8380 - Contract Executed
Docusign Transmittal Coversheet
File Name
Purchasing Contact
Contract Expiration
DocuSign Envelope ID: 9FD504A9-2CEA-4BAA-AD91-F5397B024D98
Kayla Clark
October 31,
2026
8380- Reference Solutions
1
Rev 08.08.22
4877-6614-2212.4
REFERENCE SOLUTIONS AGREEMENT
“Effective Date”: November 1, 2023
This Reference Solutions Agreement (this “Agreement”) is entered into on the Effective Date between Data Axle, Inc. (“Data Axle”) and the City of
Denton (“Client”). Data Axle provides access to its database(s) through its reference website and research products. The data accessed via the reference
website and research products shall be considered “Licensed Data” hereunder. The Licensed Data, reference website and research products are
collectively the “Products.” Client desires that Data Axle provide Client with access to the Products as set forth herein, on the terms and conditions
described in this Agreement. Data Axle and Client agree as follows:
1. Term: The Term of this Agreement shall begin on the Effective Date and shall extend for three (3) year(s) (the “Initial Term”), unless
renewed or earlier terminated in accordance with the Agreement. This Agreement shall automatically renew for additional periods of one (1) year each
(a “Renewal Term”) following the conclusion of the Initial Term and each Renewal Term, if any, thereafter, unless earlier terminated in accordance
with the Agreement or either party gives the other party written notice of nonrenewal not less than ninety (90) days before the expiration of the then
current Term. The Initial Term and Renewal Term shall collectively be referred to as the “Term.”
2. Use of the Products: Data Axle grants Client a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the
Products during the term of this Agreement for research and reference purposes in accordance with all applicable federal, state and local laws, statutes,
rules, regulations and ordinances (“Laws”). Client covenants, represents and warrants that it and all of its Users will use the Products in strict compliance
with all Laws and further acknowledges that it is Client’s sole responsibility to determine the applicability of such Laws. Client covenants, represents
and warrants that it will not, and that it will cause any and all users who are authorized or permitted by Client to access or use any Product (“Users”)
to not, (i) sublicense or resell the Products; (ii) use or allow third parties to use the Products for the purpose of compiling, enhancing, verifying,
supplementing, adding to or deleting from any mailing list, geographic or trade directories, business directories, classified directories, classified
advertising, or other compilation of information which is sold, rented, published, furnished or in any manner provided to a third party; (iii) use the
Products in any manner not specifically authorized in this Agreement or offer it through any third party; (iv) disassemble, decompile, reverse engineer,
modify or otherwise alter the Products or any part thereof; or (v) print, download, reproduce, copy or scrap data from the Products, except as permitted
by the printing or downloading commands of the Products as specified on Schedule A. Client shall cause all Users to comply with all of Client’s
obligations under this Section 2. Client acknowledges that the Products may be accessed through linkage to the Data Axle’s reference web site, and
that all Users accessing the reference website do so subject to the negotiated terms and conditions stated herein. Data Axle reserves the right to modify
the terms and conditions located on the reference website at any time, however, this negotiated Agreement is the governing document for the terms and
conditions of the relationship between Client and Data Axle. No online or generally applicable terms and conditions shall modify the agreed negotiated
terms herein. Data Axle reserves all rights not expressly granted to Client in this Agreement. Except for the limited rights expressly granted under this
Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to Client or any third party any intellectual property rights
or other right, title, or interest in or to any Data Axle intellectual property.
A. Client acknowledges that the Licensed Data may contain email addresses. To the extent allowed by the laws of the State of Texas, Client
shall hold Data Axle harmless from any loss, liability, claim, or cause of action arising out of or related to Client’s inappropriate use of email
addresses.
B. Client acknowledges that the Licensed Data may include wireless telephone numbers. Client agrees and acknowledges that: (i) Data Axle
has not acquired consent in any form from the owners of the wireless telephone numbers to be contacted by Client in any manner; (ii) it is
Client’s sole responsibility to ensure that any of the wireless telephone numbers included in data derived from the Licensed Data is compliant
with all Laws; (iii) Client shall only use the data derived from the Licensed Data in strict compliance with all federal, state, and local laws,
rules, regulations, and ordinances, including but not limited to those concerning telephone solicitation, privacy, and direct marketing; (iv) it
is Client’s sole responsibility to determine the applicability of all laws, rules, regulations, and ordinances to the data derived from the Licensed
Data; and (v)to the extent allowed by the laws of the State of Texas, Client shall hold Data Axle harmless from any loss, liability, claim, or
cause of action arising out of or related to Client’s inappropriate use of wireless telephone numbers.
3. Fees. Client shall pay Data Axle the non-refundable annual subscription fees (“Fees”) listed in Schedule A attached hereto. For any Renewal
Term, Client shall pay the Fees listed in Schedule A to Data Axle within thirty (30) days of the anniversary of the Effective Date of each Renewal
Term. The Fees due for Renewal Terms are subject to change.
4. Termination: Either party may terminate the Agreement if the other party materially breaches any term or condition of the Agreement and
fails to remedy such breach within thirty (30) days after written notice of such breach; or becomes subject to any receivership, insolvency, bankruptcy,
moratorium or similar proceeding for more than thirty (30) days. Data Axle may immediately terminate this Agreement if Client causes or facilitates
any unauthorized use or distribution of the Products or any component thereof. Upon termination of this Agreement for any reason Client shall cease
any and all use of the Products and ensure that all copies of the Products and any related data and information is deleted from its computers and, if
applicable, returned to Data Axle no later than ten (10) days after termination of this Agreement. In the event the Contract spans multiple fiscal years,
the City’s continuing performance under the Contract is contingent upon the appropriation of funds to fulfill the requirements of the Contract by the
City Council of the City of Denton. If the City Council of the City of Denton fails to appropriate or allot the necessary funds, City shall issue written
notice to Data Axle that City may terminate the Contract without penalty, further duty, or obligation, however, the effect upon termination shall stay
the same as stated above.
5. Warranty; Limitation of Liability; Indemnification. NEITHER DATA AXLE NOR ANY OF ITS AFFILIATES, INFORMATION OR
SERVICE PROVIDERS ASSURES OR WARRANTS OR ASSUMES ANY LIABILITY FOR THE CORRECTNESS, COMPREHENSIVENESS
DocuSign Envelope ID: 9FD504A9-2CEA-4BAA-AD91-F5397B024D98
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OR COMPLETENESS OF ANY PRODUCT. THE PRODUCTS ARE PROVIDED ON AN “AS IS” BASIS. DATA AXLE MAKES NO
REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, TO CLIENT OR TO ANY THIRD PARTY, INCLUDING, WITHOUT
LIMITATION, ANY WARRANTIES REGARDING THE MERCHANTABILITY, SUITABILITY, QUALITY, FITNESS FOR A PARTICULAR
PURPOSE OR OTHERWISE, OR RESULTS TO BE DERIVED FROM THE USE OF ANY LICENSED DATA, PRODUCTS, SOFTWARE OR
OTHER MATERIALS PROVIDED UNDER THIS AGREEMENT. NEITHER DATA AXLE NOR ANY OF ITS AFFILIATES, INFORMATION
OR SERVICE PROVIDERS SHALL BE LIABLE TO CLIENT OR TO ANY THIRD PARTY FOR ANY LOSS OF PROFITS, LOSS OF DATA,
INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE DAMAGES OR "COSTS OF COVER" (INCLUDING,
WITHOUT LIMITATION, COSTS OF PROCURING SUBSTITUTE PRODUCTS) WHICH ARISE OUT OF OR RELATE TO THIS AGREEMENT
OR THE PURCHASE, SALE AND/OR USE OF THE PRODUCTS, INCLUDING, WITHOUT LIMITATION, ANY OF SUCH DAMAGES
ARISING OUT OF OR IN CONNECTION WITH MISTAKES, OMISSIONS, INTERRUPTIONS, DELAYS, ERRORS, DEFECTS, LOSS OF
DATA, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATORY PROFITS, WHETHER SUCH DAMAGES ARE ASSERTED IN AN
ACTION BROUGHT IN CONTRACT, IN TORT OR PURSUANT TO SOME OTHER THEORY AND WHETHER THE POSSIBILITY OF SUCH
DAMAGES WAS MADE KNOWN OR WAS FORESEEABLE. CLIENT FURTHER ACKNOWLEDGES AND AGREES THAT DATA AXLE’S
MAXIMUM AGGREGATE LIABILITY TO CLIENT UNDER ANY LEGAL THEORY (INCLUDING NEGLIGENCE) ARISING DIRECTLY OR
INDIRECTLY OUT OF THIS AGREEMENT, THE RIGHTS GRANTED HEREIN AND/OR USE OF THE PRODUCTS WILL NOT IN ANY
EVENT EXCEED AN AMOUNT EQUAL TO THE FEES ACTUALLY PAID BY CLIENT TO DATA AXLE UNDER THIS AGREEMENT FOR THE
AFFECTED PRODUCT FOR THE TWELVE (12)-MONTH PERIOD IMMEDIATELY PRECEDING THE FIRST CLAIM MADE BY CLIENT UNDER
THIS AGREEMENT. To the extent allowed by the laws of the State of Texas, Client shall indemnify, defend, and hold harmless Data Axle, its affiliates,
and its and their respective officers, directors, employees, successors and assigns from and against any and all claims, actions, suits, causes of action,
litigation, proceedings, losses, expenses, damages, costs and liabilities, including, without limitation, reasonable attorneys' fees and expenses incurred
in investigation or defense, regardless of the theory of liability or the nature of the legal proceeding (“Damages”), that arise out of or relate to: (a) the
use of the Products by or through Client or any User; (b) the negligence or willful misconduct of Client or its representatives in the performance of
Client’s obligations under this Agreement; (c) any claims related to use of the Products in violation of the terms of this Agreement or any Laws; or (d)
any data provided or submitted by Client or any User to Data Axle or the Products.
6. Governing Law. The validity and effect of this Agreement shall be governed by and construed in accordance with the laws of the State of
Texas without regard to its conflict of laws rules. All legal proceedings relating to the subject matter of this Agreement shall be maintained in the state
or federal courts sitting in Denton County, Texas and each party agrees that jurisdiction and venue for any such legal proceedings shall lie exclusively
with such courts. To the maximum extent permitted under Law, each party waives its rights to a trial by jury in connection with any and all disputes,
claims or proceedings arising from or relating to this Agreement. Notwithstanding the foregoing, Data Axle acknowledges that governmental
entities are governed by the laws of the state in which they are organized. As such Data Axle waives enforcement of this Section 6, where Client
is a governmental entity.
7. Assignment and Binding Effect. Client may not assign this Agreement, or any rights granted to it herein, without prior written consent of
Data Axle. This Agreement shall be binding upon and shall benefit the parties and their respective successors and permitted assigns. Data Axle shall
promptly notify Client, in writing, of any assignment.
8. Notices. Any notices to be given hereunder, including any notice of a change of address, shall be in writing and shall be deemed validly
given if (a) delivered personally; (b) sent by overnight or second day express delivery service; or (c) sent by registered or certified mail, postage prepaid,
return receipt requested and addressed to such party at the address indicated for such party on the first page of this Agreement or at such other address
as a party may indicate in a written notice to the other party.
9. General. No amendment of this Agreement shall be valid unless it is in writing and signed by both parties. No waiver of any provision of
this Agreement shall be valid unless it is in writing and signed by the party making the waiver. Any waiver of a breach or observance of any provision
of this Agreement shall not be construed as a waiver of any subsequent breach. The provisions of Sections 2, 3, 4, 5, 6, 7, 8, 9 and 10 shall survive
any expiration or termination of this Agreement. If any provision of this Agreement shall be determined by any court of competent jurisdiction to be
invalid or unenforceable, such invalidity or unenforceability shall not affect the remainder of this Agreement, which shall be construed as if such invalid
or unenforceable provision had never been a part of this Agreement but in a manner so as to carry out as nearly as possible the parties’ original intent. This
Agreement may be executed in one or more counterparts. Each counterpart will be an original, but all such counterparts will constitute a single
instrument. Data Axle acknowledges that if Client is a qualified public educational or government institution, any part of this Agreement which
may be invalid or unenforceable against Client because of applicable law (ex. governing law, indemnification, venue, etc.) will be deemed
invalid or unenforceable and will be construed in a manner consistent with applicable law. Notwithstanding anything to the contrary in Section
6 of this Agreement, Data Axle acknowledges that if Client is a qualified public educational or government institution, the governing law and
venue shall be of the state in which Client is a qualified public educational or government institution.
10. Entire Agreement. This Agreement constitutes the entire agreement between the parties regarding the subject matter hereof and supersedes
any prior agreements between the parties regarding such subject matter.
[signatures on following page]
DocuSign Envelope ID: 9FD504A9-2CEA-4BAA-AD91-F5397B024D98
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Rev 08.08.22
4877-6614-2212.4
IN WITNESS HEREOF, the parties’ duly authorized representatives have executed this Agreement on the Effective Date.
City of Denton, CLIENT Data Axle, Inc.
Signature: ___________________________________
Signature: ___________________________________
Name: ______________________________________
Name: ______________________________________
Title: _______________________________________
Title: _______________________________________
Date: _______________________________________
Date: _______________________________________
Steve Laird (Oct 23, 2023 12:57 CDT)
Steve Laird
Steve Laird
GM, LMS Division
Oct 23, 2023
DocuSign Envelope ID: 9FD504A9-2CEA-4BAA-AD91-F5397B024D98
Kayla Clark
10/25/2023
Buyer
4
Rev 08.08.22
4877-6614-2212.4
SCHEDULE A
AUTHORIZED USE & SPECIAL TERMS
ACCOUNT/BILLING PHONE NUMBER: 9403498569
CLIENT NAME: City of Denton
TERM: Three (3) years beginning on November 1, 2023 and extending through October 31, 2026 (“Initial Term”). This Schedule A shall
automatically renew for additional periods of one (1) year each (a “Renewal Term”) following the conclusion of the Initial Term and each Renewal
Term, if any, thereafter, unless earlier terminated in accordance with the Agreement or either party gives the other party written notice of nonrenewal
not less than ninety (90) days before the expiration of the then current Term. The Initial Term and Renewal Term shall collectively be referred to as
the “Term.”
Client agrees to purchase the Products selected below during the Initial Term of the Agreement. In consideration for the Products Client shall pay
Data Axle an annual Fee of $9,200.00 within thirty (30) days of the Effective Date.
The Fees due for Renewal Terms are subject to change. If the Fees for a Renewal Term will change from the Initial Term or a previous Renewal
Term (if applicable) Data Axle will provide Client with notice of such change.
Purchase Order Number (where applicable): .
Authorized Use: Subject to the terms and conditions of the Agreement, Client’s subscription includes access to the following Products:
Products
Stand
Alone
Network to workstations
within the main location
Network to
additional sites
Remote
Access*
ReferenceSolutions - US Businesses
ReferenceSolutions - US Standard White Pages
ReferenceSolutions - US Health Care Providers
ReferenceSolutions - Canadian Businesses
ReferenceSolutions - Canadian White Pages
ReferenceSolutions - New Businesses
ReferenceSolutions - New Movers/ New Homeowners
ReferenceSolutions - US Consumers/Lifestyles
ReferenceSolutions - Historical Module
ReferenceSolutions - Data Visualization
ReferenceSolutions - US Jobs
Government PowerFinder
Number of Prints/Downloads for Internal Access 500
Number of Prints/Downloads for Remote Access 250
Number of Authorized Users
Unlimited for staff and patrons
of Denton Public Library
Technical support and staff training (on-site or via conference call) are included in Client’s subscription and are available upon Client’s request.
*Remote Access for public libraries is for patrons’ personal non-commercial use only.
Account Access Description & Special Terms (if applicable):
□ Data Axle does have your tax-exempt certificate on file; thus, no taxes will apply.
□ If Client is tax exempt, please fax tax exempt certificate to 866-511-4691.
DocuSign Envelope ID: 9FD504A9-2CEA-4BAA-AD91-F5397B024D98
Certificate Of Completion
Envelope Id: 9FD504A92CEA4BAAAD91F5397B024D98 Status: Completed
Subject: ***Purchasing Approval*** 8380- Reference Solutions
Source Envelope:
Document Pages: 5 Signatures: 1 Envelope Originator:
Certificate Pages: 2 Initials: 2 Kayla Clark
AutoNav: Enabled
EnvelopeId Stamping: Enabled
Time Zone: (UTC-08:00) Pacific Time (US & Canada)
901B Texas Street
Denton, TX 76209
kayla.clark@cityofdenton.com
IP Address: 198.49.140.10
Record Tracking
Status: Original
10/24/2023 8:52:26 AM
Holder: Kayla Clark
kayla.clark@cityofdenton.com
Location: DocuSign
Signer Events Signature Timestamp
Kayla Clark
kayla.clark@cityofdenton.com
Buyer
Security Level: Email, Account Authentication
(None)
Completed
Using IP Address: 198.49.140.10
Sent: 10/24/2023 8:57:55 AM
Viewed: 10/24/2023 8:58:19 AM
Signed: 10/24/2023 8:58:27 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Lori Hewell
lori.hewell@cityofdenton.com
Purchasing Manager
City of Denton
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 198.49.140.10
Sent: 10/24/2023 8:58:28 AM
Viewed: 10/24/2023 3:01:48 PM
Signed: 10/24/2023 3:02:41 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Jennifer Bekker
Jennifer.Bekker@cityofdenton.com
Director of Libraries
City of Denton
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 198.49.140.10
Sent: 10/24/2023 3:02:42 PM
Viewed: 10/24/2023 3:03:15 PM
Signed: 10/24/2023 3:03:26 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Kayla Clark
kayla.clark@cityofdenton.com
Buyer
Security Level: Email, Account Authentication
(None)Signature Adoption: Pre-selected Style
Using IP Address: 198.49.140.10
Sent: 10/24/2023 3:03:27 PM
Viewed: 10/25/2023 6:57:32 AM
Signed: 10/25/2023 6:57:43 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
In Person Signer Events Signature Timestamp
Editor Delivery Events Status Timestamp
Agent Delivery Events Status Timestamp
Intermediary Delivery Events Status Timestamp
Certified Delivery Events Status Timestamp
Carbon Copy Events Status Timestamp
Cheyenne Defee
cheyenne.defee@cityofdenton.com
Procurement Administration Supervisor
City of Denton
Security Level: Email, Account Authentication
(None)
Sent: 10/25/2023 6:57:44 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Andra Roussel
Andra.Roussel@data-axle.com
Security Level: Email, Account Authentication
(None)
Sent: 10/25/2023 6:57:45 AM
Viewed: 10/25/2023 7:44:24 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Witness Events Signature Timestamp
Notary Events Signature Timestamp
Envelope Summary Events Status Timestamps
Envelope Sent Hashed/Encrypted 10/24/2023 8:57:55 AM
Certified Delivered Security Checked 10/25/2023 6:57:32 AM
Signing Complete Security Checked 10/25/2023 6:57:43 AM
Completed Security Checked 10/25/2023 6:57:45 AM
Payment Events Status Timestamps