HomeMy WebLinkAboutContract 37664 (2)CITY SECRET, fjV
BLOOMBERG FINANCE L.P.
CONTRACT Non % 731 Lexington Avenue
k, NY 10022
BLOOMBERG SCHEDULE OF SERVICES
SERVICE PROVIDER ("or ): BL%0%0 G FINANCE L.P.
SERVICE RECIPIENT (" SR"): CITY OF FORT WORTH ACCOUNT No: 30013704
DEPARTMENT: ORDER DATE: 9/08/2008 ORDER No: 20213047
EQUIPMENT ADDRESS:
CITY OF FORT WORTH
1000 THROCKMORTON STREET
(City) (State/Province) (Postal Code)
United States
USER CONTACT:
DAMES MAULDIN 1817392-2438
BILLING ADDRESS:
CITY OF FORT WORTH
1000 THROCKMORTON STREET
FORT WORTH TX 76155
(City) (State/Province) (Postal Code)
United States
BILLING CONTACT:
DAMES MAULDIN 817 392 2438
SP and SR are parties to a BLOOMBERG AGREEMENT, Number 2808938 (the "Agreement") which sets forth the terms and
conditions under which SP provides to SR the Services described therein. Notwithstanding anything to the contrary contained in this
Schedule, SR has the option to cancel this Schedule upon written notice to SP for any reason up to 45 days from the actual installation date
upon payment of the charges described in paragraph 3 of the Agreement from the first day of installation through the date of removal. SP has
the option to cancel this Schedule for any reason during the same period. If SP exercises such option, SR shall be responsible for payment of
the applicable charges set forth in paragraph 3 of the Agreement, and if SR is in breach of the Agreement or this Schedule, a termination
charge in an amount equal to 50% of the charges under this Schedule that would otherwise have been due for such terminated Services for
the balance of the Schedule Term,
QUANTITY
TYPE OF SERVICES/EQUIPMENT ORDERED
MONTHLY
UNIT PRICE
1
Bloomberg Anywhere
11800,00
1
Access Point w/Trans Prod
0.00
Total: $15800600
PO#
TERMS AND CONDITIONS
1. INSTALLATION OF SERVICE(S); OTHER EQUIPMENT
Pursuant to the Agreement, SR 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) The initial term of this Schedule is from the first day Services or additional Services are provided to the second anniversary of that
date (the "Schedule Term"). 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, SR shall 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 SR 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,
(Additional terms on next page with required acknowledgment)
Customer
!nitials: Acct: 30013704 Agmt: 2808938 Ord: 20213047 DT: 1200 CI: BFLP Pg 1 of 4 SchGlobal 10/31/07
11111 IN 1 II 11111 II IIIII 1 II III111111111111111 IN 1 II 111111111 IIIIII 11111 II IN
(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
are 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 installed a replacement approved by SP.
(d) The Total does not include monthly fees for real-time 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 Anywhere" 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 "Access 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 permissioned to receive the same functionalities 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 SP. 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,
both 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 same 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 NETWORK; MULTIPLE SERVICES
If this Schedule provides, or may from time to time provide, for a fee for 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 SR 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 SP.
(c) SP and its Affiliated 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, SP SHALL
Customer
(Additional terms on next page with required acknowledgment)
Initials: Acct: 30013704 Agmt: 2808938 Ord: 20213047 DT: 1200 CI: BFLP Pg 2 of 4 SchGlobal 10/31/07
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 thereof
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 may expressly 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, for 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 shall 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: (1) must be associated with a specific BLOOMBERG PROFESSIONAL service subscription
accessed by SR; (ii) 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 properly 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: (i) 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; (ii) 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, networked in whole
or in part; 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 FOR 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 SP 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.
(b) 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 of SP, which may discharge those responsibilities, obligations and duties on behalf of SP.
(Additional terms on next page with required acknowledgment)
Customer
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11111111111111111111111111111111 �11111111111111 II III 11111111111111111111111111111111111 II III 11111111111111111111111111111111111 IN/1111111 II 111111 II III IIIII IIIII 11111 IN 1111111111111111111111111 IN
(c) For inquiries, SR should contact Bloomberg L.P., operating agent of or, at 731 Lexington Avenue, New York, NY 1M0
Telephone: (212) 318-2000, Facsimile: (917) 369-5540, or any successor operating agent or other party as specified by SP from
time to time.
(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 FORT WORTH
Company Name
(Duly authorized officer, partner or
`Name (Please type or
`Title (Please type or print)
Agreed to by:
BLOOMBERG FINANCE L.P.
By: BLOOMBERG (GP) FINANCE LLC,
General Partner
'Date - Date
BLOOMBERG, BLOOMBERG PROFESSIONAL, BLOOMBERG MARKETS, BLOOMBERG NEWS, BL OMBERG T ADEBOOK, BLOOMBERG BONDTRADER, BLOOMBERG
TELEVISION, BLOOMBERG RADIO, BLOOMBERG.COM and BLOOMBERG ANYWHERE are trademarks and service marks of Bloomberg Finance L.P., a Delaware limited
partnership, or its subsidiaries. All rights reserved.
3737064.5
Account: 30013704 Agreement: 2808938 Order: 20213047 DT: 1200 CI: BFLP Page 4 of 4 SchGlobal 10/31/07
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