HomeMy WebLinkAboutContract 55572STANDARD SUBSCRIPTION AGREEMENT
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:
Pr
Co
Subscriber Compan:,,,_N_a_m_e ________
1
____ Billing Contact Reference Billin_g_i=_C?_!!!!!_Ct E-mail 1 .. ---
J'rnc~v. Mc V ;1y@fort worth t.:'i.QS_
C!QV
City of Fort Worth, City Attorney's Office Tracey McVay
l----'S'-"u.c.bc.csc;c..rcclb-"-er'-'N_a_m ___ e _______ S""'u'-"b"'s"'cr-"lbc..ce.;..r c;;E..;.•mcca..cll ___ -1---...cBccif=llng Phone Number
C'Jtt:ifiloul1cr .Mosicv@lll1r1\v11r1h1c~," Christopher Mosley 817-392-7623
___ Billing Fax Number
817-392-8359
Subscriber Address Billin Address , ________ _.;:.=-.;:..:c..:.::..:..:...:..c..:;c:.:.c'-"-"----------1-------------------==:"--'-=:..::..:C:::,_ ________ f---t
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
817-392-7603 817-392-8359
Purchase Order# (Please _fill)___ __
NIA
Contract# (Office Use ·onl~)__
NGR agrees lo provide an on -line computerized information retrieval and/or delivery service ("the Service"). The Subscriber agrees lo pay al l
charges arising from the use of all individual nccounts ("Users") listed on Appendix/\ of this schedule, and agrees to be bound by the Term s a1 d
Conditions herein.
icing:
The Subscriber under this Agreement has registe red access, subject 10 the terms and conditions set forth on the reverse side of this Agreement , 10 the
following country databases and/or services for the following price :
Users Products and Services Description Unit Price Total Price
1 BankruptcyData $1,500.00 $1,500 .00
I
I
TOTAL !Annual Fee $1,500.00
ntract Term:
Contract Term lalease check): Bllling _<;Y.i,le_(please check):
One Year: ✓ I Two Ye~;;=---1 I Other: I Quarterly: I I Yearly: I ✓ I Other: I
_ Billin9 Start Date Billing End Date
5.1.21 4.30.22
Payment for service is due to NGR :a, the address below within 15 days ofinvoice date.
Sig natures:
City of Fort Worth, City Attorney's
For: Office For: ~Com~an~A.
,~ .. -./I ~--S:I ;;--;1
Authorized Signature V : Dale
I
Deputy
City
Jay Chapa Manager
Authorized Signature's Name I Title
New Generation Research
NGR
"'LJ.A'•..,.A.A II aht,h'[,DJtqj 4/9/21
7
Mantyer's Sign1lure
James R Hammo d n
Manager's Signature's Name
If~ publ1shE1r
I Title
I
OFFICBAl ECORD
CITY SEC ETARY
FT.WO H,TX
CITY SECRETARY
CONTRACT NO . __ _,_ __ _
General Terms and Conditions of Use
I. DEFINITIONS
New Generation Research ("NGR") provides a range of information services ("Services") marketed as The Turnaround Letter, BankruptcyOata , he
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 . TI1e Subscriber may not sell, resell, or otherwise ma ke the information available in any manner, , r on
any media, to any 1hird party, unless the Subscriber has been granted prior written consent by NGR . The Subscriber agrees to limit access 10 and sc
of the Services to the individuals ("Users") whose names are set forth in Appendix A. Subscriber agrees th at before additional users can be odde or
before additional passwords can be ass igned or used by someone other than the original recipienl of said password(s), the Subscriber must ob1ain lhe
prior written consenl ofNGR. The sharing of passwords withoul the prior writlcn conscnl ofNGR is strictl y prohibited . The Subscriber also agr cs
001 10 "abuse" lhe download of data from the service. "Abuse" is defined as downloading of data from lhe service using robol , spider or any othe
similar appl ica 1ions or au toma1ed processes, which downloads data automatically. NGR reserves the right to inv oice customers who are found guilty
of abuse of data .
2 . AVAILABILITY AND ACCURACY OF INFORMATION
NGR reserves lhe right 10 change the conlent, presenlalion , Subscriber foci lilie s, or availabilily of any parl of th e Services, and make changes to ti e
software used 10 make lhe Services uvailable, al its sole discretion . lf1he information available 1hrough the Services is materially reduced, NGR' sole
obligalion to the Subscriber shall be lo refund charges paid in advance on a pro -ra1a basis according to 1he extent of the reduction . WHILE NOR tl!AS
NO REASON TO BELIEVE THAT THERE ARE ANY INACCURACIES OR DEFECTS IN THE INFORMATION COMPRISED WITHIN TH E
SERVICES, OR IN THE SOFTWARE USED TO MAKE THE SERVICES AVAILABLE , NOR FOR ITSELF AND ON BEHALF OF ITS I
CONT RIBUTORS , MAKES NO REPRESENTATION , AND GIVES NO WARRANTY (EXPRESSED OR IMPLIED) WITH REGARD TO TH ·
INFORMATION , OR ANY PART OF THE DATABASES COMPRNGRNG THE SER VI CES , INCLUDING, BUT NOT LIMITED TO, THE
FITNESS OF THE INFORMATION OR THE DATABASES, FOR ANY PURPOS E WHATSOEVER.
3. LIABILITY
Excepl as olherwis e expressly provided, neither NOR nor i1s Contribulors shall be liable for any loss or damage (inc luding consequential or ind ire I
lo ss or damage which shall include, bu1 which shall not be limited 10, los s of properly or of profit , business revenue or anticipated savings, an d lo ~s of,
or damage 10, data) or for any costs, claims, or demand of any nature, whe1her asserted against NGR, or against the Subscr iber, by any party, arising
directly or indirectl y ou1 of 1hc use of. access 10, or wi1hdrawal of, the Services, the dat abases comprising the Services, or out of any informalion dr
materials comprised therdn . NGR's respective lia bility shall be limi1ed 10 direct loss suffered by lhe Subscriber, where such los s arises solely fro;!,
NGR's negligent acts or omissions, or those of its employees in the provi sio n of the Services of1he informalion, provided that (sa ve in the eve nt of
dealh or personal injury resulting 1herefrom .) NOR 's tolal liability shall not exceed a sum equivalent 10 one monlh 's charges to the Subscriber 1ak 9n as
an average of 1he sums invoiced over lhc preceding twelve month period, or, in the event th at the Sub sc riber has been a Subscriber for less than 1,~cl ve
months, lhc period since the s1art of the agreement, or $5,000, whichever shall be lhe smaller .
4. FEES:
NOR will inv oice 1he subscriber for the Fial Fee An nuall y in advance, unle ss 01herwise s1ipulated .
5. PAYMENTTERMS
6.
All char ges, charge rares, and applic abl e terms ofpaymenl shall be as li s1ed in th e currcnl price !isl for lhe Services, and shall be subject to chang by
NOR up on giving th e Subscriber not les s than 30 days prior wrillen notice . All charges and charge rates ex presse d are exclusive of any laxes, whi h
arc , or may be , applicable . Paymenl is due wi1hin 15 da ys of the dale s1a1ed on the invoice . The User shall be responsible for :
Any registration fee, monlhly minimum us age charge , prepayment for usage charge , and/or s1a nding charge appli cab le under this Agreemenl
Any and all additiona l charges for documents and other Services as !isled in any pricing addendum .
If any sum payable 10 either party by the 01her is not paid within seven days after the due date an d a part y has failed, within fourteen ( 14) days
after 1he receipt of request in wri1in g to remed y such failure, th en , withoul prejudice to each party's righ1s and remedies , 1he parly to whom ~
monie s are due re serves 1he righl 10 charge inlerest on lhc sum due on a day 10 day basis from the last day for repayment of lhal sum lo th e a -lual
dale of payment (both dales inclusive) at lhc ra1c of CPI plu s 1% from lime to time in force, compounded qu arte rly . That in1ercs1 will be pai by
1he party which owes any monie s on demand . I
TERM
This Agreemenl shall be valid for lcng 1h of lim e slated as --con1rac1 Term" on page one of thi s document. The agreement shall automatically rene 'Y for
an add it ional period of lime equ al to lhat s1a1ed as "Con tract Term" unless cancellalion notification is received by NGR in writing by reg is tered mail
from the Sub sc rib er al leas t 90 days prior 10 the end of the current term .
This Agreement shall remain in force unless termin ated in accordan ce with th e following provisions :
If lhe Subscriber is in breach of any of lhe terms of lhis Agreement and has failed 10 remedy the same within 14 days, NOR may fo rlh , it h
terminate I his Agreement without liability IO lhe Subscriber, or withoul prejudice to its righls in respect of such breach .
If the Subscriber shall convene a meet ing of i1s creditors , or if the Subscr iber shall be unable to pay i1s deb ls , or if a 1rus1ee re ceiver,
administra1ive receiver or similar office is appoin1ed in respect of all or any pa rl of the busine ss or assets of lhe Sub scri ber, NOR may
1crmina1e this Agreement forthwith wilhout liability on its part 10 th e Subscriber.
7. ASSIGNMENT
This Agrccmenl and any ri ght s of access to any Services provided 10 lhe Subscriber may not be assigned, lic ense d, or otherwise tr ansfe rred by 1he
Su bsc riber wi thou1 the prior wriuen conscnl of NOR.
8. GOVERNING LAW Thi s Ag reemen 1 shall be governed by and in1erpre1ed und er 1hc law s of the S1a1e of Massachusetts (without regard 10 ils
principle of choice of law). and are intend ed 10 lake effect as instruments under sea l.
Please In itial : Subscriber:
NGR :
-Y.i. --'-'-"-'-JRH_~,__
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OFFICIAL flECORD
CITYS ~RY
FT. WOR H, TX
Appendix A -Individual User Information
Name of User User E-mail Address City/State Identification Name ; Password
1 . i Chris Mosley chris .mosley@fortworthgov.org Ft . Worth TX
chris .rnosley@fort
1
.
worthgov.org 1
!
615For55
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1.1.
12.
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14.
15. fo :·
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18.
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26 . '
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7/17/1
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 Agree ent
("Addendum") is entered into by and between New Generation Research, Inc. ("NGR") and the Cit of
Fort Worth ("City" or "Subscriber"), collectively the "parties," for the purchase of information servic s.
The Contract documents shall include the following:
I. The NGR Standard Subscription Agreement; and
2 . This Addendum.
Notwithstanding any language to the contrary in the attached NGR Subscription Agreement tthe
"Agreement"), the Parties hereby stipulate by evidence of execution of this Addendum below b if a
representative of each party duly authorized to bind the parties hereto, that the parties hereby agree 1hat
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 he
terms herein, are prohibited by applicable law, conflict with any applicable rule, regulation or ordina ce
of City, the terms in this Addendum shall control.
2 . Termination. Either City or NGR may terminate the Agreement at any time and for ny
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
third party harmless from damages of any kind or character, City objects to these terms and any s
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 a er
final payment under the Agreement, have access to and the right to examine any directly pertinent boo s,
documents, papers and records of NGR involving transactions relating to the Agreement. NGR agr es
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 he
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 he
State of Texas . If any action, whether real or asserted, at law or in equity, is brought pursuant to this Agreem nt ,
venue for such action shall lie in state courts located in Texas .
Please Initi al: Suh scrihcr :
NGR : 7/1711 1
Executed this the _9 __ day of _6R_ri _l ___ , 202 l.
CITY OF FORT WORTH:
By:
Name: Jay Chapa
Deputy City Manager
Da te : -> -J) -d / -------~---
APPROVED AS TO FORM AND LEGALITY:
By :
Matthew Mway
Assistant City Attorney
Contract Compliance Manager:
NEW GENERATION RESEARCH, INC.
----ta,;~ Ii ~;rd
By : -.4------------w-
Jam s R . Hammond
Publisher
D April 9, 2021 ate: -----------
· By signing I acknowledge that I am the person responsible for the monitoring and administration of his
contract, including ensuring all performance and reporting requirements.
/,✓-_>"faq e,1,-m l~6-------__
/ Tracey Mei ay (J
Administrative Services Coordinator
' "-,.
OFFICIAL R CORD
CITY SE it ~RY
FT. WORT , TX