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7794 - Contract Executed Docusign Transmittal Coversheet File Name Purchasing Contact Contract Expiration DocuSign Envelope ID: 1331BE09-2F17-49B1-A72D-E2B87D344FC9 9/02/2024 Gabby Leeper Newspaper Archive Access Subscription Agreement This Access Subscription Agreement (“Agreement”) is entered into by and between World Archives Holdings LLC, (“Licensor”) and Denton Public Library (“Licensee”) on the date it is signed by both parties below (“Effective Date”). Under this Agreement, Licensor desires to grant, and Licensee desires to receive, access to the Site and Database for Licensee and Licensee’s Authorized Users, all upon the terms and conditions set forth in this Agreement. Therefore, for good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows: 1. DEFINITIONS a. ”Authorized User(s)” means employees, students, registered patrons, walk-in patrons, and other persons affiliated with Licensee or otherwise permitted to use Licensee’s facilities and authorized by Licensee to access the Database. b. “Database” means the Access NewspaperArchive Pro database maintained by Licensor and made available to Licensee pursuant to the provisions of this Agreement. The term “Database” includes all software, websites, services, tools, and support provided by Licensor and any improvements, updates, and modifications thereto. c. “Site” means the internet website offered or operated by Licensee from which Authorized Users can obtain access to the Database and related services. 2. LICENSE a. Subject to the provisions of this Agreement, Licensor hereby grants to the Licensee and to its Authorized Users a non- transferable and non-exclusive right to use the Database. The Database is the subject of copyright and other intellectual property protection, and Licensor retains the ownership of the Database and all portions thereof, including those portions that have been in-licensed. This license is a right to use and not an ownership interest, and the Licensee may not reproduce, distribute, display, modify, transfer, or transmit, in any form, or by any means, the Database or any portion thereof without the prior written consent of Licensor, except as specifically authorized in this Agreement. b. The Licensee is authorized to provide on-site and/or remote access through the Site to the Database to any Authorized User. The Licensee and Site are authorized to provide remote access to the Database only to their patrons as long as security procedures are undertaken that will prevent remote access by institutions, employees at non-subscribing institutions or individuals, which are not parties to this Agreement who are not expressly and specifically granted access by Licensor. Remote access to the Database is permitted to patrons of subscribing institutions accessing from remote locations for personal, non- commercial use. However, remote access to the Database from non-subscribing institutions is not allowed if the purpose of the use is for commercial gain through cost reduction or avoidance for a non-subscribing institution. Remote access for personal use from these institutions is permissible. c. Licensee agrees to abide by the Copyright Act of 1976 as well as any contractual restrictions, copyright restrictions, or other restrictions provided by publishers and specified in the Database and to ensure that its Authorized Users do the same. Pursuant to these terms and conditions, the Licensee and Authorized Users may download or print limited copies of citations, abstracts, full text or portions thereof provided the information is used solely for personal, non-commercial use. Licensee and Authorized Users may not publish the information. Licensee and Authorized Users shall not use the Database as a component of or the basis of any other publication prepared for sale and will neither duplicate nor alter the Database or any of the content therein in any manner nor use same for sale or distribution. Licensee and Authorized Users may create printouts of materials retrieved through the Database via on-line printing, off-line printing, facsimile or electronic mail. All reproduction and distribution of such printouts, and all downloading and electronic storage of materials retrieved through the Products shall be for internal or personal use only. Downloading all or parts of the Database in a systematic or regular manner so as to create a collection of materials comprising all or part of the Database is strictly prohibited, whether or not such collection is in electronic DocuSign Envelope ID: 1331BE09-2F17-49B1-A72D-E2B87D344FC9 or print form. Notwithstanding the above restrictions, this paragraph shall not restrict the use of the materials under the doctrine of “fair use” as defined under the laws of the United States. Publishers may impose their own conditions of use applicable only to their content. Such conditions of use shall be displayed on the computer screen displays associated with such content. The Licensee shall take all reasonable precautions to limit the usage of the Database to those specifically authorized by this Agreement. D. The parties may change the name or location of the Site upon mutual written agreement (email is sufficient for this purpose). E. Licensee agrees to comply with the Copyright Act of 1976. F. The computer software utilized via the Database is protected by copyright law and international treaties. Unauthorized reproduction or distribution of this software, or any portion of it, is not allowed. User shall not reverse engineer, decompile, disassemble, modify, translate, make any attempt to discover the source code of the software, or create derivative works from the software. 3. LIMITED WARRANTY AND LIMITATION OF LIABILITY a. Licensor disclaims all warranties, express or implied, including, but not limited to, warranties of merchantability, non- infringement, or fitness for a particular purpose. Licensor neither assumes nor authorizes any other person to assume for Licensor any other liability or obligation other than those expressly set forth in this Agreement, whether or not in connection with the licensing of the Database under this Agreement and/or its use thereof by the Licensee or Authorized Users. b. THE MAXIMUM LIABILITY OF LICENSOR, IF ANY, UNDER THIS AGREEMENT, OR RELATED DIRECTLY OR INDIRECTLY TO THE DATABASE, FOR DAMAGES, WHETHER IN CONTRACT, TORT OR OTHERWISE, SHALL BE LIMITED TO THE TOTAL AMOUNT OF FEES RECEIVED BY LICENSOR FROM LICENSEE HEREUNDER UP TO THE TIME THE CAUSE OF ACTION GIVING RISE TO SUCH LIABILITY OCCURRED. IN NO EVENT SHALL LICENSOR BE LIABLE TO LICENSEE OR ANY AUTHORIZED USER FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR SPECIAL DAMAGES RELATED TO THE USE OF THE DATABASE OR TO THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 4. PRICE, PAYMENT, AND TERM a. License fees have been agreed upon by Licensor and the Licensee and are set forth in Exhibit A, attached hereto. Payment of the fees allows access to all retrospective issues of the Database as well as updates furnished during the term of this Agreement. The Licensee's obligations of payment shall be to Licensor or its assignee. Payments are due within 30 days of the receipt of invoice(s) and will be deemed delinquent if not received within thirty days of the receipt of invoice. Delinquent invoices are subject to interest charges of eighteen percent per annum on the unpaid balance (or the maximum rate allowed by law if such rate is less than eighteen percent). The Licensee will be liable for all costs of collection. b. The term of this Agreement shall be one year from the Effective Date, unless otherwise stated. Licensee may terminate or extend this Agreement by giving notice of termination or extension no later than thirty (30) days prior to the end of the then- current term. 5. TERMINATION a. Either party may terminate this Agreement in the event of a breach by the other party of any of this Agreement that is not remedied within thirty (30) days after receipt of notice of the breach. The notice period shall be reduced to five (5) days if the breach constitutes of failure to pay fees due under this Agreement. b. The provisions of this Agreement that by their nature appear to have been intended to survive shall survive expiration or earlier termination of this Agreement. 6. DISPUTES AND RESPONSIBILITY In the event of a dispute arising out of or related to this Agreement, the parties agree to attempt to resolve the dispute by good faith negotiations occurring personally between officers of each party before taking legal action; provided that in emergency situations where irreparable damage will occur without immediate action, a party may be excused from this requirement. The prevailing party in any such legal action shall be entitled to recover its reasonable attorneys fees and court costs incurred in the legal action. DocuSign Envelope ID: 1331BE09-2F17-49B1-A72D-E2B87D344FC9 7. GENERAL a. Neither party will be liable or deemed to be in default for any delays or failure in performance resulting directly or indirectly from any cause or circumstance beyond its reasonable control, including but not limited to acts of God, war, riot, embargoes, acts of civil or military authority, rain, fire, flood, accidents, earthquake(s), strikes or labor shortages, transportation facilities shortages or failures of equipment, or failures of the Internet. This provision does not apply to the payment of applicable fees. The City of Denton, any Customer, and the Respondent shall not be responsible for performance under the Contract should it be prevented from performance by an act of war, order of legal authority, act of God, or other unavoidable cause not attributable to the fault or negligence of the City of Denton. In the event of an occurrence under this Section, the Respondent will be excused from any further performance or observance of the requirements so affected for as long as such circumstances prevail and the Respondent continues to use commercially reasonable efforts to recommence performance or observance whenever and to whatever extent possible without delay. The Respondent shall immediately notify the City of Denton Procurement Manager by telephone (to be confirmed in writing within five (5) calendar days of the inception of such occurrence) and describe at a reasonable level of detail the circumstances causing the non-performance or delay in performance. b. This Agreement and the license granted herein may not be assigned by the Licensee to any third party without written consent of Licensor, except in connection with a transaction involving the sale or other conveyance of the Licensee or of all or substantially all of Licensee’s assets. c. If any term or condition of this Agreement is found by a court of competent jurisdiction or administrative agency to be invalid or unenforceable, the remaining terms and conditions thereof shall remain in full force and effect so long as a valid Agreement is in effect. d. If Licensee uses purchase orders in conjunction with this Agreement, then the Licensee agrees that the following statement is hereby automatically made part of such purchase orders: "The terms and conditions set forth in the Access Subscription Agreement are made part of this purchase order and are in lieu of all terms and conditions, express or implied, in this purchase order, including any renewals hereof." e. This Agreement represents the entire agreement and understanding of the parties with respect to the subject matter hereof and supersedes any and all prior agreements and understandings, written and/or oral. There are no representations, warranties, promises, covenants, or undertakings, except as described here. WORLD ARCHIVES HOLDINGS, LLC Denton Public Library Signature: ___________________________________ Signature: ______________________________________ Name: ______________________________________ Name: _________________________________________ Title: _______________________________________ Title: __________________________________________ Date: _______________________________________ Date: __________________________________________ DocuSign Envelope ID: 1331BE09-2F17-49B1-A72D-E2B87D344FC9 Account Manager Victoria Jurkowski 9/3/2021 9/3/2021 Buyer Gabby Leeper EXHIBIT A Subscription Agreement Details Annual Fee: $6,815 USD Note: 5% renewal increase per year (until further notice) Content Set: World Collection Effective Date: October 1st, 2021 Remote Access: Yes Contact: Laura Douglas Billing Address: 502 Oakland Street, Denton TX 76201 DocuSign Envelope ID: 1331BE09-2F17-49B1-A72D-E2B87D344FC9 Certificate Of Completion Envelope Id: 1331BE092F1749B1A72DE2B87D344FC9 Status: Completed Subject: ***Purchasing Approval***7794 Newspaper Archive Source Envelope: Document Pages: 5 Signatures: 2 Envelope Originator: Certificate Pages: 5 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 9/2/2021 3:56:09 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: 9/2/2021 4:07:46 PM Viewed: 9/2/2021 4:08:15 PM Signed: 9/2/2021 4:10:11 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Victoria Jurkowski vjurkowski@worldarchives.com Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 161.199.134.179 Sent: 9/2/2021 4:10:13 PM Viewed: 9/3/2021 8:37:48 AM Signed: 9/3/2021 8:38:39 AM Electronic Record and Signature Disclosure: Accepted: 9/3/2021 8:37:48 AM ID: bfea03dc-de36-474e-895d-9412f7565e17 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: 198.49.140.10 Sent: 9/3/2021 8:38:41 AM Viewed: 9/3/2021 9:38:18 AM Signed: 9/3/2021 9:38:52 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Gabby Leeper gabby.leeper@cityofdenton.com Buyer City of Denton Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.104 Sent: 9/3/2021 9:38:54 AM Viewed: 9/3/2021 9:38:55 AM Signed: 9/3/2021 9:39:29 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign In Person Signer Events Signature Timestamp Editor Delivery Events Status Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Timestamp Carbon Copy Events Status Timestamp Cheyenne Defee cheyenne.defee@cityofdenton.com Contract Administrator City of Denton Security Level: Email, Account Authentication (None) Sent: 9/3/2021 9:39:31 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Laura Douglas Laura.Douglas@cityofdenton.com Security Level: Email, Account Authentication (None) Sent: 9/3/2021 9:39:31 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 9/2/2021 4:07:47 PM Certified Delivered Security Checked 9/3/2021 9:38:55 AM Signing Complete Security Checked 9/3/2021 9:39:29 AM Completed Security Checked 9/3/2021 9:39:31 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: Victoria Jurkowski 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. 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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.