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HomeMy WebLinkAbout2007-189 Agrmt - Qwest CiTY RECORDER'S COpy Page 1 / 1 ".., .aa~ CITY OF ASHLAND 20 E MAIN ST. ASHLAND, OR 97520 (541) 488-5300 r:::i r- ~~~;_.-, VENDOR: 001982 QWEST, WHOLESALE SERVICES POBOX 856184 LOUISVILLE, KY 40285-6184 SHIP TO: Ashland Fiber Network (541) 488-5354 90 N. MOUNTAIN ASHLAND, OR 97520 FOB Point: Terms: Net Req. Del. Date: Speclallnst: Req. No.: Dept.: IT Contact: Joe Franell Confirming? No THIS IS A REVISED PURCHASE ORDER Internet Bandwidth Services Dedicated Internet access account #62800974 - Initial contract term fulfilled, services are now month to month and may be disconnected without termination liability. (Per Joni's email 8/9/2007). Purchase order has been requested for three additional months (AuQ, Sept, Oct) @ $6,520 per month. 19,560.00 BILL TO: Account Payable 20 EAST MAIN ST 541-552-2028 ASHLAND, OR 97520 SUBTOTAL TAX FREIGHT TOTAL 1 ~ ~ '-'~ 1- ?:~7 AU~rized SIgnature VENDOR COPY A request for a Purchase Order REQUISITION FORM CITY Of ASHLAND Date of Request: THIS REQUEST IS A: D Change Order(existing PO # Required Date of Delivery/Service: Vendor Name Address: City, State, Zip: Telephone Number Fax Number Contact Name Qwest Wholesale Services PO Box 856184 Louisville, KY 40285-6184 888-496-7447 SOLICITATION PROCESS Small Procurement X Sole Source o Invitation to Bid o Less than $5,000 o Written findings attached (Copies on file) o Quotes (Not required) CooDeratlve Procurement Reauest for ProDOsal o State of ORmA contract (Copies on file) Intermediate Procurement o Other govemment agency contract o SDec1a11 ExemDt AMC 2.50.070 (S) 0 0 Copy of contract attached o Written findings attached o Emeraencv 0 Contract # o Written findings attached Description of SERVICES tZ:e~~~ .f 6(~,,0 1 f>D 07 I ~ 0 D Internet Bandwidth Services. Extension of existing service needed. Three months (Aug Oct at $e99Q.O() a month. t( of MATERIALS Item # Quantity Unit De D Per attached QUOTE Project Number ______. ___ Account Number 691.02.47.00.601400 · Items and services must be charged to the appropriate account numbers for the financia/s to reflect the actual expenditures accuretely. E;I signing this requisition form, I certify that the information provided above meets the City of Ashland public contracting requirements, (3nd the documentation can be p ided pon request. ~ ~ EmplQyee Signature: Supervisor/Dept. Head Signa . . ~ David Martin Jo G: FinanceIProcedurelAPlFormslQwestbandwklth..doc Upda\ed on: 8I3l2OO7 IC I Infonnation Technology Department 90 North Mountain Avenue Ashland, Oregon 97520 (800) 735-2900 City of Ashland Memo To: Finance Department From:Joseph Franell CC: Date: 8/9/2007 Re: Purchase Order for continuation of Qwest Services This is to cover month to month payment for extension of existing service until Qwest completes installation of new serVice in AFN Headend. Current completion date provided b Qwest is September 15th. 1 n- I Kari Olson - FW: 62800974 Page 11 From: To: Date: Subject: "Joni Mantle" <jonLmantle@ncanet.com> "Kari Olson" <kari@ashland.or.us> 8/9/2007 11 :27:08 AM FW:62800974 Joni D. Mantle Owest Certified Strategic Partner, NCA 1-800-866-8508 503-620-9442 fax 503-213-7622 jmantle@ncanet.com -----Original Message----- From: Joni Mantle Sent: Thursday, August 09,200711 :21 AM To: David Martin Subject: FW: 62800974 Wanted to be sure I had forwarded this to you -;:> ~~ r ~ ~ tt!!'~- CJ '9 - 0 7 8~-c~~n ~~~S ~ ~t:I-^~<' h~~ 7/26/07 it auto renewed because it says now 7/26/09...but they have L _ L ~~ ~ ,c ~ AJ? fulfilled their commit of the two year contract this year, so the ~ l!.. A.. k; ~ account may be disconnected without termination liability ~ ~ -+t.. V r e:t ~~ ~ ~ 4AA..~!A-L!L.d'L~ ~Ju ~U t9,e~~ ~u -~ 'hV h-~ /"U""1' d---.-~~~U-r a.~'r~u~~ ?~ -St'?AJ~. Dedicated Internet access account 62800974 ~?" Contract commitment has been fulfilled. -----Original Message----- From: Novell Eckstrom [mailto:novell.eckstrom@ncanet.com] Sent: Friday, August 03, 2007 8:42 AM Subject: FW: 62800974 What is the end date of the OT A contract for this customer (Acct 62800974). Customer is City of Ashland. Novell -----Original Message----- From: Joni Mantle Sent: Thursday, August 02, 2007 5:20 PM To: Novell Eckstrom; 'martind@ashland.or.us' Subject: 62800974 Would you confirm the official end date of this OTA DIA contract and send to David Martin? He is going to be disconnecting and needs to confirm the end date _ sent from a blackberry wireless device. This communication is the property of Owest and may contain confidential or privileged information. Unauthorized use of this communication is Kari Olson - FVV: 62800974 Page 2 t strictly , prohibited and may be unlawful. If you have received this communication in error, please immediately notify the sender by reply e-mail and destroy all copies of the communication and any attachments. Page 1 / 1 r~' CITY OJ: ASHLAND 20 E MAIN ST. ASHLAND, OR 97520 (541) 488-5300 r=1r VENDOR: 001982 aWEST, WHOLESALE SERVICES POBOX 856184 LOUISVILLE, KY 40285-6184 SHIP TO: Ashland Fiber Network (541) 488-5354 90 N. MOUNTAIN ASHLAND, OR 97520 FOB Point: Terms: Net Req. Del. Date: Special inst: Req. No.: Dept.: IT Contact: Joe Franell Confirming? No ~----/- Internet Bandwidth Services Extension of existinQ services Three months (AuQ, Sept, Oct) @ $6,900 per month. / / / ,// Irv A / P-- ~ ( ~?; ~f/ l) ,Y {It 0/1 BILL TO: Account Payable 20 EAST MAIN ST 541-552-2028 ASHLAND, OR 97520 SUBTOTAL TAX FREIGHT TOTAL Authorized Signature VENDOR COpy ~~r'u,-"L zn0 C-A./~/~.f' (? ~ "h- -I r If(., ~ ~-~ ~ S---- c:l-u-,Lp r U---1'\ U--W ~~ ~ fC'.~ 1t ~ X? IlL y~ S' ~A- ,>$ ~~-~ ~" ~<- ~4 r4' ....,Tv rV:("t,,;r~I""~~D'{: (.ClDY II e , '. '.. ." ',,' .,;. _ ., ! ,..; .... """ I CITY OF ASHLAND 20 E MAIN ST, ASHLAND, OR 97520 (541) 488-5300 Page 1 /1 . ~:~ r ~":' ' . ': [,:, '-'-::-'r,~ :1 7/21/2005 VENDOR: 001982 aWEST, COMMERCIAL SERVICES POBOX 856169 LOUISVILLE, KY 40285 SHIP TO: Ashland Fiber Network (541) 488-5354 90 N. MOUNTAIN ASHLAND, OR 97520 FOB Point: Tenns: Net Req. Del. Date: 7/112005 Speclallnst: Req. No.: Oepl: IT Contact: Richard Holbo Confirming? No BILL TO: Account Payable 20 EAST MAIN ST 541-552-2028 ASHLAND. OR 97520 Or7'-r(;::,< ~~ ~ b-r If/ I .- I '1 ~../ _-tf': ~~ Autho;L Signature /' ~ VENDOR COpy ,. THIS REQUEST IS A: o Change Order(exlsting PO # :\ '<-A e L- ~ , ~ p.,A- ~ &- ..", _ ~t S- IN: - ;;<- B CITY or ASHLAND A requ.!st for a Purchase Order RE~UISITION FORM Date of Request: ~. ~ '~ , ' ,", ~, . , '. '.; "" ~ ~ Required Date of Delivery/Service: .;~~ , - ".~ ., ,/,,<r'. Vendor Name Addl'lll City, State, Zip Telephone Number FIX Number Contact Name Qw '€.5\ I-It (IY ucnATlO.piIDcIIa ~. Procul'lllllll'lt Less than $5,000 o Quotes (Not required) 80Ie Soun:e o Written findings attached InvIatIon to BId (CopIes on file) ReaUllt for PI'OIIOIII (CopIes on file) Saec:IaI , EDmDt Written fllK.I!'lls attached Em8""lnev o Written findings atta:hed ~1Ita Procul'lllllll'lt (3) Wrltten Quotes (CopIes attached) CooDeraIIve ProcuI"8lMllt o Stale ct ORIWA contract o Other government agency contract o Copy of contract attached o Contract # of _RVlca 'D5 ~ '....,.TE~N~'T ~E~" \cE. Per attached PROPOSAL (:2-) ~ oj lit... ~r_ rUt., ~.--.." Item " Quantity Unit ............ of IlATDIAU 6~ZO .r~ t'^C~ri JfSm I t--rrE R.....'f:-T A- t00 j)5'5 LD ~L UJO Unit Price Total Coat Project Number______"___ erO -"> 0 ~ bOll/Ill ;gg~g~~Ol7 -70'{$ Account Number ___" __" __" __" ______ "Items 8IId aeMces must be charged to the appropriate account numbers for the financisls to reIIect the actual expenditures accurately. r>>--Ptr IltachlCl QUOTE By signing this requisition fonn, I certify that the ;,fotmation provided above meets the City of Ash/end public contiacting l8quif8lrJ8l1ts, and the documentation CIJ'J be plO~ 'F'.l8CIuesf. EmpIoyoo S1gnllllro: ~A 1JIt~ SuporvIlOI1Il\IpI. Hood 81.".....: ~.:1~,~ . G: FNnce\Proc:edurIAPlFonnl\8~ bin 18V11ed.doc UpdatIld on: 6I15flOO5 CITY OF ASHLAND Memo DATE: TO: FROM: RE: September 15, 2005 AFN must purchase Internet Bandwidth in order to provide high speed internet data services to our customers. AFNs current bandwidth needs are in excess of 70 Mbits per month. We currently purchase 30 Mbits from Hunter Communications at $1 OO/Mbit or $3,000 per month which is transmitted over the existing AFN owned fiber line that runs from Ashland to Medford. Lee Tuneberg, Finance Director Richard Holbo, Telecommunications Engineer Written Flndlnas - QWEST. Internet Bandwidth and Local LOaD Connection The remaining 45 Mbits of Internet Bandwidth that is required to meet our current needs is purchased from Qwest for $78.22IMbit which is received over a DS3 local loop connection that tenninates directly in the AFN headend (AFN network control room). There are several sources for Internet Bandwidth; but, Owesfs DS3 local loop connection is the only other practical means of transmitting Internet Bandwidth directly to the AFN headend. Other companies could provide internet bandwidth via Qwest's local loop connection; however, we feel it Is in the City best interest at this time to negotiate direcUy with Owest for the additional DS31oca1100p connection (separate transmission line terminating direcUy in the AFN headend), including Internet Bandwidth. The Owest DS31ocalloop connection provides network redundancy - secondary coverage - H there is an internet outage across the AFN fiber line from Ashland to Medford. Purchasing Internet Bandwidth from two sources and having two completely separate means of receiving the Internet Bandwidth being transmitted to the AFN headend allows us to have greater control and network reliability. .' Public contracts for Internet Bandwidth are exempt from the competitive process; however, we did request quotes from several suppliers for Intemet Bandwidth. Owest was the lowest bidder at $78.22IMbit and Hunter Communications was the second lowest bidder at $100lMbit. We feel strongly at this time that it is in the City's best interest to have two sources for Internet Bandwidth. The Owest DS310caJ loop connection is $3,000 per month, $36,000 per year. For a business the size of AFN; It is a standard practioe In the industry to have a minimum of 2.3 separate isolated transmission lines. The Qwest DS31ine is located underground and the AFN fiber line to Medford is located overhead. In the recent past, a fire in Medford destroyed the AFN fiber overhead line, and we had the Owest DS3 local loop underground connection to continue providing high speed intemet and data services. We feel strongly at this time that the City must have a minimum of two means of receiving Internet Bandwidth. Ashland Fiber Network 90 N. Mounllln AV8IlUe AshI8ncl, 0r8g0n 87520 WWW.ashllnd.or.us r~' <41 ~., -- . Qwest. Business Partner Program I -.1-, . .1' .' 'L,. t {, ~ . - "'........ L ~ I t; Date: 6/29/2005 Letter of Agency -- ----- ~I C -(-- .C'" t!' .;< c....~ Ii e:.. To: Qwest Communications From: Network Computing Architects, Inc. 5558 SE International Way Portland, OR 97222 Please be advised that we, Ashland Fiber Network, have entered Into an agreement with Network Computing Architects, Inc., 5558 Se International Way, PorUand, OR to operate as our agent with Qwest Communications for the purpose of managing our communications selVices at Ashland Fiber Network. This Letter of Agency ,LOAj hereby authorizes Network Computing Architects, Inc. to ad as our agent for the purpose of ordering, coordinating, discussing and arranging communications services and specifically authorizes release of all customer records to Netwol1t COmputing Architects. Inc., Including but not limited to billing records, selVices records, and networ1t and equipment records. We accept full responsibility for all authorized orders placed by our authorized agent with Qwest COOVnunlcations on our behalf. This LOA will become effective on 6J29/2005 and will remain In effect for a period of one year unless revoked in writing prior to that date. This does not preclude our ability to act In our own behalf when we deem It necessary. Any questions relating to this matter may be directed to Joni Mantle 503-620-944~/ 7~re Ashland Fiber Networt 90 N. Mountain, Ashland t OR 97520 P8rtner (lndlClted move) IIId Qwest CommW'l1cllions 19"10 protect CUstomer ProprIetary Network Information (CPNI) on behalf cl our joint CUstomer (Indlcaled above). , " Qwest Communications Quote Summary for. ,L,SHLAND FIBER NETWORK DS3 LOCAL LOOP Cl!IateD:~s ~ D*:fI28I2OO6 . Type: iQ Networtcing -Internet Port (Special Access) NPAINXX: 541482 Servlce: Non-R8lII TIme AVilIIabIe: V_ CIrcuIt-=1 Tena2 Yew NRC: $31 ~ OuotETotals~~ Quote Details for CIrcuit # 1 Quote 1):06280553&555 Quote DlD:fI28I2OO6 Aa:eaType:1Q NelwoltdIIlI-lnlemIC Port (Spec:illII Accea) $erYIce: Non-R8lII T_ AvaJable:Y_ lI'Grt~44736 .:;:~,;:~ 2 V.,. '~;".~<':,?":-'~'.:];...;--:. ,. :;~~t 2:'~<XR'CRAmN-,", POP r.':"p {tJtt. c," ~CCt:S5 F-c.nq InfcrmJtlon ...~ Teico:QWEST CORPORATION - OR QI.y: ~OR CUJ code:MlFDOR33 V~7503 .' :'(~sw&;':o~: SpECIal ACCESS (loop) Rates .~..= ',';-, - . .~..C~ 1" . " i".>-~...~ Terms mid Conditions n.o aklIln: ~ iIr 4S u,. fna tho '<kic. Qaato DItc' fCJUllllialbc foal<< of..lIocamaIl.... Ill... will lie wrifiallly Q.- CIlIIcr '*Y d Ibc am. a Scrvico 0rcI<<.~ Tbr: ~pricias ia IIuad lID'" cam:alU1.C ~.... tbr: -.ocUtod St-ial "- Tlriffatc........ MJ IpCCiIl ~ nlqIIirai wiIl__1bceo dIarp. Qwat will cbqo _ .wm-l..ably....m.a dIarp (MRC) ilea-A (c.- PnwiIIaI AlI:ccIa). 'I1aia dIarp ilia P- fix' ~ tIna&h ()c'192 -we. -.I ... to lie applied to allow Q..- to Ia:GIIp CIlIIl's.-ialcd willa capital ~ for ___ &ciIiIieL 'I1aia cIIqe ___lie waMd.. Qwat &p.. ~ In: __ cIiaibIe fiIr.... prcIIDCItiDMl priciaa.. $ 3,000 $313 $3.000.$313 #~-- Customer Sipaturc Qwest Rep. SigDaIure Date Sipcd Quote ID:06280SS36SSS Quote Oria. Duo: 6f28I2OOS Page 1 ofl i. ride the light ' Qwest~. QWEST TOTAL ADVANTAGE QC Record Order Request Fonn This Form Is Used To Request Record OrclelS to QC Accounts That Will Contribute Towards A Qwest Total Advantage Agreement Order Date: Sales ReplPartner. 10: 89NF Sales Su rtlPartner. Sales Channel: QBPP Related QCC Order # , Name: Joni Mantle Phone: 503-620-9442 E-Mail: jmantle@ncanet.com Sales Name: Phone: E-Mail: Sales 10: X Yes No ORDER DETAIL Attention Order Entry: Please add the TACC FID and associated Discount Grou Number to the above accounts. Submit the Fonn to Your Designated QC Order Entry Center E~ail Box. Page 1 of1 12111104 QWEST TOTAL ADVANTAG~ AGREEMENT - OM MONTHLY ASSESSMENT This Qwest Total Advantage Agreement ("Agreement") is belween Qwest Communications Corporation rawest" or "QCC") and Ashl.a~ Fiber Network ("Customer") and Is effective on the date Qwest signs it ("Effective Date"). Customer's current address, faCSImile n~, and person designated for notices are: . Capitalized terms in this Agreement are defined where they appear or In the Definitions Section. The offer contained in this document is only valid through Friday, August 12, 2005, and wiR expire if Customer does not execute and deliver the Agreement to Qwest on or before that date. CUSTOMER: ASHLAND RBER NETWORK ~~ ~E. .- /, N~~(--D ,~t:!..Jn~ " /.3,,/~ , QWEST COMMUNICATIONS CORPORATION By: Name: TIUe: Date: By: Name: TiUe: Date: COMMITMENT"E~TES Customer's "Revenue Commitment" and "Initial Term" are: $5,OOOIMonth; Two Year (190052). Starting three months after the Effective Date, Customer's aggregate Contributory Charges must equal or exceed the Revenue Convnitment during each Measurement Period. "Contributory Charges" means: (a) all MRCs and usage charges for QCC Contributory Services ordered under this Agreemert after the Effec:tive Date and incurred during the Term; (b) .1 URes and usage charges tor ac Ccriributory Services, alA Conlributory Services, Qwest Wireless Contributory Service, QCC Logie-. IIfld QCC Keynote Perspective_ ordered before or after the Effective Date under separate agreements and Incurred during the Term; and (c) SeMce cancellltion charges imposed by Qwest and paid by Customer. Qwest will provide ServIces at the rates and QTA Discount associated with the then cunent Term and Revenue Commitment as set forth in a Service &hlbit or if not set forth in a SeMce Exhibit, It the rates desalted in this Agreement SERVICES ORDERED UNDER THIS AGREEMENT Qwest win provide, and Customer will purchase, the servIc:es ("Services") checked below (if necessary) and desc:r1bed in anyappiicable service description and/or rate schedule attached hereto as an exhibit rSeNice Exhibir). .. QCC Contributory Services. The following "ace Contributory Services" may be purchased under this Agreement o Voice and Data Services Pricing Exhibit (The Services described in this pricing exhibit will be offered in accordance with the Agreement and such exhibit Except as provided in this pricing exhibit and the other exhibits listed below, other ace Voice and Data Services may be purchased at any time under this Agreement without attaching additional Service Exhibits. Those Services are: Domestic ATM. domestic Frame Relay. domestic Private Une. domestic Audio Conferencing, domestic Outbound Long Distance, domestic ToU~ree, domestic VNS vok:e services. international voice, worIdcarcf. and Directory Services) o Remote Access 0 Private Routed Network ("PRN") 0 OneRexTII Hosted VoIP o Domestic Qwest lQ NetworIdngTII 0 Domestic Networit Diversity. 0 Metro Private Une o Domestic and International Qwest lQ Networtdng TII 0 Intrusion Delec:tion 0 Integrated Management o Qwest Web Contact Center (.QWCC") 0 Perimeter Check 0 International Pri'llde Une o QWCC Carrier Neutral Option 0 Dedicated Haatlng 0 InternatIonIII Frame Relay o Custom Support ServIces for Hosted Systems 0 Managed Hosting (..quires 0 International ATM o QWCC AppIIcatIoiI Development Dedic8led Hosting) 0 Metropal'" 0pticIII o Managed SecurIty and Flrewall- VPN 0 Storage Ethernet o Anti-VlruslAnti-Spam 0 OneFlexllllnlllgrated Access 0 Q Routing1ll o QWave PrIvate Une 0 Secure RemaIe Access n. Miscellaneous Service. The following miscelB1eoUS Service may be purchased under this Agreement. but is not a Contributory Charge: (81 Local ADcessttl (Unless the Local Access SeNices box is checked and the related Service Exhibit is attached to this Agreement, Customer will be solely responsible for ordering all local access.) # May only be purchased if at least one of the following is also purchased: domestic ATM, domestic Frame R~lay, dedicated domestic Outbound I Inbound Long Distance, Qwest ia Networking (Internet Ports only). PRN, and/or Local/v::cess Services. tI# May only be purchased If at least one of the foIowing Is also purchased: Voice and Data, Qwest IQ Nelwortclng, and/or PRN Services. . Q.ADVAN FE Page 1 --..------. Copyright 0 2005 Qwest /II Rights ~~; , H I aWEST TOTAL ADVANTAGE- AGREEMENT - DM 1. ServiceS. The description, monthly recuning charges (OMRCs"), nonrecuning 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 SeMce ordered under a Service Exhibit; (b) Services Schedules for interstate and international Voice and Data Services; (e) Tariff for intrastate Voice and Data Services; andfor (d) Order Form for any Service, if applicable. Customer represents and warrants that It is not a reseller and will not resell the Services. 2. Te~. The In~1 Term is set f~ in the ~ColN'llitmenVTennlRates" Section on the signature page of this Agreement M. the end of the Initial Term, thiS Agreement Will automatically renew under the same terms for consecutive renewal periods equal to the Initial Term (a "Renewal Term"). The Initial Term and each Renewal Term are referred to as the oT erm." Either party may terminate this Agreement by providing written notice of termination to the o1her party at least 60 days prior to the expiration of the then current Term. If Customer terrninat~ this Agreement under this Section before the expiration of any individual service term for a particular Service, the applicable cancellation charge for the Service will apply. 3. Revenue Commitment. Customer authorizes Qwest, its Affiliates, or its agents to use billing information to measure Custorne(s Revenue Commitment. If Customer fails to meet its Revenue Commitment, Customer, upon the request of Qwest, must pay Qwest a Shortfall charge. Contributory Charges for a particular Measurement Period will not be used to meet the Revenue Convnitment in another Measurement Period. Contributory Charges are calculated using the rates before the application of discounts unless this Agreement expressly provides otherwise. Contributory Charges do not include local access, third party provider, pass-through, CPE, and uncollectible charges; NRCs; Taxes; Audio Conferencing advanced feature charges; wor1dcard payphone surcharges; other surcharges; Issued credits; or other charges not specified as Contributory Charges under this Agreement. 4. payment. Customer must pay Qwest all charges within 30 days from the invoice date. Any amount not paid when due wiU be subject to late irterest at the lesser of the rate of 1%% per month or the highest rate pennltted by applicable law. Customer must also pay Qwest any applicable Taxes assessed in connection with Customer's SeMces. Qwest may in Is sole discretion modify the payment terms or 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. 5. Disclaimer d Warranties. EXCEPT AS MAY BE SPECIFlCAU. Y SET FORTH IN THIS AGREEMENT OR IN A SERVICE EXHIBIT, THE SERVICES ARE PROVIDED WITHOUT WARRANTIES OF ANY KIND, BTHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, WARRANTIES OF TITLE. NONINFRINGEMENT, MERCHANTABIUTY OR ATNESS FOR A PARTICUlAR PURPOSE. NO ADVICE OR INFORMATION GIVEN BY QWEST, ITS AFFILIATES, AGENTS, OR CONTRACTORS OR 1li8R RESPECTIVE EMPLOYEES WIll CREATE Nl'( WARRNffY. CUSTOMER ASSUMES TOTAl RESPONSIBIUTY FOR USE OF THE SERVICES AND THE INTERN~ AND ACCESSES THE SAME AT ITS CJNN RISK. OWEST EXERCISES NO CONTROL OVER AND DISClAIMS ANY RESPONSIBIUTY FOR THE CONTENT ACCESSIBLE OR ACTIONS TAKEN ON THE INTERNET. OWEST DISClAIMS: (A) ANY L1ABIUTY FOR LOSS, DAMAGE, OR INJURY TO ANY PARTY ftS A RESULT OF ANY CPE DEFECTS; AND (B) AU. WARRANTIES FOR CPE. 6. umltation d LIability. (a) NEITHER PARTY, ITS AFFILIATES, AGENTS OR CONTRACTORS WIll BE UABLE FOR N~Y INDIRECT, INCIDENTAL. SPECIAL, RElIANCE, PUNITIVE, OR CONSEQUENTIAl DAMAGES 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 UABlLITY IS ASSERTED. WITH REGARD TO ANY SERVICE RELATED ClAIM BY CUSTOMER FOR DAMAGES THAT IS NOT UMITED BY THE PRECEDING SENTENCE, CUSTOMER'S EXCLUSIVE REMEDIES FOR SUCH ClAIM WlU- 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 ONEST FOR THE AFFECTED SERVICE IN THE ONE MONTH IMMEDIATa. Y PRECEDING THE OCCURRENCE OF THE EVENT GIVING RISE TO THE CLAIM. EACH PARTY'S TOTAL AGGREGATE UABIUTY 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 IMMEDIATa. Y PRECEDING THE OCCURRENCE OF THE EVENT GIVING RISE TO THE ClAIM rDAMAGE CAP"). Notwithstanding the foregoing, the limitation of liability In this Section and the Damage Cap will net apply to: (e) a party's indemnlficationobligations; and (d) Customer's payment obligation for aU charges under this Agreement. Indudlng withoUt \imItatiOn, SeMce charges, Taxes, Interest, ShortfaD charges, Earty Termination Charges, and Service cancellation charges. (b) Any dam or displte out of or relating to this Agreement roost be brought within two years after the cause of action arises. 7. penonallnJury, Death, and Property Damage. Each party will be responsible for the actual, physical damages It dir'ec:tly causes to the other party In the course of its performance under this Agreement, limited to damages resulting from personal injury or death ~ a party's employees (if not covered under appUcabIe wor1ters' compensation laws) and loss or da!fl8ge. to a party's ~I.ta~lble property arising from the negligent acts or omissiOnS of the liable party. Damages under this Section WID be subject to the Imitation of 1iabi'1ty in this Agreement but not the Damage Cap. 8. Indemnification. Each party will defend and indemnify the other party, its Affiliates, agents. and contractors against an third party claims, Iiabll6eS, costs. and expenses, including reasonable attorneys' fees. involving personal Injury or death to. persons or ~ or damage to personal tangible property resulting tom the gross negligence or wiDfuI misconduct of the indemnifying party. prcMded, however, the foregoing indemnification will not apply to any claims made by employees that ant covered under appl"lC8bIe workerS' compensation laws. FurthermOl'8, Customer wit defend and Indemnify Qwest. its Alliliates, agents, and contractors against all third party claims. IIablities. costs, and expenses, induding reasonable attomeys' fees, arising from or related to the use, modification or resale of the ServIces by Customer or End Users, including any violation of the AUP. 9. Voice and DIta ServIceS. This Section applies solely to Voice and Data ServIces. Q.AOVAN FE Page 2 -......---...--. . Copyright 0 2005 Qwest. All Rights Reserved. . ---- QWEST TOTAL ADVANTAGE' AGREEMENT - OM (a) ServIces Schedule; TarifI. The Services Schedule and Tari1fs applicable to Voice and Data Services are incorporated into this Agreement by reference and made a part of this Agreement. Qwest 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. Customer represents and warrants that ~s of the Effective Date, ~stomer has accessed, read, and understands the Services Schedule. Customer represents that it has receIVed from a Qwest competitor an offer comparable to the offer in this Agreement for the Voice and Data Services. (b) CPN!. .~ will have access to certain CPNI. Under federal law, Customer has a right to, and Qwest has a duty to protect, the confidentiality of CPNI. CPNI may be useful to talor services to Customer and to enhance Qwest's ability to meet Customer's needs. Customer expressly authorizes Qwest, its Affiliates, or its sales representatives to use CPNI to detennine if Customer could benefit from other services offered by Qwest and its Affiliates, and market them to Customer. Customer may withdraw its authorization at any time by informing Qwest In writing. Any such withdrawal will not affect the quality of Service provided hereunder. 10. AUP. This Section applies solely to Intemet Services. All use of the Internet Services will comply \Wh the Qwest Acceptable Use Policy (.AUp.), which is posted at httD:llwww.awest.comIIeaall. The AUP is incorporated by reference and made a part of this Agreement. Qwest may change the AUP at any time and such change will be effective upon posting to the website. Customer represents and warrants that as of the Effective Date, Customer has accessed, read, and understands the AUP. 11. Tennlnation. 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 VttIere there is cause to terminate all or substantiaDy aD of the Services (pursuant to subsection (a)). Qwest may (c) suspend aU or any part of the Services and/or terminate this Agreement for Cause or (d) immediately suspend an Irternet Service for any violation of the AUP. Customer wi remain liable for charges acaued but unpaid as of the termination date. If, 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 seMce term for that ServIce; and (g) cancelation cla'ges Incured by Qwest from any third party provider. 12. Confidentiality; Publicl;y. Neither party wiD, without the prior wrIten consent of the other party: (a> Issue any public announcement regarding, or make any other disclosure of the terms of, this Agreement or use the name or maries of the oIher party or its Al'filiates; or (b) disc:lose or use (except as expressly pennitted by, or required to achieve the purposes of, this Agreement) the Confidential Information of the other party. 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, by operation of law, or if necessary in any proceeding to estabUsh rights or obligations under this Agreement, provided that the disclosing party gives the nolHSiscIosing party reasonable prior written notice. 13. Dispute Resolution; Governing Law. Any dispute arising out of, or relating to, this Agreement will be settled by arbitration to be conducted In accordance with the Judicial Arbitration and Mediation Services r JAMS.) Comprehensive Arbitration Rules. The Federal Arbitration Ad., 9 U.S.C. Sections 1-16, not state law, will govern the arbitrability of dispWts. This Agreement will otherwise be governed by the laws of the State of New York without regard to its choice of law principles; provided, however, the Voice and Data Services will also be subject to the Communications Ad. of 1934, as amended. The costs of the arbitration, including the arbitrator's fees, will be shared equally by the parties; provided, however, that each party will bear the cost of preparing and presenting its own claims and/or defenses (incluclng its own attorneys' fees). The venue for arbitration will be designated by the party not initiating the action \Wh the exception of ....y biDing collection disputes, which win be conducted in a location designated by Qwest or Denver, Colorado. The venue location designated must be in a metropolitan area in which JAMS offers Is dispute resolution services. A single arbitrator engaged in the practice of law, who is knowledgeable abed the subject matter of this Agreement, will conduct the arbib'ation. The arbitrator Is bound to apply and enforce the terms of this Agreement. The arbitrator's decision will be final, binding, and enforceable In a court of COf11Mllent jurisck:tion. If a party is required to enforce compliance with this Section (including nonpayment of an award), then the noncomplying party must reimburse all of the costs and expenses incurred by the party seeking such enforcement (including reasonable attomeys' fees). 14. Notices. (a) Required Notices. Except as otherwise provided herein, al required notices must be in wriing and sent to Qwest at 1801 Callfomla Street, Suite 900, Denver, Colorado 80202; Facsimile'#: (888) 718-0054; Attn.: Legal Department, and to Customer at its then current address as reftected in Qwest's records; Attn.: General Counsel or other person designaled for notices. Except as otherwise provided herein, al notices wil be deemed given: (i) when delivered in person to the recipient named above; (i1) three business days after deiivered via regular U.S. Mail; (IU) when delivered via overnight courier mai~ or (Iv) when delivered by facsimile so long as duplicate notification is also sent in the manner set forth in subsection (i). (b) Service Termination NotIces. Customer's notice of termination for Services must be sent via mail, facsimile or e-mail to: Qwest, Attn.: Dublin Service Center, GBM Disconnects, 6000 Parkwood Place, fI' Roor Discomect. Center, Dublin, OH 43017 FAX: 866.887.6633, e-mail: GBMdisconnectsCawest.com. 15. Gener". Customer may not assign this Agreement or any of Is rights or obligations under this Agreement without the prior written consent of Qwest, which consent will not be unreasonably withheld. This Agreement is intended solely for Qwest and ~er and it wiD not benefit or be enforceable by any oCher person or entity, including without limitation, End Users. If my term of thIS Agreement Is held unenforceable, such term will be cons1rued as nearty as possIM to reflect the originallrUnt of the parties and the remaining terms wi. remain In effect Neither party's faUwe to Insist upon JtrIct performance of any provision of this Agreement wiD be construed as a waiver of any of Its rights hereunder; provided, however, If Custom<< fails to comply with the timelines in . service level agreement for claiming Is rights to cnd"d: and/or termination, CUstomer wiD be deemed to have waived such rights. AI terms of this Agreement that should by their nature survive the termination of this Agreement wiI &0 survive.. In the event of a conflict in any term d any documents Q.ADVAN FE Page 3 Copydgtt 0 2005 Qwest AD R~ R~; __.._____.. . #II QWEST TOTAL ADVANTA~ AGREEMENT - OM belOW do not indIJde any costs associated with local access or CPE. aU of which are additional. ~rrent rates win apply when the Agreement renews. 4.2 Other Pricing. Customer may also order mail boxes and Mail Bagging with Internet Ports and/or Enhanced Ports. Mail boxes are sold in blocks of 10 email addresses. If Customer orders mail boxes. a $20.00 MRC per each block of 10 email boxes will apply. "Mail Bagging" is the process of storing ernails when Customer's primary mail SefVer goes down. Qwest will automatically attempt to send any stored emails to customer for up to 72 hours. If Customer orders Mail Bagging, a $50.00 MRC per Port wiD apply. 4.3 Miscellaneous. Qwest reserves the right to modify the rates and charges or change certain components of the SeMces upon not less than 60 days prior written notice to Customer; provided that Qwest may reduce the foregoing notice period, as necessary, if such modification is based upon Regulatory Activity. "Regulatory Activity" means any regulation andfor ruling. induding modifications thereto, by any regulatory agency, legislative body or court of competent jurisdiction. 5. Pricing Methodologies. Customer understands that it cannot order. pursuant to this Service Exhibit: (a) Service with a bandwiclh greater than OC-3, (b) Service which uses the Data Transfer pricing methodology, or (c) Intemational Service. If Customer wishes to order any such Services, Customer must execute a written amendmert to the Agreement and this SeMce Exhibit. 5.1 Flat Rate. The Rat Rate pricing methodology biBs Customer a fixed MRC regardless of Customer's actual bandwidth utilization. 5.2 Tiered. The Tiered pricing methodology caps Customer's bandvMth at the tier specified on an Order Form and bills the Customer a fixed MRC based on that bandwidth tier regardless of Customer's actual bandwidth utilization. (a) No more than once per month, Customer may change Its specific Bandwidth tier (e.g., 192 Kbps to 384 Kbps, 384 Kbps to 256 Kbps. etc.) within the applicable Port classification (e.g., OS1, OS3, etc.), provided that Customer may not change its bendwiclh tom one Port dassification to another (e.g.. DS1 to DS3~ 5.3 Precise Burstable. Usage samples are taken f!Nf!IlY five minutes throughout the month. Only one sampM Is captured for each five- minute period, even though there are actually two s;mpIes taken; one for inbQund utilization and one for outbound .aization. The higher of these two figures Is retained. At. the end d the blling period, the samples are ordered from highest to lowest. The result Is a database of over 8,000 samples. The top 5% of the samples (representing the top 5% of usage levels) are discarded. The highest remaining sample Is used to calculate the usage level. This Is the 95th percentile of peak usage. For each Precise Burstable Port ordered hereunder, Customer will pay an MRC calculated by multiplying Customer's 95th percentile of peak usage in a given ~ by the applicable MRC per Mbps. (a) Within each Precise Burstable Port dassification (e.g., 051, 053, etc.), Customer will be subject to the minimum usage amount set forth in the column heading of the appUcable Precise Burstable pricing table ("Precise Burslable Mininum"). Customer wiD be billed the greater of the Precise Burstable Minimum or the actual charges based upon its 95th percentile of peak usage. 6. Pricing Tables. Pricing for Internet Ports Is affected If access to the Port is over frame relay rFR Access"). Pricing for Private Port and Enhanced Ports does not change depending on which type of access to the Port is used. Some Port types or Port speeds may not be available with certain types of access. 6.1 Flat Rate Ust Pricing. Flat Rate NRC Internet Port FR Internet Port other Prlvale Port MRC EDhanced Port Access MRC Access MRC MRC DSO $500.00 $380.00 $510.00 $360.00 $400.00 DS1 $500.00 $600.00 $800.00 $1 785.00 $1 965.00 2 x DS1 (3 MbDsl $1.000.00 N1A $1590.00 $3 545.00 $3 900.00 3 x 051 (4.5 MbDS) $1,000.00 N1A $2 380.00 $5 305.00 $5.840.00 4 x 051 6 Moos) $1 000.00 N1A $3 160.00 $7.045.00 $7 750.00 5x051 (7.5 MbDSl $1 000.00 N1A $3.940.00 $8,785.00 $9 685.00 6 x 051 (9 Mbps) $1 000.00 N1A $4,710.00 $10,500.00 $11.550.00 7 x 051 (10.5 $1.000.00 N1A $5.480.00 $12,220.00 $13.445.00 MbDS) $15310.00 8 x DS1 (12 Mbps) $1,000.00 N1A $6 240.00 $13915.00 DS3 $2,000.00 S6 375.00 $8.000.00 $17 040.00 $18,745.00 OC3 $4 000.00 N1A $22,000.00 $46,860.00 $51550.00 Ethernet $1 000.00 N1A $2,200.00 N1A N1A Fast Ethernet $1.500.00 N1A $15.000.00 N1A NlA 6.211ered Ust Pricing. TIered DS1 NRC U&t Pricing Internet Port FR Internet Port other Priv_ Port MRC Ellbanced Port Access MRC Access MRC MRC 56 - 64 Kbps $500.00 $380.00 $510.00 $360.00 $400.00 128 Kbps $500.00 $495.00 $660.00 $620.00 $685.00 Q.ADV~ FE Page 6 .......-.--..-.. . Copyrigtt 0 2005 Qwesl I>J. ~ ~~; . Ir I 192 Kbps \ 5500.00 5555.00 5735.00 5795.00 $875.00 256 Kbps I $500.00 $585.00 $780.00 $925.00 51,020.00 384 Kbps I $500.00 $625.00 $830.00 $970.00 $1,070.00 512 Kbps ! $500.00 $630.00 $835.00 $990.00 $1 090.00 768 Kbps 1 $500.00 $655.00 $875.00 $1,370.00 $1 510.00 1024 Kbps I $500.00 $660.00 $880.00 $1825.00 $2,010.00 1.544 Mbps I $500.00 $670.00 5890.00 51,985.00 52,185.00 aweST TOTAL ADVAtfTAGFt' AGREEMENT - DM Tiered DS3 I NRC InIemet Port FR Internet Port Other Private Port MRC Enhanced Port Access MRC Access MRC MRC 3 Mbps I $2.000.00 $1,820.00 $2 280.00 $6,350.00 $6 985.00 6 Mbps , $2,000.00 $3,005.00 $3770.00 $8 025.00 $8,830.00 9 Mbps $2,000.00 $3,840.00 $4,815.00 $10,255.00 $11,280.00 12 Mbps $2 000.00 $4,540.00 $5.700.00 $12,135.00 $13.350.00 15 Mbps $2000.00 $5015.00 $6,295.00 $13,405.00 $14,745.00 18 Mbps $2 000.00 $5,395.00 $6 770.00 $14,415.00 $15855.00 21 Mbps , $2,000.00 $5,780.00 $7,250.00 $15,440.00 $16,985.00 , 24 Mbps $2 000.00 $6 025.00 $7 565.00 $16 105.00 $17 715.00 27 Mbps $2 000.00 $6 235.00 $7 825.00 $16665.00 $18,335.00 30 Mbps $ 000.00 $6,415.00 $8 050.00 $17 145.00 $18 860.00 33 Mbps $ 000.00 $6.635.00 $8,325.00 $17 730.00 $19.505.00 36 Mbps $ 000.00 $6,765.00 $8,490.00 $18,080.00 $19.890.00 39 Mbps $ 000.00 $6,880.00 $8,635.00 $18,385.00 $20 225.00 42 MbDS $ 000.00 $7 040.00 $8,835.00 $18,810.00 $20 695.00 45 Mbps $2 000.00 $7130.00 $8 945.00 $19 050.00 $20.955.00 TIered 0C3 l NRC Internet Port FR Internet Port other Private Port MRC Enhanced Port I Access MRC Access MRC MRC 35 Mbps $4.000.00 NJA $9,785.00 $20,840.00 $22 925.00 45 Mbps $4,000.00 NJA $11,870.00 $25 260.00 $27 810.00 55 Mbps , $4,000.00 NJA $13,610.00 $28 990.00 $31,890.00 65 Mbps $4,000.00 NJA $15,275.00 $32,535.00 $35,790.00 75 Mbps $4000.00 N1A $16650.00 $35 460.00 $39,005.00 85 Mbps $4 000.00 N1A $18.010.00 $38 360.00 $42.200.00 95 Mbps ; $4 000.00 N1A $19120.00 $40.720.00 $44 795.00 105 Mbps , $4000.00 WA $20,255.00 $43,145.00 $47465.00 115 Mbps : $4,000.00 WA $21305.00 $45,380.00 $49,920.00 125 Mbps \ $4 000.00 WA $22 135.00 $47 140.00 $51.860.00 135 Mbps $4,000.00 WA $23030.00 $49 055.00 $53,960.00 145 Mbps $4 000.00 WA $23 725.00 $50,530.00 $55 590.00 155 Mbps $4 000.00 NJA $24.445.00 $52 070.00 $57 260.00 Tiered Ethernet NRC Ust PrIcing Internet Port FR Internet Port other Private Port MRC Enhanced Port (10 Mb~) Access MRC Acces. MRC MRC 2 Mbps $1,000.00 NJA $1 320.00 WA NJA 4 MbDS $1,000.00 NJA $1 850.00 WA NJA 6 Mbps I $1,000.00 NJA $2 140.00 NJA WA 8 Mbps $1,000.00 NJA $2,325.00 N1A NJA 10 Mbps I $1000.00 N1A $2,445.00 N1A NJA Tiered Fast NRC Ust Pricing Internet Port FR Internet Port other Private Port MRC Enhanced Port Ethernet (100 Aa:ea. MRC Access MRC MRC Mbps) 10 Mbps $1500.00 N1A $3,370.00 N1A WA 15 MbDs $1.500.00 N1A $4,785.00 WA NJA 20 Mbps $1.500.00 NJA $6.050.00 NJA NJA 30 MbpS $1500.00 NJA $8 235.00 NJA NJA 40 Mbps $1,500.00 NlA $10,055.00 NJA NlA 50 Mbps $1500.00 NJA $11585.00 NJA NJA 60Mbps $1600.00 NJA $12895.00 NJA NJA 70 MbDs $1500.00 NJA $14,030.00 NJA N1A 80 Mbps $1.500.00 NJA $15,020.00 NJA N1A 90 Mbps $1,500.00 NJA $15895.00 NJA N1A 100 Mbps $1.500.00 NJA $16670.00 NJA N1A Q.NJVAH FE __..~~!.7_.. Copyright 02005 Qwest /!oJ Rights ~~!.Y~; 6.3 'Precise Burstable Ust Pricing. aWEST TOTAL AOVANTAG~ AGREEMENT - OM Precise Burstable NRC Internet Port FR Internet Port Other Private Port MRC Enhanced Port OS1 (Precise Access MRC Per Access MRC Per Per Mbps MRC Per Mbps . Burstable Mbps Mbps Minimum · 56 . KbDS} 0.0 - 56 KbDS $500.00 N1A $9,940.00 $13175.00 N1A 57 - 128 KbDS $500.00 N1A $9.035.00 $11975.00 NJA 129 - 256 Kbps $500.00 N1A $5,140.00 $8,380.00 N1A 257 - 384 Kbps $500.00 N1A $3,045.00 $5665.00 NJA 385 - 512 Kbps $500.00 NJA $2,165.00 $4,275.00 N1A 513 - 640 Kbps $500.00 N1A $1,630.00 $3,355.00 NJA 641 - 768 Kbps $500.00 N1A $1 340.00 $2815.00 N1A 769 - 1.544 Kbps $500.00 N1A $1,135.00 $2,425.00 NJA Precise Burstable NRC Internet Port FR Internet Port Other Private Port MRC Enhanced Port NxDS1 (Precise Access MRC Per Access MRC Per Per Mbps MRC Per Mbps Buratable Mbps Mbps Minimum - 3 Mbps} 0-3Mbos $1.000.00 NlA $965.00 $2 100.00 NJA 3.01 - 4.5 Mbos $1,000.00 NlA $875.00 $1905.00 N1A 4.501 - 6 Mbos $1,000.00 NJA $780.00 $1,710.00 NJA 6.01 -7.5 MbDS $1 000.00 N1A $730.00 $1,605.00 NJA 7.501 - 9 MbDS $1000.00 N1A $705.00 $1,545.00 NlA 9.01 - 10.5 MbDS $1 000.00 N1A $675.00 $1,490.00 NlA 10.501 - 12 MbDS $1.000.00 N1A $660.00 $1 455.00 NlA Precise Burstable NRC lnternet Port FR Internet Port Other Private Port MRC Enhanced Port OS3 (Precise Access MRC Per Access MRC Per Per Mbps MRC Per Mbps Buratable Mbps Mbps Minimum = 3 MbDSl o - 3 Mbps $2000.00 NJA $840.00 $1 785.00 NJA 3.01 - 6 Mbps $2 000.00 N1A $760.00 $1620.00 N1A 6.01 - 9 Mbps $2.000.00 N1A $630.00 $1 340.00 N1A 9.01 - 12 Mbos $2.000.00 NJA $535.00 $1 140.00 NJA 12.01 - 15 MbDS $2 000.00 N1A $475.00 $1015.00 N1A 15.01 -18 Mbos $2,000.00 NlA $420.00 $895.00 N1A 18.01 - 21 MbDS $2 000.00 N1A $380.00 $805.00 N1A 21.01 - 45 MbDS $2.000.00 N1A $350.00 $740.00 N1A Precise Burstable NRC Internet Port FR Internet Port Other Private Port MRC Enhanced Port 0C3 (Precise Accen MRC Per Access MRC Per Per Mbps MRC Per Mbps Buratable Mbps Mbps Minimum - 35 Mbos} o - 35 MbDS $4,000.00 NlA $310.00 $660.00 N1A 35.01 - 45 MbDS $4 000.00 NlA $280.00 $600.00 N1A 45.01 - 55 Mbos $4 000.00 NlA $265.00 $565.00 NJA 55.01 - 65 Mbos $4 000.00 N1A $250.00 $530.00 NJA 65.01-75 MbDS $4 000.00 N1A $235.00 $505.00 NJA 75.01 - 85 MbDS $4 000.00 NlA $225.00 $475.00 NJA 85.01 -155 MbDS $4 000.00 N1A $215.00 $455.00 NJA Precise Burstable NRC Internet Port FR Internet Port other Private Port MRC Enhanced Port Ethernet 10 Mbps Access MRC Per Access MRC Per Per Mbps MRC Per Mbps (Precise Buratable Mbps Mbps Minimum -1 MbDS) o -1 MbDS $1,000.00 NlA $920.00 N1A NJA 1.001-2 MbDS $1 000.00 N1A $835.00 N1A NJA 2.001 - 3 Mbos $1000.00 N1A $660.00 N1A NJA 3.001 - 4 MbDS $1000.00 N1A $545.00 N1A NJA QNNAN FE Page 8 --..------.. Copyright C 2005 Qwest N. RIghts Reserved. . -....--...". , fr" I 4.001 - 5 MbDS $1 000.00 NJA $465.00 NJA NJA 5.001 - 6 MbDS $1 000.00 N1A $405.00 NJA NJA 6.001 - 7 MbDS $1 000.00 N1A $360.00 NJA N1A 7.001 -10 MbDS $1 000.00 N1A $320.00 NJA N1A QWEST TOTAL ADVANTAGe- AGREEMENT - DM Precise Buratable NRC Internet Port FR Internet Port Other Private Port MRC Enhanced Port Fast Ethernet 100 Access MRC Per Access MRC Per Per Mbps MRC Per Mbps Mbps (Precise Mbps Mbps Burstable Minimum -10 MbDSI 0-10MbDS $1 500.00 N1A $375.00 NJA NJA 10.001 - 20 MbDs $1 500.00 N1A $340.00 NJA NJA 20.001 - 30 MbDS $1,500.00 N1A $305.00 NJA NJA 30.001 - 40 MbDS $1 500.00 N1A $275.00 NJA NJA 40.001 - 50 MbDS $1.500.00 NJA $255.00 NJA NJA 50.001 - 60 MbDS $1.500.00 N1A $235.00 NJA NJA 60.001 - 70 MbDS $1.500.00 N1A $215.00 NJA NJA 70.001 - eo MbDS $1.500.00 N1A $205.00 NJA NJA $1,500.00 NJA $190.00 NJA NJA eoJ)01 - 90 MbDS 90.001 -100 MbDs $1500.00 N1A $180.00 NJA NJA 7. Discounls and Promotions. During each monthly billing period of the TeRn, Customer's iQ Networking Internet Port MRCs will receive a 56% discount. For Customer's convenience, the applicable discounts are isted in the .Discount" cohmn in the applicable tables below. If the Revenue Commitment is not in effect, then Customer win be charged the applicable Ust Pricing, with no discounts or promotions. iQ Networ1cing Private Port and Enhanced Port MRCs are not eligible for any discount No other discounts or promotions apply. For purposes of clarification, Customer's net pricing after the application of all discounts for SeNice are set forth in the below table(s). 8. Discounts and Net Rates after Application of Discounts. Flat RlIle Internet Port Other Discount MRC Net Pricing'" NRC Ust Pricing Access MRC Ust Prlcina DSO $510.00 56% $224.40 $500.00 OS1 $800.00 56% $352.00 $500.00 2 x DS113 Moos $1.590.00 56% $699.60 $1.000.00 3 x DS114.5 MbDsl $2,380.00 56% $1,047.20 $1.000.00 4 x OS116 MbDs $3.160.00 56% $1 390.40 $1.000.00 5 ~ OS117.5 MbDSI $3 940.00 56% $1733.60 $1 000.00 6 x OS119 MbDsl $4 710.00 56% $2 072.40 $1 000.00 7 x OS1 110.5 MbDSI $5480.00 56% $2,411.20 $1 000.00 8 x OS1 112 MbDSI $6 240.00 56% $2.745.60 $1000.00 DS3 $8 000.00 56% $3.520.00 $2.000.00 OC3 $22,000.00 56% $9 680.00 $4 000.00 Ethernet $2 200.00 56% $968.00 $1 000.00 Fast Ethernet $15,000.00 56% $6,600.00 $1,500.00 *Net pricing is subject to change lfthere is a change in the underlying pricing and/or applicable discount(s), with any such changes to be done In accordance with the terms of the Agreement or this Exhibit Port NRC Discount Qwest IQ Networking Internet Port NRC(s) and Private Port NRC(s) specified above will receive 8 100% disCO~'"t so long as such Ports ordered hereunder and subject to this discount remain InstaUed and used by Customer for at least 12 consecutive months rMinimum Discount Tenn.). If any Port subject to this discount Is terminated or cancelled prior to the co~usi~ of the Minimum Discount Term for reasons otherthan 8 default by Qwest, Customer wiD be required, within 30 days of such terrni1ation to pay (In addition to any applicable early termination fees set forth in the Agreement) an amount equal to the applicable Qwest NRC(s) discounted pursuant to this Section. Q.NJVAH FE __..~~~!.9_. . Copyright C 2005 Qwest. All Rights ~~.: , H I aWEST TOTAL ADVANTAGF' AGREEMENT - DM LOCAL ACCESS SERVICE EXHIBIT ~ . General. Except as set forth in ~is section and elsewhere in this Exhibit, capitalized terms will have the definitions assigned to them In the Agreement awest will prOVIde Qwest Local Access seJVice ("Service" or "Local Access Service") pursuant to the terms and conditions of the Agreement, the Services Schedule, and this Exhibit 2. Definitions. "ATM Partner Aooess" means Leased Access using ATM technology. Service is aveHable to match Qwest's interexchange pOrt bandwtdths from 1,544 Kbps to 134,208 Kbps. "Collocation" means Customer has leased space in a QPOP, a remote collocation site, or a collocation hotel per a Qwest Collocation Agreement "CO Meet Point" means Leased Access at a LEC Central Office ("CO") when Customer has a dedicated connection to the CO. "Construction" means the special construction that Customer requests to extend Service to a Customer demarcation point not covered by "Extended Wiring." "CPA Dedicated Facilities" means Qwest has dedicated entrance facilities leased from a LEC. "CPA Non-Dedicated Faclrlties" means Qwest does not have dedicated enbance facilities with a LEC. "eroS5-Connecr means an il'1tnH=tOP connection belween certain Customer facilities with direct access (via coIocation or direct connection) to the Qwest Domestic Network (either located within Qwest's transport area or Qwest's coIlo:ation area) and theQwest backbone access point Customer must have a valid Collocation Agreement or 8 vaUd Direct: Ccnnect Agreement with Qwest to receive Cross-Connects. "Customer ProvIded Local Access" or "CPA" means Customer orders Is own local access from a LEC to connect the CUstomer premises to the Qwest Domestic Network at a Demarcation Point specified by Qwest . Customer will pay a CPA charge to Qwest when utilizing CPA Dedicated Facilities. "Demarcation Point" means: (a) the physical Interface between the Qwest Domestic Netwot1c and the Customer teleconrnunications equipment; or (b) the physical interface between a third party carrier connecting the Qwest Domestic Networ1t to the Customer's telecommunications equipment "Direct Ccnnecr means Qwest in its sole disaetion allows Customer to bring its own fiber directly to the Qwest fiber. All Direct Ccnnects require: (a) splicing of Customer and Qwest fibers; (b) cross-c:onnection of individual circuits; and (c) an executed Direct Connect Agreement. "Ethernet Access" means Qwest ProvIded Access using Ethernet technology. Ethernet bandwidths vary from 5 Mbps to 1,000 Mbps (1Gb). "Extended WIrinsf means additional wiring requested for orders where tile Customer demarcation point is not located in the same IocatJon as the Qwest assigned Demarcation Point "Frame Partner AIx:e$s" means Leased AIx:e$s using Frame Relay technology. Service Is available to match Qwest's interexchange port bandwidths from 56 Kbps to 44,736 Kbps. "Leased AJ;cess" means local backbone access circuits ordered and leased by Qwest from another carrier (specific carrier chosen Is at the sole discretion of awest). "Local Loop Change" means the Service Address Is being changed. "Local Loop Expedite" means Customer requests the delivery of Service one or more days prior to the standard interval delivery date. "Multiplexing" means, at Customer's request and where available, Qwest multiplexes lower level local access circuits into a higher local access circuit or vice-versa. "On-Net Aa;;ess- means local backbone ac:c:ess c1rculs provided solely on Qwest owned and operated facilities. "Preferred Provider" means Customer requests a specific local access provider for Leased Access. Qwest will attempt to use the requested provider, but final routing win be II Qwest's sole discretion. "Qwest Domestic Networ1c" means the Qwest Intererohange network or backbone located within the continental U.S. which is comprised only of physical media, Including switches, circuits, and/or ports that In operated by Qwesl QNJVANFE Page 10 --..-----.. Copyright C 2005 Qwest. M Rights ~~.: QWEST TOTAL ADVANTAG~ AGREEMENT - DM .~ Point of Pr~ence ("QPOP-)" means a Qwest owned physical presence that lies directly on the Qwest Domestic Network. where direct interconnection between the Qwest Domestic Nelwor1c and the nelwork. of a LEC is possible. "Qwest Provided Access" means either Leased Access or On-Net Access. .Service Address" means the building where Customer receives the Local Access Service. Only a building that is classified by Qwest as a business address can be a Service Address. .Special Access" means Qwest Provided Access using Digital Signal speeds DSO, DS1, and DS3 or Optical Carrier signal speeds OC3, OC12, OC48, and OC192. "Start of Service Date" means 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. "Wavelength Access" means Qwest Provided Access using Wave Division Multiplexing technology. Service is available in 2.5G and 10G bandwidth. 3. Service Description. 3.1 Types of Local Access Service. There are three types of Local Access Service: Qwest Provided Access, Customer Provided Access, and eros&-Connect. 3.2 Types of Local Access Technologies. There are five types of Local Access technologies: Special Access, Wavelength Access, Frame Partner Access, ATM Partner Access, and Ethernet Access. Some technologies or speeds may not be available in all areas or with certain types of Local Access Service. 3.3 The Service provides the physical connection between the Service Address and the Qwest Domestic Networ1t The Service includes any entrance cable or drop wire to that point where provision is made for termination of Qwest's outside distribution network facilities at a suitable location at a CUstomer designated Service Address and will be installed by Qwest to such point of termination. The Service will extend to and include the equipment mainlained by Qwest at the termination point of the local loop at the applicable Service Address (i.e., Demarcation Point) but will not include CPE, extended wiring, inside wiring, or other equipment not maintained by Qwest at a Service Address. All equipment owned by Qwestwill remain the sole property of Qwest, and Customer expressly disclaims any right, tiUe, or Interest in or to any Qwest equipment or property, or in that of any of Qwest's affiliates, Customers, agents, or licensees located within the QPOP or elsewhere. Any additional terminations beyond the Demarcation Point are the sole responsibility of Customer. Customer will provide Qwest with Building Owner (as defined below) authorization for all On-Net Access Service, in a form reasonably acceptable to Qwest Under no circumstances will Qwest provide Service to a residential address, even If business Is conducted at such residential location. Customer may purchase the Service only In connection with Customer's use of Qwest interexchange carrier services or IP services on the Qwest Domestic Network for which a \ocalloop is required. 4. Ordering of Local Access Services. 4.1 Qwest wiI provide the Service only If: (a) there Is a valid, accurate Order Fonn submitted by Customer; (b) adequate capacity is avalable; and (c) such Order Form Is accepted by Qwest. Qwest will document Customer's orders and changes in Qwest's records. Customer specifically agrees that all Order Forms and Service ordered thereto during the Term will be governed by the terms and conditions set forth In the Agreement and this Exhibit Qwast reserves the right to delay, reject, or termnate any Order Form in its reasonable discretion prior to the delivery of the Service ordered thereunder. 4.2 Upon acceptance of an Order Fenn, Qwest will notify Customer of Its target date for the delivery of each Servi~ (the "Est!rM!~ Availability Date.). Qwest will use commercially reasonable efforts to install each such Service on or before the Estimated Availability Date, but the Inability of Qwest to deliver Service by such date will not be a default under the Agreement or this Exhibit. 5. Tenn. The tenn of any Service begins on the start of Service Date and continues for a minimum of 12 months from the Start of Service Date unless a longer term is specified rMlnirTlum SeIvice Term"). Upon expiration of any Minimum Service Tenn, such Service will 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 wiD be referred to as the .Tenn." Upon written notice to the other party at least 30 days prior to the conclusion of any Term, either party may terminate the Service associated with this Exhibit 6. Termination. 6.1 On-Net Access Cancellation Prlor to Acceptance. If customer cancels an On-Net Access circuit for which no Construction by Qwest is necessary, after the fifth busineSs day of placing the order with Qwest but prior to the date Qwest informs Customer that the circuit is available ("Delivery Date"). then Customer agrees to pay one month's MRCs for 08-1, and 5 Mbps bandwidth Ethernet port speeds, or six months' MRCs for OS-3, OC-n, and 50 Mbps or greater bandwidth Ethernet port speeds. It any time prior to the Delivery Date, If CUstomer cancels On-Net Access for Which Construction Is required, Customer will pay the termination charg$S set forth In Section 6.3 below. Q.MJVAN FE Page 11 -.....---.- .. Copyrtght 0 2005 Qwest. All Rights ~~!Y..~.: QWEST TOTAL ADVANTAG~ AGREEMENT - OM 6.2' leased Access Cancellation Prior to Acceptance. If Customer cancels a leased Access circuit for which no Construction by Owest is necessary, after the fifth business day of placing the order with Qwest but prior to the Delivery Date, then Customer agrees to pay one month's MRCs for DS-O, 08-1, 56 Kbps to 1.5 Mbps Frame port speeds, or up to 5 Mbps Ethernet port speeds of Service, or 12 months' MRCs for DS-3, OC-n, 44.7 Mbps Frame port speeds, or 50 Mbps Ethernet port speed or greater bandwidth Service. No any time prior to the Delivery Date, if Customer cancels a leased Access circuit for which Construction is required, Customer will pay the termination charges set forth in Section 6.3 below. 6.3 Termination after Acceptance. If this Exhibit or a particular Service is terminated for reasons other than by Customer for Cause, prior to the conclusion of the Minimum Service Term of the Service, Customer will pay: (a) aU accrued and unpaid charges for the canceled Service provided through the effective date of such cancellation; (b) the amount of any nonrecurring charges that awest discounted or waived; (c) all Installation or construction costs and expenses incurred by Qwest to install such Service, if applicable; and (d) a cancellation charge. The cancellation charge: (e) for Circuits not requiring Construction is: (i) 100% of the balance of the MRCs that otherwise would have become due for the unexpired portion of the first 12 months of the Term, if any, for the canceled Service, plus (ii) 35% of the balance of the MRCs that otherwise would have become due for the unexpired portion of the applicable T enn, if any, other than the first 12 months of the Term; or (f) for Circuits requiring Construction, 100% of the balance of the MRCs that otherwise would have become due for the unexpired portion of the Term. Notwithstanding anything to the contrary herein, Customer will not be required to pay early tennlnation charges when Customer orders and receives new Service at 8 higher circuit speed than the cancelled Service. 7. Charges and Payment Custornerwill pay the rates and charges set forth in the Services Schedule and/or in a valid Order Fonn for local Access Service, Including all applicable supplemental charges: (a) Construction; (b) Extended Wiring; (e) locallDop Expedite (d) Local Loop Change Fee; and (e) Multiplexing. Customer will not receive any discount for c:iraJits on a l1lOI1tMo-month Tenn. If during the provisioning of Service, Qwest incurs additional nonrecurring charges for Construction, Extended Wiring, or order supplements to provide the Service, Qwest reserves the right to charge Customer for such charges. 8. Miscellaneous. 8.1 Monitoring for Frame Partner Access. When providing Frame Partner Access, Qwest wiH monitor the Service for performance and up/down &tats via a management PVC. By ordering Frame Partner Access, Customer agrees to provide Qwest with access to the serial interface of Customer's CPE to allow Qwest to monitor the availability of Frame Partner 1Jv;;a;iss. 8.2 Building Owner. Customer understands that the owner of a building where OlWIet Access 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 will be those set forth In or arising out of an agreement directly between Customer and Building Owner. 8.3 local Access Install NRC Discount. Qwest Local Access Service InstaR NRC(s) specified on a valid quote form will receive a 100% discount so long as such Service ordered hereunder and subject to this discount remains installed and used by Customer for at least 12 consecutive months rMinimum Discount Term.). If this Agreement or any Service subject to this discount is terminated or cancelled prior to the conclusion of the Minimum Discount Term for reasons other than a defaul by Qwest, Customer win be required, within 30 days of such termination to repay (in addition to any applicable earty termination fees set forth in the Agreement) the amount of the appUcable Qwest NRC(s) discounted pursuant to this Section. Q.ADVAN FE Page 12 --..-.-....-.. COpyright C 2005 Qwest All Rights ~~.: . QWEST TOTAL AOVANTAG~ AGREEMENT - OM For Internal Use Only; Use Product Code Q.ADV~ FE for all orders Company Name: Ashland Abel' Nelwork Revenue & Term Commitment: $5,OOOIMonth; Two Year (190052) iQ Nelwor1<ing (iQ Product Build): Internet Port promo code: FE IQ1P2 E Local Access promo codes: FLATRATE OS1 and FLATRATE OS3 (requires valid q.pricer or Abacus quote to confirm eligibility. Otherwise, standard local access pricing applies.) Waivers: iQ Networking Internet Ports and Private Ports -Install 100% Local Access - Install 100%(applies only to standard Install NRCs. Expedite, extended wiring, muxing and other NRCs are not eligible for any discount Clauses: Q.NJV~ FE Page 13 --..-.----.. CopyrigN: 0 2005 Qwesl H Rights ~8!~.: aWEST TOTAL ADVANTAGE<<> AGREEMENT LOCAL ACCESS SERVICE EXHIBIT 1. General. Except as set forth in this section and elsewhere in this Exhibit, capitalized terms will have the definitions assigned to them in the Agreement. Qwest will provide local access seNice rService") pursuant to the terms and conditions of the Agreement the Services Schedule, and this Exhibit. ' 2. Definitions. .ATM Partner Access' means Leased Access using ATM technology. Service is available to match Qwesfs interexchange port bandwidths from 1,544 kbps to 134,208 kbps. .Collocation. means Customer has leased space in a QPOP, a remote collocation site, or a collocation hotel per a Qwest Collocation Agreement. .CO Meet Poinf means Leased Access at a LEC Central Office (.CO.) when Customer has a dedicated connection to the CO. .Construction. means the special construction that Customer requests to extend Service to a Customer demarcation point not covered by Extended Wiring. .CPA Dedicated Facilities. means OWest has dedicated entrance facilities leased from a LEC. .CPA Non-Oedicated Facilities. means Qwest does not have dedicated entrance facilities with a LEC. ~Cross-Connect" means an Intra-POP connection between certain Customer facilities with direct access (via collocation or direct connection) to the Qwest Domestic Network (either located within Qwest's transport area or Qwesfs collocation area) and the Qwest backbone access point Customer must have a valid Collocation Agreement or a valid Direct Connect Agreement with ~ to receive Cross-Connects. .Customer Provided Local Aa:ess. or .CPA. means CUstomer orders Its own local access from a LEC to connect the Customer premises to the Qwest Domestic Network at a Demarcation Point specified by Owest. Customer will pay a CPA charge to Owest when utilizing CPA Dedicated Facilities. .Demarcation Point" means: (a) the physical Interface between the Qwest Domestic Network and the Customer telecommunications equipment; or (b) the physical interface between a third party carrier connecting the Qwest Domestic Network to the Custome(s telecommunications equipment .Direct Connect" means Qwest In Its sole discretion allows Customer to bring Its own fiber directly to the Qwest fiber. All Direct Connects require: (a) splicing of Customer and Qwest fibers; (b) cross-connection of individual circuits; and (c) an executed Direct Connect Agreement .Ethernet Access. means Qwest Provided Access using Ethernet technology. Ethernet bandwidths vary from 5 Mbps to 1,000 Mbps (1G). .Extended Wiring. means additional wiring requested for orders where the Customer demarcation point is not located in the same location as the Qwest.assigned Demarcation Point .Frame Partner Atx:ess. means Leased Access using Frame Relay technology_ Service is available to match Qwesfs interexchange port bandwidths from 56 kbps to 44,736 kbps. .Layer 3 Expansion Site" means a third-party managed, carrier-neutral collocation facility where Customer can cross-connect with Qwest to purchase IQ Internet Ports. CUstomer must pUrchase service (i.e., cross-connect) directly from the Layer 3 Expansion Site manager, not 0w8st.. .Leased Aa:ess" means local backbone access circuits ordered and leased by Qwest from another carrier (specific carrier chosen is at the sole discretion of Qwest). .Local Loop Expedite. means Customer reque$tS the delivery of Service one or more days prior to the standard interval delivery date. "Local Loop Change. means a circuit moves to a different Service Address within the same Customer serving wire center. .Multiplexing" means, at Customer's request and where available, Qwest multiplexes lower level local access circuits into a higher local access circuit or vice-versa. .On-Net Atx:ess. means \ocaI backbone access circuits provided solely on Qwest aMled and operated facilities. .Preferred Provider" means Customer requests a specific local access provider for Leased Access. Owest will attempt to use the requested provider, but final routing will be at Qwest's sole discretion. "Qwest Domestic Network" means the Qwest 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 operated by Qwest. .Qwest Point of Presence raPOP"). means a Qwest CMI'led physical presence that lies directly on the Qwest Domestic Nelwork where direct interconnection between the Qwest Dom~ Network and the network of a LEC Is possible. .Qwest Provided A1:cess. means either Leased Access or On-Net Access. .Service Address. means the building where Customer receives the Service. Only a building that is classified by Qwest as a business address can be a ServIce Address. PNM1 C'.nnvrinht e?f'ln!li o-t All Rlnhts: RMNVM aWEST TOTAL ADVANTAG~ AGREEMENT LOCAL ACCESS SERVICE EXHIBIT .Services Schedule. means the Qwest Rate and Services Schedules Interstate No. 3 found at http://www.qwestcom or htto:/ltariffs.uswest.com:800/docslrates services/QCC/interstate 3/ and at 1801 California Street, 1st Floor Reception Area, Denver, CO, applicable to telecommunications services as defined by the Communications Ad. of 1934, as amended. .Speclal Access" means Qwest Provided Access using Digital Signal speeds 050, 051, and 053 or Optical Carrier signal speeds OC3, OC12, OC48, and OC192. .Start of Service Date" means the date Service Is made available for use by Customer, or for existing Service, the date the parties agree In writing to a new Term. .Wavelength Access. means Qwest Provided Access using Wave Division Multiplexing technology. Service is available in 2.5G and 10G bandwidth. 3. Service Description. 3.1 Types of Service. There are three types of Service: Qwest Provided Access, Customer Provided Access, and Cross-COnnec.t. 3.2 Types of ServIce Technologies. There are five types of Service technologies: Special Access, Wavelength Access, Frame Partner Access, ATM Partner Access, and Ethernet Access. Some technologies or speeds may not be available In all areas or with certain types of ServIce. 3.3 The SeMoe provides the physical connection between the Service Address and the Qwest Domestic Network. The ServIce ~udes any entrance cable or drop wire to th8t point where provision Is made for termination of Qwest's outside distribution network facilities at a suitable location at a CUstomer designated Service Address and win be InstaUed by Qwest to such point of termination. The ServIce will extend to and Include the equipment maintained by Qwest at the termination point of the local loop at the applicable ServIce Address (I.e., Demarcation Point) but wiU not Include CPE, Extended Wiring, Inside wiring, or other equipment not maintained by Qwest at a ServIce Address. All equipment owned by Qwest will remain the sole property of Qwest, and Customer expressly disclaims any right, title, or Interest In or to any Qwest equipment or property, or In that of any of Qwest's affiliates, CUstomers, agents, or licensees located within the QPOP or elsewhere. Any additional terminations beyond the Demarcation Point are the sole responsiblflty of Customer. Under no circumstances will Qwest provide Service to a residential address, even If business is conducted at such residential location. Customer may purchase the Service only In connection with Customer's use of Qwest Interexchange carrier service$ or IP services on the Qwest Domestic Network for which a local loop Is required. 3.4 The Service$ Schedule applicable to Service Is incorporated by reference and made a part of this Service Exhibit. Qwest may change the Services Schedule at any time and such change will be effective upon being posted in the Services Schedule. 4. Ordering of Service. 4.1 Qwest win provide the Service only It (a) there Is a valid, accurate Order Form submitted by Customer; (b) adequate capacity is available; and (c) such Order Form Is accepted by Qwest. Owest will document Customer's orders and changes In Qwest's rec:ords. Customer specifically agrees that aU Order Forms and ~ce ordered thereto during the Term will be governed by the terms and conditions set forth In the Agreement and this exhibit. Qwest reserves the right to delay, reject, or terminate any Order Form In Its reasonable discretion prior to the delivery of the Service ordered thereunder. .4.2 Upon acceptance of an Order Form, Qwest will notify Customer of Its target date for the delivery of each Service (the -Estimated Availability Date.). Qwest wID use commercially reasonable efforts to Install each such ServIce on or before the Estimated Availability Date, but the Inability of Qwest to deliver Service by such date will not be . default under the Agreement or this exhibit. 6. Term. The term of any Service begins on the Start of Service Date and continues for a minimum of 12 months from the Start of Service Date, unless a longer term Is specified (.Minimum Service Term.). Upon expiration of any Minimum Service Term, such Service will automatically renew on a month-to-month basis. The Minimum Service Term and any renewal term win be referred to as the .Term.. Upon written notice to the other party at least 30 days prior to the conclusion of any Term, either party may terminate the Service associated with this Exhibit. 6. Cancellation. 6.1 On~ Access Cancellation Prior to Acceptance. If Customer cancels an On-Net At;oess circuit for which no Construction by Qwest Is necessary, after the fifth business day of placing the order with Qwest but prior to the date Qwest Informs Customer that the circuit Is available (.Delivery Oate.), then Customer agrees to pay one month's MRCs for 0S.1 Special Access and 5 Mbps bandwidth Ethernet Access, or six months' MRCs for DS-3 and OC-n Special Access and 50 Mbps or greater bandwidth Ethernet kcess. M- any time prior to the Delivery Date, if Customer cancels On-Net Access for which Construction Is required, Customer will pay the cancellation and other charges set forth in the Ca~ceIlatlon After Acceptance section. 6.2 l..eued Access Cancellation Prior to Acceptance. If Customer cancels a Leased Access circuit for which no Construction by Qwest Is necessary, after the fifth business day of placing the order with Qwest but prior to the Oel~ Date, then Customer agrees to pay one month's MRCs for O~ and 0$-1 SpecIal Access, 56 Kbps to 1.5 Mbps Frame Partner Access, and up to 5 Mbps PMA ? ('.nnvrinht C ?oo!; aw-t All Rintft RMNVAIt Ir I QWEST TOTAL ADVANTAGE4ll AGREEMENT lOCAL ACCESS SERVIcE EXHIBIT Ethernet Access, or 12 months' MRCs for DS-3 and OC-n Special Access, 44.7 Mbps Frame Partner Access, and 50 Mbps or greater bandwidth Ethernet Access. No any time prior to the Delivery Date, if Customer cancels a leased Access circuit for which Construction is required, Customer will pay the cancellation and other charges set forth in the Cancellation After Acceptance section. 6.3 Cancellation After Acc:eptance. If this Exhibit or a particular Service Is terminated for reasons other than by Customer for Cause, pnor to the conclusion of the Minimum Service Term of the Service, Customer will pay: (a) all accrued and unpaid charges for the canceled Service provided through the effective date of such cancellation; (b) the amount of any nonrecumng charges that Owest discounted or waived; (e) all Installation or Construction costs and expenses incurred by Qwest to install such Service, if applicable; and (d) a cancellation charge. The cancellation 'charge: (e) for circuits not requinng Construction is: (i) 100% of the balance of the MRCs that otherwise WOUld have become due for the unexpired portion of the first 12 months of the Minimum Service Term, if any, for the canceled Service, plus (ii) 35% of the balance of the MRCs that otherwise would have become due for the unexpired portion of the applicable Minimum Service Term, if any, beyond the first 12 months, if the Minimum Service Term Is longer than 12 months; or (f) for Circuits requinng Construction, 100% of the balance of the MRCs that otherwise would have become due for the unexpired portion of the Minimum Service Term. Notwithstanding anything to the contrary herein, Qwest will waive the cancellation and other charges referenced herein when Customer orders and receives a replacement circuit at the same Service Address and at a higher circuit speed than the cancelled Service. 7. Charges and Payment. Customer will pay the rates and charges set forth in the ServIces Schedule andlor in a valid Order Form for Service, Including aD app/icable suppIementaJ charges: (a) Construction; (b) Extended Wiring; (c) LocaJ loop Expedite (d) lOcal Loop Change; and (e) Multiplexing. Customer Win not receive any discount for circuits on a month-to-month Term. If during the provisioning of ServIce, Qwest Incurs 8dditionaI IIOIV8CUmng charges for Construction, Extended Wiring, or order supplements to provide the ServIce, Qwest reserws the right to ch8rge Customer for such charges. The SeMce Is not entitled to the aTA Discount, nor will the rates be used to calculate the Contributory Charges. aw.t reserws the right to modify the rates and charges or change certain components of the Service upon not less than 60 days prlor written notice to Customer; provided that Qwest may reduce the foregoing notice period, as necessary, if such modification is based upon Regulatory AdivIty. -Regulatory ActivIty" means any regulation and/or ruling, Including modifications thereto, by any regulatory agency, legislative body, or court of competent jurisdiction. 8. Monitoring for Frame Partner Access. When providing Frame Partner Access, Customer has the option to have Qwest monitor the Service for performance and up/down staIs via a management PVC. By ordering Frame Partner Access with monitonng, Customer agrees to provide Qwest with access to the serial interface of Customer's CPE to allow Qwest to monitor the availability of Frame Partner Access. By ordering Frame Partner Access without monitonng, Customer understands that Qwest will not monitor the availability of Frame Partner Access. PAM:o\ C".I\nvrtnht e ?CWi o-t All Rin~ RAAArVA/1