2384_0.DOC

NOTE UPDATES:

· July 1, 2010 – Frontier Communications Corporation acquired all Verizon North, Inc., local telephone operations in Wisconsin through a parent company merger. The legal entity Verizon North, Inc. was not affected except that the name Verizon North, Inc. was changed to Frontier North, Inc. Frontier shall replace all references to Verizon.

· Effective November 2, 2010 Section 23, Notification, contains updated Frontier Communications contact information. Attachment 2 the URL for MCI and Verizon Business is replaced with www.frontier.com.

CONTRACT 15-91579-901

FOR

VERIZON CENTRANET, ANALOG LOCAL ACCESS SERVICE, VOICE MAIL AND CPNI AUTHORIZERS

BETWEEN

THE STATE OF WISCONSIN

DEPARTMENT OF ADMINISTRATION

AND

VERIZON NORTH, INC.

This Contract is between the Department of Administration, acting on behalf of the State of Wisconsin ("State") and Verizon North, Inc. (“Contractor"). The Contract Period shall be from the Effective Date (date of final authorized signature on this Contract) of the Contract for five (5) years.

The Parties agree that this Contract is governed by and subject to the terms and conditions contained in applicable Verizon tariffs, unless such tariffs are expressly inconsistent with the express terms of this Contract, in which case the terms of this Contract shall apply including pricing in Attachment 1, CPNI Authorization in Attachment 2 and feature information in Exhibits 1 through 4. The Parties further agree that this Contract shall at all times be subject to such changes or modifications by the Public Service Commission of Wisconsin (“Commission”) as the Commission may from time to time direct in the exercise of its lawful jurisdiction.

The Parties agree that this Contract embodies the entire agreement between the State and Contractor on the matters specified herein, whether expressed or implied, written or oral. No changes, amendments, or modifications of any of the terms or conditions of this Contract are valid unless reduced to writing and signed by both Parties.

IN WITNESS WHEREOF, the Parties hereto by their duly authorized representatives have executed this Contract with full knowledge of and agreement with the terms and conditions of this Contract.

STATE OF WISCONSIN

VERIZON NORTH, INC.

DEPARTMENT OF ADMINISTRATION

BY:

BY: ________________________________

Name: Michael L. Morgan

Name: ______________________________

TITLE: Secretary of Administration

TITLE: ______________________________

DATE:

DATE: ______________________________

1. Scope of Contract

This Contract was developed to engage Verizon North, Inc. to provide CentraNet, Analog Local Access Service and Voice Mail to the State of Wisconsin that includes state agencies, the University of Wisconsin System and qualifying Wisconsin municipalities under s.16.73, Wis. Stats.

2. Definitions

Agency or Purchasing Agency – means an office, department, agency, institution of higher education, association, society or other body in state government created or authorized to be created by the constitution or any law, which is entitled to expend money appropriated by law, including the legislature and the courts.

Analog Local Access – means connectivity for stand-alone telecommunications equipment to the Public Switched Telephone Network (PSTN).

Authorized User – means any county, city, village, town, school district, board of school directors, sewer district, drainage district, technical college district, or any other public or quasi-public corporation, officer, board or other body having the authority to award public contracts (See s. 16.70(8), Wis. Stats.). Federally recognized Indian tribes and bands in this state may participate in cooperative purchasing with the state or any municipality (authorized user) under ss. 66.0301(1) and (2), Wis. Stats.

Business Day – means Monday through Friday, except for State and federal holidays.

CentraNet – means Verizon’s Centrex product, a PBX-like service providing switching at the central office.

Commission – means Wisconsin Public Service Commission.

Contract – means this written agreement.

Contract Administrator – means the individual in the Division of Enterprise Technology responsible for administering the Contract including enterprise telecommunication policy and operational day-to-day questions/issues.

Contract Manager – means the individual in the State Bureau of Procurement responsible for managing contractual matters of this Contract.

Contractor – means Verizon North, Inc.

Contractor Personnel - means any individual provided by the Contractor to provide maintenance and support services.

CPNI – means Customer Proprietary Network Information.

Customer – means State of Wisconsin.

Day – means calendar day unless otherwise specified. If the Contract calls for performance on a Day that is not a Business Day, then performance is intended to occur on the next Business Day.

Default – means the omission or failure to perform a contractual duty or provide goods or services as contractually required.

DET – means the Division of Enterprise Technology.

Department - means the Department of Administration.

DID – means Direct Inward Dialing.

Division - means a sub-unit of a state agency; an organization unit internal to a state agency.

DOD – means Direct Outward Dialing.

Effective Date -- means the date the Contract has been fully executed by the Contractor and the State, i.e., the date of the latter date of signatures required.

FCC – means Federal Communications Commission.

ICB – means Individual Case Basis.

ID – means Identification.

MBE – means Minority Business Enterprise.

MRC – means Monthly Recurring Charge.

NRC – means Non-Recurring Charge.

On-site – means at a designated State location.

Personally Identifiable Information - means an individual’s last name and the individual’s first name or first initial, in combination with and linked to any of the following elements, if the element is not publicly available information and is not encrypted, redacted, or altered in any manner that renders the element unreadable: (a) the individual’s Social Security number; (b) the individual’s driver’s license number or state identification number; (c) the number of the individual’s financial account, including a credit or debit card account number, or any security code, access code, or password that would permit access to the individual’s financial account; (d) the individual’s DNA profile; or (e) the individual’s unique biometric data, including fingerprint, voice print, retina or iris image, or any other unique physical representation, and any other information protected by state or federal law.

PSTN – means Public Switched Telephone Network.

Purchase Order – means the State’s standard document of purchase.

SBOP – means the Department of Administration’s State Bureau of Procurement.

Services - means all products, support, recommendations, research, and documentation provided by Verizon as detailed in the applicable attachments and exhibits of this Contract.

State - means the State of Wisconsin.

Voice Mail – means a centralized system of managing telephone messages.

VoIP – means Voice Over Internet Protocol.

WPSC – means Wisconsin Public Service Commission.

3.

Service or Term Period. Customer shall purchase Services set forth herein for a period of sixty (60) consecutive months from the in-service date. The in-service date shall be the date, after the Effective Date defined above, on which Verizon’s provisioning has been completed and the Service is available for Customer’s use. All Service added during the Term Period of this Contract shall be coterminous with the Contract.

4.

Minimum Commitment. Customer agrees to maintain a minimum quantity of five hundred (500) CentraNet lines in service at all times during the term of this Contract (the “Minimum Commitment.”). The Minimum Commitment shall be calculated based on the total quantity of Service in-service at the State and any Authorized User location supported hereunder. Shortfall/Termination charges apply when the total number of Customer’s CentraNet station lines in-service drops below the Minimum Commitment. Customer, not the individual Authorized User(s) is responsible for payment of any shortfall/Termination Charges resulting from any failure to meet the Minimum Commitment.

5. SHORTFALL AND TERMINATION

a. Shortfall Charges. During each month of the Service Period, Customer shall have the obligation to maintain in-service five hundred (500) CentraNet Lines (the “Minimum Line Obligation”). Verizon will review Customer’s account on an annual basis, and for each month that the number of CentraNet Lines installed is less than the Minimum Line Obligation, a shortfall charge will apply (the “Shortfall Charge”). The Shortfall Charge will be equal to $9.00 multiplied by the difference between the Minimum Line Obligation and the number of CentraNet Lines in-service. Any Shortfall Charge shall be due and payable in one lump sum within thirty (30) days of billing.

b. Termination for Convenience. If Customer terminates this Agreement for any reason except for cause under 5.c., or non-appropriation under 5.d., prior to the expiration of the Service Period, Customer shall pay to Verizon a Termination Charge equal to $9.00 multiplied by the Minimum Line Obligation, multiplied by the number of months remaining in the unexpired portion of the Service Period. Any such Termination Charge shall be due and payable in one lump sum within thirty (30) days of billing. Tariff exceptions associated with Termination Liability do not apply to this Contract.

c.

Termination for Cause. Either signing Party may terminate this Contract for failure by the other Party to perform its material obligations provided 1) the terminating Party has given the other Party written notice with proof of delivery from an overnight delivery service or certified mail return receipt requested and a thirty (30) day opportunity to cure, and 2) the Party receiving the notice has not cured its failure to perform its material obligations. The notice may include an effective termination date if the breach is not cured by that date and, unless otherwise modified by the non-breaching Party in writing prior to the termination date; no further action shall be required of any Party to effect the termination as of the stated date. If the notice does not set forth an effective termination date, then the non-breaching Party may terminate this Contract by giving the breaching Party no less than twenty four (24) hours' written notice. No Termination Charges shall apply to a termination by the State under this section. Contractor shall, in the event of such termination, be entitled to receive compensation for any Services provided up to the date of termination.

d. Termination for Non-Appropriation of Funds. The State reserves the right to cancel this Contract in whole or in part without penalty, including payment of Termination Charges, if the Legislature fails to appropriate the funds necessary to complete the Contract. Contractor shall, in the event of such termination, be entitled to receive compensation for any Services provided up to the date of termination.

3. Payment Terms and Invoicing

The State of Wisconsin normally will pay properly submitted vendor invoices within thirty (30) days of receipt providing goods and/or services have been delivered, and installed (if required).

Invoices presented for payment must be submitted in accordance with instructions contained on the purchase order including reference to purchase order number and submittal to the correct address for processing.

A good faith dispute creates an exception to prompt payment.

4. Taxes

The State of Wisconsin and its agencies are exempt from payment of all federal tax and Wisconsin state and local taxes on its purchases under this Contract.

8.

Applicable Law and Compliance

This Contract shall be governed under the laws of the State of Wisconsin. The Contractor shall at all times comply with and observe all federal and state laws, local laws, ordinances, and regulations which are in effect during the period of this contract and which in any manner affect the work or its conduct. The State of Wisconsin reserves the right to cancel this Contract if the Contractor fails to follow the requirements of s. 77.66, Wis. Stats., and related statutes regarding certification for collection of sales and use tax. The State of Wisconsin also reserves the right to cancel this Contract with any federally debarred contractor or a contractor that is presently identified on the list of parties excluded from federal procurement and non-procurement contracts.

9.

Tax Delinquency

If Contractor has a delinquent Wisconsin Tax liability under this Contract, the State may withhold payments of an invoice for Services installed under this Contract supplied directly to state agencies, in an amount equivalent to the claimed delinquent Wisconsin Tax Liability, until such time as notification of payment or resolution of any disputes of Tax liability is identified and arrangements to pay said liability are agreed upon between the parties.

10.

Antitrust Assignment

The Contractor and the State recognize that in actual economic practice, overcharges resulting from antitrust violations are in fact usually borne by the State as a purchaser. Therefore, the Contractor hereby assigns to the State any and all claims for such overcharges as to goods, materials, or services purchased in connection with its Contract with the State of Wisconsin.

11.

Assignment

This Contract may not be assigned in whole or in part without the prior written notification to the State of Wisconsin. The terms and conditions of this Contract as well as any rights and obligations and liabilities associated with such shall survive any/and all assignments, mergers or acquisitions by a third party until cancelled in writing by both parties.

12.

Nondiscrimination/Affirmative Action In connection with the performance of work under this Contract, the Contractor agrees not to discriminate against any employee or applicant for employment because of age, race, religion, color, handicap, sex, physical condition, developmental disability as defined in s. 51.01(5), Wis. Stats., sexual orientation as defined in s. 111.32(13m), Wis. Stats., or national origin. This provision shall include, but not be limited to, the following: employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. Except with respect to sexual orientation, the contractor further agrees to take affirmative action to ensure equal employment opportunities.

Contracts estimated to be over twenty-five thousand dollars ($25,000) require the submission of a written affirmative action plan by the Contractor. An exemption occurs from this requirement if the Contractor has a workforce of less than twenty-five (25) employees. Within fifteen (15) working days after the contract is executed, the contractor must submit the plan to the contracting state agency for approval. Instructions on preparing the plan and technical assistance regarding this clause are available from the contracting state agency.

The Contractor agrees to post in conspicuous places, available for employees and applicants for employment, a notice to be provided by the contracting state agency that sets forth the provisions of the State of Wisconsin’s nondiscrimination law.

Failure to comply with the conditions of this clause may result in the Contractor’s becoming declared an “ineligible” contractor, termination of the Contract, or withholding of payment.

13.

Insurance Responsibility

The Contractor performing services for the State of Wisconsin shall:

Maintain worker’s compensation insurance as required by Wisconsin Statutes, for all employees engaged in the work.

Maintain commercial general liability insurance against any claim(s) which might occur in carrying out the agreement/contract. Minimum coverage shall be one million dollars ($1,000,000) combined single limit for bodily injury and property damage including products liability and completed operations.

Provide Commercial Automobile Liability insurance for all owned, non-owned and hired vehicles that are used in carrying out this contract. Minimum coverage shall be one million dollars ($1,000,000) each accident combined single limit for bodily injury and property damage.

The State reserves the right to require higher or lower limits where warranted.

14.

Wisconsin’s Cooperative Purchasing Services

Wisconsin statutes (s. 16.73, Wis. Stats.) establish authority to allow Wisconsin municipalities to purchase from state contracts. Participating in the service gives vendors opportunities for additional sales without additional bidding. Municipalities use the service to expedite purchases. A "municipality" is defined as any county, city, village, town, school district, board of school directors, sewer district, drainage district, vocational, technical and adult education district, or any other public body having the authority to award public contracts (s. 16.70(8), Wis. Stats.). Federally recognized Indian tribes and bands in this state may participate in cooperative purchasing with the state or any municipality under ss. 66.0301(1) and (2), Wis.Stats.

All contractual goods, services and pricing shall be available to Wisconsin municipalities with special conditions identified as follows.

The State of Wisconsin is not a party to these purchases or any dispute arising from these purchases and is not liable for delivery or payment of any of these purchases.

Municipalities must complete, sign and submit to Verizon a Verizon Cooperative Purchasing Service Agreement (attached as Attachment 4 hereto) that:

· Certifies that it is a Wisconsin municipality as described in the State of Wisconsin’s Vendor Agreement for Wisconsin’s Cooperative Purchasing Service;

· Agrees to the rates, terms and conditions for all purchases of services and products under the Contract;

· Agrees to be responsible for receipt, acceptance, and inspection of such products and services provided from Verizon, and making payment for such services and products directly to Verizon; and,

· Agrees to follow the Verizon order processes and procedures.

15.

State Public Official Disclosure Requirements

This Contract may be voided by the State if the following conditions apply:

· A state public official (as defined in s. 19.42 (14), Wis. Stats.), or a member of a state public official's immediate family, or any organization in which a state public official or a member of the official's immediate family owns or controls a ten percent (10%) interest is a party, and

· The Contract involves the payment of more than three thousand dollars ($3,000) within a twelve (12) month period.

The State may void this Contract unless appropriate disclosure is made according to s. 19.45(6), Wis. Stats., before this Contract is executed. Disclosure shall be made to the State of Wisconsin Ethics Board, 44 East Mifflin Street, Suite 601, Madison, Wisconsin 53703 (Telephone 608-266-8123).

State classified and former employees and certain University of Wisconsin faculty or staff are subject to separate disclosure requirements under s. 16.417 of the Wisconsin Statutes.

16.

Hold harmless The Contractor shall indemnify and save harmless the State of Wisconsin and all of its officers, agents and employees from all suits, actions, or claims of any character brought for or on account of any injuries or damages received by any persons or real or tanglible property resulting from the operations of the Contractor for which Contractor, or of any of its contractors is legally liable, in prosecuting its work under this Contract.

17.

Promotional Advertising and News Releases

Reference to or use of the State of Wisconsin, the Great Seal of the State of Wisconsin, the Wisconsin Coat of Arms, any of its departments, agencies or other subunits, or any state official or employee for commercial promotion is prohibited. News releases pertaining to the procurement or State Contract shall not be made without prior approval of the State. Release of broadcast emails pertaining to this Contract shall not be made without prior written authorization of the contracting agency.

18.

Foreign Corporation

A foreign corporation (any corporation other than a corporation formed in Wisconsin) that becomes a party to a State contract is required to conform to all the requirements of Chapter 180, Wis. Stats., relating to a foreign corporation. This includes possession of a Certificate of Authority from the Wisconsin Department of Financial Institutions, unless the corporation is transacting business in interstate commerce or is otherwise exempt from the requirement of obtaining a certificate of authority. The Department of Financial Institutions, Division of Corporation may be contacted at P.O. Box 7846, Madison, WI 53707-7846; telephone (608) 266-3590.

19.

Employment

The Contractor shall not knowingly engage the services of any person or persons employed by the State of Wisconsin, including any department, commission or board thereof, to provide services relating to the Contract.

20.

Recordkeeping and Record Retention

The Contractor shall establish and maintain adequate records of all expenditures incurred under this Contract. All records shall be kept in accordance with generally accepted accounting procedures. All procedures shall be in accordance with federal, State and Local ordinances.

21.

Severability

If any provision of this Contract is found by a proper authority to be invalid or unenforceable, the remainder of the Contract shall remain valid and the invalid provision shall be replaced by a valid provision, which comes closest in intent to the invalid provision. The rest of the provisions shall remain in full force and effect.

22.

Contract Administrator

The Contract Administrator for this Contract is Mark Rappe, or successor. All reports are to be submitted via email to Mark Rappe or successor at mark.rappe@wisconsin.gov.

23.

Notification

Either party may give written notice to the other party in accordance with the terms of this section. Any notice required or permitted to be given hereunder shall be deemed to have been given on the date of delivery by personal service or hand delivery or three (3) business days after being mailed.

To the State:

Contract Administrator:

Mark Rappe or Successor

Department of Administration

Division of Enterprise Technology

101 E. Wilson St., 8th Flr.

Madison, Wisconsin 53703-3405

Telephone: (608) 264-9406

FAX: (608) 266-2164

Email: mark.rappe@wisconsin.gov To Verizon:

Frontier Communications Suzanne Schmidt or Successor

Senior Account Manager

8706 Starview Drive Omro, Wisconsin 54963 Email: suzanne.schmidt@FTR.com

Telephone: (920) 685-0693 With Copies To:

Frontier Communications Rhonda Lutzke, Sr. Vice President & General Manager 100 Communications Drive

Sun Prairie, Wisconsin 535900

Email: Rhonda.lutzke@FTR.com Telephone: (608) 837-1616

FAX: (608) 837-1128

Frontier Communications

Kevin Saville, Associate General Counsel

2378 Wilshire Boulevard

Mount, Minnesota 55364

Email: Kevin.saville@FTR.com Telephone: (952) 491-5564

FAX: (952) 491-5577

24.

Change of Notification Contact or Address

In the event the Contractor moves or updates any contact information, the Contractor shall inform the Contract Administrator of such changes in writing not less than ten (10) business days prior to such a move, and if possible any change in contact information. No governmental entity shall be held responsible for notices payments, or Purchase Orders delayed due to Contractor’s failure to provide such notice. Change of Contractor’s contact, email address, mailing address or telephone updates must be forwarded to the State contact person as provided in the Notification paragraph above. The State shall publish contact change information for its Contract Manager on the web page for this Contract on VendorNet.

25.

Examination of Records

The State shall, during Contractor’s normal business hours, and upon reasonable advance written notice, have access to and the right to examine and audit, on Contractor’s premises, any billing records of Contractor directly related to purchases made by the State under this Contract. The Contractor, following final payment, shall retain such billing records for three (3) years. This provision shall also apply in the event of a cancellation or termination of this Contract. Any charges related to such audit shall be borne by State.

26.

Independent Contractor

The parties hereto agree that the Contractor, its officers, agents, and employees, in the performance of this Contract shall act in the capacity of an independent contractor and not as an officer, employee, or agent of the state. The Contractor agrees to take such steps as may be necessary to ensure that each subcontractor of the Contractor, if any, will be deemed to be an independent contractor and will not be considered or permitted to be an agent, servant, joint venturer, or partner of the State.

27.

Contractor Responsibility

The Contractor shall be the sole point of contact with the State in regard to all contractual matters, including the performance of services, reporting, issuance of invoices, and the payment of any and all charges resulting from contractual obligations.

28.

Access to Facilities

Unless otherwise agreed to by the parties, any and all access by Contractor to the facilities of the State shall be during normal State office hours and all Contracted Personnel shall be subject to the State site's security procedures.

29.

Cooperation with Other Contractors In the event that the State enters into a Contract with another Contractor for additional Services related to CentraNet, Analog Local Access Service or Voice Mail, the Contractor shall ensure that its personnel fully cooperate with such other Contractor. Contractor shall not commit any act, which shall interfere with the performance of Services by any other contractor or by the State. Contractor shall cooperate with State personnel, hardware manufacturer representatives, system software suppliers, and communications systems suppliers in designing, programming, and testing any software being developed.

30.

Resale The State shall not under any circumstances resell the Services provided within this Contract.

31.

Financial Statements

Contractor’s financial statements are available at all times to the State on Contractor’s website.

32.

Key Personnel

To the extent any Contractor personnel is performing any Services on Customer’s site in connection with this Agreement, the Contractor shall furnish its personnel with a means of identifying themselves as employees of the Contractor assigned to perform Services under the Contract.

33.

Limitation of Cost

The total cost to the State for the Services under this Contract shall not exceed the rates set forth in the Attachments and / or Exhibit(s) attached to this Agreement. The Contractor shall provide the Products and perform the Services specified and all obligations under the Contract at such rates. The State shall not be obligated to reimburse Contractor for billing in excess of the rates set forth in the applicable Exhibit, and Contractor shall not be obligated to continue performance of Services under the Agreement or to incur costs in excess of the rates if such increased costs are due to additional requirements identified by the State after the initiation of effort, unless and until a change order or amendment to the Agreement increasing the rate is approved by the State.

34.

Responsibilities of Contractor

The Contractor shall:

4.1. Performance

Perform those tasks and deliver the services identified in this Contract.

4.2. Contractor Compliance

At all times comply with and observe all federal, state, and local laws, ordinances, regulations, and security and safety regulations applicable to the Services actually delivered hereunder and that are in effect during the term of this Contract that may affect the Contractor’s work or obligations hereunder.

4.3. Contract Administration

Appoint a Contract Administrator for liaison and consultation with the State. The Contract Administrator shall have authority to make managerial and technical decisions concerning the services deliverable under the Contract.

35.

Force Majeure

Neither Party shall be held liable for any delay or failure in performance of any part of this Agreement from any cause beyond its control and without its fault or negligence, including but not limited to acts of God, acts of civil or military authority, government regulations, embargoes, epidemics, war, terrorist acts, riots, insurrections, fires, explosions, earthquakes, nuclear accidents, floods, strikes, power surges, failures and blackouts, fiber cuts that are not caused by Contractor or its Subcontractors, volcanic action, or other major environmental disturbances, unusually severe weather conditions, acts or omissions of transportation common carriers.

36.

Confidential Information

In connection with the performance of work hereunder, it may be necessary for State to disclose to Contractor certain information, which is considered to be confidential and proprietary to State, or to be Personally Identifiable Information. Contractor agrees that, for a period of three (3) years from the date of disclosure, it will maintain the confidentiality of all such information which is clearly identified as confidential either in writing, or, if disclosed orally, identified at the time of disclosure as confidential and followed by written confirmation of the confidential nature of such information by using the same degree of care that Contractor takes to hold in confidence its own proprietary information of a similar nature. Contractor shall not, however, be required to keep confidential any information which is or becomes publicly available without fault on the part of Contractor, is already in Contractor’s possession prior to receipt from State, is independently developed by Contractor outside the scope of this Contract or is rightfully obtained from third parties. Contractor shall also require each of the employees, who it provides to perform Services for Customer, to also agree in writing to similar obligations of confidentiality sufficient to maintain the confidentiality of State’s information.

37.

Detariffing In the event any of the Services are hereafter detariffed, then the terms of the tariffs in effect immediately prior to such detariffing shall be deemed to be incorporated by reference and shall continue to apply to the provision of the Service to the same extent as such tariffs applied hereunder prior to such detariffing.

38.

Reporting

Contractor shall provide the Department of Administration’s Contract Administrator, on a quarterly basis, a report of all installed circuits. The report shall be sorted by billing name, location, amount billed and a description of what is installed.

Reports shall be available in hard copy (paper) and/or electronic format as determined by the State. The parameters and format of these reports as well as delivery dates shall be mutually agreed to by the Department of Administration’s Contract Administrator and Contractor.

39.

LIMITATION OF LIABILITY

The liability of Verizon to Customer for any losses or damages arising out of the Services UNDER this Contract, including but not limited to defects, errors, delays, mistakes, omissions, or interruptions shall in all instances be limited to the pro rata charges to Customer for the period during which the Service is so affected; PROVIDED, HOWEVER, THAT THIS LIMITATION SHALL NOT LIMIT VERIZON’S LIABILITY FOR DIRECT DAMAGES TO THE EXTENT SUCH DIRECT DAMAGES ARE (a) in tort for its willful or intentional misconduct; (b) for bodily injury or death proximately caused by Verizon’s negligence; or (c) loss or damage to real property or tangible personal property proximately caused by Verizon’s negligence. IN ALL INSTANCES AND NOT WITHSTANDING ANYTHING TO THE CONTRARY HEREIN, Verizon shall in no instance be liable to Customer for any general compensatory, consequential, indirect, incidental, special or punitive damages, including but not limited to revenues or lost profits.

Attachment 1 – Pricing

Customer must sign and date this Contract and return it to Verizon on or before May 29, 2009 or the proposed Service arrangement and pricing will no longer be available.

Table 1 – Service Element Service Element

CentraNet Access Line

(standard features included in all lines: automatic identification of outward dialing, basic business group, Direct Inward Dialing (DID), Direct Outward Dialing (DOD), Distinctive Ringing, Station-to-Station calling, Touch Call – Dual Tone Multi Frequency) MRC Per Unit

State Agency Bundled Service Line

(see Exhibit 1 for features) $9.50

State Agency Service Line

(line must subscribe to one of the Feature Packages (1000, 2000, 3000) as defined in Verizon’s applicable tariff) $9.00

Digital (ISDN) CentraNet Main Station Line

(line must subscribe to one of the MBKS Feature Packages (Basic, Deluxe, 3000 Deluxe) as defined in Verizon’s applicable tariff) $31.00

Service Notes:

1. Current local message unit rates as identified in the tariff apply in addition to the CentraNet line rates above (Ref: PSCW of W No. 1, Section 26, paragraph 4.1.a , note located at the bottom of the page).

2. The above charges do not include any applicable local, state, or federal fees, taxes, surcharges or other applicable tariffed charges (including, but not limited to, tariff usage charges, EUCL, SLC, taxes, surcharges, surcredits, etc). To the extent applicable, any such additional charges, fees or taxes will be assessed to Customer separately over and above the charges for the Services.

3. WHEN PURCHASING CENTRANET SERVICE PURSUANT TO THIS CONTRACT, CONTRACT RATES, TERMS AND CONDITIONS APPLY. Any credit(s) set forth in Verizon’s applicable tariff WHICH MAY OTHERWISE BE available to Customer OR its authorized USERS when purchasing CENTRANET service, including but not limited to credits described in P.s.c. No. 1 of Wisconsin General Exchange tariff Section 2.6.3.3, are not available to Customer or its authorized USERS when purchasing Service under this contract.

4. Caller ID may be chosen on a line by line basis.

5. All lines within the same serving wire center (SWC) Centrex Group must have the same feature options provisioned.

6. CentraNet lines with Assume Dial 9 are available for this customer in any Central Office capable of CentraNet as of May 31, 2002 with the State Agency Bundled Service Line option.

7. Municipalities as defined in Section 13, may purchase Service at the rates set forth herein subject to the terms and conditions of this Agreement.

8. Only features specified as included should be programmed on customer’s CentraNet lines. Should any existing features not included be on customer’s lines, the lines should be reprogrammed to remove such features.

9. NRCs per tariff apply for any new lines or packages added or changes to existing lines.

Additional Provisions:

1. Locations of Service: The Service shall be provided to Customer or its designated authorized users under the terms hereof at any location within established Verizon in-franchise serving areas within the State of Wisconsin and where Service it is technically and commercially available.

2. Other Customer Commitments or Special Terms and Conditions.

a.

Conditions. The parties acknowledge that the rates and other terms of this Contract are premised on Customer’s commitments, unique network design requirements, and Customer’s service mix, usage patterns and concentration, and other characteristics.

b.

Service Continuation. (i) If, at the time of expiration of the Service Period, a new agreement or tariffed service arrangement with Verizon for the Services is not effective as defined above and Customer has not requested, in writing, disconnection of the Services, then the Services will be reverted to applicable tariff or other Commission-authorized rate(s) for the minimum service commitment period available. The applicable tariff or other Commission-authorized arrangement will govern the service arrangement prospectively, including rates, terms and conditions, which may include charges for termination prior to the end of the minimum tariff service commitment period. If there is no applicable tariff or other Commission-authorized service arrangement, then the Service will be subject to disconnection upon the expiration of the Service Period of this Contract. If, upon expiration of the Service Period, there is a delay in reverting rates to the applicable tariff or other Commission-authorized rate(s), or in disconnecting the Services if no tariff or Commission-authorized service arrangement is available, the Service Period shall be deemed temporarily extended on a month-to-month basis until such reversion of rates or disconnection of Services is completed. In no event, however, will such temporary extension of the Service Period continue more than twelve months after the expiration of the initial Service Period. (ii) If Customer indicates to Verizon in writing that it desires to negotiate a new contract or tariffed service arrangement to continue or replace the Services provided for herein, this Contract shall automatically be extended for a period not to exceed 60 days from the end of the initial Service Period to allow the parties to finalize a new agreement or to transition to a tariffed service arrangement. Written notice must be provided by Customer at least 30 days prior to the end of the initial Service Period. For purposes of this paragraph only, written notice may be by facsimile or electronic mail.

c. Facilities. Additional charges may be required if suitable facilities are not available to provide Services at any locations, or if any additional work, services, or quantities of Services are provided. In the event installation of additional network facilities is required to provide Services, Verizon will inform Customer of such applicable charges, and Verizon will install such facilities only upon mutual written agreement of the parties to such additional charges. If Customer does not agree to pay such additional charges, then this Agreement will be subject to termination by Verizon without application of the Termination Charges described above.

d. Assigned Numbers. Customers are required to keep 50% or more of their assigned numbers working at all times in order to retain assignment of their entire block of numbers. Verizon must be notified by the Customer annually if their number of working numbers drops below 50% of their assigned numbers so that action can be initiated by Customer to increase their number of assigned numbers working or by Verizon to reclaim numbers. Numbers shall be considered working if they provide dial tone for a minimum of 90 nonconsecutive days during each calendar year in which they are assigned to Customer.

Exhibit 1 – CentraNet Analog Feature Packages

CentraNet Analog Feature Packages

Feature

(Some features are type of central office switching equipment dependent – check with account representative to verify availability) State Agency Service Line Features

Feature Package 1000

Feature Package 2000

Feature Package 3000

Feature Description

Call Alteration

Call Pick-Up – Directed

Call Pick-Up – Extended

Call Pick-Up – Group

Call Waiting Cancel

Call Waiting Originating

Call Waiting Terminating

Dial Call Waiting

Last Number Redial

Hunting – Directory Number

Hunting – Pilot Number

Speed Dial 6 or 8 (individual)

Station Restriction

Toll Restriction

Automatic Callback (Camp-on)

Call Park (Multiple)

Circular Hunting

Data Line Security

Multiple Classes of Service

Saved Number Redial

Speed Dial 30 (Customer Group)

Uniform Call Distribution

which has been idle the longest. (Applies to circular hunt only).

Executive Busy Override

Incoming Call Forwarding

number within the business group when the called station is busy.

Off-Hook Queuing

Ring Back Queuing

Speed Calling 30 (individual)

Within Group Call Forwarding

Exhibit 2 – CentraNet Digital Feature Packages

CentraNet DIGITAL Feature Packages

Feature

(Some features are type of central office switching equipment dependent – check with account representative to verify availability) Digital (ISDN) CentraNet Multi-Button Key Set (MBKS) Basic

Digital (ISDN) CentraNet Multi-Button Key Set (MBKS) Deluxe

Digital (ISDN) CentraNet Multi-Button Key Set (MBKS) 3000 Deluxe

Delayed Ringing

Initiated Priority Calling

Inspect

Intercom Alerting

Originating Priority Calling

Called Line Identification

Incoming Priority Calling

X

Executive Busy Override

X

Oncoming Call Forwarding

X

Within Group Call Forwarding

X

Exhibit 3 – CLASS Feature Package

CLASS Feature Package

Exhibit 4 -- Verizon Voice Mail (Standard)

GTD5

Central Office Switch Type

5ESS

Central Office Switch Type

DMS100

Message Length

Standard

Enhanced 2 minutes

5 minutes 2 minutes

5 minutes 2 minutes

5 minutes

Message Capacity

Standard

Enhanced 30 messages

50 messages 30 messages

50 messages 30 messages

50 messages