCI if appropriate TSO Number Remarks Version: SOEN With Amendment 1 (signed 12/03/2002) Company will provide reports or access to the reports, directly to Lottery, Higher Education, any participating Political Subdivision or qualifying Non-Profit and the following four state agencies: Department of Transportation (ODOT), Department of Human Services (DHS), Department of Corrections, and the Judicial Department (OJD). The available reports are the Pending Order Report, Missed Due Date Report, and Cloud Report. This distribution list ( list) that is used by the Company for dissemination of the reports is the responsibility of DAS IRMD to create and maintain through the life of the contract. 8.0 Telecommunications Service Order for Voice and Facility Based Services Timelines. Company must respond to a SOEN TSO in accordance with the timelines set out in Sections and of the Agreement All TSOs for Voice Services and Facility Based Services that are processed by DAS IRMD and transmitted to and received by Company before 12:00 Noon, Pacific Time, will be processed that same business day. For TSO orders received by Company after 12:00 Noon, Pacific Time, the order and product installation time frame will be processed the next business day Appendix 6 Network Operations Plan State of Oregon Contract Number: 1195

193 Appendix 7 Company Billing Invoice Version: SOEN With Amendment 1 (signed 12/03/2002) Appendix 7 Company Billing Invoice State of Oregon Contract Number: 1195

194 -194- Appendix 7 Company Billing Invoice State of Oregon Contract Number: 1195

195 -195- Appendix 7 Company Billing Invoice State of Oregon Contract Number: 1195

196 -196- Appendix 7 Company Billing Invoice State of Oregon Contract Number: 1195

197 -197- Appendix 7 Company Billing Invoice State of Oregon Contract Number: 1195

198 -198- Appendix 7 Company Billing Invoice State of Oregon Contract Number: 1195

199 -199- Appendix 7 Company Billing Invoice State of Oregon Contract Number: 1195

200 -200- Appendix 7 Company Billing Invoice State of Oregon Contract Number: 1195

201 -201- Appendix 7 Company Billing Invoice State of Oregon Contract Number: 1195

202 -202- Appendix 7 Company Billing Invoice State of Oregon Contract Number: 1195

203 -203- Appendix 7 Company Billing Invoice State of Oregon Contract Number: 1195

204 -204- Appendix 7 Company Billing Invoice State of Oregon Contract Number: 1195

205 -205- Appendix 7 Company Billing Invoice State of Oregon Contract Number: 1195

206 Appendix 8 Eligible Purchasers Version: SOEN With Amendment 1 (signed 12/03/2002) Eligible Purchasers may consist of: (1) The entities eligible under the Oregon Cooperative Purchasing Program (ORCPP) which shall include: Cities, Counties, School Districts, Special Districts, or Other Units of Local Government U.S. Government Agencies Indian Tribes or Agencies Qualified Rehabilitation Facilities (QRF) Residential Programs Certain Qualified Public Benefit Corporations (2) Communities of Interest approved in accordance with Oregon Administrative Rules through Appendix 8 Eligible Purchasers State of Oregon Contract Number: 1195

207 Appendix 9 Form of Agreement between Eligible Purchasers and Company This addendum ( Addendum ) is entered into by and between or Eligible Purchaser and Qwest Corporation, a Delaware corporation ( Company ) pursuant to Section 4.1 of the Telecommunication Services Agreement for the State of Oregon Enterprise Network ( Agreement ) effective November 29, In mutual consideration of the promises contained herein, Eligible Purchaser and Company agree as follows: 1. Right to Purchase Services. Company agrees to provide the Services set out in Appendix 1 in compliance with the Service Level Agreements set out in Appendices 3, 3A and 3B and the Network Operation Procedures set out in Appendix 6 at the Charges set out in Appendix 1 of the Agreement, upon Eligible Purchasers written request to Company, by using the same right to purchase, accept, reject or cancel the Services under the Agreement as DAS IRMD. Notwithstanding the foregoing, Eligible Purchasers shall no be allowed to purchase PRI services as set forth in Appendix 1, Service Descriptions & Pricing, General Service Order Charges, PRI. However, if Eligible purchaser terminates an Other Service (as defined in the Agreement) for its convenience rather than for cause under Section 14.1 of the Agreement, the Eligible Purchaser shall be subject to early termination liability, to the extent any such liability is set forth in Appendix 1 to the Agreement, if the Eligible Purchaser has not, as of the effective date of such termination, met any minimum service period set forth in Appendix 1 to the Agreement. Except as expressly provided in this Addendum, Eligible Purchaser does not have any other rights under the Agreement. 2. Billing Coordinator. In accordance with Section 19 of the Agreement, DAS IRMD will serve as Billing Coordinator and will promptly forward Eligible Purchaser s invoices to Eligible Purchaser and payments made by Eligible Purchaser to Company. DAS IRMD will not be liable for, either directly or indirectly, any payment obligation of Eligible Purchaser. 3. Term. Eligible Purchasers right to purchase under this Addendum is limited to the term of the Agreement between Company and DAS IRMD effective November 29, 2001, and the transition period. In the event the Agreement is terminated prior to the end of the term, this Addendum shall also terminate. 4. Performance. Eligible Purchaser s performance under this Agreement is conditioned upon Company s compliance with the provisions of ORS , , , and , which are hereby incorporated by reference. 5. Counterparts. This Agreement may be executed in two or more counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument and will be binding upon the Parties Appendix 9 - Form of Agreement between Eligible Purchasers and Company State of Oregon Contract Number: 1195

208 IN WITNESS WHEREOF, Eligible Purchaser and Company have caused this Addendum to be executed by their duly authorized officers or representatives as of the dates indicated below. ELIGIBLE PURCHASER: By: Printed Name: Title: Date: QWEST CORPORATION: By: Printed Name: Title: Date: Appendix 9 - Form of Agreement between Eligible Purchasers and Company State of Oregon Contract Number: 1195

209 -209- Appendix 10 - Tax Certification State of Oregon Contract Number: 1195

210 -210- Appendix 11 - Letter of Agency State of Oregon Contract Number: 1195

211 Appendix 12 First Amendment to CDS Version: SOEN With Amendment 1 (signed 12/03/2002) This First Amendment ( First Amendment ) to the Qwest Master Network Services Agreement effective November 13, 2000, Master Agreement Number CDS ( CDS ), is entered into by the State of Oregon acting by and through its Department of Administrative Services, Information Resources Management Division ( DAS IRMD ) and Qwest Corporation, a Delaware corporation ( Company ) (DAS IRMD and Company shall collectively be referred to as the Parties ) effective November 29, 2001 (the Effective Date ). WHEREAS, A. DAS IRMD and Company entered into CDS to enable DAS IRMD to purchase certain telecommunication services from Company. B. The Parties have executed a Telecommunications Services Agreement for State of Oregon Enterprise Network (the SOEN Agreement ), effective November 29, C. The Parties desire to migrate certain contracted services under CDS to the SOEN Agreement with no additional liability to DAS IRMD for early cancellation charges, termination liability or similar costs, expenses or fees. NOW THEREFORE, in mutual consideration of the promises contained in this First Amendment, the sufficiency of which is hereby acknowledged, the Parties agree as follows: A. Pursuant to Section 5 of CDS , on the Effective Date the following contracted services purchased by DAS IRMD (the Migrated Services ) shall be migrated from CDS to the SOEN Agreement: 1. Schedule A- DS-3 2. Schedule B- Centrex21 3. Schedule C- PRI/DSS 4. Schedule D- CentrexPlus 5. Schedule E- DS-1 B. The services under the Schedules listed in Section A above purchased by purchasers other than DAS IRMD shall continue to be available under CDS C. Pursuant to Section 5 of CDS , Company waives all applicable termination liabilities and minimum commitments in CDS fees for the Migrated Services Appendix 12 - Amendment to CDS State of Oregon Contract Number: 1195

212 -212- Appendix 12 - Amendment to CDS State of Oregon Contract Number: 1195

213 Version: SOEN With Amendment 1 (signed 12/03/2002) Appendix 13 Data/Video and Other Service Area Map -213Appendix 13 - Data/Video and Other Service Area Map State of Oregon Contract Number: 1195