HomeMy WebLinkAboutContract 59520CSC No. 59520
■ NEW GENERATION
■ ■RESEARCH, INC.
City Attorney- Ft. Worth Texas
City of Fort Worth, Texas New Generation Research
6228 CRYSTAL LAKE DR 88 Broad Street, 2nd Floor
Fort Worth, TX 76179
United States Boston, MA 02110
US
Tracey McVay Prepared by: Ben Schlaf man
tracey.mcvay@fortworthtexas.gov
817.392.7623 ben@bankruptcydata.com
Reference: 20230316-091640875
Quote created: March 16, 2023
Quote expires: May 15, 2023
BILLING
PRODUCTS & SERVICES SKU QUANTITY PRICE
FREQUENCY
BankruptcyData Single User 1 $2,000.00
License
SUBTOTALS
One-time subtotal $2,000.00
Comments
Total $2,000.00
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Purchase terms
General Terms and Conditions of Use
1. DEFINITIONS
New Generation Research ("NGR") providesa rangeof information services ("Services') marketed as BankruptcyData.. The
Subscriber may not sell, resell, or otherwise makethe 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 agreesto limit accessto and use
of the Services to the individuals ("Users') whose names are set forth in Appendix A. Subscriber agreesthat before additional
users can be added or before additional passwords ca n be assigned or used by someone other than the original recipient of
said password(s), the Subscriber must obtain the prior written consent of NG R. Thesharing of passwords without the prior
written consent of NGR isstrictly prohibited. The Subscriber also agrees not to "abuse' thedownload of data from the
service. "Abuse' isdefinedasdownloading of data from theservicevia the useor launch any automated system, including,
"robots," "spiders," "scrapers' or "offline readers," that sends more request messagesto our servers in a given period of time
than a human can reasonably produce in thesame period by using a conventional browser or email client. NGR reservesthe
right to invoice customers who arefound guilty of abuseof data.
2. AVAILABILITY AND ACCURACY OF INFORMATION
NGR reserves the right to change the content, presentation, Subscriber facilities, or availability of any part ofthe5ervices,
and make changes to the software used to make the Services available, at its sole discretion. NGR limits the download of data
to no morethan 20,000 records per day, unless otherwise negotiated. If the information available through the Services is
materially reduced, NG R'ssole obligation totheSubscriber shall beto refund charges paid in advanceon a pro-rata basis
according to theextent of the reduction. WHILE NGR HAS NO REASON TO BELIEVE THATTHEREAPE ANY
INACCURACIES OR DEFECTS IN THE INFORMATION COMPRISED WITHIN THE SERVICES, OR IN THE SOFTWARE USED
TO MAKE THE SERVICES AVAILABLE, NGR FOR ITSELFAND ON BEHALF OF ITS CONTRIBUTORS, MAKES NO
REPRESENTATION, AND GIVES NO WARRANTY (EXPRESSED OR IMPLIED) WITH REGARD TO THE INFORMATION, OR
ANY PART O F THE DATABASES COMPRISING THE SERVICES, INCLUDING, BUT NOT LIMITED TO, THE FITNESS O F THE
INFORMATION OR THE DATABASES, FOR ANY PURPOSE WHATSOEVER.
3. LIABILITY
Except as otherwise expressly provided, neither NGR nor its Contributors shall beliablefor any loss or damage (including
consequential or indirect loss or damagewhich shall include, but which shall not be limited to, lossof property or of profit,
business revenueor anticipated savings, and loss of, or damageto, data) or for any costs, claims, or demand of any nature,
whether asserted against NG R, or against the Subscriber, by any party, arising directly or indirectly out of the useof, access
to, or withdrawal of, the Services, thedatabases comprising the Services, or out of any information or materials comprised
therein. NG R's respective liability shall be limited to direct loss suffered by the Su bscriber, where such loss arises solely from
NG R's negligent acts or omissions, or those of its em ployees in the provision of the Services of the information, provided that
(save in theevent of death or personal injury resulting therefrom.) NGR'stotal liability shall not exceed a sum equivalent to
one month's cha rges 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 lessthan twelve months, the period sincethestart of the
agreement, or $5,000, whichever shall bethesmaller.
4. FEES:
NGR will invoice the subscriber for the Flat Fee Annually in advance, unless otherwise stipulated.
S. PAYMENT TERMS
All charges, charge rates, and applicable terms of payment shall be as listed in thecurrent price list for the5ervices, and shall
besubject to changeby NGR upon giving the5ubscriber not lessthan 30 days prior written notice. All chargesand charge
ratesexpressed areexclusiveof any taxes, which are, or may be, applicable. Payment isduewithinl5daysofthedatestated
on the invoice. The User shall be responsible for:
• Any registration fee, monthly minimum usagecharge, prepayment for usagecharge, and/or standing charge applicable
under this Agreement.
Any and all additional chargesfor documents and other Services as listed in any pricing addendum.
If any sum payableto either party by the other is not paid within seven days after theduedateand a party hasfailed,
within fourteen (14) days after the receipt of request in writing to remedy such failure, then, without prejudiceto each party's
rights and remedies, the party to whom monies are due reservesthe right to charge interest on thesum due on a day to day
basisfrom the last day for repayment of that sum to theactual dateof payment (both dates inclusive) at the rateof CPI plus
1%from timeto time in force, compounded quarterly. That interest will be paid by the party which owes any monies on
demand.
6. T ERM
The term of this agreement is one year, unless otherwise noted. The agreement shall automatically renew for additional one-
year periods unless cancellation notification is received by NG R 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, NG R
may forthwith term inatethisAgreement without liability to the Subscriber, or without prejudice to its rights in respect of
such breach.
• If the Subscriber shall convenea meeting of itscreditors, or if the Subscriber shall beunableto pay itsdebts, or if a trustee
receiver, administrative receiver or similar office isappointed in respect of all or any part ofthebusinessor assetsof the
Subscriber, NG R may terminate this Agreement forthwith without liability on its part to the Subscriber.
• NG R may terminatethis Agreement at any time upon giving the Subscriber not less than 30 days prior written notice.
NG R'sonly obligation in this event shall beto refund pro-rata charges paid in advance.
7. ASSIGNMENT
This Agreement and any rightsof accessto any Services provided to the Subscriber may not beassigned, licensed, or
otherwise transferred by the Subscriber without the prior written consent of NG R.
8. GOVERNING LAW This Agreement shall begoverned by and interpreted under the laws of theState of Massachusetts
(without regard to its principleof choiceof law), and are intended to take effect as instruments under seal.
Signature
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Tracey McVay
tracey.mcvay@fortworthtexas.gov
Ben Schlaf man
ben@bankruptcydata.com
ADDENDUM TO NEW GENERATION RESEARCH STANDARD
SUBSCRIPTION AGREEMENT
BETWEEN
THE CITY OF FORT WORTH
AND
NEW GENERATION RESEARCH, INC.
This Addendum to the New Generation Research, Inc. Standard Subscription Agreement
("Addendum") is entered into by and between New Generation Research, Inc. ("Vendor") and the
City of Fort Worth ("City"), collectively the "parties."
The Contract documents shall include the following:
1. The New Generation Research Standard Subscriptions Agreement; and
2. This Addendum.
Notwithstanding any language to the contrary in the attached New Generation Research
Standard Subscription Agreement, the parties 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. Termination.
a. Convenience. Either City or Vendor may terminate the Agreement at any
time and for any reason by providing the other party with 30 days written notice of
termination.
b. Breach. If either party commits a material breach of the Agreement, the non -
breaching Party must give written notice to the breaching party that describes the breach
in reasonable detail. The breaching party must cure the breach ten (10) calendar days after
receipt of notice from the non -breaching party, or other time frame as agreed to by the
parties. If the breaching party fails to cure the breach within the stated period of time, the
non -breaching party may, in its sole discretion, and without prejudice to any other right
under the Agreement, law, or equity, immediately terminate the Agreement by giving
written notice to the breaching party.
C. Fiscal Funding Out. In the event no funds or insufficient funds are
appropriated by City in any fiscal period for any payments due hereunder, City will notify
Vendor of such occurrence and the Agreement shall terminate on the last day of the fiscal
period for which appropriations were received without penalty or expense to the City of
any kind whatsoever, except as to the portions of the payments herein agreed upon for
which funds have been appropriated.
d. Duties and Obligations of the Parties. In the event that the Agreement is
terminated prior to the Expiration Date, City shall pay Vendor for services actually
Addendum Page I of 4
rendered up to the effective date of termination and Vendor shall continue to provide City
with services requested by City and in accordance with the Agreement up to the effective
date of termination. Upon termination of the Agreement for any reason, Vendor shall
provide City with copies of all completed or partially completed documents prepared under
the Agreement. In the event Vendor has received access to City information or data as a
requirement to perform services hereunder, Vendor shall return all City provided data to
City in a machine-readable format or other format deemed acceptable to City.
2. Law and Venue. The Agreement and the rights and obligations of the parties hereto
shall be governed by, and construed in accordance with the laws of the United States and state of
Texas, exclusive of conflicts of laws provisions. Venue for any suit brought under the Agreement
shall be in a court of competent jurisdiction in Tarrant County, Texas. To the extent the Agreement
is required to be governed by any state law other than Texas or venue in Tarrant County, City
objects to such terms and any such terms are hereby deleted from the Agreement and shall have
no force or effect.
3. Sovereign Immunitv. Nothing herein constitutes a waiver of City's sovereign
immunity. To the extent the Agreement requires City to waive its rights or immunities as a
government entity; such provisions are hereby deleted and shall have no force or effect.
4. Limitation of Liabilitv and Indemnity. Vendor agrees the exclusions or limits of
liability, as may be stated elsewhere in the Agreement, shall not apply to the City's claim or loss
arising from any of the following: (a) Vendor's breach of its data security obligations; (b) Vendor's
misuse or misappropriation of the City's intellectual property rights, (c) Vendor's indemnity
obligations, or (d) any other obligations that cannot be excluded or limited by applicable law. To
the extent the Agreement, in any way, requires City to indemnify or hold Vendor 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.
5. Data Breach. Vendor further agrees that it will monitor and test its data
safeguards from time to time, and further agrees to adjust its data safeguards from time to
time in light of relevant circumstances or the results of any relevant testing or monitoring. If
Vendor suspects or becomes aware of any unauthorized access to any financial or personal
identifiable information ("Personal Data") by any unauthorized person or third party, or
becomes aware of any other security breach relating to Personal Data held or stored by
Vendor under the Agreement or in connection with the performance of any services
performed under the Agreement or any Statement(s) of Work ("Data Breach"), Vendor shall
immediately notify City in writing and shall fully cooperate with City at Vendor's expense
to prevent or stop such Data Breach. In the event of such Data Breach, Vendor shall fully
and immediately comply with applicable laws, and shall take the appropriate steps to remedy
such Data Breach. Vendor will defend, indemnify and hold City, its Affiliates, and their
respective officers, directors, employees and agents, harmless from and against any and all
claims, suits, causes of action, liability, loss, costs and damages, including reasonable
attorney fees, arising out of or relating to any third party claim arising from breach by
Vendor of its obligations contained in this Section, except to the extent resulting from the
acts or omissions of City. All Personal Data to which Vendor has access under the
Addendum Page 2 of 4
Agreement, as between Vendor and City, will remain the property of City. City hereby
consents to the use, processing and/or disclosure of Personal Data only for the purposes
described herein and to the extent such use or processing is necessary for Vendor to carry
out its duties and responsibilities under the Agreement, any applicable Statement(s) of Work,
or as required by law. Vendor will not transfer Personal Data to third parties other than
through its underlying network provider to perform its obligations under the Agreement,
unless authorized in writing by City. Vendor's obligation to defend, hold harmless and
indemnify City shall remain in full effect if the Data Breach is the result of the actions of a
third party. All Personal Data delivered to Vendor shall be stored in the United States or
other jurisdictions approved by City in writing and shall not be transferred to any other
countries or jurisdictions without the prior written consent of City.
6. No Debt. In compliance with Article 11 § 5 of the Texas Constitution, it is
understood and agreed that all obligations of City hereunder are subject to the availability of funds.
If such funds are not appropriated or become unavailable, City shall have the right to terminate the
Agreement except for those portions of funds which have been appropriated prior to termination.
7. 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.
8. Ri2ht to Audit. Vendor 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 Vendor involving transactions relating to the
Agreement. Vendor agrees that City shall have access during normal working hours to all
necessary Vendor 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 Vendor reasonable
advance notice of intended audits.
(signature page follows)
Addendum Page 3 of 4
[Executed effective as of the date signed by the Assistant City Manager below.] / [ACCEPTED
AND AGREED:]
City:
By:
Name: Fernando Costa
Title: Assistant City Manager
Date: May 31, 2023
Vendor:
By: Q
Name: James Hammond
Title: Publisher
Date: May 26, 2023
CITY OF FORT WORTH INTERNAL ROUTING PROCESS:
Approval Recommended:
6c--
By: Leann Guzman (May 31, 2023 15:23 CDT)
Name: Leann Guzman
Title: City Attorney
Approved as to Form and Legality:
By:
`�`��—
Name: Taylor Paris
Title: Assistant City Attorney
Contract Authorization:
M&C: 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.
By: 7
Name: Tracey McVay
Title: Administrative Services Coordinator
City Secretary:
By:
Name: Jannette S. Goodall
Title: Acting City Secretary
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Addendum Page 4 of 4