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HomeMy WebLinkAboutC05-353 Quest Communication Corporation PARTICIPATING ADDENDUM FOR QWEST MASTER CONTRACT FOR VOICE AND DATA SERVICES BETWEEN Eagle County Government AND QWEST COMMUNICATIONS CORPORATION The undersigned hereby represents, acknowledges, and agrees as follows: 1. The undersigned is a State of Colorado department, agency or participating political subdivision. Such participating department, agency or political sub-division requests Qwest telecommunication services ("Service(s)") pursuant to the terms and conditions of the Qwest Communications Corporation - State of Colorado Master Contract for Voice and Data Services approved and signed by the State of Colorado on or about February 3, 2005, by and between Qwest Communications Corporation ("Qwest") and the State of Colorado ("State"), as amended, including its Exhibits and Attachments (hereafter the "Underlying Agreement"). 2. The undersigned participating department, agency or political sub-division (also referred to as "Customer") is executing this Participating Addendum for the purpose of purchasing Service from Qwest pursuant to the Underlying Agreement. Customer will be subject to all terms and conditions of this Participating Addendum and the Underlying Agreement. Customer will be responsible for any and all use of Services under this Participating Addendum and the Underlying Agreement, including but not limited to responsibility for payment obligations. Customer will be Qwest's customer of record for the Services provided to Customer under this Participating Addendum and the Underlying Agreement. 3. DESCRIPTION OF SERVICES. Qwest will provide to Customer the Services as set forth in the Underlying Agreement. To the extent Services are tariffed, and where such terms and conditions of the Qwest applicable tariffs do not conflict with the Underlying Agreement, the provisions of the tariff will apply and, in such cases, references in this Agreement to Service Schedule(s) will instead be deemed to refer to the applicable tariff. 4. TERM. This Participating Addendum is effective on the latest signature date and will expire co-terminously with the Underlying Agreement as provided in Section 3 of the Underlying Agreement. 5. PRIMARY CONTACT. The primary Customer contact individual for this Participating Addendum is as follows: John DeNardo, Director Innovation & Technology Department Eagle County Government PO Box 850, Eagle, CO 81631-0850 970-328-3580 6. This Participating Addendum and the Underlying Agreement set forth the entire agreement between the parties and supercede all previous communications, representations or agreements, whether oral or written, with respect to the subject matter hereof. Terms and conditions inconsistent with, contrary or in addition to the terms and conditions of this Participating Addendum and the Underlying Agreement will not be added to or incorporated into this Participating Addendum or the Underlying Agreement, by any subsequent purchase order or otherwise, and any such attempts to add or incorporate such terms and conditions are hereby rejected. The terms and conditions of this Participating Addendum and the Underlying Agreement will prevail and govern in the case of any such inconsistent or additional terms. CCO - PA v1 10-26-2004 Page 1 IN WITNESS WHEREOF, the parties have executed this Participating Addendum as of the date of execution by both parties below. ty Government, by and through Qwest Communications Corporation ounty Commissioners A A '- . A ~ v;;':;! ~l{"l~~) 1 r i/l Name Typed or Printed Name Typed or Printed Address for Notices: Address for Notices: Eagle County Government Owest Corporation Innovation & Technology Department 1801 California Street, 38th Floor 500 Broadway, PO Box 850 Denver, Colorado 80202 Eagle, CO 81631-0850 Attn: Legal Department CCD - PA v1 10-26-2004 Page 2 MAS . CONTRACT FOR VOICE AND DATA SERVld C( l\m A Gc.:<') 3 L'. /J QWEST LOVAL ADVANTAGETM AGREEMENT This Master Contract. also known as the Owest Loyal Advantage Agreement ("Agreement") is between the State of Colorado. Department of Personnel & Administration, for the benefit and use of the State departments and agencies and participating political subdivisions, referred to as State or Customer, and Owest Communications Corporation, referred to as Owest or OCC. The Initial Term continues through June 30, 2010. Owest contract code: 600055 code. RECITALS WHEREAS, authority exists in the law and funds have been budgeted, appropriated and otherwise made available and a sufficient uncommitted balance thereof remains available for encumbering and subsequent payment of this Agreement. WHEREAS, required approval, clearance and coordination has been accomplished from and with appropriate Agencies, and WHEREAS, for each selected Service, Owest has been selected in compliance with the provisions of the Procurement Code, as the offeror whose proposal is most advantageous to the State, price and other factors considered; and NOW THEREFORE, it is hereby agreed that in consideration of the mutual covenants and agreements set forth and for other goods and variable consideration, the sufficiency of which is hereby acknowledged, the State and OWest agree to the following terms and conditions. 1, Services. Owest agrees to provide Services as described in the Service Exhibits marked below and attached to this Agreement, all of which are incorporated by reference as if fully set forth herein. The description, monthly recurring charges ("MRCs"), nonrecurring charges ("NRCs"), usage charges, service level agreement, minimum service term, and cancellation charges for a Service are set forth in the: (a) Service Exhibit for any Service ordered under a Service Exhibit; (b) Services Schedule for interstate and international Voice and Data Services; (c) Tariff for intrastate Voice and Data Services; and/or (d) Order Form for any Service, if applicable. Customer represents that it is not a reseller and will not resell the Services. The parties agree that any notation to the "Owest Total Advantage Agreement" on the Service Exhibits will be disregarded and such exhibits will be governed by the Agreement. VOICE AND DATA SERVICES ORDERED UNDER THIS AGREEMENT Owest will provide, and Customer will purchase, the services ("Services") checked below (if necessary) and described in any applicable service description and/or rate schedule attached hereto as an exhibit ("Service Exhibit"). Unless the Local Access Services box is checked and the related Service Exhibit is attached to this Agreement, Customer will be solely responsible for ordering all local access. CUSTOMER MA V NOT PURCHASE INTERNET SERVICES UNDER THIS AGREEMENT. [8,1 Domestic Audio Conferencing o Qwest Web Contact Center ("QWCC") r8J International Voice o QWCC Carrier Neutral Option o Private Routed Network DCustom Support Services for Hosted Systems o Domestic Network Diversity # o QWCC Application Development o Domestic ATM r8J Domestic Private Line o Domestic Frame Relay r8J Domestic Voice o International A TM o International Private Line o International Frame Relay o Metro Private Line o Network Management o Metropolitan Optical Ethernet r8J Local Access # o QWave Private Line # May only be purchased if also purchasing at least one of the following: Voice and Data and/or Private Routed Network Services. OMR#: 91485 Page 1 Copyright @ 2004 Owest. All Rights Reserved Contract Code: 600055 v1.041504 MAt j~ CONTRACT FOR VOICE AND DATA SERV! ClWEST LOYAL ADVANTAGPM AGREEMENT 2. Order of Precedence. In the event of conflicts or inconsistencies between this Agreement and the Service Exhibits or attachments, such conflicts or inconsistencies shall be resolved by reference to the documents in the following order of priority: a. Colorado Special Provisions contained in Section 27 of this document b. Service Exhibit c. Agreement d. Service Order Form, Attachment C e. Attachments A & B e. RFPIIFB f. Owest Proposal 3. Term. The Effective Date is the date this Agreement is signed by the State Controller. The initial term begins on the Effective Date and continues through June 30, 2010 ("Initial Term"). The State shall have the option, upon the mutual agreement of Owest, to extend this Agreement for an additional five (5) year period ("Renewal Term") by giving written notice to Owest at least ninety (90) days before the expiration of the Initial Term in a form substantially similar to Attachment A. Each Service, described in a Service Exhibit to this Agreement, will carry a separate term. The Initial Term and the Renewal Term are referred to as the "Term. Any new service will be added through an amendment to this Agreement containing a mutually agreed upon Service Exhibit for such new or added service. The effective date for such new or added service will be the date the amendment is signed by the State Controller. 4. Rates. Qwest will provide the Services at the rates and discounts set forth in the Services Schedule, Tariff, Service Exhibit. or Order Form associated with the then-current Term. Notwithstanding anything to the contrary in this Agreement or in a Service Exhibit, the domestic rates expressly set forth in a Service Exhibit will be fixed during the Initial Term. Upon the renewal of the Agreement, Owest may apply: (a) its then current rates and discounts to Customer's existing ordered Services and will fix those rates and discounts during the Renewal Term; and (b) its then current rates and discounts in effect at the time a new Service or a different grade of an existing Service is ordered and will fix those rates and discounts during the Renewal Term. The foregoing, however, will not apply to international rates or limit Owest's right to change the rates for Service at any time for changes based upon Regulatory Activity. "Regulatory Activity" means any regulation and/or ruling, including modifications thereto, by any regulatory agency, legislative body or court of competent jurisdiction. If Regulatory Activity causes an increase in the rates for Customer's ordered Services that materially and adversely affects Customer, then Customer may terminate the affected Service upon 30 days prior written notice to Qwest without liability for cancellation charges for the affected Service, provided, however that Customer: (c) provides such notice within 30 days after the increase occurs; and (d) provides Qwest 30 days to cure such increase. If Customer does not provide Qwest such notice during the time permitted in this Section, Customer will have waived its right to terminate the affected Service under this Section. 5. Payment. Customer must pay Owes! all charges within 30 days from the invoice date. Any amount not paid when due will be subject to late interest at the lesser of the rate of 1%% per month or the highest rate permitted by applicable law. Owest may require other reasonable assurance of payment if Customer has failed to pay any invoice when due or there is a material and adverse change in Customer's financial condition. 6. Disclaimer of Warranties. EXCEPT AS MAY BE SPECIFICALLY SET FORTH IN THIS AGREEMENT OR IN A SERVICE EXHIBIT, THE SERVICES ARE PROVIDED WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, WARRANTIES OF TITLE, NONINFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. NO ADVICE OR INFORMATION GIVEN BY QWEST, ITS AFFILIATES, AGENTS, OR CONTRACTORS OR THEIR RESPECTIVE EMPLOYEES WILL CREATE ANY WARRANTY. CUSTOMER ASSUMES TOTAL RESPONSIBILITY FOR USE OF THE SERVICES. 7. Limitation of Liability. NEITHER PARTY, ITS AFFILIATES, AGENTS OR CONTRACTORS WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, RELIANCE, PUNITIVE, OR CONSEQUENTIAL DAMAGES(see carve outs below)OR FOR ANY LOST PROFITS OR REVENUES OR LOST DATA OR COSTS OF COVER RELATING TO THE SERVICES OR THIS AGREEMENT, REGARDLESS OF THE LEGAL THEORY UNDER WHICH SUCH LIABILITY IS ASSERTED. WITH REGARD TO ANY SERVICE RELATED CLAIM BY CUSTOMER FOR DAMAGES THAT IS NOT LIMITED BY THE PRECEDING SENTENCE, CUSTOMER'S EXCLUSIVE REMEDIES FOR SUCH CLAIMS WILL BE LIMITED TO: (A) THOSE REMEDIES SET FORTH IN THE APPLICABLE SERVICE LEVEL AGREEMENT; OR (B) IF NO SERVICE LEVEL AGREEMENT APPLIES TO THE AFFECTED SERVICE, THE TOTAL MRCs OR USAGE CHARGES PAID BY CUSTOMER TO OWEST FOR THE AFFECTED SERVICE IN THE ONE MONTH IMMEDIATELY PRECEDING THE OCCURRENCE OF THE EVENT GIVING RISE TO THE CLAIM. EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING FROM OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE TOTAL MRCs AND USAGE CHARGES PAID BY CUSTOMER TO OWEST UNDER THIS AGREEMENT IN THE THREE MONTHS IMMEDIATELY PRECEDING THE OCCURRENCE OF THE EVENT GIVING RISE TO THE CLAIM ("DAMAGE CAP"). Notwithstanding the foregoing, the limitation of liability in this Section and the Damage Cap will not apply to: (c) a party's indemnification obligations; (d) Customer's payment obligation for all charges under this Agreement, including without limitation, Service charges, Taxes, interest, Early Termination Charges, and Service cancellation charges; and (e) personal injury, death and property damages arising under Section 9. 8. Limitation of State Liability. Notwithstanding anything herein to the contrary, no term or condition shall be deemed a waiver of any provision of the "Colorado Governmental Immunity Act:, 24-10-101, et. seq., C.R.S., as now or hereafter amended ("Immunity Act"), nor of the Risk Management self-insurance statutes at 24-30-1501, et. seq., C.R.S., as now or hereafter amended ("Risk Management Act"). The parties understand and agree that the liability of Customer, its departments, institutions, agencies, boards, officials and employees is controlled and limited by the provisions of the Immunity Act and the Risk Management Act. Any provision of this Agreement, whether or not incorporated herein by reference, shall be controlled, limited, and otherwise modified so as to limit any OMR#: 91485 Page 2 Copyright @ 2004 Owest. All Rights Reserved Contract Code: 600055 v1.041504 MA~ ~R CONTRACT FOR VOICE AND DATA SERVI~l;,;;,j OWEST LOYAL ADVANTAGETM AGREEMENT liability of the State to the above cited laws. In no event will Customer be liable for any special, indirect, or consequential damages, even If Customer has been advised of the possibility thereof. 9. Personal Injury.. D~ath, and Property Damage. To the extent permitted under law, each party will be responsible for the actual, physl~al damages It dl~e~tly causes to the other party in the course of its performance under this Agreement, limited to damages resultmg from personal injury or death to a party's employees (if not covered under applicable workers' compensation laws) and loss or damage to a party's personal tangible property arising from the negligent acts or omissions of the liable party. 10. Patent And Copyright Indemnification. Owest agrees to defend, indemnify and hold harmless Customer from any and all third part~ claims, liabilities, costs and expenses, including reasonable attorneys' fees, arising from any third party claim that a Service prOVided by Owest to Customer under this Agreement infringes such third party's U.S. patent, copyright or trade secrets, if: (i) Owest is notified promptly in writing by Customer of any such claim, (ii) Owest has control of the defense and settlement of the claim, and (iii) Customer cooperates with Owest in all respects to facilitate the settlement or defense of the claim. Owest will have no obligation to defend or indemnify for patent, copyright or trade secret claims pursuant to this provision, to the extent such claims are a result of or caused by: (a) modifications of the Services made other than by Owest or an authorized representative of Owest, or use of the Services in other than their specified operating environment; (b) Customer's combination, operation, or use of the Services with products, data, or apparatus not provided by Owest; or (c) Customer's continued use of a Service after being instructed by Owest to discontinue use of such Service due to an actual or threatened third party claim, unless such modification, combination, operation or Use was at the direction or request of Owest, or in accordance with the specifications provided by Owest, or in accordance with specifications expressly set forth in this Agreement. To the extent allowed under applicable law, Customer will be responsible for any claim which arises under (a), (b), or (c) above. [However, Owest should not be held responsible for claims which arise from State's misuse] Owest will have the right, at its option and expense: (x) to procure for the Customer the right to continue using the Service in the event of a claim of infringement, (y) to replace or modify the Service so it becomes non-infringing, or (z) if Owest is unable to implement (x) or (y), to terminate the applicable Service and reimburse Customer for the cost of that portion of the Service adversely affected by the infringement. The foregoing states the entire liability of Owest with regard to any such infringement. 11. Assignment. Neither party may assign its rights or duties under this Agreement or its obligations hereunder to any entity, except a corporate subsidiary, without the prior written consent of the other party, which consent shall not be unreasonably withheld. Notwithstanding the foregoing, Owest may assign this Agreement without prior written consent (i) in connection with the sale of all or substantially all of its assets; (ii) to the surviving entity in any merger or consolidation; (iii) to entity that it controls, is controlled by, or it commonly controls; or (iv) to satisfy a regulatory requirement imposed upon a party by a governmental body with appropriate authority; provided such party gives the other thirty (30) days advance written notification of such assignment. 12. Tax Exempt Status. It is hereby recognized and acknowledged by the Contractor that the State of Colorado is tax-exempt and is not liable for any sales, use, excise property or other taxes imposed by any federal, state or local government tax authority. The State of Colorado's FEIN # is 84-730123K. The State of Colorado tax exemption number is 98-02565. The State is also not liable for any taxes of the Contractor for franchise or related to the income of the Contractor. No taxes of any kind shall be charged to the State. 13. Liability Insurance. Contractor shall maintain in full force and effect, comprehensive general liability insurance, written on an occurrence basis, with a combined single limit for bodily injury (including death) and property damage of $1,000,000, written on an occurrence basis, naming the State as "additional insured". Any aggregated limit shall not be less than $2,000,000 and the Contractor shall immediately purchase additional insurance if claims reduce the annual aggregate below $1,000,000. Proof of said insurance coverage will be provided to the State, within seven (7) business days of request by the State, and again, in advance of the expiration of any coverage shown on the proof of insurance (certificate of insurance, and additional insured endorsement). The State of Colorado will be shown on the certificate of insurance as "additional insured", and the certificate of insurance will recognize that thirty (30) days notice will be given to the State by the insurer or its agent prior to termination or cancellation of any coverage shown. 14. Voice and Data Services. This Section applies solely to Voice and Data Services. (a) Services Schedule; Tariff. The Services Schedule and Tariffs applicable to Voice and Data Services are incorporated into this Agreement by reference and made a part of this Agreement. Owest may change the Services Schedule or a Tariff at any time and such change will be effective upon being posted in the Services Schedule or included in the Tariff ("Tariff Modification"). If Tariff modification: (i) materially and adversely affects the Customer; and Oi) is not required by government or judicial action, then Customer may terminate the affected Service upon 30 days prior written notice without liability for cancellation charges for the affected Service, provided, however that Customer provides Owest written notification of its intent to terminate the Service under this Section within 30 days after the modification occurs and provides Owest 30 days to cure such modification. If Customer does not provide Owest notice that it desires to terminate the affected Service during the time permitted in this section, Customer shall have waived its right to terminate the affected Service under this section. Customer represents and warrants that as of the Effective Date, Customer has accessed, read, and understands the Services Schedule. (b) CPNI. Owest will have access to certain CPNI. Under federal law, Customer has a right to, and Owest has a duty to protect, the confidentiality of CPNI. CPNI may be useful to tailor services to Customer and to enhance Owest's ability to meet Customer's needs. Customer expressly authorizes Owest, its Affiliates, or its sales representatives to use CPNI to determine if Customer could benefit from other services offered by Owest and its Affiliates, and market them to Customer. Customer may withdraw its authorization at any time by informing Owest in writing. Any such withdrawal will not affect the quality of Service provided hereunder. OMR#: 91485 Page 3 Copyright @ 2004 Owest. All Rights Reserved Contract Code: 600055 v1.041504 MA :R CONTRACT FOR VOICE AND DATA SERVI. .5 QWEST LOYAL ADVANTAGPM AGREEMENT NOTWITHSTANDING ANYTHING TO THE CONTRARY IN SECTION 14(b) ABOVE, CUSTOMER EXPRESSLY PROHIBITS SUCH USE OF CUSTOMER'S CPNI. UPON EFFECTIVE DATE, CUSTOMER WILL FORWARD WRITTEN CONFIRMATION OF NON- AUTHORIZATION FOR CPNI USAGE AS SET FORTH IN THE NOTICE SECTION OR CALL CUSTOMER SERVICE TO REGISTER NON-AUTHORIZATION OF CPNI USE. SUCH NONAUTHORlZA TION IS ONL Y CHANGEABLE BY SUBSEQUENT WRITTEN NOTIFICA TION BY CUSTOMER, AND CUSTOMER UNDERSTANDS THAT UNLESS CUSTOMER CHANGES SUCH NONAUTHORlZATION STATUS IN WRITING, CUSTOMER WILL NOT RECEIVE OR BENEFIT FROM SUCH TAILORED OFFERINGS AND ENHANCEMENTS OF OWEST'S ABILITY TO MEET CUSTOMER'S NEEDS. 15. Inspections and Acceptance The State reserves the right to inspect services provided under this contract at all reasonable times and places during the term of the contract. "Services" as used in this clause includes services performed or written work produced in the performance of services. If any of the services do not conform with contract requirements, the State may require the Contractor to perform the services again in conformity with contract requirements, with no additional payment. When defects in the quality or quantity of service cannot be corrected by reperformance, the State may (1) require the Contractor to take necessary action to ensure that the future performance conforms to contract requirements and (2) equitably reduce the payment due the contractor to reflect the reduced value of the services performed per the limitation of liability provisions of this Agreement. The State will provide Owest with reasonable notice prior to any such inspection and State will comply with all Owest policies and procedures when on Owest property. These remedies in no way limit the remedies available to the State in the termination provisions of this contract, or remedies otherwise available at law. 16. Changes. (a). If applicable, the State may increase the quantity of Services described in each Service Exhibit at the unit prices established in the Agreement. The State may exercise the option by written notice to Owest within fourteen (14) days before the option begins in a form substantially equivalent to Attachment A. Performance of the service shall continue at the same rate and under the same terms as established in the contract. (b.) Bilateral changes within the general scope of the Agreement may be executed using the change order letter process described in this paragraph and a form substantially equivalent to the sample change order letter attached as Attachment B for any of the following reasons: 1. Where the agreed changes to the specifications result in an adjustment to the price, delivery schedule, or time of performance. 2. Where the agreed changes result in no adjustment to the price, delivery schedule, or time of performance. The change order shall contain a mutual release of claims for non-conforming goods. 3. Where the changes to the Agreement are priced based on the unit prices to be paid for the Services established in the Service Exhibit. 4. Where the changes to the contract are priced equal to or less than fair and reasonable pricing as evidenced by established catalog generally extended to the public or on prices or rates set by law or regulation. Other bilateral modifications not within the terms of this paragraph must be executed by formal amendment to the contract, approved in accordance with state law. 17. Holdover. In the event that the State desires to continue the Services and a replacement agreement has not been fully executed by the ending term date of this Agreement, this Agreement may be extended unilaterally by the state for a period of up to two months upon written notice to the contractor under the same terms and conditions of the original contract including, but not limited to prices, rates, and service delivery requirements. However, this extension terminates when the replacement contract becomes effective when signed by the State Controller or an authorized delegate. 18. AUP. INTERNET SERVICES ARE NOT AVAILABLE UNDER THIS AGREEMENT. 19. Customer Provided Equipment (CPE). Customer must sign a separate agreement to purchase CPE, which is not a Service under this Agreement. Customer is solely responsible for the installation, operation, maintenance, use, and compatibility (with the Service) of any CPE. If any CPE impairs Customer's use of the Service, Customer will remain liable for payment for all Service, and any service level agreement applicable to the Service will not apply. Owest disclaims: (a) any liability for loss, damage, or injury to any party as a result of any CPE defects; and (b) all warranties for CPE. 20. Termination. Customer may terminate: (a) a Service in accordance with the applicable service level agreement, Service Exhibit. Services Schedule or Tariff, or (b) this Agreement for Cause; provided that for Service related claims, Cause exists where there is cause to terminate any or all of the Services (pursuant to subsection (a)) Owest mayor (c) suspend all or any part of the Services and/or terminate this Agreement for Cause. Customer will remain liable for charges accrued but unpaid as of the termination date. If, OMR#: 91485 Page 4 Copyright @ 2004 Owest. All Rights Reserved Contract Code: 600055 v1.041504 MASft;.\ CONTRACT FOR VOICE AND DATA SERVICE:~ QWEST LOYAL ADVANTAGETM AGREEMENT prior to the conclusion of the Term, this Agreement is terminated either by Qwest for Cause or by Customer for any reason other than Cause, then Customer will also be liable for: (e) an Early Termination Charge; (f) Service cancellation charges that apply when this Agreement is terminated before the expiration of the individual service term for that Service; and (g) cancellation charges incmred by Qwest from any third party provider. 21 Confidentiality; Publicity. Except to the extent required by an open records act or similar law, neither party will, without the prior written consent of the other party: (a) issue any public announcement regarding this Agreement or use the name or marks of the other party or its Affiliates; or (b) disclose or use (except as expressly permitted by, or required to achieve the purposes of, this Agreement) the Confidential Information of the other party, during the Term and for two years thereafter. Such consent may only be given on behalf of Qwest by its Legal Department. A party may disclose Confidential Information if required to do so by a governmental agency, an open records act or similar law, by operation of law, or if necessary in any proceeding to establish rights or obligations under this Agreement, provided that the disclosing party gives the non-disclosing party reasonable prior written notice. 22. Dispute Resolution; Governing Law. The parties shall attempt in good faith to resolve through negotiation any dispute, claim or controversy arising out of or related to this Agreement. Either party may initiate negotiations by providing a written notice to the other party setting forth the dispute and the relief requested. If the parties are unable to resolve such dispute within a reasonable period of time, either party may commence a civil action in a court of competent jurisdiction located, at the option of the moving party, in either: (a) the place of business of the other party, as indicated in the address to which required notices must be sent; or (b) in Denver, Colorado. To the extent the Communications Act of 1934 does not govern, this Agreement shall be governed by the laws of the state in which the Customer's principal office is located without regard to its choice of law principles. Notwithstanding the above, any action by Qwest to collect payment for services may be commenced in the District Court for the City and County of Denver, Colorado. Each party hereby expressly waives its right to a trial by jury and consents to the jurisdiction of such courts for the purposes described in this Section. . Each party shall bear the cost of preparing and presenting its own claims and/or defenses (including its own attorneys' fees). 23. Notices. (a) Required Notices. Except as otherwise provided herein, all required notices must be in writing and sent to Qwest at 1801 California Street, Suite 900, Denver, Colorado 80202; Facsimile #: (303) 295-6973; Attn.: Legal Department, and to Customer at its then current address as reflected in Qwest's records; Attn.: General Counselor other person designated for notices. Except as otherwise provided herein, all notices will be deemed given: (a) when delivered in person to the recipient named above; (b) three business days after delivered via regular U.S. Mail; (c) when delivered via overnight courier mail; or (d) when delivered by facsimile so long as duplicate notification is also sent in the manner set forth in subsection (b). (b) Service Termination Notices. Customer's notice of termination for Services must be sent via mail, facsimile or e-mail to: Qwest, Attn.: Uniontown Service Center, GBM Disconnects, P.O. Box 698, Uniontown, PA 15401 FAX: 866.887.6633, e-mail: GBMdisconnects@owest.com. 24. Fiscal Funding. Qwest understands and agrees that this Agreement is contingent upon the continuing availability of State and/or Federal funds as provided in the subsection 27(b) of the Agreement, and that State is prohibited by law from making fiscal commitments beyond the term of its current fiscal period. The State contracts to acquire by purchase the products and services described in this Agreement and has reason to believe that sufficient funds will be available for the full term of the Agreement. Where, for reasons beyond the State's control, its funding entity does not allocate funds for any fiscal period beyond the one in which this Agreement is entered into, or beyond a succeeding fiscal period, State has exhausted all efforts to obtain funds legally available for future fiscal periods, and the State does not use non-allocation of funds as a means of terminating this Agreement in order to acquire functionally equivalent products or services from a third party, and State's failure to obtain funds does not result from any act or failure to act on the part of the State, this Agreement shall be terminated without penalty and State will not be obligated to make the payments remaining beyond State's then current fiscal period. State shall notify Qwest in writing of such non-allocation of funds as soon as State shall reasonably know of such non-allocation, and if possible, prior to the effective date of termination. Owest understands and agrees that the obligation of State to pay the charges due under this Agreement constitutes a current expense of State payable exclusively from State's funds and shall not in any way be construed to be a general obligation of indebtedness of State or any agency or department thereof within the meaning of any provisions of sections 1, 2, 3, 4, or 5 of Article XI of the Colorado Constitution or any other constitutional or statutory limitation or requirement applicable to Customer concerning the creation of indebtedness. Neither the State, nor Qwest acting on the State's behalf, has pledged the full faith and credit of State or any agency or department thereof to the payment of the charges due under this Agreement, and this Agreement shall not directly or contingently obligate State or any agency or department thereof to apply money from, or levy or pledge any form of taxation to, the payment of any charge due under this Agreement. 25. General. This Agreement is intended solely for Qwest and Customer and it will not benefit or be enforceable by any other person or entity, including without limitation, End Users. If any term of this Agreement is held unenforceable, such term will be construed as nearly as possible to reflect the' original intent of the parties and the remaining terms will remain in effect. Neither party's failure to insist upon strict performance of any provision of this Agreement will be construed as a waiver of any of its rights hereunder; provided, however, if Customer fails to comply with the timelines in a service level agreement for claiming its rights to credit and/or termination, Customer will be deemed to have waived such rights. All terms of this Agreement that should by their nature survive the termination of this Agreement will so survive. Neither party will be liable for any delay or failure to perform its obligations hereunder if such delay or failure is caused by a Force Majeure Event. This Agreement, State of Colorado Special Provisions, and any applicable Service Exhibit, Services Schedule and any Order Forms accepted hereunder constitute the entire agreement between Customer and Qwest with respect to the subject matter hereof, and supersede all prior oral or written agreements or understandings relating to the subject matter OMR#: 91485 Page 5 Copyright @ 2004 Qwest. All Rights Reserved Contract Code: 600055 v1.041504 MA~..,,"R CONTRACT FOR VOICE AND DATA SERVlt.;.....S QWEST LOYAL ADVANTAGPM AGREEMENT hereof. Except for Services Schedule, Tariff, or Service modifications initiated by Owest, all amendments to this Agreement must be in writing and signed by the parties' authorized representatives. Either party reserves the right at any time to reject any handwritten change to this Agreement. 26. Definitions. "Affiliate" means any entity controlled by, controlling, or under common control with a party. "Cause" means the failure of a party to perform a material obligation under this Agreement, which failure is not remedied: (a) in the event of a payment default by Customer, within five days of written notice; or (b) in the event of any other material breach, within 30 days of written notice (unless a different notice period is specified in this Agreement). "Confidential Information" means written or electronic information that is designated as Confidential Information or, if disclosed to any third party, could reasonably be expected to cause competitive harm to the owner of such information. Confidential Information will not include information that is in the public domain through no breach of this Agreement by the receiving party or is already known or is independently developed by the receiving party. "CPE" means any customer equipment, software, and/or other materials of Customer used in connection with the Service. "CPNI" means confidential billing and usage-related information about the quantity, technical configuration, type, destination, location and amount of use of Customer's telecommunications services. "Early Termination Charge" means an amount equal to 35% of the average monthly charges billed under this Agreement through the date of termination multiplied by the number of months remaining in the Term. "End Users" means Customer's members, end users, customers or any other third parties who utilize or access the Services or the Owest network via the Services provided hereunder. "Force Majeure Event" means an unforeseeable event beyond the reasonable control of that party, including without limitation: act of God, fire, flood, labor strike, sabotage. fiber cut not caused by Owest, acts of terror, material shortages or unavailabiHty, government laws or regulations, war or civil disorder, or failures of suppliers of goods and services. "Internet Services" means Internet Protocol-based Services and any associated local access provided under this Agreement and Services Exhibits that are not governed by a Services Schedule or Tariff. INTERNET SERVICES ARE NOT AVAILABLE UNDER THIS AGREEMENT. "Order Form" means order request forms issued by Owest. "Services Schedule" means the Owest Rate and Services Schedules Interstate No. 5 and International No. 2 found at http://www.qwest.com and at 1801 California Street, 1st Floor Reception Area, Denver, CO. "State or Customer" means the State of Colorado and as the individual State agencies, institutions, and pOlitical subdivisions within the State of Colorado ordering the Service(s) identified in the Service Exhibits to this Agreement. "Tariff' means a tariff of Owest and/or its Affiliates. 'Taxes" means foreign, federal, state and local taxes, surcharges, and other similar charges. "Voice and Data Services" means Services and any associated local access provided under this Agreement that are governed by a Services Schedule or Tariff. 27. State of Colorado Special Provisions. I (a) Controller's Approval. CRS 24-30-202 (1) This Agreement shall not be deemed valid until it has been approved by the Controller of the State of Colorado or such assistant as he may designate. (b) Fund Availability. CRS 24-30-202 (5.5) Financial obligations of Customer payable after the current fiscal year are contingent upon funds for that purpose being appropriated. budgeted, and otherwise made available. (e) Indemnification. To the extent authorized by applicable law, Owest shall indemnify, save. and hold harmless Customer, its employees and agents, against any and all third party claims. damages, liability and court awards for personal injury (including death) and property damage. including costs, expenses, and reasonable attorney fees incurred as a result of any negligent act or omission by Owest, or its employees, agents, subcontractors. or assignees pursuant to the terms of this Agreement. (d) Independent Contractor. 4 CCR 801-2 QWEST SHALL PERFORM ITS DUTIES HEREUNDER AS AN INDEPENDENT CONTRACTOR AND NOT AS AN EMPLOYEE. NEITHER THE QWEST NOR ANY AGENT OR EMPLOYEE OFQWEST SHALL BE OR SHALL BE DEEMED TO BE AN AGENT OR EMPLOYEE OF CUSTOMER. QWEST SHALL PAY WHEN DUE ALL REQUIRED OMR#: 91485 Page 6 Copyright @ 2004 Owest. All Rights Reserved Contract Code: 600055 v1.041504 {' ,. ". MASti=r< CONTRACT FOR VOICE AND DATA SERVIC~~ OWEST LOYAL ADVANTAGETM AGREEMENT EMPLOYMENT TAXES AND INCOME TAX AND LOCAL HEAD TAX ON ANY MONIES PAID BY CUSTOMER PURSUANT TO THIS AGREEMENT. QWEST ACKNOWLEDGES THAT QWEST AND ITS EMPLOYEES ARE NOT ENTITLED TO UNEMPLOYMENT INSURANCE BENEFITS UNLESS QWEST OR THIRD PARTY PROVIDES SUCH COVERAGE AND THAT THE STATE DOES NOT PAY FOR OR OTHERWISE PROVIDE SUCH COVERAGE. QWEST SHALL HAVE NO AUTHORIZATION, EXPRESS OR IMPLIED, TO BIND CUSTOMER TO ANY AGREEMENTS, LIABILITY, OR UNDERSTANDING EXCEPT AS EXPRESSLY SET FORTH HEREIN. QWEST SHALL PROVIDE AND KEEP IN FORCE WORKERS' COMPENSATION (AND PROVIDE PROOF OF SUCH INSURANCE WHEN REQUESTED BY THE STATE) AND UNEMPLOYMENT COMPENSATION INSURANCE IN THE AMOUNTS REQUIRED BY LAW, AND SHALL BE SOLELY RESPONSIBLE FOR THE ACTS OF THE QWEST, ITS EMPLOYEES AND AGENTS. (e) Non-Discrimination. Qwest agrees to comply with the letter and the spirit of all applicable state and federal laws respecting discrimination and unfair employment practices. (f) Choice of Law. The laws of the State of Colorado and rules and regulations issued pursuant thereto shall be applied in the interpretation, execution, and enforcement of this contract. Any provision of this contract, whether or not incorporated herein by reference, which provides for arbitration by any extra-judicial body or person or which is otherwise in conflict with said laws, rules, and regulations shall be considered null and void. Nothing contained in any provision incorporated herein by reference which purports to negate this or any other special provision in whole or in part shall be valid or enforceable or available in any action at law whether by way of complaint, defense, or otherwise. Any provision rendered null and void by the operation of this provision will not invalidate the remainder of this contract to the extent that the contract is capable of execution. At all times during the performance of this contract, Owest shall strictly adhere to all applicable federal and State laws, rules, and regulations that have been or may hereafter be established. (9) Vendor Offset. CRS 24-30-202 (1) & CRS 24-30-202.4 Pursuant to CRS 24-30-202.4 (as amended), the State Controller may withhold debts owed to State agencies under the vendor offset intercept system for: (a) unpaid child support debt or child support arrearages; (b) unpaid balance of tax, accrued interest, or other charges specified in Article 21, Title 39, CRS; (c) unpaid loans due to the Student Loan Division of the Department of Higher Education; (d) owed amounts required to be paid to the Unemployment Compensation Fund; and (e) other unpaid debts owing to the State or any agency thereof, the amount of which is found to be owing as a result of final agency determination or reduced to judgment as certified by the controller. (h) Software Piracy Prohibition Governor's Executive Order No State or other public funds payable under this Agreement shall be used for the acquisition, operation or maintenance of computer software in violation of United States copyright laws or applicable licensing restrictions. Owest hereby certifies that, for the term of this Agreement and any extensions, Owest has in place appropriate systems and controls to prevent such improper use of public funds. If Customer determines that Owest is in violation of this paragraph, Customer may exercise any remedy available at law or equity or under this Agreement, including, without limitation, immediate termination of the Agreement and any remedy consistent with United States copyright laws or applicable licensing restrictions. (i) Employee Financial Interest. CRS 24-18-201 & CRS 24-50-507 OMR#: 91485 Page 7 Copyright @ 2004 Owes!. All Rights Reserved Contract Code: 600055 v1.041504 ~ASTER CONTRACT FOR VOICE AND DATA SE~VICES QWEST LOYAL ADVANTAGETM AGREEMENT The signatories aver that to their knowledge, no employee of Customer has any personal or beneficial interest whatsoever in the service or property described herein. THE PARTIES HERETO HAVE EXECUTED THIS CONTRACT CONTRACTOR: STATE OF COLORADO: Owest Communications CorpOration Legal Name of Contracting Entity 04-6141739 Department of Social Security Number or FEIN &db"~~-'{ '-n..; ~~' I . ~ ilV)'i (,Ll LEGAL REVIEW: Signature of Authorized Officer J ., ( I .' 'L" , , d,I,!,.V ;" f",';" 1.t",{ ,clivi ATTORNEY GENERAL ' Constantine N. Gartelos, Lead Finance Analyst on behalf of Richard Fernandez, Director of Offer Management By r _ . J I, ( ,~ ie.."- Print Name Be Title of Authorized Officer CORPORATIONS: (A corporate attestation is required and seal, if available.) rC" - Attest (Seal) By - . ~ (Corporate Secretary r E ivalent, or Town/City/County Clerk) ALL CONTRACTS MUST BE APPROVED BY THE STATE CONTROLLER CRS 24-30-202 requires that the State Controller approve all state contracts. This contract is not valid until the State Controller, or such assistant as he may delegate, has signed it. The contractor is not authorized to begin performance until the contract is signed and dated below. If performance begins prior to the date below, the State of Colorado may not be obligated to pay for the goods and/or services provided. STATE CONTROLLER: Leslie M Shenefelt / dl / j,' / ',. By' / L / (,/ 1/1. _ _ ; L'... ' / Date J / ';/1 t)~ , I OMR#: 91485 Page 8 Copyright @2004 awes!. All Rights Reserved Contract Code: 600055 v1,041504 MASTER CONTRACT FOR VOICE AND DATA SERVICES QWEST LOYAL ADVANTAGETM AGREEMENT Attachment A OPTION LETTER Date: State Fiscal Year: Option Letter No. SUBJECT: (Please indicate purpose by choosing one of the following) 1 - Option to renew only (for an additional term) 2 - Change in the amount of goods within current term 3 - Change in amount of goods in conjunction with renewal for additional term 4 - Level of service change within current term 5- Level of service change in conjunction with renewal for additional term In accordance with Paragraph(s) of contract routing number (FY) (Aqencv) (Routing .ttl, between the State of Colorado, Department of/or Higher Ed Institution (agencv name), (division name), and (contractor's name) the state hereby exercises the option for an additional term of (include performance oeriod here) at a cost/price specified in Paragraph/Section/Provision _, AND/OR an increase/decrease in the amount of goods/services at the same rate(s) as specified in Pa rag raph/Sched ule/Exhibit The amount of the current Fiscal Year contract value is increased/decreased by ($ amount of change) to a new contract value of ( to satisfy services/goods ordered under the contract for the current fiscal year (indicate Fiscal Year). The first sentence in Paragraph/Section/Provision is hereby modified accordingly. The total contract value to include <.lll previous amendments, option letters, etc. is ($_ APPROVALS: State of Colorado: Bill Owens, Governor By: Date: Executive Director/College President] Colorado Department of/or Higher Ed Institution ALL CONTRACTS MUST BE APPROVED BY THE STATE CONTROLLER CRS 24.30.202 requires that the State Controller approve all state contracts This contract is not valid until the State Controller, or such assistant as he may deiegate, has signed it. The contractor is not authorized to begin performance until the contract is signed and dated below If performance begins prior to the date below, the State of Colorado may not be obligated to pay for goods and/or services provided. State Controller Leslie M. Shenefelt By: Date: Date Issued: February 10, 2003 OMR#: 91485 Page 9 Copyright @ 2004 Owes! All Rights Reserved Contract Code: 600055 v1.041504 r ;: t f MASTER CONTRACT FOR VOICE AND DATA SERViCES QWEST LOYAL ADVANTAGETM AGREEMENT Attachment B SAMPLE BILATERAL CHANGE ORDER LETTER Date: State Fiscal Year: Bilateral Change Order Letter No. In accordance with Paragraph of contract routing number (fY.) (AgencY) (Routing #) between the State of ~olorado Department ?f or Higher Ed Institution (agencv name) (division) and (contractor's name) cover!ng the period o~ (mclude oerformance oeriod here)) the undersigned agree that the supplies/services affected by thiS change letter are modified as follows: Choice #1: Services/Supplies Exhibit/Attachme~t . ! Sche~ule of Equipment for Maintenance or Schedule of Delivery, is ~mended by (a.ddmffde~etma) ~r (mcreaslr:g/decreasm,9) the level of services. The term of this contract IS hereby modified y (mcreasma/decreasmg) the endmg term date as appropriate to the change made above. Choice #2: Price/Cost The maximum amount payable by the State for (service/commoditll) in Paragraph/Schedule/Exhibit! Attachment/Provision/Section is (increased/decreased) by (1. amount of chanae) to a new total of ($_) based on the unit pricing schedule in Exhibit/Attachment _' The first sentence in Paragraph_ is hereby modified accordingly. The total contract value to include all previous amendments, change orders, etc. is ($_). Choice #3: No Cost Change The parties agree that the changes made herein are "no cost" changes and shall not be the basis for claims for adjustment to price, cost ceiling, delivery schedule, or other terms or conditions of the contract. The parties waive and release each OTher from any claims or demands for adjustment to the contract, including but not limited to price, co;:;t, and schedule, whether based on costs of changed work or direct or indirect impacts on unchanged work. [Include this sentence]: The effective date of this change order is upon approval of the State Controller or (date), 20 _ whichever is later. Please sign, date, and return all copies of this letter on or before 20_ APPROVALS: Contractor Name: State of Colorado: Bill Owens, Governor By: By: Date: Name For the Executive Director/College President Title Colorado Department of/or Higher Ed Institution ALL CONTRACTS MUST BE APPROVED BY THE STATE CONTROLLER CRS 24-30-202 requires that the State Controller approve all state contracts. This contract is not valid until the State Controller, or such assistant as he may delegate, has signed it. The contractor is not authorized to begin performance until the contract is signed and dated below. If performance begins prior to the date below, the State of Colorado may not be obligated to pay for goods and/or services provided. State Controller Leslie M. Shenefelt By: Date Date Issued: February 10, 2003 OMR#: 91485 Page 10 Copyright @ 2004 Owes\. All Rights ReseNed Contract Code: 600055 v1.041504 MASTER CONTRACT FOR VOICE AND DATA SERVICES DOMESTIC PRIVATE LINE SERVICE EXHIBIT #1 1. Definitions. Except as set forth in this section or elsewhere in this Service Exhibit, capitalized terms shall have the definitions assigned to them in the Agreement. Owest will provide Domestic Private Line Service ("Service") pursuant to the terms and conditions of the Agreement, Services Schedule, and this Service Exhibit. This Service Exhibit incorporates RFP#TK-00011-00 and Owest's Proposal February 4, 2000, subject to the order of precedence in Section 2 of the Agreement. This Service is permissive for the State. 2. Service Description. Owest's standard domestic Private Line Service is a point to point, interlata, dedicated non-switched electrical and/or optical data transmission, over a physical circuit between two (2) Owest Points of Presence ("Owest POP") located on the Owest owned and operated Domestic Network ("On-Net Circuit"). The Service provides a fixed capacity of bandwidth for transport of Customer's digital communications traffic, utilizing and conforming to Synchronous Optical Network (SONET) standards which originates and terminates a physical connection at a Owest specified demarcation point located in the Owest POP. The Service is offered at DS-O, DS-1, DS-3, OC-3, OC-12, and OC-48 transmission rates. The Service is subject to the SLA in the Services Schedule that is effective as of the first day of the second month after initial installation of Service. The SLA provides Customer's sole and exclusive remedy for service interruptions or service deficiencies of any kind whatsoever for the Service. 3. Ordering Service. Owest shall provide the Service only if (a) there is a valid, accurate Order Form (PON) signed by Customer; (b) adequate capacity is available; and (c) Owest accepts the Order Form (PON). Owest reserves the right to reject any Order Form in its reasonable discretion. 4. Term. The term of this Service Exhibit shall commence upon the Effective Date and conclude upon the expiration or termination of the lasHo-expire (or terminate) On-Net Circuit or June 30, 2010, whichever is later. The term for each On-Net Circuit shall commence on the Start of Service Date for each circuit and shall be twelve (12) months, unless a longer term 'IS specified by Customer ("Minimum Service Term"). The "Start of Service Date" is five business days from the date Owest notifies Customer that the Service is provisioned and ready for use. Upon expiration of the Minimum Service Term, each On-Net Circuit shall automatically renew on a month-to-month ("Circuit Renewal Term"), unless either party elects to terminate the circuit by providing notice of such termination to the other party at least thirty (30) calendar days prior to the conclusion of the then-current Term. "Term" shall include the Minimum Service Term and any Circuit Renewal Term. If the Agreement or any On-Net Circuit provisioned hereunder is terminated prior to the expiration of the Minimum Service Term for reasons other than a default by Owest, then Customer shall pay to Owest: (a) all charges for Service provided through the effective date of such cancellation; (b) except for D8-0 circuits, an early cancellation chargE equal to one hundred percent (100%) of the MRCsiOr any monthly period remaining in the first twelve months of the Minimum Service Term plus any third party early termination charges: and (c) the reimbursement amount of any NRC discount or waiver thai Owest granted to Customer. 5. Rates. Customer will pay all applicable MRCs and NRCs as set forth in writing provided on an individual-ease-basis from Owest and agreed to by the State. The prices will be fixed for the Initial Term as set forth in the Agreement. The charges for Service during a Renewal Term will be the rates provided by Owest in writing and agreed to by the State. The charges for such Service will be fixed for the Renewal Term. Charges for each On-Net Circuit shall commence on the Start of Service Date. The rates set forth herein do not include costs associated with local access. OMR#: 91485 Page 11 Copyright @ 2004 Owest. All Rights Reserved Contract Code: 600055 v1041504 MASTER CONTRACT FOR VOICE AND DATA SERVICES Owest Domestic Private Line Service level Agreement This Service Level Agreement ("SLA") applies to domestic Private Line service ordered by customers pursuant to an agreement ("Customer") with Owest Communications Corporation ("OCC") This Service Level Agreement does not provide performance objectives and related remedies for any local access services provided by Owest Corporation ("OC") to Customer under a separate agreement. Prior to exercising any renewal term, Customer may at Customer's option choose to amend this Service Level Agreement to correspond with the then current Owest Domestic Private Line Service Level Agreement terms and conditions. OCC Domestic Private Line Service is a poinHo-point, interLata, dedicated non-switched electrical and/or optical data transmission, physical link between 2 Owest Points of Presence located on the Owest Domestic Network ("Service" or "Circuit"). The Service provides a fixed capacity of bandwidth for transport of Customer's digital communications traffic, utilizing and conforming to Synchronous Optical Network (SONET) standards that originate and terminate a physical connection at a specified Owest demarcation point located in the Owest POP. Service extends to and includes the equipment maintained by Owest at the Owest network interface points located in the Owest POP. Domestic Private Line Service is offered at DS-1, DS-3, OC-3, OC-3c, OC-12, OC-12c, OC-48, and OC-48c transmission rates. For purposes of this Service Level Agreement ("SLA"), Service (i) does not include DS-O or Fractional DS- 1 service, but (ii) includes On-Net local access service provided by Owest that is attached to Domestic Private Line Service. Owest Private Line SONET Service is available to Owest Business customers in the domestic U.S., subject to facilities availability. SONET equipment or routers needed to terminate circuits. Installation, expedite, local access and extended wiring charges may apply. 1. Definitions (a) "Calendar Month" refers to the period beginning at 12:00 midnight on the first day of a month and ending at 11 :59PM on the last day of that month. (b) "Customer" is a customer that orders the Service from Owest pursuant to an agreement. (c) "Leased Local Access" means Owest-provided local access circuits ordered and leased from another carrier (specific carrier chosen is at the discretion of Owest). facilitated and managed by Owest on behalf of Customer. (d) "On-Net Local Access" means local access circuits provided solely on Owest Facilities. (8) 'POP" mei'lns a Owest designated point of presence at a location where direct interconnection between the Owes! I)omestic Network and the network of another carrier is possible. (f) "POP to POP" means Service provided to Customer between two POPs on the Owest Domestic Network and includes On- Net Local Access Service. (g) "Owest Domestic Network" is the network located within those areas in the 48 contiguous United States of America and District of Columbia where Owest is legally permitted to provide the Service to Customer and is comprised only of Owest Facilities. (h) "Owest Facilities" means (i) physical media, including, circuits and/or ports that are owned and operated by (A) Owest, or (B) a wholly or partially owned subsidiary of Owest, or (ii) interexchange circuits that are owned and operated by an interexchange carrier other than Owest, but secured by Owest to provide the Service. Owest Facilities do not include Leased Local Access or any Customer premise equipment or circuits provided by Customer. 2. Availability Objective Owest offers the following SLA for Domestic Private Line Service with a minimum one year Service term. The SLA is effective as of the first day of the second month after initial installation and Customer acceptance of Service. Customer shall, subject to the terms, exclusions and restrictions described herein, be entitled to receive from Owest a credit if the availability ("Circuit Availability") of a particular Circuit for any Calendar Month falls below the percentage shown in the applicable credit schedule included in this section. The Service shall for purposes of this document be deemed to be unavailable to Customer only if the Circuit ("Affected Circuit") is subject to an interruption (other than as noted herein) that results in the total disruption of the Service ("Outage"). The credit ("Outage Credit") to which Customer may be entitled under this section shall be equal to the applicable credit percentage identified in the table below of Customer's monthly recurring charges ("MRCs") for the Affected Circuit after application of any credits or discounts ("Eligible Circuit Charges"). The Outage Credit shall not include credits on any other MRCs charged to Customer for any other service, with the exception of On-Net Local Access Service associated with the Affected Circuit. OMR#: 91485 Page 12 Copyright @ 2004 Owes! All Rights Reserved Contract Code: 600055 v1.041504 MASTER CONTRACT FOR VOICE AND DATA SERVICES Qwest Domestic Private line Service Level Agreement Circuit Availability Percentage is calculated as follows: [Ap~I~able Days in Galenda, Month, 24 , 60) - (Minutes of Outage on Affected C;"uit in Calenda' Mon'] --- x 100 (Applicable Days in Calendar Month x 24 x 60) For purposes of measuring Customer's Circuit Availability, the Owest Trouble Management System determines the number of minutes of an Outage. An Outage shall be deemed to commence upon verifiable notification thereof by Customer to the Owest Trouble Management System, and Owest's issuance of a trouble ticket. An Outage shall conclude upon the restoration of the Affected Circuit as evidenced by the appropriate network tests conducted by Owest. Credit Schedule forPOP-to-POP Service Circuit Availability Amount of Credit (as a % of the Eligible Circuit Charges for the Affected Circuit) Upper Level Lower Level 100% 99.999% 0% < 99.999% 99.99% 5% < 99.99% 99,9% 10% < 99.9% 99.5% 25% < 99.5% 0% 50% Subject to the terms, exclusions and restrictions described herein, in the event Customer experiences chronic Outages with respect to any Circuit, Customer shall be entitled to terminate the Affected Circuit. A Circuit suffers from chronic Outages if ~uch Circuit, measured over any Calendar Month, experiences more than 5 Outages, or more than 48 aggregate hours of Outages. Customer may as its sole and exclusive remedy for chronic Outages, upon 30 days prior written notice to Owest, terminate the Affected Circuit without incurring any early termination charges associated with that Affected Circuit except for all usage charges accrued to the date of termination. Customer must exercise any termination right available to it under this section within 30 days after Customer first becomes eligible to exercise the tennination right. In the event Customer fails to comply with the condition set forth in the immediately preceding sentence, Customer shall, with respect to the termination right, have waived its right to such termination right. 3. Terms and Conditions Owest is offering the Service in accordance with the Owest Rate and Services Schedule and any applicable state tariffs. In the event of a conflict between the terms of this document and the Rate and Services Schedule, the terms of this document shall control. To be eligible for an Outage Credit under this SLA, Customer must, in addition to complying with the other terms included herein, (i) be in good standing with Owest and current in their obligations, other than those invoices that are recognized as being in dispute, and (ii) submit necessary supporting documentation and request reimbursement or credits hereunder within 30 days of the conclusion of the service month in which the requisite unavailability occurs. In the event Customer fails to comply with the condition set forth in the immediately preceding sentence, Customer shall, with respect to that remedy, have waived its right to such remedy. Owest will determine the Outage Credits provided to Customer by totaling the eligible Outage minutes throughout the Calendar Month on an Affected Circuit, subject to the restrictions and exclusions herein. Outage Credits for any Calendar Month must exceed $25.00 to be processed. In no case shall Owest provide credit to Customer for an Affected Circuit that exceeds the monthly recurring charge or the stated applicable maximum credit percentage. Customer may receive Outage Credits for a particular Affected Circuit for a maximum of 4 months in any 12 month period. Owest shall give notice to Customer of any scheduled maintenance as early as is practicable and a scheduled outage shall under no circumstances be viewed as an Outage hereunder. The remedies included in this SLA are Customer's sole and exclusive remedies for disruption of the Service and shall apply in fieu of any other service interruption guarantee or credit, outage guarantee or credit or performance credit for which Customer might have otherwise been eligible. If Customer receives an Outage Credit, Customer is not entitled to receive any other credit that may be available under the local access service provided or ordered by Owest on behalf of Customer for the Affected Circuit in that Calendar Month. OMR#: 91485 Page 13 Copyright @ 2004 Owest. All Rights Reserved Contract Code: 600055 v1.041504 MASTER CONTRACT FOR VOICE AND DATA SERViCES Owest Domestic Private Line Service Level Agreement Except as provided herein for certain local access service, the objectives and related remedies set forth in this document shall not apply to Owest services other than the Domestic Private Line Service. 4. Restrictions and Exclusions An Outage shall not be deemed to have occurred in the event that the Service is unavailable or impaired due to any of the following: (a) Interruptions on a Circuit that is not an "Accepted Circuit" where an Accepted Circuit is one that has been accepted or deemed accepted following provisioning of an installation order or change order; (b) Interruptions caused by the negligence, error or omission of Customer or others authorized by Customer to use or modify Customer's service; (c) Interruptions due to failure of power at Customer premises or failure or poor performance of Customer premise equipment; (d) Interruptions during any period in which Owest or its agents are not afforded access to the premises where the access lines associated with Customer's service are terminated, provided such access is reasonably necessary to prevent a degradation or to restore service; (e) Interruptions during any period when Owest has posted on the Owest Web site or communicated to Customer in any other manner that Customer's service will be unavailable for maintenance or rearrangement purposes, or Customer has released the service to Owest for the installation of a customer service order; (f) Interruptions during any period when Customer elects not to release the Circuit for testing and/or repair and continues to use it on an impaired basis; (g) Interruptions resulting from force majeure events beyond the reasonable control of Owest including, but not limited to, acts of God, government regulation, labor strikes, national emergency or war (declared or undeclared); (h) Interruptions resulting from Customer's use of Service in an unauthorized or unlawful manner; (i) Interruptions resulting from a Owest disconnect for Customer's breach of a term set forth in the agreement pursuant to which Owest is providing the service to Customer; (j) Interruptions resulting from incorrect, incomplete or inaccurate orders from Customer; (k) Interruptions due to improper or inaccurate network specifications provided by Customer; (I) Interruptions resulting from a failure of a carrier other than Owest providing local access circuits; or (m) Special configurations of the standard Service that have been mutually agreed to by Owest and Customer' provided, however, Owest may provide a separate service level agreement to Customer for those special configurations. OMR#: 91485 Page 14 Copyright @ 2004 Owes!. All Rights Reserved Contract Code: 600055 v1.041504 MA~3TER CONTRACT FOR VOICE AND DATA SERVICES LOCAL ACCESS SERVICE EXHIBIT #2 1. General. Except as set forth ~n this .section and elsewhere in this Exhibit, capitalized terms shall have the definitions assigned to them In the Agreement. Owest~11I provide Owest Local Access service (referred to herein as the "Service" or "Local Access Service") pursuant to the t~rms and conditions of the Agreement, the Services Schedule, and this Exhibit. This Service Exhibit incorporates the RFP-MR-Long Dlstance-05, Owest Proposal September 9,2004, Vendor Inquiries and responses, Owest's Responses to Clarifications #1,#2,#3; and Owest Responses to the Oral Presentation, subject to the order of precedence in Section 2 of the Agreement. 2. Definitions. 2.1 "Demarcation Point" is: (a) the physical interface between the Owest Domestic Network and the Customer telecommunications equipment, or (b) the physical interface between a third party carrier connecting the Owest Domestic Network to the Customer's telecommunications equipment. 2.2 "Owest Domestic Network" means the Owest interexchange network or backbone located within the continental U.S. which is comprised only of physical media, including switches, circuits and/or ports that are owned and operated by (a) Owest, or (b) a wholly or partially owned subsidiary of Owest. 2.3 "Owest Point of Presence" ("OPOP") is a Owest owned physical presence that lies directly on the Owest Domestic Network where direct interconnection between the Owest Domestic Network and the network of a LEC is possible. 2.4 "Service Address" is the building where Customer receives the Local Access Service. Only a building that is classified by Owest as a business address can be a Service Address. 2.5 "Start of Service Date" is the earliest to occur of the date on which Customer begins to utilize the Service or the date on which Service is made available for use by Customer. 3. Definitions of Types of Local Access Service. 3.1 "On-Net Circuit" means local access circuits provided solely on Owest owned and operated facilities. Service is available in DS-1, DS-3, OC-3, OC-12 and OC-48 circuit types. Service terminaies at the Service Address' common telecommunications facility or meet- me point. 3.2 "Cross-Connect" means a Customer can cross-connect to the Owest Domestic Network at OPOPs. Customer must be located within the building's meet-me-room, or within Owest-owned collocation space and have a signed Owest Collocation Agreement to qualify for a cross-connect. 3.3 "Carrier Hotel Facility" is where Owest is located within a carrier hotel or collocation faGility. Carrier Hotel Local Access Service is available in a Carrier Hotel Facility in DS-1, DS-3. OC-3, OC-12 and OC-48 circuit types. 3.4 "Leased Circuit" means Owest-provided local access circuits ordered and leased from another carrier (specific carrier chosen is at the sole discretion of Owest), facilitated and managed by Owest, on behalf of the Customer. Leased Circuit Service is available in OS- 0, DS-1, DS-3, OC-3, OC-12 and OC-48 circuit types. 3.5 "Customer Provided Local Access" or "CPA" refers to Customer ordering its own local access from a LEC to connect the Customer premises to the Owest Domestic Network at a termination point specified by Owest. 3.6 "Direct Connect" means Customer is allowed to bring its own fiber directly to the Owest transport area within a OPOP, subject to an executed Direct Connect agreement. 4. Service Description. 4.1 The Service provides the physical connection between the Service Address and the Owest Domestic Network. The Service includes any entrance cable or drop wire to that point where provision is made for termination of Owest's outside distribution network facilities at a suitable location at a Customer designated Service Address and will be installed by Owest to such point of termination. The Service shall extend to and include the equipment maintained by Owest at the termination point of the local loop at the applicable Service Address (i.e. Demarcation Point) but shall nol include CPE, extended wiring, inside wiring or other equipment not maintained by Owest at a Service Address. The Service has only one point of termination per Service Address. Any additional terminations beyond such point of termination are the sole responsibility of Customer. Customer shall provide Owest with Building Owner (as defined below) authorization for all On-Net Circuit Local Access Service, in a form reasonably acceptable to Owest. Owest only provides the Service to buildings that Owest in its sole discretion has identified as business locations. Under no circumstances will Service be provided to residential addresses, even if business is conducted at such residential location. Customer may purchase the Service only in connection with Customer's use of Owest interexchange carrier services or IP services on the Owest Domestic Network for which a local loop is required. Customer warrants that more than ten percent (10%) of the voice or data traffic it will route over the Service shall be interstatellata in nature (i.e., shall terminate in a statellata other than the statellata in which Owest has provisioned the Service). 4.2 Owest offers multiplexing as an additional Service hereunder. At Customer's request and where available, Owest will multiplex a Local Access circuit for an additional charge. Owest offers multiplexing for On-Net Circuits and Leased Circuits. For On-Net Circuit multiplexing, Owest provides lower level circuit handoffs to Customer at a single Service Address in conjunction with a higher-level Op-Net Circuit. For Leased Circuit multiplexing, Owest facilitates the delivery of lower level circuit handoffs to Customer in multiple Service Addresses in conjunction with a higher-level Leased Circuit. Multiplexing is generally available for DS-1, DS-3, and OC-n Local Access circuits. 5. Ordering of Local Access Services. OMR#: 91485 Page 15 Copyright @ 2004 Owes!. All Rights Reserved Contract Code: 600055 vl.041504 MASTER CONTRACT FOR VOICE AND DATA SERVICES LOCAL ACCESS SERVICE EXHIBIT #2 ~.1 Owest shall provide the Service only if: (a) there is a valid, accurate Order Form (PON) signed by Customer; (b) adequate capacity IS available, and (c) such Order Form IS accepted by Owest. Customer specifically agrees that all Order Forms (PON) and Service ordered thereto dunng the T~rm shall be. governed by the terms and conditions set forth in the Agreement and this Exhibit. Owest reserves the nght to delay, reject, or termmate any Order Form in its reasonable discretion prior to the delivery of the Service ordered thereunder. ~.2 . Upon acceptance of a,~ Order Form (PON), Owest. shall notify Customer of its target date for the delivery of each Service (the Estrmated Availability Date). Owest shall use commerCially reasonable efforts to install each such Service on or before the Estimated Availability Date, but the inability of Owest to deliver Service by such date shall not be a default under the Agreement or this Exhibit. 6. Term. 6.1 Term of Exhibit. The term of this Exhibit shall begin upon the Effective Date of the Agreement and ends on June 30, 2007. The State shall have the option to renew this Exhibit for three additional one-year terms by giving notice to Owest using the option form Attachment A to the Agreement. ' 6.2 Term of Service. The term of any Service begins on the Start of Service Date and continues for a minimum of twelve (12) months from :he Start. of ~ervice Date for DS-~ and OC-n Services, an? a minimum of one month for DS-O and DS-1 Services unless a longer term IS specltred m the Order Form ( Mlntmum Service Term). Upon expiration of any Minimum Service Term, such Service shall automatically renew on a month to month basis under the terms and conditions of this Exhibit at the then current rates for such Service. The Minimum Service Term and any renewal term shall be referred to as the "Term." Upon written notice to the other party at least thirty (30) days prior to the conclusion of any Term, either party may terminate the Service associated with this Exhibit. 7. Termination. 7.1 On-Net Circuit Cancellation Prior to Acceptance. If Customer cancels an On-Net Circuit for which no special construction by Owest is necessary, after the fifth (5th)) business day of placing the order with Owest but prior to the date Owest informs Customer that the circuit is available ("Delivery Date"), then Customer agrees to pay all NRCs incurred for Service. At any time prior to the Delivery Date, if Customer cancels an On-Net Circuit for which special construction is required, Customer shall pay the termination charges set forth in Section 7.3 below. 7.2 Leased Circuit Cancellation Prior to Acceptance. If Customer cancels a Leased Circuit for which no special construction by Owest is necessary, after the fifth (5th) business day of placing the order with Owes! but prior 10 the Delivery Date, then Customer agrees to all NRCs for Service. At any time prior to the Delivery Date, If Customm cancels a Leased Circuit br which special construction is required, Customer shall pay the termination charges set forth in Section 7.3 below. 7.3 Termination after Acceptance. If Customer terminates this Exhibit or a particular Service prior to the conclusion of the Minimum Service Term of the Service, or Owest terminates the Agreement in accordance with this section, Customer shall pay: (a) all accrued and unpaid charges for the canceled Service provided through the effective date of such cancellation; (b) the amount of any nonrecurring charges that Owest discounted or waived; (c) all installation or construction costs and expenses incurred by Owest to install such Service, if applicable; and (d) a cancellation charge. The cancellation charge: (a) for Circuits not requiring special construction is (i) one hundred percent (100%) of the balance of the MRCs that otherwise would have become due for the unexpired portion of the first twelve (12) months of the Term, if any, for the canceled Service, plus all incurred 3rd party charges. (b) for Circuits requiring special construction, one hundred percent (100%) of the balance of the MRCs that otherwise would have become due for the unexpired portion of the first twelve (12) months, any 3rd party cancellation charges, plus any construction costs incurred. Notwithstanding anything to the contrary herein, Customer shall not be required to pay early termination charges when Customer orders and receives new Service at a higher circuit speed than the cancelled Service. 8. Charges and Payment. Customer shall pay the rates and charges set forth in the Services Schedule and/or in a valid Order Form (PON) for each Service. If during the provisioning of Service, Owest incurs additional non-recurring charges to provide the Service, Customer shall pay such additional charges. Customer shall not receive any discount for DS-O or DS-1 circuits ordered on a month to month Term 9. Miscellaneous. 9.1 Customer Provided Access. If the customer selects a carrier for CPA they will pay that carrier directly for all costs associated with the local access interconnection and access. related charges imposed by the carrier (including without limitation, installation charges). Customer's chosen carrier shall terminate the local access circuit at a termination point designated by Owest. Customer shall pay Owest a monthly recurring charge to cover Owest's costs to interconnect with Customer's chosen carrier. If Customer multiplexes or sub rates any CPA and provides such services to third parties, then Customer shall provide to Owest all information Owest requests to maintain its network. Such information includes but is not limited to, all customer design and billing account information to enable Owest to issue necessary Access Service Requests to perform the requested maintenance and/or rearrangements. Customer shall provide such information to Owest within thirty days of Owest's request for the information. 9.2 Building Owner. Customer understands that the owner of a building where an On-Net Circuit is located ("Building Owner") is not a party to this Agreement and is not providing any of the Service described herein. Customer expressly waives all claims against a Building Owner arising out of this Agreement. The rights or remedies Customer may have against a Building Owner shall be those set forth in or arising out of an agreement directly between Customer and Building Owner. OMR#: 91485 Page 16 Copyright @ 2004 Owest. All Rights Reserved Contract Code: 600055 v1.041504 MASTER CONTRACT FOR VOICE AND DATA SERVICES AUDIO CONFERENCING SERVICE EXHIBIT #3 1. Definitions. Except as set forth in this section or elsewhere in this Service Exhibit, capitalized terms will have the definitions assigned to them in the Agreement. Owest will provide Voice Services ("Service") pursuant to the terms and conditions of the Agreement, Services Schedule, Tariff, and this Service Exhibit. This Service Exhibit incorporates RFP-MR-Long Distance-05, Owest Proposal September 9,2004, Vendor Inquiries and responses, Owest's Responses to Clarifications #1,#2,#3; and Owest Responses to the Oral Presentation, subject to the order of precedence in Section 2 of the Agreement. 2. Audioconferencing Service Description. This Service provides a digital bridging network comprised of forty thousand ports that allow calls via toll or toll-free dialing options. Owest Conferencing supports U.S.-based and international calls, along with options such as operator assistance or automated service. 3. Ordering Service. Owest will provide the Service only if: (a) there is a valid, accurate Order Form signed by Customer; (b) adequate capacity is available; and (c) Owest accepts the Order Form. Owes! reserves the right to reject any Order Form in its reasonable discretion. 4. Rates. Customer will pay the following rates and charges. any discounts specified in the table in Section 6 will apply only to Audio Conferencing Service and will not apply to the Additional Features. The Charges for each component of Service commence within five days of Owest's notification to Customer that the Service component is provisioned and ready of use. Charges for Service during a Renewal Term will be the rates in effect at time of renewal for existing Service, or the charges in effect at the time or order for new or changed Service. The charges for such Service will be fixed for the Renewal Term. The rates set forth herein do not include costs associated with local access. Reservationless Toll-Free $0.143 Reservationless Toll $0.117 Automated Passcode $0.175 Toll-Free Automated Passcode Toll $0.136 Operator-Assisted $0.246 Toll Free o erator-Assisted Toll $0.156 Operator Dial Out - $0.3192 Domestic Operator Dial Out - $0.28 + Outbound Rate for Particular Intemational Count Document SharingtWeb $0.2907 Conferencin $0.27/plus $375 Streaming - Live Call setup fee if less than 100 artici ants Cassette recordin $15.00 erta Custom applications Case-by-case basis $40.00 set-up fee Digital replay er call $0.24 per minute er line $1.00 er name $3.00 per domestic Notification in advance notification . $6.00 per international notification OMR#: 91485 Page 17 Copyright @ 2004 Owest. All Rights Reserved Contract Code: 600055 v1041504 ( ( M....o rER CONTRACT FOR VOICE AND DATA SERViCES AUDIO CONFERENCING SERVICE EXHIBIT #3 $2.00 per RSVP line conference participant reservation $45.00 per Transcription 15-minute increment s Electronic polling $0.15 per minute er line Translation Case-by-case basis Electronic O&A $0.15 per minute er line $50.00 per Communication line conference per communication line Partici ant lists $5.00 er list $175.00 set-up Streaming -- Archived Call fee per call $0 65 per playback Indexing (Powerpoint presentation synched $425.00 wfaudio 5. Tenn. The te/1l1 of this Exhibit will begin upon the Effective Date of the Agreement and will continue until June 30, 2007 The State shall have the option to renew this Exhibit for three additional one-year terms by giving notice to Owest using the option form. Attachment A to the Master Agreement. OMR#: 91485 Page 18 Copyright @ 2004 Owest. All Rights Reserved Contract Code: 600055 v1.041504 ( ( MAS\...r< CONTRACT FOR VOICE AND DATA SERVIc't::$ VOICE SERVICE EXHIBIT #4 1. Definitions. Except as set forth in this section or elsewhere in this Service Exhibit, capitalized terms will have the definitions assigned to them in the Agreement. Owest will provide Voice Services ("Service") pursuant to the terms and conditions of the Agreement, Services Schedule, Tariff, and this Service Exhibit. This Service Exhibit incorporates RFP-MR-long Distance-05, Owest Proposal September 9, 2004, Vendor Inquiries and responses, Owest's Responses to Clarifications #1,#2,#3; and Owest Responses to the Oral Presentation, subject to the order of precedence in Section 2 of the Agreement. 2. Voice Service Description. Voice Service consists of Domestic long Distance, Domestic Toll Free, Domestic worldcard@ and Domestic Directory Assistance Services. Domestic long Distance Service is available both Interstate and Intrastate, through switched and dedicated facilities. Toll Free Services is also available through switched or dedicated facilities. worldcard offers domestic calling card services available either Interstate or Intrastate and is available through switched access only. Directory Assistance offers one rate to Voice Service customers domestically. The Service is subject to the SLA in the Services Schedule that is effective as of the first day of the second month after initial installation of Service. The SLA provides Customer's sole and exclusive remedy for service interruptions or service deficiencies of any kind whatsoever for the Service. 3. Ordering Service. Owest will provide the Service only if: (a) there is a valid, accurate Order Form signed by Customer; (b) adequate capacity is available; and (c) Owest accepts the Order Form. Owest reserves the right to reject any Order Form in its reasonable discretion. 4. Rates. The Base Rates for the domestic Voice Services listed below include the discounts, if any, associated with the Agreement. The prices as set forth below will be fixed for the Initial Term as set forth in the Agreement. The international rates are contained in the International Voice Informational Pricing Sheet attached to this Service Exhibit The Charges for each component of Service commence within five days of Owest's notification to Customer that the Service component is provisioned and ready of use. Charges for Service during a Renewal Term will be the rates in effect at time of renewal for existing Service, or the charges in effect at the time or order for new or changed Service. The charges for such Service will be fixed for the Renewal Term. The rates set forth herein do not include costs associated with local access. . Ori ination - Termination Dedicated - Switched Switched - Switched Switched - Dedicated Dedicated - Dedicated Ori ination - Termination Switched - Dedicated Switched - Switched Dedicated - Switched Dedicated - Dedicated $0.0400 $0.3500 $0.3500 plus $0.3000 surchar e er '. Per Call Domestic Interstate Base Rate Directory Assi$tanclt (all states) Dlrecto A t . Per Call Domestic Intrastate Base Rate Directory Assistance (all s tes) Dlrecto Assistance $ OMR#: 91485 Page 19 Copyright @2004 Owest. All Rights Reserved Contract Code: 600055 v1.041504 ( ( MA~...:R CONTRACT FOR VOICE AND DATA SERVIC...d VOICE SERVICE EXHIBIT #4 5. Intrastate Rates (if ordered). The rates for the intrastate Voice Services listed below are for illustrative purposes only and are the rates in effect as of the Effective Date. The rates as set forth below will be fixed for the Initial Term as set forth in the Agreement. Charges for Service during a Renewal Term will be the rates in effect at time of renewal for existing Service, or the charges in effect at the time or order for new or changed Service. The charges for such Service will be fixed for the Renewal Term. The rates set forth herein do not indude costs associated with local access and are not eligible for any additional discounts. $0.0520 $0.0350 $0.0350 $0.0200 $0.0520 hone $0.3500 $0.3500 plus $0.3000 surchar e er a 6. TolI-Free Sub Fees. MTM 1 Year 2 Year 3 Year, 4 Year, 5 Year OMR#: 91485 Copyright @ 2004 Owest. All Rights Reserved Contract Code: 600055 v1.041504 ( ( ,....-~ \ , MAS',..", CONTRACT FOR VOICE AND DATA SERVlCl:3 VOICE SERVICE EXHIBIT #4 Extended Call Coverage (ECC) $0.00 N/A Geographic Routing (GeoRouting) $50.00 per 8xx $50.00 per N/A 8xx $35.00 per 8xx $1.25 Industry Toll Free Directory Assistance $3.00 per 8xx (standard) per $100.00 per 8xx ex edite query Menu Routing I $250.00 per 8xx $25.00 per 8xx $100.00 per $0.05 8xx er call Percent Allocation Routing $50.00 per 8xx $50.00 per 8xx $50.00 per 8xx N/A Project Account Codes (PAC) $15.00 per 8xx $15.00 per 8xx $15.00 per 8xx N/A Owest GeoPlusTM This advanced routing option is only offered through an alliance with S.E.C.R Telecom. Please contact S.E.C.R. directly at 636-947-3100 or visit www.QwestGeoPlus.com Lo -in: west PIN: west1 7. Foreign Language Translation Pricing. Language Available Associated Charge or Discount EnQlish .see note below Spanish .see note below Other: I .see note below Standard Rates Monthlv Minutes Per Minute Rate o - 20,000 All Lanauaqes $1.35 20,001 - 100,000 All Languages $1.25 100,001 - 300,000 All Languages $1.15 8. Term. The term of this Exhibit will begin upon the Effective Date of the Agreement and ends on June 30. 2007. The State shall have the option to renew this Exhibit for three additional one-year terms by giving notice to Owest using the option form, Attachment A to the Master Agreement. OMR#: 91485 Page 21 Copyright @ 2004 Owest. All Rights Reserved Contract Code: 600055 v1.041504 ( ( MkdfER CONTRACT FOR VOICE AND DATA SERVICES INTERNATIONAL VOICE PRICING SHEET EXHIBIT #4, Atch A 1. Scope and Definitions. This is the International Voice Pricing Sheet ("Pricing Sheet"). Owest will provide Voice Services ("Service") pursuant to the terms and conditions of the Owest loyal Advantage Agreement ("Agreement"), Services Schedule, and the Tariff, and not this Pricing Sheet. Except as set forth in this section or elsewhere in this Pricing Sheet, capitalized terms will have the definitions assigned to them in the Agreement. 2. International Voice Service Description. International Voice Service consists of International Outbound long Distance, International Toll Free and International worldcard@. Except where specified otherwise, for international outbound voice service, the rates specified herein will only apply to international outbound voice service originating in the U.S. (subject to availability) and terminating internationally using land-line facilities and will not apply to international outbound voice service terminating internationally using cellular facilities or, for international inbound voice service, the rates speCified herein will only apply to international inbound voice service originating internationally using land-line facilities and will not apply to intemational inbound voice service originating internationally using cellular facilities. 3. Ordering Service. Owest will provide the Service only if: (a) there is a valid, accurate Order Form signed by Customer; (b) adequate capacity is available; and (c) Owest accepts the Order Form. Owest reserves the right to reject any Order Form in its reasonable discretion. 4. Rates. The following per minute rates, country/mobile codes and charges reflect the applicable rates as of the Effective Date of the underlying Agreement. Per Section 2.8 RFP, the rates are fixed price for the first two years of the Term and any future price increases for renewal terms, will be capped at five percent (5%) per year. Rates for Canada are specified in section 4.3 below. The rates set forth herein do not include costs associated with local access. No other discounts or promotions will apply. All rates below are quoted in increments and will be billed in the following initial and incremental time periods based on traffic type: ~:"\",;~Il1t.';, ~ " In...-;;'ot..;:..'a~ ,;Ci~'i~A' fIIi...Yi..>t.;.::.'%y: ", , : Initial Smlgg , ",:; ;l6~~;,:', ,~ '';;', ,I ~"''' ""..""" 1/ ,VOl......, i;J..f1fI"',,""', " '0 ri ~. aUI' ''''''-ri~' ,\"I ;]p,~ "'1' ~'" "'~ ",,,,,,*!'; 0'" ,,,, \; "'"1";" 'S "," :,c."''<. ","' "...~ ~ iOiO"'-t w ~~" !IJ1 Q\il "al!!:!g~,CJ;;' ~~~",'i. Outbound U.S. to International 30 seconds 6 seconds Outbound U.S. to Canada 30 seconds 6 seconds Outbound Canada to U.S. 30 seconds 6 seconds Outbound U.S. to Mexico 60 seconds 60 seconds \" -," " " ' 'rbi 'a ' InlUalttlUft~ " "n(;rem~nlll" ~'~",' "h' wOq ,~r"" " , PQl'isN , 'aiU...,'~~ Outbound US to International (excluding Mexico) 30 seconds 6 seconds Inbound International (excludinq Mexico) to US 60 seconds 60 seconds Outbound International to International 60 seconds 60 seconds Inbound Mexico to US 60 seconds 60 seconds Outbound Mexico to MexiCO 60 seconds 60 seconds Outbound Mexico to International 60 seconds 60 seconds Outbound Intemational to Mexico 60 seconds 60 seconds Outbound US to Mexico 60 seconds 60 seconds Inbound Canada to US 30 seconds 6 seconds Outbound US to Canada 30 seconds 6 seconds Outbound Canada to Canada 30 seconds 6 seconds Outbound Canada to International (excluding Mexico) 30 seconds 6 seconds Outbound Intemational (exdudinq Mexico) to Canada 60 seconds 60 seconds Outbound Canada to Mexico 60 seconds 60 seconds Outbound Mexico to Canada 60 seconds 60 seconds International Toll Free Service "ITFS"/Universallnternational Freephone Number "UIFN" billing increments: " , , -, '", " ,,' "", h;fJ_1l1ll9-',,'^~' " i~'::i :,' ITFSll:UFN ~ " " ,"'~' Inltlafallltn9J?~d~d 'I, '8~' anit..r...~'d..-"i~"'~:'~~~~: ",,-0;':[,,1[.""';; ~ ,,-'^' ~~~ ~ ,0~!( ,0 _~(, ~w" ~ '8 \> x"~" ",0 " ~W~~,""~ m~ i~ ~ c~ 0In~~bdoJuhnd' Int"erna' t'ional'(l excludin~g Mexi'c"o) to U"S 30 seconds 6 seconds Inbound Canada to US 30 seconds 6 seconds Inbound US to Canada 30 seconds 6 seconds Inbound Canada to Canada 30 seconds 6 seconds Inbound Mexico to US 60 seconds 60 seconds OMR#: 91485 Page 22 Copyright @ 2004 Owest. All Rights Reserved Contract Code: 600055 v1.041504 ( MASTER CONTRACT FOR VOICE AND DATA SERVICES INTERNATIONAL VOICE INFORMATIONAL PRICING SHEET 4.1 International Outbound Long Distance. Afghanistan $0.8535 $0.8355 Albania $0.4104 $0.3924 Albania. Mobile/Special Services $0.3243 $0.3063 Algeria $0.3528 $0.3348 Algeria - Mobile/Special Services $0.3888 $0.3708 American Samoa $0.2304 $0.2124 American Samoa - Mobile/Special Services $0.2880 $0.2700 Andorra $0.1680 $0.1500 Andorra. Mobile/S ecial Services $0.3494 $0.3314 Angola $0.5256 $0.5076 Angola - Mobile/Special Services $0.5616 $0.5436 Anguilla $0.3024 $0.2844 Anguilla - Mobile/Special Services $0.3321 $0.3141 Antarctica $0.5850 $0.5670 Antigua 50.2671 $0.2491 Antigua - Mobile/Special Services $0.4230 $0.4050 Argentina $0.1125 $0.0945 Argentina. Mobile/Special Services $0.3454 $0.3274 Armenia $0.4464 $0.4284 Anllenia . Mobile/Special Services $0.4824 $0.4644 Aruba $0.2304 $0.2124 Aruba - Mobile/Special Services $0.2664 $0.2484 Ascension Island $1.1224 $1.1044 Australia $0.0614 $0.0434 Australia - Mobile/Special Services $0.2538 $0.2358 Austria $0.1066 $0.0886 Austria' Mobile/Special Services $03248 $0.3068 Azerbaijan $0.4976 $0.4796 Azerbaijan - Mobile/Special Services $0.4976 $0.4796 Bahamas $0 1440 $0.1260 Bahamas - Mobile/Special Services $0.1980 $0.1800 Bahrain $0.3816 $0.3636 Bahrain - Mobile/Special Services $0.4176 $0.3996 Bangladesh $0.4241 $0.4061 Bangladesh. Mobile/Special Services $0.6247 $0.6067 Barbados $0.3024 $0.2844 Barbados - Mobile/Special Services $0.3370 $0.3190 Belarus $0.4230 $0.4050 Belarus - Mobile/Special Services $0.4500 $0.4320 Belgium $0.0540 $0.0360 Belgium. Mobile/Special Services $0.2970 $0.2790 Belize $0.3816 $0.3636 Belize - Mobile/Special Services $0.5542 $0.5362 Benin $0.3384 $0.3204 Benin - Mobile/Special Services $0 .4680 $0.4500 Bermuda $0.1872 $0.1692 OMR#: 91485 Page 23 Copyright @ 2004 Owest. All Rights Reserved Contract Code: 600055 v1041504 MASTER CONTRACT FOR VOICE AND DATA SERVICES INTERNATIONAL VOICE INFORMATIONAL PRICING SHEET Bermuda - Mobile/Special Services $0.2232 $0.2052 Bhulan $0.7584 $0.7404 Bhutan - Mobile/Special Services $0.8280 $0.8100 Bolivia $0.2873 $0.2693 Bolivia - Mobile/Special Services $0.3869 $0.3689 Bosnia & Herzegovina $0.3010 $0.2830 Bosnia & Herzegovina - Mobile/Special $0.4032 $0.3852 Services Botswana' $0.3240 $0.3060 Botswana - Mobile/Special Services $0.3960 $0.3780 Brazil $0.1440 $0.1260 Brazil - Mobile/Special Services $0.3022 $0.2842 British Virgin Islands $0.2376 $0.2196 British Virgin Islands - Mobile/Special $0.1917 $0.1737 Services Brunei $0.3816 $03636 Brunei - Mobile/Special Services $0.4176 $0.3996 Bulgaria $0.2520 $0.2340 Bulgaria - Mobile/Special Services $0.3348 $0.3168 Burkina Faso $0.4176 $0.3996 Burkina Faso - Mobile/Special Services $0.4680 $0.4500 Burundi $0.8208 $0.8028 Burundi - Mobile/Special Services $0.3448 $0.3268 . Cambodia $0.9216 $0.9036 Cambodia - Mobile/Special Services $0.9576 $0.9396 ---* -- -.'-- Cameroon $0.3967 $0.3787 ---- -- f--. Cameroon - Mobile/Special Services $0.5929 $0.5"/49 --. -- Canada $0.0449 $0.0269 Cape Verde Islands $0.4770 $0.4590 Cape Verde Islands - Mobile/Special $0.6030 $0.5850 Services Cayman Islands $0.2160 $0.1980 Cayman Islands Mobile/Special Services $0.2430 $0.2250 Central African Republic $0.7942 $0.7762 Central African Republic - Mobile/Special $0.8280 $0.8100 Services Chad $1.2494 $1.2314 Chad - Mobile/Special Services $0.8972 $0.8792 Chile $0.1632 $0.1452 Chile - Mobile/Special Services $0.3402 $0.3222 China $0.1642 $0.1462 China - Mobile/Special Services $0.2664 $0.2484 Christmas & Cocos Islands $0.1366 $0.1186 Colombia $0.1778 $0.1598 Colombia - Mobile/Special Services $0.3096 $0.2916 Comoros $0.6696 $0.6516 Comoros - Mobile/Special Services $0.6480 $0.6300 Congo, Republic of $0.5292 $0.5112 Cook Islands $5.4000 $5.3820 Cook Islands. Special Services $4.6980 $4.6800 Costa Rica $0.2268 $0.2088 Costa Rica - Mobile/Special Services $0.2628 $0.2448 Croatia $0.2873 $0.2693 Croatia - Mobile/Special Services $0.3606 $0.3426 OMR#: 91485 Page 24 Copyright @ 2004 Owest. All Rights Reserved Contract Code: 600055 v1.041504 MASTER CONTRACT FOR VOICE AND DATA SERVICES INTERNATIONAL VOICE INFORMATIONAL PRICING SHEET Cuba $0.9180 $0.9000 Cuba - Guantanamo Bay $1.0080 $0.9900 Cyprus $0.3024 $0.2844 Cyprus - Mobile/Special Services $0.4102 $0.3922 Czech Republic $0.2376 $0.2196 Czech Republic - Mobile Special/Services $0.3246 $0.3066 Denmark $0.1080 $0.0900 Denmark - Mobile/Special Services $0.2880 $0.2700 Diego Garcia $2.7180 $2.7000 Djibouti $0.5263 $0.5083 Djibouti - Mobile/Special Services $0 7063 $0.6883 Dominica $0.3134 $0.2954 Dominica - Mobile/Special Services $0.4230 $0.4050 Dominican Republic $0.1778 $0.1598 Dominican Republic - Mobile/Special $0.2160 $0.1980 Services East Timor $1.3500 $1.3500 Ecuador $0.2668 $0.2488 Ecuador - Mobile/Special Services $0.3672 $0.3492 Egypt $0.3283 $0.3103 Egypt - Mobile Special/Services $0.4608 $0.4428 EI Salvador $0.2189 $0.2009 EI Salvador. Mobile/Special Services $0.2518 $0.2338 Equatorial Guinea $0.9648 $0.9468 'Equatorial Guinea - Mobile/Special 1------- .------.- ~rvices $1.0080 $0.9900 Eritrea $0.6703 $0.6523 Estonia $0.3096 $0.2916 Estonia - Mobile/Special Services $0.4918 $0.4738 Ethiopia $0.6120 $0.5940 Ethiopia - Mobile/Special Services $0.6480 $0.6300 Faeroe Islands $0.2760 $0.2580 Falkland Islands (Islas Malvinas) $1.1250 $1.1070 Fiji Islands $0.5220 $0.5040 Fiji Islands - Mobile/Special Services $0.6539 $0.6359 Finland $0.1080 $0.0900 Finland - Mobile Special/Services $0.2340 $0.2160 France $0.0540 $0.0360 France - Mobile/Special Services $0.2662 $0.2482 French Antilles (incl. Martinique) $0.2736 $0.2556 French Guiana $0.3564 $0.3384 French Guiana - Mobile/Special Services $0.4680 $0.4500 French Polynesia $0.4976 $0.4796 Gabon Republic $0.4248 $0.4068 Gabon Republic - Mobile/Special Services $0.4608 $0.4428 Gambia $0.3672 $0.3492 Gambia - Mobile/Special Services $0.5189 $0 5009 Georgia $0.5294 $0.5114 Georgia - Mobile/Special Services $0.5506 $0.5326 Germany $0.0540 $0.0360 .-.--- Germany. Mobile/Special Services $0.2970 $0.2790 - OMR#: 91485 Page 25 Copyright @ 2004 Owes!. All Rights Reserved Contract Code: 600055 v1.041504 MASTER CONTRACT FOR VOICE AND DATA SERVICES INTERNATIONAL VOICE INFORMATIONAL PRICING SHEET Ghana $0.3312 $0.3132 Ghana - Mobile/Special Services $0.3672 $0.3492 Gibraltar $0.3812 $0.3632 Gibraltar- Mobile/Special Services $0.4342 $0.4162 Greece $0.1300 $0.1120 Greece - Mobile Special/Services $0.2662 $0.2482 Greenland $07650 $0.7470 Greenland - Mobile/Special Services $0.7650 $0.7470 Grenada $0.3254 $0.3074 Grenada - Mobile/Special Services $0.3614 $0.3434 Guadeloupe $0.2808 $0.2628 Guadeloupe - Mobile/Special Services $0.4630 $0.4450 Guatemala $0.2189 $0.2009 Guatemala - Mobile/Special Services $0.3276 $0.3096 Guinea $0.4320 $0.4140 Guinea. Mobile/Special Services $0.5758 $0.5578 Guinea-Bissau $1.4189 $1.3976 Guinea-Bissau - Mobile/Special Services $2.2500 $2.2320 Guyana $0.5280 $0.5100 Guyana - Mobile/Special Services $0.6075 $0.5895 Haiti $0.3706 $0.3526 Haiti - Mobile $0.4342 $0.4162 Haiti - Special Services $0.5400 $0.5220 Honduras $0.4500 $0.4320 Honduras - Mobile/Special Services 80.5220 $0.5040 Hong Kong $0.1150 $0.0970 Hong Kong - Mobile/Special Services $0.1656 $0.1476 Hungary $0.0836 $0.0656 Hungary - Mobile/Special Services $0.3502 $0.3322 Iceland $0.2520 $0.2340 Iceland - Mobile/Special Services $0.3745 $0.3565 India $0.2610 $0.2430 India - Mobile/Special Services $0.4176 $0.3996 Indonesia $0.1215 $0.1035 Indonesia - Mobile/Special Services $0.3238 $0.3058 INMARSAT - 870 $6.3000 $6.2820 INMARSAT - Atlantic East $6.3000 $6.2820 INMARSAT - Atlantic West $6.3000 $6.2820 INMARSAT -Indian $6.3000 $6.2820 INMARSAT - Pacific $6.3000 $6.2820 International Networks $4.2353 $4.2142 Iran $0.4651 $0.4471 Iran - Mobile/Special Services $0.6264 $0.6084 Iraq $0.7835 $0.7709 Ireland $0.1080 $0 0900 Ireland - Mobile/Special Services $0.3150 $02970 Iridium $3.6529 $3.6318 Israel $0.0630 $0.0450 Israel - Mobile/Special Services $0.1726 $0.1546 Italy $0 0529 $0 0349 Italy - Mobile/Special Services $0.2835 80.2655 Ivory Coast $0 5335 $05155 OMR#: 91485 Page 26 Copyright @ 2004 Owest. All Rights Reserved Contract Code: 600055 v1 .041504 MASTER CONTRACT FOR VOICE AND DATA SERVICES INTERNATIONAL VOICE INFORMATIONAL PRICING SHEET Ivory Coast - Mobile/Special Services $0.6408 $0.6228 Jamaica $0.3215 $0.3035 Jamaica - Mobile/Special Services $0.4553 $0.4246 Japan $0.0656 $0.0476 Japan - Mabile/Special Services $0.3023 $0.2753 Jordan $0.4651 $0.4471 Jordan - Mobile/Special Services $0.5352 $0.5172 Kazakhstan 50.1984 $0.1804 Kazakhstan - Mobile/Special Services $0.2650 $0.2470 Kenya $0.4320 $0.4140 Kenya - Mobile/Special Services $0.4680 $0.4500 Kiribati $0.9212 $0.9032 Kiribati - Mobile/Special Services $1.1250 $1.1070 Korea, North $0.8208 $0.8028 Korea, South $0.1222 $0.1042 Korea, South - Mobile/Special Services $0.1510 $0.1330 Kuwait $0.3830 $0.3650 Kuwait - Mobile/Special Services $0.5328 $0.5148 Kyrgyzstan $0.2531 $0.2351 Kyrgyzstan - Mobile/Special Services $0.4658 $0.4478 Laos $0.8304 $0.8124 Laos - Mobile/Special Services $1.0397 $1.0217 Latvia $0.3010 $0.2830 -- -- Latvia - Mobile/Special Services $0.4492 $0.4312 -- Lebanon $0.4378 $0,4198 -- ------ Lebanon - Mobile/Special Services $0.5198 $0.5018 Lesotho $0.4392 $0.4212 Lesotho - Mobile/Special Services $0.4752 $0.4572 Liberia $0.3312 $0.3132 Liberia - Mobile/Special Services $0.6982 $0.6802 Libya $0.4464 $0.4284 Libya - Mobile/Special Services $0.5580 $0.5400 Liechtenstein $0.1300 $0.1120 Liechtenstein. Mobile/Special Services $0.1958 $0.1778 Lithuania $0.3010 $0.2830 Lithuania - Mobile/Special Services $0.4953 $0.4773 Luxembourg $0.1080 $0.0900 Luxembourg. Mobile/Special Services $0.3150 $0.2970 Macau $0.4024 $0.3844 Macau - Mobile/Special Services $0.4464 $0.4284 Macedonia $0.3096 $0.2916 Macedonia - Mobile/Special Services $0.4230 $0.4050 Madagascar $12672 $1.2492 Madagascar - Mobile/Special Services $1.3032 $1.2852 Malawi $0.3456 $0.3276 Malawi - Mobile/Special Services $0.3816 $0.3636 Malaysia $0.0667 $0.0487 Malaysia - Mobile/Special Services $0.1726 $0.1546 Maldives $0.6864 $0.6684 Maldives - Mobile/Special Services $2.2500 $2.2320 Mali Republic $0.5616 $0.5436 Mali Republic - Mobile/Special Services $0.4782 $0.4602 OMR#: 91485 Page 27 Copyright @ 2004 Owest. All Rights Reserved Contract Code: 600055 v1 .041504 MASTER CONTRACT FOR VOICE AND DATA SERVICES INTERNATIONAL VOICE INFORMATIONAL PRICING SHEET Malta $0.2952 $0.2772 Malta - Mobile/Special Services $0.3312 $0.3132 Marshall Islands $0.6750 $0.6570 Mauritania $0.5184 $0.5004 Mauritius $0.5824 $0.5644 Mauritius Mobile/Special Services $0.6930 $0.6750 Mayotte Island SO. 6696 $0.6516 Mayotte Island - Mobile/Special Services $0.8518 $0.8338 Mexico Step 1-3 $0.1150 $0.0970 Mexico Step 4 - 7 $0.1154 $0.0974 Mexico Step 8 $0.1260 $0.1080 Micronesia $0.5130 $0.4950 Moldova $0.3967 $0.3787 Moldova - Mobile/Special Services $0.7729 $0.7549 Monaco $0.1080 $0.0900 Monaco - Mobile/Special Services $0.3494 $0.3314 Mongolia $0.8640 $0.8460 Montserrat $0.3420 $0.3240 Montserrat - Mobile/Special Services $0.5130 $0.4950 Morocco. $0.4129 $0.3949 Morocco - Mobile/Special Services $0.4673 $0.4493 Mozambique $0.4549 $0.4369 Mozambique - Mobile/Special Services $0.5760 $0.5580 -- ---_. Myanmar (Formerly Burma) $1.0906 $1.0726 Namibia $0.4950 $0.4770 --- -- Namibia - Mobile/Special Services $0.4032 $0.3852 Nauru $1 .4400 $1.4220 Nauru - Mobile/Special Services $2.2235 $2.1706 Nepal $0.5544 $0.5364 Nepal - Mobile/Special Services $0.6930 $0.6750 Netherlands $0.0540 $0.0360 Netherlands - Mobile/Special Services $0.3420 $0.3240 Netherlands Antilles $0.2435 $0.2255 Netherlands Antilles - Mobile/Special $0.3282 $0.3082 Services New Caledonia $0.6048 $0.5868 New Zealand $0.1300 $0.1120 New Zealand - Mobile/Special Services $0.3033 $0.2853 Nicaragua $0.3060 $0.2880 Nicaragua - Mobile/Special Services $0.3420 $0.3240 Niger Republic $0.5136 $0.4956 Niger Republic - Mobile/Special Services $0.3613 $0.3433 Nigeria $0.4230 $0.4050 Nigeria - Mobile/Special Services $0.5026 $0.4846 Niue $2.2680 $2.2500 Niue - Mobile/Special Services $2.2680 $2.2500 Norfolk Island $1.7894 $1.7714 Norway $0.1080 $0.0900 Norway - Mobile/Special Services $02223 $0.2043 Oman $0.4860 $0.4680 I Oman - Mobile/Special Services I $0.5220 $0.5040 I Pakistan $05400 $0.5220 OMR#: 91485 Page 28 Copyright @ 2004 awes!. All Rights Reserved Contract Code: 600055 v1.041504 MASTER CONTRACT FOR VOICE AND DATA SERVICES INTERNATIONAL VOICE INFORMATIONAL PRICING SHEET Pakistan - Mobile/Special Services $0.5328 $0.5148 Palau, Republic of $0.5400 $0.5220 Palestine $0.1510 $0.1330 Palestine Mobile $0.2025 $0.1845 Panama $0.3010 $0.2830 Panama - Mobile/Special Services $0.3456 $0.3276 Papua New Guinea $0.3600 $0.3420 Papua New Guinea - Mobile/Special I Services $1.8000 $1.7820 Paraguay $0.3312 $0.3132 Paraguay - Mobile/Special Services $0.3851 I $0.3671 Peru $0.2285 $0.2105 Peru - Mobile/Special Services $0.3382 $0.3202 Philippines $0.2070 $0.1890 Philippines. Mobile/Special Services $0.3330 $0.3150 Poland $0.0784 $0.0604 Poland - Mobile Special/Services $0.3650 $0.3470 Portugal $0.0688 $0.0508 Portugal. Mobile/Special Services $0.2970 $0.2790 Qatar $0.5670 $0.5490 Qatar. Mobile/Special Services $0.6300 $0.6120 Reunion Island $0.6671 $0.6491 Reunion Island - Mobile/Special Services $0.7222 $0.7042 Romania $0.1980 $0.1800 Romania - Mobile/Special Services $0.4234 $0.4054 -. -- _u Russia $0.1915 $0.1735 --.---- .- RussIa .. Mobile/Special Services $0.2520 $0.2340 Rwanda $0.6216 $0.6036 San Marino $0.1424 $0.1244 San Marino - Mobile/Special Services $2.0250 $2.0070 Sao Tome $2.0250 $2.0070 Saudi Arabia $0.3967 $0.3787 Saudi Arabia - Mobile/Special Services $0.5544 $0.5364 Senegal Republic $0.5335 $0.5155 Senegal Republic. Mobile/Special Services $0.6565 $0.6385 Seychelles Islands $0.7404 $0.7224 Seychelles Islands - Mobile/Special $0.4998 $0.4818 Services Sierra Leone $0.5850 $0.5670 Sierra Leone - Mobile/Special Services $0.5436 $0.5256 Singapore $0.1573 $0.1393 Singapore - Mobile/Special Services $0.2160 $0.1980 Slovak Republic $02326 $0.2146 Slovak Republic - Mobile/Special Services $0.3606 $0.3426 Slovenia $0.2520 $0.2340 Slovenia - Mobile/Special Services $0.4024 $0.3844 Solomon Islands $1.3500 $1.3320 Solomon Islands - Mobile/Special Services $1.8000 $1.7820 Somalia $1.3235 $1.3055 South Africa $0.0900 $0.0720 South Africa. Mobile/Special Services $0.3382 $0.3202 Spain $0.0540 $0.0360 I Spain Mobile/Special Services $0.3389 $0.3187 I OMR#: 91485 Page 29 Copyright @ 2004 awes!. All Rights Reserved Contract Code: 600055 v1.041504 MASTER CONTRACT FOR VOICE AND DATA SERVICES INTERNATIONAL VOICE INFORMATIONAL PRICING SHEET Sri Lanka $0.5184 $0.5004 Sri Lanka - Mobile/Special Services $0.5544 $0.5364 St. Helena $0.9106 $0.8926 St. Kitts/Nevis $0.2729 $0.2549 SI. Kitts/Nevis - Mobile/Special Services $0.4242 $0.4062 SI. Lucia $0.2808 $0.2628 St. Lucia - Mobile/Special Services $0.4712 $0.4532 St. Pierre/Miquelon $0.2688 $0.2508 SI. VincenVGrenadines $0.3336 $0.3156 St. VincenVGrenadines - Mobile/Special $0.4417 $0.4237 Services Sudan $0.6336 $0.6156 Sudan - Mobile/Special Services $0.4995 $0.4815 Suriname $0.6468 $0.6288 Suriname - Mobile/Special Services $0.6008 $0.5828 Swaziland $0.2952 $0.2772 Swaziland - Mobile $0.3312 $0.3132 Sweden $0.0900 $0.0720 Sweden - Mobile/Special Services $0.3282 $0.3102 Switzerland $0.0540 $0.0360 Switzerland - Mobile/Special Services $0.3918 $0.3738 Syrian Arab Republic $0.5328 $0.5148 Syrian Arab Republic - Mobile/Special $0.5688 $0.5508 Services __~.,u_ - Taiwan $0.1150 $0.0970 Taiwan - Mobile/Special Services $01510 $0.1330 --.'-~'._~ -- r-~-- Tajikistan $0.3812 $0.3578 Tajikistan - Mobile/Special Services $0.3812 $0.3578 Tanzania $0.4860 $0.4680 Tanzania - Mobile/Special Services $0.5832 $0.5652 Thailand $0.1292 $0.1112 Thailand - Mobile/Special Services $0.2952 $0.2772 Togo $0.5436 $0.5256 Togo - Mobile/Special Services $0.6930 $0.6750 Tokela', $1.8090 $1.7910 Tokelau - Mobile/Special Services $1.8360 $1.8180 Tonga Islands $0.5537 $0.5357 Tonga Islands - Mobile/Special Services $0.5027 $0.4847 Trinidad & Tobago $0.3010 $0.2830 Trinidad & Tobago - Mobile/Special $0.2986 $0.2806 Services Tunisia $0.3918 $0.3738 Tunisia - Mobile/Special Services $0.3918 $0.3738 Turkey $0.2736 $0.2556 Turkey. Mobile/Special Services $0.3398 $0.3218 Turkmenistan $0.6035 $0.5855 Turkmenistan - Mobile/Special Services $0.6035 $0.5855 Turks & Caicos $0.4024 $0.3844 Turks & Caicos - Mobile/Special Services $0.4455 $0.4275 Tuvalu $2.0118 $1.9938 Tuvalu - Mobile/Special Services $4.9680 $4.9500 Uganda $0.3967 $0.3787 Uganda - Mobile/Special Services $0.4464 $0.4284 OMR#: 91485 Page 30 Copyright @ 2004 awes!. All Rights Reserved Contract Code: 600055 vl.041504 ( MASTER CONTRACT FOR VOICE AND DATA SERVICES INTERNATIONAL VOICE INFORMATIONAL PRICING SHEET Ukraine $0.2462 $0.2282 Ukraine - Mobile/Special Services $0.3600 $0.3420 United Arab Emirates $0.4342 $0.4098 United Arab Emirates - Mobile/Special $0.5850 $0.5670 Services United Kingdom $0.0518 $0.0338 United Kingdom - Mobile/Special Services $0.3600 $0.3420 Uruguay $0.3240 $0.3060 Uruguay - Mobile/Special Services $0.3600 $0.3420 Uzbekistan $0.2531 $0.2351 Vanatu - Mobile/Special Services $2.1389 $2.1209 Vanatu, Republic of $1.3702 $1.3522 Venezuela $0.1984 $0.1804 Venezuela - Mobile/Special Services $0.3454 $0.3274 Vietnam $0.4500 $0.4320 Vietnam - Mobile/Special Services $05400 $0.5220 Wallis & Futuna Islands $2.2680 $2.2500 Western Samoa $0.5718 $0.5538 Yemen Arab Republic $0.5054 $0.4874 Yemen Arab Republic - Mobile/Special $0.5882 $0.5702 Services Yugoslavia - Mobile/Special Services $0.3960 $0.3780 Yugoslavia (inel. Serbia) $0.3488 $0.3308 Zaire, Republic of $0.5718 $05538 Zaire, Republic of - Mobile/Special Services $0.6882 $0.6702 Zambia $0 .3967 $0.3787 -- Zambia - Mobile/Special Services $0.4464 $0.4284 Zimbabwe $0.3240 $0.3060 Zimbabwe- Mobile/Special Services $0.4565 $0.4385 4.1.1 worldcard Switched Origination to Switched Termination Rate Schedule. Per above table $2.2500 4.2 ITFSlUIFN In certain countries, the following applications are not permitted for ITFS/UIFN: calling card, VRU (Voice Response Unit), operator services, third-country termination, dial tone, dial up access, dead air or any other response the individual carrier deems inappropriate to ITFS. Originating carriers treat all carriers equally regarding these restrictions. Restrictions on usage are imposed on all other carriers, including Owest, by the originating carriers. ITFS service orders violating the restrictive guidelines of the originating carrier will not be processed by Owest's ITFS/UIFN implementation group. Toll-free originating carriers finding usage in violation of their guidelines can, and will, block toll-free numbers on the originating side of the call without notice or appeal. Carriers may change their restrictions to be more restrictive without notice to Owest. Information regarding which country has this type of limitation is located in the "ITFS/UIFN Availability Matrix". Owest is able to supply a copy of the ITFS/UIFN Availability Matrix upon request. ITFS $10.00 N1A UIFN $10.00 $160.00 UIFN is a service which allocates 1 toll free number to be used in multiple foreign countries to call the United States and bill to the number in the United States. Countries which are currently available for UIFN are indicated in the table below. There is an NRC and an MRC, which are applicable per number, regardless of the number of countries in which the number is active. The per minute rates using the UIFN number are the same as the ITFS rates listed in the table below. The UIFN nonrecurring charge and monthly rate applies to any Owest product where the customer subscribes to UIFN(s). OMR#: 91485 Page 31 Copyright @ 2004 awes!. All Rights Reserved Contract Code: 600055 v1.041504 ( f ( MASTER CONTRACT FOR VOICE AND DATA SERVICES INTERNATIONAL VOICE INFORMATIONAL PRICING SHEET ,;;.,' . ~ ,; . - . It , , . -. . . . . . . ::. .::'-if iooi-; f:-,t . ;'. . ; ~! \! . ;! . . , AnQuilla $1.0260 $1.0080 Antigua $0.5292 $0.5112 Araentina YES $0.8730 $0.8550 Australia YES $0.1530 $0.1350 Bahamas $0.2430 $0.2250 Bahrain $0.5148 $0.4968 Barbados $0.3330 $0.3150 Beloium YES $0.1080 $0.0900 Bermuda $0.4212 $0.4032 Brazil YES $0.4644 $0.4464 British Virgin Islands $1.0260 $1.0080 Canada $0.0630 $0.0450 Cayman Islands $0.2192 $0.2012 Chile $0.3708 $0.3528 China YES $0.7740 $0.7560 Colombia $0.4212 $0.4032 Costa Rica $0.9828 $0.9648 Cyprus $0.1662 $0.1482 Denmark YES $0.1260 $0.1080 Dominica $0.6703 $0.6523 Dominican Republic $0.1350 $0.1170 Fiii $0.8190 $0.8010 Finland YES $0.2430 $0.2250 France YES $0.0810 $0.0630 Germany YES $0.0810 $0.0630 Greece $0.2107 $0.1927 Grenada $0.5710 $0.5530 Guatemala $0.8820 $0.8640 Hona Kono YES $0.3150 $0.2970 Hunoarv YES $0.5292 $0.5112 India $0.9630 $0.9450 Indonesia $0.7164 $0.6984 Ireland YES $0.0900 $0.0720 Israel YES $0.1530 $0.1350 Italy YES $0.0810 $0.0630 Jamaica $0.2298 $0.2118 Japan YES $0.3150 $0.2970 Korea, South YES $0.9180 $0.9000 LuxembourQ YES $0.2844 $0.2664 Macau YES $0.3780 $0.3600 Malavsia YES $0.4860 $0.4680 Mexico (Zone 1) $0.1530 $0.1350 Mexico (Zone 2) $0.1530 $0.1350 Mexico (Zone 3) $0.1530 $0.1350 Mexico (Zone 4) $0.1530 $0.1350 Montserrat $1.0260 $1.0080 Netherlands YES $0.0900 $0.0720 Netherlands Antilles $0.6750 $0.6570 New Zealand YES $0.1530 $0.1350 Norway YES $0.2430 $0.2250 OMR#: 91485 Page 32 Copyright @ 2004 Owest. All Rights Reserved Contract Code: 600055 v1.041504 { \ MASTER CONTRACT FOR VOICE AND DATA SERVICES INTERNATIONAL VOICE INFORMATIONAL PRICING SHEET Panama $0.4284 $0.4104 Peru $1.2330 $1.2150 Philiopines YES $0.3150 $0.2970 Poland $0.5292 $0.5112 Portuaal YES $0.2430 $0.2250 Sinoapore YES $0.3150 $0.2970 South Africa YES $0.6084 $0.5904 Spain YES $0.2430 $0.2250 Sf. Kitts $0.5882 $0.5702 St. Lucia $1.3860 $1.3680 Sf. Vincent/Grenadine $0.7380 $0.7200 Sweden YES $0.2430 $0.2250 Switzerland YES $0.2430 $0.2250 Taiwan YES $0.5220 $0.5040 Thailand YES $0.5652 $0.5472 Trinidad & Tobaoo $0.5292 $0.5112 United Kinqdom YES $0.0810 $0.0630 Venezuela $0.6084 $0.5904 4.3 Canada Services - To and From Switched Origination. $0.063 Switched Termination Switched Origination. $0.045 Dedicated Termination Toll Free Service Switched termination selVice Terminating in Canada available only United States Switched Origination - Canada $0.063 Switched Termination Canada Switched Origination . Canada Switched $0.063 Termination 4.3.1 $0.0720 Per US to International rates in Section 5.1 $0.5000 International to US Operator Assisted Per US International rates in Section 5.1 $2.5000 4.4 worldcard International Origination to U.S. Termination. The following NPAs are blocked to prevent fraud and therefore calls cannot be originated/terminated until block is removed. The block can be removed from individual cards at the customer's request. Bahamas (242) Barbados (246) Antigua and Barbuda (268) Dominican Republic (809) Trinidad and Tobago (868) OMR#: 91485 Page 33 Copyright @ 2004 Owest. All Rights Reserved Contract Code: 600055 v1.041504 ( ( MASTER CONTRACT FOR VOICE AND DATA SERVICES INTERNATIONAL VOICE INFORMATIONAL PRICING SHEET St. Kitts and Nevis (869) " .~... ~ i w- , .,.' . ft .., .:.. ~ ~. "" i; .''::J AntiQua (Barbuda) $1.4040 $1.0000 Aroentina $1.4040 $1.0000 Australia (Tasmania, Chismas Islands. Cocos Islands\ $0.5544 $1.0000 Austria $0.7200 $1.0000 Bahamas $1.1448 $1.0000 Bahrain $2.0250 $1.0000 Barbados $0.8352 $1.0000 Belarus (Vitebsk, Grodno, Brest. Minsk, Mo<tJilev, Gomel\ $1.1520 $1.0000 Belgium $0.7200 $1.0000 Bermuda $1.1250 $1.0000 Bolivia $1.8360 $1.0000 Brazil $0.7488 $1.0000 Brunei $2.2536 $1.0000 Bulgaria $1.1520 $1.0000 Chile $1.0440 $1.0000 China $1.2384 $1.0000 Colombia (San Andres Isl.) $0.9720 $1.0000 Costa Rica $0.8136 $1.0000 Croatia $1.1520 $1.0000 CVDruS _ $1.1520 $1.0000 Czech Reoublic $1.0440 _. $1.0000 Denmark $0.7200 $1.0000 Dominica - $1.35~_-J_. $1.0000 Dominican Republic $0.8280 $1.0000 Egypt $1.4040 $1.0000 EI Salvador $1.4040 $1 .0000 Fiii Islands $2.2536 $1.0000 Finland $0.7200 $1.0000 France (Corsica Island) $0.4608 $1.0000 French Guiana $1.1255 $1.0000 Germanv $0.4536 $1.0000 Greece $0.9936 $1.0000 Guadeloupe (St Barthelemy, St. Martin French Part, $1.0000 Marie Galante) $1.1255 Hong Kong $0.5904 $1.0000 Hunoarv $0.7200 $1.0000 Iceland $0.8568 $1.0000 India $2.7000 $1.0000 Indonesia (Do not cover EastTimor) $1.3104 $1.0000 Irelaod $0.6840 $1.0000 Israel-Bezeq (Not cover Palestinian Territories) $0.9648 $1.0000 Italy (Elba Island. San Marino, Vatican Citv) $0.6480 $1.0000 Jaoan $0.5616 $1.0000 Kenya $2.1600 $1.0000 Korea (South) $1.0368 $1.0000 Lativa $1.4040 $1.0000 Lithuania . $1.0440 $1.0000 Luxembourq $0.7200 $1.0000 Macedonia $1.6200 $1.0000 Malaysia (Peninsular Malaysia and East Malaysia) $1.2312 $1.0000 Malta $0.9000 $1.0000 Martinique $1.4040 $1.0000 Mauritius $2.2536 $1.0000 OMR#: 91485 Page 34 Copyright @2004 Owest. All Rights Reserved Contract Code: 600055 v1.041504 MASTER CONTRACT FOR VOICE AND DATA SERVICES INTERNATIONAL VOICE INFORMATIONAL PRICING SHEET Mexico $0.9288 $1.0000 Monaco $0.7200 $1.0000 Netherlands $0.4392 $1.0000 New Zealand (Chatham Islands) $1.1520 $1.0000 NicaraQua $1.4328 $1.0000 Norway (Jan Mayen, Svalbard Islands) $0.7200 $1.0000 Panama $1.4040 $1.0000 Peru $0.8568 $1.0000 Philippines $1.1376 $1.0000 Poland $1.0584 $1.0000 PortuQal (Azores. Madeira) $1.1016 $1.0000 Reunion Island (France) $0.9000 $1.0000 Romania $1.3500 $1.0000 Russia $1.1520 $1.0000 Senegal $2.2536 $1.0000 Singapore $1.1520 $1.0000 Slovak Republic $1.1520 $1.0000 South Africa $0.9504 $1.0000 Spain (Balearic Island, Canary Islands. Ceuta, Melilla $1.0000 Islands) $0.8784 Sri Lanka $1.8000 $1.0000 St. Kitts & Levis $1.4040 $1.0000 St. Pierre $1 A040 $1.0000 Sweden $0.7200 $1.0000 Switzerland (Do not cover Liechtenstein) $0.7200 $1.0000 Syrian Arab Republic $= $1.7550 $1.0000 Taiwan $0.5976 $1.0000 $1.0000 .-. Thailand $1.3608 $1.0000 ----- Trinidad & Tabaqo - $1.3500 ,- Ukraine $1.1520 $1.0000 United Kingdom (England. Scotland, Wales. Nothern $1.0000 Ireland, Isle of Man, Guernsey. Channel Island) $0.3168 Venezuela (Margarita Island) $0.8100 $1.0000 4.5 worldcard International Origination to International Termination. Ar entina $1.00 Australia (Tasmania, Christmas Islands, Cocos $1.00 Islands $0.7135 Austria $0.8864 $1.00 Azores Portu $1.7609 $1.00 Bel ium $0.7270 $1.00 Bolivia $2.4001 $1.00 Chile $1.6124 $1.00 China $1.7226 $1.00 Colombia San Andres Isl. $1.6832 $1.00 Croatia, Re ublic of $1.4999 $1. 00 Czech Re ublic $1.1768 $1. 00 Denmark $0.5807 $1.00 Dominican Re ublic $1.0645 $1.00 EI Salvador $1.2861 $1.00 Finland $0.6370 $1.00 France Corsica Island $0.5245 $1.00 OMR#: 91485 Page 35 Copyright @ 2004 Qwes!. All Rights Reserved Contract Code: 600055 v1.041504 MASTER CONTRACT FOR VOICE AND DATA SERVICES INTERNATIONAL VOICE INFORMATIONAL PRICING SHEET French Guyana $1 .4346 $1.00 Germany $0.6721 $1.00 Greece $0.9092 $1.00 Guadeloupe (St Barthelemy, St. Martin French Part, $1 .4346 $1.00 Marie Galante) Hono Kono $0.5605 $1. 00 Hungary $0.9824 $1.00 Iceland $1.2524 $1.00 Ireland $0.9809 $1.00 Israel-Bezeq (Not cover Palestinian Territories) $0.9998 $1.00 Italy (Elba Island, San Marino, Vatican City) $0.7614 $1.00 Japan $0.9745 $1.00 Korea, South $0.7101 $1.00 Latvia $0.9850 $1.00 LuxembourQ $0.8586 $1.00 Macedonia $2.3663 $1.00 Madeira Islands $1.7609 $1.00 Martinique $1.6463 $1.00 Mexico $1.0836 $1.00 Monaco $0.9938 $1.00 Netherlands $0.5234 $1.00 New Zealand (Chatham Islands) $0.6820 $1.00 Norway (Jan Mayen, Svalbard Islands) $0.6280 $1.00 Panama $0.7758 $1.00 Philippines ..:.$1.0274 $1.00 ------------ -- Poland _. $0.9"122 $1. 00 ------------.- --- PortuQal (Azores, Madeira) $1.7609 $1.00 Reunion Island $1.4346 $1.00 Russia $1.6124 $1.00 San Marino $0.7614 $1.00 Sinqapore $0.5189 $1.00 Slovak Republic $1.6911 $1.00 South Africa $1.3446 $1.00 Spain (Balearic Island, Canary Islands, Ceuta, $0.7742 $1.00 Melilla Islands) St. Pierre & Miouelon $1 .4346 $1.00 Sweden $0.5796 $1.00 Switzerland (Do not cover Liechtenstein) $0.4289 $1.00 Ukraine $2.0061 $1.00 United Kingdom (England, Scotland, Wales, Northern Ireland, Isle of Man, Guernsey, Channel $0.6314 $1.00 Island) Vatican City $0.7614 $1.00 OMR#: 91485 Page 36 Copyright @ 2004 Owest. All Rights Reserved Contract Code: 600055 v1.041504