Resolution No. 8720
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RESOLUTION NO. 8720
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A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
VERNON APPROVING AND RATIFYING THE EXECUTION OF A
BLOOMBERG AGREEMENT, SCHEDULE OF SERVICES AND
DATAFEED ADDENDUM BY AND BETWEEN THE CITY OF VERNON
AND BLOOMBERG L.P., THROUGH BLOOMBERG, INC., A
GENERAL PARTNER
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8 WHEREAS, the City of Vernon ("City") is constructing a 134
9 MW Combined Cycle Power Plant, the Malburg Generating Station for the
10 purpose of installing additional generating capacity that will yield
11 an efficient, cost-effective, and reliable source of electric
12 generation to the City's inhabitants; and
13 WHEREAS, the City has constructed a natural gas distribution
14 system served at two locations (Bandini/Downey and Fruitland/Downey)
15 from SoCalGas Transmission Line 756 and two regulator stations are
16 located at the two locations to distribute gas from the transmission
17 system into the distribution system located in the City (the "Vernon
18 Gas System"); and
19 WHEREAS, the City desires to subscribe to a service that
20 provides technical and fundamental market information in an analytical
21 format as well as NYMX and NYSE real-time information (collectively,
22 the "Market Information") to assist the City in its decision-making
23 process regarding power, gas and financial transactions and to
24 expedite the receipt of such Market Information; and
25 WHEREAS, Bloomberg L.P., through Bloomberg, Inc., a General
26 Partner ("Bloomberg"), is a service provider for the Market
27 Information and the City desire to enter into a Bloomberg Agreement
28 Number 1598339, Bloomberg Schedule of Services, Bloomberg Datafeed
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1 Addendum and Bloomberg Real-Time Order Form setting forth the terms
2 and conditions under which Bloomberg will provide the Market
3 Information; and
4 WHEREAS, in order to meet the urgent need to mitigate the
5 risk of fluctuating energy prices and increase the City's ability to
6 take advantage of economic opportunities, the City Administrator
7 executed the necessary documents to be a subscriber of Bloomberg,
8 subject to ratification by the City Council; and
9 WHEREAS, on April 5, 2005, the Finance Committee considered
10 the recommendation of Bruce V. Malkenhorst, the Director of Finance,
11 dated March 31, 2005, that the actions of the City Administrator in
12 executing the various subscriber documents with Bloomberg be ratified;
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14 WHEREAS, the City Council desires to approve and ratify the
15 various subscriber documents, as executed by the City Administrator;
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17 WHEREAS, the City Council of the City of Vernon has
18 determined that, pursuant to the provisions of subsection (a) of
19 Section 2.27 of the Vernon City Code, it is in the public interest and
20 necessity to ratify entering into the various subscriber documents
21 with Bloomberg.
22 NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE
23 CITY OF VERNON AS FOLLOWS:
24 SECTION 1: The City Council of the City of Vernon hereby
25 finds and determines that the recitals contained hereinabove are true
26 and correct.
27 SECTION 2: The City Council of the City of Vernon hereby
28 ratifies the execution of the Bloomberg Agreement Number 1598339 on
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1 February 28, 2005, the Bloomberg Schedule of Services on February 28,
2 2005, the Bloomberg Datafeed Addendum on February 28, 2005 and the
3 Real-Time Order Form, a copy of which is attached hereto as Exhibit A
4 and incorporated by reference.
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SECTION 3:
The City Clerk of the City of Vernon shall
6 certify to the passage of this resolution, and thereupon and
7 thereafter the same shall be in full force and effect.
8 APPROVED AND ADOPTED this 13th day of April, 2005.
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/' LEONIS C. MA URG, ayor
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ATTEST:
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BRUCE V. MALKENHORST, City Clerk
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1 STATE OF CALIFORNIA
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COUNTY OF LOS ANGELES
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13 (SEAL)
I, BRUCE V. MALKENHORST, City Clerk of the City of Vernon, do
hereby certify that the foregoin9 Resolution, being Resolution No.
8720, was duly adopted by the City Council of the City of Vernon at a
special meeting of the City Council duly held on Wednesday, April 13,
2005, and thereafter was duly signed by the Mayor of the City of
Vernon.
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BRUCE V. MALKENHORST, City Clerk
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EXHIBIT
A
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Bloomberg L.P.
499 Park Avenue
New York, NY 10022
Phone: 212-318-2540
Facsimile: 917-369-5540
BLOOMBERG AGREEMENT
SERVICE PROVIDER ("SP"): BLOOMBERG LP.
SERVICE RECIPIENT ("SR"): CITY OF VERNON ACCOUNT: 485022 AGREEMENT: 1598339
(Company Name)
SP agrees to provide to SR the equipment and services described in paragraph 1 hereof, and SR subscribes to such services in accordance with
this Agreement.
1. Services.
The services provided hereunder (the "Services") shall consist of a nonexclusive and nontransferable right to use the BLOOMBERG
PROFESSIONAL service information, data, software and equipment (the "Equipment") described in the Bloomberg Schedule(s) of Services
annexed hereto, as the same may be amended from time to time (each a "Schedule" and collectively, the "Schedules"), in accordance with this
Agreement.
2. Tenn.
(a) This Agreement shall be effective from the date it is accepted by SP until the date that is two years after the Services are first provided
(the "Term"), unless earlier terminated during the Term or any renewal thereof, as follows: (i) SR shall have the right to terminate this
Agreement at any time upon not less than 60 days' prior written notice to SP and upon payment of the charges set forth in paragraph 3
hereof; and Oi) SP shall have the right to terminate this Agreement at any time immediately upon written notice to SR if SR breaches any
of the provisions of this Agreement.
(b) The Term shall be automatically renewed for successive two-year periods unless SR or SP elects not to renew by giving not less than 60
days' prior written notice to the other. If this Agreement is so renewed for any additional period beyond the initial Term, the charges
payable pursuant to paragraph 3(a) hereoffor such renewal period shall be calculated at the prevailing rates then offered by SP, and the
Schedule shall be considered to be amended accordingly.
3. Charaes.
(a) SR agrees to pay SP the amount indicated on each Schedule, together with (i) any applicable taxes for the Services, (ii) any levies or fees
imposed or charged by exchanges or other information services or sources displayed through the Services at SR's request and (iii) any
charge for installation, relocation, removal or any other changes to the Equipment, all of which shall be payable upon presentation of an
invoice therefor.
(b) If SR uses Electronic Trading (as defined below), SR shall also pay ,all applicable access and transactional fees set forth on Menu ETOR
(as defined below) or of which SR has been given prior written or electronic notice, in each case related to the Bectronic Trading of SR
and/or of a Customer (as defined below) of SR, and any sales tax, VAT, GST or similar taxes imposed on the access and transactional
fees.
(c) SR shall pay for all costs of cabling, communications (including, without limitation, network access), electrical and common carrier
equipment installation charges incurred in connection with the Services. SR shall obtain all necessary authorizations from exchanges and
other information vendors and shall pay for each third-party information service accessed for display through the service. The total
monthly charge does not include monthly fees for "real-time" exchange and third-party information services. If SR selects any of these
services, SP shall submit the appropriate applications for such services, a price list, and bill accordingly. SR shall pay any taxes,
assessments, fees or penalties in respect of the Services and/or the Equipment which may be SR'$, legal responsibility to pay. In
addition, SR shall reimburse SP for all property taxes and/or assessments with regard to the value of SP's Equipment in service at SR's
premises.
(d) If SR terminates this Agreement pursuant to paragraph 2(a)(i) hereof or SP terminates this Agreement pursuant to paragraph 2(a)(ii)
hereof, SR shall be liable for all amounts payable pursuant to paragraphs 3(a), 3(b) and 3(c) hereof through the date of termination plus a
termination charge in an amount equal to 50% of the charges calculated in accordance with each Schedule for the balance of the Term.
4. Distribution of SR Data.
SR shall not distribute data to other users of the Services, by means of the Services without SP's prior written consent. Notwithstanding the
above, if SR contributes or provides prices or ratings to SP or on any product or service provided by SP and/or its affiliates, SR hereby grants
to SP, and SP hereby accepts, a nonexclusive, worldwide license to use such prices or ratings in SP's generic, "fair value," composite or
theoretical prices or ratings, or other similar pricing or rating models, and in the development and distribution of SP's descriptive database.
This paragraph is' not intended to prohibit SR's use of the message system included in the Services.
5. Electronic Tradina.
(a) The Services shall include "Electronic Trading", which includes (a) all electronic trading systems, products or services, order-routing
systems, products or services and other transactional systems, products or services accessible via the BLOOMBERG PROFESSIONAL
service and (b) the services listed on the Electronic Trading and Order Routing Menu Page, as it may be updated by SP from time to time
("Menu ETOR") to add or delete additional services. Menu ETOR is accessible via the BLOOMBERG PROFESSIONAL service function
ETOR <GO> (or its replacement function) and is incorporated herein by reference. If there is any conflict or inconsistency between this
Agreement and any other agreement between SP and SR and/or any of SP's affiliates with respect to Electronic Trading, then such other
agreement shall prevail, but only to the extent of the conflict or inconsistency.
(b) SR shall not enable any Customer for Electronic Trading until such Customer has entered into an agreement with SP containing
provisions similar to those contained in this Agreement with respect to Electronic Trading. SR shall comply with all applicable laws,
regulations and rules in its use of Electronic Trading and SR shall settle or cause to be settled all trades entered via the BLOOMBERG
PROFESSIONAL service or any computer link (collectively with the BLOOMBERG PROFESSIONAL service, an "Electronic Unk")
licensed to SR or Customer, regardless of whether SR or Customer authorized the individual or Customer who entered or effected the
trade to do so. Each time SR enters an order, effects a transaction or otherwise uses Electronic Trading or enables a Customer to use
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485022
Agmt:
1598339
Ord:
(Additional terms on next page with required acknowledgment)
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Electronic Trading, it shall be deemed to represent and warrant to SP that: (i) SR understands that the laws of many jurisdictions require
non-resident firms to obtain licenses as financial services providers before soliciting transactions from entities located in such jurisdictions
and SR has obtained all required licenses in the jurisdictions in which Customers are located; (ii) SR has all regulatory and legal authority
tb enter into this Agreement and to engage in Electronic Trading; (iii) if SR has Customers in the United States that transmit or receive
orders in securities, it (x) is registered with the U.S. Securities and Exchange Commission as a broker-dealer and is a member of the
National Association of Securities Dealers, Inc., or (y) will comply at all times with the exception from such registration provided by Rule
158-6 under the U.S. Securities EXChange Act of 1934 or (z) is otherwise exempt from such registration; (iv) SR is a sophisticated market
participant that is knowledgeable about the securities and interests traded or routed by use of Electronic Trading and understands the
related risks; and (v) SR has implemented commercially reasonable security procedures intended to limit access to Electronic Trading to
authorized individuals. "Customer" shall mean any person or entity enabled by SR for Electronic Trading.
(c) If SR provides quotations in interests quoted on Electronic Trading to any other system that commingles quotations ("Other System"), SR
shall enable its Customers that are also customers of SP or its Affiliated Companies (as defined below) to interact with SR's relevant
pricing display(s) on Electronic Trading to the extent SR has enabled such Customers for an Other System. '
(d) SR shall have the right to terminate the use of any Electronic Trading at any time by giving written notice to SP. SP and/or its Affiliated
Companies shall have the right to terminate and/or suspend SR's and/or Customers' use of any and all Electronic Trading at any time.
(e) SP's Associated Persons (as defined below) and the Additional Entities (as defin,ed below) shall be third-party beneficiaries with respect
to SR's agreements and obligations in connection with Electronic Trading, including, but not limited to, SR's agreements and obligations
contained in paragraphs 3(b), 5, 6 and 7 hereof. "SP's Associated Persons" shall mean Affiliated Cornpanies of SP and the partners.
suppliers, successors and assigns of SP and its Affiliated Companies and their respective officers, directors, employees and
representatives, and the term "Affiliated Companies" of SP shall mean those companies controlling, controlled by or under common
control with SP, including, without limitation, those Affiliated Companies listed on Menu ETOR that are involved in making Electronic
Trading available. "Additional Entities. shall mean dealer participants, system operators, exchanges, markets, order aggregation facilities,
executing brokers, clearing brokers, and any other entities or persons involved in Electronic Trading.
(f) SP's signature with respect to its rights, obligations and agreements in connection with Electronic Trading shall be on its own behalf and
on behalf of its Affiliated Cornpanies, as applicable.
6. Warranties and Limitations of liabilities.
(a) Each time SR uses the Services, SR shall be deemed to represent, warrant and covenant to SP that: (i) it has all requisite regulatory and
legal authority to enter into and be bound by this Agreement; and (ii) its use of the Services complies with all applicable laws, rules and
regulations.
(b) SP MAKES NO WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE ATTAINED BY SR OR OTHERS FROM THE USE OF
THE SERVICES, OR THE EQUIPMENT BY WHICH THE SERVICES ARE PROVIDED, AND THERE ARE NO EXPRESS OR IMPLIED
WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE. The information and data contained
in the Services are derived from sources deemed reliable, but SP and its suppliers do not guarantee the correctness or completeness of
any programs, data or other information furnished in connection with the Services. To the maximum extent permitted by law, SP shall not
be responsible for or have any liability for any injuries or damages caused by the Equipment or by delays or interruptions of the Services,
from whatever cause, and shall not be liable for damages arising from the use or presence of the Equipment on SR's premises. SR is
. solely responsible for the accuracy and adequacy of the data and information used by it and the resultant output thereof. SP shall have
no liability or responsibility for the security or maintenance of any data input by SR.
(c) SP, its suppliers and its third-party agents shall have no responsibility or liability, contingent or otherwise, for any injury or damages,
whether caused by the negligence of SP, its employees, subcontractors, agents, equipment vendors or otherwise, arising in connection
with the Services rendered under this Agreement or the use of the Equipment and shall not be liable for any lost profits, losses, punitive,
incidental or consequential damages or any claim against SR by any other party.
(d) SP, SP's Associated Persons and the Additional Entities make no warranties, explicit or implied, with respect to Electronic Trading. To
the maximum extent permitted by law, SR releases SP, the Additional Entities, SP's Associated Persons and its third-party agents from all
liability, including, without limitation, for any lost profits, losses, punitive, incidental or consequential damages arising from SR's use or any
use by Customers of Electronic Trading, regardless of the cause; orovided, however, that an Additional Entity acting as a counterparty to
a trade shall not be released from liability for its failure to settle a trade with SR.
(e) . SR shall indemnify, hold harmless and at SR's expense defend SP, SP's Associated Persons and the Additional Entities against any loss,
claim, demand or expense (including reasonable attorneys' fees) arising in connection with a breach of this Agreement by SR or the use
of the Services by SR or Customer.
(f) Notwithstanding anything to the contrary in paragraph 6(e), an Additional Entity shall not be indemnified for its failure to settle a trade with
SR initiated via an Electronic Trading system, product or service.
(g) Limited by paragraph 6(h). to the extent permitted by law, the aggregate liability of SP and SP's Associated Persons arising in connection
with a given Electronic Trading system, product or service for damages, regardless of the form of the action, shall not exceed the fees
paid by SR for the BLOOMBERG PROFESSIONAL service subscription(s) of SR enabled for the Electronic Trading system, product or
service in question during the three months preceding the first loss or damage, or in the case of Customers enabled on, or SR's use of, an
Electronic Link other than the BLOOMBERG PROFESSIONAL service, such liability shall not exceed the fees paid by SR for a single
BLOOMBERG PROFESSIONAL service subscription during the three months preceding the first loss or damage.
(h) Notwithstanding anything to the contrary in this Agreement, to the extent permitted by law, the aggregate liability of SP and SP's
Associated Persons arising in connection with this Agreement, the Services and Electronic Trading for damages, regardless of the form of
the action, shall not exceed the fees paid by SR for the Services during the three months preceding the first loss or damage, and this shall
be SR's exclusive remedy.
(i) No party shall be liable to the other for any default resulting from force majeure. which shall be deemed to include any circumstances
beyond the reasonable control of the party or parties affected. No action, regardless of form, arising out of or pertaining to any of the
Services or the Equipment may be brought by SR more than one year after the cause of action has accrued. This Agreement shall not
limit any liability for death or personal injury direcUy resulting from negligence if and to the extent such limitation would violate applicable
law.
~ct:
485022
Agmt:
1598339
Ord:
(Additional terms on next page with required acknowledgment)
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0) Notwithstanding any limitations contained in paragraphs 6(b) through 6(i) to the contrary, SP agrees to indemnify SR and hold it harmless
and at SP's expense defend SR against any claim that the programs, data, information and other items provided by SP hereunder infringe
any copyright, trademark or other contractual, statutory or common law rights; provided that (i) SR shall promptly notify SP in writing of the
claim, (ii) SP shall have sole control of the settlement and defense of any action to which this indemnity relates, (iii) SR shall cooperate in
every reasonable way to facilitate such defense, and (iv) if SR becomes aware of any suspected infringement by a third party of any
proprietary rights of SP, SR shall promptly notify SP of such activities.
7. Remedies.
If SR or any of its employees, representatives or affiliates breaches or threatens to breach any proviSion of this Agreement, SP shall be
entitled to injunctive relief to enforce the provisions hereof, but nothing herein shall preclude SP from pursuing any action or other remedy for ,
any breach or threatened breach of this Agreement, all of which shall be cumulative. If SP prevails in any such action, SP shall be entitled to
recover from SR all reasonable costs, expenses and attorneys' fees incurred in connection therewith. As reasonable protection of the
proprietary rights of SP and others in the information provided through the Services and Equipment, to avoid breach of SP's obligations to
providers of such information, and to avoid unnecessary uncertainty, burden, and expense for all parties, SR acknowledges and agrees that
the dissemination or distribution by SR of information identical or similar to that provided through the Services and the Equipment shall be
deemed a breach of the terms of paragraphs 10(a) through 10(d) hereof and shall give rise to an immediate right of SP to terminate this
Agreement or any portion of the Services provided hereunder.
8. Parties.
SR recognizes that SP, its partners, suppliers and its and their respective affiliates, each have rights with respect to the Services, including the
software, data, information and other items provided by SP by reason of SR's use of the Services. Paragraphs 6 and 7 hereof shall be for the
benefit of SP, its partners, suppliers and its and their respective affiliates, successors, assigns, officers, directors, employees and
representatives and the term "SP' as used in such paragraphs includes SP, its partners, suppliers and its and their respective affiliates.
9. Access.
SR, at its expense, agrees to provide network access per SP's current specifications. Such specifications may include both dedicated and dial
back-up lines permanently connected and dedicated to the Equipment or Intemet or alternate network access. The sole purpose of the dial
lines shall be to provide communications backup for the Services. SP is not responsible for the reliability or continued availability of the
telephone lines and communications equipment, other than communications equipment supplied by SP and used by SR in accessing the
Services. However, SP shall attempt to resolve any communication line problems with respect to the accessibility of the Services.
10. Scope of Services.
(a) The Services and the Equipment are solely and exclusively for the use of SR and shall not be used for any illegal purpose or in any
manner inconsistent with the provisions of this Agreement. SR acknowledges that the Services and the Equipment were developed,
compiled, prepared, revised, selected and arranged by SP and others (including certain information sources) through the application of
methods and standards of judgment developed and applied through the expenditure of substantial time, effort and money and constitute
valuable industrial and intellectual property and trade secrets of SP and such others. SR agrees to protect the proprietary rights of SP
and all others having rights in the Services and the Equipment during and after the Term: SR acknowledges and agrees that it has no
ownership rights in and to the Services and that no such rights are granted under this Agreement. SR shall honor and comply with all
written requests made by SP or its suppliers to protect their and others' contractual, statutory and cOmmon law rights in the Services and
the Equipment with the same degree of care used to protect its own proprietary rights, which in no event shall be less than reasonable
efforts. SR agrees to notify SP in writing promptly upon becoming aware of any unauthorized access or use by any party or of any claim
that the Services or the EqUipment infringe upon any copyright, trademark, or other contractual, statutory or common law rights.
(b) SR shall not access the Services through any medium or equipment which SP has not authorized in writing, nor may any medium or
equipment by which the Services are provided be shared, moved, modified, interfaced, copied, broadcasted, reproduced, ported or
otherwise routed with or to any other equipment without SP's prior written consent. In addition, SR shall not move, modify, interface,
copy, broadcast, reproduce, port or otherwise use or route the Services or any portion thereof with or to any other equipment, network or
software that SP, in its sole good faith judgment, determines is interacting or interfering or may interact or interfere with the performance
of the Services or any portion thereof and, from time to time, upon SP's request therefor, SR shall promptly notify SP in writing of any and
all such equipment, network and software. Services expressly provided by SP for operation on SR's own equipment shall be furnished
. without warranty as to compatibility, fitness or performance with such equipment, and SR shall bear all cost and responsibility for such
equipment. Unauthorized access or use is unlawful and SP and its suppliers shall have all rights provided by law to prevent such access
or use and to collect damages in such event. SR agrees to notify SP in writing promptly upon becoming aware of any unauthorized
access or use. SR shall not share, recompile, decompile, disassemble, reverse engineer, or make or distribute any other form of, or any
derivative work from, the Services and/or the Equipment. SR may use the Services solely for its internal business purposes and may not
use the Services for any deVelopment purposes or to develop any applications, software or otherwise that could in any way interact or
interfere with the performance of the Services or any portion thereof, except as SP may expressly permit under a separate development
license with SR.
(c) The analysis and presentation included in the Services shall not be recirculated, redistributed or published by SR except for internal
purposes without the prior written consent of SP and, where necessary, with certain sources of the information included in the Services.
(d) SR shall not use any of SP's trademarks, trade names, or service marks in any manner which creates the impression that such names
and marks belong to or are identified with SR, and SR acknowledges that it has no ownership rights in and to any of these names and
marks.
11. Facilities.
Commencement of the Services is contingent on the availability of the hardware, network access, communications equipment and facilities to
SP's specifications. At SR's expense, SR shall install or have installed on SR's premises, and shall modify from time to time at SP's request,
all cables, wires, devices, connections or other transmission media equipment and electrical, communications and network connections
specified by SP. SR shall not make use of any cables, wires, devices, connections, equipment or network access in connection with the
Services not approved in writing by SP.
Customer Initial: ~'Acct: 485022
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(Additional terms on next page with required acknowledgment)
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12. Return of Eaulpment and Software.
Upon termination of this Agreement or any Schedule for any reason whatsoever, SP shall have the right to remove the Equipment and
softWare by which the terminated Services are provided at SR's expense. In addition, upon such termination SR shall cease use of all
terminated Services.
13. Access to Property.
Any person or persons designated by SP shall have access to the Equipment at all reasonable times for the purposes of installation,
inspection, maintenance, repair, relocation and removal. SR acknowledges and understands that SP may monitor, either physically or
electronically (including remotely), SR's use of the Services. SR shall at all reasonable times permit SP to have access to the location where
the Services are provided for the purpose of ascertaining the use made of the Services.
14. Maintenance.
SP to the best of its ability shall maintain and keep the Equipment in good working order and condition so that it will perform its functions
satisfactorily. NOlWlTHSTANDING THE FOREGOING, SP SHALL HAVE NO RESPONSIBILITY OR LIABILITY FOR THE THIRD-PARTY
COMMUNICATIONS NElWORK THROUGH WHICH SR ACCESSES THE SERVICES AND SR SHALL INDEMNIFY SP AND HOLD IT
HARMLESS AGAINST ANY LOSS, ClAIM,' DEMAND OR EXPENSE (INCLUDING REASONABLE ATTORNEYS' FEES) ARISING IN
CONNECTION WITH THE USE OF SUCH THIRD-PARTY COMMUNICATIONS NElWORK. SR shall be responsible for the safekeeping of
the Equipment from the time it is received on SR's premises and shall take reasonable steps to prevent abuse to the Equipment. SR shall be
responsible for all physical loss, theft, or damage to any equipment used to deliver the Services to SR and shan pay SP the full replacement
cost of the Equipment as liquidated damages unless such loss, theft, or damage is due entirely to the fault or negligence of SP. To the
maximum extent permitted by law; neither SP nor its suppliers or third-party agents shall be responsible or liable, contingently or otherwise, for
any personal injury or property damage arising out of the installation, relocation, maintenance, use or removal of the Services and/or the
Equipment.
15. Relocation.
On reasonable prior written notice, which shall in no event be less than 60 days, and at SR's expense, SP shall relocate all or any part of the
Equipment. Scheduling of such relocation shall be contingent on availability of communication lines, facilities, equipment and labor. SR
acknowledges that interruptions of Services might result from such relocation and that the provisions in paragraph 6 hereof apply to any such
interruption.
16. Asslanment.
SR shall have the right to assign this Agreement or the rights hereunder only with the written consent of SP which, in the case of an
assignment by SR to any of its affiliates that are in substantially the same business as SR, shall not be unreasonably withheld.
17. Complete Aareement: Modifications or Waivers: Form.
This Agreement, together with the Schedules. which are incorporated herein by reference, is the complete and exclusive statement of the
agreements between the parties with respect to the subject matter hereof and supersedes any oral or written communications or
representations or agreements relating thereto. No changes, modifications or waivers regarding this Agreement shall be binding unless in
writing and signed by the parties hereto; Provided, however, that SP may amend the provisions of this Agreement relating to Electronic Trading
(i) for regulatory reasons or (ii) to provide additional services by providing written notice to SR. This Agreement. including the Schedules, and
any modifications, waivers or notifications relating thereto, may be executed and delivered by facsimile or electronic mail. Any such facsimile
or electronic mail transmission shall constitute the final agreement of the parties and conclusive proof of such agreement.
18. Valldltv.
SP and SR intend this Agreement ~ be a valid legal instrument, and no provision of this Agreement which shall be held invalid shall in any
way invalidate any other provisions of this Agreement, each of which remains in full force and effect. The invalid provision shall be reformed to
the minimum extent necessary to correct any invalidity while preserving to the maximum extent the rights and commercial expectations of the
parties. The headings in this Agreement are intended for convenience of reference and shall not affect its interpretation.
19. Governll1Q Law.
This Agreement and the legal relations among the parties hereto shall be governed by and construed in accordance with the laws of the State
of New York regardless of the laws that might otherwise govern under applicable choice-of-law principles. The parties hereto agree to sUbmit
to the jurisdiction of each of the federal and state courts located in New York County, New York in connection with any matters arising out of
this Agreement and not to assert a defense of forum non conveniens, sovereign immunity, Act of State or analogous doctrines in connection
with any action.
20. Survival.
Paragraphs 3(d), 4, 5(e), 6, 7, 8, 12, 13, 14 and 19 hereof shall survive the termination of this Agreement and shall continue 1n full force and
effect.
Agreed to by:
CITY OF VERNON
CO~SeTY/~rint) ~
S' t ('r." "tl. d"" A ')
:!Qna ure ill PrIze 0 Icer, partner or propnetor
~ruce . MalKenhorst
Name (Please tyPE! or print)
City Admlnistrator
Title (Please type or print)
February 28. 2005
Date Date
BLOOMBERG. BLOOMBERG PROFESSIONAL. BLOOMBERG MARKETS, BLOOMBERG NEWS, BLOOMBERG TRADEBOOK, BLOOMBERG BONOTRADER. BLOOMBERG
TELEVISION, BLOOMBERG RADIO, BLOOMBERG,COM and BLOOMBERG ANYWHERE are trademarks and service marks of Bloomberg L.P,. a Delaware limited partnership.
All rights reserved.
Agreed to by:
BLOOMBERG L.P.
By: BLOOMBERG INC.,
General Partner
Account: 485022
Agreement: 1598339
Order:
1598339
DT: 1000
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BLOOMBERG L.P.
499 Park Avenue
New York, NY 10022
Telephone: (212) 318-2540
Facsinile: (917) 369-5540
BLOOMBERG SCHEDULE OF SERVICES
SERVICE PROVIDER ("S?'): BLOOMBERG LP.
SERVICE RECIPIENT ("SR1: CITY OF VERNON ACCOUNT: 485022
DEPARTMENT: ORDER DATE: 02/10/2005 ORDER: 1598339
EQUIPMENT ADDRESS: BILLING ADDRESS: (Payment only ac:cepted from Billing Party fisted below)
CITY OF VERNON CITY OF VERNON
4305 SANTA FE AVENUE 4305 SANTA FE AVENUE
VERNON CA 90058 VERNON CA 90058
(City) (StateJProvince) (Postal Code) (City) (StatelProvince) (Postal Code)
United States United States
USER CONTACT: BILLING CONTACT:
DANNY GARCIA 1323826-1422 DANNY GARCIA 323-826-1422
SP and SR are parties to a BLOOMBERG AGREEMENT, Number 1598339 (the "Agreement") which sets forth the terms and conditions under which SP
provides to SR the Services described therein.
MONTHLY COMMENCEMENT DATE
QUANTITY TYPE OF SERVlCESlEQUIPMENT ORDERED UNIT PRICE OF TERM
02 17"FlatPnl wlPC Lease 1,575.00
___mum _n _ '" ,u , ,. ,.". __n ','
I PO#I I I Total: $ 3,150.00
TERMS AND CONDITIONS
1. INSTALLATION OF SERVICE(S); OTHER EQUIPMENT
Pursuant to the Agreement, SR has requested SP to provide the Services at the stated equipment address (as noted above). The Services include one free
subscription to Bloomberg Magazine for each user of the BLOOMBERG PROFESSIONAL service.
2. TERMS & CHARGES
(a) The initial term of this Schedule is from the first day Services or additional Services are provided to the second anniversary of that date (the .Schedule
Term"), unless earlier terminated during the Schedule Term or any renewal thereof. as follows: (i) SR shall have the right to terminate this Schedule or
any portion of the Services provided hereunder at any time upon not less than 60 days' prior written notice to SP; (ii) SP shaH have the right to terminate
this Schedule and/or the Agreement at any time immediately upon written notice to SR if SR breaches any of the provisions of this Schedule; or (iii) this
Schedule sl:1all automatically terminate upon termination of the Agreement. Upon termination of this Schedule, SR shall pay any applicable charges set
forth in paragraph 3 of the Agreement with respect to this Schedule and, in addition, if this Schedule is terminated pursuant to (x) clause (iii) of the
preceding sentence as a result of the termination of the Agreement pursuant to paragraph 2(a)(i) or 2(a)(ii) thereof or (y) clauses (I) or (ii) of the
preceding sentence, SR shall pay a termination charge in an amount equal to 50% of the charges under this Schedule that would otherwise have been
due for the balance of the Schedule Term. Upon termination of any portion of the Services provided under this Schedule, SR shaH pay (i) any applicable
charges set forth in paragraph 3 of the Agreement with respect to such tenninated Services and (ii) a termination charge in an amount equal to 50% of
the charges under this Schedule that would otherwise have been -due for such terminated Services for the balance of the Schedule Tenn. Circuit
installation or upgrades do not affect the term of the Agreement. The fee commences the day following actual installation and shall be invoiced quarterly
in advance. All amounts displayed on this Schedule are in U.S. dollars. To the extent permitted by law, SP may send and SR agrees to receive invoices
via electronic mail. Any fee increase of which SR is notified in accordance with the Agreement or this Schedule will take effect as specified
notwithstanding the issuance of a Schedule setting forth the then current fee.
(b) The Schedule Term shall be automatically renewed for successive two-year periods unless SR or SP elects not to renew by giving not less than 60 days'
prior written notice to the other. If this Schedule is so renewed for any additional period beyond the initial Schedule Term, the charges payable pursuant
to paragraph 3(a) of the Agreement for such renewal period shall be calculated at the prevailing rates then offered by SP, and this Schedule shall be
considered to be amended accordingly.
(c) All installations, upgrades, removals, relocations. conversions, equipment modifications and other changes related to the Services will automatically be
charged at SP's prevailing rates and SR will be invoiced accordingly. If local dedicated circuits for network access are provided to SR, the charges for
such dedicated local circuits are not guaranteed for the term of the Agreement. Increases and/or discounts to such charges may be made on 90 days'
advance written notice and customer relocations may result in immediate price adjustments for such local circuits, SR may terminate dedicated circuits
for network access upon 90 days' advance written notice, provided that SR has installed a replacement approved by SP.
e/ (Additional terms on next page with required acknowledgment)
Customer Initial: Acct: 485022 Agmt: 1598339 Ord: 1598339 DT: 1200 Page 1 of 3 SchGloba/12/08I04
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(d) The Total does not include monthly fees for real-time exchange and third-party information services or applicable taxes, All applicable taxes, including
without limitation, sales tax, VAT, GST and similar taxes, shall be added to the charges for the Services and set forth on the invoices. If tax-exempt, a
COPY of the State/Foreign Tax Exempt Certificate must be submitted upon signing the Agreement.
3. BLOOMBERG ANYWHERE
(a) "Bloomberg Anywhere" shall mean a subscription to the Services that may be used by only one individual. If SR accesses the Services through
Bloomberg Anywhere by use of SP software (each, an "Access Point"), SR shall notify SP of the locations of the computers or workstations via which a
Pennitted User (as defined below) of Bloomberg Anywhere may access the Services upon the installation of any such software and upon SP's request
from time to time. Each Access Point of a particular Permitted User will be permissioned to receive the same functionalities available to every other
Access Point Of such Permitted User, unless SP shall otherwise specify or detennine from time to time. From time to time in SP's sole discretion, SP
may permit Permitted Users to access the Services through Bloomberg Anywhere via additional software-based Access Points or via the internet.
(b) Each individual with access to the Services through Bloomberg Anywhere (each, a "Pennitted User") shall gain access to the Services only through (i) a
standard unique Pennitted User login and password and (ii) a SP secure identification device, as required and provided by SP. All such secure
identification devices shall be included in the term "Equipment." SR shall not permit Bloomberg Anywhere to be shared, switched or replicated between
two or more persons or to be used to access the Services simultaneously from two or more devices, computers, workstations or locations. All Access
Points provided in connection with Bloomberg Anywhere may be accessed only by a Permitted User and access may not be shared with any person
who is not a Permitted User or used in any manner inconsistent with the Agreement or this Schedule. SP reserves the right periodically to audit and
monitor (whether physically or electronically) Bloomberg Anywhere to ensure compliance with the Agreement and this Schedule.
4. BLOOMBERG FLAT PANEL
If this Schedule provides, or may from time to time provide, for one or more Flat Panel screens, SR agrees not to separate, unbolt, move, modify, interface,
duplicate, redistribute or otherwise disconnect any one, both or four of the Flat Panel screens, or use anyone, both or four of the Flat Panel screens in a
manner inconsistent with the tenns of the Agreement, without SP's prior written consent. Unauthorized access or use is unlawful and SP shall have all
recourse and rights as set forth in the Agreement. The access term for the Flat Panel shall be the same as that of the specific BLOOMBERG
PROFESSIONAL service subscription or Access Point to which it is attached, SR's fee applicable to the Rat Panel screens shall commence on the date
following actual installation,
5. SHARED NETWORK; MULTIPLE SERVICES
If this Schedule provides, or may from time to time provide, for a fee for Services calculated on the basis of a shared local network at the same physical
location or multiple Services, then at such time as the network is no longer shared, or m.,.IItiple Services are no longer accessed, the fee for Services shall be
increased to the prevailing rate for Services provided on an unshared or single Service basis.
6. RECEIPT OF THE SERVICES VIA SR'S AUTHORIZED EQUIPMENT (IF APPUCABLE)
(a) The Services shall be made available to SR by means of the authorized equipment set forth on the face of this Schedule or the Authorized Computers
as set forth in the Datafeed Addendum (the "Authorized Equipment"). SR agrees that it will access the Services only through such Authorized
Equipment. In no event will SR recirculate, redistribute, access, receive or otherwise retransmit or re-route the Services to or through any other
equipment or display or permit the use of any information included in the Services on any other equipment or display.
(b) SP shall have the right at any time, or from time to time, to change the technical specifications of any aspeCt of the Services and, in such event, SR shall
take all reasonable steps, at its expense, to modify, reconfigure, upgrade or replace the Authorized Equipment in order to maintain compatibility,
functionality, quality, speed and convenience of the Services.
(c) SP shall have no responsibility for installing, labeling, testing, maintaining, relocating or removing the Authorized Equipment, or for training or providing
support documentation to SR's employees in the use of the Authorized Equipment. All cabling, connections and any interface (including hardware,
software, network or otherwise) between Authorized Equipment and SP's Equipment are the responsibility of SR. NOTWITHSTANDING THE ABOVE,
SP SHAll HAVE AlL RIGHTS WITH RESPECT TO THE AUTHORIZED EQUIPMENT, INClUDING, BUT NOT LIMITED TO ACCESS, ANDSR
SHALL HAVE ALL OBLIGATIONS AND RESPONSIBILITIES WITH RESPECT THERETO, AS ARE STATED IN THE AGREEMENT WITH RESPECT
TO EQUIPMENT GENERALLY. In addition, SP shall have the right to participate in the provision of training and the preparation of support
documentation relating to the use of the Services by means of the Authorized Equipment, although SP shall have no obligation in this regard.
(d) SR shall not move, modify, interface, copy, broadcast, reproduce, port or otherwise use or route the Services or any portion thereof with or to any other
equipment, network or software that SP, in its sole good faith judgment, determines is interacting or interfering or may interact or interfere with the
performance of the Services or any portion thereof and, from time to time, upon SP's request therefor, SR shall promptly notify SP in writing of any and
all such equipment, network and software. SR may use the Services solely for its intemal business purposes and may not use the Services for any
development purposes or to devetop any applications, software or otherwise that could in any way interact or interfere with the performance of the
Services or any portion thereof, except as SP may expressly permit under a separate development license with SR.
(e) In addition to those fimitatlons on liability contained in the Agreement, to the maximum extent permitted by law SP, its officers, employees, suppliers and
third-party agents, shall have no responsibility or liability, contingent or otherwise, for any injury or damages, whether caused by the negligence of SP, its
employees, sub-contractors, agents, equipment vendors or otherwise, arising in connection with the use, installation, or provision of the Services by
means of the Authorized Equipment and shall not be liable for any lost profits, punitive, incidental or consequential damages or any claim against SR by
any other party with respect thereto. SR agrees that SP is not responsible for, any fault, inaccuracy, omission, delay or any other failure in the Services
caused by SR's hardware, software, cabling, network services, or arising from SR's use of the Services on such equipment.
7. THE BLOOMBERG TRAVELER AND ACCESS POINTS (IF APPLICABLE)
(a) THE BLOOMBERG TRAVELER: (i) must be associated with a specific BLOOMBERG PROFESSIONAL service subscription accessed by SR; (ii) will
not be used for an extended period of time in a time zone different than that of its associated BLOOMBERG PROFESSIONAL service subscription nor in
a manner that would result in a reduction of SR's existing or potential subscriptions to SP's Services; (iii) will disenable the associated Service for a
certain period of time; and (iv) may be terminated upon 30 days' prior written notice to SP.
(b) SP may remove or require SR to remove one or more Access Points for any Bloomberg Anywhere subscription that is terminated for any reason.
(c) SR will incur a connection fee for any relocation of SP-provided software or Services. SR-provided hardware and software must meet all technical
specifications provided by SP from time to time. 'SR accepts responsibility for properly loading. maintaining and upgrading THE BLOOMBERG
TRAVELER software and Access Point software on SR-provided hardware, in accordance with SP's instructions and procedures. All software is
furnished under the Agreement and this Schedule and may be used only in accordance with the Agreement and this Schedule, Except as provided in
the Agreement, the software may not be: (i) copied, broadcasted, reproduced, ported or otherwise routed to or used in any fashion on any non-
authorized computer or display or in any other application; (ii) recompiled, decompiled, disassembled, reverse engineered, made into or distributed in
any form of derivative work; (iii) modified, adapted, translated, accessed, loaned, resold, distributed or, except as provided in the Agreement, networked
in whole or in part; or (iv) used with any other terminal, network, or device except as permitted by the Agreement. SP MAKES NO WARRANTY OF ANY
KIND WITH REGARD TO INTERNET ACCESS, THE HARDWARE AND THE SOFTWARE, INCLUDING, BUT NOT LIMITED TO, IMPLIED
WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. SP shall not be liable for errors contained in the software or
related to internet access or for indirect, incidental, consequential or special damages in connection with the furnishing, performance or use of the
software or intemervt access .-
(Additional terms on next page with required acknowledgment)
Customer Initial: Acet: 485022 Agmt: 1598339 Ord: 1598339 DT: 1200 Page 2 of 3 SchGIoba112/08/04
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8. COMMUNICATIONS CIRCUITS AND FACILITIES
SP shall attempt to resolve any inquiries of SR regarding communications circuits and facilities used in accessing SP's Services. Notwithstanding any
. provision.!n the Agreement or this Schedule, SP is not respdnsible or liable for the availability or reliability of any communications circuit or facility which SP
secures from a third party or for any act or omission of such third party furnishing such communications circuit or facility. SP MAKES NO
REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO SUCH CIRCUITS OR FACILITIES AND DISClAIMS ANY
IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE OF SUCH CIRCUITS OR FACILITIES.
9. APPUCABILITY; FORM '
(a) The terms and provisions of Sections 3, 6(d), and 7 of this Schedule shall apply to Services provided hereunder and under any other Schedule relating
to the Agreement executed before the date of this Schedule.
(b) This Schedule, and any amendments hereto, may be executed and delivered by facsimile or electronic mail. Any such facsimile or electronic mail
transmission shall constitute the final agreement of the parties and conclusive proof of such agreement
Agreed to by:
CITY OF VERNON
Company Name (Please Type or print)
~~'
Signature (Duly authorized officer, partner or proprietor)
Bruce V. Malkenhorst
Name (Please type or print)
City Administrator
Title (Please type or print)
February 28, 2005
Date Date
BLOOMBERG, BLOOMBERG PROFESSIONAL, BLOOMBERG MARKETS, BLOOMBERG NEWS, BLOOMBERG TRADEBOOK, BLOOMBERG BONDTRADER, BLOOMBERG
TELEVISION, BLOOMBERG RADIO. BLooMBERG.COM and BLOOMBERG ANYWHERE are trademarks and service marks of Bloomberg LP" a Delaware limited partnership. All
rights reseJVed.
Agreed to by:
BLOOMBERG L.P.
By: BLOOMBERG INC.,
General Partner
Account: 485022
Agreement:
1598339
Order:
1598339
DT: 1200
Page3of3
SchGIoba112108l04
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BLOOMBERG DATAFEED ADDENDUM
BLOOMBERG LP.
499 Park Avenue
New York, NY 10022
Tmephone: (212)318-2540
Facsimile: (917) 369-5540
ACCOUNT: 485022
ORDER: 1598339
Addendum to the Bloomberg Agreement No. 1598339 (the "Agreement") between Bloomberg L.P. ("Bloomberg" or "SP") and CITY OF VERNON
("SR").
Backaround
A. SP and SR are parties to the Agreement referenced above and the Schedule(s) of Services (the "Schedule").
B. SR has indicated a desire to receive certain information contained in the Services (the "Information") by means of a datafeed (the "Oatafeed") and
to distribute the Information and Reformatted Information (as hereinafter defined) to Bloomberg-designated computers of SR equipped with a
Bloomberg-supplied keyboard and/or Bloomberg proprietary computer boards (the "Authorized Computers").
C. SP is willing to provide to SR the Information by Datafeed, subject to the terms and conditions of the Agreement, and as amended by this
Addendum.
D. Capitalized terms which ate not defined herein shall have the meanings stated in the Agreement.
E. If there are any inconsistencies between the terms of this Addendum and the terms of the Agreement, the terms of this Addendum shall apply.
Definitions
A. "Umited Amount" shall mean a portion or amount of Information that, evaluated quantitatively and/or qualitatively, in SP's sole judgment, does not
materially prejudice the ability of SP to exploit the Information or the ability of any source of any part of such Information to exploit such part of the
Information or in each case to realize revenue in connection therewith.
B. "Reformatted Information" shall mean Information in a form in which the underlying Information, in SP's sole judgment, remains identifiable.
C. "Derived Information" shall mean Information used by SR for the purpose of carrying out calculations and displaying the results.
D. "System" shall include, without limitation, any software, hardware or other equipment or services used by SR to receive, store, analyze, manipulate
or process the Information, Reformatted Information or Derived Information.
Rlahts to Use .'
1. SP agrees that SR may, solely for the purposes and on the conditions set forth in this Addendum, receive the Information by means of a
Bloomberg Datafeed into Authorized Computers of SR. SR may use the Information, Reformatted Information and Derived Information for SR's
internal business purposes, including without limitation, as input to computer applications on Authorized Computers. In no event will SR permit the
Information, Reformatted Information or the Derived Information to be used in any way not specifically authorized by SP. In no event will SR permit
the Information or the Reformatted Information to be moved, copied, broadcast, reproduced, ported, or otherwise routed to or used in any fashion
on any non-Authorized Computer, printer, display, or application; provided, however, that'SR may store the Information, Reformatted Information
and Derived Information as set forth herein. SR will take all steps reasonably necessary to ensure that SR's employees comply with all provisions
of the Agreement, including this Addendum, and will obtain from its employees appropriate agreements regarding confidentiality and non-
disclosure to prevent unauthorized disclosure and misuse during and after the Term.
2. Notwithstanding the provisions of the paragraph titled "Scope of Services" set forth in the Agreement and subject to paragraphs 1 and 4 (Rights to
Use) of this Addendum, in the ordinary course of business, SR may use and disseminate a Umited Amount of the Information and Reformatted
Information to support the primary business of SR; orovided, however, that SR may not use or disseminate the Information, Reformatted
Information or Derived Information in any manner which could cause the information so used or disseminated, in SP's sole good faith judgment, to
be a source of or substitute for the Information otherwise required to be supplied by SP or available from SP. Subject to the foregoing restrictions,
SR may use the Information, Reformatted Information and Derived Information in SR's services in the nature of providing company research to its
customers, trade reporting, portfolio reporting and trade proposals.
3. The number and location of the Authorized Computers are set forth on the Schedule. SR agrees that each Authorized Computer, printer and
Bloomberg controller will have a unique address, which win be provided to SP prior to installation. SP shall have all rights with respect to the
Equipment provided by SP, including, but not limited to, access to such Equipment; and SR shall have all obligations and responsibilities with
respect thereto, as stated in the Agreement.
4. SR agrees to comply with all restrictions on use required by providers of Exchange Data (as hereinafter defined) or Additional Information (as
hereinafter defined).
5. SR understands that third-party contributors may choose to inhibit or prohibit their information from being accessed by SR via the Datafeed.
6. It is expressly agreed between the parties that fhe rights granted to SR under this Addendum do not include the right to store all or any part of the
Information or Reformatted Information in databases for access by any non-Authorized Computers, non-BLOOMBERG PROFESSIONAL service
subscribers or any third party or the right to distribute any database services containing all or any part of the Information or Reformatted
Information. Notwithstanding the prior sentence, SR may, solely for access by and use on the Authorized Computers. store the Information and
Reformatted Information on SR's network server for the duration of the term of this Addendum. Upon termination of the Agreement or this
Addendum for any reason whatSoever, SR shall use its best efforts to promptly delete or purge any and all Information and Reformatted
Information, including copies of the Information and Reformatted Information from any System(s) SR used with the Information or Reformatted
Information and SR shall immediately, upon such termination, cease using any and all Information and Reformatted Information. SR shall provide
SP with evidence satisfactory to SP of all such deletion and cessation of use. At any time thereafter, if SR finds any Information or Reformatted
Information on any of its systems that was not deleted or purged, SR shall at that time promptly delete or purge such Information. Upon
termination of the Agreement or this Addendum, SR shall not be required to delete, purge or cease permitted use of (i) Derived Information or (ii)
any Information or Reformatted Information that SR is required by a legal or regulatory body of competent jurisdiction to maintain for internal
reporting, archiving or storage purposes after such termination.
Protections
7. Notwithstanding anything to the contrary contained in this Addendum or the Agreement, SR may not use any portion of the Information,
Reformatted Information or Derived Information in any manner that is competitive with any product or service then being offered by SP including,
but not limited to, any use of such data that may:
(a) result in the diSplacement of an existing subscription of, or the loss of a potential subscription by, a third party to SP's information services
including, without limitation, services with respect to Additional Information (as hereinafter define<1); or
Customer Initial:
~/
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Acct:
485022
Agmt:
1598339
Ord:
(Additional terms on next page with required acknowledgment)
1598339 DT: 1400 Page 1 of 2 DatGlobaI12115/04
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(b) result in a reduction of SR's existing or potential subscriptions to SP's information services, including but not limited to, the number of
Authorized Computers and BLOOMBERG PROFESSIONAL service subscribers or users under the Agreement receiving the Information; or
(c) prejudice the rights of SP or any sources of any part of the Information to exploit its respective portion of the Information. If SP believes in
good faith that such service or product of SR competes with SP in the manner specified above, SP may terminate this Addendum and/or the
Agreement, pursue any and all remedies in respect of such breach, and may require that SR immediately discontinue its use of the
Information and Reformatted Information and comply with the provisions of paragraph 6 hereof.
8. SP reserves the right to audit and monitor (whether physically, or electronically) (I) the requests of SR for the Information, the Exchange Data, and
Additional Information and (ii) the number of Authorized Computers enabled to access the Information, Exchange Data and Additional Information.
Subject to the terms of this Addendum, SR shall allow SP access to any of its premises and appropriate access to the Authorized Computers at all
reasonable times for the purposes of such auditing and monitoring.
9. SR agrees that if as a result of auditing or monitoring by SP under paragraph 8, SR is shown to be using the Information or Reformatted
Information on non-Authorized Computers, except as permitted by this Addendum, or other computers enabled to access Exchange Data or
Additional Information additional to those listed on the Schedule, SR shall be liable to pay additional charges and/or Exchange Fees (as defined
herein) and/or Additional Information Fees (as defined herein) in respect of each such computer or display, such charges or fees to be calculated
from the day following actual installation of the initial services. In addition, SP shall have the right in such event to terminate this Addendum and/or
the Agreement and to pursue any and all remedies in respect of such breach.
10. The number and location of Authorized Computers enabled to access Exchange Data and Additional Information are as shown on the Schedule.
Reports
11. SR agrees to maintain a log and produce a report to SP on a monthly basis, or as reasonably requested. listing the number of Authorized
Computers per location and the unique address of each Authorized Computer.
12. As requested by SP, SR shall provide to SP a certificate signed by SR's external or internal auditors or such other authorized person acceptable to
SP verifying the most recent of the reports referred to in paragraph 11 above and the service charges paid by SR and confirming that SR is in
compliance with all terms and conditions of the Agreement and this Addendum.
13. SR will include in the monthly report the number and location of Authorized Computers enabled to access stock and commodity or other applicable
exchange data included in the Services ("Exchange Data") and/or information included in the Services under agreements between SP and the
providers of such information ("Additionallnforrnation"), as are shown on the Schedule. SR shall pay all fees charged by the relevant exchanges
for access to Exchange Data ("Exchange Fees") or fees charged by the relevant third party for access to Additional Information ("Additional
Information Fees"). SR acknowledges and accepts that such fees may be charged on the basis of each Authorized Computer enabled to access
such data or information and that the basis of charging and amount of such fees may change upon notice.
Display Reaulrements
14. SR agrees to identify the Information and Reformatted Information by displaying it in accordance with the following rules:
(a) any third-party contributed data contained in the Information shall be identified by the name of the third party or as otherwise required by Sllch
contributor.
(b) any data contained in the Information and Reformatted Information contributed directly by SP shall be identified as Bloomberg data.
15. SR will ensure that all real-time Information is displayed with the SP time stamp as supplied to SR and will use its best efforts to ensure that:
(a) its computer system will respond in less than three (3) seconds to all requests to display the Information as permitted by this Addendum and
the Agreement.
(b) where the Information is displayed in real-time, it will be displayed in less than three (3) seconds from the time it is received through the
Datafeed into the Authorized Computers.
16. SR shall pass on all SP-provided system status messages to the Authorized Computers which are displaying any Information and Reformatted
Information.
17. All EXchange Data and Additional Information shall be displayed by SR in accordance with the rules of the relevant eXchange(s) and Additional
Information providers.
AdditIonal Terms and Conditions
18. SR agrees that SP is not responsible for any fault, inaccuracy, omission, delay or any other failure in the Information. the Reformatted Information,
the Derived Information, the Exchange Data or the Additional Information caused by SR's computer equipment or arising from SR's use of the
Information on such equipment.
19. If SR is a Trading or Portfolio system user of SP's information systems, paragraphs 6 and 14 of this Addendum shall not apply to information
which originates from securities storaged in Trading or Portfolio systems.
20. This Addendum, 'including any modifications, waivers or notifications relating thereto, may be executed and delivered by facsimile or electronic
mail. Any such facsimile or electronic mail transmission shall constitute the final agreement of the parties and conclusive proof of such agreement.
Agreed to by:
CITY OF VERNON
Company Name (Please Type or print)
rL---
/'
Agreed to by:
BLOOMBERG L.P.
By: BLOOMBERG INC"
General Partner
Signature (Duly authorized officer, partner or proprietor)
Bruce V" Malkenhorst
Name (Please type or print)
City Administrator
Title (Please type or print)
February 28, 2005
Date Date
BLOOMBERG, BLOOMBERG PROFESSIONAL, BLOOMBERG MARKETS, BLOOMBERG NEWS, BLOOMBERG TRADEBOOK, BLOOMBERG BONOTRADER, BLOOMBERG TELEVISION,
BLOOMBERG RADIO, BLOOMBERG, COM and BLOOMBERG ANYWHERE are trademarks and service marks of Bloomberg LP., a Delaware 6mited par1nerShip, All rights reserved,
Account: 485022 Agreement: 1598339 Order: 1598339 DT: 1400 Page 2 of 2 DatGlobaI12115104
111111I11111111111111111111 11111 1111111111 11111111I11111111111 11111111111111 I II III 1111111111111111111111I11 111111111 I II 11111 111111I1 II III 11111 11111 1111I1111 1111
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Bloomberg
REAL-TIME ORDER FORM
Instructions: Please provide the information requested and select the services required for the SID# by checking off the
boxes in the left column, Please make as many copies as required for additional users. (*We cannot process un-signed
requests). THE FASTEST AND EASIEST WAY TO ORDER IS TO TYPE EXCH<GO> and then hit 95<GO> to fill in
our online order form.
Account Name: CITY OF VERNON
User Name:
Account #:
I 485022 Order: 1598339
~/~~
SIGNATURE IS REQUIRED TO PROCESS THIS ORDER
SIO#:
UUID#:
SN#:
SIGNATURE:
Type lAM or IAMX<GO> 10 obtain
FaX# I Email: Print Name: Bruce V. Ma 1 kenhorst
r~7Ja~I'o;~ONALSERV;CES='SE~{EXC~~GO;}FO"'R"MORE~NFO . "MOtitHL'{SUBSCRiPiiotH=EES"PERTERMINA1:tIN'US
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MICEX GOVERNMENT SECURITIES (GKO AND OFZ) MIXG $ 100
.............. . .. m.. "................. ..._m .._............._..... .m............ ...............___......_._...._ no ...m_._......... ".___0.._.. .... .....m.............. ....... no. . ..... ...._........... ... .......... .................. .. on... ........... ....................._........._..._....
MINNEAPO~!S. (3~,~"~~~,~~.<3.':....___,._.............._,__..",.___"_..t.l(3~..L...,.....,,",. .. ___'.____,.__________''..._._~.1~___.,_....,_...,.".".,
EXCHANGE LEVEL 1 f i MONT j C$ 29
J..MQNI~l;N,gxQfiANG.I;,(gy~:.:,'?(i~~~~J~~!:jI~::rM0N2.1 "'.',,....... ,........ ...... "" ,..... C$ 39
: MTS - AMSTERDAM BBO$35'
MTs=-AuSTRIABBO"" '....'-.'----."....'$35.............. ",."............
MTS "::SELGjUM BBO"""""'''-''''''''-'''''''''''''''''''''' ..$35..".-...'
-M'fs"='DE'N'MARK-'t~BCf-"'-"'-' ..... .......- ..__...._........M._.............Mm._ ..-:5""35...-...-.... .- m..........._............._
,..,..Mts=eUROBBCj"'''''' """..",."",.""...-,--" ".-.,....""......,..,...."'$'35""...::.... ."..........,.,.,.....,
,.. ..,.. ..,....i_Mf~~gQRQQ.F~J~Q!!,"!BO"".".,.."'..- ...'$35 ..,."."',,.......,...,..,'.'
j 1 MTS - FINLAND BOO .....m...............-........_............. ............-.........-......-$ 35
1..........,."...'.MTS::::i=AANCES'SO..... .'..,.."".,.,..,....".. """".,.........--.. ."....,........... ""--$"35 ,."',."...,....--...
"""""MTS::::GERMANvBBO""""""""""""""'" "$35"" '."'.... ...
j~~Tf{~1ARQ::f.}~Q,...:--'-'- ....,...,....."..'::.........,...",::::::.::.:::. ..",.,.., '.."$35 .,., ..,.,..".,-,.,'. ,.,..::.,.',.:.,'..,.,.,',.,:..',:.,.,::':::::::....,.. "'--i
",' ,TS...ITALYBBO ,.""" ".... " "" "" ,:MT2! '" ............m..$35
}_.__M.::.._ 'Mfs~~pQR'tQ9AL,~~~L,'__~:..--=-:....:::==~~:==....~.-.:rp_~T2 r'" , "",.,. , '..$35m..._.__.._._......_._~
.',.,. ! MTS - SPAIN 880 . '.! 'SMT-"" "'.-........-.---.----'-........--$'35-'------....-
:.'::[NAgf&<[l;EVI;I,...n~:f:~J.E7iEVE~fIl~==::..-::.=::=::ni~~ . .......__....,.:::::::==$ 20(PlUUl ADMIN FEEL==:'-':'-'::':":=:::..':_
, NASDAQ SUPERMONTAGE QUOTEVIEW . NQ ~}O(I",~[)rrIQN TO"'~I.EVEt 1)
NASOAQV'iewSUlfEf '" ,,' ",.....,,_, N.... ..,.,.. ....,l.!.9.(IN~p'I!I()N!Q~[)!::!:.VEI.1J...
NASDAQ OPENViEW ,'.." '........Om' ".,...... j IMQ....................~!."..,...,..,.......
..:Qfj~g~::_------",...,----.......-__T~'i~t., ,,""""FiRST TERMINAL: $ 95; EACH ADDITIONAL: $ 20
i NEW YORK MERCANTILE EXCHANGEf . NYMX'~"'---j::IRST TERMINAL: $ 60; EACH ADDmONAL: $ 22,....'--......
...../- ..+ .... "H.. .,."......... ............a.U$.$,5.AQM!NEEEPEBJ"QCAT!ON .... ,..... "',.....
Y' i NEW YORK STOCK EXCHANGEf : NYSE PRICES VARY BASED ON NUMBER OF TERMINALS ,
PlUS $1.00 ADMINISTRATIVE FEE IFIRST UNIT: $127,25) i
1:~:==~-:=.=~I~!tE~~li~ii~=~=.=~======:::-:T~ti[I.:-.,~==:==:~~=:::=~===:,=.:..~_~:!~===::::..:::-~:~......_--~._____...'____m.....'
..,l!'!OBP PQ()!:::..t."Q'3I?I~POWER EX<?...HANGE " " ,: NORD, , ,',' " , , , " ,." , " ""'" $ 15, , " , , ., "
. ~=t~~h~~~~~I=~~~=~~~Q-==:~=:':...=-..==::=='=E~~i.~::=::.==:===..~~=.:.:=...~__.:===:.::.=...:=,_::~~:=:==:::::=:m,. ..".
i,OPTIQ",SpgICt:REP()RTINGAlJTHQRITY . OPRA . " "...." "'" "" "'" " "" , ~ 32,25
..m..,' OSAKASECURITIES EXCHANGE ,..,. OSE, IN JAPAN:.~'1400; ALL OTHERCOtJNTRIES:$16
~~~6s~t~~~~~~" BID I AsKTLAST~E 'OSLO:...::m..........'......~,:.,~!i""'.. .......".... '".........,. ",.: .."
: PINK SHEETS LEvEL TWO
! ._ ~..!:EVEL ONE PLUS MARKET MAKERS (INCLUDES LEVE , " i ,. ,. " $ 49.95
,om._..___ .~f'Mi~...w.!fQisj:rMOl!~ I ~_ONIi..J:Q.T.9~~~:::==-':J.....J?~Jf -,--...-.,.......:::=J[sw~DErfH.f@~Qlft~1i>.~_~W~~~i!J?,~..::=::=:.=::=.
PRAGUESTc.x;KEXCHANGE . PRA $ 20
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, RTS DERIVATIVES FOR!.~)" ,.."'........"_..__,.. .......m...........m...... ..., ...".... """"'~;Z()
G~YSTEMS.... '" , , "" "" '" '" $ 55 '" , """"'" ,
!=X<::HAN9t:(~QY.t:~I",6,) "".. '" .. "'0" " ". 0 ,.....!N~~I~:E'3.t:1;;9lJT::>IP!=,J:l~II",:~~? ,.
IN BRAZIL: FREE
..,~~I~~~~~ FUTURES EXCHANGE OUTSIDE BRAZIL _ FIRST TERMINAL: $ 34; EACH ADDITIONAL: $ 20
~ SHANGHAI STOCK EXCHANGE .... m......_... .mm - .'9 ...... . "$"40
...,..,.:::......i'SHENZI.iEN'S'fOCk EXCHANGE"'''''. , , ,...:..:::.::....:.'.....--'-..........---...$30..--....'
ECOMMOOiTYEXCHANGE , ." ."" " , " ',"',' , " m", " ,. $15
SINGAPOREEXCHANGE'~ DERiVATIVES TRADiNG '[SGx:OTj'r . m, ""m ..., --, "", ........... .... ....., '$20'--" "
, , , $20 OUTSIDE CHINA;FREE IN CHINA
........ S~~~~~I~~TlJ~:~=~CH.I\tol<>l:....."....,.... ....,.SFUT (,,!ON~!<Q~~~~~9,~D ",:~~AN ARE: CON~IDERED OUTSIDE CHINA)
, $ 35 FOR NON-MEMBERS
$20 FOR MEMBERS ,
SBBO '(To get the member rate you must inform the Bloomberg Exchange departmentlhat you are i
a member and additional confirmation may be required from the Exchange)
...............-.....-.. -.......................... ........... ..... .......................
...........................-......i
~.._.......
(n.
......1
; SINGAPORE EXCHANGE - (SGX-DT) " 3 BEST BID I ASK
i (INCLUDES SIMX (LEVEL 1))
...';'...n
; SINGAPORE EXCHANGE - (SGX-ST) MARKET DEPTH "30'
m__L(IIII<::I.l.l[)I;~~I"!~(l,t:Yl;l,m ,
SG3
$20
Prices are subjeclto change, without' notice,
1 Subscriber agreement required
2 You must be a subscriber of the primary exchange ,
3 Members must notify Bloomberg of therr membership status to receive the lower tee
NEW YORK EXCHANGE DEPARTMENT: (T) 212-318-2540, (F) 917-369-4595, exchanaes@.b100mbera.net
. ,
.
., .,
. , '
'><1P._... ,'-''''''-
SUPPORTING
DOCUMENTS
..
03/01/05 TUE 08:29 FAX 323 826 1425
CITY OF VERNON Utilities
1aI0(
B100mbtttg L.P.
499 Par\( Avenue
Nttw Vork, NY 10022
Phone: 212-318-2540
FllceIn1ile: 917-369-5540
BLOOMBERG AGREEMENT
SERVICE PROVIDER (liSP"): BLOOMBERG LP.
SERVICE RECIPIENT ("SR"): CI'1Y OF VERNON ACCOUNT: 485022 AGREEMENT: 158833'
(Compal'ly N.me)
SP agrees to provide to SR the equipment and services described in paragraph 1 hereof, and SR subscribes to such services in accordance with
thi$ Agreement.
1. Services.
The servicn provided hereunder (the "Services") shall consist of B nonexclu&lve and nontransferoble right to use the BLOOMBERG
PROFESSIONAL service information, data, software 91'ld equipment (the "Equipment") d$$cribed in the aloomberg Sehedule(s) of Services
annelled hereto, as the same may be amended from time to time (each a "Schedule" and collectively, the "Schedules"), in aceordance with this
Agreement,
2. Term.
(8) This Agreement shall be effective from the date it is accepted by SP unlll the date that is two yeers. after the Services ate first provided
(the "Term"), unless earlier terminated during the Term or any rel'lewal thereof, as follows; (i) SR shall have the righl to termil'late this
Agreement at any dme upon not less thliln 60 days' prior written notice to SP and upon payment of the charges set forth in partlgreph 3
hereof; and (ii) SP shall have the right to terminate this Agreemlill'lt at any Uma immediately upol'l wrltt9n notice to SR if SR breeches any
of the proviSions of this Agreement,
(b) The Term &hall be automatically renew9d for successive two-year periods unless SR or SP eleei$ not to renew by giving not leS$ than 60
days' prior written notice to the other. If this Agreement 15 &0 renewed for any additlonell period beyond the Initial Term, the charges
payable pursuantlo paragraph 3(a) her90f for such renewal plllrlod shall be calculated at the prevailing rates then offered by SP, Olnd the
Schedule shall be considered to be emended accordingly.
3. Charlles.
(a) SR agree510 pay SP the amount indle<ltad on each Schedule, together with (i) any applicable taxes for the Services, (II) any levies or fees
impoSed or oharged by exchanges or other Information services or EiOUrces displayed through the Services at SR's request and (III) Olny
charge for installedon, relocation, removal or any other changes 10 the Equipment, all of which shall be payable upon presentation of an
Invoice therefor.
(b) If SR uses Electronic Trading (as defined below), SR shall also pay all applicable access and trensactlonOlI fees set forth on Menu ETOR
(as detined belOw) or of which SR has been given prior written or electronic notice, in each case related to the E1ectronio Trading of SR
and/or of a Customer (as defined below) of SR, and any sales tax, VAT, GST or similar IaxElslmpO$8d on the access and transacllona!
fees.
(c) SR shall pay for all costs of cabling, QQmmunlcations (including, without limitation, network acee$s). electrical and common oarrler
equipment insUlIlSitlon charges Incurred In connection with the Services. SR shall obtain all necessary authorizations from exchanges and
other information vendors and shall pay for each third-party Information service accessed for display through the service. The total
monthly ehOlrga does not inolude monthly fees for "real-time" eXchange and third-party Information services, If SR selects any of these
services, SP shall submit th$ appropriate applications for such services, a price 1IIlt, and bill accordingly. SR shall pay any taxes,
assessment$, fees or penalties In respect of the Services and/or the Equipmel'lt whICh may be SR's legal respQnsibility to pay. In
addition, SR shall reimbu1'5e SP for all property taxes 81'1dJor assessments with rlllgard to the value of SP'$ Equipment in service at SR's
premi51llG,
(d) If SR terminates this Agreement pursuant to paragraph 2(01)(1) hereof or SP terminates this Agreement pUl'SUantto paragraph 2(a)(ii)
hereof. SR shall be liable for all amounts payable pursuMt to paragraphs 3(a), 3(b) and 3(e) hereof through the dOlte of termination plus a
termination oharge In an amount equal to 50% of the charges C<llculated in accordance with each Schedule for the balance of the Term.
4. Distribution of SR Data.
SR shall not distribute dSita to other users of the Services by means of the Services without SP'$ prior written consent. Notwithstanding the
Olbove, if SR contributes or provides prices or ratings to SP or on cll'lY product or service provided by SP and/or its affiliatGS,SR hereby grants
tQ SP, and SP hereby accepts, a nonel(cluslvEl, worldwide lioel'l6G to use such prices or ratings In SP's generic, "fair value," composite or
theoretical price$ or ratings. or other similar pricing or rating models, and in the development and distribution of SP's descriptive database,
This paragra,:th Is not intended to pr(Jhlblt BR's use of Ihe message system included in the Services.
5. ElectroniQ Tradina.
(a) The Services shall include "Electronic Trading", which Includes (a) all eleotrol'llc trading systems. products or services1 order-routing
systems, products or services and olher transactional systems, prOdUClS or services accessible via the BLOOMBERG PROFESSIONAL
service Bnd (b) the services listed on the Electronio irading and Order Routing Mel'lu Page. as it may be updated by SP from time to lime
(I"Menu ETOR") to add or delete additional services. Menu ETOR Is accessible via the BLOOMBERG PROFESSIONAL service funotion
ETOR <GO> (or IlS replacement function) and is incorporated herein by reference, If there is any conflict or h'\~nsistency between this
Agl'tlement and any other agreement between SP and SR and/or eny of SP's affiliates with respect to Electronio Trading, then such other
agreement shall prevail, but only to the extent of the connict or inconsistency.
(b) SR shall not enable any Customer for Electronic Trading until such Customer has entered Into an agreement with SP containing
provisions similar to those eontalned In this Agreement with respect to Electronic Trading, SR shall comply with all applicable taws,
regulations and rules in its use of Electronic TradIng and SR shall settle or cause to be settled all trades entered via the BLOOMBERG
PROFESSIONAL service or any computer iii'll< (collectively with the BLOOMBERG PROFESSIONAL service. an 'Electronic Unk")
licensed to SR or Customer, rli!gardloss of whether SR or Customer authorized the Individual or Customer who entered or effected the
trade to do so. Each time $R enters an order, effects a transaction or OthMNIli9 uses Electronic irading or enables a Customer to use
Customlilr Initial: e-
111111111111111111111I111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111I1111111
Acct:
485022
Agmt:
1598339
Ord:
(Additi0I1.1 tarm. an next pilge with tequlred acknawledgment)
1598339 OT: 1000 Page 1 of 4 AgComboGlob 12100/
03/01/05 TUE 08:30 FAX 323 826 1425
CITY OF VERNON Utilities
~O(
Electrol1ic Trading, It $/'Iall be deemed to represent and warrant to SP that: (i) SR understands that the laws of many jurisdictions require
non-resldtl'lt firms to obtain licenses as financial services providers before soliciting transactions from entities located In such jurisdicUons
and SR has obtained all required licenses inlhe jurisdicUOI1S 11'1 which CUstomers ate located; (Ii) SR has all regulatory and legal authority
to enler into this Agreement and to engage In Electronic frading; (III) if SR has Customers In the United States that transmit or receive
Orders in securities, It Cl<) is registered with the U,S. SeclJrities and Exchange Commil\l$ion as a broker-dealer and Is 8 member of the
Na~ol'tal Association of Securities Oealers. Inc., or (y) will comply at all Umas with the exceptlon from such registration provided by Rule
1613-6 under the U.S. Securities Exchange Act of 1934 Or (~) is otherwise exempt from such reglmtion; (iv) SR is a sophisticated market
participant that is knowledgeable about the securities and Interests traded or routed by use of ElectrOl'llc Trading and understands the
related risks; and (v) SR has Implemented commercially reasonable securily proeedures intended to limit aCCess to Electronic Trading to
authorized individuals. .Customer" shall mean any person or entity enabled by SR for Electronic Tll!Iding.
(0) If 5R provides quotations in interests quoted on Electronic Trading to any other system that Commingles quotations ("Other System"), SR
shall enable Its Customers that are also customers of 5P or Its AfI)lI~ted Companies (as defined below) to Interact with SR's relevant
pricing dlsplay(s) on Electronic Trading to the extent SR has enabled such Customers for an Other System.
(d) SR shaU have the right to terminate the use of any Electronic Trading at any time by giving written notice to Sp, SP and/or Its Affiliated
Companies shall have the right to terminate and/or suspend SR's and/or Customers' U$lil of any and aU Electronic Tfsding at any time,
(e) Sp's Associated Persons (as defined below) and the Additional I!I'Itltle5 (as defined below) Shall bClthird-party bel'Ienciaries with respect
to SR's agreements and obligations In conneetlon with Electronic Trading, including, but not limited to, SR's agreements and obligations
contained In paragraphs 3(b), 5, 6 and 7 hereof, "SP's Associated Persons. shall meal'l Affiliated Companies of SP and the partners,
suppliers, SueoeSflors and assigns of SP and its Affiliated Companies and their respective officers, directors, employeelll and
representatives, and the term "Affiliated Companies. of $P shall mean those companies controlling, controlled by or under COmmon
control with SP. including, without IImlt~tion, those Affiliated Companies listed on Menu ETOR tt\at al'E! Involved in making Eleotronic
TlOldll'lg available. "AddItional Entities" shall mean dealer participants. system operatol"5, exchanges, markets, order aggregation feoililies,
executing brokers, clearing brokel'S, and any other entities or persons involved II"J Eleotronic Trading,
(f) SP's signature wltI'l respect to itB rights, obligations and agreements In connection with Electronlo ir&dil1g shall be on ItG OWn behalf and
On behalf of its AffIliated Companies, as applicable.
6, Warranties and L1mlt3t1ons of Liabilities.
(a) Each time SR lISe~ the Sel'Vioes. SR shall be deemed to represent, warrant and covenant to SP that: (I) it has 811 requisite regulatory and
legal authority to enter Into and be bound by thIs Agreement; and (ii) its use of the Services complies wltl"t all applicable laws, fl,lles and
regulations,
(b) SP MAKES NO WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE ATTAINED BY SR OR OTHERS FROM THE USE OF
THE SE::RVICES, OR THE EQUIPMENT BY WHICH THE SERVICES ARE: PROVIDED, ANO THERE ARE NO EXPRESs OR IMPLIE;O
WARRANTIES O~ MERCHANTABILITY' OR FITNESS FOR A PARTICULAR PURPOSE OR USE. The Il'lformation and data contained
in the Services are derived from sources deemed reliable, but SP and its suppliers do not guarantee the correctness or completeness of
any programs. datJI or other Information furnished in connection with the Servi~. To the maximum extent pennitted by law, SP shall not
be responsible for or have any liability for any injurielll or damages caused by the EqUipment or by delOlYS or interruptions of the Services,
from whatever caUSB, and shall nol be liable for damages ansing from the use or presence of the Equipment On SR's premISf;l$. SR is
solely responsible for the OIcouraey and adequacy of the "'tEl and information used by It and the resultant output thereof. SP shalll"tave
no liability or responsibility for the security or maintenanoe of any data input by SR.
(0) SP, its suppliers and 11$ thlrcl-party agents shall have no responsibility or liability, contingent or otherwise, for any injury or damages,
whether oaused by the negligence of SP, its employees, subcontractors, agents, eqUipment vendors or otherwise, arising in connectlol'l
with the Services rendered under tI'lls Agreement or the UlllS of the Equipment and Illhall not be liable for any lost profits, losses, punl~ve,
Inoldental or consequential damages or any claim against SR by any other party.
(d) SP, SP's Assoclatfld Per$Oos and the Additional Entlties make no warrantles, explicit or implied, with respect to Eleotrol'1lc Trading. To
the maximum extent pelTl'lllted by iaw, SRreleases SP, the Additional Entities, SP's ~SOCiiated persons and Its third-party agents from all
liability, il1cluding, Without limitation, for any loet profits, losses, punitive, incidental or consequentIal damages arising from SRls use or any
use by Customers of Electronic Trading, regardless of the cause; orovldll'R, however, that an Addit'~1 Entity acting as a oollnterparty to
a trade shall not be released from liability for Its failure to settle a trade with SR.
(e) SR shallll'\demnify, hold harmless and at SR'e el(pense defend SP, SP'$ AssOciated Persons al"\d the Additional Entitles against any loss,
claim, demand or <<,xpense (including reasonable attorneys' fees) arising in connection with a breach of this Agreement by SR or the use
Of the Services by SR or Customer.
(I) Notwithstanding anything to the contrary In paragraph 6(e), an Additional Entity shall not be Indemnined for its failure to settle a trade with
SR IniUated via an Electronic Trading system, product or service.
(g) Limited by paragraph 6(h), to tI'le e)(tent pennitted by law, the aggregate liability of SP and SP's Associated Persons arising in connection
with 8 given ElectrOnic Trading SY5tem. product or seNloe fOf damages, regardless of the form of the action, shall not exceed the fees
paid by SR for the BLOOMBERG PROFESSIONAL SEII'Vloe 5ubscription(s) of SR enabled for the Electronlo Tteding system, produot or
service In que~tlon during the three months preceding tI'le first loss or damage, or In the case of Customers enablecJ on, or SR's use Of, an
Electronic Link otMf than the BLOOMBERG PROFESSIONAL service. such liability shall not exceed the fees paid by SR for a single
BLOOMBERG PROFESSIONAL service SUbscription during tI'le three months preceding the first 108$ or damage.
(h) Notwithstanding a",ything to the contrary in this Agreement, to the extent permitted by law, the aggregate liability of SP and SP's
Associated PersonS ariSing in connection with this Agreement, the Services and Electronic Trading for damagel\l, regardless of the form of
the action, shall nof ellCMcI the fees paid by SR for the SeNlces during the three month.e pl'lllcedil19 the first loss or damage, and this shall
be SR's exclusive femedy.
(i) No pany shall be liable to the other for any defaun resulting from force majeure, which shall be dlielned to Include any circumstances
beyond Ihe reasonable control of the party or parties affected. No acUon, regardless of form, arising out of or pertaining to any Of the
SONiQ$5 or the Equipment may be brought by SR more th"n one year after ttle Cause of action ha$! acel\led. lhis Agreement shall not
limit any liability for death or personal injury dlreedy resulting from negligence If and to the extent such limitation would violate applicable
law.
Customat Initi.lI:
~ct:
485022
Agmt:
1598339
Ord:
(AddldonBll8rm& an nell! page with requl18d acllnaWlllcJgrn....t)
1588339 01: 1000 Page 2 of 4 AgComboGlob 1210810<1
111111111111111111111111111111111111 , 1111111111111I1111111111111111111I1111111111111111111I1111111111111111111I11111111111111111 m 11111111111111111111111111111
03/01/05 TUE 08:31 FAX 323 826 1425
CITY OF VERNON Utilities
It] O(
0) NOlWllhstanding any IimiUtions oontalned In paragraphs 6(b) through 6{i) to the contrary, SP agrees to indemnIfy SR and hold it harmless
and at SP'$ expense defend SR agall'l$t QI'I)' olaim that the programs, data, Information al'ld other items provided by SP hereunder infringe
any copyrlg"'t, trademark or olher contractual, staltltory or common law righl5; provided that (I) SR shall promptly notify sP In writing of the
claim, (II) SP shall have sole control of the setllernentand defense of 8f1Y action to whl~ this Indemnity rei ales, (III) SR ,hall cooperate in
every reasonable way to facilitate such defense, and (iv) if SR becomes aWBre of any suspected infringement by a ,hird party of any
proprietary rlght$ Of SP, SR shall promptly I'lollfy SP of such activities.
7, Remedies.
If SR or any of Its employees, representatives or affiliates breaches or threatens to breach any provision of this Agreement, SP shall be
entitled to Injunctive relief tD enforce !he provls!OflS hereof, but nothing hereir1 shall preclude SP from pursuing any action or other remedy for
any breach or threatened breach of this Agreement, all of which shall be culTlulalive. If SP pre\lElils In any such ~ctIon, SP s/1all be entitled to
recover from SR all reasonable ~ts, expenses and attorneys' fees incurred in connectlon therewith. A$ rea!;Onable protection of the
proprIetary rights of SP and others in the information provided through the Services and Equipment, to avoid breach of SP's obligations to
providers of such InformatlOl'l, and to avoid unnecessary ul'loertainly, burden, ~nd expense for all parties, SR acknowledg8lll and agrees that
the dissemination or dlstributiC:ln by SR of informal/on Identical or similar to that provided through It\4jI'SeN\cEls and the Equipment shall be
deemed a breach of the terms of paragraphs 10(a) through 10(d) hereof and shall give rise to an immediate right of SP to termll'late this
Agreement or aflY portion of the Services provided hereunder.
B. Parties.
SR recognizes that SP, its par1ners, suppliers and Its and their respective afflllatQSi, eech have rights with respect to the Services, including the
software, data, Information and other items provld$d by SP by reason of SR's use of It'te Services. Paragraphs 8 and 7 hereof shall be for the
benefit of SP, It$. partners, suppliers and Its 4lnd their respective affill~tes, successors, assigns, officers, directors, employees and
representatives afld the term .St:'- as used In such paragraphs includes SP, II' paMers, supplielll and its and their respective affiliates.
9. Access.
SR. at its expense, agrees to provide network aceess per SP's current speclncatlons. Such specifications may Include both dedicaled and die!
back-up lines permanently cot1nected and dedicated to the Equipment or Internet or alternate network acce$S. The SOle purpose of the dial
lines, shall be to provide communications backup for the Services. SP 1$ not responSible for the 1'911ablllty or continued .vallablllty of the
telephone lines and corrmunications equJpmel'lt, other than communlcatlon$ equipment supplied bySP and used by SR In accessing It'te
Servioos. Howe\ler, SP shall attempt to resolve any OOmmunication line problems with respect to the aCC$sslbllily of the Services.
10. S!toJ)J~ of Services,
(8) The Services and the Equipment are solely and exclusively for the us'" of SR and shall nat be used for any illegal pUrpose or In any
maMer inCClnsistent with !he provisions of this Agreement SR aeknowledges lhat the Services and the Equipment were developed,
compiled, prepared, rev\sliId, selected Elnd arranged by SP and others (Including cerlaln information sources) through Ihe application of
methOds and standards of Judgment developed and applied through the e>ependiture of substantial time, effort and monflY and constitute
valuable Industrial and intellectual property al'ld trade secrets of SP and such others. S~ agrees to protect the proprietary rights of SP
and all others having rights in !he SeNloes and the Equipment during and .fter the Tenn.' SR acknowledges and agrees that it has no
ownership rights In and to the Services and that no such rights are granted under this Agreement. SR shall honor and comply with all
written request$ made by SP or Us suppliers 10 proteot their and othelll' contractual, statutory and common law rights In the Services and
the Equlpmeflt with the s~me degree of care used to protect its own proprietary rights, which in no event shall be less than reasonable
efforts. SR agrees to notify St:' in writing promptly upon becoming aware of any unauthorized access or use by any partY or of any claIm
that 1he Services or the Equipment infringe upon any copyright, trademark. or other contraotusl, statutory or common law rights.
(b) SR shall not acoess the Services through any medium or equIpment which SP has not authorized in writing, nOt may any medium or
equipment by whioh the Services are provided be shared, moved, modified, Interfaoed, copied, broadcastEld, reproduced, ported or
othelWlse routed with Dr to any other equipment without SP's prIor wrilten consent. In addition, SR shall not move, rnodify, interface,
copy, broadoast, reproduce, port or otherwise use or route the Services or any ponlon thereof with or to any Olher equipment, network or
software that Sp, in Its sole good failh Judgment, determines Is Interacting or Interfering or may interact or Interfere with lhe performance
Of the Servioes or any portion thereof and, from ~me to time, upon SP's rltqUGGt therefor, SR shall prompUy nollfy SP I.., writing of Bny and
all Sl,lo/1 equipment. nelWdrk and software. Services expressly provided by SP for operation on SR's own equipment shall be fumished
without warranty as to compatibility, fitness or performaflce with SUch eQUIpment, and SR shall bear all cost and respQl'lsibility for such
equipment. Unauthorized access or use is unlawful and SP and Its suppliers shall have all rights provided by law tD prevel'lt suoh access
or use and to colleot damages In such event. SR 99re$$ to noUfy SP in writing promptly upol'l becoming aware of any unauthorized
access or use. SR shall riot share, recompils, decompile, dlSeMemble, reverse engineer, or make or distribute any other form of, or any
derivative work from, the Services and/or the Equipment. SR may use the Services solely for Its Internal business pur~es and may not
use the Services for any development purposes or to develop any applications, software or otherwise that could in any way Il'Iteract or
interfere with the performance of the Services or any portion thereof, except as SP may elCpressly pennlt under a separate de\lelopment
license with SR.
(c) The analysis and presentation included In the Services shall not be recirculElted, redistributed or published by SR e)loept for intemal
purposes without the prior written consent of SP and, where necessary, with eet1eln SOurces of the information Included In the Services.
(d) SR shall not use any of SP's trademarks, trade names, or service marks In any manner which creates the Impression that such names
and marks belong to or are Idefltlfled with SR, and SR acknOWledges that it has no ownerShip rights In al'd to any of these names and
marks.
11. Facilities,
Commenooment Of the Servioes is contingent on the availability of the hardw.re. network access, communications equipment and facilities to
SP's speclftcatlQn$. At SR's elCpense, SR shall install or have Installed on SR'S premises, and shall modify from time tD time at SP'$ reql,lest,
all cables, w1I'9S, del/Ices, connections or other transmission media equipment and electrical, communications and network connectlOl'lS
specified by SP. SR shall noJ mal(e U5e of any cables. wires. devices, cortneotion8, equIpment or nel.Wot1< acca$S in oonneclion with !he
Servioes not approved in wrili"9 by SP.
Customer Initial: ~ Acet: 485022
111111111111111111111111111111111111111111111111111111111111111111111I1111111111111111111111111111111111I1111I11111111111111111111I111111111111111I1111111111111
Agmt:
1598339
Ord:
(~C1ltIO.,al tenn. on nexl P8lIe with r.qultMl aollllQwledgmenl)
1598339 OT: 1DDD Paga 3 of 4 AgComboGlob 12108/04
03/01/05 TUE 08:32 F!X 323 826 1425
CITY OF VERNON Utilities
~O(
12, Return of Equil:lment ant.LSaftwate.
UPOIl termination of this Agreement or any Schedule for any reason whatsoever, SP shalf have the right to remove the Equipment and
software by which the terminated Services are provided at SR's e)lpense. In addition, upon such terminatiol'l SR shall celilse use of all
tenninated Services,
13, Access to Prooertv.
Any per$OI'l or persons designated by SP shall have f100ess to the Equipment at all reasonable times for the purposes of Installation,
inspecUon, maintenance, repair, relocaUon and removal. SR acknpwledges and undel'$ta.,ds that SP may mOnitor. either physioally or
electroniollllly (including remotely), SR's use of the Services. SR shalf at.1I reasonable limes permit SP to have oocess to the location where
the Services are prOVided for !he purpose of ascertaining the use mad' of the Services.
14. Maintenance.
SP to the best of its ability stlall maintain and keap the Equipment in, good working, order and condition so thaI It will perform I~ funotions
satisfactorlly. NOTWITHSTANDING THE FOREGOING, SP SHALL HAVE NO RESPONSIBILITY OR LIABILITY FOR THE THIRD-PARTY
COMMUNICATIONS NETWORK THROUGH WHICH SR ACCEssEES THE SERVICES AND SR SHALL INDEMNIFY SP AND HOLD IT
HARMLESS AGAINST ANY LOSS, CLAIM, DEMAND OR EXPENSe (INCLUDING REASONABLE ATTORNEYS' FEES) ARISING IN
CONNECTION WITH THS USE OF SUCH THIRD-PARTY COMMUNICATIONS NElWORK. SR shall be respol'lsible for the s;!lfekeeping of
the Equipment from tI1e tin'le it is received on SR's premises and shell take reasonable 'teps to prevent abuse to the Equipmenl SR shall be
responsible for ell physical loss, thel\, or damage to any equipment ulled to deliver !he Services to SR and shall pay SP the fOil replacement
cost of the Equipment ss liquidated damages unless such IOGG, theft, or damage Is due entirely to the fault of negligence of SP. To the
maximum extent pennitted by law, neither SP nor lis suppliers Of third-party agents ehell be responsible or liable, c;ontingently or otherwise,for
any pel'$onsl injury or property damage arising out of the In$tallation. r8locatlQn, maintenance, use or removal of the Services and/or the
Equipment,
15. RelocatIon.
On reasOnable prior written notlee, which shall in no event be less than 60 days, and at SR's experl$e, SP shall relocate ell or any part of the
Equipment. Scheduling of such relocation shall' be contingent on allailablllty of communication lines, facilities, equipment and labor. SR
acknowledges that interruptions of Services might result from suoh relocation and that the provisions In paragraph 6 hereof apply to any such
inlerruptlOll.
16. Asslanment.
SR shall heve the right to assign thh. Agreement or the rights h$rfUnder only with the written consent of SP which, in the case of an
assignment by SR to any of its affiliates that are In substantially the satne business as SR, .shall not be unreason~bly withheld.
17. Comolele Agreement: Modlflcatlon$ 0.. Waivers: Form. '
This Agreement, together with the Schedules, which are ineorl)Orated herein by refElrel'lce, is tha complete and eKCIusive statement of !he
agreements belween the parties with respect to the subJeet matter hereof and supersedes any oral or written communications or
represel'ltatlons or agreements relatl.,g thereto, No changes, modifil1ations or wr;lIvers regarding this Agteernent shall be binding unless in
writing and signed by the parties hereto; Drovided, howev~, that SP mtly amend the provisions of this Agreement relating to Electronic Trading
(I) for regUlatory reasons or (II) to provide additional services by providing written notice to SR. This Agreement, ir'lcluding the Schedules, and
ii1ny modifications, waivers 01' notifications relating thereto, may be executed and delivered by facsimile or eleotrol1io mall. Any :such facsimile
or el$clronic mail transmlsolon shall constitute the final agreement ofthe parties and COl'lclusive proof of suoh E1gr~ment.
18. Valldltv.
SP and SR intend this Agreement 10 be .. valid legal instrumel'lt, IiInd nO provision of this Agreement which shall be held invalid shall in Bny
way invalidatill (In}' other provisions of thl,. Agreement, each of which remelns In full force al'ld effect. The invalid provision shall be reformed to
the minimum extent necessary to correct eny invalidity while preservIng to the maximum extent the rights and commercial expectatlon$ of the
parties. The heedlngs in tHis Agreement qlre Intended for convenienoe of reference and shall not affect its jnterpre~UOtl.
19. Governlna '=m!.
This Agreement and the legal relations among tt\e parties hereto $hall be governed by 4lnd eOn&trued in accord;lI'Ioe With the laws of the State
of New York regardless of the laws that might otherwise govern under applicable choice-of-law principles. The parties hereto agree to submit
to the jurisdiction Of each C1f the federal and state courts located in New York County, New York In connection with i1ny malters arising out of
this AgrQlilment and not to assert a defense of forum non conveniens. sovereign immunity, Act of State or anelogous doctrines in conneotion
with any action.
20. SurvIval.
Paragraphs. 3(d), 4, 5(e), 6, 7,8, 12, 13, 14 and 19 hereof shall survive the tennlnaUon or this AgreslT18nt and shtlll eontinua1n full fotce and
effect.
Agreed to by:
CITY OF VERNON
CO~ Name (Please Type ot "Print)
......
Signature (t'-u y 'lltf1Pfized offlCflr, pal1net or proprietor)
~ruce V. MalKen~orst
Na"!1'" (Please tyPE!. or print.)
Clty Admlnlstrator
Title (Please type or prtntb
February 28~ 2 05
Date Date
BlOOMBeRG, lal.OOMBERG PROFESSIONAL, 1iI1.00MSERG MARKETS, BLOOMBI!FlG NEWS, BLooMBCRG TRADEBOOI<. BLOOMBIiRGIi10NDTRADER. BLOOMBeRG
'j'ELEVISION, BLOOMBERG RADIO, 'l.OOMBERG,COM anll BLOOMBeRG ANYWHERE arB Irallemelk.S lInd liarvice marks ot BlOombarg LP" B Delaware limited pElrmel'8hip,
All righl& reserved. '
Agreed to by:
BLOOMBERG L.P.
By: BI.OOMBERG INC.,
Genlllral Partner
)J;~M- jj.u.jk;'
/
313/2005
Account: 485022
Agr..ment: 1598339
OrdBr: 1698339
DT: 1000
Page 4 of 4 AgComboGlob 121011I04
111111I1111111111111111111111111111111111111111111I1111111111111I11111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111
"
&'R?~
Romero, Debbie
From:
Sent:
To:
Subject:
Enomoto, Kristen
Monday, March 05, 2007 8:45 AM
Romero, Debbie
FW:BLOOMBERG CONTRACTS DEPT
Attachments:
Document51.TIF; Document52.TIF; Document53.TIF
DocumentS1.TIF
(102 KB)
DocumentS2. TIF
(209 KB)
DocumentS3. TIF
(120 KB)
Forwarding just in case this is more than or different
from what you have in the file.
Kristen
-----Original Message-----
From: Tolmasoff, Robin
Sent: Monday, March 05, 2007 8:37 AM
To: Enomoto, Kristen
Subject: FW: BLOOMBERG CONTRACTS DEPT
Attached is the signed Bloomberg Agreement for your records.
-----Original Message-----
From: Garcia, Danny
Sent: Monday, March 05, 2007 8:11 AM
To: Tolmasoff, Robin
Subject: FW: BLOOMBERG CONTRACTS DEPT
-----Original Message-----
From: Negrete, Liz
Sent: Thursday, February 15, 2007 1:31 PM
To: Garcia, Danny
Subject: FW: BLOOMBERG CONTRACTS DEPT
BLOOMBERG SIGNED AGREEMENT
-----Original Message-----
From: aoppenheimer@bloomberg.com [mailto:aoppenheimer@bloomberg.com]
Sent: Thursday, February 15, 2007 1:21 PM
To: Negrete, Liz
Subject: BLOOMBERG CONTRACTS DEPT
<<Document51.TIF>> <<Document52.TIF>> <<Document53.TIF>>
Executed copy for your records thank you.
1
03/01/05 TUE 08:33 FAX 323 ~26 1425
CITY OF VERNON Utilities
14I 009
BLOOMBERG tlATAFEED ADDENDUM
SLOOMBERG LP,
499 Park. AVlIoull
Nelli Y0l1l1 NY 10022
TelephOne: (212) 31B.2540
Facsimile: (917) 369.5540
ACCOUNT: 485022
ORDER: ~
Addendum to the Bloomberg Agreement No, 1598339 (the "Agreement') between Bloomberg L.P, ("Blooml:lerg" or "SPj and CITY OF YERNON
~~ ' ,
Backaround
A SP and SR are parties to the Agreement referenced above and th~ Schedule(s) of Services (the "ScheduI8")'
B. SR has indicated a desiro to receive certalnlnformaUon contained In the Services (the "Information") by means of a datafeed (the "Datafeedj and
to distribute the Information and Reformatted Information (as hf;lrelnafter defined) to Bloomberg-designated computers of SR equipped With a
Bloomberg-supplied keyboard andJor Bloomb8rg proprietary computer boards (the "Authorized Computers").
c. SP is willing to provIde 10 SR the Information by Datafeed, subject to the terms and conditions of the Agreement, and as amended by this
Addendum.
D. Capitalized terms which are not defined herein shall have the meanlng$ stated in the Agreement.
E. If there are any inconsiSIEmcies between the terms of this Addendum and the terms of the Agreement, the terms of this Addendum &hall apply.
Definitions
A "Umited Amount" shall mean a portion or amount of Information tl1at, evaluated quantitatively and/or qualitlltively, in SP's sole judgment, does not
materially prejudice the ability of SP to expioit the Information or tI1e ability of any $Oul'Ce of any part of sueh Information to exploit $U(:h part of the
Information or in each ca$e to realize revenue in connection therewith.
B. "Reformatted Information" shall mean lnrormation in a form in which the underlying Information, in SP's sol6 judgroonl, remains identifiable,
C. "Derived Information" shall mean Information used by SR for the pUrpose of carrying out calculations and displaying the results;
D. 'ISystem" shall include, without limitation, any software. hardware or other equipment or services used by SR to receive. slore, analyze, manipulate
or process th81nformatiol'l, Reformatted Information or Cerlvecllnformation,
RI~hts to Use
1. SP agrees that SR may, solely for !he purposes and on the conditions set forth In this Addendum, receive the ImormBtlon by means of a
Bloomberg Datmeed into Authorized Computers of SR, SR may use the Information, Reformatted Information and Derived Information for SR's
internai business purposes, including withouI: limitation, as Input to computer applications on Authorized Computers, In no event will SR permit the
Information I Reformatted Information or the Derived Information to be used in any way nOI speelfically authOrized by SP. In no event will SR permit
the Information or the Reformatted InformatlQn to be moved. copied, broad(:ilI~t, reproduced. ported, or otherwise routed to or used In any fashion
on any non-Authorlzed COmputer, printer. display, or application; orovided. however, that'SR may store the Information, Reformatted InformatlOtl
and Derived Information as set forth herein, SR will take all steps reasonably necessary to ensure that SR's employees complywlfl aU provisions
of the Agreement, including this Addendum, and will obtain from its employees appropriate agreements regardillg confidentiality and non.
disclosure 10 prevent unauthorized disclosure and misuse during and after the Term.
2. Notwithstanding the provi$iOrl$ of the paragraph titled .Scope of services' set forth in the Agreement and subject to paragraphs 1 and 4 (Rights to
Use) of this Addendum, in the ordinary course of business I SR may use and disseminate a Umited Amotlnt of the Information and Reformatted
Information to support the primary busineSs of SR; ~, however, that SR may not use or disseminate the Information. Reformatted
Information or Derived InfOrmation In any manner which could cause lhe Information so used or disseminated, in SP's sole good faith judgment, to
be a source of or substitute for the Information otherwise required to be supplied by SP or available from SP. Subject to the foregoing restrictions,
SR may use the Information. Reformatted Information and Derived Information In SR's services in the nature of providing company researCh to its
customers, trade reportlng. portfolio reporting and trade proposals,
3. The number and location of the Aothorized Computers are set forth OIl the Schedule. SR agrees that each Authorized Computer, printer and
Bloomberg COt"Itroller will have a unique address, which will be provided to SP prior to installation_ SP &hall have all rights with respect to the
Equipment provided by Sp, including, but not limited 10. access to such Equipment; and SR shall have all obligations and respoB!\ibilllles with
respect thereto, as stated In the Agreement.
4. SR agrees to comply wilt1 all rll'sbicdons on use required by providers of Exchange Data (as hereinafter defined) or Additional Information (as
hereinafter defined).
5. SR understands that third-party contributors may choose to inhibit or prohibit their information from being accessed by SR via the Datafeed,
6. It is expressly agreed between the parties that the rights granted to SR under thiS Addendum do notlncll.lde the right to store all or <tny part of the
Information or Reformatted Information in databases far access by any no~Aulhorlled Computers, no~8LOOMBERG PROFESSIONAL service
subscribers or any third party or the right to disiribute any database services containing all or any part of the Information or Reformatted
Information. Notwithstanding the prior sentence, SR may. solely for access by and use on the Authorlz;ed Computers, store the Information and
Reformattecl Information on SR's network server for the duration of the term of this Addendum. Upon termination of the Agreement or this
Addendum for any reason whatsoever, SR shall use Its best efforts 10 promptly delete or purge any and all Information and Reformatted
Information, including copies of the Information and Reformatted Information from any System(s) SR used with the Information or R9fol'l'natted
Information and SR shall immedIately, upon such termination, cealle USing any and all Information and Reformatted Information. SR shall provide
SP with evidence satisfaclOry to SP of all SUCh deletion and cessation of USe. At any time thereafter, if SR finds any Information or Reformatted
Information on any of Its systems that was not deleted or purged, SR shall at that time promptly del~e Of purge such Informal/Qn. Upon
termination of the Agreement or this Addendum. SR shall not be required to delete. purge or cease permitted use of (i) Derived Information or (ii)
any Information or RefOm'lstted Information that SR is required I:IY a legal or regulatory body of competent jurisdiction to maintain for Intetnal
reporting, archiving or storage purposes after such termination.
Protections
7. Notwithstanding anything to the oontrary contained in !hIS Add~ndum or the Agreement. SR may no~ use any portion of the Information,
Reformatted Information or Derived Information in any manner that is competitive with any pnxluct or service then beIng offered by SP including,
but notlimfted to. any Ul;e of suol1 data that may:
(a) result in the displacement of an existing subscription of, or the loss of a potendal sObscription byl a third party to SP's information services
Including, without limitation, services with respect to Additionai Information (as hereinafter defined): Or
Cu6tomer InItial:
V'"
111111I1111111111111I111111111111111111111111111111111111111111111111II11111111111111I111111111~ 1IIII mil 11I11 1111111 11111 1111 1111111111111111111111111111111
AIlet:
485022
Agmt:
1590339
Ord:
(Addllkmall8rma OIl next PlIge with J'llqulrlld IIllknowled9lllellt)
1598339 DT: 1400 Page 1 of 2 DalGlobai 12115/04
03/01/05 TUB 08:34 FAX 323 626 1425
CITY OF VERNON Utilities
I{tJOIO
(b) result in a n~ductlon of SR's existing or potential subscriptions to SP's Information services, including but not limited to, the number of
Authorl%ed Computers and BL.OOMBERG PROFESSIONAL service SUbscribel'$ or users under the Agreement reveiving the Information; or
(e) prejudice the rights of SP or any sources of any part of the Information to exploit Its respective portion of the Information, If SP believes in
good faith that such service or product of SR competes with SP in the manner spfilCifled above. SP may terminats this Addendum and/or the
Agreement, pursue any and all remedies in respect of such breach. and may require that, SR immedlately discontinue its use of the
Information and Reformatted Information and comply with the provisions 01 paragraph 6 hlueof,
8. SP reserves the right to audit and monitor (whether physically or electronically) (I) the requests of SR for the Information, the Exchange Data, and
Additional Information and (ii) Ihe number of Authorized COmputers enabled to acceSS the Information, Exchange Data and AddltlOl1allnformaUon.
Subject to the terms of this Addendum, SR shall allow SP access to any of IlS premises and appropriate acc!tSS to the Authorized Computers at all
reOlsOnable times for the purposes of such auditing and monitoring,
9. SR agrees that if as a resuh of auditing or monitoring by SP under paragraph a, SR ill shown to be using the Information or Reformaued
Information Oil non"Authorized Computers, except as permitted by this Addendum. or other computers enabled to access Excnilmge Data or
Additionallnformallon additional to those listed on the Schedule, SR shall be liable to pay additional charges and/or ~ange Fees (as defined
herein) and/or Additional Information Fees (as defined herein) in respect of each $U~ computer or display, such charg8$ or fees to be calculated
from the day following actual Installation of the initial services, In addlUon, SP shall have !he right in such 8V8flt to terminate this Addendum andfor
the Agreement and to pursue any and all remedies in respect of such breach,
10. The number and IlJCation of Authorized Computers enabled to access Exchange DaUl and AddllionallnformBtion are as shown on the SChedule.
Reports
11. SR agrees to maintain a log and produce a report to SP on a monthly basis, or as reasonably requested, listing the number of Authorl1:ed
Computers per I~tlon and the uniqUe address or each Authorized Computer,
12. As requested by SP, SR shall provide to SP a certificate signed by SR's external or intemal auditors or such other authorized person acceptable to
SP vertfylng the most recent of tha reports teferred to in paragraph 11 above and the service charges paid by SR aod confitming that SR Is in
compliance with all terms and conditions of the Agreement and !hI!; Addendum.
13. SR will include in the monthly report the number ant;t location of Authorized Computers enabled to access stock and commodity or olher applicable
exchange dais included In the Services ("Exchange Data") and/or informadon Included in the Services under agreement$ between SP and the
providers of such Information ('Addj~onal Information"), as are shown on the Schedule. SR shall pay all fees charged by the r!llevant exchanges
for access to Exchange Data ("Exchange Fses") or fees charged by tne relevant third party for access to AddlUonal Information f'AddltJOIlal
InFormation Fees"). SR acknowledges and accepts that such fe~ may be charged cn the basis of each Authorized computer enabled to access
such data or inrorrnation and tnallhe basis of charging and amount of such fees may change upon notice,
Display Reaulrementi
14. SR agrees to identify the Information and Reformatted Information by displaying it in accordance with the following rules:
(a) any third-party contributed data contained in the Informatlon shall be identified by the name of the third party or as otherwise required by such
contributor,
(b) any data contained in the Information and Reformatted Information contributed dlreClly by SP shall be identJfled as Bloomberg data.
15, SR will ensure thaI all real-time Informa~on is displayed wtth the SP time stamp as supplied to SR and will use its best efforts to ellSlKe that:
(iii) ils computer system will respond In less than ttlr8e (3) seconds to all requests t" display the Information 85 permilled by this Addendum and
the Agreement.
(b) where the Information is displayed in real-dme, It will be displayed In less than three (3) seconds from the time It 1$ received through the
Datafeed into the Authorized Compoters.
16. SR shall pass on all SP.provided system status ~5ages to the Authorized CompUters which are displaying any Intormalion and Reformatted
Information,
17. All Exchange Dais and Additional InformOltion shall be displayed by SR in accordanC8 with the rules 01 the !'Glavant eXChange(s) and Additional
Information provlder6,
Additional Jenns and Conditions
18. SR agrees that SP is not responsible for any fault, ir1accuracy, omission, delay or any other failure in the Information, thtl Reformattecllnformation,
the Derived Information, the EXchange Data or the Adclitionallnformatlon caused by SR's computer equipment or arising from SR's use of the
Information on such equipment.
19. If SR is a Trading or Portfolio system user of SP's informi1ltlon systems, paragraphS 6 and 14 of thIS Addendum shall nOI apply to information
which originates from securitIes storaged in Trading or Portfolio systems.
20. This Addendum, I",eluding any modifications, waivers or notifications relating thereto, may be executed and delivered by facsimile or electronic
mail. Any such faGSlrnlle or electronic mail transmls~lon shall constitute the final agreement of the pal1lee and conclusive proof of such agreement,
Agreed to by:
CITY OF VERNON
Company Name (Please Type or print)
~/'
Signature (Duly aulhorlzed officer, partner or proprietor)
Bruce v. Malkenhorst
Name (Pleasliltype IJI' print)
City Administrator
litis (Please type or print)
February 28, 2005
~~ ~~
BLOOMBERG, B~OOM6ERG PROFESSIONAL, BLOOMBERG MARKETS, BLOOMBERG NEWS, BLOOMBERG TRADEBOOK. BLOOMeiRG BOfIlDTAADe:R, BLOOMeERG TELEvIsION,
IilLOOMBERG AAoIO, BLOOrJBiRG,COM and BLOOMBERG ANYWHe~E are tradema~ 3I'Id ~~c, I1lns of Blo/lIlIbetg LP, ; DeliIWBre Iknlted p3rl~l$l1ip, All rlgI1ls rll!lefWd,
Account: 485022 Agreement: 1598339 Order; 1598339 DT: 1400 Page 2 of 2 DatGlob9112J15f04
Agreed 10 bY:
BLOOMBERG LP.
By; BLOOMBERG INC"
Genenll Partner
[;vP#- )~l'
3/3/2005
111111I11111111.1111111111 1111111111 " 1111111111111111111111111I111111111111111111111111111111111111111III "IIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIII~IIIII
03/01105 TUE 08: 29 FAX 323 ,826 1425
CITY OF VERNON Utilities
141 005
BlOOnlbtrg L.P.
499 Far\t: Avenue
New York, NY 10022
PhonE!: 212-318-2540
FlI~ile: 917-389-5540
BLOOMBERG AGREEMENT
SERVICE .,ROVIDER ("SP"): BLOOMBERG LP.
SERVICE RECIPIENT ("SR"): CITY OF VERNON ACCOUNT: 485022 AGREEMENT: 1591.l339
(Company JIIama)
SP agrees to provide to SR the equipment and services described in pal'89raph 1 hereof, and SR subscribes to such services in accordance with
this Agreement.
1. Servlc8s.
The services provided hereunder (the "Services") shall consist of a nonexclusive and nontransferable right 10 use the BLOOMBERG
PROFESSIONAL service information, data, software and equipment (the "Equipment") described in the aloomberg Schedule(s) of Services
annelled hereto. as the same may be amended from ttme to time (each a 'Schedule' and collectively, the "Schedule5"), in accordance with this
Agreement.
2. Term.
(a) This Agreement shall be effective from the date it is accepted by SP until !he date that is two years after the Services are first provided
(the "Term"), uoless eartier terminated dur1ng the Term or any renewal thereof, as follows; (i) SR shall have the right to termil'\ate this
Agreement at any lime upon not less than 60 days' prior written notice 10 SP and upon payment of the charges set forth in paragraph 3
hereof; and (ii) SP shall have the right to terminate this Agreement at any lime immediately upon written notice to SR if SR breaches any
of the provisions of this Agreemerlt.
(b) The Term shall be automatically renewed for successive two-)'ear periods unless SR or SP elects not to renew by giving not less than 60
days' prtor wr1lten notice to the other. If this Agreement Is so ren8Wed for any addillonal perlod beyond the Initial Term, !he charges
payable pU('$uantlo paragraph 3(a) hereof for such renewal period shall be calculated at the p/'EIvalling rates then offered by SP, and !he
Schedule shall be considered to be amended accordingly,
3, Charges.
(a) SR agree5 to pay SP the amount indicated on each Schedule, together with (i) any applicable taxes for the Services, (U) any Ievie$ or fees
imposed or charged by exchanges or other Information services or sources displayed through the S~rvices at SR's request and (ID) any
charge for installallon, relocation, removal or any other changes to the Equipment, all of which shall be payable upon presentatlon of an
Invoice therefor.
(b) If SR uses Electronic Trading (as defined below), SR shall also pay all applicable access and transactlOl'lal fl;l8S set forth on Menu ETOR
(as defined belOW) or of which SR has been given prior written or electronic notice, in each case relaled to the Electronic Trading of SR
and/or of a Customer (asdelined below) of SR, and any sales tElX, VAT, GST or similar talles Imposed on the access and transactional
fees.
(c) SR shall pay for all costs of cabling, communications (including, without limitation, networK access), eIeclrical and common carrier
equipment illStallallon charges incurred In connection with the Services. SR shall obtain ell necessary authorizations from ellchanges and
other informa~on vendors and shall pay for each third-party Information service accessecl for display through the service. The total
monthly charge does nollnclude monthly fees for "real-time" exchange and third--part)' Information services. If SR selects any of these
services, SP shall submit the appropriate applications for such services, a price list, and bill accordingly, SR shall pay any taxes,
assessments, fees or penalties In respect of the Services and/or the EquipmEll"lt which may be SR's legal responsibility to pay. In
additiOll, SR shall reimburse SP for all property texas al'ldlor assessments with regard to the value of Spls Equipment in service at SR's
premi5Els,
(d) If SR terminates !hIs Agreement pursuant to paragraph 2(a)(I) hereof or SP terminates this Agreement PUl'$Uantto paragraph 2(a)(ii)
hereof, SR shall be liable for all amounts payable pursuant to paragraphs 3(a). 3(b) and 3(c) hereof through the date of termination plus a
termination charge In an amount equal to 50% of the charges calculated in accordance with each Schedule for the balance of the Term.
4. Distribution of SR Oatil.
SR shall not distribute data to other users of the Services by mesns of the Services without SP's pr10r written consent. Notwlthslanding the
above, if SR contributes or provides prices or ratings to SP or on any product or service provided by SP and/or its affiliates, SR hereby grants
to SP, and SF' hereby accepts, a noneKcluslve, worldwide license 10 use such prices or ratings In SP's generic, "fair value," composite or
theoretical price5 or ratlngs. or other similar pricing or rating models, and in the devell;lpmant and distribution Gt SP's descriptive database.
This paragraph Is not intended to prohlbll SR's use of the message system included in the S$rvIcas.
5. EI&c:tronic Tradintl.
(a) The Services shall incluc\e "Electronic Trading", which Includes (a) all eleclrOl'\iC trading systems, products or services, order-routing
systems, products or services and other transactionElI $ystems, products or services accessible via the BLOOMBERG PROFESSIONAL
service and (b) lhe services listed on the Electronic Trading and Order Routing Menu Page, as it may be updated by SP from time to time
rMenu ETOR") 10 add or delete addllional services, Menu ETOR is accessible via the BLOOMBERG PROFESSIONAl service function
ETOR <GO> (or I!S replacement function) and is incorpOrated herein by reference, If there is any conflict or Inconsistency between this
Agreement and Bny other agreement between SP and SR and/or any of SP's affiliates with respect to Electronic Trading, then such other
agreement shall prevail, but only to the extent of the connict or inconsistency.
(b) SR shall not enable any Customer for Electronic Trading until such Customer has entered Into an agreement with SP containing
provisIons similar to those contained in this Agreement with respect to Elec!rOnlc Trading. SR shall comply with all applicable taws,
regulaUol'IS and rules in its use of Electronic Trading and SR shall settle or cause to be selDed all trades I;lntered via the BLOOMBERG
PROFESSIONAL servioe or any computer iii'll< (collectiv!!ly with the BLOOMBERG PROFESSIONAL service, an 'Electronic Unk")
licensed to SR or Customer, regardless of whether SR or Customer authorized the Individual or Customer who entered or effected the
trade to do so, Eaoh tirnEI SR enters an order, effacts a lransaction or olhetWlS9 uses Electronic Trading or enables a Customer to use
Customfilr Initial: C!.....-
111l111111l11~111111111111111111111111111111111111111I11111111111111111111111111111111111111111111111111111111111111111111111111111 II III Ilml Imlllmll 11111111
Acct:
485022
Agmt:
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Electronic Trading, It shall be deemed to represent end warrant to SP that (I) SR understand$ that the laws of many jurisdictions reqUire
non-resldel'1t firms to obtain licenses as financial services ptoviders before soliciting transactions from entities located In such jurisdicUons
and SR has obtained all required licenSes in the jurisdictions In which Customers are located; (ii) SR has all regUlatory and legal aulhorlly
to enter into !his Agreement and to engage In Electronic Trading; (III) if SR has Customers In the United States that transmit or receive
Orders in securities, It (x) is registered with the U.S, Securities and Exchange Commission as a Droker-dealer and Is a membBf' of the
National Association of Securities Dealers. Inc" or (y) will comply at all limes with the exception from such regislratlon provided by Rule
158-6 under the U,S. Securities Exahange Act of 1934 or (:z:) is otherwise exempt from such reglstrtttion; (iv) SR is a sOphisticated market
participant that is knowledgeable about the secuities and Interests traded or routed by use of Electronic Trading and understands the
relaled risks: and (v) SR has Implemented commercially reasonable security procedures intended to limit access to Electronic Trading to
authorized indIviduals. "Customer" shall mean any person or entity enabled by SR for Electronic Trading.
(c) If SR provides quotations in interests quored on electronic Trading to any other system that commingles quotations ("Other System"), SR
shall enable 11$ Customers that are also (:I,IstOl'r1ers of SP or Its Afflllated Companies (as defined below) 10 Interact with SR's relevant
pricing d1splay(s) Qfl Electronic Trading 10 the elrtent SR has enabled SUCh Customers for an Other System,
(d) SR shail have the right to termInate the use of any Electronle Trading at any time by giving written notice to SP. SP andtor Its Affiliated
Companl9l;l shall have the right 10 terminate and/or suspend SR's and/or Customers' use of any and all Electronic Trading at any lime,
(e) SP's Associated persons (as defined below) and the Additional EnUtle5 (as defined below) Shall ~ thircf..party berleficiaries with r9l;lpect
to SR's agreements and obligations In connection with Electronic Trading, induding, but not limited to, SR's agreements and obIlgadons
contained In paragraphs 3(b), 5, 6 and 7 hereof, "SP's Associated Persons" shall mean Affiliated Companies of SP and the pal1ners,
suppliers, successors and assigns of SP and its Affiliated Companies and their respective officers, c1lrectons, employees and
representatives, and the term "Affiliated Companies" of $P shall mean those companies controlling, controlled by or under COmmon
COtltrc1! with SP. including, without limitation. those Affiliated Companies lisled on Menu ETOR Itlat are involved in making Electronic
Trading available, "Additional Entities" shall mean dealer partlclpanls. system operators, exchanges, markets, order aggregatlQl'l facilities.
ElKecuting brokers, clearing brokers, and any other entities or persons involved In Electronic Trading,
(t) SP's signabJre wfl/'l respect to its rights, obligations and agreements In connection with Electronic Trading shall be on Its own behalf and
On behalf of its Affiliated Companies, as applicable,
6. Warranties and Limitations of Liabilities.
(a) Each time SR useS lhe Services. SR shall be d8am$d to represent, warrant and oovenant to SP tha~ (i) it has all requisite regulatory and
legal authority to enter Into and be bound by this Agreement; and (ii) its use of the Services complies with all applicable laws, I\Iles and
regulations,
(b) SP MAKES NO WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE ATTAINED BY SR OR OTHERS FROM THE USE OF
THE SERVICES, OR THE EQUIPMENT BY WHICH THE SERVICES ARE PROVIDED, AND THERE ARE NO EXPRESS OR IMPLIED
WARRANTIES OF MERCHANTABIL.ITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE. The Information and data contained
in !he Services are derived from sources deemed reliable, but SP and its suppliers do t'IOl guarantee the correctness or completeness of
any pr'Ograms. data or other Information furnished in connection with the Services, To the maximum extenl permitted by law, SP shall not
be responsible far or have any liability for any injuries or damages caused by the EqUipment or by delays 01' interruptions of the Services,
from whatever cause, and $hall nol be liable for damages arising from the use or presence of the Equipment On SR's premises. SR is
solely responsible for the aecuracy and adequacy of the ~ and information used by it and the resultant output thereof. SP shall have
no liability or responslbllity for the security or maintenance of any data input by SR.
(e) Sp, ils suppliers and Its thlrO-party agents shall have no responsibility or liability, contingent or otherwise. for any injury or damage5,
lNhether caused by !he negligence of Sp, its employees, subcontractors. agents, equipment vendors or otherwise, arising in connection
with the Services rend8l'ed under this Agreement or the uss of the Equipment and shall not be liable for any lost profits, losses, punitive,
Incidental or consequential damages or any claim againsl SR by any other party.
(d) SP, SP'S Associated Persons and the Additional entities make no warranties, explicit or implied, with respect to Electronic: Trading. To
the maximum extent permitted by law, SR releases SP, !he AddItional Entities. SP's Associated persons and Its third-party agents from all
Iiablllty, including, without limi tallon , for any lost profits, losses, punitive, incidental or consequential damages arising from SR's use or any
use by Customers of Electronic Trading, regardless of the cause; llI'ovld~. ~. that an Additlooal Entity acting as a c:ounterparty to
a trade shall not be released from liability for Its lailure to settle a trade with SR.
(e) SR shall Indemnify, hold harmless and al SR's elCpense defend SP, SP'S AsSOCiated Persons and the Additional Entitles against any loss,
claim, demand or ~xpense (including reasonable attorneys' fees) arising in connection with a breach of this Agreement by SR or the use
of the Services by SR or Cuslomer,
(I) Notwithstanding anything 10 the contrary In paragraph 6(e), an Additional Entity shall not be Indemnified for its failure to .settle a trade with
SR Initiated via an Electronic Trading system, product or service.
(g) L.imited by paragraph 6(h), to the extent permitted by law, tt'le aggregate liability of SP and SP's Associated Persons arising in connection
with a given EleclrOnle Trading system, product or service for damages, regardless of the form of the aellon, shall not exceed the fees
paid by SR for !he BL.OOMBERG PROFESSIONAL sal'lllet subscription(s) of SR enabled for the ~Iectronlc Tl'Sding system, product or
service in QueStion during the three months prececlng the lirstloss or damage, or In the case of Customers enabled on, or SR's use of, an
!;Iectronic Link olMt than the BLOOMBERG PROFESSIONAL. service. such liability shall not exceed !he fees paid by SR for a single
BLOOMBERG PROFESSIONAL service subscription during the three months preceding the finst los~ or damage.
(h) Nolwithslanding arlything to the contrary in this Agreement, to the extent permitted by law, the aggregate liability of SP and SP's
Associated PersonlO arising in connection with this Agreernentl the Services and EleClrOnlc Trading fOr damages, regal'dless of the form of
the action, shall not exceed the fees paid by SR for the Servlce5 during the three months ptecedillg the first loss or damage, and this shall
be SR's exclusive (el'r1edy.
(i) No party shall be liable to the other for any default resulting from force majeure, whIch shall be ditemed to Include any circumstances
beyond the reasonable conlrol of !he party or partles affected. No acllon, tegardless of form, arising out of or pertaining to any of the
Service'5 or the Equipment may be brought by SR more than one year after the cause of action has acCl\led. This Agreement shall not
limit any liability for death or personal injury dlrecdy resulting from negligence If and to the extent such Ilmlta~on would violate applicable
law.
Customer Initi.lI:
(L/~ct:
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(j) Notwithstanding any fimiUltions contained In paragraphs 6(b) through 6(;) to the contrary. SP agrees to indemnlry SR and hold it harmless
and at Spls eXpense defend SR against Elr'iY claim that the programs, data, informalion and other items provided by SP hereunder infrlnglil
any copyright, trademark or other contractual, statutory or common law rights; provided that (I) SR shall promptly notiry SP in writing of the
claim, (II) SP shall have sole control of the settlement and defense of MY action to which this Indemnity relates. (Ill) SR shall cooperate in
every reasonable way 10 facililate such defense, and (iv) if SR becomes aware of any suspected infringement by a third party of any
proprietary rights of SP, SR shall promptly notify SP of such activities.
7, Remedies.
If SR or any of Its employees, representatives or affiliates breaches or threatens 10 breach any proVision of this Agreement, SP shall be
entitled to Injunctive relief to enforce the provisions hereof, but. nothing hereir1 shall preclude SP from pursuing any action or other remedy for
any breach or threatened breach of this Agreement, all of which shall be cumulalive. If SP prevails in any such action. SP snail be entitled to
recover from SR all reasonallle costs, eXpenses and attorneys' fees incurred in OOllnectlon therewith, As reaSOnable protection of the
proprtetary rights of SP and others in the information provided thrOUgh the Services ClneJ EqUipment, to avoid breach of SP's obligations to
providers of such Information, and to avoid unnecessary Ur'icertainl:y, burden. and expense for all parties, SR acknowledges and agrees that
the dissemination or distribution by SR of information Identical or similar to that provided through the Services and the Equipment shall be
deemed a breach of the terms of paragraphs 10(a) through 10(d) hereof and shall give rise to an immediate ng,t of SP to termInate this
Agreement or any portion of the Services provided hereunder.
8. Parties.
SR recognizes that SF', its partners, suppliers and Its and their respective affiliates, eaCh have rights with respect to the Services, inc/udlr'i9 the
software, data. Information and other items provided by SP by reason of SR's use of the Services. Paragraph$ 6 and 7 hereof shall be for the
benefrl of SP, lto partners, suppliers and Its and their respective affill~es, $Uccessors, assigns, off1cers, directors, emploY$eG and
representatives and the term "$p. as used in such paragraphs indudes SP, itlS partners, suppliers and its and their respective affilial8S.
9. Access.
SR, at its expense, agrees to provide network access per SP's current specifications. Such specifications may Include both dedicatfld and dial
back-up lines permanently connected and dedicated to the Equipment or Internet or alternate network access, The SOle purpose of the dial
lines shall be to provide communications baekup for the Services. SP Is not responsible for the reliability or continued svallablllty of the
telephone lines and communications equIpment, other than communication$ equipment supplied by SP and used by SR in accessing the
Services. However, SP shall attempt to resolve any communication line problems with respect to the acceSSibility of the Services.
10. ~.D.e of Services.
(a) The Services and the Equipment are solely and exclusively fOl' the use of SR and shall not be used for any illegal pUrpDSQ or In any
manr'!er inconsistent with the provisions of this Agreement SR acknowledges that the Services and the Equipment were developed,
compiled, prepared, revls$d, selected and alTlilnged by SP and oUlers (Including certain infcrmatlon sources) through !he application of
methOds and standards of judgment developed and applied through the e)(penditure of substantial lima. effort and money and constitute
valuable industrial and intellectual property and trade secrets of SP and such others, SR agrees to protect the proprielary rights of SP
and all others having rights in the Services and the Equipment during alld after the Term.' SR acknowledges and agrees that it has no
ownershIp rtghts in and to the Services and that no such rights are granted under this Agreement.. SR shall honor and comply with all
wrttten requests made by SP or its suppliers !o protect their and others' contractual, statutory and common law r1ghl$ In the Services and
the Equlpmetlt with the same degree of care used to protect its own proprietary righl$, whiCl'l in no event shall be less than reasonable
efforts, SR agrees to notify SP in writing promptly upon becoming aware of any unauthorized access or use by any pal"lYOI' of any claim
that the Services or the EQuipment infringe upon any copyright, lrademarJ{. or other contraetu81, statulory or common law rights,
(b) SR shall not 8CGess the Services through any medium or equipment which SP has not authorized in writing, nOt may anv medium or
equipment by Which the Services are provided be shared, moved, modified, Interfaoed, copied, broadcasted, reproduced. ported 01'
otherwise routed with or to any other equipment without SP's prior written consent, In additionl SR shall not move, modify, interface,
copy, broadcast, reproduce, port or otherwise use or route the Services or a"y portion thereof with or to any other equipmentl network or
software that Sp, in its sole good faith Judgment, determines is interacting or Interfering or may interact or In!erfere with the performance
of the Services or any portion thereof and, from lime to time, upon SP's ~uesl therefor, SR shall promptly notlfy SP In writing of any and
all such equipment. nelWOr1< and software. Services expressly provided by SP for operation on SR's own equipment snail be furnished
without warranty as to compatibility, frtness or perforrnar'ice with such eQUipment, and SR shall bear all cost and responsibility for such
equipment. Unauthorized access or use is unlawful and SP and its suppliers shall have all rights provided by law 10 prevent such access
or use and to collect damages in such event. SR agrees to notify SP in writing promptly upon becoming aware of any unauthorized
access or use, SR shall not share. recompile, decompile, disassemble, reverse englnoor. or make or disbibule any other form of, or any
derivative work from, the Services and/or the Equipment SR may use the Services solely for Its Internal business purpoil!lS and may not
use the SenIlces For any development purposes or to develop any applications, software or otherwise that could in any way Ir'iteracl or
interfere with the performance of the Services or any portion thereof, except as SP may elCpressly pennit under a separate development
license with SR.
(c) The analysis and presentation included In the Services shall not be recirculaled, redistributed or published by SR elCcept for internal
purposes without the prior written consent of SP and, where necessary, with cel'taln sources of the infonnation Included In the Services,
(d) SR shall not use any of SP's trademarks, trade names, or service markS In any manner which creates th9lmpreGsior'i !hal such names
and marks belong to or are Ider'itlfled with SR, and SR acknowledges that it has no ownership rights In and to any of these names and
marks,
11. Facllltles.
Commencement of the services is contingent on the availability of the hardware, nei.wor1< access, communications equipment and facilities to
SP's specifications, AI. SR's eJ'pense, SR shall install or have Installed on SR'S premises, and shall modify /rom time to time at SP's reql,le5t,
all cables, wires, devices, connections or other transmission media equiprflent and electrical, communications and network connectll)(l$
specified by SP, SR shall nOl maKe use of any cables, wires. devices, connections, equipment or networl< access in oonnection wil:h the
Services not approved in writin9 by SP.
Customer Initial: ~'Ace!: 485022
111111111111111111111111111111111I111111111111111II1111~ 111111111111111I11I1111111111111111I11111111111111111111111111111111111111111111111111111111I11111111
Agmt:
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Ord:
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CITY OF VERNON Utilities
tm oo~
12, Return of Equipment ancLSoftware.
Upon termination of this Agreement or any Schedule for any reason whatsoever, SP shall have the right to remove the Equipment and
software by which the terminated Services are provided at SR's ellpense. In addition, upon such termination SR shall cease use of all
terminated Services,
13. Access to ProOertv.
Any pel'$oo or persons d9Slgnated by SP shall have access to the Equipment at all reasOnable times for the purposes of Installation,
inspection, maintenance, repair, relocation and removal, SR acknowledges and understands that SP may monitor, either physically or
electronically (induding remotely), SR's use of the Services. SR shall at all reasonable dmas permit SP to have jK;Cess to the loeetion where
the Services are provided for !he purpose of ascertaIning the use made of the Services.
14. Maintenance.
SP to the best of its abilitY shall maintain and kll8p the Equipment in good working order and Condition so !hat It will perform 11$ functions
satisfactorlly. NOlWlTHSlANDING THE FOREGOING. SP SHALL HAVE NO RESPONSIBILITY OR LIABILITY' FOR THE THIRD-PARTY
COMMUNICATIONS NETWORK THROUGH WHICH SR ACCESSES THE SERVICES AND SR SHALL INDEMNIFY SP AND HOLD IT
HARMLESS AGAINST ANY LOSS. CLAIM, DEMAND OR EXPENSe, (INCLUDING REASONABLE ATTORNEYS' FEES) ARISING IN
CONNECTION WITH THE USE OF SUCH THIRD-PARTY COMMUNICATIONS NETWORK, SR shall be respol'lsible for the safekeeping of
!he Equipment from the time it i5 received on SR's premises and shall take reasonable steps to prevent abuse to the Equipment SR shall be
responsible for all physical loss, theft, or damage to any equipment Ulled to deliver the Services to SR and shall pay SP the full replacement
cost of the Equipment as liquidated damages Unless such loss, theft, or damage Is due entirely to !he fault or negligence of SP. To the
maximum extent permitted by law. neither SP nor ils suppliers 01' third-party agents shall be responsible 01' riable, c:ontingently or otherwise, for
any personal injury or property damage ari5ing out of the Installation. relocation, maintenance, use or removal of the Services and/or the
Equipment.
15. Rolocatlon.
On reasonable prier written notice. which shall in no event be le5s than 60 days, and at SR's expense. SP shail relocate all or any part of the
Equipment. Scheduling of suoh relocation shall be contingent on availability of communication lines, facilities, equipment and labor. SR
acknowledges !hat interruptions of Services might result from such relocation and that the provisions In paragrapt1 6 hereof apply to any such
inl9ITUptIOO1.
16. Asslanment.
SR shall have the right to assign this Agreement or the rights hereunder only with the written consent of sr which, in the case of an
assignment by SR to any of its affiliates that ere In substantially the sM'le business as SR, shall not be unreasonably withheld.
17. ComDlete Aclreement: Modifications or Waivers: Form.
This Agreement. together with the Schedules, which are incorporated herein by refereoc:e, is the complete and elU:Iusive statement of the
agreemel'ltS between the parties with respect to the subject matter hereof and supersedes any oral or written communloatlons or
represeotatlons or agreements relatlog therelo. No changes, modifi~tions or waivers regarding this Agreement shall be binding unless in
writing and signed by the parties ~ereto; provided. ~, that SF' m~y amend the pl'Ollisions of this Agreement relating to Electronic Trading
(I) for regulatory reasons or (II) to provide additional servloes by providing wrllten notice to SR. This Agreement, including the Sohedules, and
any modifications, waivers 01' notifications relating thereto, may be executed and delivered by facsimile or eleclrorlic mail. Any such facsimile
or electronic mail transmission shall constitute the final agreement of the parties and c:onclusive proof of such egre6!menl
1 B. Valldltll.
SP and SR intend this Agreement to be a vali(i legal instrument, and no pl'oYision of this A{:Jeemenl whIch shari be held invalid shall in any
way invalidate any other provisions of thIs Agreement. each of which remains in full force and effect. The invalid prevision shall be reformed to
the minimum extent necessary to correct al'IY irwalidity while preservlog to the maximum extent the rights and eorr'Imercial expectations Of tile
parties. The headings in lt1is Agreement are Intended for convenience of reference and shall not affect its interpl'9talloo,
19. Governlna Law,
This Agreement and the lepal relations amol'lg the parties hereto shall be governed by and construed in accordal'lee with the laws of the State
of New York regardless of the laws that might otherwise govern under applicable choice-of-law principles. The parties hereto agree to submit
to the jurisdiction Of each of the federal and state courts located in New York County, New York in connection with any matters arising out of
this Agreement and not to assert a defel'lse of forum non conveniens, sovereign immunity, Aet of State or analogous doctrines in connection
with any action,
20. Survival.
Paragraphs 3(d), 4. 5(e), 6, 7, 8. 12. 13, 14 and 19 hereof shall SUrvive the termination or Ihis Agreement and shall continue 1n full force and
effecl
Agreed to by:
CITY OF VERNON '
o.,/.ZNmne(~:--T"/~
Signature (O.uly itlllt1P/iZed imcer !<..pal1l'\E1t or proprietor)
~ruce V. MalKenhors~
Name (Please type or print)
~;ty Admlnistrator
Title (Please tyPE! or Prlntb
February 28~ 2 05
Date Dale
BLOOMBE~G, 1:'l1.OOMBERG PROFESSIONAL, 131.00MBcRG MARKETS. BLOOM8iORG NEWS, BLOOMBeRG TRAOEBOOK. BLooMBER(j1 BONCTRADER, BLooMBeR.G
'I'ELEVISION, BLOOMBERG ~ADIO, i\ll.OOMBERG,COM ami BLOOMBeRG ANYWIiERE are lrademllrk,$. l1nd service marks or BlOOmberg LP" e Delaware llmiled pertnerahip,
Air righll; reearveo.
Agreed to by:
BLOOMBERG L,P.
By: BLOOMBERG INC.,
General Partner
j)1JVJ\- J)L{~'
/
313/2005
Al;:cDUllt: 485022
Agret!ment: 1598339
Order:
1598339
DT: 1000
Page 4 of 4 AgComboGlob 121011104
1111111111111111111111111111111111111111111111 1111111111 11111 11I11 IIItI 1111/1111111111 11111 11111 11111 11I11 1m I11III ~ IIII1II11 /II 111111111111111I111111111111
03/01105 TUE 08:27 FAX 323 -826 1425 ~ITY OF VERNOrg Utll,lt1es 141002
- - - - -., - --.-- -
8LOOMBERG LP,
4~ P~tk A\I4KlUl>
New york, NY 10022
T"epllOllS; (2\2) 311l-~
Fa<:8iIl'lle; ~17) 369-5&10
BLOOMBERG SCHEDULE OF SERVICES
SERVICE PROVIDER ('SP"): BLOOMBERG L.P. ACCOUNT: 485022
sERVICE RECl~IENl ("SR'): CllY OF VERNON
DEPARTMENT: ORDER DAte: 0211012005 ORDER: 1598339
EQUIPMENT ADDRESS: BILL-ING ADDRESS: (Payn1enl OI\~ B~led ltom9llRng PM~ Y!IIed below)
CITY OF VERNON CITY OF VERNON
4305 SANTA FE AVENUE 4305 SANTA FtAVENUI:
I VERNOr" CA 90056 VERNON CA 90058
(Clly) (SLDIeIP/OIII_) (Poslel Cooel (CIIJI 151IM1PrDVlnc8) (PMIBI CQdll)
I United StataS - United States
USER CONTACi: BILUNG CONTACT:
; DANNY GA.RCIA 1323828-1422 DANNY GARCIA :.J23-826-1422
SP oiInd SR Ire parties to II BLOOMPERG AGREEMENT, Number 15e8339 (the "AgrHmenr') which sets fOl'th the terms lIIld conditions under whIch SP
provides to SR the Scorvlc:IS de$Crlbed therein.
MONTHLY COMMENCEMENT DATI;;
I au.ANTITY TYPE OF SERVICEs/EQUIPMENT ORDSRED UNlTP~lCE OF TiRM
02 17"FIllLPnI wlPC Lease 1,57li-OO
i
;
I PC!a I ~ I Total~ $ 3.150.00
T1:RMS AND CONDITIONS
1. INSTALLAnON OF SERVlCE(S); OTHER EQUIPMENT
pursUoilnl to \he Agreement. SR ne!> requested SP to provide !he SeMces at tI'1e stated equipment addre!>!> (as noled alxWco), The Sef\/ieaS Include one fTea
subscription 10 BIOQIllberg MlIQa~ne for each u!>er of the E11..00MBERG PRO~ESSIONAL lilervlC9.
2, TERMS & CHARGES
(al The inilisltcorm of lhis Scht!ldule is from the first day SGNlces or ..ddltlonal Services are provided to the seGOfId anniversary of that date (the 'Sl;lhedule
Term'), unle$$ earlier lemoinated during tne Schedule Term or any renewal thereof. as follows: (i) SR shall have !he rIght 10 telTl1lnate this Schedule or
any portion of the Servicl;!!; provided hereunder at eny time upon not less than 60 dlly&' prior written notice to SP; (i~ SP shall have !he rIght to terminate
!his Schedula and/or the Agrnement at any lime immediately upon written notice tl;l $R. II SR breaches any of It1e provisions of thiS Schedule; or (iii) this
Schedule eJ:lall autorTlatiCill1y lermill3le upon terminalion of the Agreernent Up01llerminaUon of !hi!> Schedulel SR shall pay any appl1cablll charge!> SEll
forth in paragraph :.J I;If Ih9 Agreement wllh reapect to lhis SchedUle and, in addition, If thi5 Schadule is tefminated pursuant to (x) clause (iii) of !he
preceding sentence "5 a rosulll;lf 1M termination of the Agreement pursuant to paragraph :2(a)(l) or 2(a)(ii) thereof or (y) cl..usas (I) or (ii) of the
preceding senteoce. SR shall pay a termination charge in an emount equal 11;1 00% of the ctJ8rges under this Schedule that would otherwi5e hoilva been
dua for the baloilFlCB 01 the Schedule Term. Upoo'I terminatil;ln of any portion of the Services provldad under tI1is Schedule, SR IOI'iaM pay (i) any IiIpplicable
charges set forth in paragraph 3 of \he Agraamant with respect to such terminated SefVicel; and (ii) a terminatlon charge in an amount equal to 50% of
the cnarges undar tnls 5ctJedUla that would olherwise h.....e been due for such temolnated Services for the balance I;If the Schedule Term. Circuit
InstaHation or upgrades do nOl affecllhe term of !he Agraement. The fee commences tM day followin9 actual inslallation and shall be invoiced quarter1y
In advance, All amounl5 displayed on this Schedule oiIre In U.S, dollars, "0 the extent permitted by loiIW, SF' may send IiInd SR agre~ to receive Invoice!>
via electronic mail, Any fee increase of whictt SR. Is notified in accordance wi!h the Agreemcont or this Schadule will tolIlte effect as specified
notwithstanding the issuElnce of a Schedule setting forth the then current fee.
(b) The Scnedule Term shall ba aUlomaticlllly renewed tor successive two-year perioda unlasS SR or $P elects not to renew by giving not less than 60 dilYS'
prior written notice to the gther, If this SChedule is 51;1 ranewed for E1ny addlllonal petiod beyond the initial Schedule Term, !he charge$ ~ayable PUr5u..nl
to paragraph 3(a) of the Agreement for such renewoiIl period shall be calculaled at the prevaifing rates then offered by SP. and this $chedule shall be
considered tl;l ba amended aClXlrdlngly.
(e) A1llnslallaliol\$, u~grades. removals, relocertions. conversions. equipmenl moc:llflcaUons and other change!> related to the SeMces will autl;lmatlcally be
charged at BPs prevalHng ratlil& and SR will be Invoiced oiIct:iordlngly. If Il;Ieal dedicated circuits for netwo~ access are provided 10 SR. the charges for
!Ouch dedicated local circuil5 ....e not guaroilFlteed for the term of !he Agreement. Increases and/or discounts to such ehoilrgas may be made on 90 days'
advance writlen nollce and customer reltlCetions may I'fillOult In Immediate ptlce adjustments for such Il;Ieal circuits, SR may 19rminale dedicated eircuil5
for network oiICCesS upon 90 da~s' advance wrilten nolice, provlded!tl8t SR has Installed .. replacement approved by SP.
e~ (Mclltlllftal tlll1ll$ 01' ftsllt PBIJII with ttqu111ld acknvwl9CI9Jft8l\t)
Cl.II5lomer InItial: ket: 485022 Agmt: 1598339 Ord: 1598339 DT; 1200 F'age 1l;1f :.J ScnGloba1121OBl04
, IIIIIIIII~ 11111111111111111111111111111111111111I1111111111111I11111111111111111111111111111111111111111111111111111111111111111I1111111111111111111111111111
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(d) The Total does not include monthly fees for real.timlil exchange amI tIlird-party information servicel5i ,or applicable ta~, All ~pPIicable taxes, inCluding
wlthoutlimilalloo, SOllas taXI VAT, GSi and similar taXElS. shall be added to the chl;Jtges for tha SelV1O$!l and set forth on the Invoices. It wx-exempt, a
copy of the SlatelF orelgn T!ilx Exempt Certificate must bEl submitted upon signing the AgreelTlent
3. QLOOMBE:RG ANYWHERE
(a) 'Bloomberg AnywhElre' shall mefilfl a subscription 10 th9 Services !hat may be used by only one i~iVIdual. If SR acce$SQS the ~es tn~h
Bloomberg Anywhere by use of SP software (each, 1;11'1 'Access Point"). SR shall notify SP of tl'le IocallOnlii of the computelS or workstationS via wInch a
Permitted User (as defined below) of Bloomberg An)'WIlere may acce.5lO the Servic~ upon tha Ins~.aliQn of any I5iUC~ so~re anc;l upon SP's ~uesl
from time to time, EeCh AccesS Point of a particular Permitlad User will be permiSsloned to r9CeIW tIla same funclionalilies avaIlable to f!NefY other
Ao:ass Point of such Permitted User, unless SP shall otherwise specify or determine from tima to time, Frornlima to lime in SP's sole discretion, SP
may permit Permitled User.:! to acce5$ the ServiCes through Bloomberg Anywhere via addilional softwate--based Access points orvialhe Internet.
(b) Each individual with access to the Services through Bloomberg Anywhere (eacn, a "Permitted User") l;Ihall gain access lO ttle SeMces only through (I) a
standard l,it'llque Permitted Usaf login and pasaword anl;l (II) a SP sacure idenllficaUon device. 85 required and provided by SP. All such secure
IdenlifiCliltion deviClillO shan be included In the term "Equipment: SR shall not permit Bloomberg AnywherE! to be sl1li1ted, switched or rep!iClilted between
two or more personl5i or to be used to access the Services simultaneou!ily from two or more devices, computers, workstaUons or locations, All Ac;ce!,;s
Points provided in connection with Bloomberg AnyWhere mey be acce$sed only by a Pennitted User and access mOlY not be sharGd witll eny peISOn
who is not a Permiltad User or used in any mannar Inconsiatenl with the Agreement or this Schadule. SP raserves the rlghl periOdically to I;IlldIland
monitor (whather pI1yslcany or e/eclronicl;IlIy) BIoombet9 Anywl1ere to ensure compliance with the Agreement and this Schedule.
4. BLOOMBERG FLAT PANEL
If this Schedula provides, or may trnrn time II;) lin'Ie provif;ie, for one or more Flal Panel screen!i, SR agrees not to separate, unbolt, move, modify, interface,
duplicate, redistribute or otherwise disconnect arry OIle, both or four of the Flat Panel screens, or use anyone. botll or four of Iha Flat Panel $CNens in 01
manner inconslslent with the terrrE of the Agreemenl, without SP's prior W\itten consent, Unauthorized aeeess Of use Is unlfilV\lftJl and SP shall have all
teCOl.lrse and rights as set fl;)rth In the Agreement. The access term for the Flat Pene! shall be the same eS that of the specific 6LOOMBERG
PROFESSIONAL service subscription or AcC:ess Point to which it Is attached. SRls fee filPPllcable to the Flat Panel screens 1/1'1"'" commence on the date
folloWIng actual installation.
5. SHARED NElWORK: MUL nPLE SERVICES
If this Schedulr;! provides I or may from time lO lime provide, for a fee for Services calculelad on the ba$1s of a shered local network al the SliImEI physical
loealion or multiple Services, then et sucn lime as the nelwork is no longer !Ohared, or multij)le Services are no longer accessed, the faB forServicas shall be
Increased to the prevailing rale for Sen/lees providad on an I,Inshared or 5il'191a Service bsSl&.
6. RECEIPT OF TlIE SERVICES VIA SR'S AUTHORIZED EQUIPMENT (IF APPUCABLe)
(a) T/lB Services sl1<lll be made avmlable 10 SR by means d the authoritad equipment sat forth on the face of tIli5 Schedule or the Authorized Computers
as ,.$1 forth in the Datafeed Addendum (the 'Authorized Equipmenl'). SR agrelilS that it will access the Services only through such AUthorized
EqtJipmant. In no event will SR recirculate, redislribIJla, access, IliIcelve or oll1erwisa retransmit or re-route the Services to or througl1 eny other
eQuipment or t1isplay or permit the use of any Information Included in the Services on arty other equipment or diaplay,
(b) SP shall have the tight at anY' time, or from time to time, to c:hange ItIe tachnical spElCiflcatlons of any aspecl of lhe Setvlces and, in such event, SR shall
taklll all te8S00Elble Sleps, allts expense, to modify, raconfigure, upgrade or replace the Authot~ad Equipmlilnt In order to maintain oompl;ltiblllly.
functionality, quallly, speed and convenience of the Sarvlces,
(0) SP shall have nO responsibility for installing. labeling, lestlng. maintainIng, reloCilting or removing trle AuthOlized Equlpmeml or for training or pn;lvicllng
support documentation to SR's employees In the usa of the Authorized Equipmant All cabling, connectiOl1!iJ I;Ind any interfeee (Including hfi!ftlWare.
sotlwlitre, network or otherwise) belween AUlhQrized Equipment and $P's EqtJipmant are the n3sponslbllity of SR. N01WITHSTANDING Tj-lE ABOVE.
SP SHALL HAVE ALL RIGHTS WITH RESPECT TO THE AUTHORIZJ;:D EQUIPMENT, INCLUDING, Bur NOT LIMITED TO ACCESS, AND SR
SHALL HAVE ALL OBLIGATIONS AND RESPONSIBILlTIES WITH RESPECT THERETO, AS ARE STATED IN THE AGREEMENT WITH RESPECT
ro EQUIPMENI GENERALLY. In addition. SP shall have the right to participl;Ill;I In the provision d training and the pt'eptlTEltiOn of support
documentation ralallng to the use of the Ser'JIces by means of the Aulhori%ad EquipmEll1t, although SF' !;Ihall have no obligation In this regard.
(d) SR shall TlQI moYQ. modify, interface, co~, broadcast, reproduce, port or otherwise use or route the services or any portion thereof with or to any other
equipment, network or software Ih8t SP, In lIS sole good faith jl,lljgment. detem1ines Is Interacting or Intelfering or may Interact or interfere with the
performBnClil of the ServiceS or any portion lhereof IlInd, from time to lima. upon SP's raquesllhere1or. SR shall promplly notify SP in writing of any ..nd
aU such eqvipmenl, network and s~re, SR may usa the ServiClils solely for its inlemal business pUr'1'O&eS and may nO! use !he Services for any
development purposes or to develop fI/IY applications, software or otherwise that could in any Wf;Iy intaract or interfere with !he performance of Ihe
Services or IiIny portion thereof, except alii SP may e)lpressly permit under a separate I;Il;lIIalopment Iicenliie with SR.
(e) In addition 10 thOSelimilatiQR!; on liability contained in the Agreement, to the maximl.llll elClent pennitted by law SP, its ofIieers. employees, SUpptielS liInd
thlrd--party agents, shall have no respor1$ibillly or liability, c:onllngenl or olharwlsel for any Injury or darnegas. whether ceused by the negligence of SP, its
employees, $ull-conlracton;, agen151 eQtJlpment vendors or otherwise, arising in connactlon with the usa, Installation, Of provision of the Services by
means of thr;! Authorized Equipment lilnd shall not be liabla for any 100t profits, punitive, incidental or consequential damages or any cleim against SR by
any olher party with respact thereto, SR agrees that SP is not rel5ijXInslble for any fault. inaccul<lcy, omission, delOlY or any other failure In the SerVices
caused by SR's hardware, software, cabling, nelwork services, or erislng from SR's use of the Slil/Vices on sucl1 equipment.
7. THE BLOOMBERG TRAVELER AND ACCESS POINTS (IF APPLICABLE)
(a) THE BLOOMBERG iRAVELER: (I) must be associated with a specific 6LOOMBERG PROi=ESSIONAL service subsctiptioo ac:eessed by SR; (II) will
not ba lJSed for E1n eldended period of Ume in 01 time zone differant than thai of Its associated BLOOMBERG P~OFESSIONAL service subscription nor in
1;1 manner that would result in a reduction of SR's exisling or potential subscriptions 10 SP's ServiClils; (iii) INIII diseneble tha associated Sarvlce for a
certain period of time; and (iv) may be terminated upon 30 days' prior wrttten notice to SP.
(b) SP may remove or require SR 10 remove Onr;! or more Access Points for ~n)' Bloomberg Anywhere subscription that is terminated for any reason,
(c) SR will Incur a connection fee fOt any relocetion of SP-provlded SOftwallil or Services, SR-provlded 111i1rdware and soflwal'e must meet all tochnical
specifications prQllided by SP from time to lime, SR OI=pts responslblUI:y for properl)' loading I mOllntalnlng and ul39rading THE BLOOMBERG
TRAVELER soflwan3 and Acces!;> Poll'll softwl;Jre on SR-provided hardware, In accordance with SP's il15trud1ons and procedures, AU !OoflWare is
furnished under lhe Agreement and this Schedule and mlly be used only in accordance with the Agreement and this Schedule, Except as provided in
the Agreement, the $oflware may oot be; (i) copied, broadr;:esled. reproduced, ported or othelWlse rOl,lted to or used in any fashion on any non-
authorized compuler or display or in any olher OIPpllcaUon; (ii) recompiled, decomplled. disassambled. reve~e angineered, made Into or f;ii!5itributed in
any form of derivative work: (iii) modiffad, adaptl;1d, translated, EICCEIssed, Ioanllld, resold, dishibUled or. except as provided in the Agreement. networked
in wI101e or In part: or (iv) used with any other terminal, nelworkl or device exc:ept as permitted by th9 Agreemenl SP MAKES NO WARRANTY OF Atff
KIND WITH REGARD TO INTERNET ACCESS. THE HARDWARE AND iHE SOFTWARE:. INCLUDING, BUT NOT UMITED TO, IMF>L1ED
WARRANTIES of MERCHANTABILITY ANO FITNESS FOR A PARTICULAR PURF'OSE. SP shall not be liable for errot'S contained in l1'le software or
relatad to internet access or fol' Indirect, incidental. consaquential or special damages In connection with the fumishlng, performenc:e or use of the
software or internewcce5S '
(Addltlonlll IllTm$ on naxt pag. with required ;K;I\r\OWledgmen I)
Customer Initiill: Ace!: 485022 Agmt: 1598339 Ord: 1598339 OT: 1200 Page ~ of S SchGlotJa112108l04
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03/01/05
TUB 08:29 FAX' 323-826 1425
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l4J 004
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8. cOMMUNICATIONS CIRCUITS AND fACILITIES
SP sl1all attempt 10 resolve any inquiries of SR. reglilrding cornn'lIJnlcaUons cIrcuits and facililies used In accessing SP's Services, f',I~thstandlng any
provision in lhe A9raMlent Dr this Schedule. SP Is nol raspdnsibla or liable lor !he av;ollability Qr reliability of any communications circuit or faclllty wI1leh SP
secures from a third party or for any act or omission of such third party furnishing such comrnunlcaliOfl$ cIrcuit or facility. SP MAKi:S NO
REPRESENTATIONS ORWARRAN1'IESI EXPRESS OR IMPLIED. WITH RESPECT TO SUCH CIRCUITS OR FACILITIES AND DISCLAIMS A1'N
IMPLlEOD WARRANTIES O~ MERCHANTA61L1lY OR FITNESS FOR A PARrlCULAR PURPOSE OR USE OF SUCH CIRCUITS OR FACILITIES,
9. APPlICABlLlTY'i FORM
(a) lhe terms end provisions of Sections 3, 6(d), and 7 of this Schedule shall apply to Services prQI/lded hereunder and l,II'Ider any other Schedule relating
10 the Agreement executed befOfe the date of this Schedule,
(b) This Schedule, and any amendments hereto, may be executed and delivered by f8cslmUe Of e1ectroi1ic mell. Any 51,1ch facsimile or electltlnic ma~
transmission shaH con~litute the final agreement of the panles and conclusive proof of such agreem~, ,
Agreed to by:
CITY O~ VERNON
Company Neme (PIe35e Type or print)
~/~
Signature (Duly liIuthorlzed officet, partner or proprietor)
Bruce V. Malkenhorst
Name (Please lype Qr print)
City Administrator
Title (Please lype or print)
February 28, 2005
Date Dale
BLOOMBERG, BLOOMBERG PROFESSIONAl., liILOOMBERG MARKETS, l!lLOOMBERG NEWS, BLOOMl!lERG TRADEBooK, ElLCXllIA8ERG BONDTRADifl, BLOOMBERG
TELEVISION. BLOOMBERG RADIO, BLOOMBERG,COM llnd BLOOMaERG ANYWHERE are lrBdemB~$ and service mtlr1ts or Bloomberg LF',. a Delaware IImltBll parlntr$l'llp. AU
righl9 reserved.
Agreed to by;
BLOOMBERG \-.P.
By: BLOOMBERG INC.,
Generel Partner
&~)Jll~'
3/3/2005
Ael::Ount: 485022
Agreement:
1598339
Order.
11598339
DT: 1200
page 3 of 3 SchGlobal1210f3.104
111111111111111111111111111111111111111111111111111111111111111 111111111 III III 11111111I1 11111111111111111111 Imlllllllll II 1111111111111111111111111111111111
03/01/05 TUE 08:33 FAX 323 826 1425
CITY OF VERNON Utilities
~O(
..,
f
BLOOMBERG tlATAFEED ADDENDUM
BLOOMBERG LP.
4gg Perl<. Avenue
NeW VOlt, NY 10022
ielephOne; (212) 318-2540
filC&imile: (g17) ~9.5540
ACCOUNT: 485022
ORDER: 1598339
Addendum to the Bloomberg Agreement No. 1598339 (the "Agreemenf) between Bloomberg L,P. ("Blocm~erg" or "SP") and CITY OF VERNON
C.SRd).
Backaround
A. SP and SR are parties to the Agreement referenced above OInd tM Schedule(s) of Services (lhe .Schedule"),
B. SR has indicated a desire 10 receive certain Information contained In the Services (!:he "Information") by means of a datafeed (the nDatafeed") and
to distribute the Information and Reformatted InFormation (as hereinafter defined) 10 Bloomberg.designated computers of SR equipped with a
Bloomberg-supplied keyboard and/or Bloomberg proprietary computer boarc15 (the "Authorized Computers"),
c. SP is willing to provlda to SR the Information by Datafeer;l, su~ject to the terms and conditions of the Agreement, and as amended by lhis
Addendul"/l,
D. Capitalized terms which are nol defined herein shall have the meanings stated in the Agreement,
E, If there are any inconsistencies between the terms of !his Addendum and the terms of the Agreement, the terms of lhis Addendum shall apply.
Deflnitionli
A "Umiled Amount" shall mean a portion or amounl of Information tI1al, evaluated quantitatively and/Ot qualitatively, in SP's sole jUdgmenl, does not
materially prejudice the ability of SP to exploit Ihe InformaUon or tt1e ability of any soutce of any part of such Information to exploit sl,I(:h part of the
Information or in each ca$e to realize revenue in conneclion therewith.
B. "Reformalled Information" shall meanlnrormation in a form in whIch the undertying InformaUon, in SP's sol6 judgment, remains identifiable.
C. "Derived Information" shall mean Information used by SR for lhe purpose of carrying out calculations and displaying the results,
D. "System" shall Include, without limitation, any software, hardware or other equl!)ment or services used by SR to receive, store, analyze, manipulate
or process the Informatiol1, Reformatted Information or Derived Information,
RI~ht$ to Use
1. SP agrees that SR may, solely for the purposes and an the cDnditiol1's set forth In this Addendum, receive the Information by means of a
Bloomber9 Datafeed into Authorized Computers of SR. SR may use the Information, Reformatted Information and Derived Information for SR's
internal business purposes, including withoullimitatlon, as Input to computer applications on Authorized Computers, In no event will SR permit the
Il'lf'ormation, Reformatted Information or the Derived Information to be used in any way not speclfically authOrized by SP. In no event will SR permit
the Information or the Reformatted Information to be moved, copied, broadOIil!ilt, reproduced, ported, or otherwiee routed to or used In any fashion
on any non-AUlhorlZed Computer, printer, display, or application; provided, however, that'SR may slore the Informatiol'!, Reformatted Information
and Oerived Information liS set fort" herein, SR will take all sleps rgasonably necessary to ensure that SR's employees comply with all provisions
of the Agteement, including this Addendum, and wtll obtain from its employees appropriate agreements r$g&tding confidentiality and non.
disclosure to prevenl unauthorized disclosure and misuse during and after the Term.
2. Notwithslanding the provi$iofl$ of the paragraph Utled .Scope of Si'ilrvlces' sel forth in the Agreement and subjecllo paragraphs 1 and 4 (Rights to
Use) of this Addendum, in the ordinary course of business, SR may use and disseminate a Limited AmOl.lnt of the Information and Reformatted
Information 10 support the primary business of SR; provided, however, that SR may not use or disseminate the Information, Reformatted
Information or Derived Information In any manner which could cau:lllil the Information so used or disseminated. in SP'g sole good faith judgmenl, 10
be a source of or substitute for the Informallon otherwise required to be supplied by SP or available from SF', Subject to the foregoing restrictions.
SR may use the Information, Reformatted Information and Derived Informatlol'lln SRls services in the nature of providing company researCh 10 its
customers, trade reporting, portfolio reporting and !rade proposals,
3. The number and location of the Authorized Computers are set fQl'th on the Schedule. SR agrees that each Authori~d Computer, printer and
Bloomberg controller will have a unique addreGs, which will be provided to SP prior to installation. SP shall have all rights with respect to the
Equipment provided by Sp, illcludingl but not limited to, access to such Equipmel'lt; and SR shall have 1111 obligations and responsibilities with
respect therelo, as slaled In tMe Agreement. .
4. SR agrees to comply will1 all restriCl:lons on use required by providers of Exchange Data (as hereinafter defined) or Additional InfOtl'natioo (as
hereinafter defined).
5. SR understands that thin:l..party contributors may choose to inhibit Qr prohibit their information from being accessed by SR via the Datafeed,
6. It is expressly agreed between the parties that the rights granted to SR under this Addendum do nollnclude the right to store all or any part of !:he
Information or Reformatted Infonnation in databases for access by any non-Au!:horlzed Computers, non-BLOOMBERG PROFESSIONAL service
subscribers or any third party or the rig hi to distribute any database services containing all or any pl!lrt of !he Information or Reformatted
Information, Notwithstanding the prior sentence, SR may, solely for access by and use on Ihe AU~OI'Iz;ed Computers, slore the Information and
Reformalted Information pn SR's network server for the duration of the term of this Addendum. Upon termination of the Agreement or this
Addendum for any reason whatsoever, SR shall use Its best efforts to promptly delete or purge any and all Information and Reformatted
Information, including copies of the Information and Reformatted Informalion from any System(s) SR used with the Information or Refol'l'natted
Information and SR shall immediately, upon such termination, cea6e using any and alllnforrnatlon and Reformatted Information, SR shall provide
SP wltl'l evidence satisfadory to SP of all suCh deletion and cessallon of uSe, At any time !hereafter, if SFt finds any Information or Reformatted
Informalion on any of its systems that was not deleted or purged, SR shall at thai time promptly del.te Ot pUJY,;le such Information. Upon
lermination of Ihe Agreement or !:his Addendum, SR shOllll'lot be required to delete, purge or cease permitted use of (i) Derived Information or (ii)
any Information or Reforn'latted Infoonation that SR is required bY a legal or regulatory body of compelent jurisdiction to maintain for Intetnal
reporting. archiving or storage purposes after such termination.
Protections
7. Notwithstanding anything to the contrary conlained in this Addendum or the Agreement, SR may no~ use any portion of the Information,
Reformatted Information or Derived Informalion in any mannl;lr tMat is compelitive with any PI'Oduct or service !:hen baing offered by SP including,
but not limIted 10, any Ul.e of such data that may:
(a) result in the displacement of an existing subscriplion of, or the loss of a potendal s\.IbGcription by, a third pany to SP's information services
Il'lcludinQ. without limitation, services with respect to Addilionallnform&tlon (as hereinafter definad); Or
C"lJitorner Initial:
~/
11111111111111111111I111111111111111111111111111111111111111111111111111111111111111111111I11111111111 1111111111111111111111111111I11111111111111111111111111111
Acet:
485022
Agmt:
1590339
Ord:
(AcIdltlclDall8nna on next "9' with rvqull1ld eckIlOWIeClgrn.nt)
1598339 01: 1400 Page 1 of 2 DatGlobal12 115104
03/01/05 TUE 08:34 FAX 323 826 1425
CITY OF VERNON Utilities
141 OJ
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.
(b) result in a raductlon of SR's exisling or potential subscriptions Ie SP's Information services, including but not limited to. the number of
Authorized Computers and BLOOMBERG PROFESSIONAL SElMCe subscriberl1 or users under the Agreement r~iving the Information: or
(c) prEljudlce the rights of SP or any sources of any part of Ihe Information to exploitlt& respective portion of the Information, If SP believes in
goad faith that such service or produot of SR competes with SP in the manner ~pecified above. SP may terminalS this Addendum and/or the
AgreemElnt, pursue any and all remedies in respect of such breach, and may rElqulre that SR immediately discontinue its use of the
Information and Reformatted Information and comply wilh the provisions of paragraph 6 hereof.
8. SP reserves the right to audit and monitor (whether physicelJy or electronioally) (I) the requests of SR for the Information, the Exchange Oata. and
AddilionallnfOrl'nCltioo and (ii) the number of Authorized Computers enabled to acceSS the InfoJ'mation, Exchange Data and AddltlooallnfamaUon.
Subject to the terms of this Addendum, SR &hall allow SP aCCe5S to any of Its premises and apprODl'iale access to the Authorized Computers at all
reasonable times far the purposes of such auditing a...d monitoring,
9. SR agrees that if as a result of aUditing or monilorl!'lg by SP under paragraph 8, SR i5 shown to be using the Information or RElformaUed
Information Oil non-Authorized Computers. except as permitted by this Addendum. or ather computers enabled to access Exchange Data or
Additional Information .$dditional to those listed on the Schedule, SR shall be liable to pay additional charges andlor ~xcha...ge Fees (as defined
herein) andlor Additional Information Fees (as defllied herein) in respect of each su~ computer or display, such charges or fees to be calculated
from the day following actuallnstaUation of the inilial servioes, In addlUon, SP shall have the right in such event to terminate this Addendum and/or
the Agreement and to pursue any end all remedies In respect of such breach,
10. The number and location of Authorized Computers enabled to aCCess Exchange Dattl and Addflionallnformation are OIS shown on the Schedule.
Rermrts
11. SR agrees to maintain a log and produce a report to SP on a monthly basis, or as reasonably requellted. listing the !'lumber of Authorl:z:ed
Computers per lovatloh and the unique address or each Authorized Computer.
12.. As requested by SP, SR shall provide Ie SP a certificate signed by SR's external or internal auditors or such other authorized person acceptable Ie
SP verifying the most recent of the reporte referred to in paragraph 11 above and the service charges paid by SR and confirming that SR Is in
compliance wltl"I all terms and conditions of the Agreement and this Addendum.
13. SR will include in the monthly report the number an(lloC8tion of Authorized Computers enabled to aocess stock and OOr'fImodity or olhAr applioable
exchange data included In the Services ("Exchange Data") and/or information InCluded in the Services under agreentent$ between SP and the
providers of such Information ("Additional Information"). as are shown 00 the Schedule. SR shall pay all fEles Charged by the relevant eKchanges
fur access to Exchange Data (-Exchange Fees") or fees charged by the televant third party for aocess to Additional Information C'AcIdlUonal
InfOl'r"l'latiOll Fees.). SR acknowledges and accepts thai such fees may be charged (In the basis of each Authorized computer enabled to access
such data or inrcrl11ation and that the basis of charging and amount of such fees may change upon notice,
Dlsplav ReQuirement'
14. SR agrees to identify the Information and Reformatted Information by displaying it in accadance with the following rules:
(a) any third-party contributed data contained in lha Informatlon shall be identified by the name of the third party or as otherwise required by such
contributor,
(b) any dalOl contained in the Information and Refonnatted Information contributed directly by SP shall be identified as Bloomberg data.
is. SR will ensure thaI all real-time Information is displayed with the SP time stamp as supplied to SR and will use its besteffort$ to ensure thaI::
(iii) its oomputer system will respond In less than tI1ree (3) seconds to all requests tt) display the Information 115 permitted by lhls Addendum and
the AgreemEu'lt.
(b) where the Information is displayed in real-time, It will be displayed In less that'l three (3) seconds from the time It Is received through the
Oatafeed into the Authorized Computers.
16. SR shall pass on all SP-provided systElm status M~saQes to the Authorl:zed CompUters whIch ilre displaying any Information and Reformatted
Information,
17. All Exchange Data and Additional Information shall be displayed by SR in accordanCE! with the rules of the relevant e><<:hange(s) and Additional
Information provldtill'G,
Additional :renns and Conditions
18. SR agrees that SP is not responsible for any fault. inaccuracy, omission, delay or any other failure in the Informatio.... the Reformatted Information,
the Derived Information, the Exchange Data or the Additional InformatiOn caused by SR's computer equipment or arising from SR's use of the
Information on such equipment.
19. If SR is a Trading or Portfolio system user of SP's information systems, paragraphf> IS and 14 of thIs Addendum shall not apply to infonnatlan
which originates from securities storaged in Trading or Portfolio systems,
20. This Acktendum, I/'Ic:luding any modifications, waivers Or notifications relatiog thereto. may be executed and delivered by facsimile or electrooic
mail. Any such facsimile or electronic mail transmission shall constitu18 the final agrMf1lenl of the parties and conclusive proof of such agreement.
""
Agreed to by:
CllY Of VERNON
Company Name (Please Typl;I or prinl)
Agreed lD by:
BLOOMBERG L.P.
By; BLOOMBERG INC.,
General Partnar
~/
Signalure (Duty aulhorlzed officer. partner or proprietor)
Bruce V. Malkenhorst
Name (Plsaal;l type or print)
City Administrator
"ritle (~ll;Iase type or print)
[;~~.
3/3/2005
February 28, 2005
Dale Date
BLoOMBERG, SI.OOMBERG PR.OFESSIONAL, SLOOMIilERG MAR.KETS, BLOOMBeRG NEWS. BLOOMBERG TRADEElOOI<. BLOOMlilJ;RG BONDTAAO!:R, BLOOMIilERG TELEvISION,
iLOOMBEAQ MOIO, BLOO~BJ;RG,COM and BLOOMBERG ANYWHl;l'1e ilJ'lllradamafks 3I'ld wviClll11srks of Bloll/llbetg LP, ; Delawarllllll1llBd P~l$I1ill, All r1g1118 rMIlI've/!.
Account: 485022 Agrl;lel11ent: 1598339 Order: 1598339 DT: 1400 Page 2 of 2 DstGIQb8112/15104
111111I1111111111111I111111 11111 11111 " 11111111111I1111111111111I11111I1111111111111111111I1111111111111I1111I1111111111111111111111111111111111111 1111111111111
Bloom
rg
REA~TIMEORDERFORM
Instructions: Please provide the information requested and select the services required for the SID# by checking off the
boxes in the left column, Please make as many copies as required for additional users. (*We cannot process un-signed
requests). THE FASTEST AND EASIEST WAY TO ORDER IS TO TYPE EXCH<GO> and then hit 95<G0> to fill in
our online order form.
Account Name: CITY OF VERNON
User Name:
SID#: UUID#:
Account #:
485022 Order: 1598339
/---/~ ~
SIGNATURE IS REQUIRED TO PROCESS THIS ORDER
SN#:
SIGNATURE:
Type lAM or IAMX<GO> to obtain
MICEX GOVERNMENT SECURITIES (GKO AND OFZ)
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; (To get the member rate you musllnform the Bloomberg Exchange department that you are i
a member and additional confirmation ITllIY be required from the Exchange) --
! SINGAPORE EXCHANGE - (SGX-DT) - 3 BEST BID I ASK
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Prices are subject to change, without notice,
1 Subscriber agreement required
2 You must be a subscriber of the primary exchange
3 Members must notify Bloomberg of their membership status to receive the lower fee
NEW YORK EXCHANGE DEPARTMENT: (T) 212-318-2540, (F) 917-369-4595, exchanaes<albloombera.net
-, <13/01/05 TUE 08:27 FAX 323 826 1425 CITY OF VERNON Utilities 14I0(
- - --- ---
-- -.. --~. --
- .
IJLOOMBERG L.F
4$a p"tk ,,"v,,",
New Vorl<, NY 10112
ToIepllonll: (212) :116-25'1
Fac8illllle; (917) 3811-5$4
BlOOMBERG SCHEDULE OF SERViCES
SERVICE PROVIDER ("SP"): BLOOMBERG L.P. ACCOuNT: 48502
SERVICE RECIPIENT ("SR."): CITY OF VERNON ORDER DATE: 02110/2005 ORDER: 159833
DEPARTMENT:
EQUIPMENT ADDRESS: E1ILUNG ADDRESS: (peymant 011~ Ilmplsd rrom 91,""11 pally laled b.lDw)
CITY OF VERNON CITY OF VERNON
4305 SANTA FE AVENUE 4305 SANTA FE AVENUE:
I VERNON CA 90058 VERNON CA 90068
(Clly) (IIDIoIProvIl\QII) (PlISlIIl COdal (Cllyl ISIRlPrav!llce) (POiIIiII;lQd.)
I United Statal - Unlt6ld Slales
USER CONTACT: BILUNG CONTACT:
DANNY GARCIA 1323628-1422 DANNYGAR.CIA 323-826.1422
i SP und 8R are parties to .\I BLOOMBERG AGREEMENT. Number 151;18339 (lhe "Agreement") which 5$tS forth the t6lrms apd condItIons und6lr which e
provides W 8R the S6lrvlce. deliicrlbed tt1ehlln.
MON'lJtLY COMMENeEMENT DAl
. QUANTITY TYPE OF SERVICESJEQUIPMENT ORDSRED UNIT PRICE OF TERM
02 17"FI.IPnI wIPe Len!l 1.57().Qt1
i
:
I pO# I ""] T Totll: $ 3.150.UII
TERMS AND CONDITIONS
1. INSTALLATION OF SERVlCE(S)j OTHER EQUIPMENT
PUnJvunLIO !he Agreement. SR maG I'CIquested SP to provide the Servioes at tI'1t1 stated equipment addreGG (as noted aboVe). The SerJiCElS Include one 11
sub$orlptlon Lo Bloomberg Magazin61 for each l.IlO6Ir of the BLOOMBERG PROFESSIONAL serilce.
2. TERMS & CHARGES
(a) The inUial term of !his &;:h6ldule .is f~m \he first day S6Irvlces or ,ddltlonal Serviolil& are provided to the second anniversary of that date (the 'SQhed
Term"), unleG$ Qsrlier terminated during the Schedule Term or any renewal thereof, illS follows: (i) SR. shall have th61 right to terminate this Sohedula
any portion of the Service$ provided hereunder at eny tlmQ upon not IfIIS than 60 d.\l~' prior written I'IOtIce to SP; (ii) SP shall havlilth61 rlghlto termin
Ihis Sohedul61 andlor thlil Agreement 8t any time immediately upon written notioe to R Ir SR bnl,chfll any of !he pmvlslons of thi$ Schedule; or (iii) t
Schedule rol;lall automalicelly Lerminate upon Lerminelion of the Agreen'l6ll'lt. Upop lenninatlon of thilii Schedule, SR shall pay any applicable chargelj
forth in paragraph 3 of the Agreement with reiplj!ctlO !his Sohlildule and, in addition. If this $chCldule is terminated pursuant to (x) clause (iii) of
preceding sentence US a resuit of th61 termination of the Agreement pursuant to paragraph 2(a)(l) or 2(a)(ii) thereat or (y) CllilllS6IS (I) or (ii) g(
preceding senter1cliI, SF'{ shall pay i!ltermination charge in an amount equal 10 tiD% of the ohlilrgfll under this Schedule thai would otherwise have bE
dUB for the ballilnca of the Schedule Term, Upon termill8tion of any portion Qf the SQrvlces proVided under ttlis Schedule, SR ,.haM pay (I) any (ilppliea
charges set forlh in paragraph 3 of the Agreement with respect to suoh tlj!rrninated Servioft and (il) a termination charge in an amounl eql,lsl10 50~
the Charges \,Indat this SoI1edllle that wovld olherwise have been due for such tenninated Service8 for the balance of 11\61 Schedule Tenn. Clrl
Installation or upgrades do not affecllhlj! tarm of the Agreament. The fee commences tM day following actual installatiol'l and shall be invoiced quart.
In advance. All amounts displayed on lhis Schedule 8rB In U.S. doller!i. To the extent permitted by 11iIW, SP may send (ilnd SR agrees to receive Invoi
via eleclrOnlc man, Any fee inorellls61 of whiol1 SR Is notified in accordance with the Agreem6lnt or this Schedule will lake effect as specit
notwiths~ndlng the issuano61 of a Sohedul61 setting forth the then oorrent fee.
(b) The Schedul6I Term shall b61 automatiolillly renewed for successive two-year periodi I,,"IOSS SR or SF! 61lects nol to renaW by giVing not less than 60 dl
prior written notice to the othlll'. If this SChedule is so renewed for liIny additional period beyond the initial Schedule TenTI, Lhe charge$ payable purs~
to paragraph 3(a) of the Agl'8Qment for liiuch renew,1 parlod shall be calculated at the prevailing IliItea then offered by SP. and tl1is Schedule shall
considered to be amended sOClordlngly.
(0) AlIlnstallalion$, upgrades, removals, reloeelions, conversions, equipmenl mOCllflcallons Bnd other changelii r6llated 10 the $liIrvlees will automatlcall)
r;:hatgad at SP's prevailing rates and SR will be Invoioed 'l;lOOrdlngly. If looal dCldlcated oircults for nelwork 61CCesS are provided to SA. the charges
,.uoh dedicated loeal circuits .\Ire not guarentaed for the term of !he Agreement. Increases al'\d/or diSOQl,lnts to such chargel!!i may be made on gO di
advance wrillen noUce and r;:Llltomer reloc,tions may l'eroult In Immediate price adjustlTlenl6 for such 10011I1 circuits. SR may terminate dedicateCl circ
for network ,ccoss upon 90 days' advanoe wrllten notice, provided that SR hSlInst8lled a rBplacement ,pprovcd by SP.
Customer InItial: V (AcI(11tlonBt terms 0" next page with reqUired acknowledgm
Aoot: 485022 Agmt: 1598339 Ord: 1598339 DT: 1200 Page 1 of3 SehGl0b311210
11111111111111111111111111111111111111111111111111I11111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111
!
i
I
, 03'/01/05
TUE 08:28 FAX 323 826 1425
~TY OF VERNON Utilities
1aI0(
.- - ---
(d) The Total does not include mon!hly fess for real.tlme exchange and thild.party infonnation service.. or appl1cable tajCaS. All ~pplicable taxes, includin
w1thoutlimilBtlon, selas tax, VAT, GSi and sin'lllar taxes, shall be added to !h~ chljlrges for the Services and set forth ol'l the InvQlcas. If te)(-exempl,
copy of the State/ForeIgn Tal( Exempt Cer1ifiQate rnu$t be submitted upon signing the Agreement
3. PLOOMBE:RG ANyWHERE .
(a) "Bloomberg Anywhere" shall meen a Ilubectlplion to the ServiCas lhat may be used by only one indl\lIdual. If SR acce$tlflll the S.ervlces th~(
Bloomberg Anywhere by use of SP software (each, an "Access Point"), SR shall notify SP of the Iocationli (If !he computenJ or workstations via whlcn
Pennitted User (as defll1ed below) of Bloomberg AnYWhere may aCC8Sla the Servic~s upon the Inst~Hation of any ..ueh so~ta an~ upon SP's reQue
from time to timo. E/ilch Access Point Qf a par1iol.llar Permil:\Cld User will be pennllsloned to receive ttll~ same functl~allb~ a~iIable to every ot~
Aceess Poinl of such Pennilted User, unleSS SP shall otherwise speoif)' or detenninc fron:' time to time. From lime to ul1Je In SP. s sole discretion, ~
may pennit Penni~d Users to acce8$ thll ServiQ9S !hrol.l9h Bloombetg Anywhere via additiOnal softwl!lr8-based Access pOints or vIa \he Internet.
(b) each individual with access to the Servioes throl,lgh Bloomblllrg Anywhere (each, a "Permitted Usel") ehall gain aOQ8&lllO ttle SGrvl<:e!il only through (I)
standard unique Permitted User login and pasljword and (II) a SP s$Cure Idel'ltlfication device. as required and provided by SP, All such ,ecU
Identifioation devicel> shall be included in the tel11l "Equipment: SR shall not pel'J'Tlil Bloomberg Anywhere to be stlered, sYfilched or re~lioated betwel
two or mota person.. or to be uSBd to /ilQCBSS the Services simultaneoutaly from lwQ or more devices, computers, workstations or locaU~5, All Acre
Points provided in connection with Bloomberg AnyWhere mlilY be BCceGssd only by a Pennilted User and access m$Y not be $~red with any pers.
who is !lot a Pe/Tl1llted User or used in any manner Inconsiitent with the Agreement or this Schllldule. SP reserve5 tile right periodically to /iludll a
monitor (whl!lther physically or lilllllelroniclillly) Bloomberg Anywlllilre to ensure compliaOClil with the Agreement and this Schedule.
~ BLOOMB~RGFLATPANEL
If (hit; Schedule provides, or may from time to time provida, for one or more Aal Panel screeni'i, SR agree$ not to ~rale. unbolt, move, modify, interf~(
dupllcalel redii'itrlbule or otherwise dlsconnect anyone, both or four of the Flat Panel screens, or use ahY one. both or four of \he Flat Panel $traens Ir
manner inconsistent with the termta of the Agtaament, \'\4thout SP's prior written consent, Unauthorized access Of l,Il'ie Is unlawful and SP shall have
recOl,lrsa and rights illS set forth In the Agreement, The acceSS tenn for tI'le Flat Penal shall be the same aa that of the specifIC ElLOOMBEF
PROFESSIONAl. service subscription or AQC8SS Point to which it is attached. SR's fee eppllcable to the Flat Panel &Crlens shlilll commence on the dl
fOllowing actual ini'itallalion,
5, SHARED NElWORK: MULTIPLE SERV1CES
If this Schedullil provides, or may from time to ,limfil provide, for a flli for Services calculeled on the WGIa of a sh/ilred local netwctk at the Same physi
location or mulllple SelVicl!t&, then lilt l!iuch time /ilS ll'le network iiS no longer ..hared, or multiple ServiceB are no longer accessed, the fee for Servicati shall
Increased to the prev~iling rate for Ser/lees provided on an unshared or single Service bal!ils.
6. RECEIPT OF THE SERVICES VIA SR'S AUTHORIZED EQUIPMENT (IF APPUCABLE)
(8) Tne Services s~1I be made Bvallable to SR by melilna d the authorized equipment set forth on tha face of this Schedule or the Authorized Comput'
as Iiet forth in the Datafeed Addendum (the "Authoriz.Bd Equipment"). SR agreei'i that it willlilctess !he Services only through such Authori:;
EqUipment. In no event will SR reciroulate, redislribute, access, reoelve or otherwise retransmit or re-route the S9rvices 10 or through /ilny 011
equipment or display or permit the use of any Info/Tl1atiol'llncluded In the Services on any o!her equipment or diVoplay.
(b) SP shall hevethe tight at any tIme. or from time to time, to change tile technical specilleatlons of any aspect of the Services and, in such event. SR sl
tlilklil all reasOl'1able steps, /ilt 1m expense, to modify, reconfigure, upgrade or replace the Aulhoti%ad Equipment In order to maintain oompatibll
funCtIonality, quality, speed and convenienoe of the Services.
(c) SP shall heve no respOI'\Voibillly for instenlng, labeling, tasting, maintainIng, relooeting or removing the Authomed equipment, or for trainIng or pn;lvid
support t;lQcumentalioo to SR's employees In the use of !he Authorized Equipment All cabling, oonnections /ilnd any interf/ilCl!l (Including h/ilrdW~
soflwere, netwofk or otherwise) belWl!t9n AUlhQrized Equipment and ~P's Equipment are the n1sponslbllity of SR. NOTWITHSTANDING THE ABO'
SP SHALL HAVe ALL RIGHTS WITH RESPECT TO THE AUTHORIZED EQUIPMENT, INCLUDING, Bur NOT I.IMITED TO ACCESS, AND
SHALL HAVE AI.L OBLIGATIONS AND RESPONSIBll.lTIES WITH RESPECT THERETO, 'AS ARE STATED IN THE AGREEMENT WITH RESPE
10 EQUIF'MENT GENERALLY. In addition. SP shell have the right to partioiplilte In !he provision at training and the preperation of SUPI
documentation relating to the use of the SenllClS by mBans of !he Authorized Equipmen~ although SP shall have no obligation In thii regerd.
(d) SR shall not move, modify, interface, copy, broadcast, reproduce, port or otherwise uGe or route the SlIIrvlca& or 8ny potIIon \hereof with or lO any 01
equipment, network or sgl'tware th8t SP, In Its sole good faith judgmant, detenninljl& Is Interacting or Interfering Ql'may Interact or interfere with
performlilnce at the ServiQBi'i or any PQrtion thereof and, from time to time, upon Sp's raquest!herefor, SR shall promptly notify SP in wrltlrlg of any:
all such equipment. ne\WQrk and so~rfl. SR may ui'ie the ServlOlila aolely for its inlAmal busine.\ls purposes and may not use the Services for,
development purposes or to develop IilI'IY applications, software or Qtherwise that eQuid in any wlilY Interact or interfere with \he performance of
Services or any portion thereof, except iii.. SP may elCprel!isly permit under a separate developmentlicen!iie with SR,
(8) In addition to those limitations on liability r;:ontalned In the Agreement, to the maximum $l(tent permitted by law SP, its officsrs. employelilS, suppliers
third-party 1i1genl$. shall have no respol1Sibillty or liability, contlngenl or otherwise, for "my Injury or dam/ilgei'i. whelher oeui'ioo by the negligence of SF'
employee$, $ub-contractol'&, egenLs, I;lQ(Jlpmenl vendom or otherwlsa,'arlslng in connection with the usa, Installation, or provision of the Service~
means of the Au!horized Equipment and shall not be liable for any 100t profits. punitive, Incldental or conaaquential damages or any cl/ilim against SF
any other party with reapacl thereto. SR agrees that SP is not re,ponslble for any fault, Inaccuracy, omission, delOlY or any other feilure In the Ser/
caused by SR's hardwerG, sOflw8re, cabling, network services, or arising from SR'Ii use of the Servicai'i on such equipment,
7. THE BLOOMBERG TRAVELER ANP ACCESS POINTS (IF ,lPPUCABI.E)
(a) THE BLOOMBERG TRAVEI.ER: (I) must be essoclated with aapecifio Bl,OOMBERG PROFESSIONAl. s.ervlcesubsaiption accessed by SR; (II)
not be used for liIn eldended period of time in e time zone difft!ll'ent !han thet of Its associated BLOOMBERG PROFESSIONAL service sub5Cription II<
a manner that WDuld resull in e reduction of SR's exisUng or potenli81 aUbsctlpoons to SP's Services; (Iii) will disenlilble the assooiated Service f.
certain period of lima; and (iv) may be tel'J'Tlinated upon 30 days' prior written notice to SP.
(b) SP may remove or require SR to ramove one or more Acceat; PolnLs for IiIny Bloomberg Anywhere subscription that Is terminated for any rElllSon.
(c) SR will Incur 8 conntlCtlon fee for any relol;lfiltion of 5P-provlded software or Servioes, SR-provlded hlilrdware and s.oftwata must meet all tllchl
specifications provided by SP rrom time to lime. SR ii1ccepts responelblUty for proparly loading, maintaining and upgrading THE BLooMBE
TRAVELER softw8re and AcceVo$ Point softwijiro on SR-providllld hardware, In accordanoe with SP's instructions and prQCl!ldures, A1llioflWar
furniahed under lhlll Agreemenland this Schedullll and mey be used only in accordance with the Agreemerlt and this SchEldule, Except /ilS provide
the Agreement, the $oftware mlilY not be: (i) l;opled, broadCl!Isted, reproducsd, ported QI' olMlWlse routed to or used in any fashion on any 1
aulhorized compUler or display or in any other IilPpllcalioni (ii) recompiled, deoomplled. disa$samblllld, revel$e engineered, made Inlo or t1i5tribut~
any form of derivative work: (Iii) modified, adaptlild, translated, eccassed. loaned, rosotd, distributed or, except as provided in the Agreement, nQtwo
in whole or In part: or (iv) used with arlY other tenninal. netwcrk, or device except illS permitted by the Agreement. SP MAKES NO WARRANTY OF ,
KIND WITH REGARD TO INTERNET ACCESS, THE HARDWARE AND THE SOFlWARJ:. INCLUDING. BUT NOT UMITED TOI IMPt
WARRANTIES a~ MERCHANTABILllY AND FITNESS FOA. A PARTiCULAR PURPOSE. SP shall not be liable fQl' errors contained in the sortwal
related to inlemet access or for Indirect, incidental, CQnaaquenlial or apeclal dama9l;!a In connection with !he fumiahlng, perfO!lTl/ilnce or use 01
software or Inten'ie(Vccess .
(AddltlonBll8nns on next page \\11th required ~nowl8dgn
Customer lnltlid: Acct: 485022 ~!ilmt: 159833111 Ord: 1598339 DT: 1200 Page 2 of 3 SohGlobaI121(
11111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111I11111111111111111111111111111111111111111111111111111
-.----.
_.CITY OF ~R1mN Utili ties
Ia1 O(
.. .' 03/01/05
TUE 08:29 FAX 323 826 1425
8. cOMMUNICATIONS CIRCUrrS AND flACILITIES
SP shell atlel11pt 10 resolve any il1Quir\QS of SFl. regerding cornn'lunlcaUQn& clrcuili and facilities used in accessing BP's Services. NolWllhstandlng an
provision in Ihe AgrBQfY\ent Dr this SQ\1adulel $P Is nol rt!Ispdnsible or liable lor !he avellability or rallability of any COfTln'lunlcationfi circuit or facility which S
secur~ from 1iI lhlrd party or for any act or omission of GUch third party futt'\lshing $uch communication, circuit ot facility. SP MAKES N-
REPRESENTATIONS OR WARRANlIES, eXPRESS OR IMPLIED. WITH RESPECT TO suCH CIRCUITS OR FACILITIES AND DISCLAIMS AN
IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR. A PARtiCULAR PURPose OR USE OF SUCH CIRCUITS OR FACILITies,
9. APPLlCAlILlT'Ij FORM
(8) The Ienna end provisions of Sections 3, 6(cI), and 7 of this Schedule shell apply to $el'lllces pl'Qllkled hereunder and I.lnder any oU'\8/' Schedule relalir
10 the Agreel1lent executed before the date Of this Sgh$dule.
(b) This SohedulQ, and eny amendmanls heteto, may ba execuled and deljv_d by flilQ$lmlle or elactroi1ic mOil!. Any suoh facsimile or Illectroni(; mi
transmission shall conljititUl0 the final agreemant of the parties and conclusive proofof s...oh agreem",nt. ,
Agreed to by:
CITY O~ VERNON
Company Neme (PI83se TypQ or print)
~/~
Signatul'a (Duly authorized ofticet, partner or proprietor)
Bruce v. Malkenhorst
Name (PleaSe Iype or prl"l)
City Administrator
Title (Pleat;e type or print)
Februarl 28, 2005
Dare Dare
BI.OOM8ERG, BLOOMBERG PROFeSSIONAl., BLOOMBERG MARKETS, BLOOMBERG NEWS, BLOOMSeRG TRAOeElOOK, BLOOMBERG BONOTRAOefl., BLooMB!:1
~eLEVISION, BLOOMBERG RAOIO, BLOOMBeRG.COM llnd BLOOM8ERG ANYWHERe: ere Il'8dllmilr1c:$llnd &ervice marks or Bloombetg L.P., e Delaware IImltllll partn.I$llIP.
nght!! rBBllrvlld.
Agread to by;
I3LOOMBE'RG LoP.
By: BLOOMBERG INC.,
Generel Partner
~ )JJJJk,'
3/3/2005
Acoou...t: 485022 Agreement: 1598339 Order. 1598339 DT: 1200 page 3 of 3 SchGlobaI12108/(
11111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111" 1I1I1I111111111111I111
1 RESOLUTION NO. 10,,030
2
3 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
4 VERNON APPROVING AND AUTHORIZING THE .EXECUTION OF
CONTRACT: CHANGE ORDER N0. 1 TO BLOOMBERG AGREEMENT,
5 SCHEDULE OF .SERVICES. AND DATAFEED ADDENDUM BY AND
BETViIEEN THE CITY DF VERNON AND BLOOMBERG L. P.,
6 THROUGH BLOOMBERG, INC., :A GENERAL PARTNER
7
g WHEREAS, on April 13, 2005, the ,City Council of the City of
g Vernon adopted Resolution No. 8720 .approving a Bloomberg Agreement,
10 Schedule of Services .and Datafeed Addendum (collectively, the
11 °Agreement") with Bloomberg L. P., through Bloomberg,. Inc., a General
12 .Partner ("Bloomberg") to provide technical and fundamental market
13 information in an analytical format as well as NYMX and NYSE real-time
14 .information; and
15 WHEREAS, by memo dated July 13, 2009, the Director. of Light
16 &"Power has recommended that the Agreement 'be extended from April 1,
17 2009 to March 27, 2011 with Bloomberg, under the same terms and
18 conditions of the Agreement in an amount not to exceed $44,559.41; -and
19 WHEREAS, the City Council of the City of Vernon.. has
20 determined-that, pursuant to the provisions of subsection (a) of
21 Section 2.27 of the Vernon City Code, it is in the. public interest and
22 necessity to approve Change. Order No. 1 to the Agreement.-with
23 Bloomberg.
24 NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE
25 CITY OF VERNON AS FOLLOWS:
26 SECTION 1: The City Council of the City of Vernon hereby
27 finds and determines that the recitals contained hereinabove are true
28 and correct.
1 SECTION 2: The.City Council of the City of Vernon hereby
2 approves Contract Change Order No. 1 to the Agreement with Bloomberg,
3 in .substantially the-same form as the copy which is attached hereto as
4 Exhibit A and incorporated by reference;.
5 SECTION 3: The City Counci of the.-City of Vernon hereby
6 authorizes the. Director of Light & Power to execute .Contract Change
7 Order No. 1 for, and on behalf of, the City of Vernon .and the City
8 Clerk, or Deputy City Clerk, is hereby authorized to attest thereto.
9 SECTION 4: The City Council of the; City of. Vernon hereby
10 authorizes the City Administrator, or his designee,. to make whatever
11 nonsubstantive, administrative and/or text changes, upon advice of
12 counsel., to the.Change-Order.
13 SECTION 5: The City Council of the City of Vernon hereby
14 directs. the City Clerk,:- or her designee, to send a fully executed
15 Change Order No. 1 to Bloomberg.
16 SECTION 6: The City Clerk of the City of Vernon shall:
17 certify to the passage, approval and adoption of .this resolution, and
18 the City Clerk of the City of Vernon shall cause this resolution and
19 her certification to be entered in the .Book of Resolutions of the
20 Council of this City.
21 APPROVED AND ADOPTED this 20th day of July, 2009.
22
24 Name: H.ilario Gonzales
25 Title: Mayor / r ro-
26 ATTESTc
27
28 MANUELA GLR ity Clerk
- 2 -
1 STATE: OF CALIFORNIA; )
2 ) ss
COUNTY OF LOS ANGELES )
3
4 I, MANUELA GIRON, City Clerk of the City of 'Vernon, do hereby
5 certify that the foregoing Resolution, being Resolution No; 10,030,-.was
6 duly. passed., approved and adopted by the City Council of .'the. City of
7 Vernon at a regular meeting of-the City Council duly held on Monday,
8 July.20, 2009, and thereafter. was duly signed by the Mayor or Mayor
9 Pro-Tema of the City-of Vernon.
10 Executed this -L~l•_` day of July, 2009, at Vernon, California.
11
12
VELA GIRON, Ci Clerk
13
14 (SEAL)
15
16
17
18
19
20
21
22
23
24
25
26
27
28
- 3 -
EXHIBIT A
CITY OF VERIdON
~.ight ~ Power ®epa~tment
Contract Change Order No. ~ Supplement No. n/a Page 1 of 2
CONSULTANT: Bloomberg,. LP. -Agreement .Approved by the Resolution No.8720 Date 4-13-05
TO: Bloomberg,. LP. (Consultant-and/or Vendor)
731 Lexington Ave.
New York, NY 10022
REQUESTED $Y: Clty Of Vernon -You are hereby authorized to make the herein described changes, or do the
following described work not included in the original agreement.
ADDITIONAL SCOPE OF WORK AND/OR ADJUSTMENTS IN COMPENSATION AS IDENTIFIED BELOW:
The Light & Power Department have been utilizing the services of Bloomberg, LLR for "Real Time Information"
access since March 2006 pursuant to Resolution No. 8720. This service provides to City technical and
fundamental marketinformation.
• Continue to provide technical and fundamental market information services from 4-1-2009to 3-27-2011.-
and billed the following on a quarterly basis #or (7 quarters) for the amount of $6;365,63 per quarter.
3 months X $1,900.00 for Terminal License = 5,700.00
? 3 months X $150.00 for FC Rental = 450.00
3 months X .$58.00 for Mercantile Exchange =174.00
Tax on PC only = 41.63
Total Per Quarter $ 6;365.63
Total. amount of this requested Change Order not to exceed: $44,559.41
Except as specifically modified herein, all terms and conditions of the original Agreementremain infull force and
effect, and apply to the additional compensation as if said compensation was originally included in the Agreement
Base Amount of Contract: ~ _ - m
Revised contract Amount from 4-1-2009_ to 3-27-2011 (including this requested Change Order No.1):~ Ay~~$44,559.~41
Page 2 Of ~2
Approved: Date:
DONAL O~CALLAGHAN, Dir'ector', Light & Power
ATTEST: Date:
By:
Nelly Giron, City Clerk
We, the undersigned ConsultanWendor, have given careful-consideration to the change proposed and herebyagree, If this Change
Order is approved we will continue oprovide the necessary support services with additional compensation NOT to exceed the amount.
written above.
Accepted: Bloomberg, LP. (ConsuftantNendor) Date:
BY~ Title:
CC: Abraham Alemu
Project Control
Document Control -Resource Management 92.1 (Resolution No. -8720)
^r
~
~ - ~ ~
f• ~ R..
~ t~
4305 Santa Fe Avenue, Vernon, California 90058
Telephone (323) 583-8811
August 18, 2009
Bloomberg, L.P.
Attn: Consultant/Vendor
731 Lexington Avenue
New York, NY 10022
Re: Contract Change Order No. 1
Dear Sir or Madam:
Transmitted herewith is a fully executed change order, as referenced above, approved by City
Council on July 20, 2009, through Resolution No. 10,030.
If you have any questions regarding this matter, please call Mr. Donal O'Callaghan at 323/583-
8811 ext. 834.
Very truly yours,
Nelly Giron
City Clerk
NG:dj ,
c: D. O'Callaghan
Purchasing Department
Resolution No. 10,030, 8720
Agreement File No. OS-046
ExcCusiveCy IncfustriaC
_
~ ~
_ ~ .r_
F:;
V~~~
~ ~ 4 ~cr { ~ ~
f ~ b' 1 ~~i ~
~ ~
'a ~
X
~ l'+~
4305 Santa Fe Avenue, Vernon, California 90058
Telephone (323) 583-8811
July 20, 2009
Bloomberg, LP.
Attn: Consultant/Vendor
731 Lexington Avenue
New York; NY 10022
Re: Contract Change Order No. 1
Dear Sir or Madam: ;
Enclosed for execution, by the proper party, is the original change order, as referenced above,
approved by City Council July 20, 2009, through Resolution No. 10,030.
Once it has been signed, please return the original change order to the undersigned. Upon the
receipt of the partially signed change order, a copy of the fully executed change order will be
forwarded to you.
If you have any questions regarding this matter, please call Mr. Donal O'Callaghan at (323) 583-
8811 ext. 834.
e y truly yours,
Nelly Gi
City Clerk
NG:dj
c: Donal O'Callaghan
Resolution No. 10,030
Agreement File No. OS-046
E.~cCusiveCy IndustriaC
, ~~-V~~~
~~4 ` CITY OF VERNON
~ fi 71
~ Cf, - Light & Power Department-
JET ,
Contract Change Order No. 1 Supplement No. n/a Page 1 of 2
CONSULTANT: Bloomberg Finance, LP. - Agreement Approved by the Resolution No.8720 Date
4-13-05
T0: Bloomberg Finance, LP. (Consultant and/or Vendor)
731 Lexington Ave.
New York, NY 10022
REQUESTED BY: Clty Of Vernon -You are hereby authorized to make the herein described changes, or do the
following described work not included in the original agreement.
ADDITIONAL SCOPE OF WORK AND/OR ADJUSTMENTS IN COMPENSATION AS IDENTIFIED BELOW:
The Light & Power Department have been utilizing the services of Bloomberg. Finance, LLP for "Real Time
Information" access since March 2006 pursuant to Resolution No. 8720. This service provides to City technical
and fundamental market information.
• Continue to provide technical and fundamental market information services from 4-1-2009 to 3-27-2011
and billed the following on a quarterly basis for (7 quarters) for the amount of $6,215.63 per quarter.
? 3 months X $1,900.00 for Terminal License = 5,700.00
? 3 months X $100,00 for PC Rental = 300.00
? 3 months X $58.00 for Mercantile Exchange = 174.00
? Tax on PC only (Estimate) = 41.63
? Total Per Quarter ~ 6,215.63
Total amount of this requested Change Order not to exceed: $43,509.41
Except as specifically modified herein, all terms and conditions of the original Agreement remain in full force and
effect, and apply to the additional compensation as if said compensation was originally included in the Agreement
Base Amount of Contract:
Revised contract Amount from 4-1-2009 to 3-27-2011 (including this requested Change-Order No.1): 43 509.41
Page 2 of 2
-
Appro d;-_~ ~ Date:. 9
DONAL 0' ALLAGHAN, irector, L g~ & Power
l~
ATTEST: Date:
gy; 1~---
Nelly Giron; ity CI k
We, the undersigned Consultant/Vendor, have given. careful consideration to the change proposed and hereby agree.. If this Change
Order is approved we will continue to provide the necessary support services with additional compensation NOT to exceed the amount
written above.
i3
Accepted: Bloomber Fin ce LP. (Consultant/Vendor) Date:
B : x~ Title: L~U~t,(/'~ ~l~Dt
Y
J
CC: Abraham Alemu
Project Control
Document Control -Resource Management 92.1 (Resolution No. 8720)
C{4r. 1
I
{ M1y ` ~
INTER®FFICE '~~{y 4~w~, ,+i+~4 MEMC)Ft~?tVDUIVI
+r;y
ti,-,:
Light & Power Department
DATE: August 12, 2009
TO: Dona1O'Callaghan
Director of Light & .Power
FROM: Javier Valdez
Business & Accounts Clerk
SUBJECT: Bloomberg Finance, LP. Change Order No.1 Revision to PC Rental
Monthly Rate
Attached for your review and approval is the Revised Contract Change Order No.1 to
change PC rental monthly rate from $150.00 to 100.00 which is $1,050.00 less from
original estimated quote for seven quarters. The revised total cost for Change Order
No.1 is the amount of not-to-exceed $43,509.41 for services from .June 28, 2009
through March 27, 2011.
DO: jv
Attachment
c: .Project .Control
Document Control )L
I~"
~1
_ t~~p
CITY OF VERNON
Light & Power Department
Contract Change Order No. 1 Supplement No. n/a Page 1 of 2
CONSULTANT: Bloomberg Finance, LP. -Agreement Ap~aroved by the Resolution No.8720 Date
413-05
T0: Bloomberg Finance, LP. (Consultant and/or Vendor)
731 Lexington Ave.
New. York, NY 10022
REQUESTED BY: Clty Of Vernon -You -are hereby authorized to make the herein described changes, or do the
following described work not included in the original agreement.
ADDITIONAL SCOPE OF WORK AND/OR ADJUSTMENTS IN COMPENSATION AS IDENTIFIED BELOW:
The Light & Power Department have been utilizing the services of Bloomberg Finance, LLP for rcReal Time
Information" access since March 2006 pursuantto Resolution No. 8720. This service provides to City technical
and fundamental market information.
• Continue to provide technical and fundamental market information services from 41-2009 to 3-27-2011
and billed the following on a quarterly basis for (7 quarters) for the amount of $6,215.63 per quarter.
? 3 months X $1,90p.00 for Terminal License = 5,700.00
? 3 months X $100.00 for PG Rental = 300.00
? 3 months X $58.00 for Mercantile Exchange =174.00
? Tax on PC only (Estimate) = 41.63
? Total Per Quarter $ 6,21.5..63,
Total amount of this requested Change Order not to exceed: 43 509.41
Except as specifically modified herein, all terms and conditions of the original Agreement remain in full force and
effect, and apply to the additional compensation as if said compensation was originally included in the Agreement
Base Amount of Contract:
Revised contract Amount from 4-1-2009 to 3-27-2011 (including this requested Change Order No.1): 43 509.41
-Page. 2 Of 2
Approved: Date:
DONAL O'CALLAGHAN, Director, Light & Power
ATTEST: Date:
By:
Nelly Giron, City Clerk
We, the undersigned Consultant/Vendor, have given careful consideration to the change proposed and hereby agree. If this Change
Order is approved we will continue to provide the necessary support seNices with additional compensation NOT to exceed the amount
written above.
Accepted: Bloomberg Finance, LP. (ConsultantNendor) Date:
By: Title:
CC: Abraham Alemu
Project Control-
Document Control -Resource Management 92.1 (Resolution No. 8720)
1
~ ~ 100 STAFF RE P a RT~PPROVED JUL 2 p '09 CITY COUNCIL
CITYC~~RK'S OFF1~~ LIGHT & POWER
_
DATE: July 13, 2009 ~ - ~
~l
f~i ~ f ~
TO: Honorable Mayor and City Council
FROM: Donal O'Callaghan, Director of Light & Power
RE: Bloomberg, LP. Change Order No.1 to Extend Service for Technical and
Fundamental Market Information to the City of Vernon -Resolution No.
8720
Attached is the .Change Order No.1 for funds requested to provide technical and
fundamental "Market Information" from Bloomberg, LP from -April 2009 through
March 2011. The cost from April. 2009 through June 27, 200-has been paid. The total
cost for Change Order No.1 is the amount of not-to-exceed $44,559.4.1 for services
from June 28, 2009 through March 27, 2011. This cost includes "Market Information"
and all required hardware.
Recommendation:
We are recommending that we continue to utilize their services, and that authorization
be granted to issue a Purchase Order # in-the amount not-to-exceed $44,559.41 for the
next 21 months (June 28, 2009 -March 27, 2011).
DO:jv
Attachment
F
v
Q E~
O~' 'L
IN~'EROFFICE ~~~`,41~ x'~,P~ nllEllll®RAN®llllll
/ gM1
Light & Power Department
DATE: July 13, 2009
TO: Donal O'Callaghan
Director of Light & Power
FROM: Abraham Alemu
Electric Resources Planning & Development Manager
SUBJECT: Bloomberg, LP. Change Order No.1 to Extend. Service-for Technical and
Fundamental Market Information to the City of Vernon -Resolution No:
8720
Attached for your review and. approval is the Contract Change Order No.1 to extend the
technical and fundamental "Market Information" services from Bloomberg, LP from
Apri12009 through March 2011. The cost from April 2009 through June 27, 2009 has
been paid. The total cost for Change Order No.1 is the amount of not-to-exceed
$44,559.41 for services from June 28, 2009 through .March 27, 2011. The cost includes
"Market Information", to assist the City in its decision-making process regarding power,
gas and financial transactions and the equipment necessary to utilize the services.
DO:AA:eo
Attachment
c: Abraham Alemu
Document Control
QFrVgR~
~ ~'ti~°~ CITY OF VERNON
~ , ' Light & Power ®epartment
s
S~~ECY. LNaJ
Contract Change Order No. 1 Supplement No. n/a Page- 1 of 2
CONSULTANT: Bloomberg, LP. -Agreement Approved by the Resolution No.8720 Date 4-13-05
T0: Bloomberg, LP. (Consultant and/or Vendor).
731 Lexington Ave.
New Yark, NY 10022
REQUESTED BY: Clty Of Vernon -You are hereby authorized to make the herein described changes, or do the
following described work not included in the original agreement.
ADDITIONAL SCOPE OF WORK AND/OR ADJUSTMENTS IN COMPENSATION AS IDENTIFIED BELOW:
The Light & Power Department have been .utilizing the services of Bloomberg, LLP for "Real Time Information"
access. since March 2006 pursuant to Resolution No. 8720.. This service provides to City technical and
fundamental market information.
• Continue to provide technical and fundamental market information services from 3-28-09 to 3-27-2011
and billed the following on a quarterly basis for (7 quarters) for the amount of $6,191.63 per quarter.
3 months X $1,900.00 for Terminal License = $ 5,700.00
? 3 months X $150.00 for PC Rental = 450.00
? 3 months X $58.00 for Mercantile Exchange = 174.00
Tax on PC only - 41.63
? Total Per Quarter _ $ 6,365.63
Total amount of this requested Change Order not to exceed: $44,559.41
Except as specifically modified herein, all terms and conditions of the original Agreement remain in full force and
effect, and apply to the additional compensation as if said compensation was originally included in the Agreement
Base Amount of Contract:
Revised contract Amount (including this requested Change Order No.1): ~ ~ y ~ s.~a ._z 1 ~ _v-..r ~ 44 527.91 tix
Page 2 of 2
Approved: Date:
DONAL O'CALLAGHAN, Director, Light & Power
ATTEST: Date:
By:
Nelly Giron, City Clerk
We, the undersigned ConsultantNendor, have given careful consideration to the change proposed and herby agree. If this Change
Order is approved we will continue to provide the necessary support services with additional compensation NOT tb exceed the amount
written above.
Accepted: Bloomberg, LP. (ConsultantNendor) Date:
gy: Title:
CC: Abraham Alemu
Project Control
Document Control -Resource Management 92.1 (Resolution No. 8720)
'43/41/05 TLiE 48:27 FAX 323 82fi 1425 CITY OF VERNQN titilitiP* X442
- - gLDDMBERG LP.
- 4¢9 Park Avenue
New York, NY 10022
T~laphone~ .(212)376-254p
- Fac6irW10: (977) 98B-av4d
Bl_OOM6ERG SCHEDULE OF SERVICES
$ERV{CE PROVIDER ('SP"): BLOOMHERG L.P. ACCOUNT: 485022
SERVICE RECIPIENT ("SR"): CITY bF VERNQN ORDER DATE: 02110/2005 ORDER: 7599339
DEPARTMt=NT:
EC1UlPMENT ADDRE55: HILL.I NG ADDRESS: (Payment omy ecapled rrom 61111ng Parry waled below)
CITY 0f= VERNQN CITY OF VERNQN
4305 SANTA FE AVENUE 4305 SANTA FE AVENUE
90058 VERNQN CA 90059
I VERNQN SmrelPro~lnw) (POSreI code) (Glry) 191arelProvlnee) (Paelal code)
(cuyl Unltad States
United States
I BILLING CONTACT:
USE}7 CONTACT: DANNY GARCIA 323-82ti•1422
DANNY GARGIA 132382t3-1422
gp and 3R are parties to a eLQDMPERG AOrRE>=MENT, Number 1588339 (the "Agreement") which sits forth the farms and DDndltlons under which SP
provides tv 3R the $arvices described therein.
MONTHLY COMMENCEMENTUATE
' QUANTITY TYPE OF SERVICESIEQUIPMENT ORDERED UNfT PRICE OFT@RM
02 tT'FlalPni wIPC Lease t,576.Od
P07k Total: 5 3,t5U.00
TfRM ANO t:ONDITI(1NS .
1, INSTALLATION OF SERVICE(S); bTHER EQUIPMENT
Pursuant to the Agreement, SR has requested SI' tD provide th6 Services ak the stated equipment address (as noted abovo). The Servioes Include one free
subscriptlon to Bloomberg Magazine for each user of the BLDOM9ERC~ PROFESSIONAL service.
2, TERMS 8 CHARGES
(a) The initial farm of this Schedule is from the first day Sarvlces or adtlltlonal Services era provided to the second ennlverssry cf that date (the `Schedule
Term"), unless earlier-terminated during the Schedule Tarm or any renewal thereof, as follows: (i) SR shall have lha right to terminata Ihls Schedule or
any portion of the Services pravlded hereunder at any time upon not lass than fi0 days prior written notlee to SP; (ii) SP shall have the right to terminate
this Schedule andlor the Agreement at any time irnmadlately upon written notice tv SR If SR breaches any of the provlslons of this Schedule; or (iii) this
Schedule shall automatically l®rminake upon lerminelion of the Agreemont. Upon kerminallon of this Sehaduh:, 5R shall pay shy apgllcable charges sat
forth in paragraph 3 4f the Agreement wllh respect to this Schedule and, in addition, 8 this Schedule is terminated pursuank tD (x) clause (iii) of rho
preceding sentence es a result of the t®rminakivn Df the Agreement pursuant to paragraph 2(a)(I} or 2(a)(ii) thereof or (y) clauses (I) or (ik) of ine
preceding sentence, SR shall pay a termination cha?ge in an amount equal l0 50% of the charges under this Scriadule that would otherwise have been
due for the balance of the SchadulH Term, Upon termination of any portion of the Services provided under this Schedule, SR shall pay (i) any Applicable
charges set Forth in paragraph 3 of the Agreement with respect to such terminated Servioes and (ii} a termination charge in an amount equal to 50% of
the charges under this Schedule that would Dlharwise have b®en due far such terminated Services for the balance at the Schedule Term. Circuit
Installation or upgrades do not affect the term of the Agreement, The fee commences the day following actual installation and shall be invoiced quarterly
In advance. All amounts displayed on This Schedule are 1n U.B, dollars. 7o the extent permitted bylaw, SP may send and SR agrees kv recalve Invoices
via eleclrank mail; Any fee incregsa of which SR Is notified in accordance with the Agreement or this Scriadule will take affect as specified
nolwithstanding th® issuance of a Schedule setting forth the then current foe.
(b) The Schedule Term shall b8 automatically renewed for successive kwo-year periods unless SR or SP slacts not tv renew by giving not lass Chan 60 days'
prior written notlco to the other- If this SChadule is so renewed for any addlllonal period beyond the inltlal Schedule Tenn, the charges payable pursuant
to paragraph 3(a) of the Agreement for such renewal period shall be talculaled at the prevailing rakes then offered by SP, and this Schedule shall be
considered to be amended acoordingly,
(c) All Installations, upgrades, removals, relocations, conversions, equipment motllflcallons and other changes related to the Services will automatically be
charged at SP's prevailing rakes and SR will ba Invoiced accordingly, If Ivicel dedicated ciroults for nelwcrk access are provldad to SR, the Dhargos for
such dedicated local circuits era not guaranteed for the term of the Agreement. Increases andlor discounts to such charga5 may be made on 90 days
advance wrihen nonce and customer relocations may result In Immediate prlca adjustments far such local Dircuhs. SR may terminate dedicated circuits
for network access upon 90 days' advance written notice, provided that SR has. Instalked a replacement approved by 5P.
(Addltlonal tarrns 4n next page with required eckncnlodgment)
Custom®r Inltlal: Acct: 485022 Agmt: 9598339 Ord: _ 1588339__ DT. 120b Page 1 of 3 ScriGlobal 72/D8104
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(d) The Total does not include monthly foes for real-time exchange and third party information services or appllpable texas. All Applicable tax®s, including
without limilatlon, sales tax, VAT, GST and similar taxes, shall ba added to the charges for Iha Services and set forth an the invpleas. If tax-exempt, a
copy of the SlatelForelgn Tax Exempt Certificate must ha submitted upon slgriing the Agreement.
3. RLt70MeERG ANYWHERE.
(a) "Bloomberg Anywhere".shell mean a subscription to the Services that may be-used by only one individual. If SR sccessas the Sarvlces through
Bloomberg Anywhere by use of 5P software (each, an "Access Point"), SR shall notify SP of the locations of the computers er workstations via which a
Permitted User (as defined below) of Bloomberg Anywhere may access the Services upon the Installation of any such software and upon SP's request
from time to time. Each Access Point of a particular Permitted. User will be permissloned to receive the same functionalilias available to every pthor
Access Point of-such Permitted User, unless 5P shall othenvis® specify or determine from time to time. From time to Ume in SP's sole discretion, SP
may permit Permitted Users to access the Services througtr Bloomberg Anywhere via additional software-based Recess Points or via Ina lntemel,
(b) Each individual with access to the Services Through Bloomberg Anywhere. (each, a "Permitted User") shall gain access to the Sarvlces only through (I) a
standard unique Permitted Usar login end password and (II) a SP secure identification device, as raqulred and provided by SP, All such secure
Itlenlification devices shall be included in the term "Equipment ' SR shall not permit Bloomberg Anywhere to be shared, switched or replicated between
two or more persons or to be usadto access the Services simultaneously from two or more devices, computers, workstations pr IocaUvns. All Access
Points provided in connoclion with Bloomberg Anywhere maY de accessed only by a Permitted User end access may not be shared. with any person
who is not a Permitted User or used in any manner Incdnaistant with the Agreement or this Schedule,. SP reserves the right periodically tv audh and
monitor (weather physically or elaetronically) Bloomberg Anywhere to ensure compliance with the Agreement and this Schedule.
I 4. gLO0M9ERG FLAT PANEL
If this Schedule provides, or may from time la lima provid$, for one or mor® Flal Panel screens, SR agrees not to sepdrat®, unbolt, move, modify, interface,
duplicate, redistribute or otherwise disconnect ar~y one, both or four of the Flat Panel screens,, or use any one, both pr four of lee Fiat Panel screens in a
manner inconsistent with the terms of the Agreement, without SP's prior written consent, Unauthorized access or use Is unlawful and 5P shall have all
recourse and rights as set forth fn the Agreement, The access term for the Flat Penal shall be the same as that of the specific SLOOMBER~a
PROFESSIONAL service subscrlptlon or Access Point to which it is attached, SR's fee applicable to the Flat Panel screens shall commence on the date
following actual installation,
5. SHARED NETWORK; MULTIPLE SERVICES
If this 5chedula provides, or may from time to lime provide, for a fete for Sarvlces calculated on the t7ASls of a sharetl local network at the same physical
localise or multiple Services, then et such time as the network is na longer shared, or multiplE Services are no longer accessed, the foe for Services shall be
Increased to the prevailing rare for Servlees provided on an unshaved or stngla Service bests.
8. RECEIPT OF THE SERVICES VIA SR'S AUTHORIZED EQUIPMENT (IF APPLICABLE)
(a) The Sarvlces shall he made available Iv SR by means tf the autharizad t3quipmertt set forth on tea face of this 5ch®dule or the Authorized Computers
as set forth in the Datafeed Addendum (the "Authorized Equipment"). SR agrees that it will access the Sarvlces only through such Authorized
Equipment, In no av®nl will SR recirculate, redistribute, access, rQCelve or othennrisa retransmit or re-mule the Services to or through any other
equipment or display or permit the use of any Information Included in the Services on any other equipment or display.
(b) SP shall nova the right at any time, or from time to time, to change.the technical speciFlcatlons of any aspect of Iha Sarvlces and, in such event, $R shall
take all reasonabta seeps, at Its expense, to modify, reconfigure, upgrade or replace the Authorized Equipment In order to malntaln compatiblllty,
functionality, qualhy, speed and convenience of the Sarvlces.
(c) SP shall have no responaibillty for installing, labeling, tasting, maintalning, relocating or removing the Authorized Equipment, or foPtraining or ptvvitling
support dacumantation to SR's employees In the use of the Authorized Equipment. All cabling, connections and any interface (Including hardwaro,
software, network or otherwise) between Aulhdrizad Equipment and SP's Equipment are the respanslbllity of 5R. NOTWITHSTANDING THE A90VE,
SP SHALL HAVE ALL RIGHTS WITH RESPECT TO THE AUTHORIZED EQUIPMENT, INCLUDING, BUT NOT LIMITl=D TD ACCESS, AND 5R
SHALL HAVE ALL OBLIGATIONS AND RESPONSIBILITIES WITH RESPECT THERETQ, AS ARE STATED IN THE AGREEMENT WITH RESPECT
70 EQUIPMENT GENERALLY. In addition, SP shall have the right to participate In the pr0~l9ipn of training and the preparetien of support
documents#ion ralatlng to the use of the Services by means of the Authorized EquipmQnt, although SP shall have no obligation In this ragas.
(d) SR shall hat move, modify intertace, copy, broadcast, reproduce, port or otherwise use or route the S9rvlcas or any portion thereof wish or ?o any other
equipment, network or software that 5P, In Its sole good faith judgment, determines Is Interacting cr Intertering or may Interact or intartere with thQ
performance of the Services or any portion thereoF qnd, from time to time, upon SP's request therefor, SR shall promptly notify SP in wrlUng of any and
all such equipment, network and software. SR may use the Services solely for its internal business purposes and may not use Iha Sarvlces for any
development purposes or to develop any applications, software pr otherwise that ppuld ih any way interact or interfer® with the performance of-Iha
Sarvlces or anyponion thereof, except as SP may expressly permit under a separate development license with SR,
(e) In addition to thaw limitations on liability contained in the Agreement, to the maximum extant permitted by law 5P, its officers, employees, suppliers and
thlyd•party agents. shall have no responsibility pr liability, contingeni or otherwise, for any InJury or damages, wh®ther caused by the negligence of SP, its
employees, subcontractors, agents, equipment vendors or olhenvi$e, arising in connection with the use, Installation, or provision of Iha-Services by
means of the Authorized Equlpmen# and shall not be liable for any Icstpro0ts, punitive, ineldentat or consequential damages or any claim against 5R by
any other party with respect thereto. SR agrees that SP is not responsible for any fault, iriaccuraoy, omisslon, delay or any other failure In the Sarvlces
caused by SR's hardware, software, cabling, network services, yr erising from SR's use of the Services on such equipment,
7. THE gLOOMBERG TRAVELER ANP ACCESS POINTS (IF APPLICABLE)
(a) THE eL00MBERG TRAVELER: (I) must be associated with a specific BLQOMBERG PRgF'ESSIONAL service subscrip#ion accessed by SR; (II) will
not ba used far an extended period of Ume in a time zone dtfierent than that of Its associated 6LDDMBERG PROFESSIONAL sarvlce subscription nor in
a manner that would result in a reduction of SR's existing or potential subscriptions to SP's Services; {iii) will disenable Iha associated Service for a
certain period of time; and (iv) may ba terminated upon $0 days' prior written notice to 8P.
(b) SP may remove or require SR to remove ono or more Access Palnls for any Bloomberg Anywher® subscrlptlon that is terminated For any reason.
(c) SR will Incur a connaetion fee fpr'any relocation of SP-provltled software or Services, SR-provided hardware and software must meat all technical
9peciflcations provltled by SP from time tc lime. SR accepts responslblliry far properly loading, malntalning and upgrading THE 6LOOMBERG
TRAVELER sotiware and Access Polnl software on SR-provided hardware, Ira accordance with SP's instructions and procedures. AU software is
furnished under the Agreement antl this Schedule and may ba used only in accordance with the Agreement and this Schatlule. Except as provided in
the Agraemr;nt, the software may not be: (i) copied, broadcasted, reproduced, ported ar vthenwlse routed to or used in any fashion vn any non
sulhorized computer or display or in any other application; (ii) recompiled, decomplled, disassembled, reverse engineered, made info or distributed in
any form of derivative work; (iii) modified, adapted, translated, accessed, loaned, resold, distributed or, except as provided in Ina Agreement, networked
in whole or In part; or (iv) used with any other #erminal, network, or device except as permitted by the Agreement SP MAKES NO WARRANTY OF ANY
KIND WITH REGARD TD INTERNET ACCESS, THE HARDWARE AND THE SOFTWARE, INCLUDING, BUT N4T uMiTED TQ, IMPLIED
WARRANTIES OP MERCHANTABILITY ANb FITNESS FOR A PARTIOULAR PURPOSE. SP shall not 6a Ilable for errors contained in the software er
ratat6d to internal access or for Indirect, incldanlal, consequential or spacial damages In connection with the fumishing, performance or-use of -the
software or intemet
(Addlelonel terms on-next papa with required acknowledgment)
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8. COMMUNICATIONS GIRCUt78 ANO FACILITIES
SP shall attempt to resoivQ any inquirlos of SR regarding communications circuits and faciiit;as used in accessing SP's Services, Notwithstanding any
provisipn in the Agraomenk or this 5chadule, $P {s nol raspdnsibla or liable for the avellabiliry or reliability of any communications circuit or facility which SP
securQS from a third party or far any act or omission of such third party furnishing Such communications circuit ar facility, SP MAKES NO
REPRESENTATIQNS OR WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO SUCH CIRCUITS OR FACILITIES AND DISCLAIMS ANY
i IMPLIEb WARRANTIES OF MERCHANTABILITY ORFITNESS FOR A PARTICULAR PURPOSE pR USE OF SUCH CIRCUITS OR FACILITIES.
9. APpUCABILITY; FORM
(a) The terms end provisions of Sections 3, B(d), and 7 of lhis 5cheduie shall apply to Services provided hereUndar and ur'der any other Schedule relating
to the Agreement executed before the date of this Schedule.
(b) Tnls Schedule, and any amendments hereto, may be axeculed and delivered by fac5lmlle or electronic mail. Any such facsimile or electronic mail
transmission shall constitute the final agreement of the parties and conclusive proof of such agreement. , .
Agreed to by: Agreed to by:
I CITY OK VERNON 6LC~OMBERG t-.P.
Company Name (Please Type or print)- 6yi BtOOMBERG INC.,
~ General Partner A Jarn J~ ,
~1.i't
Signature (Duly aukhorized officer, partner or proprietor)
Bruce V, Malkenhvrst _
Name (Please type ar print)
City Administrator ~I3I2~~5
Title (Please type or print)
February 2$, 2005
Date dale
BLO4M9ERG,BLOQMBERG PROFESBIONAL,9LOOMBERG MARKETS,L~L.OOMBERG NEWS, BLODMBERG TRADE90QK,BLOOMBERG BONDTRADER,BLOOMBERG
TELEVISION, eL00MBERG RA01O, BLOQMeERG.COM and BLOOM9ERG ANYWHERE ere trademarks and service harks of Bloomb4rg LP., a Deldw~re Ilmltea parlnershlp. A11
rlghl9 fa6an/0d.
Account: 485022 Agreement: 1599339 Order: 1398339 DT: 7200 Paga 3 of 3 SahGlobal 72108/04
• 111111111111 IIIII hill 11111 IIIII IIII I II Ill 11111 IIIII Illlf Illli III11 lllil IIII 111 III (111111111 IIIII 11111 lfllf IIIII fill 111 IIIII IIII III I N III 11111 IIlll
11111 IIILIIII
I
I
~ RESOLUTION NO. x`720
2
3 A RESOLUTION OF THE CITX COUNCIL OF THE CITY OF
VERNON APPROVING AND RATIFYING THE EXECUTION OF A
4 BLOOMBERG AGREEMENT, SCHEDULE OF SERVICES AND
DATAFEED ADDENDUM BY AND BETWEEN THE CITY OF VERNON
5 AND BLOOMBERG L.P., THROUGH BLODMBERG, INC., A
6 GENERAL PARTNER
7
$ WHEREAS, the City of Vernon ("City") is constructing a 139
g MW Combined Cycle Power Plant, the Malburg Generating Station for the
10 purpose of installing additional generating capacity that will ,yield
11 an efficient, cost-effective, and reliable source of electric
12 generation to the City's inhabitants; and
13 WHEREAS, the City has constructed a natural gas distribution
lq system served at two locations (eandini/Downey and Fruitland/Downey)
15 from SoCalGas Transmission Line 756 and two regulator stations are
lb located at the two locations to distribute gas from the transmission
17 system into the distribution system .located in the City (.the "Vernon
lg Gas System"); and
19 WHEREAS, the City desires to subscribe to a service that
20 provides technical and fundamental market information in an analytical
21 format as well as NYMX and NYSE real-time information (collectively,
2~ the "Market Information") to assist the City in its decision-making
23 process regarding power, gas and financial transactions and to
29 expedite the receipt of such Market Information; and
25 WHEREAS, Bloomberg L.P., through Bloomberg, Inc., a General
26 Partner ("Bloomberg"), is a service provider for the Market
27 Information and the City desire to enter into a Bloomberg Agreement
Number 1598339, Bloomberg Schedule of ,Services, Bloomberg Datafeed
1 Addendum and Bloomberg Real-Time Order Form setting forth the terms
2 and conditions under which Bloomberg will-provide the Market
3 Information; and
4 WHEREAS, in order to meet the urgent need to mitigate the
5 risk of fluctuating energy prices and increase the City's ability to
6 take advantage of economic opportunities, the City Administrator
7 executed the necessary documents to be a subscriber of Bloomberg,
8 subject to ratification by the City Council; and
9 WHEREAS, on April 5, 2005, the Finance Committee considered
10 the recommendation of Bruce V. Malkenhorst, the Director of Finance,
11 dated March 31, 2005, that the actions. of the City Administrator in
12 executing the various subscriber documents with Bloomberg be ratified;
13 and
14 WHEREAS, the City Council desires to approve and ratify the
15 various subscriber documents, as executed by the City Administrator;
16 and
17 WHEREAS, the City Council. of the City of. Vernon has
18 determined that, pursuant to the provisions of subsection (a) of
19 Section 2.27 of the Vernon City Code, it is in the public interest-and
20 necessity to ratify entering into the various subscriber documents
21 with Bloomberg.
22 NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE
23 CITY OF VERNON AS FOLLOWS:
24 SECTION 1: The City Council of the City of Vernon hereby
25 finds and determines that the recitals contained hereinabove are true
26 and correct.
27 SECTION 2: The City Council of the City of Vernon hereby
28 ratifies the execution of the Bloomberg Agreement Number 1598339 on
- 2 -
1 February 28, 2005, the Bloomberg Schedule of Services on February 28,
2 2005, the Bloomberg Datafeed Addendum on February 28, 2005 and the.
3 Real-Time Order Form, a copy of which is attached hereto as Exhibit A
4 and incorporated by reference.
5 SECTION 3: The City Clerk of the City of Vernon shall
6 certify to the passage of this resolution, and thereupon and
7 thereafter the same shall be in full foxce and effect.
8 APPROVED AND ADOPTED this 13~' day of April, 2005.
9
hEONIS C. ~ LBUR Mayor
11 ATTEST;
13 BRUCE V. MALKENHORST, Gity Clerk
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3 -
1 STATE OF CALIFORNIA )
} ss
2 COUNTY OF LOS ANGELES }
3
4 I, BRUCE V. MALKENHORST, City Clerk of the City of Vernon, do
5 herelay certify that the foregoing Resolution, being Resolution No.
6 8720, was duly adopted by the City Council of-the City of Vernon at a
~ special meeting of the City Council duly held on Wednesday, April 13,
8 2005, and thereafter was duly signed by the Mayor of the City of
9 Vernon.-
10 ,
11 ~
BRUCE V. MALKENHORST, City Clerk
12
13 (SEAL)
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off
LIGHT&POWER DEPARTMENT
Carlos Fandino,Director of Light&Power
October 12, 2011
Mahta Khanjar Via U.S.Mail
Bloomberg Finance L.P.
731 Lexington Avenue
New York,NY 10022
Re: Bloomberg Finance Services—Amendment to Bloomberg Agreement and Schedule of Services
To Whom It May Concern:
Transmitted herewith is a fully executed original of the above-referenced agreement,which was approved
by City Council minute order on October 4,2011.
Should you have any questions,do not hesitate to call me at(323)583-8811 extension 834 or Javier
Valdez extension M.
Sincerely,
r
Carlos Fandino Jr.
Director of Light&Po
CF:jv
Attachment
C: Javier Valdez
Purchasing department
Resolution No. 8720
Agreement 11-114
4305 Santa Fe Avenue,Vernon,California 90058 Telephone(323)583-8811 Fax(323)826-1425
E.Xcfusively Industriaf