Loading...
CM-2025-098 - 4/18/20254897-3346-4614/ss2 CITY OF ROUND ROCK AGREEMENT FOR PURCHASE OF THE HISTORICAL BUSINESS AND CONSUMER FILE DATABASE FOR THE LIBRARY WITH DATA AXLE THE STATE OF TEXAS § § CITY OF ROUND ROCK § KNOW ALL BY THESE PRESENTS: § COUNTY OF WILLIAMSON § COUNTY OF TRAVIS § This Agreement is for the purchase of the historical business and consumer file database for the Library and is referred to herein as the “Agreement.” This Agreement is made and entered into on this the _____ day of the month of April, 2025, by and between the CITY OF ROUND ROCK, TEXAS, a home-rule municipality whose offices are located at 221 East Main Street, Round Rock, Texas 78664, referred to herein as the “City,” and DATA AXLE, whose offices are located at 1001 Fort Cook Road North, Bellevue, Nebraska, 68005, referred to herein as “Vendor.” This Agreement supersedes and replaces any previous agreement between the named parties, whether oral or written, and whether or not established by custom and practice. RECITALS: WHEREAS, City desires to purchase of the historical business and consumer file database software for the Library; and WHEREAS, expenditures that are for procurement of items from only one source, including books, papers, and other library materials for a public library that are available only from the persons holding exclusive distribution rights to the materials, are exempt from competitive bidding requirements pursuant to Section 252.022 of the Texas Local Government Code; and WHEREAS, the City has determined that Vendor is a sole source provider for these goods and services; and WHEREAS, the parties desire to enter into this Agreement to set forth in writing their respective rights, duties, and obligations; NOW, THEREFORE, WITNESSETH: That for and in consideration of the mutual promises contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties mutually agree as follows: 2 1.0 DEFINITIONS A.Agreement means the binding legal contract between City and Vendor whereby City agrees to obtain specified goods and Vendor is obligated to provide specified goods. This Agreement includes any exhibits, addenda, and/or amendments thereto. B.City means the City of Round Rock, Williamson and Travis Counties, Texas. C.Effective Date means the date upon which the binding signatures of both parties to this Agreement are affixed. D.Goods and Services mean the specified services, supplies, materials, commodities, or equipment. E.Vendor means Data Axle, or any successors or assigns. 2.0 EFFECTIVE DATE AND TERM A. This Agreement shall be effective on the date it has been signed by both parties hereto and shall remain in full force and effect unless and until it expires by operation of the term stated herein, or until terminated or extended as provided herein. B. This Agreement shall expire sixty (60) months from the Effective Date. 3.0 SCOPE OF WORK A. The goods and related services which are the subject matter of this Agreement are described generally herein and referenced in in the attached Exhibit “A” (“Proposal”) and Exhibit “B” (“Reference Solutions Agreement”), both incorporated herein by reference for all purposes. B. This Agreement shall evidence the entire understanding and agreement between the parties and shall supersede any prior proposals, correspondence or discussions. C. Vendor shall satisfactorily provide all deliverables and services described herein and referenced in Exhibit “A” and Exhibit “B” within the contract term specified. A change in the Scope of Services or any term of this Agreement, including bonding requirements, must be negotiated and agreed to in all relevant details, and must be embodied in a valid Supplemental Agreement as described herein. 4.0 COSTS A. City agrees to pay for goods and related services during the term of this Agreement pursuant to the pricing terms set forth in Exhibit “A.” 2 3 B. The City shall is authorized to pay the Vendor an amount not-to-exceed Twenty- Five Thousand Five Hundred and No/100 Dollars ($25,500.00) for the term of this Agreement. 5.0 INVOICES All invoices shall include, at a minimum, the following information: 1. Name and address of Vendor; 2. Purchase Order Number; 3. Description and quantity of items received; and 4. Delivery dates. 6.0 NON-APPROPRIATION AND FISCAL FUNDING This Agreement is a commitment of City’s current revenues only. It is understood and agreed that City shall have the right to terminate this Agreement at the end of any City fiscal year if the governing body of City does not appropriate funds sufficient to purchase the services as determined by City’s budget for the fiscal year in question. City may affect such termination by giving Vendor a written notice of termination at the end of its then-current fiscal year. 7.0 PROMPT PAYMENT POLICY In accordance with Chapter 2251, V.T.C.A., Texas Government Code, any payment to be made by City to Vendor will be made within thirty (30) days of the date City receives goods under this Agreement, the date the performance of the services under this Agreement are completed, or the date City receives a correct invoice for the goods or services, whichever is later. Vendor may charge interest on an overdue payment at the “rate in effect” on September 1 of the fiscal year in which the payment becomes overdue, in accordance with V.T.C.A., Texas Government Code, Section 2251.025(b). This Prompt Payment Policy does not apply to payments made by City in the event: 1. There is a bona fide dispute between City and Vendor, a contractor, subcontractor, or supplier about the goods delivered or the service performed that cause the payment to be late; or 2. There is a bona fide dispute between Vendor and a subcontractor or between a subcontractor and its supplier about the goods delivered or the service performed that causes the payment to be late; or 3. The terms of a federal contract, grant, regulation, or statute prevent City from making a timely payment with federal funds; or 3 4 4. The invoice is not mailed to City in strict accordance with any instruction on the purchase order relating to the payment. 8.0 GRATUITIES AND BRIBES City may, by written notice to Vendor, cancel this Agreement without liability to Vendor if it is determined by City that gratuities or bribes in the form of entertainment, gifts, or otherwise were offered or given by Vendor or its agents or representatives to any City officer, employee or elected representative with respect to the performance of this Agreement. In addition, Vendor may be subject to penalties stated in Title 8 of the Texas Penal Code. 9.0 TAXES City is exempt from Federal Excise and State Sales Tax; therefore, tax shall not be included in Vendor’s charges. 10.0 INSURANCE Vendor shall meet all City of Round Rock insurance requirements set forth at: http://www.roundrocktexas.gov/wp-content/uploads/2014/12/corr insurance 07.20112.pdf. 11.0 CITY’S REPRESENTATIVE City hereby designates the following representative authorized to act in its behalf with regard to this Agreement: Michelle Cervantes Library Department 200 E. Liberty Round Rock, TX 78664 (512) 218-7010 mcervantes@roundrocktexas.gov 12.0 DEFAULT If Vendor abandons or defaults under this Agreement and is a cause of City acquiring the specified goods elsewhere. Vendor shall be declared in default of this Agreement if it does any of the following and fails to cure the issue within thirty (30) days of receipt of written notice: A. Fails to fully, timely and faithfully perform any of its material obligations under this Agreement; B. Becomes insolvent or seeks relief under the bankruptcy laws of the United States 5 and is unable to perform its material obligations under the Agreement. 13.0 TERMINATION AND SUSPENSION A. In the event of any uncured default by either party, the non-defaulting party has the right to terminate the affected portions of this Agreement for cause, upon ten (10) days’ written notice to the defaulting party following the cure period. B. In the event the City terminates under this section, the following shall apply: Upon the effective date of the termination, Vendor shall discontinue performance of the affected provision of goods and/or services. The City shall be responsible only for amounts due and owing up to the date of termination. 14.0 COMPLIANCE WITH LAWS, CHARTER, AND ORDINANCES A. Vendor, its agents, employees and subcontractors shall use best efforts to comply with all applicable federal and state laws, the Charter and Ordinances of the City of Round Rock, as amended, and with all applicable rules and regulations promulgated by local, state and national boards, bureaus and agencies. B. In accordance with Chapter 2271, Texas Government Code, a governmental entity may not enter 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 Israel; and (2) will not boycott Israel and will not boycott Israel during the term of this contract. The signatory executing this Agreement on behalf of Vendor verifies Vendor does not boycott Israel and will not boycott Israel during the term of this Agreement. C. In accordance with Chapter 2274, Texas Government Code, a governmental entity may not enter into a contract with a company with at least ten (10) full-time employees for a value of at least One Hundred Thousand and No/100 Dollars ($100,000.00) unless the contract has a provision verifying 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 signatory executing this Agreement on behalf of Vendor verifies Vendor does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association, and it will not discriminate during the term of this Agreement against a firearm entity or firearm trade association. D. In accordance with Chapter 2274, Texas Government Code, a governmental entity may not enter into a contract with a company with at least ten (10) full-time employees for a value of at least One Hundred Thousand and No/100 Dollars ($100,000.00) unless the contract has a provision verifying that it: (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of this Agreement. The signatory executing this Agreement on behalf of Vendor verifies Vendor does not boycott energy companies, and it will not boycott energy companies during the term of this Agreement. 6 15.0 ASSIGNMENT AND DELEGATION The parties hereby bind themselves, their successors, assigns and legal representatives to each other with respect to the terms of this Agreement. Neither party shall assign, sublet or transfer any interest in this Agreement without prior written authorization of the other party. 16.0 NOTICES A. All notices and other communications in connection with this Agreement shall be in writing and shall be considered given as follows: 1. When delivered personally to recipient’s address as stated in this Agreement; or 2. Three (3) days after being deposited in the United States mail, with postage prepaid to the recipient’s address as stated in this Agreement. Notice to Vendor: Data Axle 1001 Fort Crook Road North Bellevue, Nebraska 68005 Notice to City: City Manager Stephanie L. Sandre, City Attorney 221 East Main Street AND TO: 309 East Main Street Round Rock, TX 78664 Round Rock, TX 78664 B. Nothing contained herein shall be construed to restrict the transmission of routine communications between representatives of City and Vendor. 17.0 APPLICABLE LAW, ENFORCEMENT, AND VENUE This Agreement shall be enforceable in Round Rock, Texas, and if legal action is necessary by either party with respect to the enforcement of any or all of the terms or conditions herein, exclusive venue for same shall lie in Williamson County, Texas. This Agreement shall be governed by and construed in accordance with the laws and court decisions of the State of Texas. 18.0 EXCLUSIVE AGREEMENT This document, and all appended documents, constitutes the entire Agreement between Vendor and City. This Agreement may only be amended or supplemented by mutual agreement of the parties hereto in writing. 7 19.0 DISPUTE RESOLUTION City and Vendor hereby expressly agree that no claims or disputes between the parties arising out of or relating to this Agreement or a breach thereof shall be decided by any arbitration proceeding, including without limitation, any proceeding under the Federal Arbitration Act (9 USC Section 1-14) or any applicable state arbitration statute. 20.0 SEVERABILITY The invalidity, illegality, or unenforceability of any provision of this Agreement or the occurrence of any event rendering any portion or provision of this Agreement void shall in no way affect the validity or enforceability of any other portion or provision of this Agreement. Any void provision shall be deemed severed from this Agreement, and the balance of this Agreement shall be construed and enforced as if this Agreement did not contain the particular portion or provision held to be void. The parties further agree to amend this Agreement to replace any stricken provision with a valid provision that comes as close as possible to the intent of the stricken provision. The provisions of this section shall not prevent this entire Agreement from being void should a provision which is of the essence of this Agreement be determined void. 21.0 MISCELLANEOUS PROVISIONS A. Standard of Care. Vendor represents that it employs trained, experienced and competent persons to perform all of the services, responsibilities and duties specified herein and that such services, responsibilities and duties shall be performed in a manner according to generally accepted industry practices. B. Time is of the Essence. The parties agree that, from time to time, certain unique transactions may have special requirements relative to timing and, accordingly, the parties will identify those transactions and exercise best efforts to accomplish those transactions within the stated timeframe. Other timing requirements will be met in a commercially reasonable manner. Where damage is caused to City due to Vendor’s failure to perform in the special timing requirement circumstances, City may pursue any remedy available without waiver of any of City’s additional legal rights or remedies. C. Binding Agreement. This Agreement shall extend to and be binding upon and inure to the benefit of the parties’ respective heirs, executors, administrators, successors and assigns. D. Multiple Counterparts. This Agreement may be executed in multiple counterparts, any one of which shall be considered an original of this document; and all of which, when taken together, shall constitute one and the same instrument. [Signatures on the following page.] 7 8 IN WITNESS WHEREOF, City and Vendor have executed this Agreement on the dates indicated. IN WITNESS WHEREOF, City and Vendor have executed this Agreement on the dates indicated. City of Round Rock, Texas Data Axle By:_______________________________ By:________________________________ Printed Name:_______________________ Printed Name:_______________________ Title:_______________________________ Title:_______________________________ Date Signed:_________________________ Date Signed:_________________________ ATTEST: By: __________________________________ Ann Franklin, City Clerk FOR CITY, APPROVED AS TO FORM: By: __________________________________ Stephanie L. Sandre, City Attorney 8 QUOTE Rev 01.29.21 Quote Number: 03172025 Date: 03/17/2025 Offer Valid Until: 05/15/2025 Rep: Timothy Kielion 13155 Noel Road, Suite 1750 Dallas, TX 75240 Phone: 402.836.1405 Email: Timothy.Kielion@data-axle.com Client: Round Rock Public Library Contact Name: Geeta Halley Address: 216 E Main Ave City, State, Zip: Round Rock, TX 78664 Email: ghalley@roundrocktexas.gov Billing Phone: 512.218.7000 Delivery Method Delivery Date Payment Terms Online 5/15/2025 Net30 QTY ITEM #DESCRIPTION UNIT PRICE DISCOUNT LINE TOTAL 1 1 Reference Solutions Premium Package $5,100 $ $5,100 May 15 2025 to May 14 2030 at $5,100 per year $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ SUBTOTAL $5,100 DISCOUNT $ Tax (if applicable)$0 Shipping (if applicable)$ TOTAL $5,100 Qty of Users: Unlimited to all staff and patrons of the Round Rock Public Library Modules: US Business, US Historical, US New Business, US Healthcare, US Standard White Pages, Canadian Business, Canadian White Pages, US Consumers/Lifestyles, New Movers/New Homeowners, Data Visualization, US Jobs, Universal Search # Prints/Downloads Internal: 500 per sesssion # Prints/Downloads External: 250 QUOTE Rev 01.29.21 Licensed Data will be utilized: Research purposes License term: 5 yr(s). Client agrees to delete licensed data upon expiration of license period. Where client orders these products or services from Data Axle pursuant to this quote (as identified on either parties PO) the following terms shall apply: Terms and Conditions 1 Rev 08.08.24 4877-6614-2212.4 REFERENCE SOLUTIONS AGREEMENT “Effective Date”: May 15, 2025 This Reference Solutions Agreement (this “Agreement”) is entered into on the Effective Date between Data Axle, Inc. (“Data Axle”) and the City of Round Rock (“Client”).The Parties agree the License Agreement entered into between the Parties on May 15, 2006, and any subsequent amendments and/or renewals thereto (“the “License Agreement”), are hereby superseded and replaced with this Agreement. For the avoidance of doubt, this Agreement shall be the controlling and prevailing document concerning the subject matter herein and the License Agreement is hereby terminated. 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 five (5) year(s) (the “Term”), unless earlier terminated in accordance with the Agreement.” 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 terms and conditions stated therein. Data Axle reserves the right to modify the terms and conditions located on the reference website at any time. 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. Client shall hold Data Axleharmless 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) 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. 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 five (5) days after termination of this Agreement. 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 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 ARISEOUT 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 2 Rev 08.08.24 4877-6614-2212.4 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. 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. Confidentiality 6.1 Definition of Confidential Information.“Confidential Information” means all nonpublic, confidential, or proprietary information disclosed by a Party or its Affiliates (the “Disclosing Party”) to the other Party (the “Receiving Party”), whether orally or in writing or via electronic means, that is marked as “confidential” or that should be reasonably understood to be confidential. Confidential Information includes, without limitation, the Products, financial statements, business and marketing plans, customer/client transactions customer/client lists, pending or threatened litigation, prospective contractual relations, collection, tabulation and analysis of data, proprietary information, computer programming methods, source code, object code, designs, specifications, plans, drawings, programs, databases, intellectual property, inventions (whether or not eligible for legal protection under patent, trademark, or copyright laws), research and development, and work in progress. The terms of this Agreement will also be deemed Confidential Information. Confidential Information does not include information that: (i) is publicly available as of the Effective Date or becomes publicly available thereafter through no fault of the Receiving Party provided, however, that the Products will remain Confidential Information notwithstanding any portion of the Products being sourced from the public domain; (ii) the Receiving Party rightfully possessed the information before it was received from the Disclosing Party; or (iii) is subsequently furnished to the Receiving Party by a third-party without restrictions on disclosure. Notwithstanding these provisions, Products is always Data Axle Confidential Information. 6.2 Use of Confidential Information. Each Party retains all ownership rights in and to its Confidential Information. The Receiving Party must use the Disclosing Party’s Confidential Information only to perform its obligations under this Agreement, and for no other purpose. The Receiving Party must keep confidential the Disclosing Party’s Confidential Information using the same degree of care it uses to keep confidential its own Confidential Information, but in no event less than reasonable care. The Receiving Party further agrees not to disclose or permit any other person or entity access to the Disclosing Party’s Confidential Information, except such disclosure or access of the Disclosing Party’s Confidential Information will be permitted to a Representative of the Recipient that requires access, with any such access limited only to the extent necessary in order to perform his or her employment or services as they relate to the Receiving Party’s performance of its obligations under this Agreement. The Receiving Party must ensure that such Representatives sign confidentiality agreements with the Receiving Party containing protections not materially less protective of the Confidential Information than those in this Agreement. The Receiving Party must immediately notify the Disclosing Party in writing of all circumstances which the Receiving Party becomes aware of surrounding any possession, use, or knowledge of Confidential Information by any person or entity other than those authorized by this Agreement. Subject to the limitations set forth in this Agreement, the Receiving Party is fully responsible and liable for any breach of this Section by any of its Representatives. Permitted uses pursuant to this Section are subject to all additional restrictions in the Agreement. 6.3 Required Disclosures; Notification.If the Receiving Party is compelled by law, governmental regulation, court order, or other legal process to disclose any Confidential Information of the Disclosing Party, it may do so if: (i) it provides the Disclosing Party with prompt prior notice of such compelled disclosure (to the extent legally permitted); and (ii) it provides the Disclosing Party with reasonable assistance, at the Disclosing Party’s reasonable expense, if the Disclosing Party determines in its sole discretion to contest the disclosure. 6.4 Return of Confidential Information.Upon the expiration or termination of this Agreement or upon request of the Disclosing Party during the term of this Agreement, the Receiving Party shall return or irretrievably destroy all Confidential Information of the Disclosing Party then in its possession or control. In the case of destruction, the Receiving Party must certify such destruction to the Disclosing Party within thirty (30) days following the expiration or termination of this Agreement or the Disclosing Party’s request. 7. My Jobs Library Specific Terms. This Section 7 applies only if Client has purchased access to My Jobs Library. Client understands and acknowledges that the subscription to My Jobs Library was obtained through Data Axle, who is acting as an authorized reseller of Geographic Solutions Inc. ("Provider"). Client's access to and use of My Jobs Library are contingent upon Client's acceptance of the Provider's terms of use. These terms must be agreed to by Client on Provider’s website or through another user agreement between Client and Provider. Data Axle shall not be liable for any claims, losses, or damages arising from Client’s agreement with Provider. 8. 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 Williamson or Travis Counties, 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 3 Rev 08.08.24 4877-6614-2212.4 governmental entities are governed by the laws of the state in which they are organized. As such Data Axle waives enforcement of this Section 8, where Client is a governmental entity. 9. 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. 10. 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 orcertified 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. 11. 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 10, and 11 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 8 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. 12. 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. IN WITNESS HEREOF, the parties’ duly authorized representatives have executed this Agreement on the Effective Date. City of Round Rock, CLIENT Data Axle, Inc. Signature: ___________________________________ Signature: ___________________________________ Name: ______________________________________ Name: ______________________________________ Title: _______________________________________ Title: _______________________________________ Date: _______________________________________ Date: _______________________________________ 4 Rev 08.08.24 4877-6614-2212.4 SCHEDULE A AUTHORIZED USE & SPECIAL TERMS ACCOUNT/BILLING PHONE NUMBER: 5122187000 CLIENT NAME:City of Round Rock TERM: Five (5) years beginning on May 15, 2025 and extending through May 14, 2030 (“Term”). Client agrees to purchase the Products selected below during the Term of the Agreement. In consideration for the Products Client shall pay Data Axle an annual Fee of $5,100.00 within thirty (30) days of the Effective Date. 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 My Jobs Library 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 Round Rock 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.