HomeMy WebLinkAboutContract 37665 Bloomberg Finance L.P.
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BLO0KOBERGDATAFEEDADDENDUM
Order No. 20213047
Addendum 10 the Bloomberg Agreement No.2B0D938(the14Qoementl between Bloomberg Finance LP. (^SP") and CITY_QF FORT
WORTH rGR^>.
Background
A. 8P and SR are parties to the Agreement referenced above and the ScheWo(s)of Services(the"Schedule").
B� SR has indicated a desire to receive certain information contained in the Services (the"Information") by means of a datafeed (the
^DeUotead^) and to use the Information, Reformatted Information (mm defined) and Derived Information (as defined) on SR-
designated computers of SR equipped with a keyboard supplied by SR or its affiliates and/or other non-server desktop computers
of SR that contain configured software provided by SP or its uM|/io|ea that enable users 10 log onto the BLOOMBERG
PROFESSIONAL service(the"Authorized Computers") (collectively,the"Additional Services").
C. SP is willing to provide to SR the Information by the Oetafeed. subject N the \enna and conditions of the Agmenmnt, and as
amended by this Addendum.
D. Capitalized terms which are not defined herein shall have the meanings stated in the Agreement,
E. This Addendum uho|/apply to all present and future Account Nos, under the Agreement and shall replace all existing Bloomberg
Datafeed Addenda applicable to the Agreement and all BLOOMBERG PROFESSIONAL service subscriptions thereunder.
F. K 1hom are any inconsistencies between the terms of this Addendum and the terms of the Agreement with respect to the
Additional Services,the terms of this Addendum shall apply.
G. This Addendum shall apply only|o Information that BR receives via the Datafeed and not to information that SR receives from SP
o/its affiliates through other means.
Definitions
A� "Derived Information"shall moan Information or Reformatted Information used by SR for the purpose of carrying out calculations
and displaying the /oau/ts. provided that the Information or Reformatted information contained in the Derived Information does
not,in SR's sole judgment, remain identifiable and may not be readily extracted.
B. "Items"shall mean the Information, Reformatted Information, Derived Information, Materials and SR-Developed Applications,
C. "Limited Amount" ahuU moan u limited amount or type of Information, Reformatted Information or Derived Information that'
evaluated quantitatively and/or qualitatively, in SP's sole judgment, does not affect SP's ability to exploit the Information or the
ability of any source of any part nfsuch Information to exploit such part o|the Information or in each case to realize revenue in
connection therewith.
D. "Materials" shall mean any development and other materials that SP may make available to8R from time 10 time, which may
include without limitation: (i)development templates and tools including the files, software, documentation and/or other materials
that provide SR with the tools to develop, modify,enhance and/or upgrade SR-Developed Applications;(ii)any other applications,
software, files, materials, documentation or other items made available for development purposes or otherwise in connection with
the Additional Services:and(iii)simulations software.
E "Reformatted Information"shall mean information inaform in which the underlying Information, in SR's sole judgment, remains
identifiable.
F. "SR-Developed Applications" shall moan applications developed or modified by or on behalf of SR that (I)are derived fmm,
contain elements cd, or use intellectual property contained in. the Materials or (!I)accept the Information or Reformatted
|n(onnui|on as inputs, 0, at any time during the Term. any Authorized Computer ceases, for any reason, 0o be an Authorized
Cnmputer,this paragraph shall apply to all Information, Reformatted Information and Derived Information on any such Authorized
Computer.
& "System"shall include,without limitation, Authorized Computers and any software, hardware or other equipment urservices used
bySRto receive,store,analyze, manipulate or process the Items,
Rights to Use
1, 8P agrees that 8R may, solely for the purposes and on the conditions set forth in this Addendum, receive the Information by
means of the DaimfendintoAuthorized Computers ufSR. The Additional Services are solely and exclusively for SR's internal
business purposes on Authorized Com�uteo. including without limitation, as input to computer applications on Authorized Oomputorm. undmnyno1beumedfmrmua|eorotherkanoferord|mpum|Umnto. nrmambyurfnr1hmb*no8{of. anyotharpormumor
entity, SR may use or access the |nformation. Radormalted Information and Derived Information on|ymnn/from the Authorized
Computer that received the Information via the Datafeed or,for Reformatted information or Derived Information, on the Authorized
Computer on which the Reformatted information or Derived |nhonnaUnn was developed 'the "Designated Authorized Computer"),
In no event will SR permit the Information, Reformatted information or the Derived Information to be used in any way not
specifically authorized by In no event will SR permit the Information, Reformatted Information or Derived information to be
moveU. cop�d. bruuUc�u�. r��mduood. ported, or otherwise routed toor used in any fashion on any non-Authorized Computer,
printer,display,or application or on any Authorized Comouter other than the Designated Authorized 6mputer for such data:
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provided, however, that SRmay store the Information, Reformatted Information and Derived Information only on the Designated
Authorized Computer for such Information, Reformatted Information or Derived Information during the Term; and provided further
that Authorized Computers, nrusers using such Authorized Computers, shall not access Information, Reformatted Information or
Derived Information that is being shred or used onu different Authorized Computer, SR may access the Datafeed only from
Authorized Computers that are logged onto the BL0OM8ERG PROFESSIONAL service. Each time SR uses the Additional
Services, SR shall be deemed io repr000n\, warrant and covenant to SP that: (I)it has all requisite regulatory and legal authority
to enter into and be bound by this Addendum and the Agreement; and (ii)its use at the Additional Services complies with all
applicable |owo, rules and regulations. SR shall take all steps reasonably necessary to ensure that SR's employees comply with
all provisions of the Agreement, including this Addendum, and shall obtain from its employees appropriate agreements regarding
confidentiality and non-disclosure to prevent unauthorized disclosure and misuse during and after the Term. The term ''Somivas^
in the Agreement shall include the Additional Services.
2, NnNvitho1undingthaproviniononfihepomgoyphdUed''Rea|rictionaonUme''or^800pmof8emioeo^us1[oUh |nthoAQmemuntund
subject tn paragraphs 1 and 4(Rights to Use)uf this Addendum,in the ordinary course of business, SR may use and disseminate
a Limited Amount of the Information, Reformatted Information and Derived Information in published reports, whether in print or
electronic form, to support the primary business at SR in (i) providing research for internal use or to its customers or (if) making
trade proposals (to0oihor. "Reports"); prlovided, however, that 8R may not use or disseminate the Information, Reformatted
Information or Derived Information in any manner that could, in SP's on|e good faith judgment, affect SP's ability to license the
Information or cause the information so used or disseminated to be a source of or substitute for Information otherwise available
from 6P. In addition, such Reports shall not he part n[ anautomated process of generating oopoUa and such Reports shall not
include any Information, Reformatted Information or Derived Information in a streaming format.
3. The number and location of the Authorized Computers are set forth on the Schedule. SR agrees that each Authorized Computer,
printer and SP controller will have a unique address,which will be provided to SP prior to installation. SP shall have all rights with
respect to the Equipment provided by 8P, ino|udinQ, but not limited to, access to such Equipment; and SIR shall have all
obligations and responsibilities with respect thereto,as stated in the Agreement.
4� Notwithstanding eny1hingVa the contrary in this Addendum, 8R agrees 0o comply with all restrictions and requirements regarding
uso, d|eplay, d|V|hbudnn or as otherwise required by providers of Exchange Data (as defined) or Additional Information (as
defined). U requested by providers of Exchange Data or Additional Information, SP may provide such Exchange Data and
Additional Information providers with information regarding GRand its use of the Additional Services.
5� SIR understands that (I) contributors of Information may choose at any time to inhibit or prohibit their information from being
accessed under this Addendum and (ii)SP may modify the amount and type of Information that it makes available via the
Dmta(oad from time\o time in its sole judgment.
8. The parties expressly agree that the rights granted to 8R under this Addendum do not include the right to store all or any part of
the |nhunnahon. Reformatted Information or Derived Information|n databases for access by any Authorized Computers other than
the Designated Authorized Computer for such data,any non-Authorized Computers, non'BLODWBERG PROFESSIONAL service
subscribers or any third party or the right to distribute any database services containing all or any part of the Information,
Reformatted Information or Derived Information. SR may not use the|nfnrmeLion. Reformatted Information or Derived Information
in any way (x)to improve the quality of data sold or contributed by SR to any party or (y)for any automated data validation or
verification. Upon termination uf the Agreement or this Addendum for any reason whatsoever, SR shall use its best efforts to
promptly delete o/ purge any and all kemo, including any and all copies thereof from any System(o) SR used with the Items and
GR shall immndiate|y, upon such termination, cease using any and all Items; provided, however, that SIR need not cease ueiny,
purge or do|e\p any SR-Developed Applications that are modified so that they do not accept the Information or Reformatted
Information as inputs and are not derived from, contain elements of. or use intellectual property contained in, the Materials. SR
shall provide SP with evidence satisfactory 10 SPofall such de|ebona,purges and cessations cd use. A1 any time thereafter, if 8R
finds any Items on any of its Systems that was not deleted or purged in compliance with this pamgroph. BR shall ui that time
promptly delete or purge such |iwmo. Notwithstanding anything to the contrary set forth in this pamOmph, upon termination of the
Agreement or this Addendum. (1) SR shall not be required to dn|ek/ or purge Information, Reformatted Information or Derived
Information that in contained in Reports generated in compliance with paragraph 2 of this Addendum before the earlier of
termination of the Agreement or this Addendum and (ii)SR may store or archive Information, Reformatted Information and
Derived Information only as necessary to comply with internal audit and regulatory requirements,, provided in each case that SR
dunm not otherwise use any Information, Reformatted Information or Derived Information.
Protections
7, Notwithstanding anything to the contrary contained in this Addendum or the Agreement, SR may not use the Information,
Reformatted information or Dwdved information or any portion thereof in any manner that does or could compete with any
bum|nmms,produc|oroerNoeoYSPo/itsaMi|iaKao|no|udinA.bu\nn||im|tod\o.anyuseofmuohda8mthat may:
(a) result in the displacement of an existing subscriDtion of, or the loss of a potential subscription by, a third Darty to SP's or its
affiliates'information services including,without limitation,services with respect to Exchange Data and Additio'nal Information;
<a) result inareduction of SR's existing or potential subscriptions to SP's or its affiliates' information services, inu|ud|nQ but not
limited to, the number of Authorized Computers ur8LO0MBER8 PROFESSIONAL service subscriptions nr licensees under
the Agreement receiving the Information"or
(b) prejudice the rights of 8P, its affiliates or any sources of any part of the Information to exploit its respective portion of the
|n(#/mmkimn,
KSP believes in good faith that any business,mem/conrp�duu ofSRoompm�s with SPordmo#i|im8oain1hemannermpeci8ed
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above, SP may terminate this Addendum and/or the Agreement, pursue any and all remedies in respect of such breach,and may
require that SR immediately discontinue its use of the Information and Reformatted Information and comply with the provisions of
paragraph 8hereof.
8. SP reserves the right at any time to audit and monitor,either physically or electronically, (I)the requests of SR for the Information,
Exchange Data and Additional Information, (it)the number of Authorized Computers enabled to access the Information,
Reformatted Information. Derived Information, Exchange Data and Additional Information and (iii)the use by SR of the
}n[urmu\|un. Reformatted Information, Derived Information, Exchange Data and Additional Information. Providers of Exchange
Data and Additional Information may moni\or, either physically or e|ocimniouUy. SR's use of epp|ioob|a Exchange Data and
Additional Information. SR shall allow SP and providers of Exchange Data and Additional Information access to SR's premises,
computers (indudinQ, but not limited to, ha,d*um, wn@wum and network services) and personnel at all reasonable times for the
purpose of such auditing and monitoring. Upon the request nfSPora provider o( Exchange Data orAdditional Information, SR
shall make o management employee available to assist with such auditing and monitoring. In addition, from time to time upon
SP's request,SR shall demonstrate to SP's reasonable satisfaction that SR is in full compliance with this Addendum.
9� SR agrees that if as a result of auditing or monitoring by SP undo, paragraph 8. SR (a)is shown to be in breach of this
Addendum, (b)io using the Information, Reformatted Information or Derived Information on any non-Designated Authorized
Computer for such data, except as permitted by this Addondum, or other computers or users aocesa, or are enabled to acceaa.
Exchange Data or Additional Information in addition to those enabled by SP to access such data or (c)cannot demonstrate its
compliance with this Addendum to SP's reasonable ma¢ia|au8on. then (i)GR ohm|| be liable to pay additional uhung*o and/o,
Exchange Fnon (as defined) and/or AddiUnno| Information Fees (as defined), such charges or fees to be calculated from
following actual installation of the initial aewiueo. and (|i}8P yhe|| have the right in such event ho terminate this Addendum and/or
the Agreement and to pursue any and all remedies in respect of such breach,
1& The number and location of Authorized Computers enabled to 000eaa Exchange Data and Additional Information are those
enabled by8Ptu access such data.
Reports
11, SR agrees to maintain e log and produce a report to SP nnamonthly bosis, or as reasonably requested, listing the number n(
Authorized Computers per location and the unique address of each Authorized Computer and any other information reasonably
requested bySP from time totime.
12. As requested by 8P. SR shall provide to SP ocertifina8a signed by SR's o*emo| or internal auditors o' such other authorized
person anoaptob|a to SP verifying the most recent n(the reports referred to in paragraph 11 above and the sem|oa charges paid
by SR and confirming that SR is in compliance with the Agreement and this Addendum.
11 SR shall include in the monthly report the number and location uf Authorized Computers or users, as app|ioab|e, enabled to
access stock and commodity or other applicable exchange data included in the Services ("Exchange Data") and/or information
included in the Services under agreements between SP and the providers of such information ("Additional Information"), SR shall
pay all fees charged by the relevant exchanges for access k/ Exchange Data ("Exchange Fees") o,fees charged bythe m|avaoi
third party for access to Additional Information ("Additional Information Fees"). SR acknowledges and accepts that such fees may
be charged on the basis of each computer, user or other factor (as set by such providers of Exchange Data and Additional
Information) that eooeaaaa, or is enabled to ucoeou, such data or information and that the basis cdcharging and amount of such
fees may change upon notice.
Display Requirements
14, SR agrees to identify the Information and Reformatted Information by displaying it in accordance with the following rules:
(a) any third-party contributed data contained in the Information and Reformatted Information shall be identified bythe name of
the third party orma otherwise required by such contributor;and
(a) any data contained in the Information and Reformatted Information contributed directly by SP shall be identified as SP data.
15, SR shall pass uoall SP'pmvidaduyntem status messages in the Authorized Computers which are displaying any Information and
Reformatted Information,
18. All Exchange Data and Additional Information shall be displayed bySR in accordance with the rules o<the relevant exuhenga(a)
and Additional Information providers.
Adoijignal Terms and Ccmditigns
17� SP or its affiliates may make changes, enhancements and upgrades to the Additional Services and related nohwam, matmdais,
guidelines and eemkms from time to time as it deems necessary or desirable. SR agrees that SP and its affiliates shall not be
responsible for any fault, inaccuracy, onnimeion, delay or any other failure in the Information, Reformatted |nfurmo1(*o^ Derived
Information, Exchange Data VrAdditional |mKormmUon caused by SR's computer equipment P/arising from SR's use of such data
on such��uiAmen(,
18 If SPor its affiliates provides any Materials 0oGP |n connection with the Additional, Services. SR may use such Materials only
(|)for its internal business purposes and (|i) internally 10 devm|op, mudi/y or test SR-Developed App|ioa||ona for SR's internal
business use only in accordance with this Addendum, SR shall not incorporate the Materials or any par, thereof into SR-
Developed Applications or use the Materials in any manner that would cause the Materials to become subject to any"open source
license" that would impose obligations on SP's or its affiliates' use of the Materials nr impair any rights of SP or its affiliates
thereto, SR may use SR-Developed Applications only for SR's internal business use in accordance with this Addendum. 8Rmoy
not under any circumstances distribute,disclose,transfer or othenivise make available the Materials,any SR-Developed
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Applications or any part thereof,to any third party. Except as expressly permitted in this Addendum, SR may not: (x)copy,adapt,
mnnmp|e, deoompi|a, disaoaomb|e, reverse enginaer, or make or distribute, any other form of, or any derivative work created
from, the Materials or any part thereof; or(y)modify, adapt,translate, rent, lease, loan, resell or network the Materials or any part
thereof,
19, It SR desires to have a third party develop software or applications on SR's behalf that accept the Information or Reformatted
Information as inputs. SR must ensure that such third party has entered into an appropriate third-party developer license with SP
to obtain the necessary materials and to authorize such third party to perform such development on SR's behalf, |fSR desires vo
obtain u limited functionality subscription 0u the BLOOMBERG PROFESSIONAL nom|oe with limited access to data for
development and internal monitoring purposes, SR must enter into an appropriate agreement with SP to obtain such development
subscription. If SR desires to distribute SR-Developed Applications to any third party, SR must enter into an appropriate third-
party developer license with GP that permits such distribution.
20. This Addendum,including any modifications,waivers or notifications relating ihere1o, may be mxoou(md 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 cf such agreement.
Agreed wby: Agreed toby:
CITY OF FORT WORTH mLOOMB6RG FINANCE L.P.
Company Name By:B/OOmaenG(GP)FINANCE uC.
General Partner
(Duly authorized officer,partner or prieter)
Karen L. Montgomery
'Narne(Please type or print) Signature A orized Signafy
'Title(Please ty or print)
Date Date
aLoomacnu.auoomacno PROFESSIONAL,aLoomecna MARKETS,ouoomosnomow �BLOOM norxxoeaoox.oLoomosneaowo7nxoc*.eLoowosna
rs/sv/s/ow. aLoomosno RADIO, euoowosno.uow and aLoomesno ANYWHERE are trademamo and service marks o/ am^mm,w pmuomL.p' m Delaware omiteu
pa*nurshim.o,its uoDSm/anes. All rights reserved,
3736895.5
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