HomeMy WebLinkAboutCDCRes2017.07.11ANNA COMMUNITY DEVELOPMENT CORPORATION
RESOLUTION NO. C,e' -c 7-;1 (C
A RESOLUTION OF THE ANNA COMMUNITY DEVELOPMENT CORPORATION
APPROVING AND AUTHORIZING THE PROCUREMENT OF PROFESSIONAL
SERVICES RELATED TO COMMERICIAL PROPERTY LISTINGS FOR SALE OR
LEASE
WHEREAS, the Anna Community Development Corporation (the "CDC") desires to
authorize their Chief Administrative Officer to procure the professional services of
Xceligent; and
WHEREAS, the CDC has determined that the above -referenced services, further
described in Exhibit A, are in the best interests of the CDC and will promote
COMMUNITY development and expanded business enterprise in the City of Anna;
NOW THEREFORE, BE IT RESOLVED BY THE ANNA COMMUNITY
DEVELOPMENT CORPORATION, THAT:
Section 1. Recitals Incorporated
The recitals set forth above are incorporated herein for all purposes as if set forth in full.
Section 2. Approval of Funding
The Board of Directors of the Anna Community Development Corporation authorize the
Chief Administrative Officer to execute, on behalf of the CDC, subject to approval of
legal form by the CDC's legal counsel, a contract with Xceligent and hereby authorizes
the Chief Administrative Officer to charge the CDC's contract services line item in the
amount not to exceed $4,000 annually for professional services as further described in
Exhibit A, said authority to include execution of all necessary documents to
consummate the business relationship with said consultant.
PASSED AND APPROVED by the Anna Community Development Corporation this
day of L, )2017.
APPROVED:
Nate Pike
CDC President
ATTEST:
Lau�etta Blacketer
CDC Secretary
CDC OF ANNA, TEXAS RESOLUTION NO. PAGE 1 OF 1
Exhibit A
North•Exchange
Application Date Xceligent Rep Metro/Service Area Term (12 mo. Minimum)
7/6/17 Jonathan Dudley/ D Polley DFW 1 12
BILLING START DATE Unless otherwise stated in a supplemental addendum, billing start date will be based on Xceligent's
acceptance/execution of this agreement.
CONTACTSUBSCRIBER •• •N
Company Name: City of Anna
BILLING CONTACT INFORMATION
Company Name:
Email Address:
Billing Contact:
Web Address:
www.annatexas.gov
Billing Email:
Street Address:
111 N. Powell Pkwy. PO BOX 776
Street Address:
City, State, zip:
Anna Texas 75409
City, State, zip:
Phone:
972-924-3325
Phone:
Fax:
Fax:
Contact Person:
Jessica Perkins
This space intentionally left blank.
Contact Phone:
214 831-5303
Contact Email:
jperkins@annatexas.gov
IDENTIFICATION
INFORMATION: At least one form of ID info required prior to service activation
Federal Tax ID: I Drivers License #: I State:
PRODUCTS
® CDX Pro CDX Pro: Waived
® Xceligent Direct (® Market / ❑ Company)
Xceligent Direct: $300
❑ Spaceful
Spaceful:
No. Seats Monthly Price/User
PRICING
Extended Price/User
Subscriber Type
Number
Monthly Amount
1
FLAT FEE
$300
Brokers/Agents/Users
1
$0
Admin
1
$0
Xceligent Direct
1
$300
Spaceful
Total Monthly Rate>>
$300
® An addendum has been made a part of this agreement.
SUBSCRIBER PAYMENT METHOD
Credit Card
ACH (Bank Draft)
Invoice:
❑Monthly ❑Quarterly
❑Monthly
I
❑Quarterly
❑Semi -Annual
If a member opts to pay for service via invoice,
only semi-annual and annual options are available.
Note that payment must be received before
system access will be provided.
❑ Semi -Annual ❑Annual
❑Semi -Annual
❑Annual
[—]Annual
Credit Card/Bank info on separate page.
Other terms and conditions of the CDX Service are set forth on the following pages of this Agreement. if the Subscriber is an entity, the
undersigned represents that he or she is a duly authorized representative of the entity.
NTCDX C nt NTCAR
Signature: - / Signature:
Name (Pri �es� I.YIG�I� Name (Print): Brian Jetty
Title: � � P1/�� j�� Title: i; CEO
Date: Date:
Xceligent
By: Title:
Name (Print): Date:
If signing on behalf of an entity, I represent that I am a duly authorized representative ofthe entity shown under "Company Name." If I am representing a corporation,
I acknowledge that the execution of this agreement has been authorized by all necessary corporate actions.
North Texas Commercial Data Exchange, Inc., a Texas corporation ("NTCDX") has entered into an agreement (the "Vendor Agreement") with Xceligent, Inc., a Missouri
corporation ("Xceligent'), under which Xceligent will host the CDX, a commercial real estate data exchange system for NTCDX and its Members. Xceligent is a third -party
beneficiary to this NTCDX Member Agreement (this "Agreement'). The Monthly Subscription Fee set forth above is payable in advance (beginning on the Service Start Date),
is due at time of billing, and may be changed by NTCDX after the initial term of this Agreement. Xceligent, on behalf of NTCDX, will directly bill Memberfor all of its Subscribers.
NTCDX and Xceligent may suspend a Members access to the CDX Service if Member does not pay any Subscription Fees when they are due.
TERMS AND CONDITIONS —The Terms and Conditions are incorporated herein, and subscriber acknowledges that they have been given the opportunity to read,
understand and agree to the Terms and Conditions and agree to be bound there by.
The Subscription Fee for Access to the CDX Services may be changed from time to time during any extension of the Term of this Subscriber Agreement, provided that
the Monthly Subscription Fee for the initial Term of this Subscriber Agreement is set forth in the fee structure section of this document. Xcel i gent wi I I p rovi de written
notice to the subscriber a minimum of 60 days in advance of any adjustment to the monthly subscription fee. The Subscription Fee, as set in the
fee structure section of this document, is incurred in advance, and is due at time of billing. Xceligent will directly bill each Subscriber for all of its Subscribers. Xceligent
reserves the right to immediately suspend access to the CDX services, without notice to Subscriber, for Subscribers having outstanding Monthly Subscription Fee due to
Xceligent.
1.3 All parties hereto agree that facsimile signatures shall be binding and as effective as originals.
2.1 Access Code: The log in code and password combination assigned to each Subscriber allowing access to the CDX Service.
2.2 CDX (Commercial Data Exchange): The CDX Application and the Database Content that is available as part of the CDX Service.
2.3 CDX Application: Xceligenfs proprietary software application used to provide the CDX Service.
2.4 CDX Service: Xceligent's standard web -based commercial real estate service offered by NTCDX through Xceligent that provides Members a means to profile commercial
real estate property, listing and transaction information and exchange such information with other Members.
2.5 Database Content: Compilation of commercial real estate property listings, transaction information and images entered into the CDX.
2.6 Derivative Works: Reports produced utilizing compilations of Database Content for sale to third parties.
2.7 Subscribers: Those designees of Members with Access Codes registered to access the CDX, as set forth on the CDX web site.
=:PEES AND PAYMENT
3.1 The following personnel associated with Member are required to be Subscribers: (a) all licensed real estate professionals engaged in the sale or lease of commercial real
estate; (b) all property managers who have access to the CDX Service; (c) all personnel associated with an Affiliate Member who are issued an Access Code by NTCDX
(the term "Affiliate Member" is defined on the CDX web site); and, (d) within the offices of owners and developers, all real estate professionals engaged in the sale or
lease of real estate, regardless of whether they hold real estate licenses.
ASSOCIATION MEMBERSHIP REouiREMENT: TO ACCESS NTCDX AS A SUBSCRIBER YOU MUST HOLD AND MAINTAIN MEMBERSHIP WITH THE NORTH TEXAS
COMMERCIAL ASSOCIATION OF REAL ESTATE PROFESSIONALS, INC., OR NORTH TEXAS COMMERCIAL ASSOCIATION OF REALTORS, INC. IF ANY
LICENSED ASSOCIATES WHO ARE SUBSCRIBERS, EITHER BILLABLE OR NON -BILLABLE, UNDER CONTRACT TO NTCDX FAIL TO ESTABLISH OR
MAINTAIN MEMBERSHIP IN EITHER OF THE ABOVE REFERENCED ASSOCIATIONS DURING THE TERM OF THIS AGREEMENT, SUBSCRIBING COMPANY'S
ACCESS TO NTCDX WILL BE INTERRUPTED UNTIL SUCH MEMBERSHIP(S) ARE MADE ACTIVE.
3 3 Member shall, in addition to paying its Subscription Fees, pay all sales taxes, use fees, excise fees, tariff and any other charges by governments or third parties related to
its use of the CDX Service, excluding those based upon NTCDX's or Xceligent's net income.
Late payments will accrue interest at 11/2% per month (or, if lesser, the maximum rate permissible by law) measured from the date the amount was due until the date such
amount is paid by Member. If NTCDX commences collection proceedings to recover past due amounts, Member shall pay all reasonable collection costs incurred,
including reasonable attorney's fees.
s NTCDX, or Xceligent on NTCDX's behalf, may audit Subscriber's number of licensed agents as recorded with local and/or state agencies in Subscribers state of
organization (but no more than 2 times in any calendar year) to determine if Subscribers billable users count is accurate. In the event that a discrepancy is identified, the
billable user count shall be adjusted to account for no less than all licensed agents that are party to the listing agreement(s) held by Subscribers company and/or actively
conducting commercial real estate business. .
4.i The Term of this Agreement shall commence on the Billing Start Date and shall remain in effect for a period no less than stated on page 1 of
this Subscriber Agreement. IF NOT OTHERWISE TERMINATED AS HEREIN PROVIDED, THIS AGREEMENT SHALL AUTOMATICALLY
RENEW FOR SUCCESSIVE ONE-YEAR PERIODS FOLLOWING THE END OF THE INITIAL TERM. EITHER PARTY MAY TERMINATE Initials:
THIS AGREEMENT WITH WRITTEN NOTICE AT LEAST THIRTY (30) DAYS BUT NO MORE THAN ONE HUNDRED TWENTY (120)
DAYS PRIOR TO THE END OF THE CURRENT TERM.
4.2 NTCDX may terminate this Agreement if the Vendor Agreement expires or is terminated or if Xceligent requests that Members access to the CDX Service be terminated
due to a violation by Member of any duty owed by Member under this Agreement.
4.3 Upon notice identifying any breach of this Agreement and requesting correction thereof, the breaching party will have the opportunity to cure such breach as provided on
the CDX web site. The cure period will not apply to any violation by Subscriber of the confidentiality provisions on the CDX Service web site or any infringement by
Subscriber of proprietary rights of Xceligent or any other Subscriber, which breaches shall be cause for immediate termination of this Agreement. Xceligent or such other
Subscriber will be entitled to injunctive relief for any such breach, in addition to any remedies available at law, including the recovery of damages.
4.4 Upon the expiration or termination of this Agreement: (a) all rights granted to Member under this Agreement will cease, except the following Sections of this Agreement
will survive: 3, 4.3, 7, 8, 9,10, 11.1, 11.3,11.4,11.5 and 11.6; and (b) Member shall immediately pay all amounts owed under this Agreement.
5.1 Xceligent will give an Access Code to each Subscriber. Member shall comply with all NTCDX and Xceligent security procedures to maximize the security of the CDX
Service, including prevention of sharing Access Codes and unauthorized access to the CDX Service.
5.2 Xceligent may from time to time change, update or enhance the CDX Service, by posting a notice of the change on the CDX web site.
5.3 Member is solely responsible for acquiring and installing all equipment, hardware, software (including web browser software), telecommunications lines, Internet access
connections and other items (the "Access Systems") necessary to use the CDX Service.
COMPIrTE AND CO MMAITM
6.1 Member agrees not to compete with Xceligent in the development and marketing of a software or database application that will offer a computerized data service for
commercial real estate during the term of this Agreement.
6.2 The CDX Service may sometimes be unavailable for routine maintenance or extraordinary circumstances. Members sole remedy for service outages will be a prorated
credit on the next Monthly Subscription Fee, only for outages that occur during normal operating hours for the CDX Service in excess of 2 hours in a calendar month.
7.1 Member will be solely responsible for the accuracy and completeness of the Database Content submitted by or on its behalf. Member represents that it has the right to
grant to NTCDX and Xceligent the rights set forth in this Agreement and the rights in the Database Content submitted by Member and its Subscribers and that no
submission will violate the rights of any third party, whether those rights arise by contract or otherwise. Member may not submit any image to the CDX if Member has
granted exclusive rights to the image to a third party, nor may Member submit any image to the CDX and thereafter grant exclusive rights to the image to a third party.
Member may not submit any image obtained from the CDX to a third party if a requirement of submitting the image is the granting of exclusive rights to the image. Either
NTCDX or Xceligent may reject or refuse to use, distribute or display any Database Content that it considers to be defective, libelous, inaccurate, incomplete or the
proprietary property of a third party. Neither Member nor any Subscriber may submit any property descriptions, photographs, images, financial, transactional, tenant,
contact or other information to the CDX unless Member has legal rights to publish, advertise and distribute that information.
7.2 Member hereby grants to NTCDX and Xceligent a non-exclusive license to develop, use, display, distribute and sell Derivative Works utilizing Database Content entered
into the CDX by or on behalf of Member and Members Subscribers.
Member shall enter Database Content in the format specified by Xceligent. If an error in the Database Content or in any information contained in the CDX is caused by
NTCDX and/or Xceligent, Members sole remedy will be the correction of the error after notice to NTCDX. Member shall ensure that the information it and its Subscribers
transmit complies with all applicable laws and regulations, the CDX Users Guide and CDX web site and that no submission will violate the right of any third party, whether
those rights arise by contract or otherwise. NTCDX or Xceligent may modify or suspend access to the CDX Services (a) as necessary to comply with any law or regulation
as reasonably determined by NTCDX or Xceligent, (b) to comply with any court order or instruction or (c) if deemed reasonably necessary by NTCDX or Xceligent to
prevent substantial harm to NTCDX or Xceligent or their businesses. Member agrees to comply with the confidentiality and proprietary rights provisions contained on the
CDX Service web site.
Ll
8.1 Member represents that neither the execution of this Agreement nor its performance of its obligations violates any agreement to which it is a party or by which it is bound,
and Member will comply with all applicable laws, rules and regulations.
,1 2 EXCEPT AS OTHERWISE PROVIDED IN THIS AGREEMENT, NTCDX AND XCELIGENT DISCLAIM ALL WARRANTIES OR REPRESENTATIONS WITH RESPECT TO THE SERVICES
PROVIDED, WHETHER EXPRESSED OR IMPLIED, ARISING BY LAW, CUSTOM, ORAL OR WRITTEN STATEMENTS OR OTHERWISE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF NON -
INFRINGEMENT, FREEDOM OF INTERFERENCE WITH ENJOYMENT, MERCHANTABILITY, QUALITY, ACCURACY, COMPLETENESS, FITNESS OF RESULTING WORK PRODUCT AND FITNESS FOR A
PARTICULAR PURPOSE OR THAT THE CDX APPLICATION OR THE CDX WILL GENERATE CERTAIN RESULTS, WORK IN COMBINATION WITH OTHER COMPONENTS OR AS
AN INTEGRATED SYSTEM OR WILL FULFILL ANY MEMBER'S PARTICULAR NEEDS.
8.3 ACCESS BY MEMBER AND MEMBER'S SUBSCRIBERS TO DATABASE CONTENT AND MODIFICATIONS OR ADDITIONS THERETO AND RELATED DOCUMENTATION, REGARDLESS
OF FORM, IS PROVIDED "AS Is" AND WITH ALL FAULTS AND THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH MEMBER.
9.1 Member shall indemnify NTCDX and Xceligent and their directors, officers, employees and affiliates (collectively, the "Covered Entities") and defend and hold harmless
the Covered Entities from and against any and all losses, damages, expenses and liabilities suffered by any of them or to which any of them become subject, resulting
from, arising out of or relating to: (1) any Claim, action or demand with respect to the business, resources, technology or services of Member (including the Database
Content of Member) for: (a) infringement or misappropriation of any intellectual property rights; (b) defamation, libel, slander, obscenity, pornography or violation of the
rights of privacy or publicity; or (c) spamming or any other offensive, harassing or illegal conduct or violation of the acceptable use guidelines of the CDX; or (2) the
business, resources or services of Member (including the Database Content of Member). Member shall not enter into any settlement that adversely affects NTCDX's or
Xceligent's rights or interests without first obtaining the prior written consent of NTCDX and Xceligent, as applicable.
to.1 NTCDX's and Xceligent's liability under this Agreement will not exceed, in the aggregate, the Monthly Subscription Fees paid by Member pursuant to this Agreement for
the three-month period preceding the date of the action or omission giving rise to Member's claim.
10.2 NTCDX and Xceligent will not be liable for delays or failure in performance where the delay or failure is due to an event beyond NTCDX's or Xceligent's control, including
acts of God, war, terrorism, civil disturbance, disruption of Internet service or otherwise.
1o.3 NTCDX AND XCELIGENT WILL NOT BE LIABLE FOR ANY INDIRECT DAMAGES, CONSEQUENTIAL DAMAGES, DAMAGES FOR LOSS OF PROFITS OR
REVENUES, LOST DATA, BUSINESS INTERRUPTION OR LOSS OF BUSINESS INFORMATION ARISING IN CONNECTION WITH THIS AGREEMENT, EVEN IF
INFORMED OF THE POSSIBILITY OF SUCH DAMAGES.
10.4 The limitations of liability set forth in this Agreement are independent and Will survive any failure of any remedy.
11.1 Member may not assign this Agreement without NTCDX's prior written consent. Member may not resell or distribute any Database Content, except as allowed under this
Agreement, without NTCDX's and Xceligent's written consent.
11.2 This Agreement may not be amended or modified except in a written document signed by an authorized representative of both parties, except NTCDX may change the
CDX Users Guide, introductory screens and the terms on the CDX web site from time to time. Member will be deemed to have agreed to those changes if Member or its
Subscribers Continue to use the CDX after the changes.
11.3 All notices relating to this Agreement must be in writing and either delivered personally, mailed (first class mail, postage paid) certified mail, return receipt requested), by
overnight courier or transmitted by facsimile to the addresses set forth herein or to such other address as any party may substitute by written notice to the other.
11.4 This Agreement will be governed by and construed in accordance With the laws of the state of Texas. If any provision of this Agreement is for any reason held unenforceable
or invalid, then this Agreement shall be construed as if such provision were not contained herein.
11.5 The parties to this Agreement are independent contractors. No party has any right or authority to act on behalf of any other party.
11.6 This Agreement, the CDX User's Guide and the CDX web site constitute the entire agreement, and supersedes all prior agreements, between the parties with respect to
the subject matter hereof. In the event of a conflict between the terms of this Agreement and any other source, the provisions of this Agreement shall control. No
representations other than those in this Agreement have been made by any party. Neither party may disclose the terms and conditions of this Agreement except to
persons With a need to know.
Company Name:
City of Anna
Contact:
Jessica Perkins
Metro:
DFW
SUBSCRIBER PAYMENT METHOD
Credit Card
ACH (Bank Draft)
—Monthly
❑Quarterly
:Semi -Annual
:Annual
❑ VISA
❑Master Card
❑AMEX
❑Monthly
❑Quarterly
❑S mi-Annual
Annual
Cardholder's Name:
Name of Financial Institution:
Card Billing Address:
FI —Account Number:
Card Billing City/ST/Zip:
FI — ABA / Routing Number:
Account #:
(Voided check required.)
Exp Date:
CCV:
I authorize Xceligent, Inc. to process payment for services based on the information I have provided above.
r1
Signature:
Name (Print):SS;L4C P-P�1�'K,lhS
Date: -7113
North Texas Commercial Data Exchange (NTCDX)
Subscriber Users
Please Name
check if
REALTORCR
Other Comclanv Users: Admins
NRDS # Phone # & Ext.
(if applicable)
Email Address
Name Position Phone # & Ext. Email Address
I' J100- or 1t
City of Anna Agreement Special Conditions & Notes
City of Anna- City Of Anna
Delayed Billing Start Date - October 1, 2017. Xceligent will provide system access upon execution of this
agreement; however, billing will not begin until October 1, 2017, at which time the standard 12-month term will
begin.
Section 11.6 of the Subscription Agreement is modified to include the following sentence at the end of this section:
In the event of a conflict between the terms of the Addendum and the Subscription Agreement, CDX User's Guide
or CDX web site, the provisions of the Addendum shall prevail.
Confidentiality: Any and all Special Conditions agreed to between Xceligent and City of Anna are to be held in the
strictest of confidence. In the event that City of Anna and/or an agent of City of Anna were to disclose information
regarding the agreement between Xceligent and City of Anna, any and all discounts shall be null and void and City
of Anna shall pay the regular rate licensed agents. Notwithstanding this clause or any other term or condition in the
City of Anna Agreement, no confidentiality requirements shall apply to the extent that a party is required to disclose
information under applicable law including without limitation the Texas Public Information Act. e,(
U
CITY OF AN
By:
Name
(Print):
Title:
Date:
XCELIGENT, Inc.
By:
Name (Print):
Date:
1 T &. - 01-339 (Back)
RM (Rev. "7f6)
TEXAS SALES AND USE TAX EXEMPTION CERTIFICATION
Name of purchaser, firm or agency
Anna Community Development Corporation
Address (Street & number, P.O. Box or Route number) Phone (Area code and number)
111 North Powell Parkway 972-924-3325
City, State, ZIP code
Anna, Texas 75409
I, the purchaser named above, claim an exemption from payment of sales and use taxes (for the purchase of taxable
items described below or on the attached order or invoice) from:
Seller: Xceligent
Street address: 103 SE Magellan DR. City, State, ZIP code: Blue Springs, MO 64014
Description of items to be purchased or on the attached order or invoice:
Professional Listing and Information gathering site
Purchaser claims this exemption for the following reason:
The Anna CDC is a tax-exempt 501 c 3 organization
.6 C EV A/
I understand that I will be liable for payment of all state and local sales or use taxes which may become due for failure to comply with
the provisions of the Tax Code and/or all applicable law.
I understand that it is a criminal offense to give an exemption certificate to the seller for taxable items that I know, at the time ofpurchase,
will be used in a manner other than that expressed in this certificate, and depending on the amount of tax evaded, the offense may range
from a Class C misdemeanor to a felony of the second degree.
P aser Title Date
sign Chief Administrative Officer 7-13-2017
here
CJ
NOTE: This certificate cannot be issued for the purchase, lease, or rental of a motor vehicle.
THIS CERTIFICATE DOES NOT REQUIRE A NUMBER TO BE VALID.
Sales and Use Tax "Exemption Numbers" or "Tax Exempt" Numbers do not exist.
This certificate should be furnished to the supplier. Do not send the completed certificate to the Comptroller of Public Accounts.
Initial Setup for Xceligent Direct 3,�C E L I G E N T
Contract Date: Estimated Activation Date:
7/6/17 7/17/17
Client Contact
Company Name:
City of Anna
Contact Person n
Jessica Perkins 1
Email Address:
jperkins@annatexas.gov
Phone:
Direct Type (Note: Data Feeds use a different form)
❑ I Xceligent Direct (for Brokerage Firms or Teams)
® Market Direct (for EDCs or Chambers)
Xceligent Direct Type
Specify which offices or brokers to include
City of Anna
OR
Market Direct Coverage Area
List cities, counties, or zip codes covered
(Specify only one type of geography)
❑ GeoJSON shape file provided (if applicable)
Xceligent Rep: Person Completing Form
Jonathan Dudley
External •. Developer Contact
Company Name:
Contact Person:
Email Address:
Phone:
D. domains that will display
Listing Count
Total Active Listings (for pricing)
ColorAccent .
Hex value or CSS color name
Additional Notes
The following will determine the initial links provided to the web developer. The customer, or customer care, can easily
change these and other settings in the Direct Admin Dashboard
X
provided,Website Links (All Listings always ..
All Listings (automatically provided)
Office Listings
[�
Industrial Listings
[
Retail Listings
❑
Multifamily Listings
ELY
Land Listings
Special Use Listings
❑
All Sale Listings
❑
All Lease Listings
❑
Other (specify):
❑
Other (specify):
❑
Other (specify):
Result View Options
Map View with side gallery
❑ Tile View (no map)
❑ List View (no map)
Initial Setup for Xceligent Direct Page 1