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Home My WebLink About311 Service Level Agreement311 Service Level Agreement COOPERATIVE AGREEMENT BETWEEN THE CITY OF EVANSTON, ILLINOIS AND T-MOBILE CENTRAL LLC, D/B/A T-MOBILE This Cooperative Agreement dated October 5, 2010, shall constitute the terms and conditions under which T-Mobile Central LLC, doing business as T-Mobile ("T- Mobile"), a Delaware corporation, having its principal place of business at 12920 SE 381h Street, Bellevue, WA 98006, shall provide 311 dialing service to City of Evanston, Illinois (the "Requesting Entity"). This Cooperative Agreement governs the relationship between the Requesting Entity and T-Mobile regarding 311 dialing service (the "Agreement"). The following shall constitute the terms and conditions of this Agreement: Terms and Conditions 1. General Information. a. 311 Service Description. 311 service is a three digit dialing arrangement available in specified areas for delivery of City of Evanston, Illinois non - emergency police and other government agency information and assistance via voice grade facilities. b. Certification of Requesting Entity. The Requesting Entity certifies that it provides access to City of Evanston, Illinois non -emergency police and other government agency information and assistance via voice grade facilities within the areas defined , that it has received any requisite state approval to designated 311 dialing service, and thus is qualified to request the use of 311 Service. 2. Requesting Entity's Obligations. a. Provision of Termination Number. The Requesting Entity will provide, where technically feasible, T-Mobile with a single local number to which all 311 calls should be translated ("847-448-4311 "). The Requesting Entity certifies that the Termination Number will allow callers from within the City of Evanston boundaries ("designated boundaries") to complete calls on a local basis. If the Requesting Entity fails to provide T-Mobile with the Termination Number within 60 days from the date of this Agreement, T-Mobile's offer to provide 311 service to the Requesting Party shall be deemed withdrawn and the terms and conditions of the Agreement shall be null and void. T-Mobile - Confidential and Proprietary Page 1 b. Change of Termination Number(s). The Requesting Entity may change the Termination Number(s), provided, however, that it must give T-Mobile at least 30 days notice of the change of such number(s) so that T-Mobile can make the necessary changes in its network to ensure proper routing. The Requesting Entity must also give T-Mobile 30 days notice of a change in the carrier's providing the Local Termination Number, as this will affect our routing. c. Provision of Non -emergency Police and Other Government Agency Information and Assistance. No later than 6 months from the date of request (or upon another mutually agreed upon date) the Requesting Entity shall provide non -emergency police and other government agency information and assistance to customers who dial 311. The Requesting Entity agrees to have procured sufficient telecommunications facilities and services and to have adequate staffing levels and hours of service to handle its expected volume of calls. d. Testing. The Requesting Entity shall participate fully in all testing deemed necessary or appropriate by T-Mobile for implementation of 311 service. 3. T-Mobile's Obligations. a. Implementation. T-Mobile will translate 311 to the Termination Number(s) and will use its best efforts to route 311 calls it receives from its subscribers and others using the T-Mobile network within the designated boundaries to those numbers. Normal airtime charges apply to T-Mobile customers. b. Timing of Implementation. T-Mobile will provision the Requesting Entity's order within a reasonable time to be mutually agreed upon by the parties, no sooner than six weeks nor later than six months after receiving a request. Availability. T-Mobile will use its best efforts to make the 311 dialing code (as translated to the Termination Number(s)) available to its subscribers within the designated boundaries where T-Mobile owns facilities and provides its wireless mobility services. In those cases where T-Mobile's service area extends beyond the designated boundaries, T-Mobile will use its best efforts to correlate its 311 translations within those boundaries. However due the nature of the radio -based service it provides, exact correlation is not possible. Access to the 311 dialing code may be available in locations in the designated boundaries outside of T-Mobile's service area. T-Mobile shall have no obligation to make the 311 dialing code available to any person or entity within the designated boundaries but outside T-Mobile's service area or to non-T-Mobile subscribers. 4. General Provisions. T-Mobile - Confidential and Proprietary Page 2 a. Term. Subject to section 4.b., the term of this Agreement shall commence on the date of execution of the Agreement by the parties and shall continue for a period of one (1) year. After the conclusion of the one-year term, the Agreement will continue until terminated by either party with thirty (30) days advance written notice. b. Termination. The Requesting Entity acknowledges that a final decision has not been reached by the FCC as to whether commercial mobile radio service ("CMRS") providers such as T-Mobile are required to provide 311 service. Motions for Reconsideration are currently pending in CC Docket No. 92-105 regarding CMRS carrier participation in certain abbreviated dialing services. Accordingly, T-Mobile may elect to terminate this Agreement upon 60 days notice to the Requesting Entity, if the FCC determines by a final and non -appealable order that (i) CMRS carriers, such as T-Mobile, are not required to provide 311 service; or (ii) the 311 dialing code should no longer be assigned to non emergency police and other governmental agency information and assistance. Either party may terminate this Agreement upon 60 days notice in the event of any emergency or other event outside the reasonable control of the party that impairs or prevents the part from performing its obligations herein. Either party may terminate this Agreement in whole or in part in the event of a default by the other party; provided however, that the non -defaulting party notifies the defaulting party in writing of the alleged default and that the defaulting party does not cure the alleged default within 60 days of receipt of written notice thereof. Default is defined to include (i) a party's insolvency or the initiation of bankruptcy or receivership proceeding by or against the party; or (ii) a party's refusal or failure in any material respect property to perform its material obligations under this Agreement, or the violation of any of the material terms or conditions of this Agreement. C. Transfer. The Requesting Entity may not sell or otherwise transfer the 311 number (or the provision of non -emergency police and other governmental agency information and assistance) to any person or entity not affiliated with the Requesting Entity. T-Mobile - Confidential and Proprietary Page 3 d. Indemnification. (i) The Requesting Entity shall defend, indemnify, protect and hold T- Mobile harmless against all suits, actions, claims, demands and judgments, and all of the costs, expenses (including reasonable attorneys' fees and costs) arising out of, or in connection with (directly or indirectly) (a) any breach or default in the performance of any obligation on the Requesting Party's part to be performed under this Agreement, and, (b) with Requesting Entity's provision of non -emergency police and other governmental agency information and assistance via voice grade facilities. (ii) T-Mobile shall defend, indemnify, protect and hold the Requesting Entity harmless against all suits, actions, claims, demands and judgments, and all of the costs, expenses (including reasonable attorneys' fees and costs) arising out of, or in connection with (directly or indirectly) any breach or default in the performance of any obligation on T-Mobile's part to be performed under this Agreement. e. Limitation of Liability. In no event shall T-Mobile be liable for any losses or damages of any kind resulting from the unavailability of its equipment or facilities or for any act, omission or failure of performance by the Requesting Entity, its employees, or agents, in connection with the service requested by the Requesting Entity. T-Mobile shall not be responsible to the Requesting Entity for calls that cannot be completed as a result of repair or maintenance difficulties on T-Mobile facilities and equipment nor on equipment owned or leased by the Requesting Entity. Except as otherwise provided in this Agreement, each party agrees that the other party shall in no event be liable for, and each party expressly waives its right to claim, any indirect, special, collateral, exemplary, incidental or consequential damages (including, but not limited to, lost profits) directly or indirectly arising out of or in connection with performance or nonperformance of the services to be provided under this Agreement. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT, NEITHER T-MOBILE NOR THE REQUESTING ENTITY ASSUMES ANY LIABILITY FOR ANY ACT OR OMISSION OF THE OTHER, BY VIRTUE OF ENTERING INTO THIS AGREEMENT. Disclaimer of Warranties. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, THE PARTIES AGREE THAT NO PARTY HAS MADE, AND THAT THERE DOES NOT EXIST, ANY WARRANTY, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE FOR ANY SERVICE (OR T-Mobile - Confidential and Proprietary Page 4 GOOD) PROVIDED UNDER THIS AGREEMENT. T-MOBILE PROVIDES A SERVICE UNDER THIS AGREEMENT AND NOT "GOODS" AS DEFINED IN THE UNIFORM COMMERCIAL CODE. g. Contact Information. All contacts regarding this Agreement shall be provided to T-Mobile in writing (by fax or overnight courier), as follows: T-Mobile USA, Inc. 1137 Lavender Drive Brentwood, CA 94513 Attn: 311 Coordinator, Paula Jordan Fax: 925-634-8097 T-Mobile - Confidential and Proprietary Page 5 In WITNESS WHEREOF, the parties have caused their duly authorized representatives to execute this Cooperative Agreement and to affix their respective corporate seals, all on the date and year first above written. ATTEST: ATTEST: Name J a /,I �,o Title C�I1IV&S]M"Sn., 218110321 /�/,jj Wally BobldeWicz ;? , tl City Manager By: C4, Bentley' lexander Vice President Engineering T-Mobile //z Sli( T-Mobile - Confidential and Proprietary Page 6