HomeMy WebLinkAboutContract 55795CoStar
Information
Subscription Form
FOR INTERNAL ONLY: (Ref ID) 1447583
AE: Trae Williams
Location ID: 2242862
Business Code: Government
♦
�- j COSt�T'"
CSC No. 55795
BILL TO:
Licensee: City of Fort Worth Location ID: 2242862
Address: 1120 South Fwy, Suite 106, 144 City/Prov/Postal Code: Fort Worth, TX 76104-5095
Telephone: (817) 392-2255
Bill-To Contact: M. Isabel Villegas Email for Bill-to-Contact: Maria.Villegas@fortworthtexas.gov
USE: BILLING CYCLE:
Total No. Listings: 0 �Monthly
Total No. Sites: 3 ❑Quarterly
Total No. Authorized Users (All Sites): 7 ✓❑Yearly
TERM:
One Year Initial Term
INVOICE TYPE/BILLING PREFERRED: START DATE:
Single Invoice Immediate Start
SERVICES
Site Market Product Description Monthly License Fees (Before Tax)
2242862 Dallas CoStar Suite $875.00
37620761 Dallas CoStar Suite $650.00
46145871 Dallas CoStar Suite $395.00
Total Monthly Fees From Additional Schedule of Services
Discount:
Total Monthly License Fees: $1,920.00
Discounted Monthly License Fees:
Notes: This Agreement supersedes the agreement between the above-named Customer/Licensee and CoStar/Licensor dated 01/03/2020 relating to the provision of CoStar
services, except for those terms that survive termination and any outstanding license fees.
This agreement includes the applicable Terms and Conditions for the services identified above, available at https://www.apartments.com/advertise/disclaimers/internet-advertising-terms-and-
conditions, https://www.apartments.com/advertise/ocps-terms-conditions and/or https://www.costar.com/CoStarTerms-and-Conditions, and any addenda attached hereto between CoStar
Realty Information, Inc. ("CoStar") and the above-named Customer/Licensee (collectively, the "AgreemenY'), and establishes the terrns and conditions underwhich CoStarwill license the
products set forth in this Agreement. The Terms and Conditions are an integral part of the Agreement being formed hereby. In addition, this Agreement incorporates by reference the website
Terms of Service/Use (the "Website Terms of Use") available online for each applicable service provided under this Agreement (e.g., www.costar.com, www.apartments.com,
www.apartmentfinder.com, etc.). Customer/Licensee agrees to comply with the Website Terms of Use and to regularly review such terms for updates and changes. To the extent a conflict
exists, the Subscription Form and the Terms and Conditions shall govern over the Website Terms of Service. Terms used on this Subscription Form and not otherwise defined shall have the
meanings set forth in the applicable Terms and Conditions.
In the event Licensee does not execute this Agreement by the following date 2/28/2021, the terms of this Agreement shall become null and void; however, if both parties execute and
commence pertormance of their duties and obligations under this Agreement after such date, this Agreement shall continue in full force and effect and be binding on the parties. Licensee
may not make any changes to this Agreement unless agreed to by CoStar in writing. The person executing this 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 execution have been taken. CoStar hereby provides notice that only an authorized officer of CoStar or its parent
company can execute this Agreement on behalf of CoStar. The parties hereby acknowledge that this Agreement may be executed and delivered by facsimile and such facsimile shall
constitute a legal and binding agreement on the parties.
CoStar Realty Information, Inc. Licensee ��
Jesus J. Chapa (Jun�l 0930 CDT)
By: Signature:
Name:
Title:
Date:
Address
Address
Scott Wheeler
Chief Financial Officer
Feb 09, 2021
1331 L St NW
Washington, DC 20005-4101
Schedule Of Services
Print Name: J2SUS J. Ch8p8
Titie: Deputy City Manager
Date: Jun 1, 2021
Address: 1120 South Fwy, Suite 106, 144
Address: Fort Worth. TX 76104-5095
OFFICIAL REC�RD
CITY SECRETARY
FT. VIIORTH, TX of
CoStar
Information
Subscription Form
1�� CoStarry
Licensee: City of For1 Wor1h Localion ID: 2242862
Address: 1120 South Fwy, Suite 106, 144 Ci1y15tate2ip: Fort Worth, TX 76104-5095
To1al Number of Aulhorized Users at Si1e 4
L15ERS AT ABOVE LISTE� 51TE
Contact Name: Robert Sturns Phone: 817-392-2255
Email: Robert.slurns�fortworthlexas.gov Role: User
Contact Name: Elise Back Phone: 817-392-2255
Email: elise.backr@fortworingo�.org Role: User
Contact Name: Kendall Richey Phone: 817-392-6029
Email: kendall.richeycLDforiworihtexas.go� Role: User
Contact Name: Michael Hennig Phone: 817-392-6024
Email: Michael.hennig�fortworthtexas.go� Role: User
User �etail Page 1 of 3
CoStar
Information
Subscription Form
1�� CoStarry
Licensee: City of For1 Wor1h Localion ID: 37620761
Address: 900 Monroe St, 5uite 404 Ci1y15tate2ip: Fort Worth, TX 76102-6319
To1al Number of Aulhorized Users at Si1e 2
L15ERS AT ABOVE LISTE� 51TE
Contact Name: Mark Brown Phone: 817-392-5197
Email: mark.brown�fortworthtexas.go� Role: User
Contact Name: Ricky 5alazar Phone: 817-392-8379
Email: Ricardo.5alazar�fortworthlexas.gov Role: User
User �etail Page 2 of 3
CoStar
Information
Subscription Form
1�� CoStarry
Licensee: City of For1 Wor1h Avialion Departmenl Localion ID: 46145871
Address: 201 American Concourse Ci1y15tate2ip: Fort Worth, TX 76106
To1al Number of Aulhorized Users at Si1e 1
L15ERS AT ABOVE LISTE� 51TE
Contact Name: Roger Venables Phone: 817-392-5400
Email: roger.venables�foriworthtexas.go� Role: User
User �etail Page 3 of 3
3/15/2021
�/�
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Terms and Conditions
CoSta r Terms a nd Cond itions
(Commercial)
1. License. (a) This Agreement between CoStar Realty Information, Inc.
("CoStar") and Licensee concerns one or more products developed and
maintained by CoStar consisting of one or more of the following: (1) a
proprietary database (the "Database") of commercial real estate information,
including but not limited to, the information, text, photographic and other
images and data contained therein (collectively, the "Information") and the
proprietary organization and structures for categorizing, sorting and displaying
such Information, (2) forecasts, evaluations, simulations, assessments, models,
processes, methods, techniques, applications, procedures, formulae,
algorithms and other analyses related to real estate or securities, including but
not limited to those related to the Licensee's portfolio or otherwise resulting
from the performance of services rendered in connection with any consulting
agreement between CoStar and Licensee (the "Analysis"), (3) commercial real
estate market reports, which may contain the Analysis (the "CoStar Market
Reports") and (4) related software (the "Software") . Those portions of the
Software, Database, Analysis and CoStar Market Reports that are licensed
hereunder, including any updates or modifications thereto, and any
information derived from the use of the Database, Analysis or CoStar Market
Reports, including as a result of the verification of any portion of the
Information, Analysis or CoStar Market Reports by Licensee, are collectively
referred to herein as the "Licensed Product." (b) During the term of this
Agreement, CoStar hereby grants to Licensee a nonexclusive, nontransferable
license to use only those portions of the Licensed Product that are expressly
identified on the Subscription Form to which these CoStar Terms and
Conditions are attached, subject to and in accordance with the terms of this
Agreement. (c) The Licensed Product may be used by no more than the
number of users set forth on the Subscription Form and, except as set forth
below, only at the site(s) specifically identified therein. Except where Licensee is
an individual, and therefore the sole Authorized User, all of such users (the
"Authorized Users") must be individuals (1) employed by Licensee or an
Exclusive Contractor of Licensee at a site identified on the Subscription Form
and (2) included on CoStar's list of Authorized Users and associated sites for
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the Licensed Product. Licensee understands that all individuals that benefit
from the Licensed Product at each licensed site, which for the avoidance of
doubt includes any broker, agent, researcher, analyst, appraiser, surveyor,
valuer, investment professional (including those making/assisting with
investment or lending decisions), advisor, underwriter, asset manager, sales or
other similar personnel (including, but not limited to, managers or directors
managing such personnel) must be an Authorized User and Licensee agrees to
notify CoStar if the number of such individuals at a site exceeds the number of
Authorized Users set forth in this Agreement. An "Exclusive Contractor" is
defined as an individual person working solely for Licensee and not also for
themselves or another company with commercial real estate information
needs and performing substantially the same services for Licensee as an
employee of Licensee. (d) Licensee will ensure that access to and use of the
Licensed Product, and the user names and passwords (collectively, the
"Passcodes") and any other authentication method used to access the
Licensed Product are available only to Authorized Users, and will not allow
anyone other than an Authorized User access to the Licensed Product or
Passcodes for any reason.
2. Use. (a) Subject to the prohibitions set forth below, during the term of this
Agreement, Licensee may, in the ordinary course of business: (1) use the
Licensed Product for Licensee's internal research purposes; and (2) use the
Database (A) to provide information regarding particular properties to its
clients and prospective clients; (B) to market particular properties, and (C) to
support its valuation, appraisal or counseling regarding a specific property.
Licensee may also, in the ordinary course of its business share or distribute to
clients limited amounts of Information and limited excerpts and discrete
portions of Analysis, including limited excerpts and discrete portions from
CoStar Market Reports ("CoStar Excerpts") that are contained in or incidental
to its own reports, analyses or presentations for clients ("Client Materials"),
provided that: (i) such CoStar Excerpts are only supportive of the substance of
the Client Materials; (ii) Licensee shall be liable for any such distribution of the
CoStar Excerpts; (iii) Licensee shall always acknowledge CoStar as the source
of the CoStar Excerpts within the Client Materials; (iv) the Client Materials shall
not include full copies or substantial portions of any CoStar Market Reports;
and (v) the Client Materials only contain limited amounts of building-specific
and tenant-specific Information and are not commercially or generally
distributed. Subject to the provisions set forth below, Licensee may print
Information or copy Information into word processing, spreadsheet and
presentation programs (or other software programs with the express written
consent of CoStar), so long as the level of Information being printed or copied
is reasonably tailored for Licensee's purposes, insubstantial and used in
compliance with this Section. (b) Except as set forth in Section 2(a), Licensee
shall not distribute, disclose, copy, reproduce, make available, communicate to
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Terms and Conditions
the public by telecommunication, display, publish, transmit, assign, sublicense,
transfer, provide access to, use or sell, directly or indirectly (including in
electronic form), any portion of the Licensed Product, or modify, adapt or
create derivative works of the Licensed Product. (c) Notwithstanding any other
provision herein, Licensee shall not: (1) upload, post or otherwise transmit any
portion of the Licensed Product on, or provide access to any portion of the
Licensed Product through, the Internet, any bulletin board system, any
electronic network, any listing service or any other data sharing arrangement
not restricted exclusively to Licensee and the Authorized Users, except that (i)
Licensee may e-mail a report containing Information or CoStar Excerpts that
complies with Section 2(a), to a limited number of its clients and prospective
clients, and (ii) Licensee may display solely on its own website photographs
from the Licensed Product that depict properties that Licensee owns, controls,
represents or holds exclusives, provided that under no circumstances shall such
photographs be posted on any website that may compete with the Licensed
Product; (2) use any portion of the Licensed Product to create, directly or
indirectly, any database or product; (3) access or use the Licensed Product if
Licensee is a direct or indirect competitor of CoStar or provide any portion of
the Licensed Product to any direct or indirect competitor of CoStar; (4) store,
copy or export any portion of the Licensed Product into any database or other
software program, except as set forth in Section 2(a); (5) modify, merge,
scrape, disassemble or reverse engineer any portion of the Licensed Product;
(6) use, reproduce, publish or compile any Information or Analysis for the
purpose of selling or licensing such information or making such information
publicly available; (7) use or distribute Information or Analysis that has been
verified or confirmed by Licensee for the purpose of developing or contributing
to the development of any database, product or service; (8) use any portion of
the Licensed Product in a manner that would violate any U.S., Canadian,
international, provincial, state or local law, regulation, rule, ordinance or
common-law principle, including real estate practice, competition, marketing,
advertising, defamation, securities, spam and privacy laws; or (9) (A) use any
portion of the Licensed Product in any securities offering materials, registration
statement, prospectus or other filing with the U.S. Securities and Exchange
Commission or a foreign securities regulator (or other materials in each case),
(B) incorporate by reference any portion of the Licensed Product into any such
registration statement, prospectus or other filing or (C) use any portion of the
Licensed Product in any filing with any federal, provincial, state, local or foreign
governmental authority; each case of (A), (B) and (C) being in connection
with the offer or sale of securities.
3. Ownership.Licensee acknowledges that the Information is comprised of data
that is owned by CoStar and its licensors and that CoStar and its licensors have
and shall retain exclusive ownership of all proprietary rights to the Licensed
Product, including all U.S., Canadian and international intellectual property
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and other rights such as patents, trademarks, copyrights and trade secrets.
This is a license agreement and not an agreement for sale. Licensee shall have
no right or interest in any portion of the Licensed Product except the right to
use the Licensed Product as set forth herein. Licensee acknowledges that the
Software, Database, Analysis, Information and Licensed Product constitute the
valuable property and confidential copyrighted information of CoStar and its
licensors (collectively, the "Proprietary Information") . Licensee agrees to (a)
comply with all copyright, trademark, trade secret, patent, contract and other
laws necessary to protect all rights in the Proprietary Information, (b) not
challenge CoStar's and its licensor's ownership of (or the validity or
enforceability of their rights in and to) the Proprietary Information, and (c) not
remove, conceal, obliterate or circumvent any copyright or other notice or
license, use or copying technological measure or rights management
information included in the Licensed Product. Licensee shall be liable for any
violation of the provisions of this Agreement by any Authorized User and by
Licensee's employees, Exclusive Contractors, affiliates and agents and for any
unauthorized use of the Licensed Product by such persons. Without CoStar's
consent, Licensee may not use or reproduce any trademark, service mark or
trade name of CoStar or its licensors. Nothing in this Agreement will restrict
CoStar from freely using for any purpose, without compensation, any Licensee
idea, suggestion, enhancement or other feedback relating to the Licensed
Product or new CoStar products, features or tools, or any portion thereof.
4. Term. The term of this Agreement shall begin on the Start Date, shall
continue for the initial term specified on the Subscription Form (the "Initial
Term"), and shall expire at the end of such Initial Term on the last day of the
calendar month in which the Start Date occurred, unless earlier terminated
pursuant to the terms hereof. This Agreement shall continue thereafter for
successive periods of one (1)_year (each such successive period being a
"Renewal Term") commencing on the last day of the Initial Term or any_
Renewal Term, unless at least sixty_(60) days prior to the last day of the Initial
Term or any Renewal Term, either party has provided the other written notice
of an intent not to renew. Licensee acknowledges that it is responsible for
payment of License Fees (as defined below) pursuant to Section 5 for the entire
Renewal Term unless the Agreement is terminated in accordance with the
notice provisions of this Section. The "Start Date" shall be the date of
dissemination by CoStar of a Passcode for such Licensed Product to Licensee;
provided, that for existing customers with Passcodes, the "Start Date" shall be
the date the Agreement is fully executed.
5. License Fees. Licensee agrees to pay the License Fees and all other fees set
forth in this Agreement (the "License Fees") . Licensee's obligation to pay such
fees shall begin on the Start Date. CoStar will send invoices for the License Fees
by email, regular mail or both. In addition to anything set forth herein, CoStar
may: (a) on each anniversary of the last day of the calendar month in which
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the Start Date occurred, increase the License Fees by a percentage equal to the
percentage increase in the Consumer Price Index for All Urban Consumers (CPI-
U) for the previous twelve months; and (b) at any time during a Renewal Term
increase the License Fees or charge other fees for any portion of the Licensed
Product or service provided by CoStar, provided, that if Licensee does not agree
to the increase or charge implemented solely under this Section 5(b), then
Licensee may give CoStar written notice of termination within sixty (60) days
of CoStar's notice of such increase or charge, in which case Licensee shall
continue to pay the License Fees in place before the proposed increase or
charge until the last day of the calendar month in which Licensee's notice of
termination is delivered, and this Agreement shall terminate with respect to
such portion of the Licensed Product on such date. All fees shall be billed in
advance in accordance with the billing cycle identified herein and are due net
thirty days. All payments received after the due date may be subject to a late
payment charge from such due date until paid at a rate equal to the maximum
rate permitted under applicable law. In all cases, the amount of License Fees
shall be paid by Licensee to CoStar in full without any right of set-off or
deduction. CoStar may accept any payment without prejudice to its rights to
recover the balance due or to pursue any other right or remedy. No
endorsement or statement on any check, payment, or elsewhere will be
construed as an accord or satisfaction. The License Fees do not include sales,
use, excise or any other taxes or fees now or hereafter imposed by any
governmental authority with respect to the Licensed Products. CoStar shall not
be bound to use third party payment vendors, and any fees charged by such
vendors shall be added to the License Fees payable hereunder. At CoStar's
option, Licensee shall pay such taxes or fees directly or pay to CoStar any such
taxes or fees immediately upon invoicing by CoStar.
6. Termination. (a) Either party may terminate any portion of this Agreement
in the event of: (1) any breach of a material term of this Agreement by the
other party which is not remedied within thirty (30) days after written notice
to the breaching party; or (2) the other party making an assignment for the
benefit of its creditors, or the filing by or against such party of a petition under
any bankruptcy or insolvency law, which is not discharged within 30 days of
such filing. (b) CoStar may terminate any portion of this Agreement
immediately without further obligation to Licensee: (1) upon CoStar's good
faith determination of any violation by Licensee of any provision of Section 1, 2,
3 or 13 (a) hereunder, or any material provision of any other agreement
between the parties or their affiliates; or (2) in the event that CoStar
discontinues a particular market or markets that form a part of the License
Product or discontinues a particular product, upon five (5) days' written notice
at any time in CoStar's sole discretion in which case CoStar shall refund any
fees paid by Licensee to license the terminated portion of the Licensed Product
after the effective date of such termination, and Licensee shall be released of
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its obligation to pay the associated License Fees due after the date of such
termination. (c) CoStar may interrupt the provision of any portion of the
Licensed Product to Licensee upon CoStar's good faith determination of any
violation by Licensee of any provision of Section 1, 2, 3 or 13(a) hereunder, or
any material provision of any other agreement between the parties or their
affiliates, and Licensee shall continue to be responsible for all License Fees,
provided that Licensee shall not be responsible for License Fees for an
interrupted period if there was not an actual violation. CoStar will restore the
provision of the Licensed Product only if all amounts due hereunder are paid
and if, in CoStar's reasonable opinion, CoStar has received satisfactory
assurances as to the cessation of the violation. (d) Upon Licensee's breach of
any term of this Agreement that leads to a termination of this Agreement, all
License Fees and all other fees payable hereunder shall become immediately
due and payable in full, and in addition to the foregoing, CoStar's remedies
shall include any damages and relief available at law or in equity. If CoStar
retains any third party to obtain any remedy to which it is entitled under this
Agreement, CoStar shall be entitled to recover all costs, including attorney's
fees and collection agency commissions, CoStar incurs.
7. Post-Termination. At termination or nonrenewal of this Agreement, Licensee
may no longer use any portion of the Licensed Product in any manner. Within
ten (10) days after the effective date of termination or nonrenewal, Licensee
will permanently delete or destroy all elements of the Licensed Product under
its control and upon request from CoStar, affirm the completion of this process
by execution and delivery to CoStar of an affidavit to that effect reasonably
satisfactory to CoStar. In addition, CoStar may at its sole expense audit
Licensee's compliance with this provision and the terms of the Agreement,
provided, that such audit will occur under Licensee's reasonable supervision
and Licensee shall cooperate in the conduct of the audit. Notwithstanding
anything to the contrary in the second sentence of this Section 7, upon any
non-renewal or termination of the Agreement, Licensee shall not be required to
purge from its hard-copy, electronic or email files Information from the
Licensed Product that Licensee's Authorized Users incorporated into its own
reports, analyses or other materials in compliance with the terms of this
Agreement and which are contained in such hard-copy, electronic or email
files, (the "Post-Termination Information"); provided, however, that the Post-
Termination Information may be retained solely for ordinary corporate systems
backup, legal or regulatory purposes and may not be used, copied, distributed
or displayed for internal research or marketing or for establishing, populating or
being used within any commercial real estate information service or other
searchable database or for any other purposes.
8. Licensed Product. Subject to Section 11, during the term of this Agreement,
CoStar will provide updated Information and Analysis, as applicable, to
Licensee, which updates may be provided through the Internet or in such other
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manner as determined by CoStar. Licensee is responsible for providing all
hardware, software and Internet access necessary to obtain and use the
Licensed Product. CoStar reserves the right to modify any part of the Licensed
Product or the way the Licensed Product is accessed at any time, so long as
such modifications do not significantly degrade the Licensed Product.
9. Information. If Licensee's business provides any commercial real estate
services, Licensee shall use reasonable efforts to keep CoStar informed about
commercial and investment space available for lease and/or sale and
transaction information with respect to properties that Licensee owns,
controls, represents or holds exclusives. Licensee hereby grants to CoStar an
irrevocable, non-exclusive license with respect to CoStar's and its affiliates'
databases to use, modify, reproduce and sublicense with respect to
commercial real estate information available on Licensee's website. CoStar
acknowledges that if Licensee provides CoStar with any information or images,
Licensee retains its rights to such information and images, even following
termination of this Agreement.
10. LIMITATION ON LIABILITY. (a) LICENSEE ACKNOWLEDGES THAT, TO THE
MAXIMUM EXTENT PERMITTED BY LAW, COSTAR AND lTS AFFILIATES AND THEIR
RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES AND THIRD PARTY SUPPLIERS
(COLLECTIVELY, THE "COSTAR PARTIES") WILL NOT BE HELD LIABLE FOR ANY
LOSS, COST OR DAMAGE SUFFERED OR INCURRED BY LICENSEE OR ANY THIRD
PARTY INCLUDING WITHOUT LIMITATION THOSE ARISING OUT OF OR RELATED
TO ANY FAULTS, INTERRUPTIONS OR DELAYS IN THE LICENSED PRODUCT, OUT
OF ANY INACCURACIES, ERRORS OR OMISSIONS IN THE INFORMATION
CONTAINED IN THE LICENSED PRODUCT, REGARDLESS OF HOW SUCH FAULTS,
INTERRUPTIONS, DELAYS, INACCURACIES, ERRORS OR OMISSIONS ARISE, OR
FOR ANY UNAUTHORIZED USE OF THE LICENSED PRODUCT. (b) THE COSTAR
PARTIES' AGGREGATE, CUMULATIVE LIABILITY RELATING TO THIS AGREEMENT
AND USE OF THE LICENSED PRODUCT SHALL BE LIMITED TO LICENSEE'S
ACTUAL, RECOVERABLE DIRECT DAMAGES, IF ANY, WHICH IN NO EVENT
SHALL EXCEED THE TOTAL AMOUNT OF LICENSE FEES ACTUALLY PAID TO
COSTAR UNDER THIS AGREEMENT DURING THE TWELVE MONTH PERIOD
IMMEDIATELY PRECEDING THE DATE SUCH CLAIM AROSE. RECOVERY OF THIS
AMOUNT SHALL BE LICENSEE'S SOLE AND EXCLUSIVE REMEDY. (c� UNDER NO
CIRCUMSTANCES WILL ANY OF THE COSTAR PARTIES BE LIABLE FOR ANY
INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, SPECIAL OR CONSEQUENTIAL
DAMAGES, INCLUDING WITHOUT LIMITATION LOST PROFITS, ARISING OUT OF,
BASED ON, RESULTING FROM OR IN CONNECTION WITH THIS AGREEMENT OR
ANY USE OF THE LICENSED PRODUCT, EVEN IF COSTAR HAS BEEN ADVISED OF
THE POSSIBILITY OF SUCH DAMAGES. THE EXCLUSION OF DAMAGES IN THIS
SECTION 10(c) IS INDEPENDENT OF LICENSEE'S EXCLUSIVE REMEDYAND
SURVIVES IN THE EVENT SUCH REMEDY FAILS. (d) NO ACTION ARISING OUT
OF OR PERTAINING TO THIS AGREEMENT MAY BE BROUGHT BY LICENSEE
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MORE THAN ONE (1) YEAR AFTER THE CAUSE OF ACTION HAS ARISEN. (e) THE
PROVISIONS OF THIS SECTION APPLY WITHOUT REGARD TO THE CAUSE OR
FORM OF ACTION, WHETHER THE DAMAGES ARE GROUNDED IN CONTRACT,
TORT OR ANY OTHER CAUSE OF ACTION.
11. NO WARRANTIES. ALTHOUGH COSTAR MAKES EFFORTS TO PROVIDE AN
ACCURATE PRODUCT, THE LICENSED PRODUCT AND ALL PARTS THEREOF ARE
PROYIDED 'AS IS; 'WITH ALL FAULTS; AND 'AS AVAILABLE'. THE COSTAR
PARTIES MAKE NO WARRANTIES. THE COSTAR PARTIES DISCLAIM ANY AND ALL
REPRESENTATIONS, WARRANTIES OR GUARANTEES OF ANY KIND, WHETHER
EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION (1)
MERCHANTABILITY, FITNESS FOR ORDINARY PURPOSES AND FITNESS FOR A
PARTICULAR PURPOSE, WORKMANLIKE EFFORT, QUIET ENJOYMENT AND NO
ENCUMBRANCES OR LIENS, (2) THE QUALITY, ACCURACY, TIMELINESS OR
COMPLETENESS OF THE LICENSED PRODUCT, (3) THOSE ARISING THROUGH
COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE, (4)
THE LICENSED PRODUCT CONFORMING TO ANY FUNCTION, DEMONSTRATION
OR PROMISE BY ANY COSTAR PARTY, AND (5) THAT ACCESS TO OR USE OF THE
LICENSED PRODUCT WILL BE UNINTERRUPTED, ERROR-FREE OR COMPLETELY
SECURE. THE ANALYSIS AND COSTAR MARKET REPORTS CONTAINED IN THE
LICENSED PRODUCT MAY INCLUDE, WITHOUT LIMITATION, STATEMENTS
REGARDING COSTAR'S CURRENT OR FUTURE BELIEFS, EXPECTATIONS,
INTENTIONS OR STRATEGIES REGARDING PARTICULAR COMMERCIAL REAL
ESTATE MARKETS. THE ANALYSIS AND COSTAR MARKET REPORTS ARE SUBJECT
TO MANY RISKS AND UNCERTAINTIES THAT COULD CAUSE ACTUAL RESULTS
TO DIFFER MATERIALLY FROM THE ANALYSIS AND COSTAR MARKET REPORTS.
LICENSEE UNDERSTANDS THAT THE ANALYSIS AND COSTAR MARKET REPORTS
CONTAINED IN THE LICENSED PRODUCT ARE BELIEVED TO BE STATE OF THE
ART AND, BY REASON OF THEIR LIMITED PERIOD OF USE, THEIR DEGREE OF
ACCURACY IN REPORTING COMMERCIAL REAL ESTATE MARKET INFORMATION
AND MAKING FORECASTS IS NOT PROVEN. LICENSEE SHALL NOT HOLD
COSTAR OR ITS LICENSORS RESPONSIBLE FOR ANY ERRORS IN REPORTING,
EVALUATING, ANALYZING, SIMULATING OR FORECASTING COMMERCIAL REAL
ESTATE MARKET INFORMATION, OR FOR ANY INFORMATION, ANALYSES OR
COSTAR MARKET REPORTS COMPRISING THE LICENSED PRODUCT.
12. Assignment. The parties' obligations hereunder are binding on their
successors, legal representatives and permitted assigns. Licensee may not
assign or transfer (by operation of law or otherwise) this Agreement nor the
license granted hereunder, in whole or in part, without the prior written
consent of CoStar. Notwithstanding anything set forth to the contrary above,
in the event of Licensee's merger with or acquisition of, or acquisition of assets
by, any third party, Licensee shall be entitled upon written notice, without
approval from CoStar, to assign its rights and obligations under this Agreement
to such third party; provided, however, that (a) such assignment shall not
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result in the elimination of any then-existing CoStar revenue stream from
Licensee or such third party; and (b) in no event shall Licensee be entitled to
assign its rights and obligations hereunder to any individual or entity that
directly or indirectly competes with CoStar or any of its affiliates.
13. Passcodes. (a) Licensee will designate a person authorized to determine
and change the level of each Authorized User's access to the Licensed Product
and designated to ensure that Licensee complies with this Agreement. No
Authorized User may access the Licensed Product using any Passcode other
than the Passcodes assigned to such Authorized User. No Authorized User may
share his assigned Passcodes with any other person nor allow any other person
to use or have access to his Passcodes. During the term of this Agreement,
Licensee will promptly notify CoStar of any Authorized User's change of
employment or contractor status with Licensee, including termination of an
Authorized User's employment or contractual service with Licensee, and upon
such termination Licensee shall cease using and destroy the Passcodes for such
Authorized User. No Authorized User who ceases to be an employee or
Exclusive Contractor of Licensee may use any Passcodes in any manner. (b)
Each Authorized User's access to the Licensed Product may be limited to a
designated computer and requires the Authorized User to access the Licensed
Product solely using the Passcodes and, if required by CoStar, Passcodes with
two-factor authentication, including, but not limited to, facial recognition
authentication. CoStar is under no obligation to confirm the actual identity or
authority of any party accessing the Licensed Product under any Passcode or
other authentication method.
14. Indemnification. Licensee agrees to defend, indemnify and hold harmless
CoStar, its affiliates, and approved assignees, and their partners, directors,
officers, employees and agents for all costs and expenses including attorney's
fees, associated with the defense and settlement of any threatened, pending
or completed claim, demand or action by any person not a party to this
Agreement resulting from, arising out of or relating to Licensee's use or
application of the Database, Analysis, Information or Licensed Product in
contravention of the terms of the Agreement, including a claim under any
laws, rules or regulations (a "Claim") and shall pay any judgments or
settlements based thereon; provided, that CoStar shall give Licensee prompt
written notice of the Claim (provided, however, that CoStar's failure to provide
such notice shall not relieve Licensee of its indemnification obligations except
to the extent it is prejudiced thereby), sole control of the proceedings or
settlement, and, at Licensee's expense, reasonable cooperation, information
and assistance in the defense or settlement negotiations. CoStar may, at its
own expense, reasonably assist in such defense if it so chooses, provided that
Licensee shall control such defense and all negotiations relative to the
settlement of any such claim. This clause shall survive the expiration or
termination of the Agreement for any reason. Solely with respect to any Claim
https://www.costar.com/costarterms-and-conditions 9/13
3/15/2021
Terms and Conditions
under any laws, rules or regulations pursuant to the Section above, if for any
reason the foregoing indemnity is unavailable to any CoStar Party, CoStar shall
be entitled to seek in a court of competent jurisdiction Licensee's contribution
to such Claim under any legal or equitable theories available to it.
15. Notices; Invoices. All notices given hereunder will be in writing and delivered
by email, personally mailed by registered or certified mail, return receipt
requested, or delivered by a well-recognized overnight courier company. If such
notice is being delivered to Licensee, such notice shall be delivered to Licensee's
physical address specified on the Subscription Form, email address or to such
other address as Licensee may specify, and if being delivered to CoStar,
delivered to the physical address set forth on the Subscription Form, Attention:
Director of Sales Administration, email address or to such other address as
CoStar may specify. All notices will be deemed given if delivered personally or
by email, on the day of delivery, if mailed by registered or certified mail, three
days after the date of mailing, if delivered by a well-recognized overnight
courier company, one day after dispatch, and if delivered by overnight
international mail, four days after mailing. Licensee agrees that CoStar may
include notices on invoices sent to Licensee by regular mail or email. Pursuant
to Section 4 of this Agreement, Licensee may deliver notices of termination to
CoStar via email at the following address: cancel@costar.com
(mailto:cancel�a costar.com) .
16. Force Majeure. None of the CoStar Parties 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
control, including industrial disputes, acts of God or government, public enemy,
war, fire, 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.
17. User Information. Licensee acknowledges that if it creates any settings,
saved searches, fields or functions in the Licensed Product or inputs, adds or
exports any data into or from the Licensed Product (collectively, the "User
Data"), none of the CoStar Parties shall have any liability or responsibility for
any of such User Data, including the loss, destruction or use by third parties of
such User Data. Licensee acknowledges that it is Licensee's responsibility to
make back-up copies of such User Data. For each licensed site, Licensee is
allotted an aggregate amount of 100 megabytes of storage space in any
CoStar Property Professional Licensed Product per Authorized User located at
that site.
18. Choice of Law; Jurisdiction. This Agreement shall be construed under the
laws of the District of Columbia without regard to choice of law principles.
CoStar irrevocably consents to the exclusive jurisdiction of the federal and state
https://www.costar.com/costarterms-and-conditions 10/13
3/15/2021
Terms and Conditions
courts located in the District of Columbia 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 federal and state courts located in the District of Columbia, or in any State
where Licensee's Authorized Users are located, for purposes of any action
brought against Licensee in connection with this Agreement or use of the
Licensed Product.
19. Miscellaneous. This Agreement contains the entire understanding of the
parties with respect to the Licensed Product and supersedes any prior oral or
written statements by Licensee, CoStar, or their respective representatives and
documents with respect to such subject matter; provided, that this Agreement
does not supersede any other written license agreement between the parties
unless expressly provided herein. Unless otherwise required by applicable law,
Licensee agrees to keep the terms of this Agreement strictly confidential. Each
party acknowledges that in entering into the Agreement it does not rely on,
and shall have no remedies in respect of any statement, representation,
assurance or warranty (whether made innocently or negligently) that is not set
out in the Agreement. Each party agrees that it shall have no claim for
innocent or negligent misrepresentation or negligent misstatement based on
any statement in the Agreement. The foregoing sentences of this clause shall
not limit or exclude any liability for fraud. Licensee agrees that CoStar may
send to Licensee and its employees, Authorized Users and Exclusive Contractors
communications, including, but not limited to, email communications about
new features or products, available real estate listings, product feedback and
other marketing content, which the email recipient may unsubscribe at any
time. Licensee will comply with all laws related to emails Licensee and/or its
employees, Authorized Users and Exclusive Contractors send using the Licensed
Product, including, but not limited to, the United States' anti-spam law (CAN-
SPAM), Canada's anti-spam law (CASL), the United Kingdom's General Data
Protection Regulation (UK GDPR), Data Protection Act 2018 and Privacy and
Electronic Communications (EC Directive) Regulations 2003 (PECR), and the
European Union's General Data Protection Regulation (EU GDPR) and any
other applicable EU directives (as implemented within the relevant EU member
state(s)). This Agreement may not be amended, modified or superseded, nor
may any of its terms or conditions be waived, unless expressly agreed to in
writing by all parties. If any provision of this Agreement not being of a
fundamental nature is held to be invalid, illegal or unenforceable, the validity,
legality and enforceability of the remainder of the Agreement will not be
affected. If a provision is held to be invalid, illegal or otherwise unenforceable,
it shall be deemed to be replaced with an enforceable provision that retains the
intent and benefits of the original provision. Licensee acknowledges that in the
event of a breach of any of these terms by Licensee, CoStar may suffer
irreparable harm and shall be entitled to seek injunctive relief (without the
https://www.costar.com/costarterms-and-conditions 11/13
3/15/2021
Terms and Conditions
necessity of posting a bond) as well as all other monetary remedies available
at law or in equity. The failure of any party at any time to require full
performance of any provision hereof will in no manner affect the right of such
party at a later time to enforce the same. Headings are for reference only. The
provisions of Sections 2(b), 2(c), 3, 5, 6(d), 7, and 10 through 19 hereof will
survive nonrenewal or termination of this Agreement.
Last Revised: January 8, 2021
If you are a current CoStar subscriber and have executed your agreement prior to
January 08, 2021 click here (/about/archived-terms-conditions-2) to access the
Terms and Conditions governing your agreement.
Request a Demo
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Company
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Press Room (http://www.costargroup.com/costar-news)
Privacy Notice (/about/privacy-notice)
CA: Do Not Sell My Personal Info (/about/do-not-sell-my-personal-information-
california-residents)
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lerm ot Use (/about/terms-conditions)
Help Fight Data Theft (/about/anti-piracy/)
FAQs (/home/about/faq)
Contact Us (/home/about/contact)
SOCICI�
`I I l If.JJ./ / VV VV VV . I L7L.GIJV V 1\.l�V l I I/ L.VJ ll.! I l.l G/ J
(https://www.linkedin.com/showcase/costar-
us/)
(https://twitter.com/CoSta rUS)
(https://www.instagram.com/costarcre/)
O 2021. CoStar Realty Information Inc.
https://www.costar.com/costarterms-and-conditions 13/13
ADDENDUM TO COSTAR SUBSCRIPTION FORM AGREEMENT
BETWEEN
THE CITY OF FORT WORTH AND
COSTAR REALTY INFORMATION, INC
This Addendum to CoStar Subscription Form Agreement ("Addendum") is entered into by
and between CoStar Realty Information, Inc., a Delaware corporation, ("Vendor") and the City of
Fort Worth ("City"), collectively the "parties", for a purchase of licenses.
The Contract documents include the following:
1. Proposal Reference ID 1447583 ("Proposal");
2. The CoStar Terms and Conditions (Commercial) ("Terms and Conditions"); and
3. This Addendum.
Notwithstanding any language to the contrary in the attached Proposal and Terms and
Conditions ("Agreement"), the Parties stipulate by evidence of execution of this Addendum below
by a representative of each party duly authorized to bind the parties hereto, that the parties hereby
agree that the provisions in this Addendum below shall be applicable to the Agreement as follows:
1. Term. The Agreement becomes effective upon the signing of the Agreement by an
Assistant City Manager of the City ("Effective Date") and expire one years after the Effective Date
(the Expiration Date"), unless terminated earlier in accordance with the provisions of the
Agreement or otherwise extended by the parties. The Agreement may be renewed for four, one-
year renewals at City's option, each a"Renewal Term." City shall provide Vendor with written
notice of its intent to renew at least thirty (30) days prior to the end of each term.
2. Termination.
a. Convenience. Either City or Vendor may terminate the Agreement at any
time and for any reason by providing the other party with 30 days written notice of
termination.
b. Breach. If either party commits a material breach of the Agreement, the non-
breaching Party must give written notice to the breaching party that describes the breach
in reasonable detaiL The breaching party must cure the breach ten (10) calendar days after
receipt of notice from the non-breaching party, or other time frame as agreed to by the
parties. If the breaching party fails to cure the breach within the stated period of time, the
non-breaching party may, in its sole discretion, and without prejudice to any other right
under the Agreement, law, or equity, immediately terminate this Agreement by giving
written notice to the breaching party.
c. Fiscal Fundin� Out. In the event no funds or insufficient funds are
appropriated by City in any fiscal period for any payments due hereunder, City will notify
Vendor of such occurrence and the Agreement shall terminate on the last day of the fiscal
period for which appropriations were received without penalty or eXpense to the City of
Addendum
OFFICIAL REC�RD
CITY SECRETARY
FT. VIlORTH, TX
any kind whatsoever, except as to the portions of the payments herein agreed upon for
which funds have been appropriated.
d. Duties and Obligations of the Parties. In the event that the Agreement is
terminated prior to the Expiration Date, City shall pay Vendor for services actually
rendered up to the effective date of termination and Vendor shall continue to provide City
with services requested by City and in accordance with the Agreement up to the effective
date of termination.
3. Attorneys' Fees, Penalties, and Liquidated Dama�es. To the extent the attached
Agreement requires City to pay attorneys' fees for any action contemplated or taken, or penalties
or liquidated damages in any amount, City objects to these terms and any such terms are hereby
deleted from the Agreement and shall have no force or effect.
4. Law and Venue. The Agreement and the rights and obligations of the parties hereto
shall be governed by, and construed in accordance with the laws of the United States and state of
Texas, exclusive of conflicts of laws provisions. Venue for any suit brought under the Agreement
shall be in a court of competent jurisdiction in Tarrant County, Texas. To the extent the Agreement
is required to be governed by any state law other than Texas or venue in Tarrant County, City
objects to such terms and any such terms are hereby deleted from the Agreement and shall have
no force or effect.
5. Insurance. The City is a governmental entity under the laws of the state of Texas
and pursuant to Chapter 2259 of the Texas Government Code, entitled "Self-Insurance by
Governmental Units," is self-insured and therefore is not required to purchase insurance. To the
eXtent the Agreement requires City to purchase insurance, City objects to any such provision, the
parties agree that any such requirement shall be null and void and is hereby deleted from the
Agreement and shall have no force or effect. City will provide a letter of self-insured status as
requested by Vendor.
6. Soverei�n ImmunitX. Nothing herein constitutes a waiver of City's sovereign
immunity. To the eXtent the Agreement requires City to waive its rights or immunities as a
government entity; such provisions are hereby deleted and shall have no force or effect.
7. Limitation of Liability and Indemnity. To the eXtent the Agreement, in any way,
limits the liability of Vendor or requires City to indemnify or hold Vendor or any third party
harmless from damages of any kind or character, such terms shall be subject to any Texas law, if
applicable.
8. IP Indemnification. VENDOR AGREES TO DEFEND, INDEMNIFY AND
HOLD HARMLESS CITY FOR ALL COSTS AND EXPENSES ASSOCIATED WITH
THE DEFENSE AND SETTLEMENT OF ANY CLAIM, INCLUDING ANY JUDGMENT
AGAINST CITY, THAT THE LICENSED PRODUCT (AS DEFINED IN THE TERMS
AND CONDITIONS) INFRINGES A PATENT, COPYRIGHT, TRADEMARK, TRADE
SECRET OR OTHER INTELLECTUAL PROPERTY RIGHT OF ANY THIRD PARTY
(AN "IP CLAIM") AND SHALL PAY ANY JUDGMENTS OR SETTLEMENTS BASED
Addendum Page 2 of 5
THEREON EXCEPT TO THE EXTENT THAT THE SAME IS CAUSED BY THE
NEGLIGENCE OR WILFULL MISCONDUCT OF THE CITY; PROVIDED, THAT CITY
SHALL GIVE VENDOR PROMPT WRITTEN NOTICE OF THE IP CLAIM. Vendor will
have the right to conduct the defense of any such IP Claim and all negotiations for its settlement
or compromise and to settle and compromise any such claim; however, City will have the right to
fully participate in any and all such settlement, negotiations, or lawsuit as necessary to protect the
City's interest, and City agrees to cooperate with Vendor in doing so. This indemnification is
limited to those portions of the Licensed Product provided by Vendor and delivered to City, and
does not cover third-party claims relating to that portion of the Licensed Product provided to
Vendor by City, or arising from modifications to the Licensed Product by City or to any use of the
Licensed Product outside the scope of this Agreement. In the event of an IP Claim,
notwithstanding the foregoing, and regardless of the outcome of such IP Claim, Vendor may either
(1) secure the City's right to continue to use the Licensed Product; (2) replace or modify the
Licensed Product to make it non-infringing without substantially compromising its utility or
function; or (3) if neither (1) nor (2) are reasonably practicable, terminate the license to the
Licensed Product granted under this License Agreement and refund to City an amount equal to the
license fees paid by City for the infringing Licensed Product for any periods after the date of
termination. THIS SECTION STATES THE SOLE REMEDY OF THE CITY AND THE SOLE
LIABILITY OF VENDOR FOR ANY IP CLAIM RELATING TO 1NTELLECTUAL
PROPERTY RIGHTS 1NFRINGEMENT OF THE LICENSED PRODUCT.
NOTWITHSTANDING ANYTHING TO THE CONTRARY, THE LIMITATION OF
LIABILITY PROVISION SET OUT 1N SECTION 10 OF THE TERMS AND CONDITIONS
DOES NOT APPLY TO THIS SECTION 8 OR ANY IP CLAIM.
9. No Debt. In compliance with Article 11 § 5 of the Texas Constitution, it is
understood and agreed that all obligations of City hereunder are subject to the availability of funds.
If such funds are not appropriated or become unavailable, City shall have the right to terminate the
Agreement except for those portions of funds which have been appropriated prior to termination.
10. Confidential Information. City is a government entity under the laws of the State
of TeXas and all documents held or maintained by City are subject to disclosure under the TeXas
Public Information Act. To the extent the Agreement requires that City maintain records in
violation of the Act, City hereby objects to such provisions and such provisions are hereby deleted
from the Agreement and shall have no force or effect. In the event there is a request for information
marked Confidential or Proprietary, City shall promptly notify Vendor. It will be the responsibility
of Vendor to submit reasons objecting to disclosure. A determination on whether such reasons are
sufficient will not be decided by City, but by the Office of the Attorney General of the State of
Texas or by a court of competent jurisdiction.
11. Addendum Controllin�. If any provisions of the attached Agreement, conflict with
the terms herein, are prohibited by applicable law, conflict with any applicable rule, regulation or
ordinance of City, the terms in this Addendum control.
12. Immigration Nationality Act. Vendor shall verify the identity and employment
eligibility of its employees who perform work under this Agreement, including completing the
Employment Eligibility Verification Form (I-9). Upon request by City, Vendor shall provide City
Addendum Page 3 of 5
with copies of all I-9 forms and supporting eligibility documentation for each employee who
performs work under this Agreement. Vendor shall adhere to all Federal and State laws as well as
establish appropriate procedures and controls so that no services will be performed by any Vendor
employee who is not legally eligible to perform such services. VENDOR SHALL INDEMNIFY
CITY AND HOLD CITY HARMLESS FROM ANY PENALTIES, LIABILITIES, OR
LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY VENDOR, VENDOR'S
EMPLOYEES, SUBCONTRACTORS, AGENTS, OR LICENSEES. City, upon written notice
to Vendor, shall have the right to immediately terminate this Agreement for violations of this
provision by Vendor.
13. No Boycott of Israel. If Vendor has fewer than 10 employees or the Agreement is
for less than $100,000, this section does not apply. Vendor acknowledges that in accordance with
Chapter 2270 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 Addendum, Vendor
certifies that T�endor's signature provides written verification to City that T�endor: (1) does not
boycott Israel; and (2) will not boycott Israel during the term of the Agreement.
14. Right to Audit. Vendor agrees that City shall, during the term of the Agreement,
have the right to review directly pertinent books, documents, papers and records of Vendor
involving transactions relating to the Agreement. Such access shall occur during normal working
hours. City may not gain access to Vendor sites, but can request information for Vendor to supply.
City shall give Vendor reasonable advance notice of intended examinations, but no less than 30
days advance written notice.
(signature page follows)
Addendum Page 4 of 5
ACCEPTED AND AGREED:
CITY:
City of Fort Worth
I Digitally signed by Jesus J. Chapa
JP.SUS J. ChC�pCa Date:2021.06.0211:31:22-05'00'
By:
Name: Jay Chapa
Title: Deputy City Manager
Date:
Approval Recommended:
RO�GI L SLUI I IS Datleal202906�Oby 8 Oe53 t05'00'
By:
Name: Robert Sturns
Title: Director, Economic Development
Attest:
By:
Name: Mary Kayser
Title: City Secretary
a� u
po� FORr��a
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VENDOR:
Contract Compliance Manager:
By signing I aclrnowledge that I am the person
responsible for the monitoring and administration
of this contract, including ensuring all
performance and reporting requirements.
Brenda H�(`,�(S— DigitallysignedbyBrendaHicks-
Sorensen
By:
Sorensen Date 2021.0528 11 3036-OS'00'
Name: Brenda Hicks-Sorensen
Title: Assistant Director, Economic
Development
Approved as to Form and Legality:
T���+� �����C� Date�� 021060byT�yl�e� $a105'00'
By:
Name: Tyler F. Wallach
Title: Assistant City Attorney
Contract Authorization:
M&C: N/A
COSTAR REALTY 1NFORMATION, 1NC.,
A Delaware corporation
By:
Name: Scott Wheeler
Title: Chief Financial Officer
Date: 5-28-2021
OFFICIAL REC�RD
CITY SECRETARY
Addendum
FT. VIIORTH, TX