Loading...
HomeMy WebLinkAbout2012-021 RESOLUTION NO. 2012-21 1 2 RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO AUTHORIZING THE EXECUTION OF AN AGREEMENT 3 AND THE ISSUANCE OF A PURCHASE ORDER TO VERIZON FOR CENTRANET 4 TELPHONE SERVICE NOW THEREFORE, BE IT RESOLVED BY THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO AS FOLLOWS: 5 6 7 8 hereby authorizes the City Manager to execute, on behalf of said City, an Agreement between 9 10 11 12 13 14 SECTION 1. The Mayor and Common Council of the City of San Bernardino the City of San Bernardino and Verizon, a copy of which is attached hereto marked Exhibit "A" and incorporated herein by reference as fully as though set forth at length. SECTION 2. That Verizon is the selected source for the City's Centranet telephone services. Pursuant to this determination, the Director of Finance or his/her Designee is hereby authorized to issue an Annual Purchase Order to Verizon for the City's Centranet telephone 15 16 17 36 months, with two (2) one year options. The annual cost is not to exceed $372,000.00. services in the amount not exceed $155,000.00 for fiscal year 2011/2012. The contract term is 18 SECTION 3. This purchase is exempt from the formal contract procedures of 19 Section 3.04.010 of the Municipal Code, pursuant to Section 3.04.010. B.3 of said Code, 20 21 22 23 "Purchases approved by the Mayor and Common Council". SECTION 4. The authorization to execute the above-referenced Agreement IS rescinded if not executedlissued within sixty (60) days of the passage of this Resolution. 24 I I I 25 III 26 III 27 III 28 << . 2012-21 1 RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO AUTHORIZING THE EXECUTION OF AN AGREEMENT 2 AND THE ISSUANCE OF A PURCHASE ORDER TO VERIZON FOR CENTRANET TELPHONE SERVICE. 3 4 5 6 I HEREBY CERTIFY that the foregoing Resolution was duly adopted by the Mayor and Common Council of the City of San Bernardino at a joint regular meeting 7 thereof, held on the 6th day of February, 2012, by the following vote, to wit: 8 9 10 11 12 13 14 15 16 17 18 19 20 21 The foregoing resolution is hereby approved this 22 23 24 25 26 27 28 Approved as to form: JAMES F. PENMAN, City A orney J. o~ /;J-~ Rachel G. Clark, CMC, City Clerk 97N day of February ,2012. 2012-21 ~." WJ.l.~. CUSTOMER SPECIFIC ARRANGEMENT (Intrastate Oetariffed Services - California) Routing Code: 5V Customer Name: City of San Bernardino ("Customer") Address: 300 North "0" Street, San Bernardino, CA 92418 909-384-5211 CSS-2011 Services. Customer hereby requests and agrees to purchase from the Verizon company{ies) identified in the applicable Exhibit{s) ("Verizon") the services, at the Customer locations identified in Exhibits A and B attached to this Agreement, and in any Addendum expressly made a part hereof, (the "Services") pursuant to this Agreement and Verizon's applicable ILEC Product Guide, for the service period stated in the Exhibit or Addendum applicable to such Service (the "Service Period"). This Agreement and any Exhibit hereto shall become effective when executed by an authorized Verizon representative and an authorized representative of Customer (the "Effective Date"). Under no circumstances may Customer resell the Services being provided under the rates, terms and conditions of this Agreement. Each Verizon entity contracting under this Agreement is responsible only for the performance of the Services it is providing as set out in each Exhibit hereto and is not responsible for the performance of any other entity's obligations under this Agreement. Customer Consent to Use of Customer Proprietary Network Information (CPNI). Verizon acknowledges that it has a duty, and Customer has a right, under federal and/or state law to protect the confidentiality of Customer's CPNI. CPNI includes information relating to the quantity, technical configuration, type, destination, location, and amount of use of the telecommunications and interconnected voice over Internet Protocol services Customer purchases from Verizon, as well as related local and toll billing information, made available to Verizon solely by virtue of Customer's relationship with Verizon. With Customer consent, Verizon may share Customer CPNI and other Confidential Information among its affiliates, including Verizon Wireless, and with agents and partners, so that all may use this information to offer Customer the full range of products and services offered by Verizon and its affiliates, including local, long distance, wireless, and Internet services (see www.verizon.com for a description of Verizon companies and services). By signing this Agreement, Customer consents to Verizon using and disclosing Customer CPNI as described above. Customer may refuse CPNI consent by signing this Agreement and by notifying Verizon in writing at cpni-notices@verizonwireless.com and cpni- notices@verizonbusiness.com of Customer's decision to withhold Customer's consent. Customer's consent or refusal to consent will remain valid until Customer otherwise advises Verizon, and in either case, will not affect Verizon's provision of service to Customer. ILEC Product Guide. Verizon's provision of the Services hereunder shall be governed by Verizon's Incumbent Local Exchange Carrier Product Guide (located at httD:/Iwww.verizon.com/tariffs) ("ILEC Product Guide") and this Agreement. The ILEC Product Guide is incorporated into the Agreement by this reference. In the event of a conflict between the terms and conditions of the ILEC Product Guide and this Agreement, the terms and conditions of this Agreement shall prevail. With respect to the documents of the Agreement, the terms and conditions of the Service Exhibit shall have the highest order of precedence. Verizon may modify the ILEC Product Guide at any time and such modifications will become binding on Customer as further described below. To the extent such changes are material (and other than changes related to governmental charges or any applicable taxes), Verizon shall notify Customer of such changes via a bill insert, as a message on Customer's bill, in a separatemailing.by email or by any other reasonable method atVerizon'sdiscretion. Such changes will become effective no sooner than thirty (30) days after such notice is provided. In the event such changes materially and adversely affect Customer, Customer may terminate the affected Service without the application of termination liability by providing Verizon immediate written notice of Customer's request to terminate, unless within (30) thirty days after receipt of Customer's termination notice Verizon agrees to revise the change in such a manner as to remove the material adverse effect on Customer. Customer shall remain responsible for the payment for Services rendered until the effective date of the termination. Customer's continued use of the Service after the material change becomes effective constitutes Customer's acceptance of the change. Customer Responsibilities. Customer agrees to provide Verizon with any access and support necessary for the implementation, maintenance and provision of the Services requested hereunder. Customer is responsible for taking all steps necessary to interconnect the Services at Customer's location(s) including ensuring proper interconnection with the facilities and equipment provided by Verizon, paying all costs associated with interconnection, securing any necessary licenses, right of ways and permits and providing proper space, electrical power, heating, ventilation and cooling. Verizon shall not be liable for any damages or losses caused by the failure ICB Case No. 2010-529675 -10f11- VERIZON CONFIDENTIAL VZ Generated By: TJA 119/12 m VZ Approved To Fonn: TJA 119/12 2012-21 of equipment, inside wire or other facilities provided by Customer or a third party, and Customer shall be liable if such facilities cause damage to Verizon, its network, customers, equipment and/or Verizon's providers. Customer is solely responsible for the selection, implementation and maintenance of security features for protection against unauthorized or fraudulent use of the Service(s) and Verizon shall have no liability therefore. Charges and Payment. Customer will pay the rates and charges set forth in the attached Exhibit(s) and in any Addendum made a part hereof, which shall be fixed during the Service Period, and shall also pay all applicable taxes, fees, and other applicable charges, including Federal End User Common Line Charges, charged pursuant to applicable law or regulations in connection with the Services. Taxes, fees and/or surcharges are subject to change without notice to Customer, except as may be required by law. Except as otherwise provided in the Agreement, if Customer cancels or terminates this Agreement or any Services prior to expiration of the Service Period, Customer will promptly pay to Verizon termination charges as set forth in the applicable Exhibit(s) and Addendum(a). Verizon shall invoice Customer monthly and payment will be due Net 30 days from the invoice date. Undisputed charges paid after the due date may be subject to late payment charges as set out in the ILEC Product Guide until Customer's account is current. Any back billing limitations otherwise applicable to the Services pursuant to the ILEC Product Guide shall not apply to the Services under this Agreement. Unauthorized Use. Verizon shall not be liable for any damages, including charges for Services that Customer may incur as a result of the unauthorized use or misuse of the Services by Customer, Customer's employees, third parties or other members of the public. Customer shall remain responsible for such charges. Indemnification. Customer agrees to defend, indemnify and hold Verizon, its employees, affiliates and agents, harmless from any and all losses, claims, demands, expenses (including reasonable attorney's fees), or any liability whatsoever, arising from any use of the Services by Customer or by person or entity permitted by Customer to use the Services, including without limitation, liability resulting from the content of communication such as defamation, fraud or invasion of privacy, or any combination of the Services with other products or services not provided by Verizon, any modification of the Services or any infringement of intellectual property. Warranty Disclaimer. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THE ILEC PRODUCT GUIDE, VERIZON DISCLAIMS ANY AND ALL REPRESENTATIONS AND WARRANTIES, EXPRESS, IMPLIED OR ARISING BY COURSE OF PERFORMANCE, DEALING, CUSTOM OR TRADE USAGE, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE (EVEN IF VERIZON KNEW OR SHOULD HAVE KNOW SUCH PURPOSE) AND NON-INFRINGEMENT. CUSTOMER AGREES THAT THE SERVICES PROVIDED HEREUNDER ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. VERIZON DOES NOT WARRANT THAT THE SERVICES WILL MEET CUSTOMER'S NEEDS, OR WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE. limitation of Liability. EXCEPT FOR DAMAGES RESULTING FROM UNAUTHORIZED OR ILLEGAL USE OF THE SERVICE BY CUSTOMER, ITS EMPLOYEES, AGENTS, SUBCONTRACTORS OR OTHER THIRD PARTIES, NEITHER PARTY (NOR ITS SUPPLIERS OR AFFILIATES) SHALL BE LIABLE TO THE OTHER PARTY FOR PUNITIVE, SPECIAL, CONSEQUENTIAL, INCIDENTAL, OR INDIRECT DAMAGES INCLUDING WITHOUT LIMITATION, LOSS OF BUSINESS PROFITS, OR OTHER COMMERCIAL OR ECONOMIC LOSS ARISING IN CONNECTION WITH THE SERVICES, EVEN IF THE PARTY KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. EITHER PARTY'S MAXIMUM TOTAL LIABILITY TO THE OTHER PARTY IN CONNECTION WITH THE SERVICES, FOR ANY AND ALL CAUSES OF ACTION AND CLAIMS, SHALL BE: (A) FOR DAMAGES DUE TO FAILURES OR DISRUPTION IN THE SERVICES CAUSED BY THE PARTY'S NEGLIGENCE OR BREACH OF OBLIGATIONS UNDER THE AGREEMENT, INCLUDING THE ILEC PRODUCT GUIDE, THE CHARGES FOR THE AFFECTED SERVICES FOR THE PERIOD OF THE FAILURE; (B) FOR DAMAGES TO REAL OR TANGIBLE PERSONAL PROPERTY OR BODILY INJURY OR DEATH TO ANY PERSON PROXIMATELY CAUSED BY THE PARTY'S NEGLIGENCE, THE AMOUNT OF DIRECT DAMAGES PROVEN; (C) FOR INDEMNITY, THE REMEDIES SET FORTH IN THE SECTION ABOVE TITLED INDEMNIFICATION; (D) FOR ANY DAMAGES ARISING OUT OF THE WILLFUL OR INTENTIONAL MISCONDUCT OF THE PARTY, THE AMOUNT OF DIRECT DAMAGES PROVEN; ICB Case No. 2010-529675 - 2 of 11 - VERIZON CONFIDENTIAL VZ Generated By: TJA 1/9/12 /m, VZ Approved To Form: TJA 1/9/12 "",".~,.,~..,..",_,*"..~_I'''''''..,,,'''!'Y'''''_~'' , 2012-21 (E) FOR ALL OTHER DAMAGES NOT SET FORTH ABOVE AND NOT EXCLUDED UNDER THE AGREEMENT, INCLUDING THE ILEC PRODUCT GUIDE, EACH PARTY'S MAXIMUM LIABILITY DURING ANY TWELVE MONTH PERIOD SHALL BE LIMITED TO THE LESSER OF (i) DIRECT DAMAGES PROVEN, OR (ii) THE AMOUNT PAID BY CUSTOMER TO VERIZON UNDER THE AGREEMENT, INCLUDING THE ILEC PRODUCT GUIDE, FOR THE ONE MONTH PERIOD PRIOR TO ACCRUAL OF THE MOST RECENT CAUSE OF ACTION. NOTHING IN THIS SECTION SHALL LIMIT CUSTOMER'S LIABILITY TO VERIZON FOR ANY AND ALL CHARGES INCURRED FOR SERVICES. Tennination of Services. Verizon may discontinue or limit use of the Services by Customer for non-payment, non-compliance with Verizon's rules of use, fraudulent use, and other conditions as provided in the Verizon California Inc. General Exchange Tariff, Schedule D&R, Rule No. 11, as incorporated herein. Termination of the Services, for any cause, shall not release Customer from any liability which at the time of termination had already accrued to Customer or which thereafter accrues for any act or omission occurring prior to the termination or from an obligation which, by its nature, survives termination. Perfonnance Excused. No liability, including but not limited to refund of Service charges, shall result from Service failures caused by fires, floods, severe weather, acts of government or third parties, strikes, labor disputes, inability to obtain necessary equipment or services, or other causes beyond such party's reasonable control. Notices. Notices under this Agreement shall be sent by first-class U.S. mail, postage prepaid, to Customer at the address specified above, and to Verizon at Verizon Business, Attn: Customer Service, 6415 Business Center Drive, Highlands Ranch, CO 80130, Email: noticetmverizonbusiness.com with a copy to Verizon Business Services, 22001 Loudoun County Pkwy, Ashburn, VA 20147, Attn: Vice President Legal. Notices shall be deemed effective five business days after such mailing. Miscellaneous (a) Neither party will disclose the terms of this Agreement to any other person without the prior written consent of the other party, except as may be necessary to comply with applicable law, regulation, or filing requirements. Either party may issue or permit issuance of a press release or other public statement concerning this Agreement provided its contents have been reviewed and agreed upon by the parties. (b) In the event of a claim or dispute, the law and regulations of the jurisdiction in which Verizon provides to Customer the particular Service that is the subject of such claim or dispute shall apply. This Agreement and its provisions shall not be construed or interpreted for or against any party hereto because that party drafted or caused that party's legal representative to draft any of its provisions. (c) Either party's failure to enforce any of the provisions of the ILEC Product Guide or the Agreement or to exercise any right or option is not a waiver of any such provision, right or option, and shall not affect the validity of the ILEC Product Guide or the Agreement. If any provision of the ILEC Product Guide or this Agreement or the provision of any Service under the terms hereof is illegal, invalid, or otherwise prohibited under applicable law or regulation in any State or jurisdiction, then the ILEC Product Guide and this Agreement shall be construed as if not containing such provision or requiring the provision of such invalid, illegal, prohibited, or unapproved Service in such State or jurisdiction, and the remaining terms and conditions of the ILEC Product Guide and the Agreement shall continue to apply as necessary to reflect the original intention of the parties. (d) Verizon may assign or transfer part or all of this Agreement to any affiliate or successor to substantially all of its assets in the locations where Service is provided hereunder. Upon reasonable prior written notice to Verizon, Customer may assign or transfer this Agreement to any company that is the successor to substantially all of its assets, provided all charges for Services provided prior to such transfer or assignment are paid in full when due. Except as otherwise required by applicable law or regulation, all other attempted assignments shall be void without the prior written consent of the other party. (e) Services are offered in locations where made available by Verizon in its sole discretion. (f) The terms and conditions contained on a Customer purchase order document (whether signed by one or both parties) shall not serve to modify the terms and conditions of this Agreement. leB Case No. 2010-529675 -30f11- VERIZON CONFIDENTIAL VZ Generated By: TJA 1/9/1 2 m VZ ADoroved Tn I'nnn- TT A 1 1011" "''''''''''~''''''''.~ '.'_.J~ .'11' '."llI!1ll'lI.' ~1l'::':~I....'~~""""""". 2012-21 The ILEC Product Guide, and this Agreement (including the Exhibits attached hereto and any Addenda made a part hereof) constitute the entire agreement between the parties with respect to the Services and shall supersede all prior oral or written quotations, communications, negotiations, representations, understandings or agreements made by or to any employee, officer, or agent of any party on the subject matter hereof. This Agreement may not be modified or rescinded except by a writing signed by authorized representatives of each party. AGREED AND ACCEPTED: CITY OF SAN BERNARDINO (Customer) By VERIZON BUSINESS NETWORK SERVICES INC., on behalf of VERIZON CALIFORNIA INC. By Name/title NamelTitle Date Date APPROVED AS TO FORM: James F. Penman, City Attorney ICB Case No. 2010-529675 -40f11- VERIZON CONFIDENTIAL VZ Generated By: TJA 119/12 ,m VZApprovedToFonn'T1A lIQI17 2012-21 ---. ~." n CUSTOMER SPECIFIC ARRANGEMENT (Intrastate Detariffed Services - California) Routing Code: 5V Customer Name: City of San Bernardino ("Customer") Address: 300 North "DD Street, San Bernardino, CA 92418 909-384-5211 CSS-2011 Services. Customer hereby requests and agrees to purchase from the Verizon yompany(ies) identified in the applicable Exhibit(s) ("Verizon") the services, at the Customer locations identified in'Exhibits A and B attached to this Agreement, and in any Addendum expressly made a part hereof, (the "Services") pursuant to this Agreement and Verizon's applicable ILEC Product Guide, for the service period stated in the Exhibit or Addendum applicable to such Service (the "Service PeriodD). This Agreement and any Exhibit hereto shall become effective when executed by an authorized Verizon representative and an authorized representative of Customer (the "Effective Date"). Under no circumstances may Customer resell the Services being provided under the rates, terms and conditions of this Agreement. Each Verizon entity contracting under this Agreement is responsible only for the performance of the Services it is providing as set out in each Exhibit hereto and is not responsible for the performance of any other entity's obligations under this Agreement. Customer Consent to Use of Customer Proprietary Network Information (CPNI). Verizon acknowledges that it has a duty, and Customer has a right, under federal and/or state law to protect the confidentiality of Customer's CPNI. CPNI includes information relating to the quantity, technical configuration, type, destination, location, and amount of use of the telecommunications and interconnected voice over Internet Protocol services Customer purchases from Verizon, as well as related local and toll billing information, made available to Verizon solely by virtue of Customer's relationship with Verizon. With Customer consent, Verizon may share Customer CPNI and other Confidential Information among its affiliates, including Verizon Wireless, and with agents and partners, so that all may use this information to offer Customer the full range of products and services offered by Verizon and its affiliates, including local, long distance, wireless, and Intemet services (see www.verizon.com for a description of Verizon companies and services). By signing this Agreement, Customer consents to Verizon using and disclosing Customer CPNI as described above. Customer may refuse CPNI consent by signing this Agreement and by notifying Verizon in writing at coni-notices@verizonwireless.com and coni- noticestmverizonbusiness.com of Customer's decision to withhold Customer's consent. Customer's consent or refusal to consent will remain valid until Customer otherwise advises Verizon, and in either case, will not affect Verizon's provision of service to Customer. ILEC Product Guide. Verizon's provision of the Services hereunder shall be governed by Verizon's Incumbent Local Exchange Carrier Product Guide (located at httD:/Iwww.verizon.com/tariffs) (''!lEC Product Guide") and this Agreement. The ILEC Product Guide is incorporated into the Agreement by this reference. In the event of a conflict between the terms and conditions of the ILEC Product Guide and this Agreement, the terms and conditions of this Agreement shall prevail. With respect to the documents of the Agreement, the terms and conditions of the Service Exhibit shall have the highest order of precedence. Verizon may modify the ILEC Product Guide at any time and such modifications will become binding on Customer as further described below. To the extent such changes are material (and other than changes related to governmental charges or any applicable taxes), Verizon shall notify Customer of such changes via a bill insert, as a message on Customer's bill, in a separatemailing.by email or by any other reasonable method atVerizon'sdiscretion. Such changes will become effective no sooner than thirty (30) days after such notice is provided. In the event such changes materially and adversely affect Customer, Customer may terminate the affected Service without the application of termination liability by providing Verizon immediate written notice of Customer's request to terminate, unless within (30) thirty days after receipt of Customer's termination notice Verizon agrees to revise the change in such a manner as to remove the material adverse effect on Customer. Customer shall remain responsible for the payment for Services rendered until the effective date of the termination. Customer's continued use of the Service after the material change becomes effective constitutes Customer's acceptance of the change. Customer Responsibilities. Customer agrees to provide Verizon with any access and support necessary for the implementation, maintenance and provision of the Services requested hereunder. Customer is responsible for taking all steps necessary to interconnect the Services at Customer's location(s) including ensuring proper interconnection with the facilities and equipment provided by Verizon, paying all costs associated with interconnection, securing any necessary licenses, right of ways and permits and providing proper space, electrical power, heating, ventilation and cooling. Verizon shall not be liable for any damages or losses caused by the failure Ica Case No. 2010-529675 -10f11- VERIZON CONFIDENTIAL VZ Generated By: TJA 1/9/12 m VZ Approved To Fonn: TJA 1/9/12 2012-21 '). , . of equipment, inside wire or other facilities provided by Customer or a third party, and Customer shall be liable if such facilities cause damage to Verizon, its network, customers, equipment and/or Verizon's providers. Customer is solely responsible for the selection, implementation and maintenance of security features for protection against unauthorized or fraudulent use of the Service(s) and Verizon shall have no liability therefore. Charges and Payment. Customer will pay the rates and charges set forth in the attached Exhibit(s) and in any Addendum made a part hereof, which shall be fixed during the Service Period, and shall also pay all applicable taxes, fees, and other applicable charges, including Federal End User Common Line Charges, charged pursuant to applicable law or regulations in connection with the Services. Taxes, fees and/or surcharges are subject to change without notice to Customer, except as may be required by law. Except as otherwise provided in the Agreement, if Customer cancels or terminates this Agreement or any Services prior to expiration of the Service Period, Customer will promptly pay to Verizon termination charges as set forth in the applicable Exhibit(s) and Addendum(a). Verizon shall invoice Customer monthly and payment will be due Net 30 days from the invoice date. Undisputed charges paid after the due date may be subject to late payment charges as set out in the ILEC Product Guide until Customer's account is current. Any back billing limitations otherwise applicable to the Services pursuant to the ILEC Product Guide shall not apply to the Services under this Agreement. Unauthorized Use. Verizon shall not be liable for any damages, including charges for Services that Customer may incur as a result of the unauthorized use or misuse of the Services by Customer, Customer's employees, third parties or other members of the public. Customer shall remain responsible for such charges. Indemnification. Customer agrees to defend, indemnify and hold Verizon, its employees, affiliates and agents, harmless from any and all losses, claims, demands, expenses (including reasonable attorney's fees), or any liability whatsoever, arising from any use of the Services by Customer or by person or entity permitted by Customer to use the Services, including without limitation, liability resulting from the content of communication such as defamation, fraud or invasion of privacy, or any combination of the Services with other products or services not provided by Verizon, any modification of the Services or any infringement of intellectual property. Warranty Disclaimer. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THE ILEC PRODUCT GUIDE, VERIZON DISCLAIMS ANY AND ALL REPRESENTATIONS AND WARRANTIES, EXPRESS, IMPLIED OR ARISING BY COURSE OF PERFORMANCE, DEALING, CUSTOM OR TRADE USAGE, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE (EVEN IF VERIZON KNEW OR SHOULD HAVE KNOW SUCH PURPOSE) AND NON-INFRINGEMENT. CUSTOMER AGREES THAT THE SERVICES PROVIDED HEREUNDER ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. VERIZON DOES NOT WARRANT THAT THE SERVICES WILL MEET CUSTOMER'S NEEDS, OR WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE. Limitation of Liability. EXCEPT FOR DAMAGES RESULTING FROM UNAUTHORIZED OR ILLEGAL USE OF THE SERVICE BY CUSTOMER, ITS EMPLOYEES, AGENTS, SUBCONTRACTORS OR OTHER THIRD PARTIES, NEITHER PARTY (NOR ITS SUPPLIERS OR AFFILIATES) SHALL BE LIABLE TO THE OTHER PARTY FOR PUNITIVE, SPECIAL, CONSEQUENTIAL, INCIDENTAL, OR INDIRECT DAMAGES INCLUDING WITHOUT LIMITATION, LOSS OF BUSINESS PROFITS, OR OTHER COMMERCIAL OR ECONOMIC LOSS ARISING IN CONNECTION WITH THE SERVICES, EVEN IF THE PARTY KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. EITHER PARTY'S MAXIMUM TOTAL LIABILITY TO THE OTHER PARTY IN CONNECTION WITH THE SERVICES, FOR ANY AND ALL CAUSES OF ACTION AND CLAIMS, SHALL BE: (A) FOR DAMAGES DUE TO FAILURES OR DISRUPTION IN THE SERVICES CAUSED BY THE PARTY'S NEGLIGENCE OR BREACH OF OBLIGATIONS UNDER THE AGREEMENT, INCLUDING THE ILEC PRODUCT GUIDE, THE CHARGES FOR THE AFFECTED SERVICES FOR THE PERIOD OF THE FAILURE; (B) FOR DAMAGES TO REAL OR TANGIBLE PERSONAL PROPERTY OR BODILY INJURY OR DEATH TO ANY PERSON PROXIMATELY CAUSED BY THE PARTY'S NEGLIGENCE, THE AMOUNT OF DIRECT DAMAGES PROVEN; (C) FOR INDEMNITY, THE REMEDIES SET FORTH IN THE SECTION ABOVE TITLED INDEMNIFICATION; (D) FOR ANY DAMAGES ARISING OUT OF THE WILLFUL OR INTENTIONAL MISCONDUCT OF THE PARTY, THE AMOUNT OF DIRECT DAMAGES PROVEN; ICB Case No. 2010-529675 - 2 of 11 - VERIZON CONFIDENTIAL VZ Generated By: TJA 1/9/12 /1\iif\ VZ Approved To Form: TJA 1/9/12 2012-21 , . (E) FOR ALL OTHER DAMAGES NOT SET FORTH ABOVE AND NOT EXCLUDED UNDER THE AGREEMENT, INCLUDING THE ILEC PRODUCT GUIDE, EACH PARTY'S MAXIMUM LIABILITY DURING ANY TWELVE MONTH PERIOD SHALL BE LIMITED TO THE LESSER OF (i) DIRECT DAMAGES PROVEN, OR (ii) THE AMOUNT PAID BY CUSTOMER TO VERIZON UNDER THE AGREEMENT, INCLUDING THE ILEC PRODUCT GUIDE, FOR THE ONE MONTH PERIOD PRIOR TO ACCRUAL OF THE MOST RECENT CAUSE OF ACTION. NOTHING IN THIS SECTION SHALL LIMIT CUSTOMER'S LIABILITY TO VERIZON FOR ANY AND ALL CHARGES INCURRED FOR SERVICES. Termination of Services. Verizon may discontinue or limit. use of the Services by Customer for non-payment, non-compliance with Verizon's rules of use, fraudulent use, and other conditions as provided in the Verizon California Inc. General Exchange Tariff, Schedule D&R, Rule No. 11, as incorporated herein. Termination of the Services, for any cause, shall not release Customer from any liability which at the time of termination had already accrued to Customer or which thereafter accrues for any act or omission occurring prior to the termination or from an obligation which, by its nature, survives termination. Performance Excused. No liability, including but not limited to refund of Service charges, shall result from Service failures caused by fires, floods, severe weather, acts of government or third parties, strikes, labor disputes, inability to obtain necessary equipment or services, or other causes beyond such party's reasonable control. Notices. Notices under this Agreement shall be sent by first-class U.S. mail, postage prepaid, to Customer at the address specified above, and to Verizon at Verizon Business, Attn: Customer Service, 6415 Business Center Drive, Highlands Ranch, CO 80130, Email: notice~verizonbusiness.com with a copy to Verizon Business Services, 22001 Loudoun County Pkwy, Ashburn, VA 20147, Attn: Vice President Legal. Notices shall be deemed effective five business days after such mailing. Miscellaneous (a) Neither party will disclose the terms of this Agreement to any other person without the prior written consent of the other party, except as may be necessary to comply with applicable law, regulation, or filing requirements. Either party may issue or permit issuance of a press release or other public statement concerning this Agreement provided its contents have been reviewed and agreed upon by the parties. (b) In the event of a claim or dispute, the law and regulations of the jurisdiction in which Verizon provides to Customer the particular Service that is the subject of such claim or dispute shall apply. This Agreement and its provisions shall not be construed or interpreted for or against any party hereto because that party drafted or caused that party's legal representative to draft any of its provisions. (c) Either party's failure to enforce any of the provisions of the ILEC Product Guide or the Agreement or to exercise any right or option is not a waiver of any such provision, right or option, and shall not affect the validity of the ILEC Product Guide or the Agreement. If any provision of the ILEC Product Guide or this Agreement or the provision of any Service under the terms hereof is illegal, invalid, or otherwise prohibited under applicable law or regulation in any State or jurisdiction, then the ILEC Product Guide and this Agreement shall be construed as if not containing such provision or requiring the provision of such invalid, illegal, prohibited, or unapproved Service in such State or jurisdiction, and the remaining terms and conditions of the ILEC Product Guide and the Agreement shall continue to apply as necessary to reflect the original intention of the parties. (d) Verizon may assign or transfer part or all of this Agreement to any affiliate or successor to substantially all of its assets in the locations where Service is provided hereunder. Upon reasonable prior written notice to Verizon, Customer may assign or transfer this Agreement to any company that is the successor to substantially all of its assets, provided all charges for Services provided prior to such transfer or assignment are paid in full when due. Except as otherwise required by applicable law or regulation, all other attempted assignments shall be void without the prior written consent of the other party. (e) Services are offered in locations where made available by Verizon in its sole discretion. (f) The terms and conditions contained on a Customer purchase order document (whether signed by one or both parties) shall not serve to modify the terms and conditions of this Agreement. Ica Case No. 2010-529675 -30f11- VERIZON CONFIDENTIAL VZ Generated By: TJA 1/9/12 m VZ Approved To Fonn: TJA 119/12 2012-21 ; - I The ILEC Product Guide, and this Agreement (including the Exhibits attached hereto and any Addenda made a part hereof) constitute the entire agreement between the parties with respect to the Services and shall supersede all prior oral or written quotations, communications, negotiations, representations, understandings or agreements made by or to any employee, officer, or agent of any party on the subject matter hereof. This Agreement may not be modified or rescinded except by a writing signed by authorized representatives of each party. AGREED AND ACCEPTED: By Name/title Date APPROVED AS TO FORM: James F. Penman, City Attorney ICB Case No. 2010-529675 -40f11- VERIZON CONFIDENTIAL By NameITitle 2"1: Dale 4 !L~ Anthony Recine Vice President VZ Generated By: TJA 119/12 1m VZ Approved To Fonn: TJA 1/9/12 Routing Code: 5V Exhibit A Verizon Company Name: Verizon California Inc. (referred to in this Exhibit as "Verizon") State: California Customer name: City of San Bernardino CSO Case No.: CSS-2011 Customer must sign and date this Agreement on or before January 23, 2012, or the proposed Service arrangement and pricing will no longer be available. 1. Services and Quantity Commitments. Customer agrees to purchase the following Services from Verizon at the rates set forth below, which will be fixed during the Service Period and in quantities set forth below for the Service Period identified below. Any other work, services or facilities required will be provided subject to Verizon's standard rates and charges as set out in the applicable ILEC Product Guide, or under a separate contract arrangement or formal amendment to the Agreement. Customer shall provide to Verizon at each Customer location a suitable and secure environment for placement of the facilities and equipment to be used by Verizon to provide such Service. Such environment shall include, but not be limited to, the requisite conduit and cabling, and, as required by Verizon for particular Services, an uninterruptible power supply. Verizon shall provide IntraLATA Toll Service to Customer pursuant to this Agreement at the following rates, terms and conditions: Location of IntraLATA Toll Service: IntraLATA Toll Service shall be provided to Customer's Designated Locations in California set out in Attachment 1 to Exhibit A. Customer may add Customer Locations for IntraLATA Toll Service during the term of this Agreement, provided that such other Customer Locations are within Verizon's incumbent local exchange carrier franchise service territory. Description of IntraLATA Toll Service: This Agreement covers all calls originating on the lines at the locations and under the billing telephone numbers (BTNs) of the Customer included in Attachment 1 to Exhibit A on either a(n) (a) direct dialed or (b) operator assisted basis. For purposes of this Agreement, direct dialed calls shall include those dialed on a 1 + or 0+ basis and operator- assisted calls shall include those dialed on a 0- basis. Wide Area Telephone Service (WATS), mobile service, Verizon pay station, residential, lines with Handicap discount, Zone Usage Measurement (ZUM) Zone 3, and Local Usage Zones 1 and 2 are not applicable under this Agreement. Credit or calling card calls (0+) must be placed using a Verizon calling or credit card. Operator assisted calls (0-, third number billed or collect) shall be only those calls billed to a line or BTN set forth in Attachment 1 to Exhibit A. Operator surcharges (0+, 0-, third number billed and collect calls) shall not be waived or discounted under this Agreement. For purposes of meeting the annual minimum set forth below, the minutes of use for Verizon Business Line 800 calls terminating to a line number or BTN set forth in Attachment 1 to Exhibit A (or such other locations added for IntraLATA Toll Service as allowed in this Exhibit A) shall be included. However, Verizon Business Line 800 minutes shall be charged for at the rates published in the ILEC Product Guide. All calls shall originate within one of the Local Access and Transport Areas ("LA T As") or Market Serving Areas ("MSAs") within the State of California, and terminate within the same LATA or MSA. BTNs and Verizon usage covered by this Exhibit A are not eligible for other Verizon discount plans or promotional discounts. ICB Case No. 2010-529675 - 5 of 11 - VERIZON CONFIDENTIAL VZ Generated By: TJA 1/9/12 m VZ Approved To Form: TJA 1/9/12 IntraLATA Toll Carrier Selection: Customer is responsible for taking any necessary action to select Verizon as its IntraLATA Toll carrier for all lines Customer wants covered under this Agreement. If Customer has not selected Verizon as its IntraLATA Toll carrier, all such calls will be handled by Customer's selected carrier at the carrier's prevailing rates and charges, the rates and benefits of this Agreement will not be available for such calls, and Verizon cannot apply the call usage toward the Customer's annual minimum minutes commitment set out in this Agreement. 2. Rates and Charges. The following rates apply to minutes of use covered under this Agreement, as set forth above: Day/Evening/Night Rate: Initial 18 Seconds $0.0114 Each Additional Six Seconds $ 0.0038 The above charges do not include Federally mandated end user common line charges, any applicable local, state, or federal governmental or regulatory charges, fees, taxes, surcharges, or other ILEC Product Guide charges. 3. Minimum Commitment. This Agreement shall be for a minimum amount of five thousand (5,000) minutes of use per Contract Year ("Minimum Minutes"). All minutes of use associated with calls, as set forth above shall apply towards the Customer's total Minimum Minutes. A Contract Year shall be the three hundred and sixty-five (365) day period beginning with the in-service date, as set forth below, and ending the day prior to the anniversary of the in-service date. 4. Shortfall and Termination Liability. a. At the end of each Contract Year, Verizon shall determine the total number of minutes actually billed to the Customer for that year ("Actual Minutes"). If the Actual Minutes are less than the Minimum Minutes, Verizon shall determine the difference by subtracting Actual Minutes from Minimum Minutes. This difference will then be multiplied by $0.038 and billed to the Customer in addition to charges billed to Customer based on Actual Minutes. b. If for any reason the Customer terminates or discontinues the Service prior to the expiration of the Term Period (including Optional Renewal Term(s), if applicable), at the time of discontinuance or termination of Service, Customer shall be charged the difference between the Actual Minutes billed and the Minimum Minutes commitment for the year of termination, plus forty percent (40%) of the annual Minimum Minutes commitment for each additional year of the term remaining unfulfilled. If Customer terminates this Agreement subsequent to the execution of this Agreement by the Parties but prior to the in-service date, Customer shall pay to Verizon all costs incurred by Verizon for contract and service preparation. c. Contract year-end adjustments, charges or credits, shall be separately billed to Customer and shall be payable within thirty (30) calendar days of the date shown on the bill. 5. Service or Term Period. Customer shall purchase such Services for a period of thirty-six (36) consecutive months from the in-service date. The in-service date shall be January 24, 2012, the date following the expiration date of Customer's current agreement for the Services, provided that this Agreement is fully executed and effective as of that date. If the Agreement is not fully executed by January 24, 2012, the in-service date shall be the date, after the Effective Date defined above, on which Verizon's provisioning has been completed and the Service is available for Customer's use. The Parties agree that this Agreement may be extended for up to two (2) additional one (1) year term period (Optional Renewal Term) following the conclusion of the Initial Term Period provided Customer provides Verizon with written notice of its intent to exercise the Optional Renewal Term at least thirty (30) business days prior to the expiration of the then current Term Period. 6. Additional Provisions a. Conditions. The parties acknowledge that the rates and other terms of this Agreement are premised on Customer's commitments, unique network design requirements, and Customer's service mix, usage patterns and concentration, and other characteristics. b. Service Continuation. (i) If, at the time of expiration of the Service Period (including Optional Renewal Term(s), if applicable), a new agreement with Verizon for the Services is not effective as defined above and Customer has not requested, in writing, disconnection of the Services, then the Services will continue to be provided under the terms and conditions of this Agreement for the shortest term period available under the ILEC ICB Case No. 2010-529675 - 6 of 11 - VERIZON CONFIDENTIAL VZ Generated By: TJA 1/9/12 m VZ Approved To Form: TJA 1/9/12 <' '._e"'"""',,,,.~<e;>;~...._'~__'_'1I"~~.~__;""'''"''''''~'''''''''''''''''''_''''"-_".....'_"_f"",',,,..,~." E Product Guide for the Service, and Customer shall be subject to any applicable termination liability associated with such term period unless Customer terminates the Service within sixty (60) days of the end of the Service Period hereunder (the "Extended Service Period"). (ii) If Customer indicates to Verizon in writing that it desires to negotiate a new contract to continue or replace the Services provided for herein, this Agreement shall automatically be extended for a period not to exceed 60 days from the end of the initial Service Period to allow the parties to finalize a new agreement. Written notice must be provided by Customer at least 30 days prior to the end of the initial Service Period. For purposes of this paragraph only, written notice may be by facsimile or electronic mail. c. Facilities. Additional charges may be required if suitable facilities are not available to provide Services at any locations, or if any additional work, services, or quantities of Services are provided. In the event installation of additional network facilities is required to provide Services, Verizon will inform Customer of such applicable charges, and Verizon will install such facilities and provide such Services only upon mutual written agreement of the parties to such additional facility charges. If Customer does not agree to pay such additional charges, then Verizon will be excused from providing the affected Service. If no Service can be provided, then this Agreement will be subject to termination by Verizon without application of the termination charges described above. ICB Case No. 2010-529675 - 7 of 11 - VERIZON CONFIDENTIAL VZ Generated By: TJA 1/9/12 m VZ Approved To Fonn: TJA 1/9/12 Exhibit B Routing Code: 5V Verizon Company Name: Verizon California Inc. (referred to in this Exhibit as "Verizon") State: California Customer name: City of San Bernardino CSO Case No.: CSS-2011 Customer must sign and date this Agreement on or before January 23. 2012, or the proposed Service arrangement and pricing will no longer be available. Verizon shall provide CentraNet@ and CentraNet@ Voicemail Box Service(s) to Customer pursuant to this Agreement at the following rates, terms and conditions: Description of CentraNet@ and CentraNet@ Voicemail Box Service(s): CentraNet@ Service is an arrangement whereby certain basic and optional features are provided from central office switching equipment located on Verizon's property. Customer must maintain a minimum of two (2) CentraNet@ Service lines for each customer group location per serving Verizon central office. A CentraNet@ station line cannot be used in lieu of a 010-000 trunk or PBX trunk. CentraNet@ Voicemail Box Service is a communication system located in a Verizon central office allowing users to have calls answered when their line is busy or not answered. They can then retrieve messages from anywhere and process by saving, forward to another Verizon voicemail user, or erasing. Location of CentraNet@ and CentraNet@ Voicemail Box Service(s): CentraNet@ and CentraNet@ Voicemail Box Services shall be provided at the Billing Telephone Numbers (BTNs) and locations identified in Attachment 1 to Exhibit B. Customer may add Customer Locations for CentraNet@ and CentraNet@ Voicemail Box Service(s) during the term of this Agreement, provided that such other Customer Locations are within Verizon's incumbent local exchange franchise service territory. 1. Charges: A. Monthlv Recurrina Charaes (MRC): For Customer Locations in the fGTE Local Exchange Service Areas (Company Code: GTCA) Initial Order Quantitv 107 107 o o o Monthlv Recurrina Charae Items CENTRANET@ LINE FEATURE PAK 1000 FEATURE PAK 2000 FEATURE PAK 3000 CENTRANET@ VOICEMAIL BOX Per Line Charae $3.65 $0.50 $2.20 $2.80 $3.15 For Customer Locations in the fContel Local Exchange Service Areas (Company Code: CTCA) Initial Order Quantitv o o o o o Monthlv Recurrina Charae Items CENTRANET@ LINE FEATURE PAK 1000 FEATURE PAK 2000 FEATURE PAK 3000 CENTRANET@ VOICEMAIL BOX Per Line Charae $6.10 $0.50 $2.20 $2.80 $3.15 See Appendix 1 for a listing of the exchanges located in the fGTE and fContel Local Exchange Service Areas. ICB Case No. 2010-529675 VERIZON CONFIDENTIAL - 8 of 11 - VZ Generated By: TJA 1/9/12 m VZ Approved To Fonn: TJA 1/9/12 The above charges do not include Federally mandated end user common line charges (EUCL), any applicable local, state, or federal governmental or regulatory charges, fees, taxes, surcharges, or other ILEC Product Guide charges. For Service in the fGTE Local Exchange Service Areas, the EUCL in the Verizon Telephone Companies Tariff FCC No. 14, Section 13 will be applied. For Service in the fContel Local Exchange Service Areas, the EUCL in the Verizon Telephone Companies Tariff FCC No. 16, Section 4 will be applied. Charges for any other additional CentraNet@ and/or CentraNet@ Voicemail features ordered by Customer are taken from Verizon's ILEC Product Guide, and are subject to change. B. Non-Recurrina Charaes (NRC):Rates for initial installation, moves, and changes, including line additions will be assessed from the applicable ILEC Product Guide. C. Basic Termination Liability Charaes (BTL). If for any reason Customer terminates or discontinues the Service prior to the expiration of the Term Period (including Optional Renewal Term(s), if applicable), at the time of discontinuance or termination, Customer shall pay twenty-five percent (25%) of the rates and charges, set forth above, for the Initial Order Quantities set forth for the remaining life of the contract. If Customer terminates this Agreement subsequent to the execution of this Agreement by the Parties but prior to the in- service date, Customer shall pay to Verizon all costs incurred by Verizon for contract and service preparation. 2. Service or Term Period. Customer shall purchase such Services for a period of thirty-six (36) consecutive months from the in-service date. The in-service date shall be January 24, 2012, the date following the expiration date of Customer's current agreement for the Services, provided that this Agreement is fully executed and effective as of that date. If the Agreement is not fully executed by January 24, 2012, the in-service date shall be the date, after the Effective Date defined above, on which Verizon's provisioning has been completed and the Service is available for Customer's use. The Parties agree that this Agreement may be extended for up to two (2) additional one (1) year term period (Optional Renewal Term) following the conclusion of the Initial Term Period provided Customer provides Verizon with written notice of its intent to exercise the Optional Renewal Term at least thirty (30) business days prior to the expiration of the then current Term Period. 3. Additional Provisions a. Conditions. The parties acknowledge that the rates and other terms of this Agreement are premised on Customer's commitments, unique network design requirements, and Customer's service mix, usage patterns and concentration, and other characteristics. b. Service Continuation. (i) If, at the time of expiration of the Service Period (including Optional Renewal Term(s), if applicable), a new agreement with Verizon for the Services is not effective as defined above and Customer has not requested, in writing, disconnection of the Services, then the Services will continue to be provided under the terms and conditions of this Agreement for the shortest term period available under the ILEC Product Guide for the Service, and Customer shall be subject to any applicable termination liability associated with such term period unless Customer terminates the Service within sixty (60) days of the end of the Service Period hereunder (the "Extended Service Period"). (ii) If Customer indicates to Verizon in writing that it desires to negotiate a new contract to continue or replace the Services provided for herein, this Agreement shall automatically be extended for a period not to exceed 60 days from the end of the initial Service Period to allow the parties to finalize a new agreement. Written notice must be provided by Customer at least 30 days prior to the end of the initial Service Period. For purposes of this paragraph only, written notice may be by facsimile or electronic mail. c. Facilities. Additional charges may be required if suitable facilities are not available to provide Services at any locations, or if any additional work, services, or quantities of Services are provided. In the event installation of additional network facilities is required to provide Services, Verizon will inform Customer of such applicable charges, and Verizon will install such facilities and provide such Services only upon mutual written agreement of the parties to such additional facility charges. If Customer does not agree to pay such additional charges, then Verizon will be excused from providing the affected Service. If no Service can be provided, then this Agreement will be subject to termination by Verizon without application of the termination charges described above. ICB Case No. 2010-529675 - 9 of 11 - VERIZON CONFIDENTIAL VZ Generated By: TJA 1/9/12 m VZ Approved To Form: TJA 1/9/12 . """''''..,,,,.~.....",,,,,+~~ _~_.,,;o,,-. .""~"~.j~~j~;,,,,,,,,,,~,,,,,,,,,,,,,,,,,~,~"'"~"'''f'i~Y'*'''';''''~~~''''_'!lt<c''_...","10.~._,' ',)J!jl1CIlll Location Name SAN BERNARDINO CITY SBDO CITY POLICE SBDO CITY POLICE SBDO CITY POLICE SBDO CITY POLICE SBDO CITY POLICE CITY OF SAN BERNARDINO SN BERNARDINO POLICE DEPT SBDO CITY HALL SBDO CITY HALL CITY OF SAN BERNARDINO CITY OF SAN BERNARDINO CITY OF SAN BERNARDINO CITY OF SAN BERNARDINO CITY OF SAN BERNARDINO CITY OF SAN BERNARDINO SBDO CITY HALL SBDO CITY HALL SBDO CITY HALL SBDO CITY HALL SBDO CITY HALL SBDO CITY HALL SBDO CITY HALL SBDO CITY HALL SBDO CITY HALL SBDO CITY HALL CITY OF SAN BERNARDINO CITY OF SAN BERNARDINO CITY OF SAN BERNARDINO CITY OF SAN BERNARDINO SBDO CITY HALL CITY OF SAN BERNARDINO SBDO CITY HALL SBDO CITY HALL SBDO CITY HALL CITY OF SAN BERNARDINO CITY OF SAN BERNARDINO SBDO SBDO CTY OF CITY OF SAN BERNARDINO CITY OF SAN BERNARDINO CITY OF SAN BERNARDINO ICB Case No. 2010-529675 VERIZON CONFIDENTIAL Attachment 1 to Exhibits A and B Service Address 710 N. 0 ST SAN BERNARDINO 710 N. 0 ST SAN BERNARDINO 710 N. 0 ST SAN BERNARDINO 710 N. 0 ST SAN BERNARDINO 710 N. 0 ST SAN BERNARDINO 710 N. 0 ST SAN BERNARDINO 1367 N. CALIFORNIA ST SAN BERNARDINO 2121 N. MEDICAL CENTER DR SAN BERNARDINO 2641 N. EST SAN BERNARDINO 1640 W. KENDALL DR SAN BERNARDINO 1201 W. 9TH ST SAN BERNARDINO 1920 DEL ROSA AV SN BERNARDINO 282 W. 40TH ST SAN BERNARDINO 3398 E. HIGHLAND AV SN BERNARDINO 202 N. MERIDIAN AV SN BERNARDINO 502 S. ARROWHEAD AVE SAN BERNARDINO 1466 W. MARSHALL BL SN BERNARDINO 2969 N. FLORES ST SAN BERNARDINO 2969 N. FLORES ST SAN BERNARDINO 780 E. 21ST ST SAN BERNARDINO 222 N. LUGO AV SN BERNARDINO 1717 W. 5TH ST SAN BERNARDINO 503 E. CENTERAL AVE SAN BERNARDINO 503 E. CENTERAL AVE SAN BERNARDINO 380 S. K ST SAN BERNARDINO 8088 PALM LN SAN BERNARDINO 1505 W. HIGHLAND AV SN BERNARDINO 600 W. 5TH ST SAN BERNARDINO 450 E. VANDERBILT WY SN BERNARDINO 780 E. 21ST ST SAN BERNARDINO 342 N. E ST SAN BERNARDINO 240 S. MOUNTAIN VIEW AV SN BERNARDINO 200 E. 3RD ST SAN BERNARDINO 247 E. 7TH ST SAN BERNARDINO 333 CHANDLER PL SAN BERNARDINO 334 W. BASE LINE ST SAN BERNARDINO 665 N. E ST SAN BERNARDINO 195 N. 0 ST SAN BERNARDINO 399 CHANDLER PL SAN BERNARDINO 211 E. 9TH ST SAN BERNARDINO 204 INLAND CENTER MALL SAN BERNARDINO 195 N. 0 ST SAN BERNARDINO - 1 0 of 11 - BTN 909 383-5311 909 383-5312 909 383-5313 909 383-5314 909 383-5315 909 383-5316 909 383-7255 909 384-5400 909 384-5401 909 384-5403 909 384-5405 909 384-5406 909 384-5407 909 384-5408 909 384-5409 909 384-541 0 909 384-5416 909 384-5417 909 384-5417 909 384-5419 909 384-5420 909384-5421 909 384-5422 909 384-5422 909 384-5424 909 384-5426 909 384-5428 909 384-5430 909 384-5432 909 384-5436 909 384-5445 909 384-5446 909 384-5470 909 384-5482 909 384-5483 909 384-5494 909 384-5496 909 384-5497 909 384-5498 909 885-6484 909885-7535 909 889-2239 VZ Generated By: TJA 1/9/12 m VZ Approved To Fonn: TJA 1/9/12 Appendix 1 - fGTE and fContel Exchange List Exchanges within the fGTE Local Serving Areas Alamitos Anza DA Arrowhead Azusa-Glendora Badger Banning-Beaumont Calimesa Camarillo Carpinteria Chino Claremont-San San Dimas Conejo Covina-Baldwin Baldwin Park Crestline Desert Center Desert Hot Springs Diamond Bar Downey Dunlap Eagle Mountain EI Rio Elsinore Etiwanda Fowler Gaviota Granada Hills DA Grant Grove Guadalupe Hemet - Hemet DA Hi Vista Homeland DA Homestead Valley Huntington Beach Idyllwild Indio Joshua Tree Kenwood La Habra La Puente Laguna Beach Lake Hughes Lakeview - Nuevo Lakewood Lancaster Lindsay Lompoc Long Beach Los Alamos Los Gatos Malibu Mar Vista DA Exchanges within the fContel Local Serving Areas Adelanto DA Alpaugh Apple Valley DA Barstow - Barstow DA Benton Station Berrenda Mesa Big Bear City Big Bear Lake Big Pine Bishop Boron Bridgeport Buttonwillow California City California Hot Springs Cazadero Clements Colfax - Colfax DA Corcoran Covelo ICB Case No. 2010-529675 VERIZON CONFIDENTIAL Crowley Lake Cuyama Dos Palos EI Mirage Exeter Farmington Fort Irwin Garberville Gilroy Glennville Hayfork Hesperia DA Hoopa Independence Inyokern June Lake Kernville Knights Landing Lake Isabella Laytonville - Lee Vining Leggett - 11 of 11 - Marshall Mentone Miramonte - Pinehurst Monrovia Moreno Morgan Hill Morongo Valley Murrieta Newbury Park Norwalk Novato Ontario Oxnard Pacoima DA Palm Desert Palm Springs Perris Pico Rivera Pinyon Point Mugu Pomona Redlands Redondo Reedley Sage DA Salton City Lemon Cove Lenwood Linden Lone Pine Lost Hills Lucerne Valley Mad River Mammoth Lakes Manteca McFarland McKittrick Newberry Olancha Orleans Parkfield Phelan DA Piercy Pine Creek Randsburg Ridgecrest Ripon Robbins San Bernardino San Fernando - San Fernando D.A. San Gabriel Canyon San Jacinto DA Santa Barbara Santa Maria Santa Monica- Santa Monica DA Santa Paula Santa Ynez Sepulveda DA Sierra Madre Somis Squaw Valley Sun City Sunland - Tujunga Temecula Thousand Oaks Twentynine Palms Upland West Los Angeles Westminster Whittier Yucca Valley Running Springs San Joaquin San Miguel Sanger Sea Ranch DA Sherwood Ranch DA Snelling Summit Valley Taft Timbercove - Tivy Valley Trona Victorville - Victorville DA Weaverville Weimar DA Weldon Whitethorn Willow Creek Wrightwood - Yermo DA VZ Generated By: TJA 1/9/12 m VZ Approved To Fonn: TJA 1/9/12