Contract AMENDMENT NUMBER 2

Between

COMMONWEALTH OF PENNSYLVANIA

OFFICE OF ADMINISTRATION

AND

AT&T CORP.

CONTRACT NO. 4400008977

THIS CONTRACT AMENDMENT NUMBER 2is entered into by and between the Commonwealth of Pennsylvania (“Commonwealth”), acting through itsOffice of Administration (“OA”) and AT&T Corp. (“Contractor”).

WITNESSETH:

WHEREAS, as the result of an RFP, the Department of General Services (“DGS”)entered into a contract with Contractor in 2003 for the provision of toll free 800 services for the Commonwealth, which had an expiration date of August 31, 2008 (the “Contract”); and

WHEREAS, DGS determined in 2008 that theContract should be continued as a sole source contract;and

WHEREAS, DGS entered into a sole source contract with AT&T, effective September 1, 2008,which was for a term of one (1) year with two (2) one year renewals; and

WHEREAS, both one year renewals were exercised; and

WHEREAS, on July 1, 2011, DGS delegated IT Contracting authority to OA, including ownership of the Contract; and,

WHEREAS, the Contract was further extended for three months to November 30, 2011, to prevent alapse in contract coverage; and

WHEREAS, the Contract was again extended through a sole source procurement for two (2) years with three (3) optional renewal years; and

WHEREAS, OA has exercised all renewals and extensions in the Contract, thereby extending the termination date to March 1, 2017; and,

WHEREAS, the Commonwealth continues to have a need for those services and AT&T is willing to continue to provide those services under the Contract; and,

WHEREAS, the partiesdesire to extendthe Contract for up to an additional five (5) yearsto permit time for the Commonwealth to issue a procurement, award and transition to a new contract; and,

WHEREAS, DGS has approved a sole source procurement to facilitate this extensionof the Contract.

NOW THEREFORE, intending to be legally bound hereby, the Commonwealth and Contractor agree as follows:

  1. The recitals set forth above are incorporated by reference as a material part of this Contract.
  1. The term of the Contract is hereby extended for two (2) years, with a new termination date of February 28, 2019. The Commonwealth may renew this contract, at the Commonwealth's sole option, for up to three(3) additional years, in single-year or multiple-year increments. The Commonwealth may extend the Contract by providing notice to Contractor via letter.
  1. All terms and conditions of the Contract not affected by this Amendment Number 2 shall remain in full force and effect.

[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, the parties hereto have signed this Contract the day and year first above written.

Witness:AT&T Corporation

______

Signature DateSignature Date

______

Printed Name Printed Name

______

TitleTitle

SAP Vendor Number -

COMMONWEALTH OF PENNSYLVANIA

OFFICE OF ADMINSTRATION

By: [Signature Affixed Electronically]

Secretary Date

APPROVED:

[Signature Affixed Electronically]

Comptroller Date

APPROVED AS TO FORMAND LEGALITY:

[Signature Affixed Electronically]

Office of Chief Counsel Date

[Signature Affixed Electronically]

Office of General Counsel Date

[Signature Affixed Electronically]

Office of Attorney General Date

1