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									                                                                  Master Agreement Number CDS-000505-0097



                             QWEST MASTER NETWORK SERVICES AGREEMENT

This Master Network Services Agreement (―Network Agreement‖) between the State of Oregon
(―CUSTOMER‖), by and through its Department of Administrative Services – Information Resources
Management Division (―DAS IRMD‖) and Qwest Corporation (―Qwest‖) is for the provisioning of
telecommunications services (―Service(s)‖). This Network Agreement includes (Schedules) which are
incorporated by this reference. This Network Agreement may refer to Qwest and CUSTOMER individually
as a ―Party‖, or collectively as the "Parties".

1.        SCOPE.

1.1.    The purpose of this Network Agreement is to allow CUSTOMER to purchase from Qwest the
telecommunications services set forth in Schedules A, B, C, D and E attached hereto and as may be
amended from time to time (the ―Service‖). This Network Agreement does no represent an exclusive
arrangement between CUSTOMER and Qwest, and CUSTOMER retains the right to purchase Service
from other telecommunications service providers.

1.2     Qwest shall provide Service up to the Standard Network Interface (―SNI‖) at CUSTOMER‘s
premises. The SNI is that location where Qwest‘s protected network facilities end and CUSTOMER‘s
inside wire or network begins. Qwest recognizes that during the term of the Network Agreement some
move and change activity of SNI locations to accommodate growth and activity in CUSTOMER‘s
equipment rooms may be required. Qwest will negotiate engineering design, labor and material costs,
and delivery intervals of this activity on a case by case basis as it occurs.

1.3     Qwest is offering Service to CUSTOMER with unique provisions. Qwest must submit this
Network Agreement to the State of Oregon (State) Public Utility Commission (PUC) for approval under
the State's procedures for handling unique contract arrangements. If the State PUC does not approve
this unique offering, the Parties will enter into good faith negotiations to resolve the failure to receive
approval from the State PUC within sixty (60) days. If the Parties cannot resolve this failure, CUSTOMER
may terminate this Network Agreement for convenience up to thirty (30) days after such period has
expired or Customer terminates such negotiations. In this event, the remaining term of this Network
Agreement will be null and void and the Services will revert to month-to-month pricing as provided under
the applicable Tariffs, effective as of the date of the termination, until the time the CUSTOMER issues
orders to disconnect or the Parties agree on and execute a replacement contract with respect to the
services, or CUSTOMER converts the services to standard Tariff terms and pricing, which CUSTOMER
may elect at any time.

1.4.     For Interstate Service, Qwest will provide Service in accordance with Qwest's Federal
Communications Commission ("F.C.C.") Access Tariff No. 1 (formerly F.C.C. Access Tariff No. 5), which
is incorporated herein by this reference and shall hereinafter be referred to as "F.C.C. Access Tariff".
Where any term or condition of this Network Agreement conflicts with the F.C.C. Access Tariff, the then
current F.C.C. Access Tariff shall prevail.

1.5.     For Intrastate Service, Qwest will provide Service in accordance with Qwest's State of Oregon
Intrastate Tariff, including the applicable Qwest Price List, Price Schedule, and/or Catalog, which is
incorporated herein by this reference and shall hereinafter be referred to as "Tariff". Where any term or
condition of this Network Agreement conflicts with the Tariff, the terms of this Network Agreement shall
prevail except that if the State PUC does not approve this unique offering and Qwest is required to offer
Service per Tariff provisions, any conflict between the Tariff and this Network Agreement will be resolved



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in favor of the Tariff. Qwest‘s credit allowances for service interruptions for the attached Schedules of this
Network Agreement can be found in the following tariff references:

Schedule A – DS3 Service – Oregon Private Line Transport Services Catalog, section 5.2.14, B. Terms
and Conditions, paragraph 2. Credits Allowance for Service Interruptions.

Schedules B, C & D – Centrex 21, PRI/DSS, & Centrex Plus – P.U.C. Oregon No. 29 Exchange and
Network Services, section 2.3.4. Adjustment of Charges, paragraphs A. & B.

Schedule E – DS1 Service – P.U.C. Oregon No. 28 Private Line Transport Services, section 2.4.3,
paragraphs A. through E.

Schedule F – Other tariffed month-to-month services – Any of the other tariffed services offered by
Qwest and purchased from this Schedule may be listed in the above-referenced tariffs or in P.U.C.
Oregon No. 27 Advanced Communication Services, section 2.4.4, paragraphs A. through E.

2.        TERM. This Network Agreement will be in effect on the latest signature date of this Network
Agreement and, unless terminated sooner as provided herein, will expire on December 31, 2002 (the
―Initial Term‖).

2.1.    If Qwest continues to provide Service after the Initial Term without a further written agreement,
the service charges will convert to the applicable month-to-month rate under the terms and conditions of
the applicable Tariff, or, in its absence, this Network Agreement.

3         ADDITIONAL SERVICES.

3.1     Additional Service is that service which may be ordered by the CUSTOMER and installed by
Qwest from time to time in addition to the Service as set forth in Schedules A, B, C, D and E. Qwest must
receive Customer's written authorization for Additional Services before such services will commence.
However, ANY PREPRINTED TERMS AND CONDITIONS CONTAINED IN CUSTOMER'S WRITTEN
AUTHORIZATION WILL NOT MODIFY THE TERMS AND CONDITIONS OF THIS NETWORK
AGREEMENT.

3.2     Qwest shall acknowledge in writing receipt of each written authorization within 5 calendar days of
issuance. All written authorizations shall be deemed accepted by Qwest if not specifically rejected within
5 calendar days.

4.       RENEWALS. CUSTOMER may renew this Network Agreement and one or more of Schedules
A, B, C, D, and/or E, for up to two additional one-year terms at any time during the Initial Term of this
Network Agreement at the rates and charges then in effect pursuant to this Network Agreement. If by
the end of the Initial Term or any renewal period, the Parties have not executed a mutually acceptable
renewal agreement, contracted Service shall continue on a non-contract basis under month-to-month
rates in accordance with Qwest‘s then current Tariff. Services that are charged at Tariff rates may be
terminated by either Party with 30 days‘ advance written notice without incurring any termination liability.
If contract renewal or extension is desired by CUSTOMER, the Parties agree to initiate discussions at
least ninety (90) days prior to expiration of this Network Agreement, and Qwest shall provide a written
renewal proposal within 15 calendar days following CUSTOMER‘S request for such proposal.

5.      SOEN MIGRATION LANGUAGE. If CUSTOMER chooses to migrate some or all Services
provided in connection with this Network Agreement to the proposed State of Oregon Enterprise Network
(SOEN) prior to the expiration or termination of this Network Agreement or any applicable Schedule, all
applicable termination liabilities for those migrated services will be waived provided Qwest is selected as
the primary contractor for the State of Oregon Enterprise Network.           For those Services under this
Network Agreement that are not migrated to SOEN, all termination liabilities will apply. In addition, if
Qwest is selected as the primary contractor for SOEN, the Parties agree to enter into good faith


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negotiations to negotiate a new mutually agreeable agreement for those Services CUSTOMER does not
or cannot migrate to SOEN. In the event such agreement is not reached, this Network Agreement will
remain in full force and effect while the Parties pursue a new agreement and resolve the dispute pursuant
to the provisions in Section 16 below.

6.      TARIFF DECREASE. If an applicable Tariff rate decreases during the term of this Network
Agreement, the Parties may negotiate a new mutually agreeable agreement and in the event such
agreement is not reached, this Network Agreement will remain in full force and effect while the Parties
pursue a new agreement and resolve the dispute pursuant to the provisions in Section 16 below.


7.        CHARGES AND BILLING.

7.1.    CUSTOMER shall pay the charges for Services rendered in accordance with the provisions of
this Network Agreement. CUSTOMER must pay all usual and customary surcharges and all government
imposed fees and charges that relate to the Service, as permitted and required by law.

7.2.     Qwest's Tariff and federal or state regulatory requirements may govern certain matters associated
with Service beyond those issues addressed in this Network Agreement, for example, (i) Service order and
equipment charges, local number portability and/or (ii) the application of End User Common Line (EUCL)
charges, which are charges for access to Qwest's local network and which are applied to all Exchange
Services listed in P.U.C. Oregon No. 29. Such charges will be automatically included in each bill, and are
not part of this Network Agreement.

7.3     DAS IRMD shall be billed for all Services provided to all CUSTOMER agencies except for
Services provided to Oregon University System users and Services provided to Oregon Cooperative
Purchasing Program (―ORCPP‖) users. Services provided to Oregon University System and ORCPP
users shall be billed directly to those users. For Services billed to DAS IRMD, the following shall apply:

       7.3.1 BILLING ADDRESS. Invoices for Service shall be addressed to. "Department of
Administrative Services, 155 Cottage St NE, Room 461, Salem, OR 97310", or such other address as
DAS IRMD shall provide to Qwest.

        7.3.2 BILLING MEDIA. Invoices for Service shall be made by paper records, or optionally with
CUSTOMER approval, Qwest may provide billing by electronic media, magnetic media, or CD-ROM
(where available). If magnetic media is used, Qwest shall notify CUSTOMER of the nature of any
changes or modifications in the media record format as soon as possible, but no later than 30 calendar
days prior to implementing such changes.

         7.3.3 BILLING DETAIL. Invoices submitted for payment will identify each Service, the unit
price, units of quantity, Telephone Service or Purchase Order number (where Qwest has the capability to
provide such identification), service order activity and invoice total.

         7.3.4 TIMELINESS OF BILLING. Invoicing for Service will at all times be in arrears. Invoices
for payment will be provided to DAS IRMD within 90 calendar days of successful delivery of the billed
service. DAS IRMD agrees to process undisputed invoices for payment within 30 calendar days of
receipt. No interest charges or late payment charges shall accrue, though, until 45 calendar days have
passed following DAS IRMD receipt of Qwest‘s invoice. After 45 days, Qwest may assess overdue
account charges up to a maximum rate of two-thirds of one percent per month on the outstanding balance
(ORS 293.462).

         7.3.5 BILLING ADJUSTMENTS. Revised invoices or billing adjustments will apply only to
Service that can be verified by the CUSTOMER, and requests for such adjustments must be submitted in
writing to the CUSTOMER within 120 days of Service delivery; shall reference the original invoice in
which the error was made, and contain the level of detail defined in Section 7.3.3 (Billing Detail) above.
Billing Adjustments shall not be submitted to CUSTOMER in any form other than a paper document.

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         7.3.6 BILLING DISPUTES. Failure by CUSTOMER to pay any portion of or the entire invoiced
amount based on Qwest billing errors, Service that fails to comply with this Network Agreement or
disputed charges shall not constitute default under this Network Agreement. CUSTOMER will pay
undisputed portions of disputed or incorrect invoices where the undisputed portion can be easily identified
by CUSTOMER. Payment of an amount less than the total amount due on all unpaid invoices shall be
credited as directed by CUSTOMER. In no event shall Qwest apply any payment or portion thereof to
any particular amount or item, which is subject to any claim of error or dispute between the parties. The
user billed for Services in accordance with Sections 7.3 and 7.3.1 above may direct the application of its
payment on its payment document

         7.3.7 BILLING AGENT. Qwest may arrange for an agent to prepare and submit invoices for
Service in its name, and collect same, however responsibility for accuracy and correctness of the invoice
remains with Qwest. If Qwest exercises this option, payment to the agent by CUSTOMER is deemed
constructive payment to Qwest. Qwest will promptly notify CUSTOMER in writing of such arrangement
for invoicing and collection, including name, mailing and street addresses, and telephone number for the
firm and the individual person responsible for this function, and any changes thereto.

8.      NOTICES. Excluding invoices billed pursuant to Section 7.3.1 of this Network Agreement,
notices and other correspondence to CUSTOMER will be sent to: Randy Wells, Department of
                                                       th
Administrative Services, IRMD, 955 Center St. NE U510 5 Floor, Salem, OR 97301-2558

9.       TERMINATION. Either Party may terminate this Network Agreement for cause if written notice
specifying the cause for termination is given and the breaching party fails to remedy the cause within 30
days of notification. Cause means any material breach of the terms of this Network Agreement or as is
otherwise described herein. CUSTOMER may also terminate this Network Agreement in accordance with
Section 1.3. If Qwest terminates all or a portion this Network Agreement for cause, or if CUSTOMER
terminates this Network Agreement WITHOUT cause (other than in accordance with Section 1.3),
discontinuance charges may apply. If termination is prior to installation of a particular Service,
discontinuance charges will be those actual, reasonable and necessary direct costs incurred by Qwest to
provision the particular Service through the date of termination. If termination occurs after installation of a
particular Service, charges for such Service will be as set forth in the applicable Schedule attached
hereto. CUSTOMER shall not be liable for any other discontinuance charges or termination liability
except as expressly set forth in this Section 9.

10.     INTERRUPTIONS TO SERVICE. For interruptions to Service not caused by CUSTOMER's
negligence, CUSTOMER shall be issued the credits specified in the Tariff provisions referenced in
Section 1.5 of this Network Agreement.

11.       ISO 9000.

11.1     Within eighteen (18) months of the date hereof, Qwest shall provide DAS IRMD evidence of
Qwest‘s certification and compliance with ISO 9000 standards. Within sixteen (16) months of the date
hereof, Qwest shall use commercially reasonable efforts to provide CUSTOMER with notice of Qwest‘s
ISO 9000 compliance status. When Qwest so notifies CUSTOMER, or if Qwest is not ISO 9000
compliant by the end of such eighteen (18) month period, CUSTOMER shall have the right to terminate
this Network Agreement for cause. As an alternative to ISO 9000 certification, within eighteen (18)
months of the date hereof, Qwest may present to DAS IRMD for its approval, which approval shall not be
unreasonably withheld, a formal quality of service plan to DAS IRMD for consideration. Such plan shall
be comprehensive; cover all aspects of service and the steps required to assure that Service is subject to
a uniform and responsive quality assurance process. Such alternative quality of service plan shall
conform to contemporary, professional quality management principles. At a minimum, such alternative
quality of service plan shall address the following elements:

11.2  Installation. The quality of service plan shall evidence that Qwest has established and maintains
documented procedures for delivery and installation of its product in the CUSTOMER‘s workplace, as well


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as for inspection and testing activities.

11.3    Servicing. The plan shall evidence that Qwest has a defined method for investigating, fixing and
/or preventing quality problems related to all Services.

11.4   Qwest shall be compliant with the provisions of this Section 11, and shall maintain that
compliance for the Initial Term and any extension or renewal thereof.

12.     PERSONAL INJURY; PROPERTY DAMAGE. Each Party will be responsible for any actual
physical damages it directly causes to the other in the course of its performance under this Network
Agreement, limited to damages resulting from personal injuries, death, or property damage arising from
negligent acts or omissions; PROVIDED HOWEVER, THAT NEITHER PARTY SHALL BE LIABLE TO
THE OTHER FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, OR SPECIAL DAMAGES OF
ANY KIND, INCLUDING BUT NOT LIMITED TO ANY LOSS OF USE, LOSS OF BUSINESS, OR LOSS
OF PROFIT.

13.   LIMITATION OF LIABILITY. QWEST WILL NOT BE LIABLE TO CUSTOMER FOR ANY
INCIDENTAL, INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND INCLUDING
BUT NOT LIMITED TO ANY LOSS OF USE, LOSS OF BUSINESS, OR LOSS OF PROFIT. EXCEPT
AS PROVIDED UNDER SECTION 10 AND 12 ABOVE, ANY QWEST LIABILITY TO CUSTOMER FOR
ANY DAMAGES OF ANY KIND UNDER THIS NETWORK AGREEMENT SHALL NOT EXCEED, IN
AMOUNT, A SUM EQUIVALENT TO THE APPLICABLE CREDIT FOR INTERRUPTIONS TO SERVICE
UNDER SECTION 10 ABOVE. REMEDIES UNDER THIS NETWORK AGREEMENT ARE EXCLUSIVE
AND LIMITED TO THOSE EXPRESSLY DESCRIBED IN THIS NETWORK AGREEMENT.

14.   NO WARRANTIES. WITH THE EXCEPTION OF THE WARRANTIES AND APPLICABLE
CREDIT ALLOWANCES LISTED IN SECTION 1.5 ABOVE, THERE ARE NO WARRANTIES, EXPRESS
OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY AND
FITNESS FOR A PARTICULAR PURPOSE.

15.        FORCE MAJEURE. The Parties will not be deemed to be in violation of this Network Agreement
if it is prevented from performing any of the obligations under this Network Agreement by reason of acts
of God; fire, flood, earthquakes or other catastrophes; strikes or other labor unrest; power failures;
nuclear or other civil or military emergencies; acts of legislative, judicial, executive or administrative
authorities; or any other circumstances which are not within its reasonable control. This provision as it
relates to strikes shall apply only to failure to perform or delay in installation of the Services, and does not
relieve Contractor from making every reasonable effort to maintain, repair, or restore the Services.

16.       DISPUTE RESOLUTION.

If any claim, controversy or dispute between the Parties, their agents, employees, officers, directors or
affiliated agents related solely to and arising directly from a breach of this Network Agreement (―Dispute‖)
cannot be settled through negotiation, the Parties shall submit the claim, controversy or dispute to
mediation under the Commercial Mediation Rules of the American Arbitration Association.

16.1   A single mediator engaged in the practice of law and knowledgeable about telecommunications
law must conduct the mediation.

16.2      The mediation will be conducted in the State of Oregon.

16.3      Each Party is responsible for their own costs and expenses for the mediation.

16.4     Nothing in this Section shall be construed to waive or limit either Party‘s right to seek any relief
from the Commission, or the Federal Communications Commission, or Federal Court (including equitable
or injunctive relief), as provided by state or federal law.



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17.      LAWFULNESS.         This Network Agreement and the Parties‘ actions under this Network
Agreement will comply with all applicable federal, state, and local laws, rules, regulations, court orders,
and governmental agency orders. Any change in rates, charges or regulations mandated by the legally
constituted authorities acts as a modification of any contract to that extent without further notice.

Qwest agrees to comply with the Civil Rights Act of 1964 (78 State. 252), the Regulations of the
Department of Health and Human Services issued according to that Act, and provisions of Executive
Order 11246, Equal Employment Opportunity, dated September 24, 1965, as amended.

Qwest shall certify the existence of the Qwest's own equal employment opportunity programs in all non-
exempt contracts between the Qwest and the CUSTOMER as provided in Title I, Part 60 of the Code of
Federal Regulations.

18.      SEVERABILITY. If a court, governmental agency, or regulatory agency with proper jurisdiction
determines that this Network Agreement or a provision of this Network Agreement is unlawful, this
Network Agreement, or that provision of the Network Agreement to the extent it is unlawful, will terminate.
If a provision of this Network Agreement is terminated but the Parties can legally, commercially and
practicably continue without the terminated provision, the remainder of this Network Agreement continues
in effect.

19.      TAXES. CUSTOMER will not be responsible for any taxes coming due as a result of or in
connection with this Network Agreement, whether federal, state or local. It is agreed that Qwest has
anticipated these taxes and included them in the charges assessed for the Services.

20.      NON-APPROPRIATION. If a benefiting CUSTOMER agency is not allotted funds or has its
funding decreased for the next succeeding fiscal period by appropriation, appropriation limitation, grant,
or other funding source lawfully available to it for such purposes to continue payments for Services
covered by this Network Agreement, the Network Agreement automatically shall terminate with respect to
such products or Services, without penalty, termination liability or discontinuance charges at the end of
the then current fiscal period for which funds have been allocated and hardware, software and equipment
for which payment has not been made will be returned to Qwest. Such termination shall not constitute an
event of default under any provision of this Network Agreement, but the agency shall be obligated to pay
all charges incurred through the end of such fiscal period. Customer shall give Qwest written notice of
such non-availability of funds prior to the expiration of the then current fiscal period.

21.     WORKERS' COMPENSATION. Qwest, its subcontractors and agents, if any, and all employers
providing work, labor or materials under this Network Agreement are subject employers under the Oregon
Workers' Compensation Law and shall comply with ORS 656.017, which requires them to provide Oregon
Workers' Compensation coverage that satisfies Oregon law for all their subject workers.

22.      INDEMNITY/HOLD HARMLESS. To the extent permitted by law, each Party shall indemnify,
defend and hold harmless the other , their officers, officials, agencies, divisions, agents and employees
from all claims, suits or actions of any nature arising out of the activities of each others officers,
subcontractors, agents or employees under this Network Agreement.

23.       INSURANCE PROVISIONS. Qwest shall, at its own expense, obtain and keep in full force and
effect at all times for the duration of this Network Agreement, with a carrier or carriers with a minimum
Best‘s rating of ‗A‘, insurance policies of the following kinds and in the following amounts: (a) Workers‘
Compensation Insurance in accordance with all applicable laws; (b) Employer‘s liability insurance with
limits for employer‘s liability of $500,000 per accident; (c) Comprehensive bodily injury and property
damage liability insurance, including automobile insurance and contractual liability insurance, in at least
the following amounts:

                    Bodily injury to any one person                                         $5,000,000

                    Bodily injury aggregate per occurrence                                  $5,000,000


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                    Property damage in any one accident                                         $1,000,000

                    Property damage aggregate per occurrence                                    $5,000,000


Upon request of CUSTOMER, Qwest shall furnish CUSTOMER certificates of such insurance and/or
copies of the applicable policies, and each policy shall provide that no change or cancellation shall
become effective except upon twenty (20) days‘ prior notice to CUSTOMER of such change or
cancellation. In the event of any material change or cancellation not acceptable to CUSTOMER,
CUSTOMER may demand that Qwest obtain replacement coverage. If Qwest fails to obtain replacement
coverage within twenty (20) days after such demand by CUSTOMER, CUSTOMER may obtain
replacement coverage and deduct all premiums therefore from amounts otherwise due Qwest.

24.      GOVERNING LAW; VENUE; CONSENT TO JURISDICTION. This Network Agreement shall be
governed by and construed in accordance with the internal laws of the State of Oregon without regard to
principles of conflicts of law. Any claim, action, suit or proceeding (collectively, "Claim") between
CUSTOMER (and any other agency or department of the State of Oregon) and Qwest that arises from or
relates to this Network Agreement shall be brought and conducted solely and exclusively within the
Circuit Court of Marion County for the State of Oregon; provided, however, that if a claim must be brought
in a federal forum, then it shall be brought and adjudicated solely and exclusively within the United States
District Court for the District of Oregon. Nothing herein shall be construed as a waiver of the State's
sovereign immunity with respect to any state or federal claim in either state or federal court. The
prevailing party in any action or suit brought in connection with this Network Agreement shall be entitled
to reasonable attorney fees and costs at trial and on any appeal.

25.       GENERAL PROVISIONS.

25.1      Failure or delay by either Party to exercise any right, power, or privilege is not a waiver.

25.2     This is a retail end user contract. It may be assigned only with the mutual consent of Qwest and
CUSTOMER. It may not be assigned to a reseller or a telecommunications carrier under any
circumstances, whether by operation of law or otherwise. Qwest may assign or transfer this Network
Agreement to any parent, subsidiary, successor or affiliated company, without the prior consent of
CUSTOMER. Any and all assignees will honor the terms and conditions of this Network Agreement, and
Qwest shall remain liable for its obligations hereunder unless and until CUSTOMER executes a novation
in favor of Qwest.

25.3    This Network Agreement benefits CUSTOMER, its agencies and Qwest. Except as identified in
Section 25.5 below, there are no third party beneficiaries to this Network Agreement.

25.4    This Network Agreement and the Schedules attached hereto constitute the entire understanding
between CUSTOMER and Qwest with respect to Service provided and supersedes any prior agreements
or understandings.

25.5      Service provided under this Network Agreement may be shared with Oregon cities, counties,
political subdivisions, and local government bodies under the provisions of ORS 190. Parties agree that
such sharing pursuant to ORS 190 shall not be considered and does not constitute resale of the Services
under the Network Agreement.

25.6    The Oregon Department of Higher Education, for those Services received by them under this
Network Agreement, may further provide Service to its institutions, division, departments, and students
residing in Institution owned or affiliated facilities, and collect charges for same, under the provisions of
ORS 351.070 and OAR 580-040-0200 through 580-040-0295. Parties agree that this sharing shall not
be considered resale of the Service. Qwest agrees to sell from this Network Agreement to authorized


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members of the State of Oregon's Cooperative Purchasing Program (ORCPP) who place orders using
the CRO (Contract Release Order) process as designed by the ORCPP. ORCPP members shall follow
ordering procedures stated in their Cooperative Purchasing Agreement with DAS Purchasing; such
ORCPP purchasers shall additionally apply for advance authorization. As noted above in Section 7.3,
Services provided to Oregon University System and ORCPP users shall be billed directly to those users.
Qwest shall verify that ORCPP purchasers are authorized ORCPP participants. A current list of
approved      ORCPP        participants  can   be   accessed    at   the     following    web     site:
<http://tpps.das.state.or.us/purchasing/orcpp_mem.html>. DAS IRMD shall not be liable for any Service
ordered or purchased under either the Oregon Department of Higher Education or ORCPP programs.

26.      EXECUTION. The Parties execute and authorize this Network Agreement effective as of the
latest date shown below:

  State Of Oregon                                                     Qwest Communications, Inc.


  Mr. Don Mazziotti                                                   Authorized Signature
  Chief Information Officer

                                                                      Name Typed or Printed

  Date
                                                                      Title

  Authorized Signature of
  DAS Purchasing Agent                                                Date

                                                                      Address for Notices
  Date



  Authorized Signature of
  Legal Representative



  Date

  Address for Notice




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                                                                      Master Agreement Number CDS-000505-0097
                                                                                    Schedule A CDS-000505-0099



                                              SCHEDULE A
                                                    TO
                                   MASTER NETWORK SERVICES AGREEMENT
                                                   FOR
                                            QWEST DS3 SERVICE
                                                Intrastate

This Schedule A to the Network Agreement between Qwest Corporation (―Qwest‖) and the State Of
Oregon (―CUSTOMER‖), by and through its Department of Administrative Services – Information Resources
Management Division (―DAS IRMD‖), contains terms and conditions for the provision of Qwest DS3 Service
(―Service‖). In addition to the terms and conditions below, the terms and conditions of the Network
Agreement are incorporated by this reference. Any inconsistency between the terms of this Schedule A and
the Network Agreement shall be resolved in favor of Schedule A.

1.        SCOPE.

1.1.   Qwest provides Service up to the Standard Network Interface ("SNI") at CUSTOMER's premises.
The SNI is that location where Qwest's protected network facilities end and CUSTOMER's inside wire or
network begins.

1.2.    Service provides for the two-way transmission of 44.736 Mbps digital signals, on a point-to-point
basis only. Service can be provisioned on copper, fiber, or other suitable facilities, at the discretion of the
Qwest. Service may be used for the transmission of voice, data, and video signals, or any combination.
Service is provided between customer designated premises, between a customer designated premises
and a Qwest Hub or between Qwest Hubs. Service is available utilizing an ―Electrical Interface‖ as
defined in Qwest Technical Publication 77375.

2.        MINIMUM SERVICE PERIOD.

2.1      The ―Minimum Service Period‖ is defined as the period of time during which the 100 percent
factor of the termination liability charge would apply.

2.2.   The Minimum Service Period for Service provided pursuant to this Schedule A -- circuit ID 8107
T3 PTLDOR69/SALMOR58, BILLING NUMBER T21-0836-- is one (1) month. All circuits installed
subsequent to the beginning date of this agreement will have a minimum billing period of (12) months.

3. SERVICE ORDERED. CUSTOMER orders and Qwest provides Service as follows.

Number of             Bandwidth Ordered                    Addresses                   Addresses
Circuits
       1              DS3                                  735 SW Stark St Portland,   740 State St Salem, OR
                                                           OR




4.       CHARGES AND BILLING. Service's Monthly Rate and Nonrecurring Charge are those in the
Tariff on: 1) the first date of installation for new Service, or 2) the latest signature date of the Network
Agreement or any executed amendment thereto for existing Service. Qwest protects the Monthly Rate
from any Qwest initiated price increases during the term of this Agreement. Any Monthly Rate increases


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directed or mandated by a regulatory body with proper authority will increase the Monthly Rate in
accordance with the regulatory authority‘s decision or order.

          Current Total Monthly Recurring Charge is:                   $2,604
          Current Nonrecurring Charge is:                              $ NA

5.        CHANGES TO SERVICE. CUSTOMER may move the physical location of all or part of Service to
another location within the same Qwest intrastate intraLATA serving area, without incurring termination fees,
if the terms and conditions of the Tariff are met, or, where there is no Tariff, the following conditions in Section
6 apply.

6.        TERMINATION.

6.1.     If termination is after installation but during the Minimum Service Period of twelve (12) months,
termination charges are calculated by taking the total monthly recurring charges at the time of termination,
multiplied by the number of months (or fraction) remaining in the Minimum Service Period, multiplied by one
hundred percent (100%) of the monthly rate for Service terminated (or fraction), plus any due but unpaid
recurring, and all unpaid nonrecurring charges, unless the Parties mutually agree otherwise. The termination
charges stated in Section 6.2 apply for that portion of service being terminated beyond the Minimum Service
Period, unless the Parties mutually agree otherwise.

6.2.     If termination of Service is after the Minimum Service Period, termination charges are calculated by
taking the total monthly recurring charges at the time of termination, multiplied by the number of months (or
fraction) remaining in a newly agreed-to term pursuant to an executed further written agreement, multiplied by
seventy percent (70%) of the monthly rate for Service terminated (or fraction), plus any due but unpaid
recurring, and all unpaid nonrecurring charges, unless the Parties mutually agree otherwise.

6.3.     A termination charge will be waived when the CUSTOMER discontinues Service(s) and ALL of
the following conditions are met: 1) CUSTOMER signs a service agreement for any other Qwest
provided new service(s). All applicable nonrecurring charges will be assessed for the new service(s); 2)
Both the current Service and the new service(s) are provided solely by Qwest; 3) The order to discontinue
Service and the order to establish new service(s) are received by Qwest at the same time for Interstate
Service or Intrastate service; 4) The new service(s) installation must be completed within thirty (30)
calendar days of the disconnection of Service, unless such installation delay is caused by Qwest; 5) The
total value of the new service agreement(s), excluding any special construction charges, is equal to or
greater than one hundred fifteen percent (115%) of the remaining value of this Agreement; 6) A new
Minimum Service Period, if applicable, will go into effect when the new service agreement(s) term begins;
and 7) CUSTOMER agrees to pay any previously billed, but unpaid recurring, and any outstanding
nonrecurring charges—these charges cannot be included as part of the new service agreement(s). New
Service is defined as a newly installed service placed under a new service agreement(s), or newly
installed additions to an existing service agreement(s), but does not include renewals of expiring service
agreement(s), renegotiations of existing service agreement(s) and conversions from month-to-month
service to contracted service.




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                                                                        Master Agreement Number CDS-000505-0097
                                                                                     Schedule B CDS-000505-0100



                                               SCHEDULE B
                                                     TO
                                   MASTER NETWORK SERVICES AGREEMENT
                                            QWEST CENTREX 21
                                      FIXED RATE SERVICE AGREEMENT
                                                 Intrastate

This Schedule B to the Network Agreement between Qwest Corporation (―Qwest‖) and the State Of
Oregon (―CUSTOMER‖), by and through its Department of Administrative Services – Information Resources
Management Division (―DAS IRMD‖), contains terms and conditions for the provision of Qwest Centrex 21
Service (―Service‖). In addition to the terms and conditions below, all terms and conditions of the Network
Agreement are incorporated by this reference. Any inconsistency between the terms of this Schedule B and
the Network Agreement shall be resolved in favor of Schedule B.

1.       SCOPE. Service includes pre-packaged standard features, and where expressly indicated, the
optional features, as available, all as shown below. Some features are regulated and others are not, and
regulated lines and features are offered independent from, and regardless of, any purchase of
unregulated services. Service is for not less than three, nor more than fifty lines, per CUSTOMER
location. Each location is identified. Service is provided up to the standard network interface (the point
where Qwest‘s network facilities end and the CUSTOMER‘s inside wire begins) at each location.

2.        SERVICE PROVIDED. CUSTOMER orders and Qwest provides Service as follows.

 Address of Location(s) including City and State                                  Number of Lines
 3710 Portland Rd. Salem, OR                                                      15
 63319 Jamison Rd. Bend, OR                                                       16
 6644600 Rogue Valley Hwy, Central Point, OR                                      17

  Price Elements
                                                     Quantity                 Pre-Packaged:
                                                                        Monthly
                                                                       Price Each
 Centrex 21 Access Lines                                 48              $33.03


 CUSTOMER may add the following non-rate fixed optional
 features at any time to the Term of this Agreement.
 Call Park                                           $1.00
 Caller Identification Name and                      $3.50
 Number

Total Rate Fixed Monthly Recurring Charge.                                  $1,585.44
Total Nonrecurring Charge.                                                  $0.00

3.       CHARGES, BILLING. The nonrecurring and recurring charges are shown above in Section 2.
Except for those features listed in the section titled ―Non-Rate Fixed Features Available‖ in Section 2, the
monthly rates for the Service and features are fixed for the Term of this Schedule. If applicable rate(s)
decrease, as filed in the Tariff during the Term, CUSTOMER will get the benefit of the decreased rate(s)
for the remainder of the Term.



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4.        DEFAULT AND TERMINATION.

4.1.     If Qwest terminates this Schedule due to CUSTOMER‘s default, or if CUSTOMER terminates this
Schedule for any reason other than an uncured Qwest default, or if CUSTOMER allows a location to drop
below the three (3) line minimum, or if CUSTOMER discontinues so much of the Service at a location so
that the continuing charges are less than seventy percent (70%) of the total monthly recurring charge at
the location, then CUSTOMER must pay the termination charges calculated and due on a per location
basis, unless the Parties mutually agree otherwise, using the following formula:

 Existing      x 70% - New                   x Months              x Twenty-five   + Amount of   =   Termination
 Monthly                       Monthly         remaining             percent         Lump Sum        Charge
 Amount                        Amount          in the                (25%)           Credits
 Actually                                      Term                                  Extended
 Billed

4.2.    CUSTOMER must also pay all due but unpaid recurring and nonrecurring charges for the Service
or features being terminated, unless the Parties mutually agree otherwise. Whenever CUSTOMER
removes any feature for which a lump sum credit was extended, the amount of that credit will be charged.
A termination charge will be waived when CUSTOMER adds new Qwest service, within 30 days, at
another location covered by this Agreement, and the total value of the new service, excluding any special
construction charges, equals or exceeds one hundred fifteen percent (115%) of the discontinued Service
or features that triggered the termination charges. The features listed on Section 2 in the section titled
―Non-Rate Fixed Features Available‖ are not subject to termination charges.

5.      SERVICE CHANGES. CUSTOMER may request moves and changes to location, quantity, type,
or grade of Service and additions to Service, without incurring default or termination fees, and Qwest will
agree, subject to the availability of facilities and the terms and conditions of the applicable Tariff.
CUSTOMER must pay all rates and charges that apply to the requested changes. CUSTOMER may add
features and additional lines identified on Section 2 at the rates shown thereon during the Term.

6.      CUSTOMER'S RESPONSIBILITIES. CUSTOMER is responsible for placement, installation,
operation, maintenance, repair, and replacement of all inside wire (including riser cable), not owned by
Qwest, and Customer Premises Equipment ("CPE") that CUSTOMER uses in connection with Service.
Premises wiring and CPE must be compatible with the Service and features. Service failures due to
premises wiring or CPE are the sole responsibility of CUSTOMER, and Qwest has no liability in connection
therewith.




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                                                                       Master Agreement Number CDS-000505-0097
                                                                                    Schedule C CDS-000505-0110

                                        SCHEDULE C
                                             TO
                           MASTER NETWORK SERVICES AGREEMENT
                                            FOR
                        QWEST ISDN PRIMARY RATE SERVICE AGREEMENT
                            INCLUDING RATE FIXED TRUNK AND DID
                                          AND/OR
                QWEST DIGITAL SWITCHED SERVICE REGIONAL RATE STABILITY PLAN
                  FOR ADVANCED TRUNKS, DID TRUNK TERMINATIONS AND DS1
                                         Intrastate

This Schedule C to the Network Agreement between Qwest Corporation (―Qwest‖) and the State Of
Oregon (―CUSTOMER‖), by and through its Department of Administrative Services – Information Resources
Management Division (―DAS IRMD‖), contains terms and conditions for the provision of Qwest ISDN PRS
Service and Qwest DSS Advanced Trunks Service, together referred to as ―Service(s)‖. In addition to the
terms and conditions below, the terms and conditions of the Master Network Agreement are incorporated by
this reference. Any inconsistency between the terms of this Schedule C and the Network Agreement shall be
resolved in favor of Schedule C.

1.        SCOPE. This scope addresses ISDN PRS and DSS Advanced Trunks. Section 1.1a –1.3a refers
to criteria specific to ISDN PRS and sections 1.1b – 1.2b refers to criteria specific to DSS Advanced
Trunks.

1.1a    The ISDN PRS Service provides a digital intraLATA, intrastate, switched local exchange
telecommunications service transporting and distributing voice, data, image, or facsimile communications
separately or simultaneously over the public switched local exchange network. CUSTOMER‘s Service will
be provisioned with rate fixed trunks and with Direct Inward Dial (―DID‖) trunks.

1.2a. ISDN PRS operates at 1.544 megabits per second (Mbps). It is comprised of 23 B channels and
one (1) D channel. Each B Channel transmits voice or data at 64 kilobits per second (Kbps). The D
channel carries signaling information at 64 Kbps.

1.3a. Subject to availability, a second PRS may be equipped at the same location to provide 24 B
channels only (24B) or to provide 23 B channels plus 1 back-up channel (23B+BUD).

1.1b. DSS Advanced Trunks provides CUSTOMER with use of digital DS1 exchange
telecommunications service facility and common equipment, linking CUSTOMER'S premises to Qwest's
local exchange switching office. DSS Advanced Trunks Service includes: 1) use of digital facility
(transmission capacity at a maximum speed of 1.544 megabits per second); 2) use of common equipment
to interconnect with Qwest's local exchange switch and, 3) use of advanced flat usage trunks and DID
trunk termination for access to the local exchange and toll networks.

1.2b. Capacity levels for DSS Advanced Trunks will be provided at the standard or normal capacity
arrangements as defined by Qwest.

2.        MINIMUM SERVICE PERIOD.

2.1      The ―Minimum Service Period‖ is defined as the period of time during which the 100 percent
factor of the termination liability charge would apply.

2.2       The Minimum Service Period for Service provided pursuant to this Schedule C is twelve (12)


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 months.

 3.        SERVICE PROVIDED. Qwest provides Service as follows.

 3.1       ISDN PRS U of O

                                                                                             Monthly
Customer Address                        Billing #                   Circuit Number     USOC Recurring
                                                                                             Charge
1585 E 13th Avenue Eugene, OR
                       503-T21-5915                 323 T1ZF EUGNORBUWT EUGNOR53DC1     Z4D    $1,018.00
1585 E. 13th Avenue
                       503-T31-2306                 324 T1ZF EUGNORBUWT1 EUGNOR53DC1    Z4D    $1,018.00
Eugene, OR
1585 E. 13th Avenue
                       503-T31-3429                 326 T1ZF EUGNORBUWT1 EUGNOR53DC1    Z4D    $1,018.00
Eugene, OR
1585 E. 13th Avenue
                       503-T31-3431                 328 T1ZF EUGNORBUWT1 EUGNOR53DC1    Z4D    $1,018.00
Eugene, OR
1585 E. 13th Avenue
                       503-T31-3432                 330 T1ZF EUGNORBUWT1 EUGNOR53DC1    Z4D    $1,018.00
Eugene, OR
1585 E. 13th Avenue
                       503-T31-3450                 342 T1ZF EUGNORBUWT1 EUGNOR53DC1    Z4D    $1,018.00
Eugene, OR
1585 E. 13th Avenue
                       503-T31-3451                 344 T1ZF EUGNORBUWT1 EUGNOR53DC1    Z4D    $1,018.00
Eugene, OR
1585 E. 13th Avenue
                       503-T31-3452                 346 T1ZF EUGNORBUWT1 EUGNOR53DC1    Z4D    $1,018.00
Eugene, OR
1585 E. 13th Avenue
                       503-T61-0463                 343 T1ZF EUGNORBUWT1 EUGNOR53DC1    Z4D    $1,018.00
Eugene, OR
1585 E. 13th Avenue
                       503-T61-0666                 345 T1ZF EUGNORBUWT1 EUGNOR53DC1    Z4D    $1,018.00
Eugene, OR
1585 E. 13th Avenue
                       503-T61-2960                 325 T1ZF EUGNORBUWT1 EUGNOR53DC1    Z4D    $1,018.00
Eugene, OR
1585 E. 13th Avenue
                       503-T61-2961                 327 T1ZF EUGNORBUWT1 EUGNOR53DC1    Z4D    $1,018.00
Eugene, OR
1585 E. 13th Avenue
                       503-T61-2972                 329 T1ZF EUGNORBUWT1 EUGNOR53DC1    Z4D    $1,018.00
Eugene, OR
1585 E. 13th Avenue
                       503-T61-2973                 331 T1ZF EUGNORBUWT1 EUGNOR53DC1    Z4D    $1,018.00
Eugene, OR
  TOTAL QUANTITY OF PRS CIRCUITS:                    14

 Total Rate Fixed Monthly Recurring                                                          $14,252.00

 3.2       ISDN PRS OSU

                                                                                                Monthly
 Customer Address                      Billing #                    Circuit Number     USOC    Recurring
                                                                                                Charge
 SW 15th & Jefferson
                                    503-T21-2135 101 T1ZF CRVSORABWT1 CRVSOR65RS1      Z4D      $983.00
 Corvallis, OR
 SW 15th & Jefferson
                                    503-T21-3355 201 T1ZF CRVSORABWT1 CRVSOR65DC1      Z4D      $983.00
 Corvallis, OR
 SW 15th & Jefferson
                                    503-T21-3357 202 T1ZF CRVSORABWT1 CRVSOR65DC1      Z4D      $983.00
 Corvallis, OR
 SW 15th & Jefferson
                                    503-T21-3376 203 T1ZF CRVSORABWT1 CRVSOR65DC1      Z4D      $983.00
 Corvallis, OR
 SW 15th & Jefferson
                                    503-T21-3396 205 T1ZF CRVSORABWT1 CRVSOR65DC1      Z4D      $983.00
 Corvallis, OR
 SW 15th & Jefferson                503-T21-3412 208 T1ZF CRVSORABWT1 CRVSOR65DC1      Z4D      $983.00


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                                                                                               Monthly
Customer Address                      Billing #                    Circuit Number     USOC    Recurring
                                                                                               Charge
Corvallis, OR
SW 15th & Jefferson
                     503-T31-4491                  209 T1ZF CRVSORABWT1 CRVSOR65DC1   Z4D      $983.00
Corvallis, OR
SW 15th & Jefferson
                     503-T31-4500                  210 T1ZF CRVSORABWT1 CRVSOR65DC1   Z4D      $983.00
Corvallis, OR
SW 15th & Jefferson
                     503-T31-4512                  211 T1ZF CRVSORABWT1 CRVSOR65DC1   Z4D      $983.00
Corvallis, OR
SW 15th & Jefferson
                     503-T31-4514                  212 T1ZF CRVSORABWT1 CRVSOR65DC1   Z4D      $983.00
Corvallis, OR
SW 15th & Jefferson
                     503-T61-0655                  102 T1ZF CRVSORABWT1 CRVSOR65RS1   Z4D      $983.00
Corvallis, OR
SW 15th & Jefferson
                     503-T61-0659                  103 T1ZF CRVSORABWT1 CRVSOR65RS1   Z4D      $983.00
Corvallis, OR
SW 15th & Jefferson
                     503-T61-0660                  104 T1ZF CRVSORABWT1 CRVSOR65RS1   Z4D      $983.00
Corvallis, OR
SW 15th & Jefferson
                     503-T61-0663                  105 T1ZF CRVSORABWT1 CRVSOR65RS1   Z4D      $983.00
Corvallis, OR
SW 15th & Jefferson
                     503-T61-0664                  106 T1ZF CRVSORABWT1 CRVSOR65RS1   Z4D      $983.00
Corvallis, OR
SW 15th & Jefferson
                     503-T61-2105                  107 T1ZF CRVSORABWT1 CRVSOR65RS1   Z4D      $983.00
Corvallis, OR
SW 15th & Jefferson
                     503-T61-2106                  108 T1ZF CRVSORABWT1 CRVSOR65RS1   Z4D      $983.00
Corvallis, OR
SW 15th & Jefferson
                     503-T61-2107                  109 T1ZF CRVSORABWT1 CRVSOR65RS1   Z4D      $983.00
Corvallis, OR
SW 15th & Jefferson
                     503-T61-2108                  110 T1ZF CRVSORABWT1 CRVSOR65RS1   Z4D      $983.00
Corvallis, OR
SW 15th & Jefferson
                     503-T61-2111                  113 T1ZF CRVSORABWT1 CRVSOR65RS1   Z4D      $983.00
Corvallis, OR
SW 15th & Jefferson
                     503-T61-2112                  114 T1ZF CRVSORABWT1 CRVSOR65RS1   Z4D      $983.00
Corvallis, OR
SW 15th & Jefferson
                     503-T61-2113                  115 T1ZF CRVSORABWT1 CRVSOR65RS1   Z4D      $983.00
Corvallis, OR
SW 15th & Jefferson
                     503-T61-2114                  116 T1ZF CRVSORABWT1 CRVSOR65RS1   Z4D      $983.00
Corvallis, OR
SW 15th & Jefferson
                     503-T61-2198                  123 T1ZF CRVSORABWT1 CRVSOR65RS1   Z4D      $983.00
Corvallis, OR
SW 15th & Jefferson
                     503-T61-2550                  119 T1ZF CRVSORABWT1 CRVSOR65RS1   Z4D      $983.00
Corvallis, OR
SW 15th & Jefferson
                     503-T61-4049                  204 T1ZF CRVSORABWT1 CRVSOR65DC1   Z4D      $983.00
Corvallis, OR
SW 15th & Jefferson
                     503-T61-4050                  206 T1ZF CRVSORABWT1 CRVSOR65DC1   Z4D      $983.00
Corvallis, OR
SW 15th & Jefferson
                     503-T61-4051                  207 T1ZF CRVSORABWT1 CRVSOR65DC1   Z4D      $983.00
Corvallis, OR
TOTAL QUANTITY OF PRS CIRCUITS:                    28

Total Rate Fixed Monthly Recurring                                                          $27,524.00

3.3DSS ADVANCED TRUNKS OSU

                                                                                               Monthly
Customer Address                      Billing #                    Circuit Number     USOC    Recurring
                                                                                               Charge


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                                                                                             Monthly
Customer Address                      Billing #                    Circuit Number   USOC    Recurring
                                                                                             Charge
Oregon State University
                        503-T31-4655 308 T1 CRVSORABWT1 CRVSOR65                            $1,018.00
Corvallis, OR
TOTAL QUANTITY OF DSS CIRCUITS: 1

Total Rate Fixed Monthly Recurring                                                         $1,018.00


3.4       ISDN PRS PSU

                                                                                             Monthly
Customer Address                   Billing #       Circuit Number                   USOC    Recurring
                                                                                             Charge
1721 SW Broadway
                                   503-T21-2658 304 T1ZF PTLDORGJWT1 PTLDOR69DC1     Z4D     $983.00
Portland, OR
1721 SW Broadway
                                   503-T21-2894 303 T1ZF PTLDORGJWT1 PTLDOR69DC1     Z4D     $983.00
Portland, OR
1721 SW Broadway
                                   503-T21-2995 302 T1ZF PTLDORGJWT1 PTLDOR69DC1     Z4D     $983.00
Portland, OR
1721 SW Broadway
                                   503-T21-3001 301 T1ZF PTLDORGJWT1 PTLDOR69DC1     Z4D     $983.00
Portland, OR
1721 SW Broadway
                                   503-T21-8941 325 T1ZF PTLDORGJWT1 PTLDOR69DC1     Z4D     $983.00
Portland, OR
1721 SW Broadway
                                   503-T61-0416 314 T1ZF PTLDORGJWT1 PTLDOR69DC1     Z4D     $983.00
Portland, OR
1721 SW Broadway
                                   503-T61-1872 315 T1ZF PTLDORGJWT1 PTLDOR69DC1     Z4D     $983.00
Portland, OR
1721 SW Broadway
                                   503-T61-2355 316 T1ZF PTLDORGJWT1 PTLDOR69DC1     Z4D     $983.00
Portland, OR
1721 SW Broadway
                                   503-T61-2360 317 T1ZF PTLDORGJWT1 PTLDOR69DC1     Z4D     $983.00
Portland, OR
1721 SW Broadway
                                   503-T61-2361 318 T1ZF PTLDORGJWT1 PTLDOR69DC1     Z4D     $983.00
Portland, OR
1721 SW Broadway
                                   503-T61-2362 319 T1ZF PTLDORGJWT1 PTLDOR69DC1     Z4D     $983.00
Portland, OR
1721 SW Broadway
                                   503-T61-2363 320 T1ZF PTLDORGJWT1 PTLDOR69DC1     Z4D     $983.00
Portland, OR
1721 SW Broadway
                                   503-T61-2364 321 T1ZF PTLDORGJWT1 PTLDOR69DC1     Z4D     $983.00
Portland, OR
1721 SW Broadway
                                   503-T61-2365 322 T1ZF PTLDORGJWT1 PTLDOR69DC1     Z4D     $983.00
Portland, OR
1721 SW Broadway
                                   503-T61-2366 323 T1ZF PTLDORGJWT1 PTLDOR69DC1     Z4D     $983.00
Portland, OR
1721 SW Broadway
                                   503-T61-2367 324 T1ZF PTLDORGJWT1 PTLDOR69DC1     Z4D     $983.00
Portland, OR
1721 SW Broadway
                                   503-T61-2538 326 T1ZF PTLDORGJWT1 PTLDOR69DC1     Z4D     $983.00
Portland, OR
1721 SW Broadway
                                   503-T61-3140 327 T1ZF PTLDORGJWT1 PTLDOR69DC1     Z4D     $983.00
Portland, OR
1721 SW Broadway
                                   503-T61-3143 338 T1ZF PTLDORGJWT1 PTLDOR69DC1     Z4D     $983.00
Portland, OR
1721 SW Broadway
                                   503-T61-3144 337 T1ZF PTLDORGJWT1 PTLDOR69DC1     Z4D     $983.00
Portland, OR


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                                                                                                Monthly
Customer Address                   Billing #       Circuit Number                     USOC     Recurring
                                                                                                Charge
1721 SW Broadway
                     503-T61-3147 334 T1ZF PTLDORGJWT1 PTLDOR69DC1                     Z4D      $983.00
Portland, OR
TOTAL QUANTITY OF PRS CIRCUITS: 21

Total Rate Fixed Monthly Recurring                                                           $20,643.00


3.5       DSS ADVANCED TRUNKS SOU

                                                                                                Monthly
Customer Address                      Billing #                    Circuit Number     USOC     Recurring
                                                                                                Charge
1250 Siskiyou Blvd.
                      503-T21-1978 101/T1/ASLDORABHT1/ASLDOR55DC0                              $1,018.00
Ashland, OR
1250 Siskiyou Blvd.
                      503-T21-7084 301/T1/ASLDORABHT1/ASLDOR55DC0                              $1,018.00
Ashland, OR
1250 Siskiyou Blvd.
                      503-T21-1551 302/T1/ASLDORABHT1/ASLDOR55DC0                              $1,018.00
Ashland, OR
1250 Siskiyou Blvd.
                      503-T31-1343 303/T1/ASLDORABHT1/ASLDOR55DC0                              $1,018.00
Ashland, OR
1250 Siskiyou Blvd.
                      503-T21-9763 305/T1ZF/ASLDORABHT1/ASLDOR55DC0                            $1,018.00
Ashland, OR
1250 Siskiyou Blvd.
                      503-T31-1770 306/T1/ASLDORABHT1/ASLDOR55DC0                              $1,018.00
Ashland, OR
TOTAL QUANTITY OF DSS CIRCUITS: 6

Total Rate Fixed Monthly Recurring                                                            $6,108.00


3.6       DSS ADVANCED TRUNKS WOU

                                                                                                Monthly
Customer Address                      Billing #                    Circuit Number     USOC     Recurring
                                                                                                Charge
345 N Monmouth
                      503-T21-1752                    102 T1ZF INDPOR58 MNMOORABWT1            $1,018.00
Monmouth, OR
345 N Monmouth
                      503-T21-1754                    103 T1ZF INDPOR58 MNMOORABWT1            $1,018.00
Monmouth, OR
345 N Monmouth
                      503-T21-8803                    104 T1ZF INDPOR58 MNMOORABWT1            $1,018.00
Monmouth, OR
345 N Monmouth
                      503-T61-1572                    101 T1ZF INDPOR58 MNMOORABWT1            $1,018.00
Monmouth, OR
345 N Monmouth
                      503-T81-1100                    A301 T1 MNMOORABWT1 INDPOR58             $1,018.00
Monmouth, OR
345 N Monmouth
                      503-T81-2722                    A302 T1 MNMOORABWT1 INDPOR58             $1,018.00
Monmouth, OR
345 N Monmouth
                      503-T81-2723                    A303 T1 MNMOORABWT1 INDPOR58             $1,018.00
Monmouth, OR
TOTAL QUANTITY OF DSS CIRCUITS: 7

Total Rate Fixed Monthly Recurring                                                            $7,126.00




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3.7       DSS ADVANCED TRUNKS OIT

                                                                                               Monthly
Customer Address                      Billing #                    Circuit Number     USOC    Recurring
                                                                                               Charge
3201 Campus Drive
                     503-T21-7788                  301/T1/KLFLORADHT1/KLFLOR54                $1,018.00
Klamath Falls, OR
3201 Campus Drive
                     503-T31-5840                  302/T1/KLFLORADHT1/KLFLOR54                $1,018.00
Klamath Falls, OR
3201 Campus Drive
                     503-T21-7802                  303/T1/KLFLORADHT1/KLFLOR54                $1,018.00
Klamath Falls, OR
3201 Campus Drive
                     503-T31-8180                  304/T1/KLFLORADHT1/KLFLOR54                $1,018.00
Klamath Falls, OR
TOTAL QUANTITY OF DSS CIRCUITS:                    4

Total Rate Fixed Monthly Recurring                                                           $4,072.00


3.8       ISDN PRS State Agencies

                                                                                               Monthly
Customer Address                      Billing #                    Circuit Number     USOC    Recurring
                                                                                               Charge
1600 State St
                      503-T31-2515 101 T1ZF SALMOROYHAA SALMOR58DC0                           $1,018.00
Salem, OR
TOTAL QUANTITY OF PRS CIRCUITS: 1

Total Rate Fixed Monthly Recurring                                                           $1,018.00

3.9       DSS ADVANCED TRUNKS State Agencies

                                                                                            Monthly
Customer Address                      Billing #                    Circuit Number     USOC Recurring
                                                                                            Charge
350 Winter St NE
                            503-T31-0375           102 T1ZF SALMOROKHAA SALMOR58DC0           $1,018.00
Salem, OR
82911 Beach Access Rd.
                            503-T21-4551           101 T1ZF HMTNOR56DC0 UMTLORAJHAA           $1,018.00
Hermiston, OR
82911 Beach Access Rd.
                            503-T61-4020           102 T1ZF HMTNOR56DC0 UMTLORAJHAA           $1,018.00
Hermiston, OR
777 Stanton Blvd
                            541-T91-0165           104 T1ZF ONTRORXCDC0 ONTROR56DCO           $1,018.00
Ontario, OR
2501 SW 1  st
                            503-T21-8474           303 T1 PTLDORBPHT1 PTLDOR69                $1,018.00
Portland, OR
2501 SW 1st
                            503-T21-0577           5.HNMC.003555                              $1,018.00
Portland, ORr
955 Center St NE, Salem, Or 503-T21-6051           101 T1ZF SALMORRBWT5 SALMOR58DC0           $1,018.00
TOTAL QUANTITY OF DSS CIRCUITS:                    7

Total Rate Fixed Monthly Recurring                                                           $7,126.00




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4.        CHARGES AND BILLING.

4.1 The following price elements apply:

PRS
Item                                              Mo. Rate    NRC
PRS T-1 circuit provisioned on stand alone       $ 1,018.00    $1,778
Qwest T-1 facility, configuration and 24 or less
trunks arranged at customer option.
PRS T-1 circuit provisioned on Quest provided $ 983.00         $1,778
DS3 facility purchased by customer under
separate schedule with 24 or less trunks
configured at customer option.
Interoffice Transport Mileage
DS1 Interoffice Transport                        Schedule E Schedule E
                                                 Section 4. Section 4.


Other applicable Tariff Charges
*Common Access Line Charge (CALC) 5 per                      $     43.40
T-1 Facility ($8.68 ea)
** Extended Area Service (EAS) per trunk                     $         4.30
$4.30 or less depending on area

DSS
Item                                                         Mo. Rate         NRC
DSS T-1 circuit provisioned on stand alone                  $ 1,018.00        $1,778
Qwest T-1 facility, with 24 or less advanced
trunks configured at customer option.
DSS T-1 circuit provisioned on Quest provided                $ 983.00         $1,778
DS3 facility purchased by customer under
separate schedule with 24 or less advanced
trunks configured at customer option.

Other applicable Tariff Charges
Common Access Line Charge (CALC) per                         $         8.68
trunk ($8.68 ea)
** Extended Area Service (EAS) per trunk $                   $         4.30
4.30 or less depending on area

* Common Access Line Charges vary by service area. The charge displayed is for Portland Metro.
See Oregon Exchange Tariff for other service area rates
** Extended Area Service charges vary by service area. The charge displayed is for Portland Metro.
See Oregon Exchange Tariff for other service area rates.

4.2      Charges for Service are those specified in Section 3 above. The charges are based on
CUSTOMER‘s Service volume. If the CUSTOMER‘s Service volume level decreases below product
specifications in Section 3.1 to 3.8, termination liability per Section 6 may apply.

4.3    If Service is not available in CUSTOMER‘s switch, an Interoffice Mileage Charge for transport
between switches apply, and it will be included in the charges fixed and specified in Section 3 above.


5.        SERVICE CHANGES.

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5.1.      MOVES. CUSTOMER may move the physical location of all or part of Service to another location
within the same Qwest intrastate intraLATA serving area as the Service being moved, without incurring
termination fees, if the following conditions for the move are met; 1) Service moved to the new location is
provided to CUSTOMER by Qwest; 2) CUSTOMER advises Qwest that Service at the new location
replaces existing Service; 3) CUSTOMER's requests for the disconnection of the existing Service and the
installation at the new location are received by Qwest on the same date; 4) CUSTOMER requests Qwest
to install the service at the new location on or prior to the disconnection date of the existing Service; and
5) CUSTOMER agrees to execute written amendments to this Schedule and to pay all then current
recurring and nonrecurring charges related to the service at the new location.

5.2.     ADDITIONS TO SERVICE. CUSTOMER may request additions to Service and Qwest will supply
such additions to CUSTOMER, subject to the following conditions: 1) Qwest commercially offers such
additions and necessary facilities are technically and practicably available; 2) the charges for additional
Service will be according to the following criteria: CUSTOMER will receive a fifty percent (50%) discount
on nonrecurring charges for such additions to Service. PRI service is for Intralata service only, Outside
the LATA other charges will apply. Threshold quantities as defined in Section 6 below will be revised to
reflect Service additions.

5.3.      CUSTOMER with Advance Digital Switched Services may convert to Uniform Access Solution
Service (UAS) subject to the following conditions: 1) Qwest commercially offers such UAS and necessary
facilities are technically and practicably available; and 2) CUSTOMER pays all applicable new installation
charges in accordance with a subsequent amendment to this schedule adding UAS pricing agreeable to
both parties.

5.4.      The Parties agree to execute written amendments to this Schedule for such additions or changes.

6.        TERMINATION.

6.1      If termination is after installation of Service, CUSTOMER may disconnect up to thirty percent
(30%) of the number of circuits identified in Section 3 (―Threshold‖) by customer location (e.g. OSU, U of
O, etc.) used to deliver Service, and termination charges will not apply. Threshold quantities are set forth
in Section 3. If, during the Minimum Service Period, CUSTOMER disconnects Service below the
Threshold, CUSTOMER must pay a termination charge based on 100% of the monthly recurring rate for
the months remaining in the Minimum Service Period. After the Minimum Service Period, CUSTOMER
must pay termination charges for Service that is below the Threshold, , unless the Parties mutually agree
otherwise, calculated as follows: 1) in months thirteen (13) through twenty-four (24), quantity of Service
terminated multiplied by the number of months remaining in this Schedule multiplied by seventy percent
(70%) of the existing monthly rate for Service; 2) in months twenty-five (25) through thirty-six (36),
quantity of Service terminated multiplied by the number of months remaining in this Schedule multiplied
by fifty percent (50%) of the existing monthly rate for Service. The balance of all billed but unpaid
recurring and all outstanding nonrecurring charges for any terminated Service is also due on termination.




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6.2.      Unless the Parties mutually agree otherwise, a termination charge will be waived when the
CUSTOMER discontinues Service(s) and ALL of the following conditions are met: 1) CUSTOMER signs
a service agreement for any other Qwest provided new service(s). All applicable nonrecurring charges
will be assessed for the new service(s); 2) Both the current Service and the new service(s) are provided
solely by Qwest; 3) The order to discontinue Service and the order to establish new service(s) are
received by Qwest at the same time for Interstate Service or Intrastate service; 4) The new service(s)
installation must be completed within thirty (30) calendar days of the disconnection of Service, unless
such installation delay is caused by Qwest; 5) The total value of the new service agreement(s), excluding
any special construction charges, is equal to or greater than one hundred fifteen percent (115%) of the
remaining value of this Agreement; 6) A new Minimum Service Period, if applicable, will go into effect
when the new service agreement(s) term begins; and 7) CUSTOMER agrees to pay any previously billed,
but unpaid recurring, and any outstanding nonrecurring charges—these charges cannot be included as
part of the new service agreement(s). New Service is defined as a newly installed service placed under a
new service agreement(s), or newly installed additions to an existing service agreement(s), but does not
include renewals of expiring service agreement(s), renegotiations of existing service agreement(s) and
conversions from month-to-month service to contracted service.




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                                                                       Master Agreement Number CDS-000505-0097
                                                                                    Schedule D CDS-000505-0112



                                       SCHEDULE D
                                             TO
                           MASTER NETWORK SERVICES AGREEMENT
                                            FOR
                 QWEST CENTREX PLUS SERVICE RATE STABILITY PLAN AGREEMENT
                                         Intrastate

This Schedule D to the Network Agreement between Qwest Corporation (―Qwest‖) and the State Of
Oregon (―CUSTOMER‖), by and through its Department of Administrative Services – Information Resources
Management Division (―DAS IRMD‖), contains terms and conditions for the provision of Qwest Centrex Plus
Service (―Service‖). In addition to the terms and conditions below, the terms and conditions of the Network
Agreement are incorporated by this reference. Any inconsistency between the terms of this Schedule D and
the Network Agreement shall be resolved in favor of Schedule D.

1.        SCOPE.

1.1.    Service is an intrastate, intraLATA, Qwest central office-based local exchange
telecommunications service which includes: 1) transport of CUSTOMER's business communications
between the SNI at CUSTOMER's location(s) covered by this Schedule Agreement and Qwest's serving
central office; 2) intraCUSTOMER calling capability (intercommunication); 3) use of related Service
features; and 4) Exchange/Network Access. Service is provided by means of Main Station Lines, stored
program controlled central office switching equipment, and either a per Main Station Line (non-blocked)
access to the general network or controlled (blocked) access through the use of Network Access
Registers, as determined by CUSTOMER. This Agreement provides rate stability for all Service
elements except Exchange/Network Access, Common Access Line Charges (CALC) or End User
Common Line Charges (EUCL), and inter-office mileage charges.

1.2.   Qwest provides Service up to the ("SNI") at CUSTOMER's premises. The SNI is that location
where Qwest's protected network facilities end and CUSTOMER's inside wire or network begins.

2.        MINIMUM SERVICE PERIOD.

2.1      The ―Minimum Service Period‖ is defined as the period of time during which the 100 percent
factor of the termination liability charge would apply.

2.2     The Minimum Service Period for Service provided pursuant to this Schedule D is twelve (12)
months.

3.        SERVICE ORDERED.
                                                                                                        st
3.1     The initial number of Main Station Lines served by Qwest‘s location at 12745 SE 31 Ave.
Milwaukie, Oregon and CUSTOMER's associated Service locations is 53. CUSTOMER‘s total initial
monthly recurring and nonrecurring charges for the rate fixed Service elements are: Monthly Recurring $
1,242.94 Nonrecurring $ 0.00. Qwest's service and billing records document CUSTOMER's Service
elements, locations, and quantities initially installed or added during the term of this Schedule and the
associated Tariff monthly recurring fixed rates. Qwest's records are incorporated into this Agreement by
reference.

3.2     The initial number of Main Station Lines served by Qwest's location at 2150 N Lombard St.
Portland, Oregon and CUSTOMER's associated Service locations is 130. CUSTOMER‘s total initial


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monthly recurring and nonrecurring charges for the rate fixed Service elements are: Monthly Recurring
$3,197.90 Nonrecurring $0.00. Qwest's service and billing records document CUSTOMER's Service
elements, locations, and quantities initially installed or added during the term of this Schedule and the
associated Tariff monthly recurring fixed rates. Qwest's records are incorporated into this Agreement by
reference.

3.3     The initial number of Main Station Lines served by Qwest's location at 1613E Main St.
Springfield, Oregon and CUSTOMER's associated Service locations is 159. CUSTOMER‘s total initial
monthly recurring and nonrecurring charges for the rate fixed Service elements are: Monthly Recurring
$4148.54 Nonrecurring $0.00. Qwest's service and billing records document CUSTOMER's Service
elements, locations, and quantities initially installed or added during the term of this Schedule and the
associated Tariff monthly recurring fixed rates. Qwest's records are incorporated into this Agreement by
reference.
                                                                                       th
3.4     The initial number of Main Station Lines served by Qwest's location at 120N 8 St. Klamath Falls,
Oregon and CUSTOMER's associated Service locations is 59. CUSTOMER‘s total initial monthly
recurring and nonrecurring charges for the rate fixed Service elements are: Monthly Recurring $1,490.28
Nonrecurring $0.00. Qwest's service and billing records document CUSTOMER's Service elements,
locations, and quantities initially installed or added during the term of this Schedule and the associated
Tariff monthly recurring fixed rates. Qwest's records are incorporated into this Agreement by reference.

3.5.    Each fixed monthly recurring Main Station Line rate shown on CUSTOMER's bill is the sum of the
applicable Qwest Tariff flat Main Station Line rate and the current Federal Communications Commission
("FCC") End User Common Line charge. If the FCC End User Common Line charge changes during the
term of this Agreement, Qwest will adjust the flat Main Station Line rate so that the sum remains the
same.

4.      MOVES, CHANGES. CUSTOMER may request changes to location, quantity, type, or grade of
Service and Qwest will grant such requests subject to the availability of facilities and the terms and
conditions of the applicable Tariff. CUSTOMER will not incur termination fees for such moves or
changes. CUSTOMER must pay all recurring and nonrecurring charges related to the new service at the
new location.

5.        TERMINATION.

5.1 If after installation of Service CUSTOMER requests termination of its Main Station Lines to a level
that is less than sixty percent (60%) of the actual initial number of Main Station Lines installed per
schedule item as referenced in paragraph 3.1 through 3.4 (―Threshold‖), as evidenced by Qwest‘s
records, CUSTOMER must pay early termination charges based on the total remaining monthly charges
for Service terminated below the sixty percent (60%) Threshold, multiplied by forty percent (40%), plus
the balance of all billed but unpaid recurring and all outstanding nonrecurring charges, unless the Parties
mutually agree otherwise.




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5.2       Unless the Parties mutually agree otherwise, a termination charge will be waived when the
CUSTOMER discontinues Service(s) and ALL of the following conditions are met: 1) CUSTOMER signs
a service agreement for any other Qwest provided new service(s). All applicable nonrecurring charges
will be assessed for the new service(s); 2) Both the current Service and the new service(s) are provided
solely by Qwest; 3) The order to discontinue Service and the order to establish new service(s) are
received by Qwest at the same time for Interstate Service or Intrastate service; 4) The new service(s)
installation must be completed within thirty (30) calendar days of the disconnection of Service, unless
such installation delay is caused by Qwest; 5) The total value of the new service agreement(s), excluding
any special construction charges, is equal to or greater than one hundred fifteen percent (115%) of the
remaining value of this Agreement; 6) A new Minimum Service Period, if applicable, will go into effect
when the new service agreement(s) term begins; and 7) CUSTOMER agrees to pay any previously billed,
but unpaid recurring, and any outstanding nonrecurring charges—these charges cannot be included as
part of the new service agreement(s). New Service is defined as a newly installed service placed under a
new service agreement(s), or newly installed additions to an existing service agreement(s), but does not
include renewals of expiring service agreement(s), renegotiations of existing service agreement(s) and
conversions from month-to-month service to contracted service.




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                                                                       Master Agreement Number CDS-000505-0097
                                                                                    Schedule E CDS-000505-0114



                                              SCHEDULE E
                                                    TO
                                   MASTER NETWORK SERVICES AGREEMENT
                                                   FOR
                                            QWEST DS1 SERVICE
                                                Intrastate

This Schedule E to the Network Agreement between Qwest Corporation (―Qwest‖) and the State Of
Oregon (―CUSTOMER‖), by and through its Department of Administrative Services – Information Resources
Management Division (―DAS IRMD‖), contains terms and conditions for the provision of Qwest DS1 Service
(―Service‖). In addition to the terms and conditions below, the terms and conditions of the Network
Agreement are incorporated by this reference. Any inconsistency between the terms of this Schedule E and
the Network Agreement shall be resolved in favor of Schedule E.

1.        SCOPE.

1.1.   Qwest provides Service up to the Standard Network Interface ("SNI") at CUSTOMER's premises.
The SNI is that location where Qwest's protected network facilities end and CUSTOMER's inside wire or
network begins.

1.2.    Service provides for the two-way transmission of 1.544 Mbit/s digital signals, on a point-to-point
basis only. Service can be provisioned on copper, fiber, or other suitable facilities, at Qwest‘s discretion.
Service may be used for the transmission of voice, data, and video signals, or any combination thereof.
Service is provided between two customer designated premises, between a customer designated
premises and a Qwest serving wire center, or between Qwest serving wire centers. When Service is
requested between two Qwest serving wire centers, Central Office Multiplexers must also be ordered on
each end (i.e., each service wire center) of the DS1 circuit, and a Private Line Transport service must be
ordered from each Central Office Multiplexer to the customer premises.

2.        MINIMUM SERVICE PERIOD.

2.1      The ―Minimum Service Period‖ is defined as the period of time during which the 100 percent
factor of the termination liability charge would apply.

2.2       The Minimum Service Period for Service provided pursuant to this Schedule E is one (1) month.




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3. SERVICE ORDERED. CUSTOMER orders and Qwest provides Service as follows.
Number of     Bandwidth Ordered       Addresses                     Addresses
Circuits
       1      DS1               2850 BROADWAY NE             875 UNION ST NE
                                SALEM, OR                    SALEM. OR
       1      DS1               2575 WESTGATE                2600 WESTGATE
                                PENDLETON, OR                PENDLETON, OR
       1      DS1               3414 CHERRY AVE NE           875 UNION ST NE
                                SALEM, OR                    SALEM. OR
       1      DS1               3519 FAIRVIEW IND DR         875 UNION ST NE
                                SALEM, OR                    SALEM. OR
       1      DS1               255 CAPITOL ST NE            525 TRDE ST
                                SALEM,OR                     SALEM, OR
       1      DS1               200 HAWTHORNE AVE            955 CENTER ST NE
                                SALEM, OR                    SALEM,OR
       1      DS1               955 CENTER ST NE             4263 COMMERCIAL SE
                                SALEM,OR                     SALEM, OR
       2      DS1               4747 BURNSIDE ST             800 NE OREGON
                                PORTLAND, OR                 PORTLAND, OR
       3      DS1               1905 LANA AV NE,             2605 STATE, SALEM, OR
                                SALEM, OR
       1      DS1               1163 STATE ST                200 HAWTHORNE
                                SALEM, OR                    SALEM, OR
                                           TH
       1      DS1               2146 NE 4                    63319 JAMISON ST
                                BEND, OR                     BEND, OR
       1      DS1               1600 STATE ST                702 CHURCH ST
                                SALEM, OR                    SALEM, OR
       1      DS1               3500 STEWART PRKWY           3339 OLD HWY 99 S.
                                ROSEBURG, OR                 ROSEBURG, OR
                                              TH                        TH
       1      DS1               1712 SW 11                   881 SW 6
                                PORTLAND, OR                 PORTLAND, OR
       1      DS1               525 TRADE ST                 955 CENTER ST NE
                                SALEM, OR                    SALEM, OR
                                                                        TH
       2      DS1               800 NE OREGON,               811 SW 6 , PORTLAND,
                                PORTLAND, OR                 OR
                                             TH
       1      DS1               1240 SE 12                   800 NE OREGON
                                PORTLAND                     PORTLAND, OR
                                            ST
       2      DS1               2501 SW 1 , PORTLAND, 1905 LANA AVE NE,
                                OR                           SALEM, OR
                                            ST
       4      DS1               2501 SW 1 , PORTLAND, 955 CENTER NE, SALEM,
                                OR                           OR
       1      DS1               2950 STATE, SALEM, OR        800 AIRPORT RD SE,
                                                             SALEM, OR
                                             TH                          ST
       1      DS1               1712 SW 11 ,                 2501 SW 1 , PORTLAND,
                                PORTLAND, OR                 OR
       1      DS1               260 LIBERTY NE, SALEM,       875 UNION NE, SALEM,
                                OR                           OR
       1      DS1               676 CHURCH NE, SALEM, 875 UNION NE, SALEM,
                                OR                           OR
       1      DS1               10101 SE CLACKAMAS,          1111 AIRPORT RD SE,
                                CLACKAMAS, OR                SALEM, OR
       1      DS1               9111 NE SUNDERLAND,          2575 CENTER NE, SALEM,
                                PORTLAND, OR                 OR
                                         ST
       1      DS1               125 SE 1 , PENDLETON,        4700 NW PIONEER PL,
                                OR                           PENDLETON, OR

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         2            DS1                            700 SE EMIGRANT AV,      4700 NW PIONEER PL,
                                                     PENDLETON, OR            PENDLETON, OR
                                                             TH
         1            DS1                            216 SE 4 , PENDLETON,    4700 NW PIONEER PL,
                                                     OR                       PENDLETON, OR
         8            DS1                            555 13TH NE, SALEM, OR   955 CENTER NE, SALEM,
                                                                              OR
         1            DS1                            4070 WINEMA PL NE,       875 UNION NE, SALEM,
                                                     SALEM, OR                OR
         1            DS1                            63055 N HIGHWAY 97,      63319 W HIGHWAY 20,
                                                     BEND, OR                 BEND, OR
         2            DS1                            355 CAPITOL NE, SALEM,   595 COTTAGE NE,
                                                     OR                       SALEM, OR
         1            DS1                            3200 LANCASTER DR,       875 UNION NE, SALEM,
                                                     SALEM, OR                OR
         1            DS1                            123 NW FLANDERS,         19666 KAPTEYNS ST,
                                                     PORTLAND, OR             WEST LINN, OR
         1            DS1                            2575 BITTERN NE,         875 UNION NE, SALEM,
                                                     SALEM, OR                OR
         8            DS1                            3925 FAIRVIEW INDU,      500 AIRPORT RD SE,
                                                     SALEM, OR                SALEM, OR
         1            DS1                            2575 CENTER NE,          5485 TURNER RD SE,
                                                     SALEM, OR                SALEM, OR
         1            DS1                            5465 TURNER RD SE,       5485 TURNER RD SE,
                                                     SALEM, OR                SALEM, OR
         1            DS1                            3876 BEVERLY AV NE,      875 UNION NE, SALEM,
                                                     SALEM, OR                OR
         1            DS1                            2045 SILVERTON RD,       875 UNION NE, SALEM,
                                                     SALEM, OR                OR
         1            DS1                            10101 SE CLACKAMAS,      1776 MILITIA WY SE,
                                                     CLACKAMAS, OR            SALEM, OR
                                                                                         TH
         1            DS1                            123 NW FLANDERS,         3732 SE 99 , PORTLAND,
                                                     PORTLAND, OR             OR
         1            DS1                            909 ROYAL CT,            936 ROYAL CT,
                                                     MEDFORD, OR              MEDFORD, OR
         1            DS1                            200 HAWTHORNE AV S,      355 CAPITOL NE, SALEM,
                                                     SALEM, OR                OR
                                                               TH                      TH
         3            DS1                            2020 SW 4 , PORTLAND,    811 SW 6 , PORTLAND,
                                                     OR                       OR
         1            DS1                            2575 CENTER NE,          3871 FAIRVIEW INDU,
                                                     SALEM, OR                SALEM, OR
         1            DS1                            2850 BROADWAY NE,        875 UNION NE, SALEM,
                                                     SALEM, OR                OR
         1            DS1                            4275 COMMERCIAL SE,      955 CENTER NE, SALEM,
                                                     SALEM, OR                OR
         1            DS1                            1144 CENTER NE,          355 CAPITOL NE, SALEM,
                                                     SALEM, OR                OR
         1            DS1                            1111 AIRPORT RD SE,      1921 TURNER RD SE,
                                                     SALEM, OR                SALEM, OR




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Oregon University System DS1 Circuits
                                                                                           TH
         1            DS1                            1721 SW BROADWAY,            211 SE 80 , PORTLAND,
                                                     PORTLAND, OR                 OR
         1            DS1                            1721 SW BROADWAY,            7726 SE HARMONY RD,
                                                     PORTLAND, OR                 MILWAUKIE, OR
         1            DS1                            1721 SW BROADWAY,            220 SW YAMHILL,
                                                     PORTLAND, OR                 PORTLAND, OR
                                                                                           ND
         1            DS1                            1721 SW BROADWAY,            7222 SW 2 , PORTLAND,
                                                     PORTLAND, OR                 OR
         3            DS1                            1721 SW BROADWAY,            18700 NW WALKER RD,
                                                     PORTLAND, OR                 BEAVERTON, OR
         1            DS1                            28655 HIGHWAY 34,            401 NW JACKSON AVE,
                                                     CORVALLIS, OR                CORVALLIS, OR
         2            DS1                            8692 NW ARBORETUM            401 NW JACKSON AVE,
                                                     RD, CORVALLIS, OR            CORVALLIS, OR
         2            DS1                            2030 S MARINE SCIENCE        401 NW JACKSON AVE,
                                                     DR, CORVALLIS, OR            CORVALLIS, OR
         2            DS1                            3201 CAMPUS DR,              401 NW JACKSON AVE,
                                                     CORVALLIS, OR                CORVALLIS, OR

         2            DS1                            1250 SISKIYOU BV,            401 NW JACKSON AVE,
                                                     ASHLAND, OR                  CORVALLIS, OR
                                                              TH
         3            DS1                            1585 E 13 , EUGENE,          401 NW JACKSON AVE,
                                                     OR                           CORVALLIS, OR
                                                               TH
         2            DS1                            850 SW 35 ST,                401 NW JACKSON AVE,
                                                     CORVALLIS, OR                CORVALLIS, OR
                                                              TH
         2            DS1                            1585 E 13 , EUGENE,          2124 ONYX, EUGENE, OR
                                                     OR
                                                              TH
         1            DS1                            1585 E 13 , EUGENE,          26895 PETZOLD RD,
                                                     OR                           EUGENE, OR
                                                              TH
         1            DS1                            1585 E 13 , EUGENE,          305 VENTURA AV,
                                                     OR                           EUGENE, OR
         2            DS1                            1250 SISKIYOU BV,            229 N BARTLETT,
                                                     ASHLAND, OR                  ASHLAND, OR
                                                              th
         1            DS1                            1585 E 13 , EUGENE, OR       195 W 12t, Eugene, OR

4.       CHARGES AND BILLING. Service's Monthly Rate and Nonrecurring Charge are those Listed
in the matrix below Qwest protects the Monthly Rate from any Qwest initiated price increases during the
term of this Schedule. Any Rate increases directed or mandated by a regulatory body with proper
authority, will increase the Rate in accordance with that regulatory authority‘s decision or order.

Item                                 USOC            Non-              Monthly
                                                   Recurring
Channel Termination                  T7TGG         $    600.00         $ 120.56
Transport Mileage 0 - 8
Fixed                               XUWP1          $       305.00      $ 120.56
Per Mile                            JZ3PA              $        -      $   8.77
Transport Mileage 8 – 25
Fixed                               XUWP2          $       305.00      $ 153.47
Per Mile                            JZ3PB              $        -      $ 12.06
Transport Mileage 25 – 50
Fixed                               XUWP3          $       305.00      $ 186.39
Per mile                            JZ3PC              $        -      $ 14.24
Transport Mileage Over 50


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Fixed                               XUWP4          $       305.00      $ 186.39
                                                       $        -      $ 14.24
Central Office Multiplexing
DS1 to Voice/Data              MQ1       $     150.00 $ 256.50
DS1 to DS0                     QMU       $     150.00 $ 256.50
Notes:
1.) Non-Recurring applies to chan terms only on new installations.
2.) Non-Recurring on transport mileage and CO muxing applies
Only when installed subsequent to channel termination.

          Current Total Monthly Rate is:                    $42,780.54
          Current Nonrecurring Charge is:                   $N/A

5.      CHANGES TO SERVICE. CUSTOMER may move the physical location of all or part of Service to
another location within the same Qwest intrastate intraLATA serving area, without incurring termination fees,
provided the terms and conditions of the Tariff are met, or, where there is no Tariff, the following conditions in
Section 6.3.1 through 3 apply.

6.        TERMINATION.

6.1.     If termination is after installation but during the Minimum Service Period of 1 months, termination
charges shall be calculated by taking the total monthly recurring charges at the time of termination, multiplied
by the number of months (or fraction) remaining in the Minimum Service Period, multiplied by one hundred
percent (100%) of the monthly rate for Service terminated (or fraction thereof), plus any due but unpaid
recurring, and all unpaid nonrecurring charges, unless the Parties mutually agree otherwise. The termination
charges stated in Section 6.2 apply for that portion of service being terminated beyond the 1 month Minimum
Service Period, unless the Parties mutually agree otherwise.

6.2.     If termination of Service is after the 1 month Minimum Service Period, termination charges are
calculated by taking the total monthly recurring charges at the time of termination, multiplied by the number of
months (or fraction) remaining in term, multiplied by forty percent (40%) of the monthly rate for Service
terminated (or fraction), plus any due but unpaid recurring, and all unpaid nonrecurring charges, unless the
Parties mutually agree otherwise.

6.3       Unless the Parties mutually agree otherwise, a termination charge will be waived when the
CUSTOMER discontinues Service(s) and ALL of the following conditions are met: 1) CUSTOMER signs
a service agreement for any other Qwest provided new service(s). All applicable nonrecurring charges
will be assessed for the new service(s); 2) Both the current Service and the new service(s) are provided
solely by Qwest; 3) The order to discontinue Service and the order to establish new service(s) are
received by Qwest at the same time for Interstate Service or Intrastate service; 4) The new service(s)
installation must be completed within thirty (30) calendar days of the disconnection of Service, unless
such installation delay is caused by Qwest; 5) The total value of the new service agreement(s), excluding
any special construction charges, is equal to or greater than one hundred fifteen percent (115%) of the
remaining value of this Agreement; 6) A new Minimum Service Period, if applicable, will go into effect
when the new service agreement(s) term begins; and 7) CUSTOMER agrees to pay any previously billed,
but unpaid recurring, and any outstanding nonrecurring charges—these charges cannot be included as
part of the new service agreement(s). New Service is defined as a newly installed service placed under a
new service agreement(s), or newly installed additions to an existing service agreement(s), but does not
include renewals of expiring service agreement(s), renegotiations of existing service agreement(s) and
conversions from month-to-month service to contracted service.




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                                                                       Master Agreement Number CDS-000505-0097
                                                                                    Schedule F CDS-000809-0000



                                             SCHEDULE F
                                                  TO
                                 MASTER NETWORK SERVICES AGREEMENT
                                                 FOR
                            ALL OTHER SERVICES UNDER QWEST OREGON TARIFF


This Schedule F to the Network Agreement between Qwest Corporation (―Qwest‖) and the State Of
Oregon (―CUSTOMER‖), by and through its Department of Administrative Services – Information Resources
Management Division (―DAS IRMD‖), contains terms and conditions for the purchasing of Qwest Oregon
Tariffed services (Services).

1.     SCOPE. This Schedule authorizes CUSTOMER to purchase any Tariffed Services on a month to
month basis per the Tariff. CUSTOMER‘s service order shall be processed and Qwest‘s record will
document the rate and effective date of service.

In the event of any conflict between the terms and conditions of this Agreement and the Tariff, the Tariff
shall prevail.




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