HomeMy WebLinkAboutContract 52252 w' CRY SECRETARY
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STANDARD SUBSCRIPTION AGREEMENT
4.30.19
Date
A Standard Subscription Agreement exists as of the above date set forth in the Contract Term between New Generation
Research(herein referred to as"NGR")and City Attorney's Office Ft.Worth,TX"the Subscriber"
The Subscriber:
Subscriber Company Name Billing Contact Reference Billing Contact E-mail
City of Fort Worth,City Attorneys Office Tracey McVay
Fracey.McVay(d rortworthtexas.
ov
Subscriber Name Subscriber E-mail Billing Phone Number Billing Fax Number
Chnstopher.Mosley.(u�to tworthtexas
Christopher Mosley 10V 817-392-7623 817-392-8359
Subscriber Address Billing Address
City Attorney's Office City Attorney's Office
200 Texas St. 200 Texas St.
Fort Worth,TX 76102 Fort Worth,TX 76102
Subscriber Phone Number Subscriber Fax Number Purchase Order#(Please fill) Contract#(Office Use Only)
817-392-7603 817-392-8359 N/A
NGR agrees to provide an on-line computerized information retrieval and/or delivery service("the Service"). The Subscriber agrees to pay all
charges arising from the use of all individual accounts("Users")listed on Appendix A of this schedule,and agrees to be bound by the Terms and
Conditions herein.
Pricing:
The Subscriber under this Agreement has registered access,subject to the terms and conditions set forth on the reverse side of this Agreement,to the
foflowing country databases and/or services for the following rice:
Users Products and Services Description Unit Price Total Price
1 BankruptcyData $1,000.00 $1,000.00
Offer expires 4.30.19 S ecial Le acy Pricing
Standard List Pricing is$7,500.00
TOTAL nnual Fee $1,000.00
Contract Term:
Contract Term lease check): Billing Cycle(please check):
One Year: IV, Two Years: Other: F Quarterly: 1-1 Yearly: F Other:
Billing Start Date Billing End Date
5.1.19 4.30.20
Payment for service is due to NGR at the address below within 15 days of invoice date.
Signatures:
City of Fort Worth,City Attorney's
For: office For: New Generation Research
Subscriber's-Company Name
4��
NGR
l y �a.�iryir� April, 30th, 2019
Authpn Signature Date yens Signature Date
Asst.
City
Susan Alanis Manager James R Hammond publisher
Authorized Signature's Name Title Managers Signature's Name Title
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH,TX
General Terms and Conditions of Use
1. DEFINITIONS
New Generation Research("NGR")provides a range of information services("Services")marketed as The Turnaround Letter,BankruptcyData,The
Distressed Company Alert,etc..The Subscriber named in this Agreement subscribes to one or more Services as indicated on page one of the
Subscription Agreement. The Subscriber may use information retrieved from and/or information delivered by the Services for research purposes in
the course of the Subscriber's ordinary business.The Subscriber may not sell,resell,or otherwise make the information available in any manner,or on
any media,to any third party,unless the Subscriber has been granted prior written consent by NGR. The Subscriber agrees to limit access to and use
of the Services to the individuals("Users")whose names are set forth in Appendix A. Subscriber agrees that before additional users can be added or
before additional passwords can be assigned or used by someone other than the original recipient of said password(s),the Subscriber must obtain the
prior written consent of NGR. The sharing of passwords without the prior written consent of NGR is strictly prohibited. The Subscriber also agrees
not to"abuse"the download of data from the service. "Abuse"is defined as downloading of data from the service using robot,spider or any other
similar applications or automated processes,which downloads data automatically. NGR reserves the right to invoice customers who are found guilty
of abuse of data.
2. AVAILABILITY AND ACCURACY OF INFORMATION
NGR reserves the right to change the content,presentation,Subscriber facilities,or availability of any part of the Services,and make changes to the
software used to make the Services available,at its sole discretion. if the information available through the Services is materially reduced,NCR's sole
obligation to the Subscriber shall be to refund charges paid in advance on a pro-rata basis according to the extent of the reduction.WHILE NGR HAS
NO REASON TO BELIEVE THAT THERE ARE ANY INACCURACIES OR DEFECTS IN THE INFORMATION COMPRISED WITHIN THE
SERVICES,OR IN THE SOFTWARE USED TO MAKE THE SERVICES AVAILABLE,NGR FOR ITSELF AND ON BEHALF OF ITS
CONTRIBUTORS,MAKES NO REPRESENTATION,AND GIVES NO WARRANTY(EXPRESSED OR IMPLIED)WITH REGARD TO THE
INFORMATION,OR ANY PART OF THE DATABASES COMPRNGRNG THE SERVICES,INCLUDING,BUT NOT LIMITED TO,THE
FITNESS OF THE INFORMATION OR THE DATABASES,FOR ANY PURPOSE WHATSOEVER.
3. LIABILITY
Except as otherwise expressly provided,neither NGR nor its Contributors shall be liable for any loss or damage(including consequential or indirect
loss or damage which shall include,but which shall not be limited to,loss of property or of profit,business revenue or anticipated savings,and loss of,
or damage to,data)or for any costs,claims,or demand of any nature,whether asserted against NGR,or against the Subscriber,by any party,arising
directly or indirectly out of the use of,access to,or withdrawal of,the Services,the databases comprising the Services,or out of any information or
materials comprised therein. NGR's respective liability shall be limited to direct loss suffered by the Subscriber,where such loss arises solely from
NGR's negligent acts or omissions,or those of its employees in the provision of the Services of the information,provided that(save in the event of
death or personal injury resulting therefrom.)NCR's total liability shall not exceed a sum equivalent to one month's charges to the Subscriber taken as
an average of the sums invoiced over the preceding twelve month period,or,in the event that the Subscriber has been a Subscriber for less than twelve
months,the period since the start of the agreement,or$5,000,whichever shall be the smaller.
4. FEES:
NGR will invoice the subscriber for the Flat Fee Annually in advance,unless otherwise stipulated.
5. PAYMENT TERMS
All charges,charge rates,and applicable terms of payment shall be as listed in the current price list for the Services,and shall be subject to change by
NGR upon giving the Subscriber not less than 30 days prior written notice.All charges and charge rates expressed are exclusive of any taxes,which
are,or may be,applicable. Payment is due within 15 days of the date stated on the invoice.The User shall be responsible for:
• Any registration fee,monthly minimum usage charge,prepayment for usage charge,and/or standing charge applicable under this Agreement.
• Any and all additional charges for documents and other Services as listed in any pricing addendum.
• If any sum payable to either party by the other is not paid within seven days after the due date and a party has failed,within fourteen(14)days
after the receipt of request in writing to remedy such failure,then,without prejudice to each parry's rights and remedies,the party to whom
monies are due reserves the right to charge interest on the sum due on a day to day basis from the last day for repayment of that sum to the actual
date of payment(both dates inclusive)at the rate of CPI plus 1%from time to time in force,compounded quarterly. That interest will be paid by
the party which owes any monies on demand.
6. TERM
This Agreement shall be valid for length of time stated as"Contract Term"on page one of this document.The agreement shall automatically renew for
an additional period of time equal to that stated as"Contract Term"unless cancellation notification is received by NGR in writing by registered mail
from the Subscriber at least 90 days prior to the end of the current term.
This Agreement shall remain in force unless terminated in accordance with the following provisions:
• if the Subscriber is in breach of any of the terms of this Agreement and has failed to remedy the same within 14 days,NGR may forthwith
terminate this Agreement without liability to the Subscriber,or without prejudice to its rights in respect of such breach.
• If the Subscriber shall convene a meeting of its creditors,or if the Subscriber shall be unable to pay its debts,or if a trustee receiver,
administrative receiver or similar office is appointed in respect of all or any part of the business or assets of the Subscriber,NGR may
terminate this Agreement forthwith without liability on its part to the Subscriber.
7. ASSIGNMENT
This Agreement and any rights of access to any Services provided to the Subscriber may not be assigned,licensed,or otherwise transferred by the
Subscriber without the prior written consent of NGR.
8. GOVERNING LAW This Agreement shall be governed by and interpreted under the laws of the State of Massachusetts(without regard to its
principle of choice of law),and are intended to take effect as instruments under seal.
Please Initial: Subscriber: 7/17/18
NGR:
Appendix A—Individual User Information
Name of User User E-mail Address clty/wate Identification Name Password
Chris.mosley@fortworthgov.org chris.mosley@fort
1. Chris Mosley Ft.Worth TX worthgov.org 615For556
3.
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Please Initial: Subscriber: 7/17/18
NGR:
ADDENDUM TO NEW GENERATION RESEARCH STANDARD
SUBSCRIPTION AGREEMENT
BETWEEN
THE CITY OF FORT WORTH
AND
NEW GENERATION RESEARCH, INC.
This Addendum to New Generation Research, Inc. Standard Subscription Agreement
("Addendum") is entered into by and between New Generation Research, Inc. ("NGR") and the
City of Fort Worth ("City"), collectively the "parties," for the purchase of information services.
The Contract documents shall include the following:
1. The NGR Standard Subscription Agreement; and
2. This Addendum.
Notwithstanding any language to the contrary in the attached NGR Subscription
Agreement (the "Agreement"), the Parties hereby stipulate by evidence of execution of this
Addendum below by a representative of each party duly authorized to bind the parties hereto, that
the parties hereby agree that the provisions in this Addendum below shall be applicable to the
Agreement as follows:
1. Addendum Controlling. If any provisions of the attached Agreement conflict with
the terms herein, are prohibited by applicable law, conflict with any applicable rule, regulation or
ordinance of City, the terms in this Addendum shall control.
2. Termination. Either City or NGR may terminate the Agreement at any time and
for any reason by providing the other party with 30 days written notice of termination.
3. Indemnity. To the extent the Agreement requires City to indemnify or hold NGR
or any third party harmless from damages of any kind or character, City objects to these terms and
any such terms are hereby deleted from the Agreement and shall have no force or effect.
4. No Boycott of Israel. NGR acknowledges that in accordance with Chapter 2270 of
the Texas Government Code, City is prohibited from entering into a contract with a company for
goods or services unless the contract contains a written verification from the company that it: (1)
does not boycott Israel; and (2) will not boycott Israel during the term of the contract. The terms
"boycott Israel" and "company" shall have the meanings ascribed to those terms in Section
808.00I of the Texas Government Code. By signing this Addendum, NGR certifies that NGR's
signature provides written verification to City that NGR:(1)does not boycott Israel,and(2) will
not boycott Israel during the term of the Agreement.
5. Right to Audit. NGR agrees that City shall, until the expiration of three (3) years
after final payment under the Agreement, have access to and the right to examine any directly
pertinent books, documents, papers and records of NGR involving transactions relating to the
Addendum to New Generation Research,Inc. Standard Subscription Agreement
Pagel of 3
Agreement.NGR agrees that City shall have access during normal working hours to all necessary
NGR facilities and shall be provided adequate and appropriate workspace in order to conduct
audits in compliance with the provisions of this section. City shall give NGR reasonable advance
notice of intended audits.
(signature page follows)
Addendum to New Generation Research,Inc.Standard Subscription Agreement
Page 2 of 3
Executed this the 30th day of April , 2019.
CITY OF FORT WORTH: NEW GENERATION RESEARCH, INC.
�"
By: 1''V �,�' .,..�------ By.
,,Narr�e: Susan Alanis James R. Hammond
assistant C'ty Manager Publisher
Date: 5 '3' (� Date: April 30, 2019
APPROVED AS TO FORM AND LEGALITY:
By:
Matthew Mu ay
Assistant City Attorney I t
ATTES O�FORT. %o,
By:
ary Kayser, City Secr ar ••. J'
Form 1295: Not Required :; '
Contract Authorization: Not Required
CONTRACT COMPLIANCE MANAGER:
By signing I acknowledge that I am the person
responsible for the monitoring and administration
of this contract, including ensuring all performance
and reporting requirements.
Bye )C
Na e: Tr cey McVay
le: Administrative ervices Coordination
City Attorney's Office
Addendum to New Generation Research, Inc.Standard Subscription Agreement fFT.
ITY SECRETARY
Page 3 of 3
WORTH,TX