IT-70 - Electric Lightwave Communications, Inc. - GS35F0142X

GENERAL SERVICES

ADMINISTRATION

Federal Supply Service Authorized Federal Supply Schedule

Price List

On-line access to contract ordering information, terms and conditions, up-to-date pricing, and the option to create an electronic delivery order are available; through GSA Advantage!, a menu-driven database system.

The INTERNET address for GSA Advantage! Is: GSAAdvantage.gov.

SCHEDULE 70

GENERAL PURPOSE COMMERCIAL INFORMATION TECHNOLOGY

EQUIPMENT, SOFTWARE AND SERVICES –

Pursuant to Section 211 of the e-Gov Act of 2002, Cooperative Purchasing provides authorized State and local government entities access to information technology items offered through GSA's Schedule 70 and the Corporate contracts for associated special item numbers. Contracts with the COOP PURC icon indicate that authorized state and local government entities may procure from that contract.

Applicable services under Schedule 70, Special Item Number 132-52, Electronic Commerce and Subscription Services – SUBJECT TO COOPERATIVE PURCHASING - Includes value added network services, e-mail services, Internet access services, electronic subscription services, data transmission services, and emerging electronic commerce technologies.

Contract Number: GS35F0142X

For more information on order from Federal Supply Schedules click on the FSS Schedules button at fss.gsa.gov.

Period Covered by Contract: 12/20/2010 to 12/19/2020

Contractor Business size: Large

Modification No. 0022, effective date: 12/15/2015

INTEGRA TELECOM, INC.

18110 SE 34th St., Building One, Suite 100

Vancouver, WA 98683 360-558-6900 www.integratelecom.com

Contract: GS35F0142X

All pricing is for on-net services.

Off-net or design/build requests are special quotes. Page: 2 of 109 Revised: 12/14/2015

TABLE OF CONTENTS

TABLE OF CONTENTS

CUSTOMER INFORMATION

OTHER CUSTOMER INFORMATION

TERMS AND CONDITIONS APPLICABLE TO ELECTRONIC-COMMERCE (EC)

PRICE LIST

PRICING ASSUMPTIONS

COMPANY PROFILE

INTEGRA’S PRIVATE NETWORKING SERVICES

Ethernet Services Network Security - Security Pro Services VPN Solutions Cloud Firewall Services Metro and Long Haul Wavelength Services

INTEGRA’S INTEGRATED SERVICES

SIP Solutions

INTEGRA’S INTERNET ACCESS SERVICES

Dedicated Internet Access Ethernet Solutions – EoC Internet Access

INTEGRA’S VOICE SERVICES

ISDN/PRI

Basic Business Line (BBL) Market Expansion Line (MEL) Hosted PBX Services Hosted Voice Services Conferencing And Virtual Voice Messaging

INTEGRA’S OTHER SERVICES

Data Center Services Domain Name Hosting and E-Mail Services Labor and Materials Billing Services

USA COMMITMENT TO PROMOTE SMALL BUSINESS PARTICIPATION PROCUREMENT

PROGRAMS

BLANKET PURCHASE AGREEMENTs (BPAs)

CONTRACTOR TEAM ARRANGEMENTS

SERVICE AND DISTRIBTUTION POINTS

Off-net or design/build requests are special quotes. Page: 3 of 109 Revised: 12/14/2015

CUSTOMER INFORMATION

1a. Table of awarded special item numbers.

SIN DESCRIPTION FSC CLASS/FPDS CODE

SIN 132-52 Electronic Commerce and Subscription Services – SUBJECT TO COOPERATIVE PURCHASING - Includes value added network services, e-mail services, Internet access services, electronic subscription services, data transmission services, and emerging electronic commerce technologies.

D304 Value Added Network Services D304 Internet Access Services D304 E-Mail Services D399 Other Data Transmission Services

Awarded SIN and FPDS Codes

Note: All non-professional labor categories must be incidental to and used solely to support hardware, software and/or professional services, and cannot be purchased separately.

Note: Cooperative Purchasing, Disaster Recovery, and ARRA programs awarded for all applicable services.

Note: EC Services not intended to supersede or be substitute for any voice requirement of the Networkx contract.

1b. For pricing see the Price List below.

1c. For contractor rates see Labor and Materials below.

2. Maximum order: $500,000.00

3. Minimum order: $100.00

4. Geographic coverage (delivery area): The Geographic Scope of Contract will be domestic delivery only.

5. Point(s) of production (city, county, and State or foreign country): Clark county, Vancouver, Washington.

6. Discount from list, prices or statement of net price: Government price is best commercial rate: commercial catalog rate less 5.5% or current promotion if better or under certain circumstances Special Quote (SQ) pricing may be available. Prices shown are NET Prices; Basic discounts have been deducted, taxes and surcharges are not included.

7. Quantity discounts: None.

8: Prompt payment terms: None.

9a: Notification that Government purchase cards are accepted at or below the micro-purchase threshold: Commercial credit cards are accepted.

9b: Notification whether Government purchase cards are accepted or not accepted above the micro-purchase threshold: Major credit cards are accepted.

10: Foreign items (list items by country of origin) None.

11a: Time of delivery: (Contractor insert number of days: Contractor shall deliver to destination within the number of calendar days after receipt of order (ARO), as set forth below:

SPECIAL ITEM NUMBER DELIVERY TIME (Days ARO)

Regular 132-52 45 Days

Expedited 132-52 30 Days

11b: Expedited Delivery: All services are available for expedited delivery requests, but expedited delivery is subject it available facilities and must be negotiated at time of order.

11c: Overnight and 2-day delivery: The Contractor will indicate whether overnight and 2-day delivery are available:

No overnight or 2-day delivery.

11d: Urgent Requirements: When the Federal Supply Schedule contract delivery period does not meet the bona fide urgent delivery requirements of an ordering activity, ordering activities are encouraged, if time permits, to contact the Contractor for the purpose of obtaining accelerated delivery. The Contractor shall reply to the inquiry within 3 workdays after receipt.

(Telephonic replies shall be confirmed by the Contractor in writing.) If the Contractor offers an accelerated delivery time acceptable to the ordering activity, any order(s) placed pursuant to the agreed upon accelerated delivery time frame shall be delivered within this shorter delivery time and in accordance with all other terms and conditions of the contract.

12: F.O.B. point(s): F.O.B. Origin.

13a: Ordering address(es): ATTN: GOVERNMENT SALES, 18110 SE 34th St., Bldg. One, Ste. 100, Vancouver, WA 98683

Off-net or design/build requests are special quotes. Page: 4 of 109 Revised: 12/14/2015

13b: Ordering procedures: For supplies and services, the ordering procedures, information on Blanket Purchase Agreements (BPAs), and a sample EPA can be found at the GSA/FSS Schedule homepage (fss.gsa.gov/schedules). The following email address can be used by ordering activities to obtain technical and/or ordering assistance:

Fedgov@integratelecom.com.

14: Payment address(es): Integra Telecom, Inc., PO Box 2966, Milwaukee, WI 53201-2966.

When Integra Subsidiaries are allowed by the Contractor to bill ordering activities and accept payment, the order and/or payment must be in the name of the Contractor, in care of the Authorized Integra Subsidiary.

15: Warranty provision: N/A 16: Export packing charges, if applicable: N/A 17: Terms and conditions of Government purchase card acceptance (any thresholds above the micro-purchase level):

N/A 18: Terms and conditions of rental, maintenance, and repair (if applicable) N/A 19: Terms and conditions of installation (if applicable):

LIABILITY FOR INJURY OR DAMAGE

The Contractor shall not be liable for any injury to ordering activity personnel or damage to ordering activity property arising from the use of equipment maintained by the Contractor, unless such injury or damage is due to the fault or negligence of the Contractor.

20: Terms and conditions of repair parts indicating date of parts price lists and any discounts from list prices (if applicable): N/A 20a: Terms and conditions for any other services (if applicable) N/A 21: List of service and distribution points (if applicable): N/A 22: List of participating dealers (if applicab1): N/A 23: Preventive maintenance (if applicable): N/A 24a: Special attributes such as environmental attributes (e:g:, recycled content, energy efficiency, and/or reduced pollutants) N/A 24b: Section 508 compliance: Not applicable to this offer. The EIT standards can he found at www.Section5O8.gov 25: Data Universal Number System (DUNS) number: 139127117 26: Notification regarding registration in Central Contractor Registration (CCR) database: Contractor has registered with the Central Contractor Registration Database.

Contractor's Taxpayer Identification Number (TIN): 93-1219049.

CAGE Code: 61BV3

OTHER CUSTOMER INFORMATION

27. ORDERING PROCEDURES FOR FEDERAL SUPPLY SCHEDULE CONTRACTS

Ordering activities shall use the ordering procedures of Federal Acquisition Regulation (FAR) 8.405 when placing an order or establishing a BPA for supplies or services. These procedures apply to all schedules.

a. FAR 8.405-1 Ordering procedures for supplies, and services not requiring a statement of work.

b. FAR 8.405-2 Ordering procedures for services requiring a statement of work.

28. FEDERAL INFORMATION TECHNOLOGY/TELECOMMUNICATION STANDARDS REQUIREMENTS:

ordering activities acquiring products from this Schedule must comply with the provisions of the Federal Standards Program, as appropriate (reference: NIST Federal Standards Index). Inquiries to determine whether or not specific products listed herein comply with Federal Information Processing Standards (FIPS) or Federal Telecommunication Standards (FED-STDS), which are cited by ordering activities, shall be responded to promptly by the Contractor.

29. FEDERAL INFORMATION PROCESSING STANDARDS PUBLICATIONS (FIPS PUBS): Information Technology products under this Schedule that do not conform to Federal Information Processing Standards (FIPS) should not be acquired unless a waiver has been granted in accordance with the applicable "FIPS Publication." Federal Information Processing Standards Publications (FIPS PUBS) are issued by the U.S. Department of Commerce, National Institute of Standards and Technology (NIST), pursuant to National Security Act. Information concerning their availability and

Off-net or design/build requests are special quotes. Page: 5 of 109 Revised: 12/14/2015 applicability should be obtained from the National Technical Information Service (NTIS), 5285 Port Royal Road, Springfield, Virginia 22161. FIPS PUBS include voluntary standards when these are adopted for Federal use. Individual orders for FIPS PUBS should be referred to the NTIS Sales Office, and orders for subscription service should be referred to the NTIS Subscription Officer, both at the above address, or telephone number (703) 487-4650.

30. FEDERAL TELECOMMUNICATION STANDARDS (FED-STDS): Telecommunication products under this Schedule that do not conform to Federal Telecommunication Standards (FED-STDS) should not be acquired unless a waiver has been granted in accordance with the applicable "FED-STD." Federal Telecommunication Standards are issued by the U.S. Department of Commerce, National Institute of Standards and Technology (NIST), pursuant to National Security Act.

Ordering information and information concerning the availability of FED-STDS should be obtained from the GSA, Federal Acquisition Service, Specification Section, 470 East L’Enfant Plaza, Suite 8100, SW, Washington, DC 20407, telephone number (202)619-8925. Please include a self-addressed mailing label when requesting information by mail. Information concerning their applicability can be obtained by writing or calling the U.S. Department of Commerce, National Institute of Standards and Technology, Gaithersburg, MD 20899, telephone number (301)975-2833.

31. CONTRACTOR TASKS / SPECIAL REQUIREMENTS (C-FSS-370) (NOV 2003)

(a) Security Clearances: The Contractor may be required to obtain/possess varying levels of security clearances in the performance of orders issued under this contract. All costs associated with obtaining/possessing such security clearances should be factored into the price offered under the Multiple Award Schedule.

(b) Travel: The Contractor may be required to travel in performance of orders issued under this contract. Allowable travel and per diem charges are governed by Pub .L. 99-234 and FAR Part 31, and are reimbursable by the ordering agency or can be priced as a fixed price item on orders placed under the Multiple Award Schedule. Travel in performance of a task order will only be reimbursable to the extent authorized by the ordering agency. The Industrial Funding Fee does NOT apply to travel and per diem charges.

(c) Certifications, Licenses and Accreditations: As a commercial practice, the Contractor may be required to obtain/possess any variety of certifications, licenses and accreditations for specific FSC/service code classifications offered. All costs associated with obtaining/ possessing such certifications, licenses and accreditations should be factored into the price offered under the Multiple Award Schedule program.

(d) Insurance: As a commercial practice, the Contractor may be required to obtain/possess insurance coverage for specific FSC/service code classifications offered. All costs associated with obtaining/possessing such insurance should be factored into the price offered under the Multiple Award Schedule program.

(e) Personnel: The Contractor may be required to provide key personnel, resumes or skill category descriptions in the performance of orders issued under this contract. Ordering activities may require agency approval of additions or replacements to key personnel.

(f) Organizational Conflicts of Interest: Where there may be an organizational conflict of interest as determined by the ordering agency, the Contractor’s participation in such order may be restricted in accordance with FAR Part 9.5.

(g) Documentation/Standards: The Contractor may be requested to provide products or services in accordance with rules, regulations, OMB orders, standards and documentation as specified by the agency’s order.

(h) Data/Deliverable Requirements: Any required data/deliverables at the ordering level will be as specified or negotiated in the agency’s order.

(i) Government-Furnished Property: As specified by the agency’s order, the Government may provide property, equipment, materials or resources as necessary.

(j) Availability of Funds: Many Government agencies’ operating funds are appropriated for a specific fiscal year. Funds may not be presently available for any orders placed under the contract or any option year. The Government’s

Off-net or design/build requests are special quotes. Page: 6 of 109 Revised: 12/14/2015 obligation on orders placed under this contract is contingent upon the availability of appropriated funds from which payment for ordering purposes can be made. No legal liability on the part of the Government for any payment may arise until funds are available to the ordering Contracting Officer.

(k) Overtime: For professional services, the labor rates in the Schedule should not vary by virtue of the Contractor having worked overtime. For services applicable to the Service Contract Act (as identified in the Schedule), the labor rates in the Schedule will vary as governed by labor laws (usually assessed a time and a half of the labor rate).

32. PURCHASE OF OPEN MARKET ITEMS

NOTE: Open Market Items are also known as incidental items, noncontract items, non-Schedule items, and items not on a Federal Supply Schedule contract. ODCs (Other Direct Costs) are not part of this contract and should be treated as open market purchases. Ordering Activities procuring open market items must follow FAR 8.402(f).

For administrative convenience, an ordering activity contracting officer may add items not on the Federal Supply Multiple Award Schedule (MAS) -- referred to as open market items -- to a Federal Supply Schedule blanket purchase agreement (BPA) or an individual task or delivery order, only if-

(1) All applicable acquisition regulations pertaining to the purchase of the items not on the Federal Supply Schedule have been followed (e.g., publicizing (Part 5), competition requirements (Part 6), acquisition of commercial items (Part 12), contracting methods (Parts 13, 14, and 15), and small business programs (Part 19));

(2) The ordering activity contracting officer has determined the price for the items not on the Federal Supply Schedule is fair and reasonable;

(3) The items are clearly labeled on the order as items not on the Federal Supply Schedule; and

(4) All clauses applicable to items not on the Federal Supply Schedule are included in the order.

33. CONTRACTOR COMMITMENTS, WARRANTIES AND REPRESENTATIONS

a. For the purpose of this contract, commitments, warranties and representations include, in addition to those agreed to for the entire schedule contract:

(1) Time of delivery/installation quotations for individual orders;

(2) Technical representations and/or warranties of products concerning performance, total system performance and/or configuration, physical, design and/or functional characteristics and capabilities of a product/equipment/ service/software package submitted in response to requirements which result in orders under this schedule contract.

(3) Any representations and/or warranties concerning the products made in any literature, description, drawings and/or specifications furnished by the Contractor.

b. The above is not intended to encompass items not currently covered by the GSA Schedule contract.

34. BLANKET PURCHASE AGREEMENTS (BPAs)

The use of BPAs under any schedule contract to fill repetitive needs for supplies or services is allowable. BPAs may be established with one or more schedule contractors. The number of BPAs to be established is within the discretion of the ordering activity establishing the BPA and should be based on a strategy that is expected to maximize the effectiveness of the BPA(s). Ordering activities shall follow FAR 8.405-3 when creating and implementing BPA(s).

35. CONTRACTOR TEAM ARRANGEMENTS

Contractors participating in contractor team arrangements must abide by all terms and conditions of their respective contracts.

This includes compliance with Clauses 552.238-74, Industrial Funding Fee and Sales Reporting, i.e., each contractor (team member) must report sales and remit the IFF for all products and services provided under its individual contract.

36. PRIME CONTRACTOR ORDERING FROM FEDERAL SUPPLY SCHEDULES.

Prime Contractors (on cost reimbursement contracts) placing orders under Federal Supply Schedules, on behalf of an ordering activity, shall follow the terms of the applicable schedule and authorization and include with each order –

Off-net or design/build requests are special quotes. Page: 7 of 109 Revised: 12/14/2015

(a) A copy of the authorization from the ordering activity with whom the contractor has the prime contract (unless a copy was previously furnished to the Federal Supply Schedule contractor); and

(b) The following statement:

This order is placed under written authorization from _______ dated _______. In the event of any inconsistency between the terms and conditions of this order and those of your Federal Supply Schedule contract, the latter will govern.

37. INSURANCE—WORK ON A GOVERNMENT INSTALLATION (JAN 1997)(FAR 52.228-5)

(a) The Contractor shall, at its own expense, provide and maintain during the entire performance of this contract, at least the kinds and minimum amounts of insurance required in the Schedule or elsewhere in the contract.

(b) Before commencing work under this contract, the Contractor shall notify the Contracting Officer in writing that the required insurance has been obtained. The policies evidencing required insurance shall contain an endorsement to the effect that any cancellation or any material change adversely affecting the Government's interest shall not be effective—

(1) For such period as the laws of the State in which this contract is to be performed prescribe; or

(2) Until 30 days after the insurer or the Contractor gives written notice to the Contracting Officer, whichever period is longer.

(c) The Contractor shall insert the substance of this clause, including this paragraph (c), in subcontracts under this contract that require work on a Government installation and shall require subcontractors to provide and maintain the insurance required in the Schedule or elsewhere in the contract. The Contractor shall maintain a copy of all subcontractors' proofs of required insurance, and shall make copies available to the Contracting Officer upon request.

38. ADVANCE PAYMENTS

A payment under this contract to provide a service or deliver an article for the United States Government may not be more than the value of the service already provided or the article already delivered. Advance or pre-payment is not authorized or allowed under this contract. (31 U.S.C. 3324)

Off-net or design/build requests are special quotes. Page: 8 of 109 Revised: 12/14/2015

TERMS AND CONDITIONS APPLICABLE TO

ELECTRONIC-COMMERCE (EC)

TERMS AND CONDITIONS APPLICABLE TO ELECTRONIC-COMMERCE (EC) (SPECIAL

IDENTIFICATION NUMBER 132-52)

1. SCOPE

a. The prices, terms and conditions stated under Special Item Number 132-52 Electronic Commerce (EC) Services apply exclusively to EC Services within the scope of this Information Technology Schedule.

b. The Contractor shall provide services at the Contractor’s facility and/or at the ordering activity location, as agreed to by the Contractor and the ordering activity.

2. PERFORMANCE INCENTIVES I-FSS-60 Performance Incentives (April 2000)

a. Performance incentives may be agreed upon between the Contractor and the ordering activity on individual fixed price orders or Blanket Purchase Agreements under this contract .

b. The ordering activity must establish a maximum performance incentive price for the services and/or total solutions on individual orders or Blanket Purchase Agreements.

c. Incentives should be designed to relate results achieved by the contractor to specified targets. To the maximum extent practicable, ordering activities shall consider establishing incentives where performance is critical to the ordering activity’s mission and incentives are likely to motivate the contractor. Incentives shall be based on objectively measurable tasks. Incentives shall be based on objectively measurable tasks.

3. ORDER

a. Agencies may use written orders, EDI orders, blanket purchase agreements, individual purchase orders, or task orders for ordering services under this contract. Blanket Purchase Agreements shall not extend beyond the end of the contract period; all services and delivery shall be made and the contract terms and conditions shall continue in effect until the completion of the order. Orders for tasks which extend beyond the fiscal year for which funds are available shall include FAR 52.232-19 (Deviation – May 2003) Availability of Funds for the Next Fiscal Year. The purchase order shall specify the availability of funds and the period for which funds are available.

b. All task orders are subject to the terms and conditions of the contract. In the event of conflict between a task order and the contract, the contract will take precedence.

4. PERFORMANCE OF SERVICES

a. The Contractor shall commence performance of services on the date agreed to by the Contractor and the ordering activity.

b. The ordering activity should include the criteria for satisfactory completion for each task in the Statement of Work or Delivery Order. Services shall be completed in a good and workmanlike manner.

c. Any Contractor travel required in the performance of EC Services must comply with the Federal Travel Regulation or Joint Travel Regulations, as applicable, in effect on the date(s) the travel is performed. Established Federal Government per diem rates will apply to all Contractor travel. Contractors cannot use GSA city pair contracts.

5. STOP-WORK ORDER (FAR 52.242-15) (AUG 1989)

a. The Contracting Officer may, at any time, by written order to the Contractor, require the Contractor to stop all, or any part, of the work called for by this contract for a period of 90 days after the order is delivered to the Contractor, and for any further period to which the parties may agree. The order shall be specifically identified as a stop-work order issued under this clause. Upon receipt of the order, the Contractor shall immediately comply with its terms and take all reasonable steps to minimize the incurrence of costs allocable to the work covered by the order during the

Off-net or design/build requests are special quotes. Page: 9 of 109 Revised: 12/14/2015 period of work stoppage. Within a period of 90 days after a stop-work is delivered to the Contractor, or within any extension of that period to which the parties shall have agreed, the Contracting Officer shall either-

i) Cancel the stop-work order; or

ii) Terminate the work covered by the order as provided in the Default, or the Termination for Convenience of the Government, clause of this contract.

b. If a stop-work order issued under this clause is canceled or the period of the order or any extension thereof expires, the Contractor shall resume work. The Contracting Officer shall make an equitable adjustment in the delivery schedule or contract price, or both, and the contract shall be modified, in writing, accordingly, if-

c. The stop-work order results in an increase in the time required for, or in the Contractor's cost properly allocable to, the performance of any part of this contract; and

d. The Contractor asserts its right to the adjustment within 30 days after the end of the period of work stoppage;

provided, that, if the Contracting Officer decides the facts justify the action, the Contracting Officer may receive and act upon the claim submitted at any time before final payment under this contract.

e. If a stop-work order is not canceled and the work covered by the order is terminated for the convenience of the Government, the Contracting Officer shall allow reasonable costs resulting from the stop-work order in arriving at the termination settlement.

6. INSPECTION OF SERVICES

The Inspection of Services–Fixed Price (AUG 1996) (Deviation – May 2003) clause at FAR 52.246-4 applies to firm-fixed price orders placed under this contract. The Inspection–Time-and-Materials and Labor-Hour (MAY 2001) (Deviation – May 2003) clause at FAR 52.246-6 applies to time-and-materials and labor-hour orders placed under this contract.

7. RESPONSIBILITIES OF THE CONTRACTOR

The Contractor shall comply with all laws, ordinances, and regulations (Federal, State, City, or otherwise) covering work of this character. If the end product of a task order is software, then FAR 52.227-14 (Deviation – May 2003) Rights in Data – General, may apply.

8. RESPONSIBILITIES OF THE ORDERING ACTIVITY

Subject to security regulations, the ordering activity shall permit Contractor access to all facilities necessary to perform the requisite EC Services.

9. INDEPENDENT CONTRACTOR

All EC Services performed by the Contractor under the terms of this contract shall be as an independent Contractor, and not as an agent or employee of the ordering activity.

10. ORGANIZATIONAL CONFLICTS OF INTEREST

a. Definitions.

“Contractor” means the person, firm, unincorporated association, joint venture, partnership, or corporation that is a party to this contract.

“Contractor and its affiliates” and “Contractor or its affiliates” refers to the Contractor, its chief executives, directors, officers, subsidiaries, affiliates, subcontractors at any tier, and consultants and any joint venture involving the Contractor, any entity into or with which the Contractor subsequently merges or affiliates, or any other successor or assignee of the Contractor.

Off-net or design/build requests are special quotes. Page: 10 of 109 Revised: 12/14/2015

An “Organizational conflict of interest” exists when the nature of the work to be performed under a proposed ordering activity contract, without some restriction on ordering activities by the Contractor and its affiliates, may either (i) result in an unfair competitive advantage to the Contractor or its affiliates or (ii) impair the Contractor’s or its affiliates’ objectivity in performing contract work.

b. To avoid an organizational or financial conflict of interest and to avoid prejudicing the best interests of the ordering activity, ordering activities may place restrictions on the Contractors, its affiliates, chief executives, directors, subsidiaries and subcontractors at any tier when placing orders against schedule contracts. Such restrictions shall be consistent with FAR 9.505 and shall be designed to avoid, neutralize, or mitigate organizational conflicts of interest that might otherwise exist in situations related to individual orders placed against the schedule contract. Examples of situations, which may require restrictions, are provided at FAR 9.508.

11. INVOICES

The Contractor, upon completion of the work ordered, shall submit invoices for EC services. Progress payments may be authorized by the ordering activity on individual orders if appropriate. Progress payments shall be based upon completion of defined milestones or interim products. Invoices shall be submitted monthly for recurring services performed during the preceding month.

12. PAYMENTS

For firm-fixed price orders the ordering activity shall pay the Contractor, upon submission of proper invoices or vouchers, the prices stipulated in this contract for service rendered and accepted. Progress payments shall be made only when authorized by the order. For time-and-materials orders, the Payments under Time-and-Materials and Labor-Hour Contracts at FAR 52.212-4 (MAR 2009) (ALTERNATE I – OCT 2008) (DEVIATION I – FEB 2007) applies to time-and-materials orders placed under this contract. For labor-hour orders, the Payment under Time-and-Materials and Labor-Hour Contracts at FAR 52.212-4 (MAR 2009) (ALTERNATE I – OCT 2008) (DEVIATION I – FEB 2007) applies to labor-hour orders placed under this contract. 52.216-31(Feb 2007) Time-and-Materials/Labor-Hour Proposal Requirements—Commercial Item Acquisition. As prescribed in 16.601(e)(3), insert the following provision:

a. The Government contemplates award of a Time-and-Materials or Labor-Hour type of contract resulting from this solicitation.

b. The offeror must specify fixed hourly rates in its offer that include wages, overhead, general and administrative expenses, and profit. The offeror must specify whether the fixed hourly rate for each labor category applies to labor performed by—

i) The offeror;

ii) Subcontractors; and/or

iii) Divisions, subsidiaries, or affiliates of the offeror under a common control.

13. INCIDENTAL SUPPORT COSTS

Incidental support costs are available outside the scope of this contract. The costs will be negotiated separately with the ordering activity in accordance with the guidelines set forth in the FAR.

14. APPROVAL OF SUBCONTRACTS

The ordering activity may require that the Contractor receive, from the ordering activity's Contracting Officer, written consent before placing any subcontract for furnishing any of the work called for in a task order.

15. DESCRIPTION OF ELECTRONIC COMMERCE (EC) SERVICES AND PRICING

Off-net or design/build requests are special quotes. Page: 11 of 109 Revised: 12/14/2015

PRICE LIST

Application SIN and FPDS Codes

SIN DESCRIPTION FSC CLASS/FPDS CODE

SIN 132-52 Electronic Commerce Services

D304 Value Added Network Services D304 Internet Access Services D304 E-Mail Services D399 Other Data Transmission Services

Note 1: Pricing is for network services only, subject to adequate, available facilities, not all services are available in all areas.

Note 2: Wiring past the demarc, subject to availability, is on a Labor and Materials basis.

Note 3: Special Quote (SQ) pricing requires the verification of facilities and engineering by Integra account team.

Note 4: Where CPE is not provided by Integra, service is subject to Integra's sole determination of proper integration with customer's CPE.

Note 5: Taxes, Fees, and Additional Surcharges may apply. Extended Area Service charges may apply.

Note 6: All voice services may be PIC'd at customer request to non-Integra LD providers in order to comply with NETWORX or other requirements.

Note 7: Labor and Materials Options are Other Direct Costs (ODC) associated with a service and not meant to replace any SIN 132-51 service.

Note 8: Resale services available on an SQ and ODC bases only (quoted separately and only in conjunction with other non-resale services) Note 9: Electronic Commerce Services are not intended to supersede or be substitute for any voice requirements of

NETWORX.

Off-net or design/build requests are special quotes. Page: 12 of 109 Revised: 12/14/2015

PRICING ASSUMPTIONS

The following product and pricing schedules are based on Integra’s Enterprise Product Catalog (EPC) as of the date of this amended schedule. The EPC is Integra’s official product catalog. All posted pricing represent a 5.5% discount on Integra’s best market rates (typically based on 3 year term rates). All posted pricing is for on-net services. All off-net locations are treated as special quotes.

Special quotes are typically set on complex services requiring special design, location qualifications (on-net vs. off-net), and, in some cases, construction builds. Special quote pricing is unique to the specific service application and associated location with prices quoted during the bid process.

The pricing schedules have the following record format:

Product Product Element Rate Plan MRC - Service Description NRC - Service Description MRC NRC

• Product: Top level product name.

• Product Element: A Product sub feature. Product Elements are sub-sets of a Product. For example, Caller ID Name and

Number is a feature (Element) of ISDN/PRI Voice Services (Product).

• Rate Plan: A sub-set of a Product Element. For example, a Product Element may have several rate plans for various bandwidth options.

• MRC – Service Description: This represents the specific transaction name on the invoice for monthly recurring charges

(MRCs). For example, every Product Element will have a specific transaction name for MRCs.

• NRC – Service Description: This represents the specific transaction name on the in voice for non-recurring charges

(NRCs). For example, every Product Element will have a specific transaction name for NRCs.

• MRC: Monthly Recurring Charge

• NRC: Non-Recurring Charge

Other pricing information:

Services with $0.00 designated rates represent either product elements with no charge or services not separately priced. Product elements with no specific charges are typically sub-components of a larger product set or bundled service.

Rate plans with + or ++ are product elements tha are components of a bundled or packaged service.

Rate plans with A, B, C, or D designations are internal descriptors only. As noted above , the Integra’s best market rates for each product set are represented on these schedules.

Taxes

Integra Telecom recognizes its obligation to administer its customer billing in accordance with the rules and guidelines set forth by tax authorities at all levels of government (i.e. federal, state, county and city). One of our operational/financial goals is to support this obligation to the fullest extent possible.

Integra conducts internal reviews of its customer billing to insure that the Company is in compliance with tax rules and/or guidelines, and changes thereto. Any billing issues identified are then reviewed by internal tax experts and/or external tax consultants.

As is true for most all service providers, customer billing at Integra is subject to review by various tax authorities, who also conduct formal audits on a periodic basis. These audits are specifically designed to assess the accuracy and comprehensiveness of our tax billing. If the audits identify any variances between the authority’s rules and our practices Integra amends its practices to achieve full compliance.

Integra uses sophisticated operational support systems (OSS) including state‐of‐the‐art billing and taxation software. The Company’s significant financial investment in OSS bears witness to its commitment to deliver timely, accurate and comprehensive invoices to Integra’s customers. Integra is confident that its systems generate tax billing that is compliant with industry standards and government regulations. Taxes collected from our customers are remitted to the appropriate tax authorities in a timely and comprehensive manner.

Off-net or design/build requests are special quotes. Page: 13 of 109 Revised: 12/14/2015

Surcharges and Fees

Various jurisdictions and agencies also assess surcharges or fees for telephone-related services and programs such as E911 and Telephone Relay Service (TRS) that telecommunications providers like Integra must collect from their enduser customers and remit to these organizations. There are also surcharges that telecommunications providers are permitted, but not required, to pass through to customers such as the Federal Universal Service Fund. These are costs that Integra must cover to stay in business. Integra separately itemizes these surcharges and fees on customer invoices rather than include these amounts in higher rates for services. Lastly, competitive telecommunications providers are permitted to structure rates in a manner that fits their business priorities. Integra has chosen to apply certain surcharges and fees depending on the types of services subscribed to by its end-user customers.

Taxes and Government Fees

Charge

Definition

Universal Service Fund (USF)

Universal Service Fund surcharges support the provision of affordable telecommunications services to rural, isolated, and high-cost areas; low-income residential subscribers; schools and libraries; and rural health care programs. All communications companies (including local, long distance, cellular, and paging providers) must contribute to the Federal Universal Service Fund; and several states also have Universal Service programs funded by rate-payers.

Telecommunications Assistance "Lifeline" Programs (e.g.

TAP, LITAP)

These surcharges fund "Lifeline" programs. These are state-run programs to lower the cost of residential telephone service for persons who meet certain income guidelines, have a disability, or are at least 65 years of age. TAP surcharges are assessed to all telephone customers (except Lifeline recipients) at a flat rate per line.

Telecommunications Relay Service (TRS) & Telephone Assistance for Communications Impaired Persons (TACIP)

TRS programs enable telephone conversations for communications impaired persons through the use of special equipment and Relay Service operators. TRS programs are administered at both the state and federal level. Many states also have programs that provide for the distribution of communications devices to eligible communications-impaired persons.

E911 Emergency System Charge The E911 surcharge funds community 911 emergency telephone systems.

Public Utility Commission Fee (PUC) Some states require telecommunications providers to collect fees to support the operations of the state public utilities commission.

Federal, State and Local Taxes, Surcharges & Fees

Integra collects and remits a range federal, state, and local taxes, surcharges and fees levied on communications providers for the sale of goods and services on behalf of the government entities that mandate these charges. These include, but are not limited to, sales taxes and municipal franchise fees. These taxes and fees vary by jurisdiction.

Integra Surcharges

In addition to government taxes and fees the following Integra surcharges apply (see specific pricing schedules for IAC and ICF):

Charge

Definition

Interstate Access Charge (IAC)

The IAC defrays the costs of maintenance and upkeep of Integra's network so that customers can access the interstate telecommunications network to place and receive interstate, off-shore and international long distance calls. This monthly recurring charge is assessed as a flat rate per line or circuit for single and multi-line customers.

Off-net or design/build requests are special quotes. Page: 14 of 109 Revised: 12/14/2015

Interconnection Fee (ICF) The ICF is designed to recover portions of the Company's costs of interconnection to the public switch telephone network (PSTN). The ICF is a monthly recurring charge assessed as a flat per line or circuit.

Network Access Assessment (NAA)

The NAA is assessed as a percentage of recurring charges for local and intrastate services (depending on service location); interstate and international services, data, IP-platform and cloud services; private-line services; and the Interstate Access Charge (IAC) and Interconnection Fee (ICF).

Off-net or design/build requests are special quotes. Page: 15 of 109 Revised: 12/14/2015

Integra Telecom, Inc., Legal Operating Entities & Service Delivery Footprint

Operating Area Legal Entity/FEIN

Arizona Electric Lightwave, LLC dba Integra Telecom 02-0670399

California Electric Lightwave, LLC dba Integra Telecom 02-0670399

Colorado Eschelon Telecom of Colorado dba Integra Telecom 41-1904607

Idaho Electric Lightwave, LLC dba Integra Telecom 02-0670399

Minnesota North Integra Telecom of Minnesota, Inc.

41-1926066

Minnesota South Integra Telecom of Minnesota, Inc.

41-1926066

Montana OneEighty Communications, Inc. dba Integra Telecom 91-2155829

Nevada Eschelon Telecom of Nevada Inc. dba Integra Telecom 41-1911415

North Dakota Integra Telecom of North Dakota, Inc.

93-1288563

Oregon Integra Telecom of Oregon, Inc.

93-1219052

Utah Integra Telecom of Utah, Inc.

93-1282537

Washington Integra Telecom of Washington, Inc.

93-1219051

Eastern Washington Integra Telecom of Washington, Inc.

93-1219051

Southwest Washington Integra Telecom of Oregon, Inc.

93-1219052

Prior Lake, New Market/Webster & Savage Minnesota only

Scott-Rice Telephone Company dba Integra Telecom 41-0635910

Carrier Electric Lightwave, LLC dba Integra Telecom 02-0670399

All other states Electric Lightwave, LLC dba Integra Telecom 02-0670399

Off-net or design/build requests are special quotes. Page: 16 of 109 Revised: 12/14/2015

COMPANY PROFILE

Integra Telecom is headquartered in Vancouver, WA. Since 1984, we have relied on our own world-class optical network to provide local telephone, data, network, and long distance services to government, education, commercial entities, and wholesale service providers (LECs, CLECs and IXCs) in eleven states across the west.

Integra Telecom’s core strategy relies upon continued and substantial investment in its world-class fiber optic network. The combined companies invest significant capital in the growth of this network, anticipating over $100 million invested in 2011 and into the foreseeable future. This investment is funded by the substantial free cash flow the company generates from over $600 million in annual revenue.

Integra Telecom’s mission is to lead the telecommunications industry in providing quality user-friendly service. Integra Telecom provides telecommunication services to over 100,000 commercial and public sector customers in 194 communities in eleven states.

These customers have come to trust Integra Telecom’s local presence, whether needing a few phone lines or a large multi-location enterprise solution, whether neighborhood florist or large government institution. Integra Telecom operates its own state-of-the-art network, continually upgrading its infrastructure to support next-generation technology. Integra Telecom owns a fiber optic network of 8,000 route miles providing redundancy, reliability, and scalability. The network interconnects several metropolitan areas in the western U.S. linking Integra’s Metropolitan Area Networks (MANs) in cities such as Seattle, Portland, Minneapolis, Denver, Salt Lake City, Phoenix, Sacramento, Santa Rosa, Las Vegas, Reno, and Boise.

NETWORK

3,000+ Miles of Metro Fiber Network 5,000+ Miles of Inter-Metro Fiber Routes

- One of the largest in US Fully-redundant 30 Gbps IP / MPLS backbone 18 PSTN Voice Switches 125 IP/Data Switches/Routers 1,700+ On-Network Fiber-served Buildings Ethernet coverage across 75% + footprint Presence in 50+ data centers & exchanges 230 LEC Collocations

Off-net or design/build requests are special quotes. Page: 17 of 109 Revised: 12/14/2015

INTEGRA’S PRIVATE NETWORKING SERVICES

Harness the power of convergence. Integra's Private Networking offer facilitates connecting multiple offices, combining voice, data and Internet traffic over a single connection. Whether you have two sites or 200, Integra can customize a secure, reliable solution to maximize networking efficiencies. And you can choose to manage your own network connections or have Integra manage them for you. The decision is yours.

Harness the next evolution of telecom. Multi-protocol Label Switching or MPLS is used to enhance the flow of traffic on a network by making better use of available network paths. MPLS exploits Quality of Service (QoS) tagging or Class of Service (CoS) priority, which network designers use to schedule the packet's movement across a network.

Integra's extensive fiber footprint within all metro areas we serve enables us to offer a wide variety of access types and speeds including fiber, Ethernet Solutions and Traditional Telephony. Intelligent integration means access to the public internet over the same transport circuits as the private network is available.

Why Integra? A Cutting Edge Network and Unprecedented Reach through cloud-based computing technologies.

3,000 miles of Metro Fiber 5,000 mile of Longhaul Fiber 18 PSTN Voice Switches 125 IP/Data Switches/Routers

1700+ On-Net Fiber-served Buildings 230 LEC Collocations Fully redundant MPLS backbone

WE ARE RESPONSIVE.

Because Integra staffs technicians, account managers and customer care professionals in your area, we are able to quickly address your questions and concerns. In fact, on average, Integra resolves over 90 percent of all customer questions on the first call.

WE ARE RELIABLE.

Our commercial customers rate reliability as the most important factor in choosing a communications provider. To ensure clear, fast and dependable service, we own and maintain our own network instead of reselling another carrier’s service. This enables us to control the quality and reliability of service to all our customers both public and private sector.

WE ARE LOCAL.

When you call Integra Telecom, a real person will answer the phone.

We’re not just in your time zone, we’re in your town. It’s this unique, locally-based service model that has earned Integra the industry’s best service ratings and highest level of customer loyalty.

Ethernet Services

Ethernet Services: Integra's most advanced product line provides solid and stable connectivity for businesses that are becoming more reliant on high bandwidth applications and need guaranteed accessibility across their networks and, increasingly, into the cloud.

Ethernet Services are the future for enterprise businesses that are looking for scalability, security, and to increase efficiencies in their network. With our ever growing Ethernet Services product suite, Integra can deliver:

• A Layer 2 configuration for high performance Wide Area Networks (WANs)

• Flexible High bandwidth connectivity for Data Center access and/or Internet access

• A private network connection for Private and Public Cloud Computing applications

Off-net or design/build requests are special quotes. Page: 18 of 109 Revised: 12/14/2015

Using Carrier Ethernet technology, Ethernet Services allows your business access to a highly scalable product that you can manipulate to manage all of your traffic. With Class of Service (CoS) technology, you can prioritize your WAN traffic into 4 or 8 queues to maximize the efficiency of your network. No longer do you need to manage separate transports for your voice, video, data, and internet traffic.

With Ethernet Services available from 3 Mbps to 10 Gbps, you're guaranteed flexibility and the scalability of purchasing incremental bandwidth.

All of Integra's Ethernet Services are provisioned over our own fiber backbone with SLAs guaranteeing your services are always up. Our backbone has diversely routed optical connections that are self-healing and provide the resiliency and security required for your most mission critical applications. Integra's Ethernet Services product line is also certified by the Metro Ethernet Forum, which guarantees standards of delivery, so you can be assured that your product meets the highest standards in the industry. Integra's Ethernet Services have received MEF 9 & 14 certifications.

Ethernet Private Line (EPL) Ethernet Private Line is a Point-to-Point service. It consists of two user network interfaces (UNIs) with one EVC provisioned between them.

Ethernet Virtual Private Line (EVPL) Ethernet Virtual Private Line is a Point-to-Multipoint service. It consists of two or more user network interfaces (UNIs) with multiple EVCs between them (service multiplexing).

http://www.metroethernetforum.org/index.php http://www.metroethernetforum.org/index.php�

Off-net or design/build requests are special quotes. Page: 19 of 109 Revised: 12/14/2015

Ethernet Local Area Network (ELAN) Ethernet Local Area Network is a Multipoint-to-Multipoint service and provides any-to-any connectivity. Data traffic is switched with Virtual Local Area Network (VLAN) identifiers and Class of Service (CoS) queues are available to prioritize the data traffic.

Ethernet Benefits:

• Scalability: from 3 Mbps to 10 Gbps, you're able to incrementally increase bandwidth to meet the dynamic needs of your organization

• Manageability: the power to maximize the efficiency of your network is in your hands. By enabling you to manipulate CoS queues, and make priority changes, you can ensure you're taking advantage of under-utilized bandwidth

• Cost-effectiveness: by converging all of your traffic over a single, centrally managed infrastructure you're not only able to reduce the costs of extra circuits, but the associated management costs as well

• Reliability: with Integra's dedicated fiber owned backbone…