11
May 9, 2013 Service Contract: SC13-03 Ms. Kathy Williams Administrator, Regulatory Operations Oregon Public Utility Commission 550 Capitol Street N.E., Suite 215 Salem, OR 97301-2551 Fax (503) 373-7752 RE: Frontier Communications Northwest Inc. – Contract Dear Ms. Williams: Frontier Communications Northwest Inc. (Frontier) hereby submits for filing a new customer specific contract that provides DID and PRI service for a term of 5 years. The cost support as well as any information regarding the customer is considered confidential. Please return stamped copy of contract to: Frontier Communications Linda Saldaña 9260 E. Stockton Blvd. Elk Grove, CA 95624 Any questions or notifications of action taken on this tariff filing should be directed to me at (503) 629-2459 or [email protected] . Sincerely, Renee M. Willer Manager, State Government & Regulatory Affairs RMW:lms Enclosures Frontier Communications Northwest Inc. 20575 NW Von Neumann Dr. Suite 150 Beaverton, OR 97006

Service Contract: SC13-03 Ms. Kathy Williams Oregon Public ...Elk Grove, CA 95624 ... Service Term and billing for the Service, wilt begin upon the earlier of (I) Customer’s use

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Page 1: Service Contract: SC13-03 Ms. Kathy Williams Oregon Public ...Elk Grove, CA 95624 ... Service Term and billing for the Service, wilt begin upon the earlier of (I) Customer’s use

May 9, 2013 Service Contract: SC13-03 Ms. Kathy Williams Administrator, Regulatory Operations Oregon Public Utility Commission 550 Capitol Street N.E., Suite 215 Salem, OR 97301-2551 Fax (503) 373-7752 RE: Frontier Communications Northwest Inc. – Contract Dear Ms. Williams: Frontier Communications Northwest Inc. (Frontier) hereby submits for filing a new customer specific contract that provides DID and PRI service for a term of 5 years. The cost support as well as any information regarding the customer is considered confidential. Please return stamped copy of contract to: Frontier Communications Linda Saldaña 9260 E. Stockton Blvd. Elk Grove, CA 95624 Any questions or notifications of action taken on this tariff filing should be directed to me at (503) 629-2459 or [email protected]. Sincerely,

Renee M. Willer Manager, State Government & Regulatory Affairs RMW:lms Enclosures

Frontier Communications Northwest Inc. 20575 NW Von Neumann Dr. Suite 150 Beaverton, OR 97006

Page 2: Service Contract: SC13-03 Ms. Kathy Williams Oregon Public ...Elk Grove, CA 95624 ... Service Term and billing for the Service, wilt begin upon the earlier of (I) Customer’s use

Iffer

Communicillons

FRONTIER SERVICES AGREEMENT

This Agreement Is made this 25 day 01Apr11, 2013, (EffecIive Dale’) by and between Frontier Communications of America, Inc. on

behalf of the incumbent local exthange carrier and service affiliates which provide services to the c&istor{er service addresses Identified

1. ProvIsion of Services and Equipment

a. Frontier wiP provide and the Customer agrees to purchasecommunications services, maintenance and installation services(collectively 4Services’), and laase or purchase equipment(‘Equipment’), as further described in this Agreement and!or in (hoSchedules Issued by FroniTer and executed by Customer. EachSchedule Is Incorporated herein by reference and made a part hereot

b. Customer acimowledges that certain Services may beregulated and governed by tariff or price schedule filed with theFederal Communications Commission andlor the state public utilitiescommTssion. In the event of any inconsistencies between thisAgreement and an applicable Lariff, ‘the tariff shall control except withrespect to pricing, termination charges or cancellation charges forwhich this Agreement shall control.

o. Frontier will provide, maintain and repair the Frontier ownedfacilities and equipment used to provide the Services, up to andIncluding the point at which the facilities and equipment are madeavailable for Interconnection to Customer’s premises equipment orInside wiring. Customer shall provide Frontier reasonable access toCustomer’s premises during normal business hours for (he purpose ofInstalling, inspecting, testing, rearranging, repairing or ,removing anyService aridlor equipment, Including obtaining approvals, permits orlicenses from third parties as necessary. Customer will provide allreasonable Informalion and authorizations required by Frontier for thepurpose of installing Services andlor Equlprnenl, performing roulinenetwork grooming, maintenance, upgrades, and addressingemergencies, including but not limited to design layout records of anyCustomer or third party network elements to be connected to theServices and Letters of Agency aliowlng Frontier to act on (heCustomer’s behalf roiated to the Services and auxiliary third partyservices. Customer will cooperate in good faith and follow through withany coordination efforts requIred in a timely manner.

d. Only authorized agents and representatives of Frontier mayperform maintenance wori’j. Any repair, alteration, configuration orservicing of Frontier’s facilillas or equipment by Customer or thirdparties v,ilhout the written consent of Frontier Is a dalauit of thisAgreement and cause for termination at Frontier’s option.

a. If Frontier is unable to commence performance of itsmaintenance obligations hereunder due to circumstances withinCustomer’s control, any related costs incurred by Frontier, includingbut not limited to lravei at normal rate and overtime labor rateexpenses, wili be reimbursed by Customer. Customer will reimburseFrontier for all costs Incurred for maintenance and rbpalr ii: (I) theequipmenl Is altered, maintained or repaired by any party olher thanFrontier, without Frontier’ prior’ written consent, (ii) the malfunction isthe resuit of mishandling, abuse, misuse, Improper operation, Improperstorage, or Improper installation by anyone olher than Frontier(lnciu,dlng use In conjunction with equipment electrically ormechanIcaiiy Incompatible); and (iii) if the problem originated from asource unrelated to the Equipment.

1. Customer will provide (I) suitable building facilities (includingbut not iimited to space, ircuiiry, power, backup power, and surgeprotectors) for the installation, operation, and maintenance of theEquipment in accordance with manUfacturer’s documentation andFrontier’s installation standards, more fully descrIbed in the applicableSchedule; and (ii) a welt.ilghted and safe working area that compileswith all local safety standards and regultlons.

g. The Services may be connected ‘,ith the services or facilitiesof othr carriers. Frontier may, when authored by Customer andagreed to by Frontier, act’as Customer’s agent for ordering facilitIes

provided by clher carriers to allow such connection’ of Customer’slocations to Frontlor’s network or to the network of an underlyingcarrier or service.

h. Customer is responsIbe for all charges billed by othercarriers. Frontier shall not be responsible for the Installation,operation, repair or maintenance or performance of equipmenl,facilities, software or service not provided directly by Frontier.Customer Is responsible to provide equipment compatible with theService and Frontier’s network and faciiilies, and any wiring required toextend a communications termination and/or demarcation at theCustomer premises. Customer will provide suitable building faciiiliesfor the provision of Services in accordance with local codes, includingbut not limited to dueling, conduit, stiucturul borings, etc. for cable andconductors In floors, ceilings and wails; electrical service with suitableterminals and power surge protection devices; and metallic groundswith sufficient stack in the equipment room, installed in conformity withthe National Electrical Code and local codes, and Frontier’s Installationstandards. Wh respect to each Customer-designated location,Customer Is responsible for taking all steps necessary to interconnectthe Service at such location,

I. Customer is solely responsible for the selection,Implementation and maintenance of security features’for protectionagainst unauthorized or fraudulent use of the Services and relatedequipment, Customer Is solely esponsible for ensuring that all ofCustomer’s data files are adequately duplicated and documented at alltimes. Frontier and its contractors are not responsible or liable for dataloss for any reason.

j. Frontier will manage its network in Frontier’s sole discretIon,and reserves the right to substitute, change or rearrange anyequipment or facilities used in delivering Services, Frontier viilendeavor to provide reasonable notice prior to any scheduledmaintenance, planned enhancements or upgrades, which may result Ina degradation or disruption in Service. Frontier eserves the right tosuspend Service for emergency maintenance to Frontier’s networkwithout notice to Customer. Customer shell designate a primarycontact (or receipt of such notice.

k. Customer represents and warrants that its use of the Service--——and-Equlpment-wiil-compty-and conlonn wlthail-appilcabie-federal;———”

state and local lows, administrative and regulatory requirements andany other authorities having jurisdiction over the subject matter of thisAgreement and it will be responsible for applyIng for, obtaining andmaintaining all registrations and cçrtiflcatlons which may be requiredby such authorities with respect to such use,

I. $ustomer and its employees shall bathe only permitted end-user of the Services and Equipment. Customer shaii not resell orbundle the Services or equipment, nor permit any third party to accessthe Services or Equipment in exchange for compensation of any kind.

2. Term

The term of this Agreement shall commence as of the EffectiveDate and shalt continue through the Service Term end any ExtendedService Term (as defined i?aiow) with respect to any Service or leaseof equipment pursuant to this Agreement. Customer shall purchase theServices and lease or purchase the ‘Equlprnent identihed in eachSchedule, For the period of time stated in the Schedule if applicable(the “Service Term”). Unless otherwise stated in the Schedule, theService Term and billing for the Service, wilt begin upon the earlier of(I) Customer’s use of the applicable Service(s) or (ii) five (5) daysfollowing Frontier’s installation of such Service(s), and such date isdeemed the commencemeqt of the appiicabie Servlce Term. If neither

in the Schedules attached hereto (referred to herein as “FrnfIef), and

(referred to herein as “Customer”).

whose address Is

‘for. 20t2-1D-O1 Page 1 of 4

Page 3: Service Contract: SC13-03 Ms. Kathy Williams Oregon Public ...Elk Grove, CA 95624 ... Service Term and billing for the Service, wilt begin upon the earlier of (I) Customer’s use

3. Payment

a. Customer shall pay all chargs set forth In the attachedSchedules and in applicable tariffs during the Service Term, Frontierwill invoice Customer monthly for au monthly recurring charges(‘MRC’) end usage bused charges. in addition, the first invoice(s) mayinclude non-recurring charges (NRC’), as applicable.

b. In addition to the applicable charges set loith In the tariffsand Schedules, Customer shall pay any and all federal, state or localsales, use, privilege, gross receipts, utility, value added, excise orother taxes (exclusive of taxes based on the net Income of Frontier orits affiliates), or any charges In lieu thereof, and any applicablesurcharges or fees, Including but not limited to Primary InterexchangeCarrier charge (“P1CC”), Federal PreSubscribed Line Charge(“FEPS”), Carrier Cost Recovery Surcharge, E911, Universal Serviceand Local Number Portability surcherges related to the Services, In (heamounts applicable at the limo of billing. Customer shall also beresponsible for third party charges.

o. 1\ll payments shall be due within thirty (30) days of theInvoice date and late paXments shall be subject to a late payment leeof the lesser of one and onehalf percent (1,5%) per month or themaximum allowed by law. The late payment fee referred to above willbe in addilion to and not in lieu of any oUier remedies Frontier mayhave hereunder or under the law as a result of Customer’s failure topay. in the event Customer disputes any Invoiced amount1 Customerwill pay all charges not disputed, and notify Frontier of the dispute Inwriting, providing an explanation of the basis for the dispute, If Frontierdoes not eccive notice of a payment dispute by Customer withinninety (90) calendar days after the date of an Invoice, such Invoice willbe final and not subject to further challenge. For the purpose ofcomputing partial month charges, a month will consist of thIrty (30)calendar days. Frontier reserves the right to suspend or terminate anyor all Services or terminate the provision, tease, Installation or repair ofany or all equipment subject to this Agreement immediately IfCustomer is overdue more than thirty (30) days for payments that havenot been disputed In good faith.

4, CncelI(Ion and Early Termination Charges

a. if Customer cancels any Schedule, In whoi or In part, priorto - instailationor4eiivery,-Customer shall pay a cancellation - chargeequal to one month of the applicable MRC, pius the total costs andexpenditures of Frontier in connection with such Schedule prior toFrontier’s receipt of notice of cancellation, Including, but not limited to,Frontier’s applicable installation charges.

b. Foilowlng Installation, Customen may terminate a Schedule,in whole or in part, by providing at least thirty (30) days prior writtennotice to Frontler.,lI Customer terminates a Schedule, In whole or Inpart, or Frontier terminates any Schedule, in whole or in part, pursuantto Section 8.a. hereof, then Customer shall immediately pay Frontier acancellation charge equal to all unpaid amounts applicable to theterminated portion of the Schdule through the date of termination,pius the monthly recurring charges, and all reiated taxes andsurcharges, multiplied by the number of months remaining In theapplicable minimum term commitment, If any. Partial months shall beprorated.

o. it is agreed that Frontier’s damages in the event of earlytermination ‘iiil be difficult or Impassible to ascertain. The chargesidentified in this Section 4 are Intended, therefore, to establishliquidated damagesin the event of termination and are not intended asa penalty.

a. The liability’ of Frontier and Its affiliates related to’ thisAgreement shall’ in no event exceed the limitations of liabIlity set forthin the applicable tariffs or regulatory rule or order, or, If there Is noapplicable tariff provision, rule or order, the total amount paid for theapplicable Service, Maintenance Service or equipment during the prior12 months. in cases of a Service Outage, liability shall be limited to11720 of the monthly recurring charge fof each hour of the ServiceOutage. A “Service Outage’ Is an interruption In Service caused by afailure of Frontier’s equipment or facilities, excluding degradation ordisruption due to maintenance or an event outside Frontier’s completecontrol. Notwithslaqdlng (he above, Frontier will riot be liable toCustomer for interruptions in Services caused by failure of hardware orsoftware, failure of communications services, power outages, or otherInterruptions not vithin Ihe complete control of Frontier. In addition,there will be no credits, reductions or set-offs against charges forServices, or for downtime of Services, except as expressly set forthherein.

b. IN NO EVENT WILL FRONTIER OR ITS AFFILIATES BELiABLE FOR A1IY LOST PROFITS OR BUSINESSOPPORTUNITiES, OR FOR ANY OTHER SPECIAL, INDIRECT ORCONSEQUENTIAL DAMAGES, EVEN IF ADVISED OF THEPOSSiBILITY THEREOF. FRONTIER AND ITS AFFILIATES SHALLNOT BE LIABLE FOR ANY LOSS, COST, CLAIM OR EXPENSEEXPERIENCED OR INCURRED BY CUSTOMER OR THIRDPARTIES RESULTING FROM THE USE OF THE SERVICES OREQUIPMENT PROVIDED HEREUNDER, INCLUDING, FRAUD BYTHIRD PARTIES.

o. Frontier warrants that its equiphient and facilities will bemaintained in good working order. THE FOREGOING WARRANTY ISIN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED,AND FRONTIER DISCLAIMS ALL OTHER WARRANTIES WITHRESPECT TO ITS FACILITIES, TRANSMISSION EQUIPMENT,DATA AND SERVICES INCLUDING, WITHOUT LIMITATION, ANYWARRANTY OF MEICHANTABJL1TY OR FiTNESS FOR ANYPARTICULAR PURPOSE OR FUNCTiON.

d. This Agreement shall not be construed as granting a licensewith respect to any patent, Copyright, trade name, trademark, servicemark, trade secret or any other intellectual property, now or hereafterowned, controlled or licensable by Frontier. Customer agrees thatFrontIer has not made, and that there does not exIst, any warranty,express or Implied, that the use by Customer of Frontier’s Servicesand!or the EquIpment provided under this Agreement will not give riseto a claim of Infringement, misuse, or misappropriatIon of anylnflcLipgperty right.

___________________

-

o. Customer agrees that the Services and Equipment, andFrontier’s performance hereunder are subject to the terms, conditionsend restrictions contaIned In any applicable agreements (Includingsoftware or other lntilectual property license agreements) betweenFrontier and Frontier’s vendors.

I, No aclion, regardle’ss of form, arising out of this Agreementor the Schedules ‘may be bfought more than two (2) years after thecause of actIon has arisen or charges have been billed whichever isearlier. The parties hereby waive the right to Invoke any differentlimitation on the bringing of actions provided under state law.

8. IndemnIficatIon

Customer shall Indemnify, defend and hold Frontier and l(affiliates, and their respective directors, officers, employees,successors, asigns and agents, harmless from and against any andall claims, loss, damago cost or expense (including reasonableattorneys’ fees) to the extent arising out or relating to any claim, actionor proceeding brought by any third party based upon: (I) Customer’sbreach of (hIs Agreement; (Ii) Customer’s negligence or willfulmisconduct In the performance of its obligations under this Agreement;(iii) use of the Equipment or Services by third parties, including

party provides the other wilh written notice of its intent to terminate atleast sixty (80) days, prior to expiration, the Service Term shallautomatically renew for additional one-year periods (each an“Extended Service Term”), subject to Ihe terms and conditions of thisAgreement and at the then applicable one.year term rate, excludingpromotional rates.

6. Limitation of Liability and Warranty Provisions

‘Ie. 2012.1001 Page 2 of 4

Page 4: Service Contract: SC13-03 Ms. Kathy Williams Oregon Public ...Elk Grove, CA 95624 ... Service Term and billing for the Service, wilt begin upon the earlier of (I) Customer’s use

employees, contractors or agents; (lv) any infringement ormlsapproprlailon of any patent, copyright, tradernaçk, trade secret orotler proprietary right arising from Customer’s or any other person’suse of the Equipment or Services or content transmitted to or from theCustomer’s location using the Equipment or SeMce: (v) any bodilyinjury (Inciuding illness or death) or poperty damage caused by theCustomer or associated with the Equipment or Service; or(vi) Customer’s failure to maintain an adequate and safe environmenttree from any liens, or permuting unauthorized repairs. The obligationsunder this Section 6 are independent of any other obligation under thisAgreement.

7. Coi1identioIl(y

a. Both parties agree that all terms arid conditions sat forth inthis Agreement shall be considered confidential, and that dotails of theterms of this Agroemeni, shall not be disclosed to third parties, otherthan affiliates, employees1agents or contractors who have a need toknow such Information in the scope of their employment orengagement, without the prior written consent of the other party,unless required by law.

b. Customer and Frontier may disclose to each otherInformation that Is confidential In nature. In order to receiveconfidential treaiment, all such information (hereafter “Information”)shall be either (I) clearly marked as confidential II written, or clearlyidentified as confidential ii oral or (II) reasonably understood by therecipient, based on the nature of the Information or the circumstancesof disclosure, to be confidential or proprietary to the discloser. Exceptas required by law or regulation, Customer and Frontier agree not todisclose any information to any third party and to keep information In asecure place available only ,to empioyees, affiliates, contractors oragents who are subject to obligallons of confidentiality no lessrestrictive than those set forth herein, and who need to know theInformation for purposes of the business dealing between Customerpnd Frontier, and to use Information only In connection with suchbusiness dealings. This Section Is enforceable by Injunction.

c. Information will lose lLs confidential status If obtainedlegitimately from a third party without restriction or upon the expirationof sIx (6) years from delivery of each item of Information. Informationshall remain the property of the disclosing party and shall be returnedto such party on request or upon termination of the business dealingbetvieen Customer and Frontier.

d. Notviithstaridlrig anything heroin to the contrary, Frontiershall have the right to Include Customer’s name in a public list ofcurrent customers who use Frontier’s services, provided Frontier doesnot make any representation wiih respect to Customer and does not

_________ettii.bute.

any endorsements to Caslomer,_without Customer’s prior_written consent. In addition, Frontier may publicly Identify Customeras a ne’, customer of Frontier or an existing customer obtainingexpanded or additional services from Frontier, as the case may be.

8, Vo(ault

a. Breach by Custdmer: IF Customer falis to make anypayment when’due and such failure continues for five (6) days alternotice, 01 falls’ to comply wiili any other term or condition of thisAgreement or any Schedule, and such failure continues for thirty (30)days after notice, then Frontier shall have the right either to suspendthe Schedule, or any portion thereof, until the defauit is remedied or toterminate this Agreement or any Schedule in whois or in part.Nolviithstandlng the above, in the following circumstances Frontiermay immediately suspend Services and, after (I) giving notice toCustomer with an opportunity to respond appropriate to thecircumstances and (II) Customer’s Failure to respond, Frontier mayterminate any or all Services1 remove Equipment from Customer’spremises and immediately repossess Equipmenl:

1) In the event of unauthorized, unlawful or Tñiproper use orabuse df Ihe facilities, equipment, or Service, or

2) II, In the sole judgment of lkontier, Customer’s use of thefacilitlos, equipmenl, or Service has or will hav an adverse affecton ‘the business of Frontier or the efficiency of Frontier’spersonnel, network, property or service; or

3) A court or other governmental authority having jurisdictionissues an order prohibiting Frontier from furnishing the Equipmentor Services to Customer,

In addition, Frontier shail have the right to lake immediate aclion,includIng termination of the Schedule and severing of the connection toIts network without notice to Customer when injury or damage toFrontier personnel, network, property or service Is occurring, or is likelyto Occui’.

b. Breach by Frontier: II Frontier has not remedied any breachwithin thirty (30) days after Frontier’s receipt of written nolice fromCustomer of such breach, Customer may terminate the Service whichIs the subject of such breach. This is Customer’s exclusive remedy fora breach by Frontier,

9. Force Majeure

In no event will Frontier or its affiliates be liable for any delay Inperformance directly or indirectly caused by events beyond theircontrol, including, but not limited to: acts or omissions of Customer, Itsagents, employees or contractors; acts of God; acts of the publicenemy; acts of the United Stales, a state or other politIcal subdivision;fire, floods or other natural disasters; accidents; wars; labor disputes orshortages; rand inability to obtain material, power, equipment ortransportation.

10. Assignment

This Agreement may not be assigned by eilher party without theother party’s prior written consent, which consent shalt not beunreasonably withheld or delayed, except that Frontier may assign thisAgreement to any successor to the business of Frontier by merger,consolidation or sale of assets or to any corporation controlling,controlled by or under common control with Frontier. Frontier maysubcontract portions of the work to be performed hereunder, but shallremain fully liable to Customer for (he workmanlike performancethereof,

11. Work Site Conditions

a. If asbestos, or material containing asbestos, or any other1azardous or toxic materials are discovered during work pursuant tothis Agreement, Frontier will suspend Its work for a reasonable periodof limo to permit Customer to engage a qualified firm to remove ariddispose of the asbestos or other toxic or hazardous materials from thesIteSiiif’sUpenslon may’iesuIL in an equitabI&idJUtrnent to thecharges pursuant to the related Schedule based on any increase incosts incurred by Frontier.

b. Customer agrees to release, Indemnify, defend and holdharmles Frontier from end against any damages, tosses, claims,demands or lawsuits arising ut of or relating to the presence, removalor disposal of sbestos or any other hazardous or toxic material fromthe premises.

12, TItle and Risk of Lo

a. Risk of loss or damage for equipment and facilities providedpursuant to (hIs Agreement andlor used by Frontier to provide theServices shall pass to Customer at time of delivery to Customer.

b. Unless expressly sold to Customer, any equipment instaliedat Customer’s premises in connection with the Services remains thepersonal property of Frontier or Frontier’s assignee, notwithstandingthat it may be or become attached to or embeddedin realty, and upontermination of this Agreement or any applicable Service or Equlpmerdlease, such ,equipment shall be returned to Frontier in the samecondition as installed, normal wear and tear excepted. Customer willnot tugiper with, remove or conceal any Frontier identifying plates, tagsor labels, in the event of Customer’s failure to comply with this Section,

I --—-—---.—.. *

1 li’onhier ,FRONTIER SERVICES AGREEMENT

. el’ ‘ Communtcta*n

, I 4

Ver.2012•1O-01 Page 3 of 4

Page 5: Service Contract: SC13-03 Ms. Kathy Williams Oregon Public ...Elk Grove, CA 95624 ... Service Term and billing for the Service, wilt begin upon the earlier of (I) Customer’s use

jionhier , FRONTiER SERVICES AGREEMENT

Customer will be billed for and pay to Frontier an amount equal to theretail value of such equipment.

o. Customer will reimburse Frontier (or any loss of, or darnagto, any Frontier facilities or equipment in or on Customer’s premises orproperly resulting from thefi, willful Injury, or any other causewhatsoever, other than any loss or damage rosuiting from either anatural disaster or the negligence or willful misconduct of Frontier or itsagents.

13. CompetItion

Customer recognizes the availability of competitive alternativesfor receiving the services and Equipment provided under thisAgreement either now or in (he future, and has freely elected to enterInto this Agreement in order to receive the benefits ii offers

14. Government Regulation

To the extent that any Service(s) provided hereunder are subjectto the jurisdiction of the Federal Communications Commission (“FCC”)or any state public utilities commission or other regulatory agency, thisAgreement shall at all times be subject to changes modifications,orders and rulings by the FCC and/or state public utillilas commissionor other regulatory agency. Frontier reserves the right to suspend,modify or terminate any Service without liability where any statute,regulation andlor ruling, Including modIfications thereto, by anyregulatory agency (including the FCC), legislative body or court ofcompetent jurisdiction, (I) prohibits, restricts or otherwise preventsFronlier from furnishing such Service, or (l has a material negativeImpact on Frontier’s performance hereunder or the benefits providedby this Agreement. If provision of any Service pursuant to thisAgreement is subject to advance approval of the FCC and!or any statepublic utilities commissIon, (his Agreement shall not become effectivewith respect to such Service aflar receipt by Fmntler of written notice ofsuch approval.

16. Governing Law

• This Agreement shall be governed by and construed according tothe laws of the State In which services or Equipment are beingprovided hereunder without regard to Its conflicts of laws provisions,Any related litigation may be brought iii any State or Federal courts ofcompetent jurisdIction within such State. Customer and Frontierconsent to personal jurisdiction in such courts.

16. No Waiver

if either party tails, at any time, to enforce any right or reme’dyavailable to It under this Agreement, that failure shall not be construedto be a waiver of the right or remedy with respect to any other breach

or failure by the other party. —.--_____

17, Severability

A declaration by any court, or other binding legal source, that anyprovision of this Agreement or any Schedule is Illegal and void, will ndteffect the legaiity and enforceability of any other provisions of thisAgreement, unless the provisions are mutually dependent.18. Notice

All notlce provided pursuant to this Agreement will be in writingand delivered by registered or certified US Mail, postage prepaid, or bycommercial overnight delivery service, or by fac.simIla, or by regularmalt and shall be deemed delivered either on the date of return receiptacknowledgment (In the case of certified US Mall), or on the next dayafter the sending of the notice ii sent overnight mail, or three (3) daysafter mailing if by regular mail to the address of the party designated toreceive such notice.

19. Independent Contractor Relationship

Each party understands and agrees that It and its personnei arenot employees of the other party, and that each party is anIndependent contractor hereunder for all purposes and at all times.20. DIspute Resolution

Except as otherwise specifically provided in or permitted by thisAgreement, all disputes, differences of opinion or controversies arisingin connection with this Agreement shall first be esoived through goodfaith negotiation to arrive at an agreeable resolution. II, afternegotiating In good faith for a period of ninety (90) calendar days, orany agreed further period, the parties are unable to resolve thedispute, then the parties may seek resolution by exercising any rightsor remedies avdllablo to either party at law or in equity. Customer andFrontier agree that we each may bring claims against the other only Inan Individual capacity and not as a plaintiff or class member in anypurported class, representative, or private attorney general proceedIng.

21, Entire Agreement.

This Agreement, together With any applicable Schedule,constitutes the entire agreement between the parties pertaIning to thesubject matter hereIn and supersedes all prior oml and writtenproposals, correspondence and memoranda with respect thereto. ThisAgreement may not be modified, amended or supplemented except byw’itten agreement signed by an authorized representative of eachparty. Notwithstanding anything otherwise slated, a Custorqerpurchase order document (whether signed by one or both parties) shallbe construed solely as evidence of Customer’s internal businessprocesses, and the terms and conditions conlained thereon shall bevoidnd of no effect or application Lo’ird this Agreement betw5Oniheparties.

Frontier C

i’rinted Name: “J .,:t £vm’

Title: ‘P

Date: L..j..._ 13

Cohiractual Notice:

Frontier Communications180 S. Clinton Avenue, 7r FleerRochester, NY 14646-0700Alto: Associate General Counsel

CUSTOMER:

Signature: -

________

Printed Name:

Title:

Dale:

_________

Contractual Notice:_______

Atm: —

Maintenance Notifications:

Billing Contact:

_________

Voc. 2012-10-01 Page 4 of 4

Page 6: Service Contract: SC13-03 Ms. Kathy Williams Oregon Public ...Elk Grove, CA 95624 ... Service Term and billing for the Service, wilt begin upon the earlier of (I) Customer’s use

jronlier ,‘ EQUIPMENT PURCHASE SCHEDULE

Communications

This Is Schedule Number 2001 to the Frontier Services Agreement dated April 26, 2013 (“FSA) by and betweenr (“Customer”) and Frontier Communications of America, Inc. on behalf of itself and its affiliates (“Ftontiefl.

Primary Customer Address:Street Address; Order Date: April 25, 2013City, State, Zip: Service Term: 5 years

Customer information - - — - — - —

Contact Name: Phone Number:Billing Address:

Shipping Address:- -

Special ShippIng Instructions: -

Customer orders the Frontier CommunicatIons (“Vendor”) equipment listed below (“Equipment”) from Frontier. The Equipment willbe shipped to Customer directly from the Vendor, within the United States at the Shipping Address set forth above.

Efuipñiént. .-- -:3-:—

Qty Vendor Part # Description- Unit List Price Unit Price Exerded

SeeSOW—- $16,397.62

i— $ •____3 $—____

- $ $—

$ $ —-:-—

:- — $$ $ $

I $ $ $— $_ $

ZZE_ Z - EqulpnjeñiSubtóta[ s1s,39762:Shipping Method Ghoose Oe)_j]Stanard (2%) ELQvernlghi(4Yo) -- ShIp g Charge $

- -

—— -- -=— - - - Equipment& Shipping Total $16,397 62-

Customer ordet’s installation and maintenance services, as outlined below, from Vendor and subject to the terms and condItIonsoutllned.on Vendor’s .web site (the “VendorServices Agreement”). ..Erontier wiI[submit payment for.the Services directly t&Vendor In.a timely manner following receipt of such payment from Customer. Notwithstanding the foregoing, Frontiers obligations with respect toany and all such Services are limited to the administration of payment from Customer to Vendor, and Customer agrees that Frontier Isnot responsIble for the nerformance of,or Vendor’s faIlure to perform, installation or maintenance services outlined In thisSchodule,

Véiidorervloes — —— -- -Z-- - Chirges—

installation

Maintenance: year term

- - -— - — - -- z-:erv1cQIcIal

$

$3360.00

EE

I - - -- - -

—- :-COntractTOtal

1, Risk of Loss and Title. Risk of loss for the Equipment, including financial responsibility for damage and baa, shall pass toCustomer at the time of shipment. Title shall transfer upon full payment to Frontier. Customer grants a security Interest In the

Ver.2O12-O-OI

Page 1 012

Page 7: Service Contract: SC13-03 Ms. Kathy Williams Oregon Public ...Elk Grove, CA 95624 ... Service Term and billing for the Service, wilt begin upon the earlier of (I) Customer’s use

Equipment to Frontier, pending full payment, and shall take all additional measures necessary to perfect such security interest atFrontier’s request, ‘

2. insurance. While Customer holds risk of loss and unhil tills for any piece of Equipment purchased hereunder passes to Customer,Customer shall maintain Insurance with limits sufficient to cover the replacement cost of the Equipment, issued by reputable andfinancially sound Insurance companies authorized to do business in (he state where the Equipment is located and with an A.M. Bests Ratingof AIX or belier. THE MINIMUM LIMIT OF INSURANCE COVERAGE SET FORTH ABOVE SHALL NOT IN ANY WAY RESTRICT ORDIMiNISH USTOMER’S LIABILITY UNDER THIS SCHEDULE OR THE AGREEMENT. Customer will submit to Frontier a standard“Accord11 insurance certificate (or comparable form acceptable to Frontier) signed by an authorized representative of such insurancecompany(ies), codifying that (ho Insurance coverage(s) required hereunder are in effect. Said insurance certificate shall certify that nomaterial alteration, modification or termination of such coverage(s) shalt be effective without at least 30 days advance written notice toFrontier. All policies shall name Frontier as Addilional Insured as respects Customer’s liability under this Schedule. Customer’s insuranceshall be considered prfmary and not excess or contdbuhlng with any other appilcabie insurance.

3. jJfflflallon of Liabilily and Warranty.

a. All Equipment Is warranted pursuant to the Vendor’s standard warranty provisions, as outlined in the documentation packaged withthe Equipment. FRONTIER MAKES NO WARRANTIES, EXPRESS OR IMPLIED, AS TO ANY EQUIPMENT OR SERVICE, AND IS NOTRESPONSIBLE TO CUSTOMER IN ANY WAY OR FOR ANY REASON RELATED TO THE EQUIPMENT OR VENDOR SERVICESAGREEMENT. FRONTIER SPECIFICALLY DISCLAIMS ANY AND ALL IMPLiED WARRANTIES, INCLUDING WITHOUT LIMITATION,ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON1NFRINGEMENT OFTHIRDPARTY RIGHTS.

b. THE TOTAL LIABILITY OF FRONTIER IN CONNECTION WITH THIS SCHEDULE, FOR ANY AND ALL CAUSES OFACTION AND CLAIMS, INCLUDING, WITHOUT LIMITATION, BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE,STRICT LIABILITY, MISREPRESENTATION AND OTHER TORTS, WILL BE LIMITED TO THE LESSER OF: (I) DIRECT DAMAGESPROVEN BY CUSTOMER; OR (ii) THE AMOUNT PAiD BY CUSTOMER TO FRONTIER UNDER THIS SCHEDULE FOR THE ONE(1) MONTH PRIOR TO ACCRUAL OF THE MOST RECENT CAUSE OF ACTION.

c. TIii Schedule shall not be construed as granting a license with respect’to any patent, copyright, trade name, trademark,service mark, trade secret or any other Intellectual property, now or hereafter owned, controlled or licensable by Frontier or Vendor.Customer agrees that Frontier has not made, and that there does not exist, any warranty, express or Implied, that the use by Customerof the Equipment will not give rise to a claim of infringement, misuse, or mIsapproprIation of any Intellectual property iight.This Schedule and any of the provisions hereof may n. be modiRed in any manner except by mutual written agreement. The aboverates do not include any taxes, fees or surchargos applicable to the Equipment or Service. This Schedule, and all terms and conditionsof the Agreement, is the entire agreement between the parties with respect to the purchase of Equipment and Services describedherein, and supersedes any and all prior or contemporaneous agreements, representations, statements, negotiations, and undertakingswritten or oral with respect to the subject matter hereof.

Frontier Communications of America, mc,

Frontier’s Signature:

Printed Name:

0:

Ver. 2O12O-O1

Page 2!2

Page 8: Service Contract: SC13-03 Ms. Kathy Williams Oregon Public ...Elk Grove, CA 95624 ... Service Term and billing for the Service, wilt begin upon the earlier of (I) Customer’s use

NOTES: 1. This quick-quote Is designed fornewinstallations in a TOM (cllgitaltelephones), or IP environment and assumes

existing telephone cabling is in-place and meets the requirements for installation.

2. Customer must provide clean mounting locations for equipment that meets environmental specIfications.

Cabling must be a minimum of Category Se foriP stations and must be labeled, tested and documented.*

Adequate electrical power outlets Procurement of PSTN circuits, trunks, accounts, etc. Proper address

scheme and configuration parameters*

LAN, Server and desktop configurations*Application compliance and

configuration.

3, Digital sets require CAT 3 cable, and IP phones require CATS cable

4. A maximum capacity of 20 central office lines, B PRls and a combination of 200 digital, IP, and analog

extensions are the limitations of this quick-quote.

5. Once a sale is macfe, quick-quote riust be submitted for UTACS approval.

6, The Mitel 5000 Quick Quote is designed to configure a tancf-alone operation only. If networking Is required for

more than one site, a sales engineering conduit is required

7. If an lP solution is required, a network assesment should be conducted to ensure the customerprovided

switches and routers meet the requirements of VoIP telephony. Switches should be partitioned with VLANs and

network should have QoS. Must be ample bandwidth available. Customer must provide ,avallable ports on

switches to service IP sets on a one to one bass.

8. The Quick Quote Includes overtime labor for the cutover of trunking and placement of telephones after

hours.

9. Quick Quote pricing Is valid for 60 A YS after the quote Is completed, After 60 days A NEW QUOTE

MUST BE COMPLETED FROM THE COMMERCIAL SALES PORTAL

Comments:

_.*—

Version 2,9

7ronhier

!1ITEL, Communications Solutions ‘ , SiiipIy CômrnunkaUng

1MJTEL 5000 QUiCK QUOTE PRICING TOOLFor Company Use ,

Sales Rep Name:Email

UTACS Number:Customer Information

Customer Contact:

Company:

Billing Phone Number: --

Address:

City:State, Zip Code: -

COSTSUMMARY SYSTRMIJESCRIPTION

MITEL 5000 EQUIPMENT $11,115.00INSTALLATION MATERIAL $501.69

ADDITIONAL WIRING $0.00FRONTIER LABOR TO INSTALL $3,350.62

WARRANTY YEAR I $444.60WRITE-IN PARTS — $985.71

, SALE PRICE $16,397.62POST WARRANTY MAINTENANCE $3,360.00

TOTAL PRICE $19,757.62

Page 9: Service Contract: SC13-03 Ms. Kathy Williams Oregon Public ...Elk Grove, CA 95624 ... Service Term and billing for the Service, wilt begin upon the earlier of (I) Customer’s use

FI JT’OlJller FRONTIER FIOS DATA SCHEDULEI Communftons Business

L ‘

This l c’hedule Number to the Frontier Services Agreement dated April 29, 2013 (UF$AH) by and betweenrCustomei and Frontier Comrnqnlcatlons of Amerloa Inc. on behalf of itself and Its affiliates (‘Frontier”). Customer

orders and Frontier agrees to provide the Services and Equipment fdenliflad in the Schedule below.

Primary Service Location:

$UYi9.Sroadband.(itB--:

1908 FSUV + FB Max 16M I 5M

Ff08 FSUV. FB Ultra 26M 1 1CM

FIOS FSUV + FB Ultimate 35M 1 1M

FIOS FSUV + FB Extreme 5CM I 2CM

FIOS Static 1P Option (+ $10)

FIOS Static lP Block IPs)

1

DAnonymous_Cail. ieJec1(on .._. —_____________

EAutornatlc Busy RedinURepeat DialingUAutomallc Call ReturnGOsh Foiward All Calls VariableEJCaII Forwarding Busy FixedflCall Forwarding No Answqi FixedDOall Transfer (requires SWay Calling)QOall WaiUng(Cancel Call WaingGOaltet ID Name & NumberGDlstlndllve RinglSelective RingEJHunllng (where technically feasible)

select I oselect

80 Promo 3 yr, NRC V$T; MRC $129.99

select

NRC $0.00, MRC $10.00

NRC $0.00, MRC $20.00

U

LISelective_Qall Acceptance.OSelective Call ForwardingIjSeleclive Call RejectionEjSpeed Call 8Dspeed Call 30ElThree Way CallIngDVIP AiertIPrlorily CallOVoico Mall — Basic (Frontier Message Center) (single line)IJVolce Mail — Deluxe (Frontier Message Center)LJFrontier Message Center Activation CodeLiVoice Malt — Basic (single line)

Street Address:

City, State, Zip:Schedule Date: Select Month ,2013Service Term: 36 months

SLplyBroadbar)d(NoacceeB)lne) -: —— — Qty -

- NRC and MFQ Total- Sçrylco Term se’ected must matcii$erylco Term above NRC (?ARC x Tam)x Qty

-.‘- -- -

--

FIOS Simply Broadband Max 15M I 5M select $1908 Simply Broadband Ultra 2M / 1CM select $FIOS Simply Broadband Ultimate 35M1 15M select $1908 Simply Broadband Extreme SCM 1 2CM

- select $FIOS Static IP Option add $10.00 NRC $0.00. MRC $10.00 $FiO$ Static IP Block (5 usable iPs) - NRC $0.00, MRC $20.00

— $—--- - Z_Z —— —- - -— — -total —

— - - - - -

— Self -—— — — SejvTc Term eiepiedmLislmatch ——-_

I—.. - Ser4ceTelmabdve - ,ns a

- TotaL: -“

ci;$p

$

9!SV’ minsappllchte voice servIce tarill NRC ..:. :.--——--::

S 4679.64

SI $

S.

Frantler SigiplP Unlimited VoIce (FSUV) - —- Qty NIC 6Temodatmatc NitO t-(r1ROTerm)xQ’y

Simply UnlImited Voice (1-3 lines) I $ 0 36 months: MRC $39.99 $ 1430.64Simply Unlimited Voice (4-12 lines)

- $ Insert VST seiect $

---

Simply Unlimited All In Features: Up to 4 !eaiures Included In MRC. Fealure P8k (1 or mom Features In excess of 4) $4.991mo.

., :-E---•- :‘. . -:. -.i.--.

- - total: $.611.20—

$

— — — - = : Total Commhlment $ 6119 20

(1) The product speeds referenced above are up to’ available speeds. Actual speeds may vary and are dependent on various issues such as netorK requirements,customer location and equipment.

(2) Prices do not Include government or Frontier surcharges o taxes.(3) Applies to telephone and Internet services.

-

(4) $0.99 processing leewill apply upon disconnection of HSI Service.

Vor. 20130305 Page 1 of 2

Page 10: Service Contract: SC13-03 Ms. Kathy Williams Oregon Public ...Elk Grove, CA 95624 ... Service Term and billing for the Service, wilt begin upon the earlier of (I) Customer’s use

JEoTifler’CommunIcMon$ Business

SERVICE DESCRIPTIONI I

A. Simply Unlimited Service Description.

Main Line - Business line with (he following features:o VoIce Unlimited t.ocal and Long Distance ceiling (Voice traffic only)o Additional features of customer’s choice

• Optional All In Feature PacRano: Customer may choose any or all from available feature list for an additional $4.99. 1

Optional Additional Frontier Simply Unlimited Lines:o Customer may order up to eleven (II) additional Frontier Simply Unlimited access lines (‘Additional Lines) at the rates set forth

above. +

The following usage types WILL BE Included in the plan:o Domestic outbound interstate, intrastate and lntrat.ATA long distance usageo Certain Offshore outbound usage to U.S. Territories

The following usage types WILL NOT BE included in the plan:o Canadian Inbound (toll frep) long distance usageo Doinesllo Inbound (toll free) long distance usageo International usageo Directory Assislanceo information service calls (900)o Dlai.up Internet callso Telesales and telemarlcetlng applications

B. Other Terms and Conditions.

Frontier Simply Unlimited Is available only for customerswith a maximum of twelve (12) BusIness lines.

Internet Acceptable Use Policy and Security.

o Customer shall omp1y, and shall cause all Service users to comply, with Frontiers Acceptable,tJse Policy (HAUPU), which Frontiermay modify at any time. The current AUP is available for review at the following address1 subjeci to change;hitp:/Iwww.fiontlercom/pollcieslconimercial_aup!

o Customer is responsible for maintaining awareness of the current AUP and adhering to 11w AL.JP as it may be amended from time totime. Failure to comply with the AUP is grounds for immediate suspension or termination of Frontier Internet Service, notwilhslandingany notice requirement provisions of the FSA.

o Customer Is responsible for the security of us own netWorks, equipment, hardware, software end software applications. Abuse thatoccurs as a result of Customer’s systems or account being compromised or as a result of activities of third parties permitted byCustomer may result In suspension of Customer’s accounts or internet access by Frontier. Customer will defend and indemnifyFrontier and its affiliates with respect to claims arising From Customer’s or third parties’ usage f Frontier Internet access throughCustomer’s hardware or software.

This Schedule is not effective and pricing, dales and terms are subject to change untit signed by both parties, andthe FCC and!or appiicable State Commission. This Schedule and any of the provisions hereof may be modifled In any manner except by mutualwritten agreement. The above rates do not Include any taxes, fees or surcharges applicable to the Service. This Schedule, and all (arms and condWons ofthe FSA, is the entire agreement between the parties with respect to the Services described herein, and supersedes any and alt prior or contemporaneousagreements, representations statements, negotiallons, and undertakings written or oral with respect to the subject matter hereof.

Frontier Communications of America, Inc.

Frontler’s Signnturo: ‘ Ctistomer’s SiinItur:

Printed Name Printed Name

Title: Title:Date: t4 —

-$ . .

Vcr. O1OZO5 Page 2 of 2

Page 11: Service Contract: SC13-03 Ms. Kathy Williams Oregon Public ...Elk Grove, CA 95624 ... Service Term and billing for the Service, wilt begin upon the earlier of (I) Customer’s use

fronher’ LETTER OF AGENCY

To comply with commission and Slate regulations, Frontier Communications requires your authorization belorechanging your long distance or local carrier. Please oravide ‘a with the Information below and mall or fa this sheet

‘to Frontier Communications as lollows: mall to or lax to

ACCOUNT INFORMATION

Customer Name Main Telephone NumberLcustomer Bllilrrg Address: — Authorized Customer Contact:

Contact Number

_______________

Customer Intends to change its authorloed telephone company to Frontier Communiceilone lot lIre luiepirone numbers listedbelow, and deulgnstee Froniter Communications to act as Cuutonie?u agent tar his change, Cuniomer acknowledges that urischange may result Inn lee, Only one Ieieconrmurrlcattana provider may Ire deaignated as my prelerred carrier tar local Enctrenge,InIerIATA toil, and InIreLATA toO br any partizuiar teinphono number, and ati such services will be provIded subject to FronilnrCommunications lerills, except eu otherwise spucincelly agreed, I wlil contact Frontier Communlcalionu at 1.800. . IIhave quentionu.

All telenhone numbers lobe allecled by this approval form:

ORDER INFORMATION

Acknowledgment thai Frontier Communications ol Amerlca, Inc, Is chosen as YES NQaguni to change the subscriber’s preferred carrier: -

Pteauc change my lntral.ATA long distance carrier to Frontier Communicallonu of YES j NO jAmerics, Inc.:

Please change my InterLATA long distance carrier to Frontier Communications of YES NO bAmerica, Inc.:

Pleaue change my local servIce provIder to Frontier, a Frontier Communications YES NO DCorporation compa

naturel ‘ ‘ ‘ Date 01 AuthorIzation: I’Aithorlzed Corilect

,——