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Verizon/DSL Emergency Lines 01MXPEPA"p-, EMERGENCY SUBSCRIBER LIST INFORMATION LICENSE AGREEMENT This Emergency Subscriber List Information License Agreement (the "Agreement"), effective as specified in Section 8.1 below, is entered into by and between City of La Quinta (the "Licensee") and the undersigned Verizon company ("Verizon"). WHEREAS, the Wireless Communications and Public Safety Act of 1999, PL 106-81, codified in 47 USC 222 (g) (the "Act") requires, inter alia, that telecommunications carriers provide certain data and make certain services available to providers of Emergency and Emergency Support Services, as defined in the Act; and WHEREAS, Verizon, through the Verizon Operating Companies, maintains certain subscriber list information data with respect to its own telephone subscribers as well as subscribers of other telecommunications carriers that are located within the territories served by the Verizon Operating Companies; and WHEREAS, Section 222(g) of the Act, as amended, requires a telecommunications carrier to provide subscriber list information in its possession or control on a timely and unbundled basis, under non-discriminatory and reasonable rates, terms and conditions to the providers of emergency services and providers of emergency support services, solely for the purpose of delivering those emergency services; WHEREAS, Licensee, as a provider of Emergency Services and/or Emergency Support Services, desires to receive such subscriber list information solely for the purpose of delivering or assisting in the delivery of Emergency Services; and WHEREAS, Verizon will license to Licensee such subscriber list information for use in providing Emergency Services in accordance with the Act and subject to the terms and conditions set forth in this Agreement. NOW THEREFORE, in consideration of the mutual covenants and agreements contained herein, Licensee and Verizon hereby agree as follows: ARTICLE 1 DEFINITIONS The following terms as used herein have the following meaning. 1.1 "Emergency Services" means 9-1-1 Emergency Services and Emergency Notification Services collectively. 1.2 "Information" means any information identifying the listed names of subscribers and their telephone numbers, addresses, or any combination of such listed names, numbers, addresses, or classifications, including information pertaining to subscribers (i) whose information is unlisted or unpublished (also referred to as non -listed and non -published) and (ii) subscribers of other carriers in the possession or control of Verizon; provided on a timely and unbundled basis under non-discriminatory and reasonable rates, terms and conditions to providers of Emergency Services and Emergency Support Services solely for the purposes of delivering or assisting in the delivery of Emergency Services. Verizon ESG Copyright © 2001-200 3/19/2004 R VZ Approved To Form: JED 7/1/04 Page 1 of 16 1.3 "Daily Updates" means an extract containing only those records that have had a Modification/Add/Delete (MAD) activity since the last update for the geographic area(s) or Jurisdiction(s) with respect to which such Information has been requested. Daily Updates are available by 10:00 am each calendar day (Eastern Time in DC, DE, CT, FL, IL, IN, MA, MD, ME, MI, NC, NH, NJ, NY, OH, PA, RI, SC, VA, VT, WI, WV; and Pacific Time in AZ, CA, HI, ID, NV, OR, TX, WA). 1.4 "Weekly Updates" means an extract containing only those records that have had a Modification/Add/Delete (MAD) activity since the last update for the geographic area(s) or Jurisdiction(s) with respect to which such Information has been requested. Weekly Updates are available by 10:00 am on the weekday mutually selected by the Licensee and the Company (Eastern Time in DC, DE, CT, FL, IL, IN, MA, MD, ME, MI, NC, NH, NJ, NY, OH, PA, RI, SC, VA, VT, WI, WV; and Pacific Time in AZ, CA, HI, ID, NV, OR, TX, WA). 1.5 "Emergency Notification Services" means services that notify the public of an emergency. 1.6 "Emergency Support Services" means information or database management services used in support of Emergency Services. 1.7 "Full File Extract" means an extract containing all Information for the geographic area(s) or Jurisdiction(s) with respect to which such information has been requested. 1.8 "PSAP" or "Public Safety Answering Point" means a facility that has been designated to receive emergency calls and route them to emergency services personnel. ARTICLE 2 GRANT OF LICENSE 2.1 In consideration of the promises and covenants contained herein, Verizon hereby grants to Licensee for the Term of this Agreement a non-exclusive limited license to use the Information solely for the purposes of delivering or assisting in the delivery of Emergency Services. 2.2 Licensee shall not sell, lease, grant, copy, disclose or sub -license the Information received pursuant to this License to any other party without the written consent of Verizon or as otherwise provided herein. Under no circumstances shall the Information provided herein be used or disclosed in any manner for purposes other than providing Emergency Services or Emergency Support Services. 2.3 Licensee may enhance the Information and append other information to the Information, subject to and consistent with the provisions of this Agreement, including, but not limited to, the limitations set forth in Sections 2.2 and 5.1 hereof. 2.4 The terms and conditions that shall apply in connection with this License, and the rights and liabilities of the Parties, shall be as set forth herein and in all applicable tariffs now or hereafter filed with the applicable state regulatory commission and/or the Federal Communications Commission. Verizon ESG Copyright © 2001-200 3/19/2004 R VZ Approved To Form: JED 7/1/04 Page 2 of 16 AR 3 LISTING INFORMATION PRODUCTS 3.1 Verizon will furnish to Licensee the Information set forth in Exhibit A indicated on the Request Form (Exhibit C), using Verizon's standard transfer method specified in Exhibit A. 3.2 Technical Specifications - Verizon shall provide the Information to Licensee via compact disc (CD) and/or electronic transfer in such format as Verizon may determine in its sole discretion. Current Verizon technical specifications are contained and incorporated herein as Exhibit A. 3.2.1 Full File Extract - No later than thirty (30) days after the Licensee requests Information under this Agreement, and in compliance with a mutually agreeable schedule, Verizon shall provide Full File Extracts via compact disk (CD) delivered by certified mail. 3.2.2 Updates — Provided Licensee subscribed to Daily or Weekly Updates, subsequent to the provision of each Full File Extract, Verizon shall provide Licensee with Updates. 3.2.3 Verizon will provide thirty (30) days advance notification in writing to Licensee regarding any significant changes that affect Information handling procedures that may affect Licensee's handling or use of the Information. Verizon will designate a representative to confer with Licensee on issues and requirements relating to such initiatives and changes. ARTICLE 4 LICENSE FEES 4.1 Licensee shall pay the rates and charges set forth in the attached Exhibit(s), and Licensee shall also pay all applicable taxes, fees and charges, including the Federal End User Common Line Charges, charged pursuant to applicable law, regulations or tariff. 4.2 The recurring license fees listed on Exhibit B for Updates to the Emergency Service Listing Information is based on the number of records contained in the Full File Extract, on a per 10,000 records basis (as defined in Exhibit B). Verizon will reassess the number of Records in what would then comprise the Full File Extract for the Licensee's selected coverage area on an annual basis without notice to Licensee and make changes to the Recurring Fees based on that reassessment, for the subsequent year. 4.3 Unless otherwise specified in Verizon's applicable tariffs, Licensee shall remit all payments in accordance with Verizon's applicable tariffs or, if not stated in tariffs, within thirty (30) days after date of invoice. A late payment charge shall be applied in accordance with Verizon's applicable tariffs or, if not stated in tariffs, a late payment charge of one and one- half percent (1.5%) per month, or the maximum allowed by law, shall be applicable to any unpaid balance not received by Verizon by the late payment date printed on the invoice. Any back billing limitations applicable to Verizon's tariffed services do not apply to this Agreement. Verizon ESG Copyright © 2001-200 3/19/2004 R VZ Approved To Form: JED 7/1/04 Page 3 of 16 M ARTICLE 5 CONFIDENTIALITY 5.1 In order for the Parties to perform their respective obligations under this Agreement, it may be necessary for either Party to disclose to the other technical, customer, personnel and/or business information in written, graphic, oral or other tangible or intangible forms including, but not limited to Information, including unpublished and unlisted Information (unpublished and unlisted information means Information that telephone subscribers have designated as not to be published in telephone directories, provided by directory assistance, or otherwise disclosed), specifications, records, data, computer programs, drawings, schematics, know- how, notes, models, reports and samples. Such information may contain proprietary or confidential material, or material subject to applicable laws regarding secrecy of communications or trade secrets ("Confidential Information"). 5.2 Each Parry acknowledges and agrees that all Information is Confidential Information and all other information exchanged by the Parties shall be marked "Confidential" in order for such information to be considered to be Confidential Information or if orally disclosed, shall be reduced to writing and submitted to the non -disclosing Party within thirty (30) days of disclosure. 5.3 In addition, Information shall not, for any reason, be disclosed or used for marketing, advertising, public relations or other commercial purposes of any nature. 5.4 The Parties agree as follows: 5.4.1 To receive in confidence any Confidential Information; to limit access to such Confidential Information to authorized employees, agents (including their employees) and contractors (including their employees), (covered by written obligations of confidentiality at least as restrictive as those set forth in this Article) who have a need to know the Confidential Information in order for the Party to perform its obligations under this Agreement and who have been informed of the confidential and proprietary nature; not to disclose, reveal or divulge any Confidential Information or authorize any other person to do so except as specifically approved in writing by the disclosing Party; 5.4.2 To use such Confidential Information only for the purposes of performing their obligations under this Agreement and for such other purposes as may be agreed upon between the Parties in writing. 5.4.3 Upon request of the disclosing Party, to return all Confidential Information to such Party, or to destroy any documents, computer media or records, in written, graphic, or other tangible form, that contain any Confidential Information; 5.4.4 That the confidential obligations with respect to the Information shall never terminate and shall extend beyond completion of the Term of this Agreement. That the obligations with respect to all other Confidential Information shall extend for a period of five (5) years following the date of initial disclosure of that Confidential Information, and such obligations shall extend beyond completion of the Term of this Agreement; and Verizon ESG Copyright © 2001-200 3/19/2004 R VZ Approved To Form: JED 7/1/04 Page 4 of 16 5.4.5 That nothing contained in this Article 5 shall be construed as a license or permission to make, use, or sell the Confidential Information or products derived therefrom. 5.5 If a receiving Party receives a request to disclose any Confidential Information (whether pursuant to a valid and effective subpoena, an order issued by a court or other governmental authority of competent jurisdiction or otherwise, including the Electronic Communications Privacy Act of 1986, 18 U.S.C. 2703, that requires disclosure of Information to governmental entities only upon issuance of a court order) on advice of legal counsel that disclosure is required under applicable law, such Party agrees that, prior to disclosing any Confidential Information, it shall (i) notify the disclosing Party of the existence and terms of such request or advice, (ii) cooperate with the disclosing Party in taking legally available steps to resist or narrow any such request or to otherwise eliminate the need for such disclosure, if requested to do so by the disclosing Party, and (iii) if disclosure is required, use its best efforts to obtain a protective order or other reliable assurance that confidential treatment will be afforded to such portion of the Confidential Information as is required to be disclosed; 5.5.1 The obligations contained in this Article 5 do not apply to Confidential Information that is authorized in writing by the disclosing Party to be released or is designated in writing by the disclosing Party as no longer being Confidential Information or proprietary. 5.6 LICENSEE REPRESENTS AND WARRANTS THAT LICENSEE IS EITHER NOT SUBJECT TO ANY FEDERAL, STATE OR LOCAL PUBLIC INFORMATION LAW OR REGULATION (E.G. PUBLIC RECORDS LAW, "FREEDOM OF INFORMATION" LAW, "GOVERNMENT IN THE SUNSHINE" LAW) WHICH WOULD REQUIRE LICENSEE TO PROVIDE ACCESS TO INFORMATION OR, IF SUBJECT TO SUCH PUBLIC INFORMATION LAW OR REGULATION, THAT LICENSEE IS EXEMPT FROM ANY OBLIGATION TO PROVIDE ACCESS TO INFORMATION PURSUANT TO SUCH LAW OR REGULATION. 5.7 It is agreed that a violation of any of the provisions of this Article 5 will cause irreparable harm and injury to the disclosing Party and that Party shall be entitled, in addition to any other rights and remedies it may have at law or in equity, to seek an injunction enjoining and restraining the receiving Party from doing or continuing to do any such act and any other violations or threatened violations of this Article 5. ARTICLE 6 PERFORMANCE OBLIGATIONS 6.1 Verizon will use commercially reasonable efforts to provide accurate and complete Information and will take steps to correct inaccurate Information upon receipt of changes from the PSAP following normal Verizon's error correction procedures. 6.2 EXCEPT AS OTHERWISE PROVIDED HEREIN, ALL DATA AND OTHER MATERIAL ARE PROVIDED BY VERIZON "AS IS" WITH ALL FAULTS. VERIZON MAKES ABSOLUTELY NO EXPRESS OR IMPLIED WARRANTIES WHATSOEVER Verizon ESG Copyright © 2001-200 3/19/2004 R VZ Approved To Form: JED 7/1/04 Page 5 of 16 REGARDING THE COMPLETENESS OR ACCURACY OF THE INFORMATION PROVIDED OR THE TECHNICAL QUALITY OF ANY MEDIA SUPPLIED HEREUNDER, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. 6.3 Licensee represents and warrants that it is a provider of Emergency Services or Emergency Support Services and offers such service(s) in the geographic areas or jurisdictions for which it is requesting Information, and that any such Information it obtains from Verizon under this License will be used solely for the purposes of delivering or assisting in the delivery of Emergency Services. 6.4 Licensee will not permit anyone other than its duly authorized employees and agents to inspect or use the Information. Licensee agrees to use commercially reasonable security measures to prevent copying or downloading of the Information by third parties, including governmental agencies, and to prevent any other unauthorized use of such information. Any unauthorized use or disclosure of the Information provided to Licensee and Verizon shall be entitled to terminate this Agreement immediately pursuant to section 8.2.2 hereof, shall be deemed to be a material breach of the Agreement. If Licensee ceases providing Emergency Services for a period in excess of ninety (90) days in any area for which it has received Information under this Agreement, it will notify Verizon, destroy any data it has received from Verizon under this Agreement for that area, and remove said data from its databases within thirty (30) days. 6.5 Except as may otherwise be provided herein, the Licensee agrees to indemnify, defend and hold Verizon harmless from and against any and all liability, suits, damages, claims and demands, costs, expenses (including attorneys' fees and costs of court), made by a third party that arise in any manner out of Licensee's use of the Information or arising from a breach of Article 5. ARTICLE 7 LIMITATION OF LIABILITY 7.1 EXCEPT FOR THE INDEMNITIES SET FORTH IN SECTION 6.5 HEREOF, NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY EXEMPLARY, INDIRECT, INCIDENTAL, CONSEQUENTIAL, RELIANCE, OR SPECIAL DAMAGES SUFFERED BY A PARTY (INCLUDING WITHOUT LIMITATION DAMAGES FOR HARM TO BUSINESS, LOST REVENUES, LOST SAVINGS, OR LOST PROFITS SUFFERED BY SUCH OTHER PARTY TO THE EXTENT COMPRISING INDIRECT, INCIDENTAL, CONSEQUENTIAL, RELIANCE, OR SPECIAL DAMAGES), REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, WARRANTY, STRICT LIABILITY, OR TORT, INCLUDING WITHOUT LIMITATION, NEGLIGENCE OF ANY KIND WHETHER ACTIVE OR PASSIVE, AND REGARDLESS OF WHETHER THE PARTY KNEW OF THE POSSIBILITY THAT SUCH DAMAGES COULD RESULT. EACH PARTY HEREBY RELEASES THE OTHER PARTY (AND ITS SUBSIDIARIES AND AFFILIATES, AND ITS RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, CONTRACTORS AND SUPPLIERS) FROM, AND WAIVES ANY SUCH DAMAGE CLAIMS. Verizon ESG Copyright © 2001-200 3/19/2004 R VZ Approved To Form: JED 7/1/04 Page 6 of 16 7.2 OTHER THAN THE REMEDY IDENTIFIED IN SECTION 5.7, VERIZON' S SOLE AND EXCLUSIVE LIABILITY FOR ANY FAILURE BY VERIZON TO DELIVER, INFORMATION SHALL BE LIMITED TO A CREDIT OR REFUND OF THE CHARGES PAID FOR THE DATA IN QUESTION DURING THE PRECEDING 12 MONTH PERIOD, WHICH SHALL IN NO EVENT EXCEED $10,000.00 IN THE AGGREGATE FOR ALL CLAIMS BROUGHT DURING THE TERM OF THIS AGREEMENT 7.3 Except for actions to enforce the Parties' rights under Article 5 or Section 6.5, and unless otherwise required by state or federal law or regulation, no action or proceeding hereunder brought by one Party against the other Party may be commenced more than two (2) years after the cause of action becomes known to, or should have been known by, the complaining Party. 7.4 Licensee and Verizon each acknowledge that the provisions of this Agreement were negotiated to reflect an informed, voluntary allocation between the Parties of all risks (both known and unknown) associated with the transactions associated with this Agreement. The remedy limitations, and the limitations of liability, are separately intended to limit the relief available to the Parties. ARTICLE 8 TERM AND TERMINATION 8.1 Subject to 8.1.1 below, this Agreement will become effective (Effective Date) on the date the Agreement is fully executed, and will remain in effect for the term of months identified in Exhibit B (the "Term") which will commence on the in-service date. For purposes of this agreement, the in-service date is the date after the Effective Date, when Verizon provisioning has been completed and the Information is available for Licensee's use. If, at the time of expiration of the Term, a new agreement with Verizon is not effective, as defined in this Agreement, the License will be terminated and Licensee shall return or, at Licensor's option, destroy all documents, computer media or records, in written, graphic, or other tangible form, that contain any Verzion Confidential information including without limitation, all Information. Licensee shall certify in writing that all Confidential Information has been destroyed (if applicable). Licensee's obligation to pay fees accrued prior to termination will survive termination or expiration and remain in full force and effect. 8.1.1 Licensee acknowledges that this Agreement may be required to be filed and/or approved by the Public Service Commission or Public Utilities Commission of Licensee's State to which the Information pertains ("Commission"). In the event that the Commission requires filing or approval of this Agreement prior to its being effective or before service can be provided, this Agreement, and any subsequent amendment(s), shall be filed with the Commission and become effective (Effective Date) upon filing or approval by the Commission, as required. Licensee acknowledges that the Services may not be provided until filed or Commission approval is obtained, if required. In the event filing or approval is required, the in- service date shall be the date, after the Effective Date defined above, on which Verizon's provisioning has been completed and the Service is available for Licensee's use. This Agreement shall at all times be subject to such changes or modifications by the Commission as the Commission may, from time to time, direct in the exercise of its lawful jurisdiction. Verizon ESG Copyright ® 2001-200 3/19/2004 R VZ Approved To Form: JED 7/1/04 Page 7 of 16 8.1.2 The terms and conditions that shall apply in connection with this Agreement, and the rights and liabilities of the Parties, shall be set forth herein and in all applicable tariffs now or hereafter filed with the applicable state regulatory commission and/or Federal Communications Commission. 8.2 Either Party may terminate this Agreement: 8.2.1 Upon prior written notice of a material breach of this Agreement, and the breach continues without cure for ninety (90) days, or if reasonable steps to correct such breach are not taken within ninety (90) days following written notice of such breach. Termination due to Licensee's breach will not relieve Licensee of its obligations to pay all fees accrued prior to termination and Licensee will be liable for Termination Charges as set out in Exhibit B, which shall be due and payable upon such early termination; or 8.2.2 Immediately upon written notice to Licensee in the event of a breach of Article 5 or Article 6. Termination due to Licensee's breach of Articles 5 or 6 will not relieve Licensee of its obligations to pay all fees accrued prior to termination and Licensee will be liable for Termination Charges as set out in Exhibit B, which shall be due and payable upon such early termination. 8.2.3 Bankruptcy or dissolution of the other Party. Bankruptcy with respect to any Party to this Agreement, shall be deemed to have occurred (i) if any proceedings are initiated by or against any party under any law relating to the relief or reorganization of debtors, which in the case of an involuntary proceeding is not dismissed within 120 days after filing, or (ii) upon the appointment of any receiver or trustee to take possession of its properties, any assignment for the benefit of its creditors, or any other similar action by or on behalf of its creditors which is not vacated or stayed within ninety (90) days of such appointment or action. Termination under this sub- section 8.2.3 will not relieve Licensee of its obligations to pay all fees accrued prior to termination and Licensee will be liable for Termination Charges as set out in Exhibit B, which shall be due and payable upon such early termination. 8.3 In the event it is determined that this Service must be provided pursuant to the authority and or requirements of the public utilities commission of the applicable state, the Parties agree to take all steps necessary to comply with such requirements, including but not limited to the filing of this Agreement. In addition, if this Service is determined to be regulated, and if the Services provided in this Agreement become available under a tariff filed with the Public Service Commission or Public Utilities Commission of Licensee's State, this Agreement shall terminate at .such time as the tariff becomes effective and the tariff services shall be approved for Licensee's use (if approval is required by the state commission). The tariff term and rates to be applied will be those of the available tariff term closest to the term then remaining on the Agreement. 8.4 In the event either Party terminates this Agreement pursuant to section 8.2, Licensee shall return or destroy the Confidential Information in conformance with the procedure set out in 8.1 as if the Term had expired. Verizon ESG Copyright 0 2001-200 3/19/2004 R VZ Approved To Form: JED 7/1/04 Page 8 of 16 ARTICLE 9 MISCELLANEOUS PROVISIONS 9.1 No Exclusivity. Nothing in this Agreement or elsewhere gives Licensee any exclusive right to the Information, and Verizon is free at any time to grant similar licenses and information to others in conformance with law. 9.2 Notices. Notices under this Agreement shall be sent by first-class U.S. mail, postage prepaid to the following addresses: Verizon Address Verizon National Contracts Repository MC: HQW021,25, 700 Hidden Ridge Irving, TX, 75038 with a copy to Emergency Services Offer Manager, 1095 Ave. of Americas, 19fl` Floor, New York, NY, 10036 Licensee Address: Attn.: Deby Conrad, Community Safety Manager P.O. Box 1504 La Quinta, CA 92247-1504 The foregoing notice data may be changed at any time by written notice to the other Party. 9.3 Entire Agreement. This Agreement, including all Exhibits hereto, and all applicable tariffs, contain the entire understanding of the Parties and supersedes any and all prior written and oral communications to the extent that they related in any way to the subject matter hereof. 9.4 Amendments. This Agreement may not be amended or modified orally, nor any of its terms waived, except in a writing signed by duly authorized representatives of both the Licensee and Verizon and only upon complying with any state or federal regulatory filing or approval requirements. 9.5 Waiver. No failure of or delay by either Party hereto in exercising any right or power hereunder will operate as a waiver thereof nor will any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right or power. 9.6 Successors and Assigns. Verizon may assign or transfer part or all of this Agreement to any affiliate or successor to substantially all of its assets in the locations where Information is provided hereunder. With written consent from Verizon, Licensee may assign or transfer this Agreement to any company that is the successor to substantially all of its assets, provided all Fees for Information provided prior to such transfer or assignment are paid in full when due. Except as otherwise required by law or regulation, all other attempted assignments shall be void without the prior written consent of the other Party. 9.7 Severabilily. The invalidity or unenforceability of any provision hereunder will not affect the validity or enforceability of any other provision hereunder. Verizon ESG Copyright m 2001-200 3/19/2004 R VZ Approved To Form: JED 7/1/04 Page 9 of 16 9.8 Headings; Schedules. The headings in this Agreement are for convenience only and will not be construed to define or limit any terms herein or otherwise affect the meaning or interpretation of this Agreement. All Exhibits attached hereto are herein incorporated by reference and made part of this Agreement. 9.9 Counterparts. This Agreement or any amendment may be executed in separate counterparts, each of which when so executed and delivered will be an original, but all of which together will constitute one instrument. In proving this Agreement, it will not be necessary to produce or account for more than one such counterpart. 9.10 Force Majeure. Neither Party will be held liable for any delay or failure in performance of any part of this Agreement from any cause beyond its control such as acts of God, acts of civil or military authorities, government regulations, embargoes, epidemics, war, terrorist acts, riots, insurrections, fires, explosions, earthquakes, nuclear accidents, floods, strikes, power blackouts, volcanic action, other major environmental disturbances, inability to secure products or services from other persons or facilities, or acts or omissions of common carriers. 9.11 Choice of Law. This Agreement will be governed by and construed under the laws of the state to which the Information pertains without regard for its choice of law principles. 9.12 Compliance with Law. Each Party shall comply with all federal, state, and local statutes, regulations, rules, ordinances, judicial decisions, and administrative rulings applicable to its performance under this Agreement. 9.13 Publicity. Unless required by state or federal regulatory filing requirements, any news release, public announcement, advertising, or any form of publicity pertaining to this Agreement, provision of Services, or association of the Parties with respect to provision of the services described in this Agreement shall be subject to prior written approval of both Parties. 9.14 Use of Trademark. Nothing in this Agreement shall grant, suggest, or imply any authority for one Party to use the name, trademarks, service marks, or trade names of the other for any purpose whatsoever. Verizon ESG Copyright © 2001-200 3/19/2004 R VZ Approved To Form: JED 7/1/04 Page 10 of 16 IN WITNESS WHEREOF, the Parties have caused this Agreement to be effective as of the day, month and year specified herein. Licensee: VERIZON LEGAL ENTITY: CITY OF LA QUINTA VERIZON CALIFORNIA INC. By: Printed Name: � C'j.ra� L� Printed N e: ;f0- Y %t w.'f Title C�:/?'l r� v Date: &4 � 27, 2-Ow (z4 Verizon ESG Copyright 0 2001-200 3/ 19/2004 R VZ Approved To Form: JED 7/1/04 Title: Date: D Page 11 of 16 EXHIBIT A (Page 1 of 3) TECHNICAL SPECIFICATIONS The following fields will be provided if available Data Format Fields' Function Code NPA TN House Number House Number Suffix Prefix Directional (only if it's presented in its own field) Street Name (as defined by PSAP) Street Suffix Post Directional (only if it's presented in its own field) Community Name (as specified by PSAP) State Location Customer Name Main NPA Main TN County ID Comments End of Record Header Format Fields 2 Header Indicator Extract Date Customer Name Cycle Counter End of Record Trailer Format Fields 3 Trailer Indicator Extract Date Customer Name Record Count End of Record Note: Verizon reserves the right to change the fields provided with a thirty (30) day notice to the Licensee. 'All fields are left justified, with trailing spaces. 2All Fields are left justified, with trailing spaces, except the Cycle Counter, this field will be right justified with leading spaces in the former Bell Atlantic area and leading zeros if the former GTE area. 3 All Fields are left justified, with trailing spaces, except for the Record Count; this field will be right justified with leading spaces in the former Bell Atlantic area and leading zeros in the former GTE area. Verizon ESG Copyright ® 2001-200 3/19/2004 R VZ Approved To Form: JED 7/1/04 Page 12 of 16 Exhibit A (page 2 of 3) FULL FILE EXTRACT DELIVERY BY CD Full file extracts (and any subsequent updates of excessive size) will usually be provided on a password protected compact disk (CD) by certified mail to an address and recipient designated by Licensee. ESL ELECTRONIC TRANSFER Description Licensee will receive the Information electronically from Verizon using one of Verizon's preferred transmission methods. Transmissions will be encrypted and Verizon will coordinate with Licensee to work with Licensee to set up the decryption process. Licensee may be required to procure additional hardware, software, TCP/IP addresses, static login/passwords, additional security features, etc. as required by Verizon E911 Corporate Security requirements — some of which may result in additional charges from Verizon. Verizon will provide an initial copy of the entire database via an encrypted CD that will be overnighted to Licensee. Verizon will follow up with electronic updates if Licensee has contracted for Daily or Weekly updates. Verizon will work with Licensee on determining the optimal electronic transmission method for the Licensee, as follows: Included in the monthly rate is the charge for Verizon to deposit the updates on the Licensee's computer system. It is the responsibility of the Licensee to ensure that each electronic update has been received, and is incorporated into its database. If Licensee does not receive an electronic update, Licensee has to notify Verizon within seven (7) calendar days after the Licensee's regular transmission date, so that the update can be resent. Failure to do so may result in the loss of updates, and Licensee will be required to purchase a new Full File Extract at the rate of the Initial Setup charge. If Licensee is unable to receive downloads from Verizon, Licensee does have the option of using Encrypted E-mail to retrieve the updates. If Licensee opts for delivery of incremental data via encrypted e-mail, Licensee must provide a valid e-mail address, secure a digital certificate from an accredited supplier (ie: Verisign) and exchange public keys with Verizon. Licensee must be able to invoke clients that support digital encryption, such as Microsoft Outlook or Outlook Express. The process will be tested and confirmed prior to the initial extract being created and sent via overnight delivery (UPS). Once this process in implemented, the daily updates will follow at an agreed upon time, if weekly updates are selected, they will be processed Mondays at approximately noon local time, plus/minus 1 hour for time zone differences. • If Licensee is unable to receive the updates from either of the above methods, Licensee does have the option of retrieving the updates by additionally subscribing to the following dial up applications, based on the location of Licensee's data: Verizon ESG Copyright (D 2001-200 3/19/2004 R VZ Approved To Form: JED 7/1/04 Page 13 of 16 Exhibit A (page 3 of 3) SCAN for Licensees located in DE, MA, MD, ME, NH, NJ, NY, PA, RI, VA, VT, WV & Washington DC DEMARCS for Licensees located in all other states Licensee must extract each update from DEMARCS or SCAN within seven (7) calendar days of the update's availability. If updates are not retrieved, the updates may be permanently lost. In such an event, Licensee will be required to purchase a new Full File Extract at the rate of the Initial Setup charge. Electronic Transfer methods are subject to change by Verizon upon sixty (60) days notice. Verizon ESG Copyright (D 2001-200 3/19/2004 R VZ Approved To Form: JED 7/1/04 Page 14 of 16 EXHIBIT B (Page 1 of 2) LISTING INFORMATION PRODUCTS STANDARD OFFERINGS: Full File Extract - a snapshot of all requested Information in a standard format. Full File Extract and Daily Updates - a snapshot of all requested Information in a standard format followed by that set of Information provided on a daily basis that reflects changes made to such information as a result of Move/Add/Change activity. Full File Extract and Weekly Updates - a snapshot of all requested Information in a standard format followed by that set of Information provided on weekly basis that reflects changes made to such information as a result of Move/Add/Change activity. TERM: 36 Months STANDARD LICENSE FEES: FULL FILE As requested by EXTRACT: $2,051.00 per full file Licensee, but no (No Updates) extract request more than once a quarter. Transfer Fee included in NRC fee. FULL FILE EXTRACT Initial full file with Daily U dates: $ I A35.62 extract. Daily Updates - * $15.27 per month per Daily 10,000 records in full file extract. I-�ra��t` F+e Mo>thl euxr%ns . Fr ` uenc' FULL FILE EXTRACT Initial full file with Weekly Updates: $1,435.62 extract. Weekly Updates - * $6.55 per month per 10,000 Weekly records in full file extract. 'I�,.TMIUNTo>�wrrrrng Fees Montihly I+eur>irtg Fps E )Knot dctivn oads SCAN or DMARCS $377.00 $40.00 Verizon ESG Copyright ® 2001-200 3/19/2004 R VZ Approved To Form: JED 7/1/04 Page 15 of 16 Exhibit B (Page 2 of 2) * The Updates Monthly Recurring Charge (MRC) is based on the number of records contained in the full extract and will be adjusted annually as described in Article 4, section 4.2. The MRC is calculated on a "per 10,000 record basis" with number of records being rounded to the nearest 10,000 for charge determination. • Invoice will include all applicable federal, state, and local fees, charges, and taxes. • Verizon will render invoices: (i) promptly after delivery for Full File Extracts and Electronic Transfer; and (ii) monthly for Updates and Electronic Transfer. • Daily or Weekly extract fees apply regardless of whether Licensee actually extracts updates. Fee Adiustment In the event that Verizon no longer has any customers purchasing Automatic Location Identification (ALI) service for the geographic region for which ESL is provided under this Agreement or any portion of that geographic region, Verizon may in its' sole discretion and upon 60 days written notice to Licensee adjust the Fees of this Agreement. Prior to the expiration of the 60 day notice period, Licensee may, by written notice to Verizon, cancel the Agreement without incurring termination liability. As with all early terminations prior to the end of the Agreement Term not otherwise covered by Article 8.2, such termination by Licensee shall be subject to all other terms of the Agreement including, without limitation, Article 8.1, with such termination date being deemed the expiration of the Term. EARLY TERMINATION FEE: If Licensee terminates the Agreement prior to the end of the Term or breaches the Agreement as set out under 8.2, Licensee shall pay to Verizon, as alternative performance and not as a penalty, all unpaid non- recurring charges, and if Licensee is receiving Updates, a termination charge equal to seventy-five percent (75%) of the Monthly Recurring Fee for updates multiplied by the number of months remaining in the Term. Verizon ESG Copyright 0 2001-200 3/19/2004 R VZ Approved To Form: JED 7/1/04 Page 16 of 16 EXHIBIT C LISTING INFORMATION PRODUCTS REQUEST FORM f ent-ml rnntact Infnrmatinn Name: DEBY CONRAD, COMMUNITY SAFETY MANAGER Address: P.O. BOX 1504, LA QUINTA, CA 92247-1504 Phone: 760-777-7022 FAX; 760-777-7011 Email: dconrad@la-guinta.org Billina, Billine Address MUST be within the area for which the ESL is required) Name: CITY OF LA QUINTA9 ATTN.: DIANE AAKER Address: P.O. BOX 1504, LA QUINTA, CA 92247-1504 Phone: 760-777-7019 FAX: 760-777-7011 Email: daaker@la-guinta.org Full File CD Mailing Address Name: DEBY CONRAD, COMMUNITY SAFETY MANAGER Address: 78-495 CALLE TAMPICO, LA QUINTA9 CA 02247-1504 Phone: 760-777-7022 Note: CD will be sent by Certified/Overnight Mail which requires a person to be named recipient (i.e., not entity name) and physical address (i.e., not P.O. Box) Order Information Requested Date: August 15, 2004 Requested Delivery Date: August 15, 2004 Select one of the followin ESN: ESN #: 9-1-1 Entity: State: Or Community Name: Community Name: State: Or 9-1-1 Entity: Entity Name: State: Choose ONLY One of the following options by marking "X" in the column next to the desired option: Full File Extract Only OR Full File Extract and Daily Updates OR Full File Extract and Weekly Updates X 17y-t Verizon ESG Copyright (D 2001-200 3/19/2004 R VZ Approved To Form: JED 7/1/04 Page 17 of 16