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TELECOMMUNICATIONS SERVICES AGREEMENT THIS AGREEMENT IS MADE BETWEEN: Customer City of Moscow Verizon Select Services Inc. Name: Contact Name: Brant Kucera [PHONE REDACTED] Account Manager Name:Dan Ralls [PHONE REDACTED] Address: 206 E Verizon Enterprise Sales Contracts Repository Moscow, ID 83843 Attn: Manager, National Contracts Repository 700 Hidden Ridge Dr., Irving, TX 75038 Main Billing [PHONE REDACTED] Tel. No: Agreement No: Lt\.Rf; ?7D/lil 1. Services. Customer hereby agrees to purchase from Verizon Select Servic-es Inc. ('"Verizon the services identified in the attached Exhibit{s) to this Agreement (''Services") pursuant to the terms and conditions of this Agreement. The Services will be provided to the Customer locations specified in the attached exhibits. Other Customer locations may be added to this Agreement only upon mutual written agreement of the parties. This Agreement becomes binding when it has been signed by an authorized V crizon representative. Under no circumstances may the Customer resell the Services being provided under this Agreement. 2. Tariff Applicability. If the Services provided herein are subject to the rates, tenns and conditions contained in Verizon 's tariffs ("TariffS'') on file with the Federal Communications Commission (FCC) (interstate and intt'Tilational services) or on file with the state regulatory commission in the state in which the Services are provided (intrastate services), this Agreement shall be subject to changes, modifications, orders and rulings by the FCC or the state regulatory commissions. In the event of a conflict between the tenns of the applicable Tariffs and this Agreement, the terms of the Tariffs shall control and supersede the tenns of this Agreement. If TaritTs do not govern the Services, this Agreement and its rates, terms and conditions set forth therein shall fully control. If, during the ten11 of this Agrt-"'ement, the Tariffs covering the Services are withdrawn pursuant to statutory changes or orders from the FCC or other governmental or judicial authority, this Agreement shall continue in full force and effect and the rates, tem1s and conditions set forth herein shall fully control. 3. Term of Agreement. This Agreement shall become effective when signed by both parties and shall end at the conclusion of the Service Period which shall be a period of twelve ( 12) consecutive months ("Service Period"). Subject to Verizon's receipt of any necessary reguhltory and other governmental approvals or completion of any work or installation of facilities needed to provide the Services, and unless otherwise stated in the applicable exhibits, the Service Period shall be scheduled to commence on the ''ln®Service" date which shall be identified on the tirst invoice to the Customer. At the end of the Service Period, the tenns and conditions set forth herein shall continue in full force and until a new agreement is entered into or the Scrvice(s) is tenninated. Although the tenns and conditions shall continue to apply, Verizon may charge its then®current month-to-month rates for the Servict--{s) as set on Vcrizon's standard rate schedule that is available upon request or on Verizon's website. Either party may thereafter cancel this Agreement without further liability by either party upon sixty (6(7) days prior written notice to the other party. 4. Charges. Customer will pay the rates and charges and satisfy all other requirements set forth in the applicable Exhibit(s). Customer shall also pay all Federal End User Common Line Charges, Universal Service Fund fees and all other applicable taxes, fees or surcharges that may be required onder applicable law, regulations, or tariffS in connection with the Services. Such taxes, fees and/or surcharges are subject to change without notice to Customer. Charges for ancillary services, including but not limited to, charges for installation, change orders, directory assistance and operator services used by Customer will be imposed at Verizon's current rates and such charges are also subject to change without notice to the Customer. The parties acknowledge that the rates and other terms of this Agreement are premised on Customer's commitments, unique network design requirements, and Customer's service mix, usage patterns and concentration, and other characteristics. 5. Billing. Verizon will invoice Customer Payments will be due net rhirty days from the invoice date unless a different due date uppears on the invoice. Payments received after the due date may be subject to a late payment charge of 1.5% per month or the maximum rate pennitted by law, whichever is lower. on all overdue amount:> unril Customer's account is current. Should Customer have a billing dispute, Customer must provide notice to Verizon in writing within thirty (30) days of the invoice date with an explanation of the disputed invoiced amount, and Customer shall pay the undisputed portion as due. IfVerizon detennines that a disputed charge was billed correctly, payment shall be due from Customer within five days after Verizon advises Customer that the dispute is denied. TSA06 I 402.Jo..: 2002-52 ---PAGE BREAK--- a) At the written request of a Party, each Party will appoint a knowledgeable responsible representative to meet and negotiate in good faith to resolve any dispute arising under this Agreement. The Parties intend that these negotiations be conducted by non-lawyer, business representatives. The location, fommt, tfequency, duration and conclusion of these discussions shall be left to the discretion of the representatives. Upon agreement, the representatives may utilize other alternative dispute resolution procedures such as mediation to assist in the negotiation. Discussions and correspondence among the representatives for purposes of the negotiations shall be treated as confidential infonnation developed for purposes of settlement, exempt from discovery and production, and shall not be admissible in the arbitration described below or in any lawsuit without the concurrence of all Parties. If such negotiations do not resolve the dispute within sixty ( 60) calendar days of the initial written request, the dispute shall be submitted within seven calendar days to binding arbitration by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. A Party may demand such arbitration in accordance with the procedures set in those rules. Each party shall bear its own costs of arbitration and shall sp!it equally fees of the arbitration and the arbitrator. b) If an arbitration is demanded, discovery shall be pennitted, but each Party shall be limited to a maximum of any combination of35 (none of which may have subparts) Interrogatories, Demands fOr Production of Documents or Requests for Admission. Each Party shall also be entitled to the oral deposition of one individual of another Party. Additional discovery may be pmnitted upon mutunl agreement of the Parties. The arbitration hearing shall be commenced within ninety (90) calendar days of the demand for arbitration unless otherwise agreed to by the Parties. The arbitration shall be held in Dallas, Texas. c) In all arbitrations, the arbitrator must give effect to applicable statutes of limitntion and shall not be afforded any authority to award relief in excess of what this Agreement provides or to order consolidation or class arbitrations. Judgement upon the award rendered by the arbitrator may be entered in any court having jurisdiction. Delayed Performance or Failure to Perform. Verizon's perfomwnce under this Agreement, or any obligation hereunder, shall be excused if said perfonnance or obligation is prevented, restricted or interfered with due to any cause(s) beyond the reasonable control of Verizon, including, but not limited to, acts of God, war, civil commotion, fire, explosion, vandalism, cut cable, inclement weather, earthquake, acts of the Government in its sovereign capacity, labor difficulties, strikes, slowdowns, picketing or boycotts, or unavailability of f3cilities or equipment Verizon shall not be liable f()r any delay or failure in its perfonnance during the occurrence of such circumstances. 16. Customer-Provided Facilities or Equipment. Customer shall ensure that the facilities or equipment provided by Customer are properly interconnected with the Services, facilities and equipment provided by Vcrizon. Vcrizon shall not be liable f()r any damages or losses caused by the f3ilurc of equipment, inside wire or other facilities provided by the Customer or a third party and if such facilities cause damage to V erizon, its customers, and/or its providers, Customer shall he liable therefOr. Customer is also solely responsible for the selection, implementation and maintenance of security features tOr protection against unauthorized or fraudulent use of Scrv·ices and Verizon shall have no liability therefor. 17. Miscellaneous: a) This Agreement, including exhibits, constitutes the entire agreement of the parties pertaining to the subject matter herein and supersedes all prior agreements, negotiations, and representations, \vhether written or oral, conceming such subject matter. No representations or warranties express or implied, have been made or relied upon in the making of this Agreement other than those specifically contained in this Agreement. Unless specified otherwise, this Agreement may be modified or amended only if done in writing and signed by both Parties. b) Either party's failure to enforce any of the provisions of this Agreement or to exercise any right or option is not ii'Waiver of any such provision, right, or option, and shall not affect the validity of this Agreement. Any waiver must be written and signed by the Parties, If any provision of this Agreement or the provision of any Service under the hereof is held to be illegal, invalid, or otherwise prohibited under applicable law or regulation in any State or jurisdiction, then this Agreement shall be construed as if not containing such pro·vision or not requiring the provision of such invalid, illegal, or prohibited Service in such State or jurisdiction. c) Provided Customer provides Verizon with reasonable prior written notice, Customer may assign or transfer this Agreement to any company that is the successor to substantially all of its assets. All other attempted assignments shall be void without the prior written consent of the other party. Notwithstanding the foregoing. Verizon may assign or transfer part or all of this Agreement without such consent to any of its aft"'iliates and/or successors. d) Each signatory to this Agreement represents and warrants that he or she has authority to bind the entity on whose behalf he or she is executing this Agreement. c) Notices under this Agreement shall be sent by first¸dass U.S. mail, postage prepaid, to Verizon at 6665 N. MacArthur Blvd., Irving, Texas 75039, Attn.: Director¹ Contract Management, and to Customer at the address specitied above. Notices shall be deemed effective three business days after such mailing. f) Each Pa11y shall comply with the provisions of all applicable federal, state, and local laws, ordinances, regulations and codes in pcrtOnnance under this Agreement. TSA06l402.doc 3 ---PAGE BREAK--- L HIBIT A- LONG DISTANCE VOICE SER v tCE A. Additional Terms and Conditions S pecific to Long Distance S ervice BCD/ICB Tracking Number 1. Description of Plan. This plan for fixed-rate voice grade service is availab1e to business customers who generate total annual long distance charges of $6,000.00 up to $240,000. Customer must select a one, two, or three year term commitment Minimum Annual Conunitment levels arc available at levels of $6,000, $12,000, $24,000, $ 36,000, $48,000, $60,000, $84,000, $120,000, $180,000, and $240,000. An additional MAC level of $10,000 is applicable only for the Great Connections Plan. Customer's fixed rates are based upon Customer's MAC and the term of the agreement selected by Customer. Customer must complete a Service Provider Change Authorization as sho\\rn on Attachment A and designate all applicable telephone numbers, lines and locations on Attachment A-I. 2. Determination of 1\rlAC. In determining the MAC, the Customer's total domestic and international outbound usage, domestic inbound usage, calling card usage and surcharges, and RecUITing Charges ("MRCs") and other usage and charges for the full range of Services provided by Verizon shall be included. Usage charges for Operator assisted calls third number-billed calls, collect calls and directory assistance \Vill be included toward Customer's MAC only for lines included in this plan, which must be specified by the Customer on Attachment A/A-I, but, such charges shall not be discounted. Charges for Wide Area Telephone Service ATS") lines, mobile service, pay station, residential lines and lines with Handicap discounts are not included in the MAC under this plan. 3. Dedicated Access Facilities. Customer may arrange for local loop access facilities on its mvn, or may elect to have Verizon coordinate access arrangements. Verizon \vill bill the access provider1s charges to Customer. Any special or non standard charges assessed by the company supplying the local loop access, or by the underlying provider connecting to the access provider, will also be the responsibility of Customer. 4. Calling Cards. This plan applies to all calling card calls placed by dialing a toll-free access number using a Verizon calling card only, except tor those calls provided by an alternate carrier by reason of 47 United States Code Section 27l(b). Calling card rates will be the same as the Customer's plan rates except for those calls provided by an alternate carrier, whose rates will be as tariffed or otherwise set by that alternate carrier. Calling card calls provided by the altemate carrier shall not be included in the calculation of Customer's MAC. Operator surcharges applicable to the Verizon calling card shall not be waived or discounted under this Agreement. 5. Rating of Calls. Calls will be sub-minute rated based on an initial period of 18 seconds, witl1 the additional periods being billed in six second increments thereafter. 6. Underutilization Charge. No revision to the rates will be made unless the Customer contracts Verizon. I(th_e usage charges paid by Customer are less than the MAC. an Underutilization Charge equal to the difference between the MAC and such usage will be imposed. Verizon will bill Customer for such Underutilization Charge within ninety (90) days following each annual In Service anniversary date. In addition, the current rates will be re-negotiated based on the new adjusted !vfAC. 7. Termination Charges. Customer may elect to terminate this Agreement for its own convenience upon thirty (30) days prior \vritten notice to Verizon. In the event Customer elects to terminate this Agreement prior to the expiration of the term or if terminated for default by Verizon Customer shall be responsible for an amount equal to the difference between the MAC and total usage charges paid during the Contract Year of such termination; and (ii) forty percent (40%) of the MAC for each additional Contract Year of the unexpired tenn of this Agreement (collectively, the "Termination Charges"). 8. Liquidated Damages. Customer acknowledges that Verizon's actual damages arising either from Customer's underutilization or termination of the Service are impossible to ascertain and the Underutilization and Termination charges are reasonable estimates of same and shall constitute liquidated damages, and not penalties. 9. Expiration of Term. \Vhen a term commitment expires, Customer will have thirty (30) days to select another Verizon service plan. If Customer fhils to notify Verizon within this time frame, fOr :tvfACs of$6.000 and greater, Verizon may place Customer on the long distance plan with pricing that corresponds to the then current one year tenn and $6,000 MAC. For plans with a fvlAC less than $6,000, Verizon may change to its lowest MAC level at the one year term. The new rates will be effective on the first of the month when implemented fOllowing a 30-day grace period. VSS!-TSA Version 08iJ6-02 Exhibit A Page i of6 ---PAGE BREAK--- L . .JIBIT A- LONG DISTANCE VOICE SERV1CE C Rates and Charges Customer Term and Minimum Annual Commitment < MAC) for Voice Services: City';of;M has agreed to the $ 6;00() plan, under a OJie year term with a MAC of$ per year. Rates quoted are those in effect at the time of signing this document Outbound Callinf?-Rates & Estimated lffinutes of Use: State Name Washington Switched AcL·ess AnnualMOUs Interstate Intrastate Inter LATA Intrastate IntraLATA Calling Card- Enterprise Connections Flat Rate Price for Calling Card CallinJ? Card- Great Connections Interstate Intrastate InterLATA Intrastate IntraLATA • Dedicated Access Interstate Intrastate InterLATA Intrastate IntraLATA . International Service TOTAL Inbound C'allint:-Rates & Estimated Minutes of Use: State Name Switched Access Tollfree Interstate Tollfree Intrastate SUBTOTAL Dedicated Access Tollfree Interstate Tollfree Intrastate International Service SUBTOTAL TOTAL AnnuaiMOUs . ; . . : · . . • Rates $ .0$53 $ .1000 Rates $.05$3 $,)215 $\037.$ $.!)698 , . . • . . . · . ; : NOTE: Charts must he completed for each state m w/uch Venzon provtdes servtces. International rate sheets may be attached if necessary. Dedicated Access DS-Is· Location (NPAINXX) · · Dedicated Access DS-3s: MRC per DS-1 . · . . . . . . VSS!-TSA Version 08if6/02 E\hibir A ISDN* MRC MRC • . . ; • > • • • . . . < · ' ISDN NRC . . . . ' • • • Annual Price Annual Price , • 'i . . , Qty Total NRC . . • • • • . • • . . · . Page 3 of6 ---PAGE BREAK--- MN.HIBIT A- LONG DISTANCE VOICE SER, !CE ATTACHMENT A- LONG DISTANCE VOICE SERVICE LETTER OF AUTHORIZATION TO CHANGE PREFERRED CARRIER Verizon Select Services Inc. can carry any of the following types of directialed calls: Regional Toll calls outside of your local calling area that are not long distance calls Domestic Long Distance inGstate and state-toGstate long distance calls International Long Distance international calls Please identify the lines and the services call types) for which you \vould like Verizon Select Services Inc. to be the preferred carrier. You may have only one pretCrred carrier tOr each service on each line. Please note that you must authorize Verizon Select Services Inc. as your Domestic AND International Long Distance pretCrred carrier in order for us to process this change request. Regional Toll 0 Domestic Long Distance 0 International Long Distance (Hawaii Only) 0 Regional Toll 0 Domestic Long Distance 0 International Long Distance (Hawaii Only) Regional Toll 0 Domestic Long Distance 0 International Long Distance (Hawaii Only) Initial here • if you are attaching a list of additional telephone numbers to be changed (see Attachment A-1, Applicable Telephone Numbers, Lines and Locations). Initial here this is a contract renewal/existing customer for the above Attachment 1, phone numbers. Please read the following and sign below: I am selecting Verizon Select Services Inc. as my preferred carrier for the lines and services I have listed above. I am authorizing Verizon Select Services Inc. to: Become my preferred carrier for these services and lines Replace any previous carrier(s) for these services and lines Notify my local phone company of these changes on my behalf My signature verifies I am: The subscriber to the Hne(s) listed above (IF A RESIDENCE) OR The person responsible for the line(s) listed above (IF A BUSINESS) The person authorized to make changes on these line(s) X ';;!J!ll-t!>OJ'-'"'!UiJC!i;Cal phone company may charge me a fee for any change(s) in my preferred carrier(s). L•rt F Y'Y'O'ic!.Oul TITLE (IF A BUSINESS) I understand that mJ· signature above will result in a preferred carrier change for the services listed on this fhrm. Subscriber infi;rmation for !elephone lines and services affected by this preferred carrier change. CUSTOMERS APPLICABLE TELEPHONE NUMBERS, LINES AND LOCATIONS VSSI·TSA V<>rsion OiUOJJ2 Ethihit A Poge 5 of6