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HomeMy WebLinkAboutContract 37662-A1JAW19-2010 17:19 FROM: 817 392 8181 TO:Bloomber9 LP 5 CITY SECRETARIP CONTRACT NO, SEFIJICE RROV1©FR ("SP'); 5ERVICE RECIPIENT (*SW); DEPARTMENT: EQUIPMENT ADDRESS: Bt.Qt]IiABERG SCHEbULE OF SERVICr.$ BLOOMBERG FINANCE L.P. CITY OF FORT WORTH . BILLING ADDRESS: CITY OF FORT WOF BLOOMSERG' FINANCE L.P. 731 Lexington Avenue New York, NY 10022 ACCOUNT No: 30013704 ORDER No: 20319625 (City) - (StatefProvince) (Poste! Code) _ United States BILLING CONTACT: $P and 'SR are parties to a BLdOMBERG AGF7Et=MlGNT, Number 2808938 (the "Agreement") which gets forth the terms conditions under which SP provides to SR the Services described therein. CIIANTITY TYPE OF tiERVICESlEgUIPMENTQRDERED M©NTH4Y UNIT" PRICEAccess Point wffrans Prod 4,00 WI Total; $0,00 P(7# TERMS ,AND. CONDITIfJNS i. INSrA'I;4ATION OF SERVICE(S); Ol"H�F7 EpUIPMENT Pursuant to the Agreement, SFi has requested SP to provide the Services at the stated equipment address (as noted above). The Services include one free subscription to Bloomberg Magazine for each user of the BLOOMBERG PROFESSIONAL service. 2. TERMS. & CHARGES (a) `I`h'e initial term of this Schedule is from the first day Services or additional Services are provided to the second anniversary of that data (the "Schedule 'Germ"). This Schedule or any portion of the Services provided under this Schedule may be terminated early during the Schedule Term or any renewal thereof on the same terms and conditions for early termination as set forth in paragraph 2 of the Agreement, and shall automatically terminate upon termination of the Agreement. Upon termination of this Schedule or any portion of the Services provided under this Schedule, $R shaft pay any applicable charges set forth In paragraph 3 of the Agreement with respect to such terminated Services, including a termination charge for such terminated Services based on the balance of .the Schedule Term. Circuit installation or upgrades do not affect the term of the Agreement. The fee commences the day following actual installation and shall be invoiced quarterly in advance. All amounts displayed on this Schedule are in U.S. dollars. To the extent permitted by law, SP may send and SP agrees to receive invoices via electronic mail. Any fee increase of which' SR is notified in accordance with the Agreement or this Schedule will take effect as specified notwithstanding the issuance of a Schedule setting forth the then current fee. p count: .30013704 Ara®rment: (Add{Iionai ter<ne on next p0g9) Order: 20519625 DT: 1200 CIO BFLP Pane i of 4 3ehGlobat 04107f0$ f IlllllIIIII:IIIII Illllllllllllll IIIIIIllII IIIIIIIIIIIIIIIIIIII llillllllllllllllllllllilllllllllll Ilfillllillllllllllllllll IIIIIIIIIIIIIIIIII Illllililll IIl1IIIII lull I1CI IVIIIIIIIII IllllIIIIII Illy TAN-19-2010 17:19 FROM: 817 392 8181 TO:Bloomberg LP P.3/5 (b) The Schedule "term shall be automatically renewed for successive two-year periods unless SR or SP elects not to renew by giving not less than 60 days' prior written notice to the other. If this Schedule is so renewed for any additional period beyond the Initial Schedule Term, the charges payable pursuant to paragraph 3(a) of the Agreement for such renewal period shall be calculated at the prevailing rates then offered by SP, and this Schedule shall be considered to be amended accordingly. (c) All Installations, upgrades, removals, relocations, conversions, equipment modifications and other changes related to the Services will automatically be charged at SP's prevailing rates and SR will be invoiced accordingly. If circuits or routers for network access ore provided to SR, the charges for such circuits or routers are not guaranteed for the term of the Agreement. Increases and/or discounts to such charges may be made on 90 days' advance written notice and customer relocations may result in immediate price adjustments for such local circuits. SR may terminate circuits or routers for network access upon 90 days' advance written notice, provided that, for circuits, SR has maintained the circuit for at least one year after the installation of the circuit and has inst6fled a replacement approved by SP. (d) The Total does not include monthly fees for real-tlme exchange and third -party information services or applicable taxes. All applicable taxes, including without limitation, sales tax, VAT, GST and similar taxes, shall be added to the charges for the Services and set forth on the invoices. If tax-exempt, a copy of the State/Foreign Tax Exempt Certificate must be submitted upon signing the Agreement. 3. BLOOMBERG ANYWHERE (a) "Bloomberg Anvvuhere" shall mean a subscription to the Services that may be used by only one individual. If SR accesses the Services through Bloomberg Anywhere by use of SP software (each, an "Acgess Point"), SR shall notify SP of the locations of .the computers or workstations via which a Permitted User (as defined below) of Bloomberg Anywhere may access the Services upon the installation of any such software and upon SP's request from time to time. Each Access Point of a particular Permitted User will be permissionsd to receive the same functionalitles available to every other Access Point of such Permitted User, unless SP shall otherwise specify or determine from time to time, From time to time in SP's sole discretion, SP may permit Permitted Users to access the Services through Bloomberg Anywhere via additional software -based Access Points or via the internet. (b) Each individual with access to the Services through Bloomberg Anywhere (each, a "Permitted User) shall gain access to the Services only through (i) a standard unique Permitted User login and password and (ii) a SP secure identification device, as required and provided by SW. All such secure Identification devices shall be Included in the term "Equipment." SR shall not permit Bloomberg Anywhere to be shared, switched or replicated between two or more persons or to be used to access the Services simultaneously from two or more devices, computers, workstations or locations. All Access Points provided in connection with Bloomberg Anywhere may be accessed only by a Permitted User and access may not be shared with any person who Is not a Permitted User or used in any manner inconsistent with the Agreement or this Schedule. SP reserves the right periodically to audit and monitor (whether physically or electronically) Bloomberg Anywhere to ensure compliance with the Agreement and this Schedule. 4. BLOOMBERG FLAT PANEL If this Schedule provides, or may from time to time provide, for one or more Flat Panel screens, SR agrees not to separate, unbolt, move, modify, interface, duplicate, redistribute or otherwise disconnect any one, both or four of the Flat Panel screens, or use any one, bath :or 'four of the Flat Panel screens in a manner inconsistent with the terms of the Agreement, without SP's prior• written consent. Unauthorized access or use is unlawful and SP shall have all recourse and rights as set forth in the Agreement. The access term for the Flat Panel shall be the some as that of the specific BLOOMBERG PROFESSIONAL service subscription or Access Point to which it is attached. SR's fee applicable to the Flat Panel screens shall commence on the date following actual installation. 5. SHARED NETWt'.>RK?a MULTIPLE SERVICES If this Schedule provides, or may from time to time provide, for a fee far Services calculated on the basis of a shared local network at the same physical location or multiple Services, then at such time as the network is no longer shared, or multiple Services are no longer accessed, the fee for Services shall be increased to the prevailing rate for Services provided on an unshared or single Service:•basis. 6. RECEIPT'OF THE SERVICES VIA SR'S AUTHORIZED EQUIPMENT (IF APPLICABLE) (a) The Services shall be made available to SR by means of the authorized equipment set forth on the face of this Schedule or the Authorized Computers as set forth in the Datafeed Addendum (the "Authorized Equipment"). SR agrees that it will access the Services only through such Authorized Equipment. In no event will $R recirculate, redistribute, access, receive or otherwise retransmit or re-route the Services to or through any other equipment or display or permit the use of any information included in the 'Services on any other equipment or display. (b) 'SP and its Affiliated Companies (as defined below) shall have the right at any time, or from time to time, to change the technical specifications of any aspect of the Services and, In such event, SR shall take all reasonable steps, at its expense, to modify, reconfigure, upgrade or replace the Authorized Equipment in order to maintain compatibility, functionality, quality, speed and convenience of the Services. The term "Affiliated Companies" shall mean those companies controlling, controlled by or under 'common control with SPe (c) SP and 1ts.A»liated Companies shall have no responsibility for installing, labeling, testing, maintaining, relocating or removing the Authorized Equipment, or for training or providing support documentation to SR's employees in the use of the Authorized Equipment. All cabling, connections and any interface (including hardware, software, network or otherwise) between Authorized Equipment and SP's Equipment are the responsibility of SR. NOTWITHSTANDING THE ABOVE, $w SHALL (AU4l4nal'terma on next peggj Account: 300137p4 Agr�mt3nt: 2808938 t3rd�r: 20819$25 DT: 1200 Cl: BFLP Page 2 of 4 SctiGlobsl U4tU7/0$ 1 Ii[l[[ I><ll rill III11 Ill!! 11111 Illl 11111 ME 111111 Hill 11111 Illy 111111111111111111 till 1 II 11111111 I11111111111111 31111111111111 till 1111111111111111111111111111111111111111 IIIII 111111111[I IIf1i.1111111111 u RIII JAN-19-2010 17:19 FROM: 817 392 8181 TO: Bloomberg LP 5 HAVE ALL RIGHTS WiTH RESPECT TO THE AUTHORIZED EQUIPMENT, INCLUDING, BUT NOT LIMITED TO ACCESS, AND SR SHALL HAVE ALL OBLIGATIONS AND RESPONSIBILITIES WITH RESPECT THERETO, AS ARE STATED IN THE AGREEMENT WITH RESPECT TO EQUIPMENT GENERALLY. In addition, SP shall have the right to participate in the provision, of training and the preparation of support documentation relating to the use of the Services by means of the Authorized equipment, although SP shall have no obligation in this regard. (d) SR shall not move, modify, Interface, copy, broadcast, reproduce, port or otherwise use or route the Services or any portion therr of with or to any other equipment, network or software that SP, In its sole good faith judgment, determines is interacting or interfering: or may interact or interfere with the performance of the Services or any portion thereof and, from time to time, upon SP'.s request therefor, SR shall promptly notify SP in writing of any and all such equipment, network and software. SR may use the Services solely, for its internal business purposes and may not use the Services for any development purposes or to develop any applications, software or otherwise that could in any way interact or interfere with the performance of the Services or any portion thereof.: except as SP mayexpressly permit under a separate development license with SR. (e) In addition to those limitations on liability contained in the Agreement, to the maximum extent permitted by law, SP and its Affiliated Companies and Its and their officers, employees, suppliers and third -party agents, shall have no responsibility or liability, contingent or otherwise, far any injury or damages, whether caused by the negligence of SP, its Affiliated Companies, its or their employees, sub -contractors, agents, equipment vendors or otherwise, arising in connection with the use, installation, or provision of the Services by'• means of the Authorized Equipment and shalt not be liable for any lost profits, punitive, incidental or consequential damages or any claim against SR by any other party with respect thereto. SR agrees that SP and its Affiliated Companies are not responsible for any fault, inaccuracy, omission, delay or any other failure In the Services caused by SR's hardware, software, cabling, network services, or arising from SR's use of the Services on such equipment. 7: THE BLOOMBERG TRAVELER AND ACCESS POINTS (IF APPLICABLE) (a) THE BLOOMBERG TRAVELER: (i) must be associated with a specific BLOOMBERG PROFESSIONAL service subscription accessed by SR; (11) will not be used in a manner that would result in a reduction of SR's existing or potential subscriptions to SP's and its Affiliated Companies' Services; (iii) will disenable the associated Service for a certain period of time; and (iv) may be terminated upon 30 days' prior written notice to SP. (b) SP may remove or require SR to remove one or more Access Points for any Bloomberg Anywhere subscription that is terminated for any reason. (c) SR will incur a connection fee for any relocation of SP-provided software or Services. SR -provided hardware and software must meet all techniCal specifications provided by SP from time to time. SR accepts responsibility for property loading, maintaining and upgrading THE BLOOMBERG TRAVELER software and Access Point software on SR -provided hardware, in accordance with SP's Instructions and procedures. All software is furnished under the Agreement and this Schedule and may be used only in accordance with the Agreement and this Schedule. Except as provided in the Agreement, the software may not be: (1) copied, broadcasted, reproduced, ported or otherwise routed to or used in any fashion on any non -authorized computer or display or in any other application; (li) recompiled, decompiled, disassembled, reverse engineered, made into or distributed in any form of derivative work; (iii) modified, adapted, translated, accessed, loaned, resold, distributed or, except as provided In the Agreement, inetworked in whole or in park; or (iv) used with any other terminal, network, or device except as permitted by the Agreement. SP AND ITS AFFILIATED COMPANIES MAKE NO WARRANTY OF ANY KIND WiTH REGARD TO INTERNET ACCESS, THE HARDWARE AND THE' SOFTWARE, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS EOR• A PARTICULAR PURPOSE, SP and Its Affiliated Companies shall not be liable for errors contained in the software or related to Internet access or for indirect, incidental, consequential or special damages in connection with the furnishing, performance or use of the software or internet access. 8. COMMUNICATIONS CIRCUITS AND FACILITIES SP shall attempt to resolve any Inquiries of SR regarding communications circuits and facilities used in accessing 'SP''s Services. Notwithstanding any provision in the Agreement or this Schedule, SP and its Affiliated Companies are not responsible or liable for the availability or reliability of any communications circuit or facility which SID or its Affiliated Companies secure from 'a third party or for any act or omission of such third party furnishing such communications circuit or facility. SP AND ITS AFFILIATED COMPANIES MAKE NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO SUCH CIRCUITS OR FACILITIES AND DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE OF SUCH CIRCUITS OR FACILITIES, 9. APPLICABILITY; FORM (a) The terms and provisions of Sections 3, 6(d), and 7 of this Schedule shall apply to Services provided hereunder and under any other Schedule relating to the Agreement executed before the date of this Schedule. (4) SR acknowledges and agrees that SP may delegate certain of its responsibilities, obligations and duties under or in connection with this Schedule, the Agreement and any other schedule or addendum related to the Agreement to a third party or an Affiliated Company af'SP, which may discharge those responsibilities, obligations and duties on behalf of SP. (c) For inquiries, SR should contact Bloomberg L.P., operating agent of SP, at 731 Lexington Aveni e, New York, NY 10022, Telephone: (212) 31$-20b0, Facsimile; (917) 369-u5540, or any successor operating agent or other party as specified by SP from time to time. ifldditibnal lormson next pogo} AccpunC 3p013ra4 Agreement: 2808938 Order: 2p818825 DT;12pp GI: �iFl.P Page 3 of 4 $phGlotyaf 04107tpa' i 111(11 Illll iIII lI1111111 fill !till IIIII II)I (II (1! 0111 IIiIi IiIII 1�11 IIIII Illll 1111 I Ii III lllll illil IIIiI I111111111 lilt! iltll IIII I ll llillli Illll I Il 111 Illil lilll IIIII Ili! 1 II IIiI IIIII Illll I(l11 II Ills JAN-19-2010 17:19 FROM: 817 392 8181 TO:Bloomberg LP P.5f5 {d) This Schedule, and any amendments hereto, may be executed and delivered by facsimile or electronic mail. Any such facsimile. or electronic mail transmission shall constitute the final agreement of the parties and conclusive proof of such agreement. Agreed to by: CITY OF''FOF Officer, partner Or Karen L. Mont± type or AsslstartC City Manager Title (Please type or print) r Agreed to by: BLOOMBERG FINANCE L.P. t3y: BLOOMBERd (GP) FINANCE_ LLC, General Partner Signature of Authorized Signatory 1/20/20I0 Date ' ' Date BLOOMEERG; BLOOMBERG PROFESSIONAL, 9LOOMSERG MARKETS, 01.00MOERG NEWS, 13LOOMBERO TRADEBOOK, BLOOMBERG SONOTRADER, BLOOMBERG TE= VISION,: BLOOMURG RA0101 8LOOMSERG40M and BLOOMBERG ANYWHERE are trademarks And servico marks of oioomparg Finance L.P., A Delawdro Ilmiled paM*r.ship, or Its subsldlarles. All rights reserved. 3737DB4'.5 Account: 3pp137pd Agreement: 2tt08938 Order: Y0819625 1 C:12001 C1; BFLAM Page, 4 of 4 SchGlrsba! 44107lOI# IIIIII IIIII IIII IIIII IIIII IIIII IIIII IIIII Illl I If III I�il Illll itlll iUll IIII IIIII III I Il III IIIII tllll Illti I�It IIII! pull IIII IIII I II IIIII II IIIII I Il III Illll Illll IIIII IIII I � IIlI IIIII IIIII tlln II l[II i FORM;, AND LEQALITY: as Attested by o Page 1 of 1 �'ielwell, Allis®rt From: Mauldin, James Sent: Wednesday, January 20, 2010 1:13 PM To: Tidwell, Allison Subject: RE: Addendum to Contract No, 37662 I do not — I faxed them the document with our signature on it, they emailed me back an image with their signature on it which is what I brought up. James Mauldin From: Tidwell, Allison Sent: Wednesday, January 20, 2010 1:00 PM To: Mauldin, .lames Subject: Addendum to Contract No. 37662 Mr. Mauldin, You recently brought up an addendum to Contract No. 37662 with Bloomberg Finance LP. Yesterday, when Linda came over with the addendum it contained original signatures, but the addendum we received today was a copy. Do you have the original so that it can be filed with the official record? Thanks! Administrative/Ifecmrds "1•"echnician City Secretary's �iffice Pbor:e: {81'7) 3R2-5090 Fax: {317} 392-&1.96 www. tartwc�rtay.o.rg/es ec "Irardr�arizruPl7-, �vf> ur^e r�rt€° r�s�ca�. Tr�;ctlter°, a>c� ur°rr un r�r°c�car�e "-�rrrxr)sc¢Xce 5`ra#car°c� 1/21/2010