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8593 - Contract Executed DocuSign Transmittal Coversheet File Name Purchasing Contact Docusign Envelope ID: 5134728F-D83C-47C4-8EFA-66F280F81F4F Christina Dormady 8593 CoStar Suite Contract # 8593 Page 1 of 4 CONTRACT BY AND BETWEEN CITY OF DENTON, TEXAS AND COSTAR REALTY INFORMATION, INC. (CONTRACT 8593) THIS CONTRACT is made and entered into this date __________________, by and between CoStar Realty Information, Inc., a Delaware corporation, whose address is 1331 L Street NW, Washington, DC, 20005, hereinafter referred to as "Contractor," and the CITY OF DENTON, TEXAS, a home rule municipal corporation, hereinafter referred to as "City," to be effective upon approval of the Denton City Council and subsequent execution of this Contract by the Denton City Manager or his duly authorized designee. For and in consideration of the covenants and agreements contained herein, and for the mutual benefits to be obtained hereby, the parties agree as follows: SCOPE OF SERVICES Contractor shall provide products and or services in accordance with the Contractor’s proposal in response thereto, a copy of which is attached hereto and incorporated herein for all purposes as Exhibit "B". The Contract consists of this written agreement and the following items which are attached hereto and incorporated herein by reference: (a) Special Terms and Conditions (Exhibit “A”); (b) Contractor’s Proposal (Exhibit "B"); (c) Contractor’s Addendum to Lease Agreement (Exhibit “C”) (d) Form CIQ – Conflict of Interest Questionnaire (Exhibit "D"); These documents make up the Contract documents and what is called for by one shall be as binding as if called for by all. In the event of an inconsistency or conflict in any of the provisions of the Contract documents, the inconsistency or conflict shall be resolved by giving precedence first to the written agreement then to the contract documents in the order in which they are listed above. These documents shall be referred to collectively as “Contract Documents.” Prohibition on Contracts with Companies Boycotting Israel Contractor acknowledges that in accordance with Chapter 2271 of the Texas Government Code, City is prohibited from entering into a contract with a company for goods or services unless the contract contains a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. The terms “boycott Israel” and “company” shall have the meanings ascribed to those terms in Section 808.001 of the Texas Government Code. By signing this agreement, Contractor certifies that Contractor’s signature provides written verification to the City that Contractor: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the agreement. Failure to meet or maintain the requirements under this provision will be considered a material breach. Prohibition on Contracts with Companies Boycotting Certain Energy Companies Contractor acknowledges that in accordance with Chapter 2274 of the Texas Government Code, City is prohibited from entering into a contract with a company for goods or services unless the contract contains written verification from the company that it (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of the contract. The terms “boycott energy company” and “company” shall have the meanings ascribed to those terms in Section 809.001 of the Texas Government Code. By Docusign Envelope ID: 5134728F-D83C-47C4-8EFA-66F280F81F4F 10/8/2024 Contract # 8593 Page 2 of 4 signing this agreement, Contractor certifies that Contractor’s signature provides written verification to the City that Contractor: (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of the agreement. Failure to meet or maintain the requirements under this provision will be considered a material breach. Prohibition on Contracts with Companies Boycotting Certain Firearm Entities and Firearm Trade Associations Contractor acknowledges that in accordance with Chapter 2274 of the Texas Government Code, City is prohibited from entering into a contract with a company for goods or services unless the contract contains written verification from the company that it (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate during the term of the contract against a firearm entity or firearm trade association. The terms “discriminate against a firearm entity or firearm trade association,” “firearm entity” and “firearm trade association” shall have the meanings ascribed to those terms in Chapter 2274 of the Texas Government Code. By signing this agreement, Contractor certifies that Contractor’s signature provides written verification to the City that Contractor: (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate during the term of the contract against a firearm entity or firearm trade association. Failure to meet or maintain the requirements under this provision will be considered a material breach. Prohibition On Contracts With Companies Doing Business with Iran, Sudan, or a Foreign Terrorist Organization Sections 2252 and 2270 of the Texas Government Code restricts CITY from contracting with companies that do business with Iran, Sudan, or a foreign terrorist organization. By signing this agreement, Contractor certifies that Contractor’s signature provides written verification to the City that Contractor, pursuant to Chapters 2252 and 2270, is not ineligible to enter into this agreement and will not become ineligible to receive payments under this agreement by doing business with Iran, Sudan, or a foreign terrorist organization. Failure to meet or maintain the requirements under this provision will be considered a material breach. Termination Right for Contracts with Companies Doing Business with Certain Foreign-Owned Companies The City of Denton may terminate this Contract immediately without any further liability if the City of Denton determines, in its sole judgment, that this Contract meets the requirements under Chapter 2274, and Contractor is, or will be in the future, (i) owned by or the majority of stock or other ownership interest of the company is held or controlled by individuals who are citizens of China, Iran, North Korea, Russia, or other designated country (ii) directly controlled by the Government of China, Iran, North Korea, Russia, or other designated country, or (iii) is headquartered in China, Iran, North Korea, Russia, or other designated country. The parties agree to transact business electronically. Any statutory requirements that certain terms be in writing will be satisfied using electronic documents and signing. Electronic signing of this document will be deemed an original for all legal purposes. IN WITNESS WHEREOF, the parties of these presents have executed this agreement in the year and day first above written. CONTRACTOR Docusign Envelope ID: 5134728F-D83C-47C4-8EFA-66F280F81F4F Contract # 8593 Page 3 of 4 BY: ____________________________ AUTHORIZED SIGNATURE Printed Name: ____________________ Title:____________________________ ________________________________ PHONE NUMBER ________________________________ EMAIL ADDRESS THIS AGREEMENT HAS BEEN BOTH REVIEWED AND APPROVED as to financial and operational obligations and business terms. _______________ ________________ SIGNATURE PRINTED NAME __________________________________ TITLE __________________________________ DEPARTMENT APPROVED AS TO LEGAL FORM: MACK REINWAND, CITY ATTORNEY BY: _______________________________ CITY OF DENTON, TEXAS BY: _____________________________ PURCHASING AGENT Docusign Envelope ID: 5134728F-D83C-47C4-8EFA-66F280F81F4F General Counsel Gene Boxer General Counsel signedcontracts@costar.com Brittany Sotelo Economic Development Director Contract # 8593 Page 4 of 4 Exhibit A Special Terms and Conditions 1. Total Contract Amount The contract total for services shall not exceed $35,000. Pricing shall be per Exhibit B attached. 2. The Quantities The quantities indicated on Exhibit B are estimates based upon the best available information. The License Fees are based on the number Authorized Users. In the event the City requests to add another user, those fees are likely to increase. Individual purchase orders will be issued on an as needed basis. 3. Contract Terms The contract term will be two (2) year, effective from date of award. The Contract shall commence upon the issuance of a Notice of Award by the City of Denton and shall automatically renew each year, from the date of award by City Council. The Supplier’s request to not renew the contract must be submitted in writing to the Purchasing Manager at least 60 days prior to the contract renewal date for each year. At the sole option of the City of Denton, the Contract may be further extended as needed, not to exceed a total of six (6) months. Docusign Envelope ID: 5134728F-D83C-47C4-8EFA-66F280F81F4F BILL TO: Telephone: christina.davis@cityofdenton.com City Of Denton Bill-To Contact: (940) 349-8307 City/State/Zip: Denton, TX 76201-4191Address: 154951831 Christina Davis Email for Bill-To Contact: Location ID: 401 N Elm St Licensee: BILLING CYCLE:USE: Total No. Authorized Users (All Sites): Total No. Sites: Total No. Listings: 1 3 Monthly Quarterly Yearly 0 Semi-Annually TERM: Two Years Initial Term START DATE:INVOICE TYPE/BILLING PREFERRED: Single Invoice Delayed start date for all service offerings: July 1, 2024. Site Market Product Description (Before Tax) Monthly License Fees SERVICES $1,380.00CoStar SuiteAll Data154951831 $1,380.00Total Monthly License Fees: Discounted Monthly License Fees: Discount: Total Monthly Fees From Additional Schedule of Services: Notes:This Agreement supersedes the agreement between the above-named Customer/Licensee and CoStar/Licensor dated 6/6/2022 relating to the provision of CoStar services,except for those terms that survive termination and any outstanding license fees. This License Agreement incorporates by reference the Terms and Conditions for the services identified above (available at: https://www.costar.com/CoStarTerms-and-Conditions) and anyaddenda attached hereto between CoStar Realty Information, Inc. (“CoStar”) and the above-named Licensee, and establishes the terms and conditions under which CoStar will license the products set forth in this License Agreement. The Terms and Conditions are an integral part of the License Agreement being formed hereby. In addition, use of any CoStar product is subject to the website Terms of Service/Use (“Website Terms of Use”) available online for each applicable service provided under this License Agreement. Licensee agrees to comply with such Website Terms of Use and to regularly review them for updates and changes. To the extent a conflict exists, this License Agreement shall govern over such Website Terms of Use. Terms used on thisLicense Agreement and not otherwise defined shall have the meanings set forth in the applicable Terms and Conditions. In the event Licensee does not execute this License Agreement by 5/31/2024, this License Agreement shall become null and void; however, if both parties execute and commence performance of their duties and obligations under this License Agreement after such date, this License Agreement shall continue in full force and effect and be binding on the parties. The person executing this License Agreement on behalf of Licensee represents and warrants that he or she has been authorized to do so and that all necessary actions required for the executionhave been taken. CoStar hereby provides notice that only an authorized officer of CoStar or its parent company can execute this License Agreement on behalf of CoStar. Delivery of anexecuted signature page to this License Agreement by electronic means shall be effective and constitute a legal and binding agreement between the parties. Print Name:Name: Date: Scott Wheeler {{client_es_:signer1:fullname}} Washington, DC 20005-4101 {{client_es_:signer1:signature}} Business Services 401 N Elm StAddress: Title: Date:May 08, 2024 {{client_es_:signer1:date}} Address: CoStar Address: By:Signature: Address: Title: City Of Denton 1331 L St NW Denton, TX 76201-4191 Chief Financial Officer CoStar License Agreement AE: GovernmentBusiness Code: Michael Stenson 154951831 2627104 Location ID: FOR INTERNAL ONLY: (Ref ID) Page 1 of 1Schedule Of Services DocuSign Envelope ID: 2818820B-CDD8-4E6B-B8AF-7AA9EB70E618 Buyer 5/31/2024 Christina Dormady Docusign Envelope ID: 5134728F-D83C-47C4-8EFA-66F280F81F4F Exhibit B Address:401 N Elm St Denton, TX 76201-4191 Location ID:154951831City Of DentonLicensee: 3Total Number of Authorized Users at Site: AUTHORIZED SITE & USERS LIST USERS AT ABOVE LISTED SITE Role: Phone:(940) 349-7730 Email: Contact Name:Christina Davis christina.davis@cityofdenton.com User Role: Phone:(361) 882-7448 Email: Contact Name:Brittany Sotelo brittany.sotelo@cityofdenton.com User Role: Phone:(940) 349-8541 Email: Contact Name:Matilda Weeden matilda.weeden@cityofdenton.com User CoStar License Agreement Page 1 of 1User Detail DocuSign Envelope ID: 2818820B-CDD8-4E6B-B8AF-7AA9EB70E618Docusign Envelope ID: 5134728F-D83C-47C4-8EFA-66F280F81F4F City of Denton 40 N Elm St, Denton, TX 76201 154951831 Michael Stenson Addendum to License Agreement This Addendum to the License Agreement (the “Addendum”) is made as of the date hereof by and between CoStar Realty Information, Inc. ("Licensor") and City of Denton ("Licensee") and is executed pursuant to and made a part of the License Agreement signed by Licensee on May 31, 2024, for the provision of Licensor's commercial real estate information service(s) (the "Agreement"). Any capitalized term used in this Addendum and not otherwise defined shall have the meaning set forth in the Agreement. NOW THEREFORE, Licensor and Licensee agree that the Agreement shall be amended as follows: 1. Section 5(b) is hereby deleted in its entirety and replaced with the following: “b. This Agreement shall be for two (2) years.” 2. A new Section 5(c) is hereby added as follows: “c. CoStar acknowledges and agrees that this Agreement and its continuation is dependent upon the availability of funding. Licensee’s payment obligations are payable only and solely from funds appropriated and available for this Agreement. The absence of appropriated or other lawfully available funds shall render this Agreement null and void to the extent funds are not appropriated or available and any deliverables delivered but unpaid shall be returned to CoStar. Licensee will not incur a debt or obligation to pay CoStar any amounts Licensee does not have the current funds available to pay.” 3. The last sentence in Section 8(d) is hereby deleted in its entirety. 4. Section 10 is hereby deleted in entirety and replaced with “Reserved.” 5. Section 14 is hereby deleted in entirety and replaced with “Reserved.” 6. The following is hereby added to the end of Section 15: “CoStar shall provide prompt written notice to Licensee of any Assignment.” 7. Section 17 is hereby deleted in its entirety and replaced with the following: Docusign Envelope ID: 5134728F-D83C-47C4-8EFA-66F280F81F4F Exhibit C “17. Force Majeure. None of the CoStar Parties or Licensee, as the case may be, shall have any liability for any damages resulting from any failure to perform any obligation hereunder or from any delay in the performance thereof due to causes beyond CoStar’s or Licensee’s control, as the case may be, including industrial disputes, acts of God or government, public enemy, war, fire, pandemic, epidemic, other casualty, failure of any link or connection whether by computer or otherwise, or failure of technology or telecommunications or other method or medium of storing or transmitting the Licensed Product. In the event of an occurrence under this Section, CoStar will be excused from any further performance or observance of the requirements so affected for as long as such circumstances prevail and CoStar continues to use commercially reasonable efforts to recommence performance or observance whenever and to whatever extent possible without delay. CoStar shall immediately notify the City of Denton Procurement Manager by telephone (to be confirmed in writing within five (5) calendar days of the inception of such occurrence) and describe at a reasonable level of detail the circumstances causing the non-performance or delay in performance.” 8. Section 18 is hereby deleted in its entirety and replaced with the following: “18. Choice of Law; Jurisdiction. This Agreement shall be governed by and construed under the laws of Denton County, Texas without regard to choice of law principles. CoStar irrevocably consents to the exclusive jurisdiction of the federal and state courts located in the State of Texas for the purpose of any action brought against CoStar in connection with this Agreement or use of the Licensed Product. Licensee irrevocably consents to the jurisdiction and venue of the State where Licensee's Authorized Users are located, for any action brought against Licensee in connection with this Agreement or use of the Licensed Product.” 9. A new Section 19(n) is hereby added as follows: “n. CoStar acknowledges that Licensee must strictly comply with the Public Information Act, Chapter 552, Texas Government Code in responding to any request for public information related to this Agreement. This obligation supersedes any conflicting provisions of this Agreement. All material submitted by CoStar to Licensee pursuant to a request for public information may become property of Licensee upon receipt. Any portions of such material claimed by CoStar to be proprietary must be clearly marked as such. Determination of the public nature of the material is subject to the Texas Public Information Act, chapter 552, and Texas Government Code.” 10. Licensor and Licensee agree that, except as expressly provided above, all of the terms of the Agreement will remain in full force and effect. Docusign Envelope ID: 5134728F-D83C-47C4-8EFA-66F280F81F4F IN WITNESS WHEREOF, the parties hereto have executed this Addendum on the day and year set forth below and do each hereby warrant and represent that their respective signatories, whose signatures appear below, have been and are on the date hereof duly authorized by all necessary and appropriate action to execute this Addendum. CoStar Realty Information, Inc.: City of Denton: By: By: Name: Name: Title: Title: Date: Date: Docusign Envelope ID: 5134728F-D83C-47C4-8EFA-66F280F81F4F Gene Boxer General Counsel 10/8/2024 Christina Dormady 10/8/2024 Buyer CONFLICT OF INTEREST QUESTIONNAIRE CONFLICT OF INTEREST QUESTIONNAIRE - FORM CIQ For vendor or other person doing business with local governmental entity This questionnaire reflects changes made to the law by H.B. 23, 84th Leg., Regular Session. This questionnaire is being filed in accordance with Chapter 176, Local Government Code, by a vendor who has a business relationship as defined by Section 176.001(1-a) with a local governmental entity and the vendor meets requirements under Section 176.006(a). By law this questionnaire must be filed with the records administrator of the local government entity not later than the 7th business day after the date the vendor becomes aware of facts that require the statement to be filed. See Section 176.006(a-1), Local Government Code. A vendor commits an offense if the vendor knowingly violates Section 176.006, Local Government Code. An offense under this section is a misdemeanor. 1 Name of vendor who has a business relationship with local governmental entity. 2 Check this box if you are filing an update to a previously filed questionnaire. (The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than the 7th business day after the date on which you became aware that the originally filed questionnaire was incomplete or inaccurate.) 3 Name of local government officer about whom the information in this section is being disclosed. Name of Officer This section, (item 3 including subparts A, B, C & D), must be completed for each officer with whom the vendor has an employment or other business relationship as defined by Section 176.001(1-a), Local Government Code. Attach additional pages to this Form CIQ as necessary. A. Is the local government officer named in this section receiving or likely to receive taxable income, other than investment income, from the vendor? Yes No B. Is the vendor receiving or likely to receive taxable income, other than investment income, from or at the direction of the local government officer named in this section AND the taxable income is not received from the local governmental entity? Yes No C. Is the filer of this questionnaire employed by a corporation or other business entity with respect to which the local government officer serves as an officer or director, or holds an ownership of one percent or more? Yes No D. Describe each employment or business and family relationship with the local government officer named in this section. 4 I have no Conflict of Interest to disclose. 5 Signature of vendor doing business with the governmental entity Date Docusign Envelope ID: 5134728F-D83C-47C4-8EFA-66F280F81F4F Exhibit D X N/A 10/8/2024 CoStar Realty Information, Inc. Certificate Of Completion Envelope Id: 5134728FD83C47C48EFA66F280F81F4F Status: Completed Subject: ***Purchasing Approval*** 8593 CoStar Suite Source Envelope: Document Pages: 11 Signatures: 7 Envelope Originator: Certificate Pages: 6 Initials: 1 Christina Dormady AutoNav: Enabled EnvelopeId Stamping: Enabled Time Zone: (UTC-06:00) Central Time (US & Canada) 901B Texas Street Denton, TX 76209 christina.dormady@cityofdenton.com IP Address: 198.49.140.10 Record Tracking Status: Original 10/7/2024 11:26:51 AM Holder: Christina Dormady christina.dormady@cityofdenton.com Location: DocuSign Signer Events Signature Timestamp Christina Dormady christina.dormady@cityofdenton.com Buyer City of Denton Security Level: Email, Account Authentication (None) Completed Using IP Address: 198.49.140.10 Sent: 10/7/2024 11:31:31 AM Viewed: 10/7/2024 11:31:41 AM Signed: 10/7/2024 11:32:17 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: 10/7/2024 11:32:19 AM Viewed: 10/7/2024 11:34:31 AM Signed: 10/7/2024 11:34:52 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Marcella Lunn marcella.lunn@cityofdenton.com Senior Deputy City Attorney City of Denton Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 12.74.238.14 Signed using mobile Sent: 10/7/2024 11:34:54 AM Viewed: 10/7/2024 1:50:36 PM Signed: 10/7/2024 1:51:18 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Gene Boxer signedcontracts@costar.com General Counsel CoStar Realty Information, Inc. Security Level: Email, Account Authentication (None) Signature Adoption: Uploaded Signature Image Using IP Address: 4.34.231.156 Sent: 10/7/2024 1:51:21 PM Viewed: 10/7/2024 2:35:13 PM Signed: 10/8/2024 9:58:04 AM Electronic Record and Signature Disclosure: Accepted: 9/26/2024 3:42:01 PM ID: b2345f4e-330a-4cd7-83f8-80b5c05d14d1 Signer Events Signature Timestamp Brittany Sotelo brittany.sotelo@cityofdenton.com Director Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Sent: 10/8/2024 9:58:07 AM Viewed: 10/8/2024 10:01:56 AM Signed: 10/8/2024 10:02:26 AM Electronic Record and Signature Disclosure: Accepted: 10/8/2024 10:01:56 AM ID: 60e3be20-2296-4467-8175-2e2a7d976b26 Christina Dormady christina.dormady@cityofdenton.com Buyer City of Denton Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.104 Sent: 10/8/2024 10:02:29 AM Viewed: 10/8/2024 10:55:49 AM Signed: 10/8/2024 10:56:00 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 Landzy Theodore ltheodore@costar.com Security Level: Email, Account Authentication (None) Sent: 10/7/2024 11:34:54 AM Viewed: 10/7/2024 12:03:16 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Cheyenne Defee cheyenne.defee@cityofdenton.com Procurement Administration Supervisor City of Denton Security Level: Email, Account Authentication (None) Sent: 10/8/2024 10:56:02 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Charlie Rosendahl Charlie.rosendahl@cityofdenton.com Security Level: Email, Account Authentication (None) Sent: 10/8/2024 10:56:04 AM Electronic Record and Signature Disclosure: Accepted: 8/29/2024 9:26:45 AM ID: ba9d0b0f-e6f4-4d63-a52d-cc25f3ff2e2b Matilda Weeden matilda.weeden@cityofdenton.com Security Level: Email, Account Authentication (None) Sent: 10/8/2024 10:56:05 AM Electronic Record and Signature Disclosure: Carbon Copy Events Status Timestamp Accepted: 9/13/2024 8:18:33 AM ID: 29d55f3e-1c63-4c95-9449-cad4d1e64a6c Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 10/7/2024 11:31:31 AM Certified Delivered Security Checked 10/8/2024 10:55:49 AM Signing Complete Security Checked 10/8/2024 10:56:00 AM Completed Security Checked 10/8/2024 10:56:05 AM Payment Events Status Timestamps Electronic Record and Signature Disclosure ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, City of Denton (we, us or Company) may be required by law to provide to you certain written notices or disclosures. 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