7478 - Contract Executed
Docusign City Council Transmittal Coversheet
File Name
Purchasing Contact
City Council Target Date
Piggy Back Option
Contract Expiration
Ordinance
DocuSign Envelope ID: 821B58EC-12FB-4433-B0E4-27C5D703C701
Collection HQ
7478
Not Applicable
Gabby Leeper
FILE
March 16, 2021
March 16, 2026
21-423
Jennifer Reaves
Technical Services Manager
Denton Public Library
3020 N. Locust St.
Denton TX, 76209
August 27th, 2020
Dear Jennifer,
Extension to your subscription to the collectionHQ and ESP Service
We, Bridgeall Libraries Limited, a company registered under the Companies Acts (company number
SC297736) and having our registered office and place of business at 1 Ainslie Road, Hillington Park
Glasgow, G52 4RU, have pleasure in offering to provide you, the addressee named above, with the under
noted Service subject to the terms and conditions for your initial subscription (as attached in this document).
Service: Provision, over a web interface, of a subscription based, hosted
software application called collectionHQ, using data supplied to us by
you in accordance with the service description, details of which are
contained in the CHQ User Guide available in Academy.
Subscription Period: 5 Years commencing November 16th,2020through November
16th, 2025 for collectionHQ and ESP Basic services.
The costs associated with the provision of the above Service are as follows:
Subscription Fee: • US $14,400 per annum for collectionHQ - (collectionHQ List
price $16,000)
• US $4,000 per annum for ESP Basic services
Designated Libraries: 3
Permitted Users: 10 Concurrent users
Minimum Hardware and
Software Requirements:
• A supported Internet browser (see www.collectionhq.com for a list
of supported browsers)
• A connection from your internal network to the Internet with a
minimum nominal speed of 8Mbps
• Outbound FTP Access
Website: Our website located at www.collectionhq.com (or such other domain
name as we may from time to time specify) from which the Service is
to be provided.
Designated Contact(s):
Jennifer.Reaves@cityofdenton.com
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Yours faithfully,
Roberto Rodriguez
Account Manager
For and on behalf of Bridgeall Libraries Limited
Acceptance on Denton Public Library behalf
Signature Date
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3/17/2021
THIS AGREEMENT HAS BEEN
BOTH REVIEWED AND APPROVED
as to financial and operational obligations
and business terms.
_______________ ________________
SIGNATURE PRINTED NAME
__________________________________
TITLE
__________________________________
DEPARTMENT
CITY OF DENTON, TEXAS
BY: _____________________________
SARA HENSLEY
INTERIM CITY MANAGER
ATTEST:
ROSA RIOS, CITY SECRETARY
BY: _______________________________
APPROVED AS TO LEGAL FORM:
AARON LEAL, CITY ATTORNEY
BY: _______________________________
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Lebrary
Jennifer Bekker
Director of Libraries
STANDARD TERMS AND CONDITIONS FOR THE SERVICE
BEFORE USING THE SERVICE, PLEASE READ THIS THESE TERMS AND CONDITIONS AND THE
OFFER (COLLECTIVELY, THE “AGREEMENT”) CAREFULLY. BY ACCESSING OR USING THE
SERVICE, YOU ARE ACCEPTING THE TERMS OF THIS AGREEMENT. IF YOU DO NOT ACCEPT
THE TERMS OF THIS AGREEMENT, YOU MAY NOT
USE THE SERVICE.
This Agreement is a legal agreement between you and Bridgeall Libraries Limited, and governs
your rights and obligations regarding the Service.
1. Definitions
Term Meaning
the “Offer” The offer letter, offering you the collectionHQ
service.
the “Agreement” The Offer together with these Terms and
Conditions
references to “You” or “Your” The person or organization which has
accepted the Offer and thereby agreed to
receive the Service
references to “We”, “Our” or “Us” Bridgeall Libraries Limited
the “Software” The then current and core version of our
proprietary software application
collectionHQ, which both provides the Service
on our website and enables you to use the
Service. The core Software does not include
the optional Modules.
the “Service” Provision, over a web interface, of our
subscription based, hosted Software, using
data supplied to us by you in accordance
with the service description as detailed in the
CHQ User Guide available in Academy.
the “Commencement Date” The date this Agreement and the Service is
deemed to have commenced.
the “Subscription Period” The initial term of this Agreement
the “Designated Libraries” The maximum number of libraries authorized
to use the Service
the “Permitted Users” The maximum number of concurrent
authorized users that may use the service.
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the “Modules” Optional packages of extra-functionality
software, which enhance the Software further,
and which are not covered by the Subscription
Fee.
The “Designated Contacts” The email addresses to which all notices
under this agreement will be addressed.
References to Clauses are to clauses of this Agreement. Terms defined in the Offer shall have
the same meaning in these terms and conditions.
Registration/Duration
2.1 We shall provide the Service to you upon the terms of the Agreement. This Agreement (and the
Service provided) shall commence on the Commencement Date and continue in effect through the
Subscription Period unless earlier terminated in accordance with the terms of the Agreement.
3. Equipment and Internet Connection
3.1 We shall provide the Service to you using the Internet. You are responsible for providing an
adequate connection to the Internet with a minimum connection speed not less than that specified
in the Offer.
3.2 You are responsible for obtaining and maintaining all equipment, hardware, third party software,
peripherals and any and all other communications facilities and equipment which may be required
from time to time to access and use the Service (and of at least the minimum hardware/software
specification as set out in the Offer) and for paying all charges incurred in relation to the use of
these.
4. Data Supply
4.1 You agree that in order for us to provide the Service you shall utilize a suitable and reliable data
extraction mechanism, to extract, collect and convey data to be used for the Service to our
computer systems. Once such data is received by our systems our Software can provide the
Service to you and Permitted Users.
4.2 Consequently you hereby grant to us a non-exclusive license to use the data supplied by your
computer systems to ours for the term of this Agreement, for purposes including but not limited to
the following:-
(a) providing the Service;
(b) providing any future enhancements to the Software or Modules;
(c) our own internal records; and
(d) allowing an Internet Services Provider appointed by us to access such data to the extent
necessary to allow such Internet Services Provider to host the Software.
4.3 To provide an effective Service to you, it is important to ensure the reliability and integrity of data
supplied. Accordingly, you warrant that the data supplied:
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(a) does not infringe the rights of any third parties, including without limitation copyright
owned by third parties;
(b) complies with all applicable laws and regulations; and
(c) will be accurate and will be updated on at least a monthly basis.
4.4 For the avoidance of doubt, unless you comply with the terms of this clause 4 we shall have no
obligation to provide the Service.
5. Availability of Service
5.1 We will use commercially reasonable efforts to achieve the Service Targets set out in Appendix 1.
However, whilst we will do what we reasonably can to ensure the availability of the Service at all
times, we cannot and do not offer a continuous or uninterrupted service and no warranty is given
in this respect. You acknowledge that certain aspects of the Service are dependent upon third
parties and upon your computers supplying us with data. Without prejudice to this generality, we
may at any time at our discretion:
(a) temporarily suspend or restrict access to the Service for the purposes of repair,
modification, maintenance or improvement or the implementation of new facilities or
performance of back-up or data archival; or
(b) give written instructions to you regarding the use of the Service which in our reasonable
opinion are necessary in the interests of security or to maintain or improve the quality
of the Service to you. You will use commercially reasonable endeavors to comply with
such instructions and, while they are in force, such instructions will be deemed to form part
of this Agreement.
However, where reasonably possible, we shall give notice of any suspension, undertake system
maintenance activity out of your normal working hours (assuming these are 9am until 5pm Monday
- Friday) and will restore the Service as soon as reasonably practicable after any such suspension.
5.2 You shall:
(a) grant us (or our employees and/or agents) access to your premises during normal
business hours and we and our employees and/or agents shall adhere to your policies and
procedures in relation to health and safety and security at all times;
(b) use reasonable endeavors to provide decisions, information or assistance to us on our
request in sufficient time and detail for us to provide the Service; and
(c) prepare the equipment, hardware, third party software, infrastructure and environment in
accordance with clause 3.2 and generally as required by us and to have access as
provided for in (a) and (b) above
in order for us to provide the Service in accordance with the Agreement. For the avoidance of
doubt if you do not comply with clause 5, we shall have no obligation to provide the Service.
6. Changes to Service
6.1 We reserve the right to enhance or otherwise change the Service or the Software from time to
time in order to improve the Service or Software we offer You.
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7. Use of Service
7.1 Subject to your payment of the Subscription Fee as set out in the Offer, we grant to you a non-
exclusive, non-transferable right to access the Service for the duration of this Agreement for the
sole purpose of using the Service in relation to stock performance management for the
Designated Libraries.
7.2 You are permitted to print and download reports from the website for your own use provided that
no documents, information or related graphics on the website are modified in any way and no
graphics on the website are used separately from accompanying text and provided you otherwise
comply with the terms of this Agreement.
7.3 Unless otherwise stated by us on the website, the copyright and other intellectual property rights
in all material on the website and the Software are owned by us or our licensors. Any use of
reports from the website other than in accordance with Clause 7.2 above is prohibited.
7.4 Subject to Clause 7.2, no part of the website may be reproduced or stored in any other website or
included in any public or private electronic retrieval system or service without our prior written
permission. Such permission shall not be unreasonably withheld.
7.5 Upon acceptance of the Offer and subject to payment of the Subscription Fee, we shall provide
you with the usernames and passwords authorizing use of the website for the Permitted Users
specified in the Offer. You may issue these to Permitted Users who are your employees, or such
other types of users as are agreed by us on the basis that each username and password pair is
allocated to a single user only and only such users who have been allocated with a username and
password by you are entitled to use the Service. You agree that you shall not disclose
information in relation to the Software or provide any access whatsoever to any third party which
is not a Permitted User.
7.6 Additional pairs of usernames and passwords may be issued by us at our option upon your
request and we shall have the right to make an additional charge for these additional pairs or vary
monthly fees as a result of these additional users accordingly at our sole discretion. Any use
made of the Software and Service by anyone other than Permitted Users shall be deemed
unauthorized use.
7.7 You may not, and you shall procure undertakings from Permitted Users that they shall not:
(a) copy the Software for any purpose whatsoever other than normal automatic copying by
your computer of the Software for the sole purposes of enabling you and your Permitted
Users to use the Service on the website;
(b) use the Service or Software or any part of them on equipment of a type, category or for
additional users or libraries other than as permitted by this Agreement;
(c) modify, alter, loan, distribute, rent, assign, sub-license, transfer or otherwise provide
(whether electronically or otherwise) access to the website, or the Software utilized by the
website or any copy or part of it to anyone else or make the website or the Software
utilized by it available for use by others in any time sharing, service bureau or similar
arrangement or otherwise;
(d) except as permitted by applicable law, reverse engineer, disassemble, reverse translate
or in any way decode the website or the Software or any copy or part of them in order to
derive any source code or other information. You agree that the website and Software
contains valuable trade secrets and confidential information owned by us including but
not limited to the functionality, appearance and content of the website and Software
screens, the method and pattern of user interaction with the website and Software and
the content of the website. The Software source code and such valuable trade secrets
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and confidential information are not licensed to you under this Agreement and must not
be disclosed to any third party.
7.8 All right, title and interest including but not limited to copyrights and other intellectual property
rights of any nature in the website and the Software and resulting out of the delivery of the
Service are owned exclusively by us and you acquire no title or interest in the same other than
the right to use the website and the Software and receive the Service in accordance with this
Agreement.
8. Support and Training
8.1 We shall provide you with access to a support helpdesk in respect of the Service between the
hours of 9.00 am and 5.00 pm, Monday to Friday (excluding Scottish public holidays) in accordance
with our then current support procedures as amended or updated by us from time to time. The
support helpdesk facility should be accessed by email to ensure all incidents are logged by our
Support Ticketing System.
On-site support shall not be provided by us as part of the Service, but may be provided with
your prior written consent where we deem it necessary and/or where we are unable to resolve
queries remotely. Upon mutual agreement, we shall be entitled to provide you with on-site support
whereby we will charge our standard daily rates from time to time (prorated if appropriate), and
you shall pay all reasonable travel and other costs and expenses incurred by us in relation thereto.
8.2 We shall provide such initial training regarding use of the Software and Service as we deem
appropriate including without limitation by way of the provision of documentation relative to the
Software and the Service. If you wish additional training throughout the Subscription Period, this
shall be the subject of separate agreement between you and us.
9. Escrow Agreement
In accepting the Offer, you are agreeing to subscribe to a service (the Service) based upon
payment of an annual subscription fee (the Subscription Fee). As such, no Escrow arrangements
are applicable in relation to this Agreement.
10. Consultancy Services
10.1 We do not need to provide you with additional chargeable Consultancy Services for you to be
able to fully use the Service. However, if you would like us to provide additional services for you
then these can be discussed on a case-by-case basis and quotations will be prepared as
appropriate.
10.2 Re-implementation for new library management systems.
If you change your library management system during your subscription to collectionHQ, we will
need to re-implement collectionHQ for you. The technical effort relating to this is almost the same
effort required for the initial implementation. The charge for us to set your collectionHQ instance
up with your new library management system will be 50% of your Set Up Fee list price.
11. Payment
11.1 In consideration of the provision of the Service by us, you shall pay the Subscription Fee specified
in the Offer. Payment is due annually in advance for the Service to be provided in that year and
we shall invoice you accordingly.
11.2 Payment shall be within 30 days of the receipt of invoice.
11.3 The Software may be upgraded by us from time to time, offering new functionality or features, and
you must accept such changes to the Software as and when they are released by us. There shall
be no increase to the Subscription Fee for such new functionality or features. However, software
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Modules may be offered to you from time to time which you may choose to subscribe to at extra
cost to the Subscription Fee, effective from the date you are granted access to such new
Modules. However, you will have the option not to subscribe to such new Modules.
11.4 All sums in the Offer are exclusive of sales taxes and duties which will be payable if applicable in
addition. The City of Denton is tax exempt and will provide a Certificate of Tax Exemption.
We reserve the right to increase subscription fees after the Subscription Period.
11.5 Without prejudice to any other right or remedy which we may have, we shall be entitled to charge
interest (both before and after judgement) on a daily basis on all sums overdue at the greater of
(i) the highest rate permitted by applicable law, or (ii) a rate of 1% per month from the date such
sums became due until paid in full. You will also be liable for all reasonable costs and expenses
incurred by us in collecting overdue sums.
11.6 In addition to the above, and again without prejudice to our other rights hereunder and in law,
should you fail to make any payment when due under this Agreement, we shall have the right by
notice in writing to suspend the Service and any and all other services being performed by us
without liability until the default is made good.
12. Termination
12.1 The Service terminates at the end of the Subscription Period. We may terminate the Service
forthwith at any time by notice with immediate effect to you if you:
(a) use, or permit use of, the website, Service or the Software otherwise than in accordance
with this Agreement; or
(b) fail to pay any sum rightly due hereunder within 30 days of the receipt of invoice.
12.2 You may terminate the Service
(a) by providing
Bridgeall Libraries Ltd. with at least 3 months notice in writing.
12.3 No refunds will be paid for termination unless you terminate under Clause 12.2, and termination is
during a payment period for which you have already paid, in which case we will refund a pro rata
amount to reflect the unexpired portion of the period for which you have pre-paid.
12.4 Termination of this Agreement shall not affect the accrued rights and liabilities of the parties
arising in any way out of this Agreement. Clauses which due to their nature are due to be
performed or observed following termination including but not limited to Clauses 7.8, 11, 12, 13,
14, 16 and 17 shall survive termination of this Agreement and shall remain in force and effect.
12.5 On termination or expiry of this Agreement, you shall destroy any downloaded or printed extracts
from the website and completely purge any copies of the Software from all of your systems
subject always to you retaining your collection management audit trail, all to your satisfaction for
which you seek agreement from us.
12.6
13. Compliance with Laws
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You will comply with all applicable laws and regulations in respect of your use of the Service
including but not limited to data protection and privacy laws and regulations. We reserve the right
to remove from our systems/records any material, content or data which we reasonably believe
may lead to a third party claim against us..
14. Data Protection and Privacy
By subscribing for the Service, you consent to our retention, use and disclosure of your details
solely for the purposes of delivering the Service to you. You are responsible for advising your
employees and other users and your customers about how we use information provided to us,
and for procuring any necessary consents.
15. This Section is intentionally blank.
16. Availability
Whilst we will use our commercial reasonable endeavors to ensure that the Service will be available
to you (subject to Clause 5), and that data will be held securely and appropriately backed up,
no warranties are given in this regard and we specifically do not represent or warrant that:
(a) the Service will be uninterrupted or error free and you acknowledge and agree that the
existence of such errors and/or the occurrence of interruptions shall not constitute a breach
of this Agreement; or
(b) defects out with our control in the Service will be corrected.
We are not responsible for being blocked by ISPs, firewalls, routers and/or software, devices or
equipment of a similar nature over which we have no control where this impacts on the provision
of the Service.
17. Passwords and Security
You shall be responsible for ensuring that any and all usernames and passwords provided to you
and/or your employees, for the purposes of accessing the Service are kept secure and disclosed
only to your employees who have a need to know such usernames and passwords. Without
prejudice to the foregoing, you shall ensure that the Service is not used by or on behalf of any
person, other than you or any of your employees, or Permitted Users, who are not authorized
to do so. You are entirely responsible for any and all activities that occur in accessing and using
the Service using passwords issued to you or your Permitted Users. You shall immediately notify
us of any unauthorized use of the Service using your passwords or any other breach of security
but to avoid any doubt, we are not liable to you or anyone else for any loss or damage arising from
your failure to comply with the above.
18. Confidentiality
18.1 In the course of the performance of its obligations and exercise of its rights under this Agreement,
the Parties both agree that each may acquire information and/or proprietary materials from the
other, which information is not generally known in the relevant trade or industry of either party or
third parties with which either party conducts or may conduct business. As used in this Agreement,
“Confidential Information” means all non-public information disclosed by one party or its agents (the
“Disclosing Party”) to the other party (the “Receiving Party”) that is clearly designated as
confidential Confidential Information includes, but is not limited to, (i) non-public information
relating to the Disclosing Party’s technology, customers, business plans, promotional and
marketing materials, statistics, technical information, finances and other business affairs, (ii)
third-party information that the Disclosing Party is obligated to keep confidential, and (iii) the
contents and provisions contained in this Agreement.
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Any information provided by us that is Confidential will be clearly labelled as “Confidential” at the time it is
provided. For the avoidance of doubt, we shall not use any of your data in presentation materials (unless the
data has been fully anonymised) without your prior written consent. We acknowledge that the City of Denton
must strictly comply with the Public Information Act, Chapter 552, Texas Government Code in responding to
any request for public information related to this Agreement. This obligation supersedes any conflicting
provisions of this Agreement. Determination of the public nature of the material is subject to the Public
Information Act, chapter 552, and Texas Government Code.
18.2 The Receiving Party shall protect the Confidential Information by using the same degree of care,
but no less than a reasonable degree of care, to prevent the unauthorized use, dissemination, or
publication of the Confidential Information as The Receiving Party uses to protect its own
confidential information of like nature. The Receiving Party shall restrict disclosure of Confidential
Information to its employees, agents and assigns with a need to know and shall advise them of
the requirements of this Agreement.
18.3 Confidential Information does not include any information that: (i) is or becomes publicly available
without breach of this Agreement, (ii) can be shown by documentation to have been known to the
Receiving Party at the time of its receipt from the Disclosing Party, (iii) is received from a third
party who did not acquire or disclose such information by a wrongful or tortious act, or (iv) can be
shown by documentation to have been independently developed by the Receiving Party without
reference to any Confidential Information.
18.4 The Receiving Party may use Confidential Information only in pursuance of its business
relationship with the Disclosing Party. Except as expressly provided in this Agreement, the
Receiving Party will not disclose Confidential Information to anyone without the Disclosing Party’s
prior written consent. The Receiving Party will take all reasonable measures to avoid disclosure,
dissemination or unauthorized use of Confidential Information, including, at a minimum, those
measures it takes to protect its own confidential information of a similar nature.
18.5 The Receiving Party will restrict the possession, knowledge and use of Confidential Information to
its employees, agents and assigns (collectively, “Personnel”) who (i) have a need to know
Confidential Information in connection with the parties’ business relationship, and (ii) when
requested by the Disclosing Party on a case by case basis, have executed written agreements
obligating them to protect the Confidential Information.
18.6 The Receiving Party may disclose Confidential Information as required to comply with binding
orders of governmental entities that have jurisdiction over it, provided that the Receiving Party: (i)
gives the Disclosing Party reasonable written notice to allow the Disclosing Party to seek a
protective order or other appropriate remedy, (ii) discloses only such information as is required by
the governmental entity, and (iii) uses commercially reasonable efforts to obtain confidential
treatment for any Confidential Information so disclosed.
18.7 All Confidential Information will remain the exclusive property of the Disclosing Party. The
Disclosing Party’s disclosure of Confidential Information will not constitute an express or implied
grant to the Receiving Party of any rights to or under the Disclosing Party’s patents, copyrights,
trade secrets, or trademarks or other intellectual property rights.
18.8 The Receiving Party will notify the Disclosing Party immediately upon discovery of any
unauthorized use or disclosure of Confidential Information or any other breach of this Agreement
by Receiving Party. The Receiving Party will cooperate with the Disclosing Party in every
reasonable way to help the Disclosing Party regain possession of such Confidential Information
and prevent its further unauthorized use.
18.9 The Receiving Party will return or destroy all tangible materials embodying Confidential
Information (in any form and including, without limitation, all summaries, copies and excerpts of
Confidential Information) promptly following the Disclosing Party’s written request. At the
Disclosing Party’s option, the Receiving Party will provide written certification of its compliance
with this Section.
19. Liability
19.1 Neither party excludes or limits liability to the other for death or personal injury caused by its
negligence. The Parties expressly agree that no provision of the Contract is in any way intended to
constitute a waiver by Licensee (the City of Denton) of any immunities from suit or from liability that
the City of Denton may have by operation of law.
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19.2 In no event shall either party be liable to the other for: (a) loss of use, profits, business,
revenue or goodwill; (b) loss of data; (c) loss of savings (whether anticipated or otherwise); and/or
(d) indirect, special, punitive, incidental, exemplary, or consequential loss or damages of any kind
arising out of or relating to the Services provided under this Agreement even if such party has been
advised of the possibility of such damages.
19.3 We warrant that:
(a) we have the right to license all rights in and to the Software to you, and that the Software
supplied by us under this Agreement does not infringe the U.S. intellectual property rights
of any third party; and
(b) at the Commencement Date, and for the duration of the Agreement, the Service will
perform in substantial accordance with the User Guide as set out in the User Guide
document. However, you accept that improvements and enhancements to the Service
during the Subscription Period may significantly change the User Guide. The sole remedy
for breach of the warranty under this clause 19.3(b) shall be correction of Defects by us
within a reasonable time from notification by you of the Defect that constitutes such breach.
For the purposes of this clause, a “Defect” is an error in the Software or website that causes
the Service to fail to operate substantially in accordance with User Guide document.
19.4 THE SOLE REMEDY FOR A BREACH OF THE WARRANTY GIVEN IN CLAUSE 19.3(A) IS THAT
WE SHALL DEFEND, HOLD HARMLESS AND INDEMNIFY YOU AGAINST ALL LOSS,
DAMAGE, CLAIMS, LIABILITIES, FEES, COSTS AND EXPENSES ARISING OUT OF ANY
ACTION BROUGHT AGAINST YOU BASED ON A CLAIM THAT THE SERVICE INFRINGES
ANY U.S. INTELLECTUAL PROPERTY RIGHT OF ANY THIRD PARTY, PROVIDED THAT:
(a) we shall be notified promptly in writing of any such claim;
(b) you shall make no admission or settlement of such claim without our prior written consent;
(c) we shall have sole control of the defense and any negotiations for compromise;
(d) you shall provide, at our expense, such assistance as we reasonably require.
19.5 THE WARRANTIES IN CLAUSE 19.3 ARE IN LIEU OF ALL OTHER EXPRESS OR IMPLIED
WARRANTIES OR CONDITIONS, AND WE MAKE NO OTHER WARRANTIES, EXPRESS OR
IMPLIED, BY STATUTE OR OTHERWISE, REGARDING THE SERVICES, SOFTWARE,
TECHNOLOGY, INTELLECTUAL PROPERTY, MATERIALS, INFORMATION OR OTHER
ITEMS PROVIDED OR MADE AVAILABLE UNDER THIS AGREEMENT, AND HEREBY
DISCLAIM ALL IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, IMPLIED
WARRANTIES OR CONDITIONS OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR
PURPOSE.
19.6 OUR TOTAL LIABILITY UNDER THIS AGREEMENT REGARDLESS OF THE FORM OF
ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY,
OR OTHERWISE, SHALL NOT EXCEED A SUM EQUAL TO ONE YEAR’S SUBSCRIPTION
FEE.
19.7 We shall not be liable if you are unable to access the Service or incur problems or loss when
using the Service because of any corruption, abuse or incorrect use of the website or usernames
and passwords or contravention of the terms of this Agreement (including any use of the Service
with equipment or other software which is incompatible) and/ or because of any variation or
modification to the website or Software which is unauthorized by us, and/or where the website or
Software has been used in contravention of the terms of this Agreement and/or in contravention
of the website terms and conditions and/or where the failure is due to factors external to the
website and Software including but not limited to damage or environmental conditions and/or
failures in other equipment or software and/or where the failure is due to incorrect, inaccurate, out
of date or corrupted data supplied by you.
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19.8 Any delays caused by you shall be added to any estimated timescales for provision of the
Service.
19.9 We shall effect and maintain with a reputable insurance company, with a BEST Rating of
A- professional indemnity insurance in an amount not less than $1 million.
19.10 We shall hold employer’s liability insurance in respect of our staff in accordance with any legal
requirement for the time being in force.
19.11 We shall produce to you, upon execution of contract, copies of the insurance policies referred to in
this clause or a broker’s verification of insurance to demonstrate that the appropriate cover is in
place, together with receipts or other evidence of payment of the latest premiums due under
those policies.
20. Dispute Resolution
20.1 Each party shall use commercially reasonable efforts to resolve any disputes arising under this
Agreement in good faith as soon as practicable. If any dispute cannot be resolved to the
reasonable satisfaction of the parties within ten (10) days after the dispute arose, either party may
elect to escalate the dispute to a representative executive of each party.
20.2 Intentionally Omitted
DocuSign Envelope ID: 821B58EC-12FB-4433-B0E4-27C5D703C701
20.3 Intentionally Omitted.
20.4 Notwithstanding the foregoing, in the event of a violation of (a) a Party’s proprietary or
confidentiality rights under clause 7, or (b) a party’s proprietary or confidentiality rights under
clause 18, nothing in this Section shall prohibit either party from immediately applying to a court
of competent jurisdiction for a temporary restraining order, preliminary or permanent injunction, or
other similar equitable relief.
21. General
21.1 This Agreement constitutes the entire agreement between you and us relating to the use of the
Service, the website and the Software and supersedes all other agreements or understandings
between us and you.
21.2 If any provision in this Agreement is deemed to be illegal or unenforceable the rest of the
provisions will remain in full force and effect.
21.3 Waiver of any breach or failure to enforce any term of this Agreement will not be deemed a waiver
of any breach or right to enforce which may thereafter occur. No waiver may be valid against any
party hereto unless made in writing and signed by the party against whom enforcement of such
waiver is sought and then only to the extent expressly specified therein.
21.4 Neither party will be liable for any failure or delay in performing its obligations, in terms of this
agreement, due to circumstances beyond its reasonable control
21.5 You may not assign this Agreement, in whole or in part, to any third party without our prior written
consent.
21.6 We are your independent contractor, and are not your employee or agent. Nothing in this
Agreement shall render or be construed to make us (including any of our agents, employees or
subcontractors) your partners, joint venturers, employees or agents.
21.7 Each party acknowledges that it is entering into this Agreement solely on the basis of the
agreements and representations contained in this Agreement, and that it has not relied upon any
representations, warranties, promises, or inducements of any kind, whether oral or written, and
from any source, other than those that are expressly contained within this Agreement. Each party
acknowledges that it is a sophisticated business entity and that in entering into this Agreement it
has had the opportunity to consult with counsel of its choosing.
DocuSign Envelope ID: 821B58EC-12FB-4433-B0E4-27C5D703C701
21.8 Notices to be given by us under this Agreement shall be in writing and may be given by email or
otherwise at our discretion and sent to the Designated Contacts within your organization as stated
on the offer. Notices by you must be given in writing and sent by either (a) post addressed to us
at our address at 1 Ainslie Road, Hillington Park Glasgow, G52 4RU as stated on the Offer or (b)
by email to contact@collectionhq.com or to such other address as we may notify to you from time
to time;
21.9 The Contract is made under and shall be governed by the laws of the State of Texas, (without
giving effect to principles of conflicts of law) including, when applicable, the Uniform Commercial
Code as adopted in Texas, V.T.C.A., Bus. & Comm. Code, Chapter 1, excluding any rule or principle
that would refer to and apply the substantive law of another state or jurisdiction. All issues arising
from this Contract shall be resolved in the courts of Denton County, Texas and the parties agree to
submit to the exclusive personal jurisdiction of such courts. The foregoing, however, shall not be
construed or interpreted to limit or restrict the right or ability of the City to seek and secure injunctive
relief from any competent authority as contemplated herein.
• 22. Seller acknowledges and agrees that the awarding or continuation of this Contract is
dependent upon the availability of funding. The City’s payment obligations are payable only and
solely from funds appropriated and available for this Contract. The absence of appropriated or other
lawfully available funds shall render the Contract null and void to the extent funds are not
appropriated or available and any deliverables delivered but unpaid shall be returned to the
Respondent. The City will not incur a debt or obligation to pay Respondent any amounts the City
does not have the current funds available to pay.
DocuSign Envelope ID: 821B58EC-12FB-4433-B0E4-27C5D703C701
Appendix 1
Service Targets
Availability The collectionHQ service will be available 90% of the time 09.00
to 17.00 (your local time) Monday to Friday
Service Incidents The collectionHQ Support Team will seek to provide an initial
response within 24 hours and a follow up within a maximum 48
hours to service incidents and thereafter regularly updated until
a resolution is reached. All incidents must be raised initially via
our Helpdesk by email to support@collectionHQ.com
Non-Critical Enquiries The collectionHQ Support Team will respond to non-critical
enquiries within 3 days, deliver an answer within 10 days, and
update status every 5 days. A non-critical inquiry is defined as
a request for information that has no impact on the service
quality if not answered or acted upon promptly.
DocuSign Envelope ID: 821B58EC-12FB-4433-B0E4-27C5D703C701
Exhibit
CONFLICT OF INTEREST QUESTIONNAIRE - FORM CIQ
For vendor or other person doing business with local governmental entity
This questionnaire reflects changes made to the law by H.B. 23, 84th Leg., Regular Session.
This questionnaire is being filed in accordance with Chapter 176, Local Government Code, by a vendor who has a business relationship as
defined by Section 176.001(1-a) with a local governmental entity and the vendor meets requirements under Section 176.006(a).
By law this questionnaire must be filed with the records administrator of the local government entity not later than the 7th business day after
the date the vendor becomes aware of facts that require the statement to be filed. See Section 176.006(a-1), Local Government Code.
A vendor commits an offense if the vendor knowingly violates Section 176.006, Local Government Code. An offense under this section is a
misdemeanor.
1 Name of vendor who has a business relationship with local governmental entity.
2
Check this box if you are filing an update to a previously filed questionnaire.
(The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than the 7th business
day after the date on which you became aware that the originally filed questionnaire was incomplete or inaccurate.)
3 Name of local government officer about whom the information in this section is being disclosed.
Name of Officer
This section, (item 3 including subparts A, B, C & D), must be completed for each officer with whom the vendor has an employment or other business relationship
as defined by Section 176.001(1-a), Local Government Code. Attach additional pages to this Form CIQ as necessary.
A. Is the local government officer named in this section receiving or likely to receive taxable income, other than investment income, from the vendor?
Yes No
B. Is the vendor receiving or likely to receive taxable income, other than investment income, from or at the direction of the local government officer
named in this section AND the taxable income is not received from the local governmental entity?
Yes No
C. Is the filer of this questionnaire employed by a corporation or other business entity with respect to which the local government officer serves as an
officer or director, or holds an ownership of one percent or more?
Yes No
D. Describe each employment or business and family relationship with the local government officer named in this section.
4
I have no Conflict of Interest to disclose.
5
Signature of vendor doing business with the governmental entity Date
DocuSign Envelope ID: 821B58EC-12FB-4433-B0E4-27C5D703C701
CIQ
Baker & Taylor
X
2/15/2021
Certificate Of Completion
Envelope Id: 821B58EC12FB4433B0E427C5D703C701 Status: Completed
Subject: Please DocuSign: City Council Contract 7478 Collection HQ
Source Envelope:
Document Pages: 18 Signatures: 6 Envelope Originator:
Certificate Pages: 6 Initials: 1 Gabby Leeper
AutoNav: Enabled
EnvelopeId Stamping: Enabled
Time Zone: (UTC-06:00) Central Time (US & Canada)
901B Texas Street
Denton, TX 76209
Gabby.Leeper@cityofdenton.com
IP Address: 198.49.140.104
Record Tracking
Status: Original
2/14/2021 2:03:57 PM
Holder: Gabby Leeper
Gabby.Leeper@cityofdenton.com
Location: DocuSign
Signer Events Signature Timestamp
Gabby Leeper
gabby.leeper@cityofdenton.com
Buyer
City of Denton
Security Level: Email, Account Authentication
(None)
Completed
Using IP Address: 198.49.140.104
Sent: 2/15/2021 10:31:21 AM
Viewed: 2/15/2021 10:31:30 AM
Signed: 2/15/2021 11:31:32 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Lori Hewell
lori.hewell@cityofdenton.com
Purchasing Manager
City of Denton
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 198.49.140.104
Sent: 2/15/2021 11:31:34 AM
Viewed: 2/15/2021 12:19:59 PM
Signed: 2/15/2021 3:34:52 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Marcella Lunn
marcella.lunn@cityofdenton.com
Deputy City Attorney
City of Denton
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 107.77.200.172
Signed using mobile
Sent: 2/15/2021 3:34:54 PM
Viewed: 2/15/2021 5:25:19 PM
Signed: 2/15/2021 5:27:50 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
LeeAnn Queen
LeeAnn.Queen@baker-taylor.com
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 104.129.205.45
Sent: 2/15/2021 5:27:53 PM
Viewed: 2/15/2021 5:29:23 PM
Signed: 2/15/2021 9:31:30 PM
Electronic Record and Signature Disclosure:
Accepted: 2/15/2021 5:29:23 PM
ID: c14114d5-e965-4621-b75d-de1b7f0bd1f6
Signer Events Signature Timestamp
Jennifer Bekker
Jennifer.Bekker@cityofdenton.com
Director of Libraries
City of Denton
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 47.186.205.140
Sent: 2/15/2021 9:31:32 PM
Viewed: 2/16/2021 2:11:02 PM
Signed: 2/16/2021 2:12:29 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Cheyenne Defee
cheyenne.defee@cityofdenton.com
Contract Administrator
City of Denton
Security Level: Email, Account Authentication
(None)
Completed
Using IP Address: 198.49.140.104
Sent: 2/16/2021 2:12:31 PM
Viewed: 3/17/2021 8:27:27 AM
Signed: 3/17/2021 8:27:46 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Sara Hensley
Sara.Hensley@cityofdenton.com
Interim City Manager
City of Denton
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 47.184.122.196
Signed using mobile
Sent: 3/17/2021 8:27:49 AM
Viewed: 3/17/2021 9:13:41 AM
Signed: 3/17/2021 9:13:49 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Rosa Rios
rosa.rios@cityofdenton.com
City Secretary
Security Level: Email, Account Authentication
(None)Signature Adoption: Pre-selected Style
Using IP Address: 198.49.140.104
Sent: 3/17/2021 9:13:53 AM
Viewed: 3/17/2021 9:14:33 AM
Signed: 3/17/2021 9:16:05 AM
Electronic Record and Signature Disclosure:
Accepted: 3/17/2021 9:14:33 AM
ID: 96c89685-946c-4d55-91db-1708945fe43e
In Person Signer Events Signature Timestamp
Editor Delivery Events Status Timestamp
Agent Delivery Events Status Timestamp
Intermediary Delivery Events Status Timestamp
Certified Delivery Events Status Timestamp
Carbon Copy Events Status Timestamp
Cheyenne Defee
cheyenne.defee@cityofdenton.com
Contract Administrator
City of Denton
Security Level: Email, Account Authentication
(None)
Sent: 2/15/2021 11:31:34 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Carbon Copy Events Status Timestamp
Sherri Thurman
sherri.thurman@cityofdenton.com
City of Denton
Security Level: Email, Account Authentication
(None)
Sent: 2/16/2021 2:12:31 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Gretna Jones
gretna.jones@cityofdenton.com
Legal Secretary
City of Denton
Security Level: Email, Account Authentication
(None)
Sent: 2/16/2021 2:12:31 PM
Viewed: 2/17/2021 10:27:32 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Zolaina Parker
Zolaina.Parker@cityofdenton.com
City of Denton
Security Level: Email, Account Authentication
(None)
Sent: 3/17/2021 9:16:07 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Cathy Welborn
Cathy.Welborn@cityofdenton.com
Security Level: Email, Account Authentication
(None)
Sent: 3/17/2021 9:16:08 AM
Viewed: 3/17/2021 9:44:12 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Jennifer Reaves
Jennifer.Reaves@cityofdenton.com
Library Technical Services Manager
City of Denton
Security Level: Email, Account Authentication
(None)
Sent: 3/17/2021 9:16:09 AM
Viewed: 3/17/2021 9:34:05 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Witness Events Signature Timestamp
Notary Events Signature Timestamp
Envelope Summary Events Status Timestamps
Envelope Sent Hashed/Encrypted 2/15/2021 10:31:21 AM
Certified Delivered Security Checked 3/17/2021 9:14:33 AM
Signing Complete Security Checked 3/17/2021 9:16:05 AM
Completed Security Checked 3/17/2021 9:16:09 AM
Payment Events Status Timestamps
Electronic Record and Signature Disclosure
ELECTRONIC RECORD AND SIGNATURE DISCLOSURE
From time to time, City of Denton (we, us or Company) may be required by law to provide to
you certain written notices or disclosures. Described below are the terms and conditions for
providing to you such notices and disclosures electronically through your DocuSign, Inc.
(DocuSign) Express user account. Please read the information below carefully and thoroughly,
and if you can access this information electronically to your satisfaction and agree to these terms
and conditions, please confirm your agreement by clicking the 'I agree' button at the bottom of
this document.
Getting paper copies
At any time, you may request from us a paper copy of any record provided or made available
electronically to you by us. For such copies, as long as you are an authorized user of the
DocuSign system you will have the ability to download and print any documents we send to you
through your DocuSign user account for a limited period of time (usually 30 days) after such
documents are first sent to you. After such time, if you wish for us to send you paper copies of
any such documents from our office to you, you will be charged a $0.00 per-page fee. You may
request delivery of such paper copies from us by following the procedure described below.
Withdrawing your consent
If you decide to receive notices and disclosures from us electronically, you may at any time
change your mind and tell us that thereafter you want to receive required notices and disclosures
only in paper format. How you must inform us of your decision to receive future notices and
disclosure in paper format and withdraw your consent to receive notices and disclosures
electronically is described below.
Consequences of changing your mind
If you elect to receive required notices and disclosures only in paper format, it will slow the
speed at which we can complete certain steps in transactions with you and delivering services to
you because we will need first to send the required notices or disclosures to you in paper format,
and then wait until we receive back from you your acknowledgment of your receipt of such
paper notices or disclosures. To indicate to us that you are changing your mind, you must
withdraw your consent using the DocuSign 'Withdraw Consent' form on the signing page of your
DocuSign account. This will indicate to us that you have withdrawn your consent to receive
required notices and disclosures electronically from us and you will no longer be able to use your
DocuSign Express user account to receive required notices and consents electronically from us
or to sign electronically documents from us.
All notices and disclosures will be sent to you electronically
Unless you tell us otherwise in accordance with the procedures described herein, we will provide
electronically to you through your DocuSign user account all required notices, disclosures,
authorizations, acknowledgements, and other documents that are required to be provided or
made available to you during the course of our relationship with you. To reduce the chance of
you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required
notices and disclosures to you by the same method and to the same address that you have given
us. Thus, you can receive all the disclosures and notices electronically or in paper format through
the paper mail delivery system. If you do not agree with this process, please let us know as
described below. Please also see the paragraph immediately above that describes the
consequences of your electing not to receive delivery of the notices and disclosures
electronically from us.
Electronic Record and Signature Disclosure created on: 7/21/2017 3:59:03 PM
Parties agreed to: LeeAnn Queen, Rosa Rios
How to contact City of Denton:
You may contact us to let us know of your changes as to how we may contact you electronically,
to request paper copies of certain information from us, and to withdraw your prior consent to
receive notices and disclosures electronically as follows:
To contact us by email send messages to: purchasing@cityofdenton.com
To advise City of Denton of your new e-mail address
To let us know of a change in your e-mail address where we should send notices and disclosures
electronically to you, you must send an email message to us at melissa.kraft@cityofdenton.com
and in the body of such request you must state: your previous e-mail address, your new e-mail
address. We do not require any other information from you to change your email address..
In addition, you must notify DocuSign, Inc to arrange for your new email address to be reflected
in your DocuSign account by following the process for changing e-mail in DocuSign.
To request paper copies from City of Denton
To request delivery from us of paper copies of the notices and disclosures previously provided
by us to you electronically, you must send us an e-mail to purchasing@cityofdenton.com and in
the body of such request you must state your e-mail address, full name, US Postal address, and
telephone number. We will bill you for any fees at that time, if any.
To withdraw your consent with City of Denton
To inform us that you no longer want to receive future notices and disclosures in electronic
format you may:
i. decline to sign a document from within your DocuSign account, and on the subsequent
page, select the check-box indicating you wish to withdraw your consent, or you may;
ii. send us an e-mail to purchasing@cityofdenton.com and in the body of such request you
must state your e-mail, full name, IS Postal Address, telephone number, and account
number. We do not need any other information from you to withdraw consent.. The
consequences of your withdrawing consent for online documents will be that transactions
may take a longer time to process..
Required hardware and software
Operating Systems: Windows2000? or WindowsXP?
Browsers (for SENDERS): Internet Explorer 6.0? or above
Browsers (for SIGNERS): Internet Explorer 6.0?, Mozilla FireFox 1.0,
NetScape 7.2 (or above)
Email: Access to a valid email account
Screen Resolution: 800 x 600 minimum
Enabled Security Settings:
•Allow per session cookies
•Users accessing the internet behind a Proxy
Server must enable HTTP 1.1 settings via
proxy connection
** These minimum requirements are subject to change. If these requirements change, we will
provide you with an email message at the email address we have on file for you at that time
providing you with the revised hardware and software requirements, at which time you will
have the right to withdraw your consent.
Acknowledging your access and consent to receive materials electronically
To confirm to us that you can access this information electronically, which will be similar to
other electronic notices and disclosures that we will provide to you, please verify that you
were able to read this electronic disclosure and that you also were able to print on paper or
electronically save this page for your future reference and access or that you were able to
e-mail this disclosure and consent to an address where you will be able to print on paper or
save it for your future reference and access. Further, if you consent to receiving notices and
disclosures exclusively in electronic format on the terms and conditions described above,
please let us know by clicking the 'I agree' button below.
By checking the 'I Agree' box, I confirm that:
• I can access and read this Electronic CONSENT TO ELECTRONIC RECEIPT OF
ELECTRONIC RECORD AND SIGNATURE DISCLOSURES document; and
• I can print on paper the disclosure or save or send the disclosure to a place where I can
print it, for future reference and access; and
• Until or unless I notify City of Denton as described above, I consent to receive from
exclusively through electronic means all notices, disclosures, authorizations,
acknowledgements, and other documents that are required to be provided or made
available to me by City of Denton during the course of my relationship with you.