ITEM N0. 6; STAFFREPORT CITYOF OCEANSIDE DATE: March 13, 2013 TO: Honorable Mayor and City Councilmembers FROM: City Treasurer's Office SUBJECT: APPROVAL FOR CONTINUATION OF AN AGREEMENT FOR A TWO- YEAR PERIOD WITH BLOOMBERG, L.P., OF NEW YORK, IN THE AMOUNT OF $63,840 TO PROVIDE MARKET PRICING AND INFORMATION SERVICES SYNOPSIS Staff recommends that the City Council approve the continuation of an agreement in the amount of $63,840, for a two-year period, effective July 1, 2013, through June 30, 2015, with Bloomberg, L.P., of New York, for access to a live market pricing and information system used by the Treasurer's office in managing the City's investment portfolio. BACKGROUND In May 2001, the City entered into a two-year agreement with Bloomberg to provide a live market pricing and information system, a service used by Treasury staff in the daily management of the City's investment portfolio. Prior to entering into the agreement with Bloomberg, the City utilized Dow Jones Telerate for its live market price information needs. In 1998, Dow Jones sold the Telerate system to Bridge Information Systems who subsequently declared bankruptcy in 2001. Staff began looking for a replacement for the Telerate product and found only two comparable systems: Bloomberg and Reuters. Reuters was not a viable option because it was a European-headquartered company and not widely utilized in the United States by fixed income broker dealer firms as was Bloomberg. The terms of the agreement allow for the automatic two-year renewal of the service until the agreement is terminated by either party. From 2001 to 2007, procurement procedures allowed the City Manager to approve the contract annually without City Council approval since the annual amount fell below the $50,000 threshold that required Council approval. After 2007, Council was required to approve each two-year automatic renewal. City Council last approved the continuation of the contract on March 16, 2011. ANALYSIS The Treasurer's office utilizes Bloomberg Professional Services, a live market pricing and information system, in the daily management of the City's $230 million investment portfolio. The Bloomberg system is the industry standard in treasury management tools for obtaining up-to-the minute, accurate and timely market prices and news. It also provides an efficient method of communication between staff and brokerage firms regarding investments. The system aids in other types of research relating to the City's debt issuances and vendor research as well. Bloomberg is a sole-source vendor; there are no other viable options to provide the market pricing service required in management of the City's investment portfolio. The Treasurer's office first entered into the agreement with Bloomberg for the service in June 2001. The term of the agreement was for two years, with automatic service contract renewal every two years thereafter. if either party wishes to terminate the contract, notification is to be given no later than sixty-days prior to the end of the two- year term. The City's contract with Bloomberg has been renewed five times since the initial two-year term, with the current two-year term in effect from July 1, 2011, through June 30, 2013, due to renew on July 1, 2013. The contract also allows for pricing increases to occur during the renewal period. Bloomberg price increases occur every two years with notification by letter (attached). The following table shows the price increases since the contract first renewed -in 2003: Bloomberg Pricing Since Contract Inception Price Price Price Price Price Price Inception Increase Increase Increase Increase Increase Increase of Contract 812002; 812004; 812006; 812008; 812010; 812012; 612001 Effective Effective Effective Effective Effective Effective 711103 711105 711107 711109 711111 711113 Price Per Month Bloom berg Anywhere Subscription 1,640 1,700 1,700 1,800 1,900 1,975 2,000 Dedicated T1 Circuit 495 495 495 495 495 495 495 Hardware Lease - - 150 150 150 150 150 Estimated Sales Taxes 145 145 145 146 13 15 15 Lease Amount 2,280 2,340 2,490 2,591 2,558 2,635 2,660 Annual Contract Amount 27,360 28,080 29,880 31,090 30,690 31,620 31,920 Two-year Contract Amount 54,720 56,160 59,760 62,180 61,380 63,240 63,840 The price for the service is due to increase by $25 per month on July 1, 2013. The total two-year contract price for the new term will be $63,840. Staff is requesting approval by Council to continue utilizing the Bloomberg system and allow for the automatic two-year renewal of the contract. If Council does not approve the contract, the City has until April 30, 2013, to notify Bloomberg in writing of its intention to terminate the service. FISCAL IMPACT The cost of the two-year agreement is $63,840 as outlined below: Single Location Terminal/Bloomberg Anywhere Subscription 2,000/month Dedicated T-1 Circuit 495/month Hardware Lease 150/month Estimated Sales Taxes 15/month Total per Month 2,660/month Two-year Total 63,840 The cost of the system is offset by interest earnings from the City's investment portfolio. Funds are appropriated annually as part of the budget process in Fund 102, Investment Clearing Fund, account number 200010102.5405, Fees. COMMISSIONEOMMITTEE REPORT Does not apply. CITY The referenced documents have been reviewed by the City Attorney and approved as to form. RECOMMENDATION Staff recommends that the City Council approve the continuation of an agreement in the amount of $63,840, for a tvvo-year period, effective July 1, 2013, through June 30, 2015, with Bloomberg, L.P., of New York, for access to a live market pricing and information system used by the Treasurer's office in managing the City's investment portfolio. PR ARED BY: SUBMITTED BY: Michele c. Luna, CCMT Peter A. Weiss Treasury Manager City Manager REVIEWED BY: Michelle Skaggs-Lawrence, Deputy City Manager Gary M. Emst, City Treasurer Teri Ferro Attachment: Bloomberg Price Increase Letters Bloomberg Contract - - Bloomberg L.P. 731 Lexington Ave Tel +1 212 318 2000 - -. - 1 - New York, NY 10022 bloombergcom August 9, 2012 Dear Valued Customer, On December 1, 2012 we will be raising our prices for the BLOOMBERG PROFESSIONAL service. The increase will be $95 per month for multiple location rate terminal or Bloomberg Anywhere subscriptions. This increase represents a less than 3% per year increase over the 2 year subscription term which is consistent with Bloomberg historical practice and links our price increase to global inflation over the prior two years. Further, an increase of $25 per month will be applied to any single location rate terminal or BBA subscriptions. The price increases will take effect on the renewal dates of your existing terminals or BBA subscriptions as they occur after December 1, 2012 as well as any new subscriptions ordered on or after December 1, 2012. Regards, . ea. Daniel L. Doctoroff The BLOOMBERG PROFESSIONAL service. Data and Order Systems (the are owned and disrribiireii locally by filixlmberg Finance LP. aml its subsiilinries in all jnrisctietiuns other ihnn Argentina. Bcrmiida, China. India. Japan and Korea (the BFLP is :1 offlloomberg Li'. BLP provides BF LP with all global ainzl operatioiml support zmil service for tire Services and distributes the either or lhrnugh .1 mbsicliziry in the BLP The Sem'v:cs inelnde electronic trading and order-muting which are only to soplxisricut-311 inslitliliutml investors and only where the necessary legal ele:iram:es have been obtained. BFLP. BLP am] their afliliates do not prnvidi: investment mlx-'ice ur the of prices or infonnation in tin: Services. Nothing im the Servicrs shall eomtituts: an offering of by BFLP. BLP or their zifiilintes. r-zi rn'wir-111m': nrn.1ru?Rr: ru RI rel nrwir-23'-ran': m'inrnT1Mnr1: RI nnMm=m: Bloomberg LP. 731 Lexington Ave New York, NY 10022 August 04, 2010 Dear Valued Customer, On December 1, 2010 we will be raising our prices for the BLOOMBERG PROFESSIONAL service. We wanted to give as much notice as we could to help you in your planning process. The increase will be $65 per month for multiple location terminal subscriptions or Bloomberg Anywhere licenses and $75 per month for single location terminal subscriptions or BBA Hcenses. Increases will take effect on the renewal date of your existing terminal or BBA subscriptions. Thank you for being a Bloomberg customer. Yours truly, 4 . 12m.e<>-ides with all glnbal nmficcting and and scrvicc for the Scrvit-cs and Sr-rviccs cithcr directly or ihniugh Ll subsidiary in the Tlic Scrvitzcs include electronic trading and urdunrnuting wliicli are avaiilablc Hill)' In institutional and only whcru legal clcaranccs haw.' bot-n obtained. and their aflilialcs dil nut pm\'idc advicc or guarantor: Ht" prices nr infonnutinn in the Nothing im the Services shall collstitillz: mi uffbring Ht' financizll by BFLP. 1ll' their affilinlcs. BLOOM BERG MARKETS, BLOOMBERG RADIO. PRESS and are 311]] service marks nfBl71.P. :3 or its s:11hsidiarics_ Tel +1 212 318 2000 bloombergcom Bloomberg 731 Lexington Ave Tel 212 318 2000 New York, NY 10022 bioombergcom August 2008 Dear Valued Customer, On December 1, 2008 we will be raising our prices for the BLOOMBERG service. We wanted to give as much notice as we could to help in your planning process. The increase will be $90 per terminal per month for Multiple Terminal Customers and $100 per terminal I per month for Singte Terminal Customers. Encreases take effect on the date of renewal for your existing terminals. Thank you for being a customer. Yours truly, Dan Doctoroff BLOOMBERG, BLOOMBERG PROFESSIONAL. BLOOMBERG MARKETS. BLOOMBERG NEWS, BLOOMBERG ANYWHERE. BLOOMBERG BLOOMBERG BONDTRADER. BLOOMBERG BLOOMBERG RADIO. BLOOMBERG PRESS and BLOOMBERGKCOM are trademarks and service marks of Bioontberg Finance L.P., a Delaware limited partnership. or its subsidiaries. The BLOOMBERG PROFESSIONAL service (the is owned and distributed locally by Bloomberg Finance L.P. (BFLP) and its subsidiaries in ali jurisdictions other than Argentina, Bermuda, China. India. Japan and Korea (the Countries"). BFLP is a wholiy--owned subsidiary of Bloomberg BLP provides BFLP with at: global marketing and operations: support and service for these products and ctistributes the BPS either directiy or through a subsidiary in the BLP Countries. Bloomberg LP. 731 Lexington Avenue Tel +1 212 6172000 New York, NY 10022 Fax +1 917' 369 5000 bloombergcom August 14, 2006 Dear Valued Customer, On December 15' 2006 we will be raising our prices for the Bloomberg Professional Service. We wanted to give as much notice as we could to help in your planning process. As of December 2006, we will roll out a $75 per terminal I per month increase for Multiple Terminal Customers, $100 per terminal per month for Single Terminal Customers. The price for a Bloomberg Traveler will be $500 per month. We encourage you to ask your salesperson about Bloomberg Anywhere; our technology that enables you to access your Bloomberg terminal from any Internet- ready PC for no additional fee. Work where you want, when you want, with your data and subscriptions intact. These increases take effect on the date of renewal for your existing terminals. Terminals ordered on or after December 1, 2006 will have the new price. The annual price for Trading Systems will increase as follows and will take effect on the date of renewal for your existing Trading System Agreement: Trade Order Management System (TOMS) $125,000 Portfolio Order Management System (POMS) $100,000 Altemative Investment Order Management System - $125,000 This pricing will go into effect for new Trading Systems effective January 1, 2007. We continue to meet the demands of our Trading Systems clients with new products and services. We anticipate the complexity of this business to grow in the coming years. In preparation for this, additional Sales, Service and Development personnel continue to be added to the Bloomberg team supporting these products. Thank you for being a customer. Yours truly, Nfwl? Lex Fenwick Chief Executive Officer Bloomberg LP. 499 Park Avenue Tel +1 212 318 2000 New York. NY 10022 Fax +1 917 359 5000 bloombergcom August 6, 2004 Dear Valued Customer, On December I, 2004, we will be raising the price of the BLOOMBERG service to $1425 per month for locations with multiple subscriptions. Single subscription prices will remain at $1700 per month. Those . customers using a Bloomberg Flat Panel or Bloomberg Flat Panel PC will pay $100 per month or $150 per month extra, respectively. Up to thispoint,' hardware was included' in the single subscription price. These new prices will be phased in over the next two years taking effect when your subscription renews. We have been working extremely hard to augment our content: recently adding every U.S. legal case, foreign exchange liquidity and analytics, much more data on shipping, energy, loans, insurance, people as well as We have many new features about to be released: the launch of a video audio telephone over our network; a dramatically re--vamped and powerful the completion of a comprehensive People database and last, but not least, a large number of enhancements to allowing digital sorting and storing of data. has been a resounding success providing you disaster recovery capability, whilst allowing remote access to your Bloomberg, whenever you want, wherever you want. We are, in the end, a "service" company. 'Our multi-lingual questions per month in under ten minutes and every single telephone call we receive is answered within three rings by a human being. We will continue to innovate in this area. Thank you for your continued support. Thank you for trusting us to make your terminal better everyday. We believe that your Bloomberg offers better value than ever before. Lex Fenwick Chief Executive Officer UL l"f-Pi flg[1D3nlRF$ csac CLIGAPY CuPLvrA3?n suit Ediuh In Nsuaur HELLENE nuuc=?tG uuLi'cN mnufii .3 JausavE55u:n A Ilsfiav Iouson I: MJ I73 I: poms snn=snvc?cu ELL: L-J SEOLL El TE. 'euvu zcusurn t'.fll. 3' 5. TLC I Bloomberg August 26, 2002 Dear Valued Customer: For over 20 years we have endeavored to constantly improve our product, most recently releasing "Launchpad" allowing far greater flexibility than ever before. On November I, 2002 we will be raising the price of the Bloomberg Professional service. Those customers not using a Bloomberg PC or flat panel will pay $1350 per month; those customers using a Bloomberg PC or flat panel will pay $1450 per month. Single subscription customers will pay $1700 per month. These adjustments will be phased in over the following two years; your new rate will take effect upon the renewal of your contract. on or after November 1, 2002. The above rates will take effect from November I for new 'customers. You may rely on us to continue to evolve the product -- searching for new data, writing more analytics, researching more stories and above all striving to improve our customer service in everything we do. We have always valued our customers and are mindful of the pressures you face; we are also subject to the same outside cost pressures and have to react accordingly. Thank you for your continued support, we look forward and hope to be able to serve you in the future. 0 Lex Fenwick Chief Executive Officer BLOCMBERG LP. PARK AVENUE YORK, NY 1C022 TEL +3 212 318 2003 FAX 36:9 5000 Document No. 12fl9/07 (8) 9 BLDOHBERG - . 49et='arkAvanua New NY 10022 Telephone: (212) 313-2540 359-5540 BLOOMBERG SCHEDULE OF SERVICES LESSOR: BLODMBERG LP. LESSEE: CITY cceansres ACCOUNT No: 202485 Be PARTMENT: ORDER DATE: ORDER Na: Aeaness: BILUNG ADDRESS: tPatm9nl?nl:r accented from stung Palttr new new} ecu NORTH cons? HIGHWAY 300 NORTH COAST HIGHWAY OCEAN 92054 OCEANSIDE CA E054 (Gittd ?Stataa'Pmtl.rtne] [Postal Code] {City} {3tetetP:mirIceJ [Postal Code) tmrren snares UNITED STATES USER CONTACT: BILLING CONTACT: Fl I LUND TED-435-3549 MICHELLE LUND 760-435-3549 Lessor and Lessee are parties to :1 BLOGMBERG Number 734 T0 {the "Agreen'tent'}. which sets forth the terms and conditions under Lessor ties to Lessee the described thes-em. The Services tnclu us one r_'ee to Btoomberg Magaflne for each user of the BLOUMBERG service. All rattles. relocstrons. equipment mudtficattons and other chart requested by Lessee related to the Services will be oh ed at Less prevailing rates and Lessee will be invoiced accordingly. IE Iccai dedlcat circuits for network access we provided by Lessor to Lassa. the charges or such dedicated Iucal circuits are net guaranteed for the term ct' tnqreases discounts to such charges may be made on sixty days written notice and customer retccatlons -may resutt in rmrnedisls-price adjustments for such local ctrcurts. QUANTITY TYPE OF SERVIGESIEQUEPMENT ORDERED UNIT COMMENCEMENT DATE OF TERNI 15"FlatPn| MPG Lease 1,640.00 01 Detilcated 495.00 Agreed to by: Agreed to by: CITY OF OCEANSIDE BLCIOMBERG LPprint] By: General Partner Signature (Duty authcri ctficer. partner or proprietor) _S+evm R. Jeasm Name (Please type or print) Mamaer Titte (Please Iypeor 19- rim is Date Date (C) 2001 flluombetg LP. All rights reserved. BLODMBEFIG. BLOOMBERG PROFESSIONAL. BLOOMB ERG FINANCIAL MARKETS, BLOOMBERG NEWS. BLOOMBERG TRADEBOOK. BLODMBERG and BLOOMBERG TELEWSION are trademarks and samba marks of Bloamberg L.F., a Delaware Limited Partnership. *'t'ttis tote: does not include fees fer @llme exchange and third arty information services or applicable taxes. Alt applicable taxes. Including wtlheut limitation. sales taxand VAT. shat! be added to the charges for the Senrices and set on the Invoices. If tax-vexentpt. a c3p_|ycf the $tatetFcret'gn 'fax Exempt Certificate must be I ll mu ll ill film I Oi iciiliiwmll 3. Customer Signature: EIEEHI er Pursuant to the Agreement. Lessee has requested Lessor to provide the Services at the stated equipment a'o'-zlress (as noted on the face of this Schedule}. The Services may also include the receipt of Bloomberg-distributed television programs). in such event. Lessor will install. at its expense, the satellite dish and receiver at Lessea's necessary to receive the programs). Lessee shall bear the cost of cabling from the Equipment to the salalite dish and if necessary other related equipment and shall be responsible for ohtalrling the neceasmy eudtorizatlons. space. roof rights and rights-of-way for proper installation of the satellite dish. receiver. cabling and related hardware. The shall be displayed by i.essee,cn such Equipment receiving the Services. This process and cabling must be completed at. or prior to contract new andlor relocaticnlsi. The initial Term {as defined in the Agreement} is from the first day Services are provided to the second anniversary of that date. The Terrn for any additional Services shall commence on the tire: day such additional Services are provided. The fee commences the day following actual installation and shalt be invoiced quarterly in advance. To the extent permitted by law. Lessor may send and Losses agrees to receive imroiccs we areal. Charges for installation. relocation. removal or other changes to the Equipment shall be parable upon presentation of an invoice therefor. Any fee increase of which Lessee Is notified in accordance WW1 the Agreement will take effect" as specified notwithstanding the issuance of a Schedule setting forth the then current fee. -1 - 1 . In the event this Schedule provides. or may from time to time provide. for one or more IBLOOMBERG ll. IV or Flat Panel screens. the Lessee agrees notto separate. unbott. move. modify. intefaoe. duplicate. redistribute or otherwise disconnect any one. both. orfour at the BLOOMBERG ll. BLCIOMBERG IV or Flat Panel screens. or use any one. both or four of the screens In a manner inconsistent with the terms or this Agreement. without Lessors prior written consent. Unauthorized access or use is unlawful and Lessor shall have all recourse and rights as set forth in the Agreement. The lease term for the BLOOMBERG ll. IV or Flat Panel shat he the same that of the specific BLOOMBE RG PROFESSIONAL to which it is attached. The Lessee's fee applicable to the double screen shall the date following actuat installation. - in the event that this Schedule provides. or may from time to time provide. for a too for Services calculated on the basis of a shared iocad network at the same physical location or terminals. than at such time as the network is no longer shared. or multiple terminals are no longer leased. the fee for Services shall be increased to the prevailing rate for Services provided on an unshared or single terminal bests. in A 9 - The Services shall be made available to Lessee by meals of the thorized equipment set forth on the face of this Schedule or the Authorized Computers as set forth in the Datatew Addendum (the 'Authorized Equipment'). Lessee agrees that it will access the Services only through such Authorized Equipment. In no event will Lessee reclrculate. redistribute or otharnlise retransmit or re-route the Services to any other equipment or display or permit the use of any informalon included In the Services on any other equipment or display device. Lessor shall have the right at arrylirne. or from time to time. to change the technical specilicatlons of any-aspect of the Services and. In such event. Lessee shall take all reasonable steps. at its osqaense. to modify. reconfigure, upgrade or replace the Authorized Equipment in order to maintain compatibility. functionality. quality. speed and convenience at the services. . Lessor shall have no for installing. labeling. testing. maintaining.-relocating or removing the Authorized Equipment. or for training or providing support documentation to l.essee's employees in the use of the Authorized Equipment. All cabling. connections and any interface (Including .hardware. software. network orolherwlse) between Authorized Equipment and Lessors Equipment are the responsibility of Lessee. NOTWITHSTANDING THE ABOVE. LESSOR SHALL HAVE ALL RIGHTS WITH RESPECT To THE AUTHDRIZED BUT NOT LIMITED TO ACCEES. AND LESSEE SHALL HAVE ALL OBLIGATIONS AND WITH RESPECT AS ARE STATED IN THE AGREEMENT WITH RESPECT To EQUIPMENT GENERALLY. In addition. Lessor shall have the right to participate in the provision of training and the preparation of support documentation relating liothe use of the Services by means at the Authorized Equipment. although Lessor shall have rioobligation in this regard. In addition to those limitations on liability contained in the Agreement. Lessor. its olficers. 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 Lessor. its ernpl-oyees. sub-contractors. agents. equipment vendors or otherwise. arising In connection with the use. installation. or provision of the Services by means at the Authorized Equipment and shall not he Eiable for any lost prolirls. punitive. Incidental or consequence damages or any claim against Lessee by any other panyr-iith respect thereto. Lessee agrees that Lessor is not responsible for any fault. inaccuracy. omission. delay or any other failure in the Services caused by l_essee's hardware. eottware. cabling. network services. orarising from Lmsee's use of the Services on such equipment. {hi {cl (til I PL (at) THE BLOOMBERG TRAVELER: (I) must be associated with a specific service license leased by Lessee; {Ii} will not be used for an extended period of time in 8 time zone different than that of Its associated BLODMBERG PROFESSIONAL service license; (ill) will disenable the associated (ermine for a carton period of time: and (Iv) is leased and may be tenninated upon 30 days' prior written notice to Lessor. Lessee will incur a connection fee for any relocation or Lessor-provided software orservices. Lessee-provided hardware and software must meet all technical specifications provided by Lessor. Lessee accepts responsibility for properly loading, maintaining and upgrading THE BLOOMEIERG TRAVELER sottvrare on Lessee-provided hardware. in accordance with Lessors Instructions and procedures. The sottware is fumished undertheAgreemonl and may be used only in accordance with the terms of such Agreement. Except as provided in the Agreement. the soflware may not be: (I) copied, broadcasted. reproduced. ported or otherwise routed toor used In any fashion on any non-authorized computer or display or in any other application: {it} recompiled. decompiled, disassembled. reverse engineered. made into or distributed in any form oi deductive work; {Ill} modified. adapted. translated. rented. leased. loaned. resold. distributed or. except as provided in thengreement, networked in whote or In part: or (iv) used with any other terminal, network. or device except as permitted by this Agreement. LESSDR MAKES NO WARRANTY OF ANY KIND WITH REGARD TO THE SOFTWARE. INCLUDING. BUT NOT LIMITED TO. THE IMPLIED WARRANTIES OF AND FITNESS FOR A PARTICULAR PURPOSE. Lessor shall not be liable for errors contained in the software or for indirect. incidental. consequential or special damages in connection with the fumlshing. perfonnance or use of the software. (bl This Schedule. and any amendments herein. may he executed and delivered by facsimile or electronic mail. Any such facsimile or electronic mail transmission shall constitute the final - - conclusive proof of such agreementtl2llJ1 Acct: 232435 Agmt: Ord: Facsinilgtr 917-369-55-ll-it sens AGREEMENT LESSOR: BLOOHBERG L.P. LESSEE: cm or ACCOUNT: 202485 ncneeusm: cent-2R: 784870 mun wm) Lessor rees to Lessee the equipment and services described and referred to in paragraph 1 of this Agreement. and Losses subscribes to such services accordance with this Agreement. . The services provided hereunder the 'Servlces") shall consist of a nonexclusive and nontransferable license and lease to use the BLOOMBERG servicesoftwre. ate and equipment (the 'Equ|pment"} described in th of Services annexed hereto. as the same to tirn the "ScheciuIa"i, in accord anoe v.r'th this Agreement. 2. . Ea) This Agreement shatl be effective from the date it is accepted by Lessor and shall remain in full force and effect thereafter until the data that is two years after the date that the Services re that provided {the 'Term"}. unless earlier terminated during the Term or any renewal thereof. as follows: {it Lessee shall have the right to terminate this Agreement _at any time upon not teas 60 days' prior written notice to asset and upon payment or the charges set forth in paragraph 3 ufthis Agreement: and Lessor chat I have the right to terminate this Agreement at any time immediately upon written notice to Lessee in the event a breach by Lessee of any of the provisions of this Agreement. The Term shall be automatically renewed for successive two-year periods unless Lessee or Lessor elects not to renew by giving not less than 50 days' prior written notice to the other. If this Agreement is renewed for any additional period beyond the initial Term. the ar es pa bis pursuant to paragraplltiezie} hergof for such renewal period shall be calculated at the prevailing rates then offered by Lessor. and the Suharto shat be considered to amen aocor ng y. ta) Eessaa agrees to pay Lessor the amount indicated on the Schedule. (lhafty applicable taxes for the Services. any levies or fees 'imposed or charged by exchanges or other information services or sources dis aylad throng the Services at Lass ee's request and any charge for installation. relocation. removal or any other changes to the Equipmentupon presentation of an invoice therefor. {bl Lessee email be responsible for and shall pay for all costs of commun cations (including. without limitation. access}. electrics and common carter ulprneiit installation charges incurred in connection with the Services. Lessee shall obtain all necessary authorizations from exchanges and other intormat on vendors and anal! pay for each lhi arty -information service accessed tor display through the service. The total month charge does not include rnonthiy fees for "real-time" exchange a third party information services. if Lessee selects any of these services. Lessor submit the appropriate applications for such services. a price list. and bill accordingly. Lessee agrees to pay any taxes. assessments. fees or penalties In respect or thaservices anrlior the Equipment which may be Lessee's regal respons bility to pay. in addition, Lessee agrees to reimburse Lessor for all property taxes andlor assessments with regard to the value of Lessofe Equipment in service at Lessea's premises. In the event this Agreement is terminated by Lessee pursuant to pa-a t?fm hereot or Lessor pursuant to paragraph Ziaiifii hereot. Lessee shall be liable for ail amounts payable ursuant to pa-agrephs 3(a) and 3&1} rough the etc of termination plus a termination charge in an amount equal to 50% of the charges caicu ated in accordance with the Schedule for the balance of the Term. The Services may also include the receipt of Bloornberg-distributed television pr ramlsl. in such event, Lessor will install. at its expense. the satellite dish and receiver or other aitemaitve distribution device. at Leaaofs option. soc as cable television or cellular receiver (the 'Broadband Dlstiibtition Davies") at Lessae's office necessary to receive the prograintsl. Lessee shall bear the cost of cabling from the Equipment to the Broadband Device and if necessmy other related equipment and all be responsible for obtaining the necessary authorizations. subscriptions. space, roof rt his and rights-of-we for proper instsiiation of the Broadband Device. cabling and related hardware. The programs) shall be display by 4 I Lhessee or; each LEIOMBERG PROFESSIONAL screen. . _l1_t ufion Lessee ate. Lessee shall not distribute data to other users of the Services by means of the Equipment without the prior written consent of Lessor. Notwithstanding the above. in the event Lessee coritnbutes prices to the service. Lessee hereby grants to essor. and Lessor hereb accepts. a nonexclusive. world-wide license to use such prices in the develo merit of Lessors eneric prices or "fair value" or other similar pricing mode . This paragraph is not intended to prohibit Lessee's use of the mmsage lemillgirltiuded in the ervices. as. a LESSOR MAKES NO WARRANTY. EXPRESS OR liviPl.iEtZl. AS TO RESULTS TO BE A'l'i'AlNEi'.'l BY LESSEE OR OTHERS FROM THE USE OF 'i't-iE EERVICES. OR THE EQUIPMENT BY WHICH THE SERVICES ARE PROVIDED. AND ARE NO EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A. PURPOSE OR USE. Lessor. its suppliers. and its third party agents shall have no responsibility or liability. contingent or otherwise. for any iniury or_damages. whether caused the negligence of Lessor. its employs . subcontractors. agents. ego pment vendors or otherwise. arising in connection with the Services rendered un er this A reemertt. or the use of the Equipment and shall not be liable for any lost profits, losses. punitive. incidental or consequential damages or any claim age Lessee by any otter party. The information and data contained in the Services are derived from. sources deemed reliable. but Lessor and its suppliers do not guarantee the correctness or com lateness of any programs. data or other information furnished in connection with the Seivices._ Lessor shall not be responsible for or have any iiabl ity for any in uries or-damages caused by the Equipment or by delays or interruptions at the Services. from whatever cause, and shall not be iiabie for damages arts from the use or resence of the Equipment on Lessee's premises. Lessee is solely responsible for the accuracy and adequacy of the data and information used by it and a resultant output thereof. Lessor shat have no liability or responsibility for the security or maintenance of any data input by Lessee. Lessee shall indemnify Lessor and hold it harmless and at expense defend Lessor against any loss. claim. demand or expense attorneys' fees) arising in connection with the use of the Services by Lessee. To the extent permitted law. it is agreed that the liability of essor hereunder for damages. regardless of the form of the aciron. shall not exceed the fees payabte by Lessee for he Services for a pBf_lO?l of six months. and that this shall be Lessee exclusive remedy. No party shall be liable to the other for any default resulting from force majure. which shall be deemed to include any circumstances beyond the reasonable control or' the party or parties affected. No action. regardless of form. arising out of or perlelnin to an of the Services or the Equipment may be brought by Lessee more than one{'t) year after the cause of action has accrued. (bi) Notwithstanding any ilm contained in paragraph 5(3) to the contrary. Lessor agrees to indemnify Lessee and hold it harmless and at Lessofs expense defend Lessee against any claim that the programs. data. information and other items pi'O'_ll'ld6d by Lessor hereunder infringe any copyit ht, trademark or other contractual. statutory or common law rights; provided. that Lessee notifies Lessor in i_ivritlng of the claim. {it} Lessor all have sole control of the settlement and defense of any action to which this indemnity relates, {ill} Lessee cooperates in every reasonable we to facilitate such defense. and v) if_L_essee becomes aware of any suspected infringement by a third party of any propnstary of Lessor. Lessee all notify Lesser of sun activities. {Additional terms on next page with required acknowledgment] Agreed to by: Agreed to by: CITY OF OCEANSIDE BLODMBERG L.P. Company lea pr t) By: BLOOMBERG General Partner Sign thorized otficer, partner or proprietor) Naaemeafie type or prin Title {Ptelase type or Hint) I (9-5 i Date Date 6 2051 LP. All I is cl. BLODMEIERG. BLDOMBERS PRDFESSEUNAL. BLOOMBERG FINANCIAL MARKHS. BLOOMBERG NEW . B6 EILOOMBERG TELEWSION are traderriarks and servicemaztcs of Bloomberg L.P..aDe|awaIe Limited Partnership. 3 BLOOMBERG I ll ill 5. R. if?' lliirisnlami T. 18. 11. 12. 13. 14. '15. 18. 11'. Customer Signaturethe event of a breach or threatened breach in any of the provisions of this Agreement by Lessee or any .. ..s employees. representatives or Lessor shall be entitled to idunctive relief to enforce the provisions hereof. but nothln herein shall preclude Lessor from pursuing any action or oti1er remedy for any breach or threaten breach of this Agreement. all of which shaii be cumulative. in the event Lessor in any such action. Lessor shall be entitled to recover from Lessee all reasonabte costs. expenses and attomeys' fees incurred in connection therewith. A3 reasonable protection of the proprfet rights of Lessor and others in the information provided through the Services and uipment. to avoid breach of Lessors obligations to such in and to avoid unnecessary uncertaint . burden, and expense for all parties. essee acknowledges and agrees that the dissemination or distribution Lessee of information identical or similar tot at provided through the Services and the Equipment shall be deemed a breach of the terms of paragraphs Bite through gird) thereof and shall give rise to an immediate right of Lessor to tennln ate this Agreern ant or any portion of the Services provided hereunder. art as. Lessee recognizes that Lessor, its partners. suppliers and their respective affiliates. each have rights with res pact to the Services. including the software. data. information and other items provided by Lessor by reason of Lessee's use or the Services. Lessee and agrees that the rovislons of paragraphs 5 and of this Agreement shall be for the benefit of Lessor. its partners. suppliers. and their respective iliates. successors and ass ns and that the term "Lessor" as used in such paragraphs Includes Lessor. its partners, suppliers and their respective affiliates. Lessee agrees to provide network access per i.essor's currentspecilications. at its expense. such specifications may include both dedicated and dial back-up Enos permanently connected and dedicated to the Equipment or Internet or alternate network access. The sole purpose of the dial lti'l83 shall be to provide communications backup for the Services. Lessor is not responsible for the reilabili or continued availability of the telephone tines and communications equipment, other than communications equipment supplied by Lessor and used by cases in accessing the I-lowever. Lessor shall attempt to resolve any communication tine probtems with respect to the accasslbii ity of the Services. . (a The Services and the Equipment are solely and exclusively for the use of Losses and may not be used for any illegal purpose or in any manner inconsistent with the rovislons this Agreement. Lessee acicnowledges that the Services and the Equipment were developed. compiled. pi-spa-ed, revised. setiacted an arranged by, Lessor and others {including certain information sources) through the application of methods and standards of judgment rievaioped and applied 1 rough the eiiperiditure of substantial time, effort and money and constitute valuabie intellectual property and trade secrets of Lessor and suc others. Lessee agrees to protect the proprietary ri his or Lessor and _all others having rights In the Services and the Equipment during and after th Term of this Agreement. Lessee shall honor a_n CtJl1'JJ{fi with all written regiuests made by Lessor or its suppliers to protect their and others' contractual. statutory and common [aw rights in the Servic an Equipment with a same degree of cars used to protect its own proprieta rights. Lessee agrees to notify Lessor In writing upon becoming aware of any unauthorized access or use by any party or of any claim that the ervices or the Equipment infringe upon any copyright. trademark. or other contractual. statutory orcommon law rights. Lessee shall not access the Services through any medium or equipment which Lessor has not authorized in writing. nor may any medium or equipment by which the Services are provided he moved. modifiegi. interfaced. copied. broadcasted. reproduced. ported or otherwise routed with or to any other equipment without Lessors prior written consent. services express! protrided by Lessor for operation on own equ_l merit shall be furnished without warranty as to fitness or performance with suc equipment. and Lessee shalt bear all cost and res onsi liity for such equipment. Unauthorized access or use is unlawful and Lessor and its suppilers shall have all rights provided by law to prevent suc access or use and to cotlect damages in such event. Lessee agrea to notify _l_ossor In prornp_liy upon becoming aware of any unauthorized access or use. Lessee shall not deccmpile. disassemble. reverse engineer. or make or distribute any other form of. or any derivative work from. the Services andior the qu pment. re) The analysis and presentation lnctuded in the Services may_not be reciicuiated. redistributed or published bfi1l.osaeo except for Internal purposes without the prior written consent or Lessor and. where nocoss ary. with certain sources of the information included in a services. (it) Lessee shall not use any of Lessors trademarks. trade names, or service marks in any manner which creates the impression that such names and marks belong to or are identified with Lessee, and Losses acknowledges that if has no ownership rights In and to any of these names and marks. Cornmenoement of the Services is contingent on the of the hardware. network access. communications egulpmerit and facilities to Lessors specifications. At Lessee's expense. Lessee shall In_str_iil or have installed on t.essee's premises. and shalt modify from time to time at Lessor's request. all cables. wires. devices. connections or other transmission media equipment and electncel. communications and network connections specified by Lessor. 'Lessee snail not make use of any cables, wires. devices. connections. equipment or network access In connection with the Services not approved in writing by essor. - Upon termination of this Agreement for any reason whatsoever, Lessor shall have the right to remove the Equipment and software by which the Services are provided at Lessee's expense. to Progem. Any Person or persons designated by Lessor shall have access to the Equipment at all reasonabie times for the purposes of installation, Inspection, ma enance, repair. relocation and removal. Lessee acknowledges and understands that Lsor may monitor. solely for operational reasons. Lesseds general use of the Services. Lessee shall at all reasonable times permit Lessor to have access to the location where the Services are provided for the purpose of ascertaining the use made of the Services. Lessor to the best of lm ability shall maintain and keep the Equipment in good world order and condition so that it will perform its functions satisfactorily. THE FOREGOING. LESSOR SHALL HAVE NO LETY OR LIABILITY FOR THE COMMUNICATIONS WHICH LESSEE ACCESSES THE SERVICES AND LESSEE SHALL INDEMNIFY LESSDR AND HOLD IT HARMLESS ANY LOSS. CLAIM. DEMAND OR EXPENSE (INCLUDING REASONABLEE ARISING CONNECTION WITH THE USE OF SUCH THIRD PARTY COMMUNICATIONS Lessee shall be responsible for the safekeeping of the Equipment from the time it is received on Lessee's premises and shail take reasonable steps to prevent abuse to the Equl ment. Lessee shatl be responsible for all physical loss. theft. or damage to any equipment used to deliver the Services to Losses and shall pay Lessor a full replacementcost of the Equipment as liquidated damages unless such loss. theft. or damage is due entirely to the fauit or negligence of asset. hleither Lessor nor its suppliers or third party agents shall be responsible or liable. contingent] or otherwise. for any personal injury or property damage ansing out of the installation. relocation. maintenance. use or remove! of the Services qulpment. Relgcatlo . On reasonable prior written notice. which shall in no event be less than E-D days. and at Le_ssee's ear _ense. Lessor witl relocate all or any part of the uipment_ Scheduling of such relocation shail be contingent on availability of communication lines. faciities, equipment and labor. Lessee acknowle gas that lnteriruptlons of Services might resultfrorn such reiocation and that the provisions in paragraph 5 hereof apply to any such interruption. Lessee shall! have the right to assign this Agreement or the rights hereunder only with the consent of Lessor which, in the case of an assignment by Lessee to any of its affiliates that are in substantiaiiy the same business as Lessee. shall not be unreasonably withheld. Qomgigtg Agreement-. gr Waivers; This Agreement. together with the Scheduleisi. which is incorporated herein by reference. is the compiete and exclusive statement of the agreements between the parties with respect to the subiect matter hereof and supersedes any oral or written communications or representations or agreements relating thereto. No changes. modifications or_ waivers regarding this A reement shall be binding unless in writing and signed by the parties hereto. This Agreement. including the Schedule. and any modifications, waivers or noti ications relating thereto. may be executed and delivered by facsimile or electronic maii. Any such facsimiie or electronic malt transmission shati constitute the final agreement oi' the parties and conclusive proof of such agreement. Lessor and Losses intend this Agreement to be a valid legal instrument. and no provision of this Agreement which shall be deemed unenforceable shall in any way invaiidate any other provisions of this Agreement. alt of which remain in full force and effect. The headings in this Agreement are intended for convenience of reference and shall not affect its interpretation. This Agreement is made and entered into in the State of New York and shall be governed by and construed in accordance with the laws of the State of New York without lving effect to the oonfliots-of-law provisions thereof. The parties hereto. their successors and assigns, consent to the jurisdiction of the courts of the State of ow 're. 55-. . .- 1 - proceedings that may resultfrom a dispute as to the interpretation or breach of any of the terms and conditions of this Agreement at . DT: 101 AQIUS 05109 ll ll Pg: 2 of 2 Bloomberg Addendum to Bloomber A reement AMSYEEDJKM ATLANTA ADDENDUM to Bloomberg Agreement No. dated June .2001 between City of Oceanside ("Lessee") and Bloomberg LP. ("Lessor") 9060M 805435? 232%" 1. PARAGRAPH 13 Delete the Paragraph-1n ats enttrety. BUENOS AIRES CALGARY CA NE ERRA CM CHICAGO COPEHI-IAGEE I Agreed to by". Agreed to bar. CITY OF OCEANSIDE BLOOMBERG L.P. Demon am Type cr print) 33!: BLODMBERG INC.. 3333;, General Partner GENEVA HONG KONG natute (Duly arized afflcar. partner Orrproprielor) HOUSTON epsaq esnwam mmam ERUSALEM JOHMNES BUEG KUALA LUMPUR UMA IJSBON LONDON Date Date Los ANGELES Account: 202485 Addendum: Order: 784870 DT: 111 Pg: 1 of 1 MEI. so URNE Mexico MIAMI MILAN MENNEAPOLE5 MUMSAI NEW YORK Osman OTTAWA PALO ALIO PARIS PITTSBURGH PORTLAND PRAGUE RM PRINCETON 5.10 PAULO 5! . SEATTLE i SEOUL SHA HGHAI DUANE BENN ETT SINGAPORE STOC HOLM Gfly Attorney 33;? IAMPA ran. A Torre TOPONI vmcouvrn ~.ua-sum TOH DC IUEECH BIOOMBERG 1P PARK AVE. NEW YORK. NEW YORK '[0022 TEE 212 313 2000 OUISIDE OF NY CITY 3110 443 5618 FAX SIJDD LP. Telephone: {212} 313-2540 Faosirnliet {212} 202485 784870 BLOOMBERG DATAFEED ADDENDUM ACCOUNT Ho: ORDER No: Addendum to the Bioomberg Agreement No. 734370 {the 'Agreement''} between Bioomberg LP. or "Lessor"] and CITY OF ('Lessee'). ["539 4! 5. Agreed to by: CITY OF OCEANSIDE Company Name (Please Type or print) Lessorand Lessee are parties to the Agreement referenced above and the Schedule(s) of Services (the 'Schedule"}. Lessee has indicated a ctesireto receivecertein information contained In the Services (the 'information") by means or adatafeeci (the "i'Jatafeed") and to distribute the information and Reformatted information (as horeinatter defined} to Bioorribergoeslgnated computers of Lessee equipped with a Bioomberg-supplied keyboard anrtior Btoomberg proprietary computer boards (the "A1.lthorizer;i Computers"). Lessor is willing to provide to Lessee the information by Datefeed. subject to the tonne and conditions of the Agreement. and as amended by this Addendum. Cepiteiizod terms which are not defined herein shalt havlethe meerlings stated in the Agreement. if there are any inconsistencies between the terms of this Addendum and the terms of the Agreement, the terms of this Ntdendum shafi apply. "Limited Armour" shaii mean a portion or amount or information that. overrated quantitatively erldror quaiitaiiveiy. in Lessors sole judgment. does not materiaily prejudice the of Lessor to exploit the |r1fol1'netion or the ability of any source of any part of such lntormation to eorploil such part of the inforrnation or each case to realize revenue in connection therewith. "Ftei'ol'matted Information" shall mean information in aform In which the underlying information. in Lessors solejudgmerlt. remains tderttitimio. 'Derived Information" ehaii mean infon-nation used by Lessee for the purpose of carrying out cdcuiations and displaying the resuits. 'System' shall inoiude. without limitation. any software. hardware orother equipment or services used by Lessee to receive. store, analyze. manipulate or process the information. Reformatted information or Derived information. Lessor agrees that Lessee may. sot-eiy for the purposes and on theoonditions set forth in this Addendum. receive the information by means of Bioomberg Datafeed into Authorized Computers or Lessee. Lessee may use the irrtorrnailon. Rerormatted Information and Derived information for Lessees internal business purposes. including without timiteticn. as input to computer applications on Autitorized Computers. in no event will Lessee permit the Information. Fteforrnertted information or -the Derived information to be used in anyway not authorized by Lessor. In no event will Lessee permit the Information or the Retom-ratted information to he moved. copied. broadcast. reproduced. ported. or otherwise routed to or used in any fashion on any non-Authorized Computer. printer, display. or application: that Lessee may store the irriormartlon. Reformatied information and Derived information as set forth herein. Lessee wiil take all steps reasonably necessary to ensure that Lessee's employees comply with all provisions of the Agreement. including this Addendum. aid will obtain from its employees appropriate agreements regarding confidentiality and non-disclosure to prevent unauthorized discioeure and misuse during and after ti1e'l'errn. Notwithstanding the provisions of the paragraph tilled 'Restrictions on Use' set forth in the Agreement and subject to paragraphs 1 and 4 (Rights to Use) of this Addendum. in the ordinary course of business, Lessee may use and disseminate a Limited Amount of the information and Reformation information to support the primary business of Lessee; pnpyidog, beam. that Lessee may not use or dissernlnate the information. Rotor-matted information or Derived iniomration in any manner which could cause the information so used or disseminated. in Lessors sole good faith iudgment. to be a source of or substitute for the information otherwise required to be supplied by Lessor or avaiiabie from Lessor. Subject to the foregoing restrictions. Lessee may use the information. Retormatted information and Derived irtiormation in Lessee's services in the nature of providing company research to its customers. trade reporting. portfolio reporting and trade proposals- The number and location of the Authorized Computers are set forth on the Schedule. Lessee agrees that each Authorized Computer. printer and Bioomherg controller will have a unique address. which vriit be provided to Lessor prior to installation. Lessor shall have all rights with respect to the Equipment provided by Lessor. including. but not limited to, access to such Equipment: and Lessee shat have all obligations and responsibilities with respect thereto. as stated in the Agreement. Lessee agrees to comply with all restrictions on use required by providers of Exchange Date {as hereinafter defined} or Additional information (as hereinafter defined). Lessee understands that third-party contributors may choose to inhibit or prohibit their information from being accessed by Lessee via the Datafeed. (Additional temts on next page with required acknowledgment] Agreed to by: BLOOMBERG L..P. By: BLOGMBERG Genera! Partner Stgnahlre (Duly authorized off er. partner or proprietor} Steven Q. Name Please type or print) Title Date .5 (Please 8V or print) to-It-9! Date 2001 Eiloornberg LP. Ailirights reserved. BLDOMBERG. BLDCIMBERG PROFESSIONAL. BLOOMBERG FINANCIAL HIARKETS, BLDOMBERG NEWS. BLOOMBERG TRADEBDOK. BLOOMBERG ONDTRADER. and BLOUMBERG are trademarks and service merits -of Bloombeng L.P.. a Delaware Limited Partnership. DT: ill ll Pg: 1 ef2 Datafeedt H99 i Ilill Ill Ill Ir . 'tr - it is expressly agreed betvveeri the parties that the 'rights graded to Lessee under this Addendum do not Include t'he right to store all or any part of the information or Raformatted Information in databases for access by any non-Authorimd Computers. service Icense subscribers or my 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. Lessee may. solely for access by and use on the Authorized Computers. store the irrforrnetion and Reformatted Information on Lesseds network server for the duration of the term of this Addendum. Upon termination of the Agreement or this Addendum for any reason whatsoever. Lessee sheti use its best efforts to delete or purge any and all information and Reformatted Irrfonnetiorr. including copies of the information and Reformatted Information from any Systemic) Lessee used with the Information or Refonnatted lnfonnation and Lessee shall immediately. upon such termination. cease using any aid at information and Reformetted lnfonnetion. Lessee shalt provide Lessor with evidence satisfactory to Lesser of alt such deletion and cessation of use. At any time thereafter. if Lessee finds my information or Reforrnatted information on any of its systems that was not deleted or purged. Lessee shall at that time delete or purge such Information. Upon termination of the Agreement or this Addendum, Lessee shall not be required to delete. purge or cease pennitted use of (I) Derived Information or {ii} any infomtation or Reformatled information that Lessee is required by a tags! or regulatory body of competent jurisdlotion to maintain for infants] reporting, archiving or storage purposes after such termination. 10. Notvrithstending anything to the contrary contained in this Addendum or the Agreeirient. Lessee may not use any portion of the Information. Fteformatteo information or Derived Information in any manner that is competitive with any product or service then being offered by Lessor inoiuding. but not limited to, any use of such date that mayr. result In the disptacer-nentcf an existing subscription of. or the loss of a poterrtia subscription by. athird partyto Lessors Information services including. without limitation, services with respect to Additions information {as hereinafter defined}: or result in a reduction of Lessee's existing or potentid subscriptions to Lessor's information services. irtctuding but not limited to, the number of Authorized computes and etcoussnc PROFESSIONAL service licensees under the Agreement receivins the information: or to} prejudicethe rights of Lessor or-any sources of any pater' the Information to exploit its respective portion of the information. If Lessor believes in good faith that such service or product of Lessee competes with Lessor in the manner specified move. Lessor may terrniriate this Addendum andior the Agreement. pursue any and all remedies in respect of such breach. and mayroquire that Lessee discontinue its use of the information and Fteformattsd information and the provisions of paragraph 6 hereof. Lessor reserves the right to audit and monitor {whether physically or electron}-caiiy} the requests of Lessee for the information. the Ewhatige Data, and Additional information and (ii) the number offituthortzacl Computers enabled to access the information. Exchange Data and Addilicnai information. Subject to the terms of this Addendum. Lessee shall allow Lessor access to any of its premises and appropriate access to the Authorized computers at oil reasonable times for the purposes of such auditing and rnonitoring. Lessee agrees that if as a result of auditing or rnoriltoring by Lessor under paragraph 8. Lessee is shown to be using the information or Raformatled Information on nort-Authorized Computers. except as permitted by this Addendum. or other computers enmled to access Exchange Date or Additional information additional to those listed on the Schedule. Lessee shall be liable to pay additional charges endfor Enchartga Fees (as defined herein) andior Additional information Fees (as defined herein} in respect of each such computer or display. such charges or fees to be calcutated from the day following actual installation of the initial! services. in addition. Lessor shall have the right in such event to terndnete this Addendum andror the Agreement and to pursue any and all remedies in respect of such breach. The number and iooation of Authorized Computers enabled to access Emcharige Dale and Additional information are as showri on the Schedule. 11. 12. 13. Lessee agrees to maintain a tog and produce a report to Lessor on a basis. or as reasonably requested. listing the number of Authorised Computers per location and the unique address of each Authorized Computer. - As requested by Lessor. Lessee shall provide to Lessor a certificate signed by Lessoe's extemai or intemal auditors or such other authorized person acceptable to Lessor verifying the most recent of the reports referred to In paragraph 1 1 above and the service chages paid by Lessee and coniinriing that Lessee is in compliance with all terms and conditions of the Agreement and this Addendum. Lessee will include in the report the number and location of Authorized Cornputers enabled to access stock and commodity or other exchange data included in the Services ("Exchange Data") information included in the Services under agreements between Lessor and the providers of such infonnatton ("Additionaiinforn1stion"J. as are shown on the Schedule. Lessee sheil pay all fees charged by the relevant exchanges for access to Exchange Data ("Exchange Fees') or fees charged by the retevant third party for access to Additional information ("Additional information Fees"). Lessee 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. 14. Losses agrees to identify the information and Refonnatted information by displaying it in accordance with the foiiowing rules: 15. 16. 17. any third-party contributed data contained in the Information shall be Identified by the name of the third party or as otherv.-ise required by such contributor. any data contained in the information and Refonnetted Information contributed directly by Lessor shall be identified as Elioomberg data. Lessee will ensure that all realdinte information is displayed with the Lessor time stamp as supplied to Laces and will use its best efforts to ensure that: (at) its computer system will respond in less then three (3) seconds to all requ sets to dispiey the information a permitted by this Addendum and the Agreement. where the Information is displayed in real-time. it will be displayed in less than three (3) seconds from the time it is receivedthtough the Datafeed into the Authorized Computers. Lessee pass on all Lessor-provided system status messages to the Authorized Computers which are displaying any information and Retormetted information. Ail Exchange Date and Additional information shalt be displayed by Lessee in accordance with the rules of the relevant errchangs-is) and Additional Information providers. Toms grid gligigng 18. 19. 20. Stgnatu flit: Lessee agrees that Lessor is not responsibie for any fault. inaccuracy. omission. delay or any other failure in the information. the Fteformatted Information. the Derived information. the Exchange Data or the Additional Information caused by 1.essee's computer equipment or arising from t.essee's use of the Information on such equipment. if Lessee is of Trading or Portfolio system userof Lessofs information systems. paragraphs and 14 of this Addendum shalt not apply to information which originates from securities storaged In Trading or Ponfoiio swtern. This Addendum, Including any modifications. waivers or notifications rotating thereto. may be executed and deiivered by facsimile or electronic mail. Any such facsimile or eioctronic mail transmission shall constitute the final agroernentof the parties and conclusive proof of such agreement. D'i':107 Pg:2of2 Datafeedflias 202485 Asmt: 734370 784870 Acct: Drd: IW Thank you for your order! Attached please find the documents rotated to subscribing for real-time exchanges on your new EILOOMBERG service. This page will briefly outiine the important exchange related information. The first attachment, Real-'rrna Order Form, is for ordering real-time exchange access on your new Please make sure all fields are completed and that the document is signed by an authorized representative of your company. Please note that some exchanges may require additional subscriber agreernerrts, it not aiready secured, for each account. These exchanges are indicated on the order form with an asterisk when required. the agreements will be forwarded to you upon receipt of your order form. if you do not return this form you writ receive DELAYED data from of the exchanges. The second attachment. Fees for Real-'fime Exchange and News Services, details the par terminal fees for each exchange. unless otherwise specified. Once you have your BLOONEBERG PROFESSIONAL service Installed. you can find additional information by typing EXCH This function dispiays your current real-time entitiernents and provides detailed information on each exchange. including trading hours. price, and delay times for non-subscribers. in adation, you may also download subscriber agreements for any future orders that may require them. For future reference. you can aiways update your real-time entitiornents by sending a fax or email to the Exchange Department. Please include the exchanges you wish to add or delete as well as your Ail emails must be sent from the account of an authorized person, and all faxes need to be signed by an authorized person. For assistance regarding these documents or any other exchange related questions. pieasa contact the Bioomberg Exchange Department at (212) 318-2570. If calling from outside New York City. please dial U.S. toll- free (800) 448-56?8 ext. 2570. Our email is exchanges@oicomberg.nei and our fax is (917) 369-4595. We are availabiecn a 24 hours basis from Sunday 4 PM through Friday 6 PM EST. We look forward to working with you! ATLANTA BANKOK. NJGUTA EONN BOSTON BHASILIA BRISEANE BRUSSELS RUENOS AIRES CARACAS CHICAGO CLEVELAND CDPERHAGEN DALLAS DENVER DETROIT Dliimi FRANKFURT GENEVA I-IANOI HONG KONG HOIJSTON ISTANBUL LAKARTA JERUSALEM KUAIA LUHPUR LIMA LISEIDN LON DON LOS ANGELES BMURID MANILA MELBOURNE MEXICO CITY MIAMI MILAN MOSCOW MULIBAI NEW YORK OSAKA ALT-D PARIS PITFSBUHGH PORTLAND PRAGHE PRINCETON ROME SAN FRANUSEO SANTIAGO SAD PAULO SEOUL SHANGHAI SINGAPORE . a REAL-TIME ORDER FORM . Instructions: Ptease provide the information requested and select the services required for the Please make as many copies as required for additional users. Aocounthlamez Account #1 202485 Order: T84870- User SIGNATURE: Press SIGNATURE Is REQUIRED To PROCESS THIS ORDER Fax# I Email: Print Name: I AU STEAL IAN EXC HANG 370 KONG FUTURES Subscriber ag reament required TY the I: 'h ofth rt 1 HI Id ice! bi 1 of1 35' FEES FOR REAL-TIME a HANGE AND NEWS semncas . . - rg LAST UPDATED MARCH. 2901' SERVICES SUSCRIPTIDN FEES PER TERMINAL AUSTRALIAN STOCK EXCHANGE NEWS IN AUSTRALIA- FIRST TERMINALIS 50.50; EAGH ADDTTIONAL: 3 - EACH - 5 BEST BID ENTERNATIONAL PETROLEUM EXCHANGE iN USA 3. CANADA --FIR5T 55; EACH ADDITIQNAL: 13 ANGE - JAPAN BOND Prices are subject to change, withuut rmtice. EXCHANGE FEESARE BILLEEI U. S. CURRENCYEXCEPHNJAPAN. subscriber agteemant requlrad 1' You must be a subscrihar of 1115 primary exchange Only available In reai-fime to users outside of Colombia NEW YORK EXCHANGE DEPARTMENT: (F) 917-369-4595, PriSl'lt Pg 1 of 2 Exhibit 2 Communications Authorization Letter Date: 0411 3!2Ei0'1 Account 202435 To Whom It May Concern: I hereby authorize Bloomberg L.P. to discuss with the local communication carriers ali communications matters relating to the installation and servicing of THE BLOOMBERG to us at the address below. Furthermore. Bloomberg LP. is authorized to transmit our orders for installation or removal of telephone equipment or services to the various communications" carrier representatives. The respective companies are hereby requested and authorized to provide any and all information requested by Bloomberg L.P. including charges, rates and copies of biliing material. The undersigned wiil be responsible for all installation and charges with regard to this order and requests that all biils be sent to the undersigned at the address below. This authorization does not preciude our to act in our own -behalf when we deem it necessary. Yours truly, Signature {Duly auihorizelfoflicar. partner or proprietor) Date Si-even I3. Jegsen Name (Please type or print) Please return to: Title (Please or print} CETY OF OCEANSIDE Bloomberg LP. 300 NORTH COAST HIGHWAY 499 Park Avenue OCEANSIDE CA 92054 New York. NY 10022-1240 UNITED STATES Attn: Communications Department Telephone: (212) 318-2450 Fax: (917) 369-5540 2001 Bloornberg LP. All rights reserved. BLOOMSERG. BLODMBERG FROFESSIONAL. BLCIOMBERG FINANCIAL MARKETS, BLOOMBERG NEWS. ELOOMBERG TRADEBOOK, BLOGMBERG BONDTRADER. and BLOONIBERG TELEVISION are trademarks and service marks of Bloombatg L.P., a Delaware Limited Partnership. Account: 202485 DT: 150 Pg: 1 of 1 ComAui.tr 02i01 Jun 19 U1 I of-' Oceanside 9% moomeno LP. 499 mm 10:12: Tulaphme: may swam BLOOM BERG SCHEDULE OF SERVICES LESSDR: LP. Lessas: or ocaansaor-: ACCOUNT No: 202485 DEMRTMENT: om-:2 DATE: 04J18I2oo1 onosn No: EQUEPM EMT ADDRESS: ADDRESS: (PaymeIItonl'yamvap1-ed mom; flarlylishd hem) 300 NORTH ems': HIGHWAY _?oa NORTH HIGHWAY OCEANSIDE GA CA 92054 wily} (Putt! Dada} (cum ?s:mm-ounce) Gods) UNITED ATES UNITED STATES USER GONTACT: LUND 750-egagssaa MECHELLE 750-4353549 . Lessor and Lessee are rties to a. BLODMBERG AGREEMENT. Nurnbu (the 'Agreewmrj. wnioh sets forth the tev.-ms and conditions undo; which Lassa- Erovidee 1o Lessae theirmsaru-ices dasctibad Iheqaln. The Sfirvicoo In a one too subscription to Elloomberg Magazina for each osar of lho BLOOMBERG ROFESSIONAL service. All to com-arstom. aqoipmeni modifications and client mm refit-ested by Lessee ralaiad to the Wili automalicasly be ohangad at Less 5 prevanlkag rates and Lfissoa will be lnvoluacl ii Inca dad! cirou for network a::t:e3$ are provided by Lessor to Lessee. the such de4:ficaled local mils arq not guarjanload forlhe term of the Agreement. lrsc_r-asses ancllor disoaunls to such ohargna may be made: on sixty days written nouns andoustcmer rebcatlons may naauitm firmnadnate prloe for such local clmum. TVPE or ssnvioesraaulmleflr onnmasn wa'PC Lease I Total' 5 135.91: Agreedlohyr. Ag:-aedto by. cm' BLDOMBERG an BLOOMBERG Gan:-zral Farina: Slgnatum (Duiy auth officer. partner or proprleior} 54-can K. Jensen Name (Measetype or Manner' Tflla (Flesh; type or p:iol)U 61 59:1 1 -- 1 Dose Date 0200: Bfoamberg All rights rasamd. BLOOMBERG PROFESSIONAL. BLOOMBERI3 FINANCIAL MARKETS. BLOOMBERG Mews. TRADEBOOK, BLDOMBERG BUN DTRADER, and BLOOMBERG TELEWSEDN are tmdomallus ans wrvicn marks 94 Biaornbetg 1.9.. Delawara pamammp. "This total does not Include fees for mat-time exchange and senricea ppficabl taxes. Au icahi taxes Incl di sales taxaod VAT. s_ha!t boaddad tome charges for 1i-no Satvbes and so! form on ma Invoices. 1! a 3 of the Tau: Exalonpt flcaiofiri-umtsgulg ll ilififlis .: - '3 Jun 13 at o2:esp 2:1 93': 1- Pursuant to the Agreement. Lessee has requested Lessor to provide the Services at the stated equipment address {as noted on the race or this schedule). The Services may she inctude the receipt of Eiloomtz-erg-distn'huted teie~r% In such event. Lessor wiil install. at its expertse. the seismic dish and receiver at Lessons office necesearyto receive the proyerr1[s). Lessee shall bear the cost of cabling from the Equiprrxont no the satellite can end It necessary other related equipment and shall be responsible for obtaining the necessary authorizations. specs. roof rights and rights-of-ouey for proper fnstehefion of the satellite dish. reoeher. cabling and related hardware. The programs) shot be olspiayod hy Lessee on such Equipment receiving the Services. This process and cabling must be completed at. or prior to contract. renowattsi. new endior reiocetiorrfiel. fi The Inltiet Term {as defined in thefigrieernenti is from the first day Services are nrmrided to the second enntyarsa-y of that clam. The Term for any additional Sentces shalt oommome on the first day such stitlitlonel Services are provided. The ice corrmencee the day following atzluat installation and chart be irwohed querteriy he ed-trance. To the extent permitted bylaw. Lessor may send and Losses Homes to receive tnycioes via email- Charges for ineiottatim. roiocelfion. mmoval or other changes tothe Eqolptnerrt shat! be payable upon presentation of an invoice therefor. Any fee increase of which Lessee is notified in accordance with the Agreement wit take effect esspecitted notwithstanding the iscuenoeot a Schedule setting forth the then cum-mt tee. .. 2.. i I .s's In the erront that this Schertulo provides. -may froth timeto time prctiltte. for one or more ELOOMBERG II. BLOOMBERG IV or Flat Panel screens. the Lesson agrees not to separate. unholt. name. rrlofify. interface. duplicate. or otherwise dhcortncot any one. hoth, or four of the BLOOMBERG It. BLOOMBERB or Flat Pa.-rot er.-mans. or use any one. both or four oi the screens in a manner Inconsistent with the terms of this Agreement. without Lessors prior written consent. Uneuthorired access or use is end have all recourse and rights as set forth in tl-reAoroentmL The lease term for the BLDOMBERG II. or Flat Ferret shalt be me sane as that of thospeoltic PROFESSl0NALtot-rhtott it is etlecttert. The fee applicable to the doubts screen shall commence on the date toiiowing actual: installation. In thee-aontthot this Schedule provides. fora footer Senrlcescalculatod on the basis oteshwed local network ottheeome physical location or multiple then at such time as the network is no ionger shared. or we no longer tossed. the fee for services chat! be increased to the prevallng rote tor Services pmtided on an unshared or single termtna basis. . -I- - - H. (at The services sham be made evaiahle to Lessee by means of the authorized equipment set forth on the face of this Schedule or the Authorized computers as set forth in the Detained Addendum (the 'Authorized Eoulpmenr}. Lessee agees that 3. wilt ancess the Services onty through such Authorized Equipment. In no event witi Lessee reoirculete. reoistrioute or otherwise retransmit or to-route the Services to any other equipment or dlaoiay or permit the use of any Information included In the services on enyother equipment or display device. {to} Lessor shat have the right at any time. or from time to time, to change specifications oi any aspect of the Services and. In such event. Lessee shall take all reasonable steps, at its expense. to modify. recontigure. upgrade or replace the Authorized Equipment in order to melnteirt compatibility, functionality. quality. speed and con-aentenceof the Services. (ct Lessor short have no responsibility for instattng. tat:-sting. testing. maintaining.-relocating or removing the Authorized Equipment. or for training or providing support doctonentettort to Lesseefe employees in the use of the Authorized Equipment. All cooling, connections and any hrterfece (including ltarclwara. software. network or othemiee} between Authorized Equipment and Lessons Equipment are the responeihitityof Lessee. NOTW ITHSTANDING THE ABOVE. LESSON SHALL HAVE ALL RIGHTS WITH RESPECT TO THE AUTHORIZED EQUIPMENT. INCUIDING. BUT NOT UMITED To ACCESS. AND LESSEE SHALL HAVE ALL AND RESPONSIBILITIES WITH RESEEGT A3 ARE STATED IN THE AGREEMENT WITH RESPECT TO EQUIPMENT GENERALLY. in addition, Lessor sheil have the right to participate In the provision of training and the prepsnation of support documentation rotating in the use of the Services by means ofthe Authorized alttlouptt Lessor ehetl havenoointigeticnin this regard. (cl) In eddmon to those limitations on liability contained in the Apreernent. Lessor. Its euppters and third-party agents. shell have no or tlebllity. contingent or otherwise. for any tntury or damages. -ntteiher caused by the negligence of Lessor. its employees. sub-contractors. agents. equipment vendors or otherwise. arising inconnection with the use. or provision of the Services by means of Equipment and shalt not he tlebtc for any lost profits. incidental or consequential damages or any ctatrn egenst Lessee by any other party with respect thereto. Lessee agrees that Lessor Is not responstbie for any teutt. inaccuracy. omission. delay or any other toilore In the Services caused by Leseede hardware. eottwere. cabitnp. nctworksenrices. or-arising {rem Lessee': ueeoftho Services onouoh ectuiprnent. {at THE BLOOMBERG TRAVELER: fr') must be associated with a specific ELOOMBERG service ltoense leased by Lessee: {it} will not he used tot an etrtentled ported oi time in tlrne zone different than that of its associated BLDOMBERG PROFESSIONAL service license: (33) wt! disenafle the associated terminal for a certain period of time: and {tar} is leased and may be terminated upon 30 days' prior notice to Lessor. Lessee will incur a connerztion fee for my relocetionof Lesser-provided softwetla or services. Lessee-provided hardware and scth-rate must meet at! technical specifications provided by Lessor. Lessee accepts for property iuodlng. maintaining and upgrading THE BLOOMEERG TRAVELER software on Lessee-provided hardware. in ecoordarrce with Lessors Instructions and procedures. The sotlwereis furnished under the Agreement end may be used only In accordance with lttetenns oi such Agreement. Except as prwiried In the Agreement. the eottwere may not be: cooled. t:-roadcasted. faflmduoad. ported orotherwlso routed to oruaod in any fashion at enytton-authorized computer or disptay or in any other application: {it} recompitod. rlecumptled. disassembled. reverse engineered. made Into or distributed in any form of derivative work: m?difiBfl. adapted. tronateted. rented. teased, loaned, resold. distributed or. enccoptas provided in I:hoApteormant. net-r.-orired in whole or In part: or {iv} used with terminat. network. or device except as permitted by this Algreernent. LESSOR MAKES NO WARRANTY OF ANY KIND Wt'i'H REGARD To THE SDFIWARE. INCLUDING. BUT NOT LIMITED TO. THE IMPLIED WARRANTIES OF MEHDHANTABJUTY AND FITNESS FOR A PARTICULAR PURPOSE. Lessor shalt not be liable for errors contained in the sottware (Hot indirect. Incidental, conaequentizi or special damages in connection with the iumishinp. or use of the software. EQEM This Scheduia, and any amendments herein. may be executed and delivered by facsimile or electronic mail. Anysucn or electronic mail shall constitute the rest an cortciuetve proof at such agreement. 103 Pg: 2 of: 02101 customer Signature: Acct: Agrnt: 13431;] Ord: ill! I I till! it ill till it ill 4 Jun 13 D1 02:'5Elp at-' Bboinblror LP. Fuciihiillnr armed-ssau BLDOMBERG AG REEMENT LESSOR: LP. LESSEE: cm or OCEANSIDE hccouirr: 2112435 784870 lcom Her-not Lessor recs tpomgrwidc in Lesson the equipment and services described and raterreri to in paragraph 1 of this Agreement. and Lessee subscribes to such sauces with this Agreement. . 8 5. Agreed to by: OF Company The uaryicoo provider! hereunder Jute '5omcos"} shall consist of a nonexclusive and nonlransierabie license and lease to use the EILDOMEEFIG service software. ale and cmitpmant (tho 'Equlprriont'] described in the Blcomberg Sohod uielei oi' Services annexed hereto. as the some may be anianiicci from time to time (the 'Scheduled. in coco-dance with this Agreement. to his Agreement shall be icfieactiye from the date it is arxroptud by La.-rscr and shsilpsmain In full force and affect thereaiter until the date that is two years after the date that the Seriglces are iirsl provided (I unless earlier terminated during this Term or an toner-rat thereof. as totlowa: ti} Lessee shall have the right to laminate this Agreement at any time not less than 60 d:_rye' prior i.-.-iitlen notice to occur oi the charges set forth in paragraph 3 oftitt.-. Agreemoitl: and {ii} Lessor she I have the night to terminate this Agreement at any time imrn at upon written notice to Losses in the event at a breach by Lesson of any of the provisions or this Agreement. to) 'ma Tomi shall be automatically renewed tor successive period: unless Lessee or Lessor elects not to renew by {Living not less than 60 days' prior written notice to the other. If this fiigreernont is so renewed for any additzonat period beyond the initial Tami. the parts to pursuant to Earagrapgeigfai horatggr such renewal period email be catcutatad at the pnruaiting rates than uttered by Lessor. and dis Solrodu son he considered to BGGU . any levies or toes imposed I a agrees to try Lessor the amount indicated on the soiredule.i other uiiut any applicable taxes for the spurious. (ii Digger! through the services at request arti|i1i{ri2 any charge tor or. or charged by exc anger: or other tniormatlon services or sources dim relocation. removal or any other changes to the Equipmentupon presoniatlnn or an invoice Lessee shall be responsible for and shed pay for all coats of caution. common aliens (including. wittioirt limitation, network access}. electrical and common cantor equipment installation charges incurred in corinecbon with the Sorylcea. Lessee shall obtain all necessary authorizations from euictianoes and other vendors and shaltpag for each tI'lb'dJJ8fl}' information comes accessed for display through the service. The total charge does not include fees for 'real-bnte exchange on third party information aemcds. ti Lessee setacte any of those cor-itcos. Lessor submit the appropriate application: for such 8Bt'ir'i?tifl. a price list. and bill accordingly. Lessee aprons to try any taxes. assessments. fees or in respect of the Services the ulpirient which may be Lesseotr legal rasporteltrtiity to pay. in add lion. Lessee ages: to reimburse Lessor [or sit property taxes andior aceecarneniawi regard to the value oi Equipment in service at Loire dais re.-miss.-.. in the event this Agreement is terminated by Lessee pursuant to priraflrapth Eleiltg hereof or to asset pursuant to paragraph 2 all!) hereof. Lessors shall be liable for all amounts payabi9'pumueI1t to paragraphs 3(3) and 3 1- rough the rats of ta-rninution plus a termini: on charge in an er-iiounl oqutd to 50% of the ohm-gee colon clad in accordance with the Schedule for the balance of the Term. The services may also include the receipt of letoviaion ran-its). in such event, Lessor will install at its expense. the satellite dish and receiver or other alternative distribution device. at option. suc as cute loleytsiotr or cellular receiver {tho "Broadband ilisbibutlon Device') at Lesseeb necessary to receive the mic]. Lessee shall bear the cost of cabling truth the uiprnent to the Broadband Distribution Device and it necessary other related an ant and a sit be rospcrisibio for obtaining the ttaoossaqr subscriptions. 5 ace. root it his and rights-oi~w for pro or liistaliauon the Broadband Device. cabling and related hardware. The programte} shall dlepiayeg by Losses oi} ancha?LOt:i ERG PROFESSIONAL screen. Lessee a I not distribute data to other users of the Services by means of the without the prior written consent of Lessor. the above. In the event Lessee contributes prince to the service. Lessee her-a_by grants a <333 mmfim 053:" oofiqmnn >395: mmomamc 5 3 3% 89% man>> man>> Em casino" Enmumo: macaw" 9.33 mama?>> <