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Home My WebLink AboutContract 53671 q G6YY SECRETARY STANDARD SUBSCRIPTION AGREEMENT Ate+ (b Id' Pals f A Standard Subscription Agreement exists as of the above date set forth itt the Contract Terni between New Generation Research (herein referred to as"NOR')and City Attorney's Office Ft. Worth,TX"the Subscriber." The Subscriber: Subscriber Gompany Name B111han Contact Reference _ M __BfII PEC ntact Email ______._ _-._----..-_ _._..__ ...____. _. — _ City of Fort Worth,City Attorney's Office Tracey McVaykov TraccY.Mcy�vfrvrthtexas. Subscriber Name Subscriber F-mail Billing Phone Number � BEIT19 Fax Nulther_ W _ Christgpht r.l�foslevfgifort�yorihtaxas Christopher Mosley �Bsx 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 5ubseriber Phone Number , SnhYCfthar Fax Ntimhor Pt{rahgae OMer#(Please tlUl— Contract#(Office Use Only) 817-392-7603 917-392-8359 N/A NCR agrees to provide an on-line computerized information retrieval andlor delivery service('the Service"), 'rhe Subserlber agrees to pay all charges arising front file Use ofall individual accotnits("Users")listed on Appendix A ofthis schedule,and agrees to be hound by the Terms nrld Conditions herein. Pricing: The Subscriber under this Agreement has registered access,subject to lite terms and conditions set forth on the reverse side of this Agreement,to the followin_country databases and/or services for file folloxvii% rice: T Users Products and Services 710escription Unit Price Total Price 1 BankruptoyData $1,500.00 $1,500.00 TOTAL Anrntrtl Foe - ----------- -------- —� — —� -;f,5ftb.r.�C - Contract Terin: Contract Term lease check): Blliln�CycEoleasecheck}: One Year: ✓ Two Years: 1-1- Other: Quarterly: n Yearly: ✓ gther: Billing pate ..-- 5.1.20 4.3 0.21 Payment for service is due to NCR at the addrtss below within IS days of invoice date. Signatures: City of Fort W th, City Attorney's Fa Office For: Newgeneration Research Subscriber's co p ny Name NGR Authorized sign rt( �pa e ManatiOl 18 signature ( Oflte Asst. City Kevin Gunn Manager Jaynes R Hammond publisher Authorized Signature's Name I Title Manager's Signature's Name Title 10FRUAL RECORD CITY SECRETARY FT WORTH, TX General Terms and Conditions of Use 1. DEFINITION'S 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,'file 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 NOR. 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 Ihan the original recipient of said password(s),the Subscriber must obtain tine prior written consent of NGR. The sharing or passwords without the prior written consent ofNOR is strictly prohibited, Time Subscriber also agrees not to"abuse"the download of data from the service. "Abuse"is defined as downloading ofdata from the service using robot,spider or any other similar applications or automated processes,which downloads data automatically. NOR reserves the right to invoice customers who are found guilty of abuse of data. Z. AVAILABILITY AND ACCURACY OF INFORMATION NOR reserves the right to change the content,presentation,Subscriber facilities,or availability of any part of time Services,and make changes to the software used to make time Services availablo,at its sole discretion. If the information available through the Services is materially reduced,NCR's sole obligation to tine Subscriber shall be to refund charges paid in advance ore a pro-rala basis according to the extent of the reduction.WHILE NOR HAS NO REASON TO B.)LIEVE THAT THERE ARE ANY INACCURACIES OR DEFECTS IN THE INFORMATION COMPRISED WITHIN THE SERVICES,OR IN THE SOFTWARE USED TO MAKE THE SERVICES AVAILABLE,NOR 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 NOR nor its Contributors shalt be liable for any loss or dannage(including consequential or indirect loss or damage which shall include,but which shall not be limited to,loss of property or ofprofit,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 NOR,or against the Subscriber,by any party,arising directly or indirectly out of the rise 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 ofthe informnation,provided that(save in the event of death or personal injury resulting therefrom.)NCR's total liability shall not exceed a sum equivalent to Orre Motnth's charges to the Subscriber taken as an average of ilac sums invoiced over the preceding twelve month period,or,in the event that the Subscriber lifts been a Subscriber for less than twelve months,the period since the start of the agreement,or$5,000,whichever shall be tine smaller. 4. FEES: NOR will invoice the subscriber for the Flat Fee Annually in advance,unless othenvise stipulated. 5. PAYMENT TERMS All charges,charge rates,and applicable teens of payment shall be as I isled in the current price list for the Services,and shall he subject to change by NGR upon giving fire Subscriber not less than 30 days prior written notice.All charges and charge rates expressed are exclusive of any taxes,which arc,or may be,applicable, Payment is due within 15 days of the date stated on the invoice.The User shall be responsible fur: • Any registration fee,monthly minimmn 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 auypriciug addendum. • Ifany sumn payable to aitlmer party by lire other is not paid within seven days alter the due date annd a party has failed,within fourteen(14)days after the receipt of request in writing to remedy such failure,then,without prejudice to each party's rights and remedies,the party to whom monies are due reserves the right to charge interest on the sum due oil 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. G. 'PERM This Agreement shall be valid for lcugtlt of time slated as"Contract Term"oil page one of this document.Tile agreement shall automatically renew for an additional period of time equal to that stated as"Ce[[iraet Tenn"unless cancellation notification is received by NOR in writing by registered[nail From the Subscriber at least 90 days prior to tine end of the current term. This Agreement shall remain in force unless terminated in accordance with lime following provisions: • If the Subscriber is in breach of auy of rite terms of this Agreement and has failed to remedy the same within 14 days,NGR may forthwith terminate this Agreement willaod liability to the Subscriber,or without prejudice to its rights in respect of such breach. • Ifthe 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 ofall or tiny part of the business or assets of the Subscriber,NGR may terminate this Agreement forthwith without liability on its part to[lie 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 wrillen consent ofNGR, S, 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 tinder sea]. Appendix A—Individual User Information Please lnitial: 4jih.¢riher: 7117/18 NGR; P - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - � | | | | | | i Please mm^t -.1111w,+mc »«»«» ADDENDUM TO NEW GENERATION RESEARCH STANDARD SUBSCRIPTION AGREEMENT 1. BETWEEN THE CITY OF FORT WORTH 2. 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"or"Subscriber"), 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 Controllin . 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 3 0 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. Right to Audit. NGR agrees that City shall, until the expiration of three (3) years after filial 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 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. 5. Governing Law/Venue. This Agreement shall be construed in accordance with the laws of the State of Texas. If any action, whether real or asserted, at law or in equity, is brought pursuant to this Agreement, venue for such action shall lie in state courts located in Texas. Executed this the LJ day of , 2020. Please Irtiliel: 7117/18 NOR: CITY OF TORT WORTH: NEW GENERATION RESEARCH,INC. • By: Name:Kevin unn .lames R. I mond Assistant City Manager Publisher Date: -3 / -7 Date: - r APPROVED AS TO FORM AND LEGALITY- By: r�� Matthew Murray Assistant City Attorney ATTEST: �o-� `t ary Kays C' Sec etary Farm 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, includinghennssming all performance and reporting requirements. V/ ?"yMcV y trative Services Coordinator ®hF9CUAL RECORD iTY SECRETARY° ` . WORT&c, Please Initial: ft: ;,c r`IGR: