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Master Service Agreement

4805 TOWNE CENTRE, SUITE 100, SAGINAW, MI 48604 TELEPHONE: 888-964-2227

MASTER SERVICE AGREEMENT APPROVED VENDOR AWARD

CONTRACT NUMBER: 137AN-TISA2013-0416

This Telecommunications Master Service Agreement (“Agreement”) is made by and between

Verizon Business Network Services Inc. on behalf of MCI Communications Services, Inc.

(doing business as Verizon Business Services), and its U.S.-based affiliates and their respective

successors (together, “VERIZON” or “Seller”) with principal offices located at 22001 Loudoun

County Pkwy, Ashburn, VA 20147, and MiCTA with principal offices located at 4805 Towne

Centre, Suite 100, Saginaw, Michigan 48604.

WHEREAS, MiCTA is an association made up of non-profit colleges, universities, K-12

school systems, federal, state and local government units, health care providers, libraries and

other non-profit entities;

WHEREAS, this agreement is for the benefit of all MiCTA members, eligible MiCTA

members, and all educational and governmental units (collectively “Eligible Organizations or

“Members”);

WHEREAS, Seller wishes to provide to Eligible Organizations products and/or services

as proposed in Seller’s response to MT-TISA 2013 RFP and as set forth below;

WHEREAS, MiCTA desires to promote Seller’s products and/or services to Eligible

Organizations as an independent authorized agent of Seller pursuant to the terms and conditions

set forth herein;

WHEREAS, Seller is awarded Approved status, having met all requirements set by

MiCTA, and prevailed in MiCTA’s comprehensive RFP process for MT-TISA 2013 RFP, been

judged by MiCTA to be a good value for Seller’s service and product areas (as identified at the

Approved section of MiCTA’s web site) based on price, quality, service, etc. as identified during

the RFP evaluation process;

NOW, THEREFORE, in consideration of the promises and mutual covenants contained

herein and other good and valuable consideration, the adequacy and receipt of which is hereby

acknowledged, the parties agree as follows:

1. MASTER SERVICE AGREEMENT:

1.1. Seller agrees to offer to Eligible Organizations meeting credit criteria, products and services

as set forth in the Seller’s response to MT-TISA 2013 RFP, attached as Attachment A at the pricing

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in Attachment B, subject to the terms and conditions of this Agreement and the terms of conditions of

the Member Participation Agreement, Attachment C, that each MiCTA Eligible Organization must

sign.

1.2. MiCTA hereby accepts Seller’s offer to provide to Eligible Organizations

Telecommunications products and services, as set forth in Seller’s response to the MT-TISA

2013 RFP set forth in Attachment A, subject to the terms and conditions of this Agreement and

the terms and conditions of the Member Participation Agreement, Attachment C, that each

MiCTA Eligible Organization must sign with Seller.

1.3 Seller will offer individual Member Participation Agreements, which are the responsibility

of each Eligible Organization. Seller will negotiate in good faith with any Eligible

Organization desiring to purchase products or services within the scope of Attachment A to this

Agreement, to establish a mutually acceptable Member Participation Agreement (“PA”)

incorporating the general terms and conditions set forth in Attachment C to this Agreement, as

well as Seller’s then-standard special or product-specific terms and conditions, if any, for the

specific Attachment A products or services desired by such Eligible Organization. In addition,

Seller will give due consideration to any Eligible Organization’s applicable purchase terms and

conditions that may be required by applicable law to be included in such PA, but the failure of

Seller and any Eligible Organization to reach mutual agreement on any such PA for any reason,

shall not incur any liability between them, or between Seller and MiCTA under this Agreement.

2. MASTER SERVICE AGREEMENT TERM:

2.1. This Agreement is effective September 1, 2014 provide the agreement is executed by

both parties on or before September 1, 2014 (“Effective Date”) and continues for two (2) years.

MiCTA reserves the option to extend this agreement for up to three (3) additional one year terms

by providing written notice of such election to extend the term delivered to Seller not later than

ninety (90) days prior to the expiration of the then-current Term, subject to the 6-month Proof

of Performance, which is described in detail in Attachment D.

3. EXCLUSIVE AGREEMENT:

3.1. The parties agree that this Agreement is for the sole use of all Eligible Organizations.

Neither party shall disclose the terms, negotiated pricing and/or benefits provided to Eligible

Organizations pursuant to this Agreement to any non-Eligible Organization, except as otherwise

required by applicable law, regulation, or governmental filing requirements. Notwithstanding

the foregoing, the parties acknowledge that (a) the services to be provided under this Agreement

are to be provided to Eligible Organization that may be public, governmental, and other non-

profit institutions, many of whom are subject to Freedom of Information laws, Open Record laws

or similar “Sunshine” laws which may require terms of the Member Participation Agreement or

this Agreement to be disclosed to the public; and (b) that MiCTA will be promoting the services

offered under this Agreement to other Eligible Organizations and that such promotion will

require the disclosure to such Eligible Organizations of the rates, terms and conditions that will

apply to the provision of such services under the applicable Member Participation Agreements

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3.2. Seller agrees that this Agreement supersedes the prior Master Service Agreement

between Seller and MiCTA with respect to Member Participation Agreements signed after the

Effective Date hereof for products and/or services within the scope of RFP MT TISA 2013 ,

except as follows: any Member Participation Agreements still in effect under the prior Master

Service Agreement, shall remain in effect and be performed according to their terms, and said

prior Master Service Agreement shall continue to apply to such Member Participation

Agreements and to the rights and obligation of Seller and MiCTA with respect to said Member

Participation Agreements that were entered into prior to the Effective Date of this Agreement.

4. HIGHLY COMPETITIVE PRICING:

Seller hereby agrees to provide all Eligible Organizations the highly competitive pricing set forth in

Attachment B throughout the term of this agreement, which will be subject to periodic review by the

parties as set forth in section 17 of this Agreement. This provision extends to all services provided by

Seller under this Agreement.

5. CREDIT CRITERIA

Seller is not obligated to provide service to an Eligible Organization that does not satisfy Seller’s

credit criteria.

6. APPOINTMENT OF SALES REPRESENTATIVE:

MiCTA is hereby appointed an independent sales representative with limited authority to solicit,

on behalf of Seller, Eligible Organizations as customers for Seller’s products and/or service,

subject to the terms of this Agreement.

7. ACCEPTANCE OF INDEPENDENT SALES REPRESENTATIVE APPOINTMENT:

MiCTA hereby accepts the appointment by Seller as its authorized sales agent to solicit orders

from Eligible Organizations as customers for Seller’s products and/or services, subject to the

terms and conditions of this Agreement.

8. RELATIONSHIP OF PARTIES:

8.1. MiCTA shall have no authority to bind Seller by contract or otherwise or to make

representations as to the policies and procedures of Seller other than as specifically authorized by

this Agreement.

8.2. Seller and MiCTA acknowledge and agree that the relationship arising from this

Agreement does not constitute or create a general agency, joint venture, partnership, employee

relationship or franchise between them, and that MiCTA is an independent contractor with

respect to the services provided under this Agreement.

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8.3. MiCTA shall identify itself as an authorized representative of Seller only with respect to

the products and/or services covered by this Agreement, and shall otherwise identity itself as an

independent entity.

8.4. This Agreement is not intended to and does not create any third party beneficiaries, other

than MiCTA Eligible Organizations, to the rights and obligations as set forth herein, nor shall

any third party beneficiaries be interred by operation or otherwise.

8.5. MICTA shall notify Verizon of any non-employee agents, or subagents thereof, it may

use to promote Seller’s products or services or otherwise to assist MICTA in the performance of

this Agreement, and will not use such agents or sub-agents if Verizon notifies MiCTA that it

objects to their use. Each individual MICTA employee or representative, including those of any

Seller-approved sub-agents, must first receive Seller product and sales training.

Notwithstanding any prior written approval, Seller may direct MICTA to bar any of its

representatives or of any subagents from promoting or selling Seller products and services under

this Agreement if, in Seller’s sole opinion, any of such persons is not promoting or selling

Seller’s products or services in compliance with Seller’s sales training or guidelines or the terms

of this Agreement. MICTA shall comply promptly with any such direction from Seller.

8.6. The territory in which MICTA may promote Seller products and services available under

this Agreement shall be the United States and the District of Columbia (the “Territory”).

9. CONTRACT DOCUMENTS:

The documents which comprise this Agreement are this Agreement and any attachments hereto,

and documents incorporated by reference herein, which the parties have entered into as a result

of and consistent with the RFP MT TISA 2010 and Seller’s response to such RFP. Each

Eligible Organization that purchases service from Seller shall also have a Member Participation

Agreement with Seller.

10. RESOLVING CONFLICTING LANGUAGE:

In the event of a conflict of language among any of the contract documents, the conflict shall be

resolved by reference to the documents in the following order: first, this Agreement and

attachments or addenda, second, the Seller’s response to the RFP and any attachments or

addenda, and third, the MT-TISA 2013 RFP and any attachment or addenda. Any contractual

clarifications mutually agreed upon in writing subsequent to this Agreement will supersede the

above listed documents.

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11. GEOGRAPHICAL/ACCOUNT REPRESENTATIVE:

Seller agrees to designate an Account Representative to be responsible for the coordination of

order processing, expediting, problem solving, etc. for any/all Eligible Organizations regardless

of their physical location. In addition, the Account Representative is the responsible contact for

reporting to MiCTA on a periodic basis, MiCTA total gross sales revenue, as provided in

Attachment D.

Additionally:

11.1 Seller agrees to have the Account Representative in place within two (2) weeks of signing

this Agreement.

11.2 Seller agrees to notify MiCTA of any personnel changes with the assigned Account

Representative, and agrees to fill the position with a skilled and knowledgeable replacement

prior to the position becoming vacant.

11.3 MICTA may request that Seller remove or replace its Account Representative for good

and reasonable cause and Seller will work in good faith to resolve any concerns MICTA raises,

and should the parties mutually agree that removal and replacement is necessary to resolve the

concerns, or in any other instance where Seller determines that it is necessary to remove or

replace its Account Representative, Seller agrees to assign a replacement Account Representative

of equal or greater ability, experience and qualifications, but in the exercise of its judgment as an

independent contractor, Seller reserves the right to make personnel decisions in its discretion.

12. MARKETING AND SALES AIDS:

12.1 MiCTA shall promote the Seller’s services or equipment according to a mutually agreed

upon marketing plan provided by the Seller. MiCTA shall not promote Seller’s products or

services in any way, or use any materials, or use any employees, contractors, or other

individuals, that are not acceptable to Seller.

12.2 Upon request, Seller shall provide to MiCTA promotional materials related to the Seller’s

products and/or services.

12.3 Seller shall provide MiCTA with an initial sales kit that includes a program description,

sales literature, sales aids, and other forms to be used by MiCTA in its activities as provided by

this Agreement.

12.4 Seller shall provide a link back to Seller’s web site to be installed on the MiCTA web

site.

13. LOGO AND NAMES:

13.1 The logos and names of both parties are protected and are registered. Each party is only

authorized to use the other party’s Marks, Service Marks, Logos, etc. on corporate mailings, web

pages, promotions, etc. only in connection with the products and/or services covered by this

Agreement with the written permission of the other party.

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13.2 In connection with its promotion and marketing of Seller’s products and services under

this Agreement, MICTA may use Seller trademarks, service marks, trade names, and logo(s)

(collectively “Seller Marks”) only in marketing materials, advertising, and promotional literature

(collectively, “Materials”) provided or approved in writing by Seller.

13.3 MICTA expressly acknowledges and agrees that: (i) Seller owns the Seller Marks and

MICTA will do nothing inconsistent with such ownership, nor attack Seller’s title to the Seller

Marks or the validity of this grant of usage rights; (ii) all use of the Seller Marks under this

Agreement shall inure to the benefit of and be on behalf of Seller; (iii) nothing in this grant shall

give it any right, title or interest in Seller Marks other than the right to use the Seller Marks in

accordance herewith.

13.4 Upon the expiration or termination of this Agreement, any permission or right to use the

other party’s Marks granted hereunder will immediately cease to exist and each party will

immediately cease (and cause any agents or subagent(s) to immediately cease) any use of the

other party’s Seller Marks, and MiCTA shall immediately cease referring to itself as a Seller-

authorized sales agent.

14. FORCE MAJEURE:

Neither Party hereto shall be deemed to be in default of any provision of the Contract for any

failure in performance resulting from acts or events beyond the reasonable control of such Party.

For purposes of the Contract, such acts shall include, but not be limited to, acts of God, civil or

military authority, civil disturbance, war, strikes, fires, floods, other catastrophes, or other events

beyond the Parties’ reasonable control; provided however, that the provisions of this section shall

not preclude either Party from canceling or terminating the Contract, or any order for any

product or service included herein, if and to the extent otherwise permitted hereunder, regardless

of any Force Majeure.

15. LIVING DOCUMENT:

The parties agree to treat this Agreement as a living document to allow for industry and

technology advances, and to add products and services to Attachment A of this Agreement as

mutually agreed in writing from time to time. Seller and MICTA will confer on a regular,

periodic basis, at mutually agreeable times and locations, in order to conduct a review to evaluate

the possible addition of new Seller product/service offerings to this Agreement. Should MICTA

and Seller reach mutual agreement regarding pricing and/or discounts for any/all new products

and/or services the parties will add them to this Agreement by written amendment.

16. MICTA PRICING AND PRICE ADJUSTMENTS:

16.1 Seller hereby authorizes the price structure, as designated in seller’s response to MT-

TISA 2013 RFP and as attached as Attachments A & B, to be offered to all Eligible

Organizations.

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16.2 MiCTA acknowledges that with a nationwide agreement, pricing may fluctuate

regionally across the country.

17. PRICING REVIEW DATES:

Endorsed status will become effective upon execution of this Agreement by all parties. Seller’s

Contract price list(s) for products/services will be posted by MiCTA to the applicable MiCTA

website, to which only MiCTA Eligible Organizations will have access, no later than one (1)

week after contract execution. MiCTA reserves the right to review the pricing terms of the

Agreement once during each twelve (12) month period of the Agreement. Seller and MiCTA

will then cooperate to determine whether any mutually agreed adjustments are appropriate, but

the parties’ inability to mutually agree to any such adjustments shall not be a default or breach

under this Agreement; provided, however, if the parties are unable to mutually agree to any such

adjustment, and MICTA has determined in good faith that such an adjustment is justified by

changes in the relevant market for the applicable product or and service, then MICTA reserves

the right to change Seller’s status from “endorsed” to “approved” for the applicable product or

service. In any such case where MICTA proposes to change Seller’s status, MICTA must first

provide Seller written notice including reasonable supporting detail for its determination that the

requested pricing adjustment is justified by changes in the relevant market for the applicable

product or service. Seller shall have not less than sixty (60) calendar days after receipt of such

notice to reconsider its decision not to agree to the requested adjustment(s). If the parties have

still not reached mutual agreement on an adjustment by the end of said 60-day period then

MICTA may implement the change in status.

18. INVOICE TERMS:

Seller will provide monthly invoices directly to Eligible Organizations for products and services

provided under this Agreement and the Eligible Organization’s Member Participation Agreement.

Each invoice shall include a detailed breakdown of the products and services being provided.

Seller agrees to provide Eligible Organizations Net 30-Days invoice terms, unless otherwise

agreed with the Eligible Organization.

19. MEMBER’S EXISTING PARTICIPATION AGREEMENTS:

19.1 Eligible Organizations who have existing Member Participation Agreements with Seller

for the same or similar services may be required to continue to purchase such services under said

existing Member Participation Agreement until its term expires, at which time such Eligible

Organization will then be entitled to enter a new Member Participation Agreement for such

services subject to this Agreement. An Eligible Organization may enter a new Member

Participation Agreement under this Agreement to receive the benefits of the offerings under this

Agreement for services not being purchased under an existing Member Participation Agreement

or any other agreement with an unexpired term commitment.

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19.2 Any Eligible Organization that has contracted for a term commitment or is otherwise a

customer of Seller (but not under a Member Participation Agreement or Participation Contract

entered into in connection with this Agreement or prior MiCTA Master Service Agreement), will

not be entitled to purchase Seller’s products and services pursuant to this Agreement or any

associated Member Participation Agreement until such Eligible Organization’s other contract

with Seller expires, unless Seller otherwise mutually agrees in writing with such Eligible

Organization. MiCTA agrees that it shall not promote or market products or services otherwise

available hereunder to individual Customers of Seller who MiCTA knows or has been informed

by Verizon are, at the time, already under other contract commitments to Seller for such products

or services. Notwithstanding the above, however, the parties acknowledge that this paragraph is

not intended to require MiCTA to change its mass marketing or mass promotions made generally

to its Eligible Organizations.

20. CODES, PERMITS, FEES, LICENSES:

Unless otherwise agreed in the Member Participation Agreement, Seller shall be responsible for

any/all permits required for installing Seller’s network facilities placed on Seller’s premises or in

public rights-of-way for the provision of the services under this Agreement, and fees for permits

and licenses required for such network facilities, arranging for all necessary inspections,

adhering to all state, federal and mandatory industry codes and adhering to the ADA Compliance

of Telecommunications Equipment and Services as released by the Federal Communications

Commission, September 9, 1999, effective March 1, 2000, to the extent required by applicable

law or regulation.

21. ORDINANCES AND REGULATIONS:

Seller and MICTA shall comply with all the applicable statutes, ordinances, and regulations of

federal, state, and local governments in performing their respective obligations under this

Agreement. The respective obligations of Seller and any Eligible Organization regarding taxes,

insurance, and license fees shall be as set forth in their PA. As between MICTA and Seller,

MICTA shall be responsible for all taxes owed on any commission fees paid by Seller to MICTA

under this Agreement, and each party shall procure and/or maintain insurance in such types and

amounts as it deems necessary in light of its obligations and liabilities under this Agreement.

22. COMPLIANCE WITH LAW:

Seller and MiCTA shall operate in full compliance with all laws, rules and regulations applicable

to, and maintain in force all licenses and permits required for its performance under this

Agreement.

23. GOVERNING LAW:

The laws of the State of Michigan shall govern this Agreement, including all matters relating to

the validity, construction, performance and enforcement thereof. Any Member Participation

Agreement entered into by Seller and individual Eligible Organizations will be governed by and

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construed in accordance with the laws of the state in which service is provided to an Eligible

Organization unless otherwise agreed in the Member Participation Agreement.

24. NO WAIVER:

No waiver of any of the provisions of this Agreement shall be binding unless it is in writing and

signed by both parties. The failure of either party to insist on the strict enforcement of any

provision of this Agreement shall not constitute a waiver of any provision and all terms shall

remain in full force and effect.

25. SEVERABILITY:

No provision of this Agreement which may be deemed illegal, invalid or unenforceable will in

any way invalidate any other provisions of this Agreement, all of which will remain in full force

and effect.

26. BINDING EFFECT AND ASSIGNMENT:

This Agreement will be binding upon and inure to the benefit of the parties, their successors and

assigns. Neither Party may assign or otherwise transfer this Agreement, in part or in whole, or

any of its interest herein without the prior written consent of the other Party. Such consent will

not be unreasonably withheld. Seller may assign the agreement without MiCTA’s consent to an

affiliated corporation under the same control so long as the services provided to Eligible

Organizations are unaffected. Any attempted assignment not permitted above shall be void.

27. CANCELLATION/TERMINATION:

27.1. Either party may terminate this Agreement with cause for breach of any provision of this

Agreement provided written notice of breach has been given and such breach has not been cured

within thirty (30) days after delivery of such notice. See also Attachment D – Proof of

Performance during first six (6) months of this Agreement.

27.2 Eligible Organizations shall be responsible for all sums due and owed the seller for

products or services provided under this Agreement.

27.3 In addition, immediately upon notice to MICTA or Seller, and without cure period

unless the notifying Party elects, in its discretion, to designate a cure period in such notice, the

notifying Party may terminate this Agreement:

(a) for unethical or unlawful conduct, acts or omissions of the other Party(or any agent

or sub-agent of such Party), which conduct, act or omission would tend to discredit,

dishonor, reflect adversely upon or in any manner injure the reputation of the notifying

Party.

(b). In the event a Party terminates this Master Agreement for cause, MICTA waives

all claims for any anticipated commission or profits, except that Seller will pay

commissions on Commissionable Revenue (defined in Attachment D) from products or

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services that Seller provides to Eligible Organizations under their PAs signed prior to the

effective date of the termination and continuing until the expiration of the initial term of

such PAs..

(c). In the event that any regulatory, judicial, or legislative body having jurisdiction

over the way in which the Seller products or services available under this Agreement are

provided, or materially changes the manner in which such Seller products or services are

permitted to be provided, then Seller may then terminate this Agreement in its sole

discretion, in whole or in part, immediately upon notice and without further liability for

commissions, fees or otherwise.

28. SURVIVORSHIP OF PROVISIONS:

All Seller’s products purchased, and seller’s services performed pursuant to this Agreement shall

be bound by all of the Terms and Conditions set forth herein notwithstanding the expiration of

the term of this Agreement, including without limitation, the following sections for so long as the

products and services remain in use: (i) Governing Law, (ii) Assignment, and (iii) MiCTA

Commission and Audit Functions, as defined in this Agreement.

29. SURVIVORSHIP OF INDIVIDUAL ELIGIBLE ORGANIZATIONS MEMBER TERMS AND CONDITIONS:

In the event Eligible Organizations enter into Member Participation Agreements whose term

extends beyond the termination or expiration date of this Agreement, Eligible Organizations

shall be entitled to continue to purchase and continue receiving services or products under the

terms and conditions described therein until the termination or expiration date of the Eligible

Organization’s Member Participation Agreement.

30. NOTICES:

30.1 Notices to be given pursuant to this Agreement will be in writing and will be deemed to

have been duly and properly given on the earlier of:

30.1.1 Date such notice has been received; or

30.1.2 Five (5) days after deposit of such notice in the United States Mail,

postage prepaid, to be delivered by certified mail, return receipt requested, addressed to Seller at:

Verizon Business Services Verizon Business Services

6415-6455 Business Center Drive 500 Summit Lake Drive - Office 4-04

Highlands Ranch, CO 80130 Valhalla, NY 10595

Attn: Customer Service Attn: Vice President, Legal

Email: notice@verizon.com with a subject of ‘OFFICIAL LEGAL NOTICE’

or at such addresses as seller may designate, in writing, from time to time,

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or. to MiCTA addressed as follows:

MiCTA

President Jim Hudson

4805 Towne Centre, Suite 100

Saginaw, Michigan 48604

or at such address as MiCTA may designate, in writing, from time to time.

31. HEADINGS:

The section number and/or captions appearing in this Agreement are inserted only as a matter of

convenience and are in no way intended to define, limit, construe or describe the scope or intent

of such sections of this Agreement, or in any way affect this Agreement.

32. IMPLEMENTATION DATES:

Seller’s Approved status, as applicable, will become effective upon the Effective Date. MICTA

and Seller shall exercise all reasonable efforts, consistent with section 12, Marketing Support and

Sales Aids, to make Seller’s price list(s) for products/services, as set forth in Attachments A and

B to this Agreement, available to Eligible Organizations as soon as practicable after the Effective

Date of this Agreement.

33. LIMITATION OF LIABILITY, DISCLAIMER OF CERTAIN WARRANTIES

33.1. The total liability of either party to the other party in connection with this Agreement, for

any and all causes of action and claims, shall be limited to be limited to the lesser of: (a)

direct damages proven by the damaged party, or (b) the amount of commissions paid by

Verizon to MICTA under this Agreement for the six (6) month period prior to accrual of

the most recent cause of action; provided, however, neither party’s liability shall be limited

for: willful, intentional or wanton misconduct; personal injury or death proximately caused

by such party’s negligence; or loss of or damage to real or tangible personal property

proximately caused by such party’s negligence. VERIZON SHALL NOT IN ANY

EVENT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR

CONSEQUENTIAL LOSS OR DAMAGE OF ANY KIND, INCLUDING BUT NOT

LIMITED TO LOST PROFITS OR LOST REVENUE (WHETHER OR NOT VERIZON

WAS ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE) OR

PUNITIVE DAMAGES, BY REASON OF ANY ACT OR OMISSION IN ITS

PERFORMANCE UNDER THIS MASTER AGREEMENT.

33.2. VERIZON shall have no liability to MICTA for lost revenue, lost profit or commissions

that might have been earned hereunder but for the inability or failure of VERIZON to

provide the VERIZON products or services under any PA to any Eligible Organization

solicited by MICTA or otherwise, or in the event of discontinuation or modification of any

such VERIZON products or services under this Agreement, or in the event of any termination of a PA by an Eligible Organization, or for delay in acceptance of or rejection of any PA with any Eligible Organization.

33.3. EXCEPT AS SPECIFICALLY SET FORTH IN THIS AGREEMENT, VERIZON MAKES NO WARRANTIES, EXPRESS OR IMPLIED AS TO THE SERVICES THAT VERIZON WILL PROVIDE UNDER THIS AGREEMENT OR ANY PARTICIPATION AGREEMENT. VERIZON SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS. THE WARRANTIES, IF ANY, WITH RESPECT TO THE VERIZON PRODUCTS OR SERVICES TO BE PROVIDED UNDER ANY PARTICIPATION AGREEMENT, WILL BE AS SET FORTH IN THE PARTICIPATION AGREEMENT.

34. ENTIRE AGREEMENT:

Except as stated in sections 3.2 and 19.l above, this Agreement supersedes and replaces all prior and contemporaneous agreements, understandings and representations, whether oral or written, between the parties and relating to the subject matter hereof, and this Agreement and the applicable tariffs and Service Publication and Price Guide (VBS III) which are incorporated herein by reference, constitutes the entire understanding of the pmiies with respect to the subject matter of this Agreement. This Agreement may not be modified, changed, altered, or amended except by an express written agreement signed by duly authorized representatives of the parties hereto.

35. CONTRACT EXECllTION:

In Witness Whereof, in consideration of the mutual covenants set fmih above and for other goods and valuable consideration, the receipt, adequacy and legal sufficiency of which are hereby acknowledged, the parties have entered into the above Agreement and have caused their duly authorized representatives to execute this Agreement.

FOR: MiCTA

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President

Date: _9.=--"---\=--\_,._.../--1l---1<11---

FOR: Verizon

Anthony Recine Vice President

Date: ___________ _

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08/27/2014

MASTER SERVICE AGREEMENT CONTRACT NUMBER: 137AN-TISA2013-0416 ATTACHMENT A – SELLERS MICTA PROGRAM OFFERING Verizon has responded to the Technical Requirements of the MT-TISA 2013 RFP as instructed. Verizon has bid on the following services, as referenced in the response and has been awarded the following Sections: • Section 5 – Telecommunication Services • Section 6 – VoIP Services • Section 7 – IP Services • Section 9 – Specialty Services and Applications • Section 12 – Equipment Services

4805 TOWNE CENTRE, SUITE 100, SAGINAW, MI 48604 TELEPHONE: 888-964-2227

Attachment B Pricing and Discounts

Master Service Agreement

Endorsed National Vendor Award Contract Number 137AN-TISA2013-0416

MSA Attachment B-Sellers MiCTA Program Pricing

Section 5-Telecommunication Services

Section 6- VOIP Services Section 7- IP Services

Section 9- Specialty Services Section 12- Equipment

Verizon Business Confidential *Final Customer pricing must be verified in OneView via the pricing tool. Pricing is subject to tariff or Guide changes. Seller’s Program Pricing: Seller agrees to offer all Eligible Organizations the services, products, and resources listed in Attachment A, at the rates, charges and discounts, if any, described below. Service offerings, including hardware-based services are subject to hardware / CPE / network availability from third parties. Verizon may refuse to provide Service in the event such hardware / CPE /network is not made available to Verizon Business by third parties in a manner that is deemed commercially reasonable by Verizon. VoIP Service locations require Verizon Local Service availability and must be pre-qualified and accepted for service by Verizon Business. Install charges are waived unless otherwise noted.

Attachment B Pricing and Discounts

Table of Contents

Section 5, Telecommunications Services Section 5.3 1+ Domestic Long-Distance Services Section 5.4 International Long Distance Services Section 5.6 Toll-Free 800 Services Section 6, Voice over IP Services Section 6.2 Voice over IP Services (IP Integrated Access, IP Trunking) Section 6.3 Managed IP PBX Section 6.4 Unified Communications and Collaboration as a Service(“UCCaaS”) Section 7.2, IP Services

• Dedicated Internet • Private IP (PIP), Domestic and International • Private Line Data Circuits • Domestic US Access

Section 9, Specialty Services and Applications Section 9.3 Cloud Services

• Enterprise Cloud • Instance Based Cloud • Business Associate Agreement (BAA) for E Cloud

Section 9.4 Data Center Services

• Colocation Services • Managed Application and Hosting Services • Managed WAN • Managed LAN Managed WAN with VOIP Interface Support • Managed WAN Optimization • Managed Wireless LAN

Section 9.4.4 Network and Desktop Security

• Managed Security Services - Premises Based • DOS Defense Detection • DOS Defense Mitigation • Rapid Response Retainer • Security Management Program- Business Onsite and Remote • Application Vulnerability Scanning • QualysGuard Scanning • Managed Security Services- Cloud Premium • Universal Identity Service • Web Content Management • Intrusion Detection System • Managed Email

Section 9.4.5 Professional Services

• Professional Services SOW and Rates

Section 9.5 IP Conferencing • Open Video Communications

Section 9.6-9.8 Conferencing • Audio Conferencing • Web Conferencing • Video Conferencing

Section 9.11 Miscellaneous Services

• IP Contact Center • Virtual Contact Center • Managed Mobility • Mobile Workforce Manager

Section 12.2 Equipment Purchases

• Cisco • Juniper • Adtran

Section 5.3- Telecommunication Services Section 5.3 1+ Domestic Long Distance Services: See Schedule 5.3 - for individual rates

• The rates are postalized (not distance sensitive). • The rates are fixed throughout the term of the contact. • The rates are for Peak/Off-Peak. • Annual Volume Commitment is waived

CAC Waiver Eligible Products: Long Distance Voice Services – Carrier Access Charge CAC stands for Carrier Access Charge which applies to Multi-Line Business Lines, ISDN PRI lines, and Centrex Lines that are presubscribed to Company service. Description: Participation Contracts one (1) year or greater , CAC charges will be waived for new and renewing Long Distance Voice customers that sign a new MiCTA Participation Contract, or an amendment renewing the term of a Participation Contract, for Long Distance Voice Service. Waiver does not apply to existing Long Distance Voice customers. Customer Eligibility: _ New Customers _ Renewal Customers IntraLATA PIC Fee Credit Promotion Description: Available to customers purchasing new Local Toll service from Verizon. Customers are reimbursed a total of $5.00 for the local exchange carrier’s Carrier Change Charge for each line (up to 500) that the customer converts under this promotion from the intraLATA switched services of another interexchange carrier to Verizon as their primary carrier.

• Eligibility: New, renewing and existing customers signing three (3) year term agreement. • Existing non-renewal customers will receive this promotion only on new circuits added

during the promotional period (existing circuits will NOT receive the benefits of the promotion; existing circuits may not be disconnected and reinstalled to gain promotional pricing)

• Existing renewal customers will receive this promotion on NEW CIRCUITS ONLY Outbound Domestic Calling Feature Charges: Verified Accounting/ID Codes: Non-expedite VZB charges for Accounting Codes will be waived for customers with annual usage of $60,000 or greater and with 10,000 or less account codes.* *Verizon Business reserves the right to charge for accounting codes if the above conditions are not met during the contract term. All Other Outbound Domestic Calling Feature Charges: Available at current standard rates. Private Line Service- PRI D-Channel: Our pricing includes a minimum and per mile rate for the IOC portion + the local loop access (+$110PRI D Channel for ISDN). Pricing is dependent upon the customer’s locations. Price per D-Channel (for Long Distance DS1 Access Circuits only) $110.00 per month.

Charges for Long Distance DS1 Access Circuit are additional. Verizon's Private Line Services are a Per Case Bases. Directory Assistance and Assisted Dialing Services Directory Assistance: Domestic Directory Assistance = $0.41 International Directory Assistance = Use standard Guide rates Calling Card: For the term of the contract, Domestic Calling Card Surcharge = $0.154/per call International Calling Card Surcharge = $0.77/per call Section 5.4 International Long Distance Service: See Schedule 5.4- for individual rates

• The rates are postalized (not distance sensitive). • The rates are for Peak/Off-Peak. • Annual Volume Commitment is waived

International Outbound Voice Pricing: (VBS3 – Guide Type 22) For a 3 YEAR term, International Outbound Voice Pricing = VBS3 less 18% discount For a 2 YEAR term, International Outbound Voice Pricing = VBS3 less 15% discount For a 1 YEAR term, International Outbound Voice Pricing = VBS3 less 12% discount For month-to-month, International Outbound Voice Pricing =VBS3 less 5% discount Section 5.6 Toll Free 800 Services See Schedule 5.6- for individual rates

• The rates are postalized (not distance sensitive). • The rates are fixed throughout the term of the contact. • The rates are for Peak/Off-Peak. • Annual Volume Commitment is waived

Domestic Calling Feature Charges: For the term of the contract, Option 2/3 - Toll-Free Dedicated Access Line (DAL) MRC = $40 per Service Number Option 2/3 - Toll-Free Common Business Line (CBL) MRC = $15 per Service Number Charges associated with the following Domestic Calling Features will be WAIVED: _ Option 2 - Toll-Free and Outbound Basic Feature Package MRC _ Option 2 – Toll-Free and Outbound Combined Feature Package MRC _ Option 3 - Basic and Combined Feature Package MRC _ Option 3 - $3000.00 Minimum Monthly Usage _ Option 2/3 – A la carte features (Holiday Routing, Tailor Call Coverage, DNIS, Alternate Routing) MRC Install charges associated with the following Domestic Calling Features will be WAIVED. _ Toll Free and Outbound Basic Feature Package Install _ Toll Free and Outbound Combined Features Package Install _ Basic and Combined Feature Package Install _ Switched Access Location (CBL) Install _ Dedicated Access Location Install Section 6- Voice Over IP

See Schedule 6.2 for pricing and discounts. Before pricing VoIP service for MiCTA Members, Verizon will pre-qualify customer's order/request for their locations or sites. The following pricing covers IP Trunking and IP Integrated Access. Due to the flexibility of our VoIP solutions, the finalized pricing for a specific VoIP deployment will be dependent upon the customer’s specific requirements. See Schedule 6.3 for Managed IP PBX See Schedule 6.4 for Unified Communications and Collaboration as a Service (UCCaaS) See Schedule 6.4a for UCCaaS Statement of work Section 7.2- IP Network Services Dedicated Internet o Pricing Schedule: VBSIII

Service: Dedicated Internet - Discount off VBS III Base Monthly Recurring Charge (MRC) Per Port - See Schedule 4 for net pricing. - Pricing reflects all applicable discounts. No other discounts and / or

promotions shall apply. - Pricing is valid for service in the United States, excluding Alaska, Hawaii, and

Puerto Rico. Backhaul charges, where applicable, are an additional monthly recurring charge.

- All OCn Service is subject to existing Verizon Business capacity and availability constraints. Ethernet Service may be limited to former MCI Lit Buildings. Please contact the Verizon Business account team for OCn and Ethernet Service availability.

See Schedule 7 for current net pricing Standard installation is waived for term commitment of 1 year or greater. Private IP o Pricing Schedule: VBS III, Plan B Service: Private IP Domestic Private IP (PIP)-VBS III, Plan B components included in discount structure are Port and Gold CAR:

For a 3 YEAR term, PIP Pricing = VBS III, Plan B less 70% discount For a 2 YEAR term, PIP Pricing = VBS III, Plan B less 67% discount For a 1 YEAR term, PIP Pricing = VBS III, Plan B less 65% discount For month-to-month, PIP Pricing = VBS III, Plan B less 30% discount

International Private IP (PIP)-VBS III components included in discount structure are Port and Gold CAR:

For a 3 YEAR term, PIP Pricing = VBS III less 47% discount For a 2 YEAR term, PIP Pricing = VBS III less 42% discount For a 1 YEAR term, PIP Pricing = VBS III less 37% discount

Installation waived for term commitments 1 year or greater. See Schedule 7.a for Private IP Svc Attachment Private Line Data Circuits o Pricing Schedule: VBSIII

Service: Private Line Private Line Data Circuits: [Data Networking – Metro Private Line Service; US Private Line Service] These rates are fixed for the term of the contract and apply to Domestic US private line data circuits with IXC (long-haul) mileage between 0 and 9,999 miles: DS0 Private Line Pricing = $0.50 per mile ($175 per circuit minimum) DS1 Private Line Pricing = $1.20 per mile ($275 per circuit minimum) DS3 Private Line Pricing = $6.25 per mile ($1500 per circuit minimum) OC3 Private Line Pricing = $7.50 per mile ($2500 per circuit minimum) • Standard list rates will apply to Metro Private Line service. • Pricing does not include local loop (network access) charges. • Standard installation waived for commitments 1 year or greater. • Customer certifies that any private line circuit will carry more than 10% interstate traffic. Domestic US Access: [Network and Access - Access] o Pricing Schedule: VBSIII

Service: Access Domestic US Local Loop Access: Access Charges: Verizon Business will apply the following discounts off its standard VBS3 rates as per the guide and location. TDM DS0-DS3 Term TDM DS0-DS3 3 year 10% 2 year 8% 1 year 5% Month to Month 0% DS0-DS3 standard installation waived for commitments 1 year or greater. Domestic US Local Loop Converged Ethernet Access (CEA) Term Type 1 Type 2 Type 3 3 year 10% 0% 5% 2 year 8% 0% 3% 1 year 5% 0% 2% Month to Month 0% 0% 0% Standard CEA installation is waived for commitments 1 year or greater. Install waivers do not apply to OCn Level (155Mbps or greater) TDM and Ethernet pricing. OC3: Use Non-discounted standard pricing method. OC12: Use Non-discounted standard pricing method. OC48: Use Non-discounted standard pricing method. Ethernet 155 Mbps and greater: Use Non-discounted standard pricing method. Section 9- Specialty Services Section 9.3 Cloud Services

• Enterprise Cloud Services- see Schedule 9.3a and Schedule 9.3a.1 for rates

• Instance Based Cloud- see Schedule 9.3b

• Business Associate Agreement for E Cloud- see Schedule 9.3c

Section 9.4 Data Center Services

• Colocation Services, see Schedule 9.4a and Schedule 9.4a.1 for rates

• Managed Application and Hosting Services, see Schedule 9.4b and Schedule 9.4b.1 for rates

• Managed WAN- see Schedule 9.4.3a

• Managed LAN- see Schedule 9.4.3b

• Managed WAN with VOIP Interface Support- see Schedule 9.4.3c

• Managed WAN Optimization- see Schedule 9.4.3d

• Managed Wireless LAN- see Schedule 9.4.3.e

Section 9.4.4 Network and Desktop Security

• Managed Security Services-see Schedule 9.4.4a, Service Attachment

• DOS Defense Detection- see Schedule 9.4.4b, Service Attachment

• DOS Defense Mitigation- see Schedule 9.4.4c, Service Attachment

• Rapid Response Retainer- see Schedule 9.4.4d, Service Attachment

• Security Management Program- see Schedule 9.4.4e, Service Attachment

• Application Vulnerability Scanning- see Schedule 9.4.4f, Service Attachment

• QualysGuard Scanning- see Schedule 9.4.4g, Service Attachment

• Managed Security Services- Cloud Premium- see Schedule 9.4.4h, Service Attachment

• Universal Identity Service see- Schedule 9.4.4i, Service Attachment

• Web Content Management- see Schedule 9.4.4j, Service Attachment

• Intrusion Detection System- see Schedule 9.4.4k, Service Attachment

• Managed Email Content- see Schedule 9.4.4l, Service Attachment

Section 9.4.5 Professional Services

• Professional Services- see Schedule 9.4.5 Service Attachment

• Professional Services Rates- see Schedule 9.4.5a

Section 9.5 IP Conferencing Solutions

• Open Video Conferencing- See Schedule 9.5

Section 9.6- 9.8 • Audio Conferencing, Web Conferencing, and Video Conferencing- See Schedule 9.6

Section 9.11 Miscellaneous Services

• IP Contact Center- see Schedule 9.11a and Rate Table for VoIP Inbound Toll Free Usage see Schedule 9.11a.1

• Virtual Contact Center- See Schedule 9.11b

• Managed Mobility Services- See Schedule 9.11c • Mobile Workforce Manager- See Schedule 9.11d

Section 12.2- Equipment- Cisco, Juniper, and Adtran Rates on this page are valid thru: 31 December 2014 Adtran- see attached Schedule 12.2a % Off List Cisco Standard 36.2% Cisco Managed (CMSP) 49.4% Cisco SmartNet 16.8% Juniper Standard 34.0% Juniper Managed for HW / SW 53.8% Lease- see VCI Lease Document 12.2 VCI 12 Month Lease Rate 0.08905 VCI 24 Month Lease Rate 0.04831 VCI 24 Month Lease Rate 0.03423 Leasing Example: Customer purchases $1,000 worth of Cisco CPE at standard discount and wishes to lease that equipment over a 12 month period of time: $1,000 X Cisco Standard % off List of 36.2% = $362 savings. Subtract this amount from the $1,000 of CPE = customer cost of $638.00. Take the $638 X Lease Factor of .08905 = $56.81 per month for 12 months, that will be the customer's lease payment to VCI. VCI Documentation

* If a MiCTA member elects to lease CPE, VCI would expect them to execute a Participation Agreement designating that CPE, along with a VCI lease contract included as an addendum.

* This documentation is applicable for transactions under $50K. VCI would recommend a caveat for transactions greater than $50K to handled on an ICB basis.

* VCI would expect to receive an approved Premisys quote for each transaction, detailing each component of the CPE, location(s) and applicable install, shipping and maintenance prices.

* Please note the Premsys quotes need to designated as “Leasing” and not “VCI Leasing”. * VCI would issue a separate invoice to the customer for the monthly lease payments. * A caveat must be included stating that the lease option is subject to final credit review and

approval.

Pricing

* The following lease rate factors would be applicable for transactions under $50K: o 12 month = .08905 o 24 month = .04831 o 36 month = .03423

- These rates are valid through 12/31/14. VCI would expect to review and update rates on an annual basis.

- These rates are applicable for transactions under $50K, VCI would recommend a caveat for transactions greater than $50K to handled on an ICB basis.

* These rates represent a municipal FMV lease, where VCI holds title to the equipment during the term and at the end of the term the customer would have three options:

* 1) return the CPE; 2) continue leasing the CPE; or 3) purchase the CPE for its then fair market value (FMV).

- Payments are calculated monthly, in arrears, where the first lease payment is due 30 days after the customer accepts the CPE.

- Lease rate factors include a provision for property tax coverage. - Pricing assumes soft costs (non-CPE items such as SW, installation, PS, etc.) do not

exceed 30% of the HW cost.

MASTER SERVICE AGREEMENT CONTRACT NUMBER: 137AN-TISA2013-0416 APPENDIX C – SAMPLE MEMBER PARTICIPATION AGREEMENT: MEMBER PARTICIPATION AGREEMENT

VERIZON BUSINESS NETWORK SERVICES INC., on behalf of the Verizon affiliates identified herein (“Verizon”)

22001 Loudoun County Pkwy. Ashburn, VA 20147 By: Name: Title: Date:

Customer Name: Customer Address: Member Number: By: Name: Title: Date:

This Member Participation Agreement (“Agreement” or “PA”) for Verizon Services, together with any attachments, schedules,

and other documents made a part hereof (“Agreement”), is made by and between the above-named Customer and Verizon Business Network Services Inc., on behalf of MCI Communications Services, Inc. d/b/a Verizon Business Services and its affiliates and successors (“Verizon”). Verizon or its providing affiliate will provide to Customer the Services set forth herein. This Agreement is binding upon execution by both parties. The applicable rates, discounts, charges and credits, if any, shall be effective either: (a) when the Service is installed if Customer does not receive such Service prior to the execution of this Agreement; or (b) otherwise, on the first day of the second full billing cycle following execution and delivery of this Agreement by Customer to Verizon (“Effective Date”). WHEREAS Verizon and MiCTA, an association made up of non-profit colleges, universities, K-12 school systems, federal, state and local government units, health care providers, libraries and other non-profit entities, have entered into a Telecommunications and Internet Services Master Agreement (“Master Agreement”), based upon MiCTA’s RFP MT TISA 2013 and Verizon’s response thereto; and

WHEREAS, under the Master Agreement, Eligible Organizations who enter into a PA with Verizon may purchase from Verizon certain Services (identified in Attachment A to the Master Agreement) at the prices and/or discounts set forth in Attachment B to the Master Agreement; and

WHEREAS the Customer is an Eligible Organization and desires to purchase from Verizon certain Services available under the Master Agreement, and Verizon is willing to provide such Services on the terms and conditions set forth in this PA;

NOW THEREFORE, Verizon and Customer agree as follows:

GENERAL TERMS AND CONDITIONS

1. Services. Verizon will provide to Customer the services and products (“Services”) identified in Attachment A to this Agreement. This Agreement shall replace and supersede the MiCTA Participation Agreement previously entered into by and between Verizon and Customer (designated as Contract ID No. ) with respect to the Services listed in Attachment A hereto. 2. Term. The "Term" of this Agreement shall begin on the Effective Date (defined above) and end upon the completion of ____ () months (the “Initial Term”), at which time the Agreement will be automatically extended (“Extended Term”) on a month-to-month basis until either party terminates it upon sixty 60 days prior written notice. The terms of this Agreement will continue to apply during any service-specific term commitment that extends beyond the Term stated above. 3. Tariff and Guide. Verizon’s provision of Services to Customer will be governed by Verizon’s international, interstate and state tariffs (“Tariff(s)") and Verizon’s “Service Publication and Price Guide” (“Guide”), each as supplemented by this Agreement. This Agreement incorporates by reference the terms of each Tariff and the Guide. The Guide is available to Customer on Verizon's Internet website (www.verizonbusiness.com/guide) (“Website”). Verizon may modify the Guide from time to time, and any modification will be binding upon Customer. Customer may sign-up for e-mail alerts of Guide changes. Except for new services, service features, service options or service promotions, which will become effective immediately upon their posting in the Guide on the Website, any modification made to the Guide will become effective on the date indicated in the Guide, provided that no such modification shall become effective and binding on Customer until it has been posted in the Guide for at least fifteen (15) calendar days. The contractual relationship

(093010 rev)

between Verizon and Customer shall be governed by the following order of precedence: (i) the Tariffs to the extent applicable, (ii) the provisions of this Agreement, and (iii) the Guide. 4. Changes to the Guide. If Verizon makes any changes to the Guide that affect Customer in a material and adverse manner, Customer may discontinue the affected Service without liability by providing Verizon with written notice of discontinuance within sixty (60) days of the date such change is posted on the Website. Customer shall pay all charges incurred up to the time of Service discontinuance. Verizon may avoid Service discontinuance if, within sixty (60) days of receipt of Customer’s written notice, it agrees to amend this Agreement to eliminate the applicability of the material and adverse change. A "material and adverse change" shall not include, nor be interpreted to include, (i) the introduction of a new service or any new service feature associated with an existing Service, including all terms, conditions and prices relating thereto, or (ii) the imposition of or changes to Governmental Charges (defined below). 5. Rates and Charges. For the Services identified in Attachment A, Customer agrees to pay the rates and charges specified in Attachment B to the Master Agreement. In the event (i) Customer receives any Services that are not the subject of rates, charges and discounts expressly set forth in the Master Agreement, or (ii) Customer purchases any services after the expiration of the Term, Customer shall pay Verizon’s standard rates for those services, as set forth in the Guide (or Tariffs, if applicable). As used in this Agreement in connection with rates and charges, "standard" refers to rates and charges for Verizon Business Services III ("VBSIII") where applicable. Except where explicitly stated otherwise in the Master Agreement for a particular service, (a) all rates and charges are subject to change, (b) all discount percentages set forth in the Master Agreement are fixed for the Term, (c) Customer will not be eligible to receive any other additional discounts, promotions and/or credits (Tariffed or otherwise), and (d) the rates and charges set forth in the Master Agreement do not include (without limitation) charges for all possible non-recurring charges, access service, local exchange service, charges imposed by a third party other than Verizon or a Verizon affiliate, on-site installation, Governmental Charges (defined below), network application fees, customer premises equipment or extended wiring to or at Customer premises. Verizon may give Customer notice of such changes in rates or charges by posting them on the Guide, by invoice message, or by other reasonable means (notwithstanding Section 19, Notices, below). 6. Governmental Charges. Verizon may adjust its rates and charges or impose additional rates and charges in order to recover amounts it is required or permitted by governmental or quasi-governmental authorities to collect from or pay to others in support of statutory or regulatory programs (“Governmental Charges”). Examples of such Governmental Charges include, but are not limited to Universal Service funding and compensation payable to payphone service providers for use of their payphones to access Verizon's service. 7. Taxes. All Tax-related provisions of the Guide are specifically incorporated by reference herein. In accordance with the Guide, all charges are exclusive of applicable Taxes (as the term is defined in the Guide), which Customer shall pay. However, if applicable, Verizon will exempt Customer in accordance with law, effective on the date Verizon receives a valid exemption certificate for Customer. If Customer is required by the laws of any foreign tax jurisdiction to withhold income or profit taxes from a payment, Customer will, within ninety (90) days of the date of the withholding, provide Verizon with official tax certificates documenting remittance of the taxes to the relevant tax authorities. The tax certificates must be in a form sufficient to document qualification of the income or profit tax for the foreign tax credit allowable against Verizon’s U.S. corporation income tax, and accompanied by an English translation. Upon receipt of the tax certificate, Verizon will issue Customer a billing credit for the amounts represented thereby. 8. Early Termination Charges. If Customer terminates this Agreement before the end of the Term, or terminates Service before the end of the applicable term commitment, for reasons other than Cause, or Verizon terminates this Agreement or Service for Cause pursuant to the Section entitled “Termination,” Verizon reserves the right to charge and then Customer will pay, within thirty (30) days after such termination: (a) all accrued but unpaid charges incurred through the date of such termination, plus (b) an amount equal to 25% of the remaining estimated charges during the year of termination, and for each subsequent Contract Year remaining in the Term, plus (ii) a pro rata portion of any and all credits received by Customer. For purposes of this section, a Customer’s proper termination pursuant to the section below entitled “Appropriated Funding” shall be considered a Customer termination for Cause.

9. Payment. Customer agrees to pay all Verizon charges (except Disputed amounts, as defined below) within thirty (30) days of invoice date. Payments must be made at the address designated on the invoice or other such place as Verizon may designate. Amounts not paid or Disputed on or before thirty (30) days from invoice date shall be considered past due, and Customer agrees to pay a late payment charge equal to the lesser of: (a) one and one-half percent (1.5%) per month, compounded, or (b) the maximum amount allowed by applicable law, as applied against the past due amounts. A “Disputed” amount is one for which Customer has given Verizon written notice, adequately supported by bona fide explanation and documentation. Any invoiced amount not Disputed within six (6) months of the invoice date shall be deemed to be correct and binding on Customer. Customer shall be liable for the payment of all fees and expenses, including attorney’s fees, reasonably incurred by Verizon in collecting, or attempting to collect, any charges owed hereunder. 10. Termination. Either party may terminate this Agreement for Cause. As to payment of invoices, “Cause” means Customer’s failure to pay any invoice (excluding Disputed amounts) within thirty (30) days after the invoice date, which failure has not been cured within ten (10) days of receiving notice of it. For all other matters, “Cause” means a breach by the other party of any material provision of this Agreement which has not been cured within thirty (30) days after delivery of notice. Verizon may discontinue Service (without limitation) immediately, without notice, if interruption of Service is necessary to prevent or protect against fraud or otherwise protect Verizon’s personnel, facilities or services. 11. Disconnection of Service. Customer shall provide prior written notice for the disconnection of Service, as follows. For Service provided exclusively within the United States, Customer must provide thirty (30) days written notice. For all other Service, Customer must provide written notice either (a) of sixty (60) days or (b) equal to the cancellation period required by third parties (such as PTTs) for the non-U.S. Mainland portion of the Service Customer is canceling, whichever is longer. Disconnection notices must be labeled

2

conspicuously “Disconnect Request.” Customer should contact its account representative or Customer Service if it does not receive confirmation of the disconnection from Verizon within five (5) business days. Notwithstanding any such termination, Customer will remain liable for any applicable early termination charges set forth in this Agreement.

12. Confidential Information. Commencing on the date Customer executes this Agreement and continuing for a period of three (3) years from the termination of this Agreement, each party shall protect as confidential, and shall not disclose to any third party, any Confidential Information received from the disclosing party or otherwise discovered by the receiving party while this Agreement is in effect, including, but not limited to, the pricing and terms of this Agreement, and any information relating to the disclosing party's technology, business affairs, and marketing or sales plans (collectively the "Confidential Information"). The parties shall use Confidential Information only for the purpose of this Agreement. The foregoing restrictions on use and disclosure of Confidential Information do not apply to information that: (a) is in the possession of the receiving party at the time of its disclosure and is not otherwise subject to obligations of confidentiality; (b) is or becomes publicly known, through no wrongful act or omission of the receiving party; (c) is received without restriction from a third party free to disclose it without obligation to the disclosing party; (d) is developed independently by the receiving party without reference to the Confidential Information, or (e) is required to be disclosed by law, regulation, or court or governmental order, including but not limited to any open records laws, freedom of information laws, or other “sunshine” laws to which Customer is subject.

13. Disclaimer of Warranties. EXCEPT AS SPECIFICALLY SET FORTH IN THIS AGREEMENT, VERIZON MAKES NO WARRANTIES, EXPRESS OR IMPLIED, AS TO ANY VERIZON SERVICES, RELATED PRODUCTS, EQUIPMENT, SOFTWARE OR DOCUMENTATION. VERIZON SPECIFICALLY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR TITLE OR NONINFRINGEMENT OF THIRD PARTY RIGHTS. 14. Disclaimer of Certain Damages. NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION LOSS OF USE OR LOST BUSINESS, REVENUE, PROFITS, OR GOODWILL, ARISING IN CONNECTION WITH THIS AGREEMENT, UNDER ANY THEORY OF TORT, CONTRACT, INDEMNITY, WARRANTY, STRICT LIABILITY OR NEGLIGENCE, EVEN IF THE PARTY KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. 15. Limitation of Liability. THE TOTAL LIABILITY OF VERIZON TO CUSTOMER IN CONNECTION WITH THIS AGREEMENT, FOR ANY AND ALL CAUSES OF ACTIONS AND CLAIMS, INCLUDING, WITHOUT LIMITATION, BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATION AND OTHER TORTS, SHALL BE LIMITED TO THE LESSER OF: (A) DIRECT DAMAGES PROVEN BY CUSTOMER; OR (B) THE AMOUNT PAID BY CUSTOMER TO VERIZON UNDER THIS AGREEMENT FOR THE SIX (6) MONTH PERIOD PRIOR TO ACCRUAL OF THE MOST RECENT CAUSE OF ACTION. NOTHING IN THIS SECTION SHALL LIMIT VERIZON’S LIABILITY: (A) IN TORT FOR ITS WILLFUL OR INTENTIONAL MISCONDUCT; OR (B) FOR BODILY INJURY OR DEATH PROXIMATELY CAUSED BY VERIZON’S NEGLIGENCE; OR (C) LOSS OR DAMAGE TO REAL PROPERTY OR TANGIBLE PERSONAL PROPERTY PROXIMATELY CAUSED BY VERIZON’S NEGLIGENCE. 16. Assignment. Either party may assign this Agreement or any of its rights hereunder to an affiliate or successor without the prior written consent of the other party, provided that if Customer assigns this Agreement to an affiliate or successor, then such affiliate or successor must meet Verizon’s creditworthiness standards. Any attempted transfer or assignment of this Agreement by either party not in accordance with the terms of this Section shall be null and void. 17. Service Marks, Trademarks and Name. Neither Verizon nor Customer shall: (a) use any service mark or trademark of the other party; or (b) refer to the other party in connection with any advertising, promotion, press release or publication unless it obtains the other party’s prior written approval. 18. Governing Law; Disputes. Except as the Parties may otherwise expressly agree, this Agreement shall be governed by the laws of the state where the Services are provided by Verizon to Customer’s locations. Any litigation arising out of or in connection with this Agreement may be brought for trial in any Federal or state court of competent jurisdiction. The parties agree that any such trial shall be without jury. Non-U.S. Services shall be subject to applicable local laws and regulations in any countries where such Services originate or terminate, including applicable locally filed Tariffs. Customer acknowledges that Verizon is governed by the Communications Act of 1934, as amended, and as interpreted and applied by the Federal Communications Commission. 19. Notice. All notices, requests, or other communications (excluding invoices) hereunder shall be in writing and either transmitted via overnight courier, electronic mail, hand delivery or certified or registered mail, postage prepaid and return receipt requested to the parties at the following addresses. Except as otherwise provided, notices will be deemed to have been given when received. Customer's notice address is provided on Page 1 of this Agreement unless otherwise noted.

To Verizon: Verizon Business Services 5055 North Point Parkway Alpharetta, GA 30022 Attn: Thomas Bostick, MiCTA National Acct. Repr.

Tel: 678-259-1464 Email: tom.bostick@verizonbusiness.com

With fax copies to: Verizon Business Services 22001 Loudoun County Pkwy Ashburn, VA 20147 Attn: Vice President, Legal Fax: 703-886-5807

and to: Verizon Business Services 2477 Gateway Dr., Ste 100 Room Mail Code 105-B Irving, TX 75063 Attn: Carlton Baker

20. Acceptable Use. Use of Verizon's Internet Service(s) and related equipment and facilities must comply with the then-current version of the Verizon Acceptable Use Policy (“Policy”) for the countries from which Customer uses them (see

3

www.verizonbusiness.com/terms). Customer shall be liable to Verizon for any losses, damages, claims, costs or expenses sustained or incurred by Verizon resulting from any violation by Customer of the Policy. Each party will promptly notify the other of any such claim. 21. Domain Names. Customer shall ensure that its use of any domain name registered or administered on Customer’s behalf does not violate the service mark, trademark or other intellectual property rights of any third party. Any violation of this Section is deemed a material breach establishing Cause for termination. Verizon shall have no liability for any claims that may arise from the acts or omissions of domain name registries, registrars or other authorities. 22. Resellers/Subcontractors. Verizon agrees to assume ultimate responsibility in all aspects for the performance of all reseller/ subcontractors, if any, utilized to provide products and/or services to Customer under this Agreement. Verizon takes the overall responsibility and acts as the single point of contact for services purchased from Verizon under this Agreement including, but not limited to, the following:

22.1 Addressing all service and product issues, and providing Customer favorable resolution to any reported problems;

22.2 Processing and tracking all Customer purchase orders placed through resellers/subcontractors;

22.3 Responding to any/all issues related to delivery, installation, warranty, support, etc. when services and/or products were processed through a reseller / subcontractor; and

22.4 Acting as the primary liaison between reseller/subcontractor and/or manufacturer on behalf of the Customer. 23 Appropriated Funding. If (a) the Term of this Agreement is greater than one (1) year and (b) Customer is purchasing services hereunder solely with funds that are legislatively-appropriated on a single fiscal year basis and Customer is therefore required by applicable law to reserve the following right in all multi-year purchase contracts, then Customer reserves the right to cancel this Agreement, upon not less than thirty (30) days’ notice, whenever such funds have failed appropriation or are otherwise made unavailable to Customer to support continuation or performance in any fiscal year succeeding the first. 24. Compliance with Law. Verizon (including its subcontractors, if any) and Customer, shall each at their own expense operate in full compliance with all applicable Federal, State and local laws, rules and regulations. Verizon shall maintain in force all licenses and permits required by the states in which it conducts business. 25. Financial Stability. Verizon acknowledges that Customer may rely on Verizon’s annual and quarterly financial statements and any required Securities and Exchange Commission Certification Reports as a measure of Verizon’s financial strength and ability as an ongoing business concern to fulfill its obligations under this Agreement. 26. Service Level Agreement (SLA). Unless Customer and Verizon otherwise expressly agree in writing, Verizon’s standard SLAs, if any, for the services/products provided under this Agreement shall apply. Should Customer desire other SLAs to meet their specific organizational requirements, Verizon and Customer may negotiate such SLAs, including: services, features, hardware and/or software to be covered; measurable standards of performance and/or quality of service; Customer/Verizon responsibilities defined; Customer’s recourse for system and/or hardware/software failure to meet the SLA; and any other element that is mutually agreed upon by both parties, including any cost adjustments for negotiated SLAs. Any negotiated SLAs shall be made part of this Agreement. 27. Force Majeure. Neither party shall be liable for any delay or failure in the performance or provision of Services under this Agreement arising out of acts or events beyond its reasonable control, including but not limited to acts of God, war, terrorist acts, fire, flood, catastrophe, severe weather, cut cable, explosion, riot, embargo, acts of the Government or third parties, labor disputes or strikes, or unavailability of necessary facilities or equipment. 28. Entire Agreement. This Agreement (and any Attachments and other documents incorporated herein by reference) constitutes the entire agreement between the parties with respect to the Services ordered under this Agreement and supersedes all other representations, understandings or agreements that are not expressed herein, whether oral or written. Except as otherwise set forth herein, no amendment to this Agreement shall be valid unless in writing and signed by both parties. Any requirement for a signature in this Agreement or any Amendment may be satisfied by facsimile transmission of an original signature. Any terms, conditions, or other contents of any purchase order or similar document issued by Customer shall not apply in any way to add to, delete, or modify the terms and conditions of this Agreement, and shall be deemed to be issued only for administrative purposes to reflect Customer’s order for the products or services listed herein under the terms of this Agreement.

___________________________________________________________________________.

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ATTACHMENT A to Member Participation Agreement Customer name: 1. Service. The Services that Customer may order under this Member Participation Agreement (“Agreement”) are those set forth in the MiCTA Master Agreement, including but not limited to the Services set forth below. The rates and charges that shall apply to such Services are the rates and charges that apply under the terms of the MiCTA Master Agreement, including Attachment B of said Master Agreement, which are incorporated herein and made a part of this Agreement. 2. Services Ordered. The parties acknowledge for informational purposes that the Customer’s initial order for Services under this Agreement shall consist of the following. Any additions or changes to the following may be made pursuant to the terms of this Agreement.

Note: In the event of a discrepancy between the rates and charges set forth above and the rates and charges applicable pursuant to the MiCTA Master Agreement, the rates and charges applicable pursuant to the MiCTA Master Agreement shall apply.

Term Commitment. Customer shall purchase the above Services for a minimum period of _____ consecutive months (the “Initial Term”) following the execution of this Agreement and installation of the Service. Service Locations. The above Services shall be provided to Customer under this Agreement at the following locations. Other Customer locations may be added to this Agreement, or changed, only upon mutual assent of the parties.

3. Service Attachment. Service Attachment(s) for the above Services, if applicable, that are attached hereto or set forth in the MiCTA Master Agreement or Guide, are incorporated herein by reference and shall be a part of this Attachment A.

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Optional Terms and Conditions could be included in MPAs provided there is mutual agreement of the Member and Verizon, and may include the following:

Indemnification [To be included & completed only if Verizon & the customer mutually agree] Verizon shall defend and indemnify Customer against all claims and liabilities for direct damages imposed on Customer for bodily injuries, including death, and for damage to real or tangible personal property to the extent caused by the negligent acts or omissions of Verizon’s employees in the course of performance of this Agreement while on Customer’s premises, subject to any lawful defenses or limitations that may apply under applicable law, tariffs, or this Agreement. Customer shall provide to Verizon prompt, written notice of any claim that may be subject to such indemnification, the right to control the defense of such claim, and Customer’s full cooperation and assistance, including information, for the defense of such claim.

Minimum Annual Volume Commitment (“AVC”). [To be included & completed only if Verizon & the Customer mutually agree] Customer agrees to pay Verizon no less than ______________ Dollars ($________00) in Total Service Charges (as hereinafter defined) during each Contract Year (the “AVC”). A “Contract Year” means each consecutive twelve-month period of the Term commencing on the Effective Date. “Total Service Charges” means all charges, after application of all discounts and credits, incurred by Customer for Services provided under this Agreement, specifically excluding: (a) Taxes, as that term is defined in section # below; (b) charges for equipment and data center services (unless otherwise expressly stated herein); (c) charges incurred for goods or services where Verizon or Verizon affiliate acts as agent for Customer in its acquisition of goods or services; (d) non-recurring charges; (e) Governmental Charges (defined below); (f) international pass-through access charges (i.e., Type 3/PTT) and charges for international access provided by Verizon (i.e., Type 1); and (g) other charges expressly excluded by this Agreement.

Underutilization Charges. [To be included & completed only if Verizon & the Customer mutually agree] If, in any Contract Year during the Term, Customer's Total Service Charges do not meet or exceed the AVC, if any, then Verizon reserves the right to charge Customer and Customer would then pay: (a) all accrued but unpaid charges incurred under this Agreement; and (b) an "Underutilization Charge" in an amount equal to twenty-five percent (25%) of the difference between the AVC, if any, and Customer's Total Service Charges during such Contract Year.

Insurance Requirements. [To be included & completed only if Verizon & the Customer mutually agree] Verizon shall, at its own expense, obtain, keep in force and maintain the below-listed insurance coverage for all activities performed on Customer’s site in connection with the products and services provided under this Agreement. Upon Customer’s request, Verizon will provide Customer an industry-standard Certificate of Insurance evidencing such coverage, and shall endeavor to provide prior written notice of any occurrence of modification, material change, or coverage cancellation during the Term of this Agreement. [List type(s) and amount(s) of agreed insurance]

Liquidated Damages. [To be included & completed only if Verizon & the Customer mutually agree] Customer and Verizon have negotiated the following terms and conditions of Liquidated Damages, defining downtime, identifying recourse for damages incurred and determining how damages will be liquidated, and such other related matters as set forth below: [insert]

Performance Bond. [To be included & completed only if Verizon & the Customer mutually agree] Within __________ (____) days after signing this Agreement, Verizon will obtain and provide to Customer a performance (surety) bond, not to exceed ten percent of Customer’s Annual Volume Commitment under this Agreement, to insure Verizon’s successful performance of the Services to be provided under this Agreement. The cost of the bond shall be passed on to Customer. The bond amount, format and other terms have been negotiated and agreed upon by both Verizon and Customer prior to entering into this Agreement and are as follows: [insert]

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4805 TOWNE CENTRE, SUITE 100, SAGINAW, MI 48604 TELEPHONE: 888-964-2227

ATTACHMENT D – REPORTING AND COMMISSIONS DUE MICTA D.1 Commission/Restrictions:

Upon acceptance of an order by Seller, Seller agrees to pay MiCTA a commission fee of 2% of the Eligible Net Revenue (as defined below) generated from any MiCTA account. For purposes of this Agreement:

D.1.1. MiCTA Account shall mean a Member that purchases Seller’s products or services under this Agreement and the Member Participation Agreement with Seller.

D.1.2. Eligible Net Revenue means all revenue received from MiCTA Members, but shall not include: (i) any revenues received by Seller for goods and services that are not within the scope of [RFP]; (ii) any pass-through access/egress (or related) charges imposed by third parties; (iii) any non-recurring charges imposed on or by Seller’s tariffs; (iv) any pass-through directory assistance charges; (v) any taxes or surcharges; and (vi) any promotional or other credits granted by Seller.

D.1.3. The only commissions, fees or compensation due MiCTA under this Agreement shall be those commissions payable on all MiCTA Accounts pursuant to Member Participation Agreements for products and services within the scope of [RFP].

D.1.4. Commissions are to be paid monthly beginning sixty (60) days after the billing date starting with the first full month’s billing by Seller of a Member, and commission payments shall be made at the end of the appropriate calendar month. Notwithstanding anything else, Seller is only required to pay commissions on the actual “Eligible Net Revenues” received from a Member.

D.1.5. Notwithstanding the above, in the event that commissions due MICTA total less than $50.00 for any given payment period, Seller shall have the right to withhold payment of such commissions until the total reaches $50.00, and then Seller shall pay to MiCTA such aggregated commissions in the next payment period.

D.1.6. Seller shall be responsible for payment of all pending MICTA commissions due from sales revenues generated by this Agreement up through the actual date of termination or expiration of this Agreement, With respect to any Member Participation Agreements that may have an initial term that extends beyond the expiration or termination of this Agreement (including any renewal hereof under section 2.1 hereof), unless this Agreement is terminated by Verizon for cause under Section 27, Verizon shall continue to pay the applicable commissions on such Member Participation Agreements

after the expiration of this Agreement until the expiration date of the initial term of such Member Participation Agreements.

D.1.7. MiCTA does not guarantee a minimum sales volume or estimated sales volume for this Agreement.

D1.8. MiCTA is solely responsible for the payment of any taxes or assessments in connection with its receipt of commission payments hereunder.

D.2. REQUIRED SALES/COMMISSION REPORTS:

Seller is required to notify MiCTA of all sales and/or service commitments with MiCTA Members. The report must minimally, for each Member taking service, include the customer name, contact name/number, city, state, estimated volume, estimated commission, estimated cost savings, and estimated delivery date. A sample report is available upon request. MiCTA may provide Seller with a reporting portal on MiCTA’s website and require such reporting to be made electronically on the website. Reports must be submitted by the 60th day following month-end close. Reports are due even if no sales are made during the period, so that the Seller certifies that no sales were made to MiCTA Members.

Reports should be sent to:

MiCTA

Attn: Commission Report

4805 Towne Centre

Suite 100

Saginaw, MI 48604

Sales/Commission Reporting Process:

D.2.1. Reports must include a list of all purchases by MiCTA Members from the Seller.

D.2.2. Seller will be required to submit an Annual Report of all MiCTA Member purchases within 30-days of the Seller’s fiscal year close.

D.2.3. Any failure to file reports of Member sales, or no sales as the case may be, is a breach of this Agreement.

D.2.4. MiCTA reserves the right to perform an independent audit, by MiCTA designated auditors, of the MiCTA commissions paid by seller, on an annual basis. Seller shall bear the costs of the audit should the results of the audit identify a material amount of unpaid commissions. In the absence of a material underpayment, MiCTA will be solely responsible for the cost of any such audit.

D.2.5. Seller agrees to comply with a MiCTA request for audit within thirty (30) working days of receiving the written request.

D.2.6. Seller agrees to pay all commissions due on all unreported Eligible Net Revenue with MiCTA Accounts revealed during an audit, plus 20% of such unpaid fees as a penalty.

D.2.7. MiCTA will repay any over-paid commissions disclosed during an audit and such repayment may be an offset against future commissions.

D.3 Proof of Performance – First Six (6) Months

D.3.1 Notwithstanding any other provision of this Master Service Agreement, Seller agrees that during the first six (6) months of this agreement Seller will demonstrate significant efforts to make sales to MiCTA Members, implement a plan to market Seller’s products or services to the MiCTA Members, promptly file the required sales reports pursuant to D.2, even if no sales were made during the period, and pay all commissions due pursuant to D.1. If no sales are made within 6 months from the date of signing the MSA, MiCTA has the right to and will terminate the MSA, unless the vendor can demonstrate to MiCTA's satisfaction that significant efforts have been made to market the vendor's MiCTA approved products and services to MiCTA members.