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HomeMy WebLinkAbout8997 - Contract Executed DocuSign Transmittal Coversheet File Name Purchasing Contact Docusign Envelope ID: 2B43882C-4BEA-418B-84D9-3D0187CA4F9F Kayla Clark 8997- Ancestry Library Contract 8997 CONTRACT BY AND BETWEEN CITY OF DENTON, TEXAS AND ProQuest LLC (Contract #8997) THIS CONTRACT is made and entered into this date _______________________, by and between ProQuest LLC, whose address is 789 E. Eisenhower Parkway Ann Arbor, MI 48108 United States hereinafter referred to as “Contractor,” and the CITY OF DENTON, TEXAS, a home rule municipal corporation, hereinafter referred to as “City,” to be effective upon approval of the Denton City Council and subsequent execution of this Contract by the Denton City Manager or their duly authorized designee. For and in consideration of the covenants and agreements contained herein, and for the mutual benefits to be obtained hereby, the parties agree as follows: SCOPE OF SERVICES Contractor shall provide services in accordance with the City’s File#8997- Ancestry Library, a copy of which is on file at the office of Purchasing Agent and incorporated herein for all purposes. The Contract consists of this written agreement and the following items which are attached hereto, or on file, and incorporated herein by reference: (a)Special Terms and Conditions (Exhibit “A”);(b)Master Client Agreement (Exhibit “B”);(c)Order Form (“Contractor’s Offer”) (Exhibit “C”); (d)Form CIQ – Conflict of Interest Questionnaire(Exhibit “D”) These documents make up the Contract documents and what is called for by one shall be as binding as if called for by all. In the event of an inconsistency or conflict in any of the provisions of the Contract documents, the inconsistency or conflict shall be resolved by giving precedence first to the written agreement then to the contract documents in the order in which they are listed above. These documents shall be referred to collectively as “Contract Documents.” Prohibition on Contracts with Companies Boycotting Israel Contractor acknowledges that in accordance with Chapter 2271 of the Texas Government Code, City is prohibited from entering into a contract with a company for goods or services unless the contract contains a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. The terms “boycott Israel” and “company” shall have the meanings ascribed to those terms in Section 808.001 of the Texas Government Code. By signing this Contract, Contractor certifies that Contractor’s signature provides written verification to the City that Contractor: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the Contract. Failure to meet or maintain the requirements under this provision will be considered a material breach. Prohibition on Contracts with Companies Boycotting Certain Energy Companies Contractor acknowledges that in accordance with Chapter 2276 of the Texas Government Code, City is prohibited from entering into a contract with a company for goods or services unless the contract contains written verification from the company that it (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of the contract. The terms “boycott energy company” and “company” shall have the meanings ascribed to those terms in Section 809.001 of the Texas Government Code. By signing this agreement, Contractor certifies that Contractor’s signature provides written verification to the City that Contractor: (1) does not boycott energy companies; and (2) will not boycott energy Docusign Envelope ID: 2B43882C-4BEA-418B-84D9-3D0187CA4F9F 2/23/2026 Contract 8997 companies during the term of the Contract. Failure to meet or maintain the requirements under this provision will be considered a material breach. Prohibition on Contracts with Companies Boycotting Certain Firearm Entities and Firearm Trade Associations Contractor acknowledges that in accordance with Chapter 2274 of the Texas Government Code, City is prohibited from entering into a contract with a company for goods or services unless the contract contains written verification from the company that it (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate during the term of the contract against a firearm entity or firearm trade association. The terms “discriminate against a firearm entity or firearm trade association,” “firearm entity” and “firearm trade association” shall have the meanings ascribed to those terms in Chapter 2274 of the Texas Government Code. By signing this Contract, Contractor certifies that Contractor’s signature provides written verification to the City that Contractor: (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate during the term of this Contract against a firearm entity or firearm trade association. Failure to meet or maintain the requirements under this provision will be considered a material breach. Prohibition On Contracts with Companies Doing Business with Iran, Sudan, or a Foreign Terrorist Organization Section 2252 of the Texas Government Code restricts City from contracting with companies that do business with Iran, Sudan, or a foreign terrorist organization. By signing this Contract, Contractor certifies that Contractor’s signature provides written verification to the City that Contractor, pursuant to Chapter 2252, is not ineligible to enter into this Contract and will not become ineligible to receive payments under this Contract by doing business with Iran, Sudan, or a foreign terrorist organization. Failure to meet or maintain the requirements under this provision will be considered a material breach. Termination Right for Contracts with Companies Doing Business with Certain Foreign-Owned Companies The City of Denton may terminate this Contract immediately without any further liability if the City of Denton determines, in its sole judgment, that this Contract meets the requirements under Chapter 2275, and Contractor is, or will be in the future, (i) owned by or the majority of stock or other ownership interest of the company is held or controlled by individuals who are citizens of China, Iran, North Korea, Russia, or other designated country (ii) directly controlled by the Government of China, Iran, North Korea, Russia, or other designated country, or (iii) is headquartered in China, Iran, North Korea, Russia, or other designated country. The parties agree to transact business electronically. Any statutory requirements that certain terms be in writing will be satisfied using electronic documents and signing. Electronic signing of this document will be deemed an original for all legal purposes. Docusign Envelope ID: 2B43882C-4BEA-418B-84D9-3D0187CA4F9F Contract 8997 IN WITNESS WHEREOF, the parties of these presents have executed this Contract in the year and day first above written. CONTRACTOR ProQuest LLC BY: _____________________________ AUTHORIZED SIGNATURE Printed Name:_____________________ Title: ____________________________ ___________________________ PHONE NUMBER _________________________________ EMAIL ADDRESS THIS CONTRACT 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: __________________________ PURCHASING AGENT APPROVED AS TO LEGAL FORM: MACK REINWAND, CITY ATTORNEY BY: __________________________ Docusign Envelope ID: 2B43882C-4BEA-418B-84D9-3D0187CA4F9F Timothy.McGee@Clarivate.com Tim McGee VP, Sales Operations 267-309-9500 Jennifer Bekker Library Director of Libraries Contract 8997 Exhibit A Special Terms and Conditions 1. Total Contract Amount The contract total for services shall not exceed $50,000. Pricing shall be per Exhibit C attached. 2.The Quantities Intentionally Omitted 3.Contract Terms The contract term will be three (3) years, effective from date of award or notice to proceed as determined by the City of Denton Purchasing Department. The contract term and any renewal terms for the Products are described in your Order. If either of us does not wish to renew the Products set forth in an Order, in whole or in part, they must provide the other with at least 30 days’ written notice before the end of the then current term. 4.Price Escalation and De-escalation All pricing must be mutually agreed between the Parties as detailed within the applicable Order Form documentation. 5.Performance Liquidated Damages – Intentionally Omitted 6.Tax Exempt No taxes shall be included in the invoice. City is exempt from the payment of taxes and the purchase order serves as the required exemption certificate for tax exemption. The City will provide other exemption certificates or documentation confirming its tax-exempt status as requested. 7.Governing Law and Venue The Agreement shall be construed and enforced under and in accordance with the laws of the State of Texas. Venue for all issues arising from or related to the Agreement shall be resolved in the courts of Denton County, Texas, and the parties agree to submit to the exclusive jurisdiction of such courts. 8.Public Information City shall release information in accordance with the Texas Public Information Act, Tex. Gov’t Code Chapter 552, and other applicable law or court orders. If requested, Contractor shall make public information available to City in an electronic format, and any portions of records claimed by the Contractor to be proprietary must be clearly marked as such. Docusign Envelope ID: 2B43882C-4BEA-418B-84D9-3D0187CA4F9F Contract 8997 9.Insurance City is insured for general liability insurance under a self-insurance program covering its limits of liability. The parties agree that such self- insurance by City shall, without further requirement, satisfy all insurance obligations of City under the Agreement. 10.INDEMNITY THE VENDOR SHALL INDEMNIFY AND SAVE AND HOLD HARMLESS THE CITY AND ITS OFFICERS, OFFICIALS, AGENTS, AND EMPLOYEES FROM AND AGAINST THIRD PARTY CLAIMS, DEMANDS, DAMAGES, LOSSES, AND EXPENSES, INCLUDING, BUT NOT LIMITED TO COURT COSTS AND REASONABLE ATTORNEY FEES ASSERTED AGAINST OR INCURRED BY CITY, RELATED TODAMAGES FOR BODILY AND PERSONAL INJURY, DEATH AND PROPERTY DAMAGE, TO THE EXTENT SUCH DAMAGES ARE CAUSED BY THE NEGLIGENT ACTS OR OMISSIONS OF THE VENDOR OR ITS OFFICERS, SHAREHOLDERS, AGENTS, OR EMPLOYEES INCIDENTAL TO, RELATED TO, AND IN THE EXECUTION, OPERATION, OR PERFORMANCE OF THE AGREEMENT. Nothing in this Addendum shall be construed to create a liability to any person who is not a party to this Addendum, and nothing herein shall waive any of the parties’ defenses, both at law or equity, to any claim, cause of action, or litigation filed by anyone not a party to this Agreement, including the defense of governmental immunity, which defenses are hereby expressly reserved. 11.Limitations Any terms and conditions of the Agreement related to disclaimers and limitations of warranties; disclaimers and limitation of liability for damages; waivers, disclaimers, and limitation on litigation or settlement to another party; liability for acts or omissions of third parties; payment of attorney’s fees; dispute resolution; and indemnities are applicable only to the maximum extent permitted by law Docusign Envelope ID: 2B43882C-4BEA-418B-84D9-3D0187CA4F9F Last Updated: December 2025 (Version 3.3) CLARIVATE  | TERMS PAGE 1 Clarivate Terms Master Client Agreement This Master Client Agreement (“Terms”) between ProQuest LLC and the Client listed above creates a framework of contract terms that govern your use of the Clarivate products and services that you access through our platiorm(s), website(s) or are otherwise identffied in your Order, statement of work or other ordering document (collectfvely “Order”). These Terms are incorporated into each accepted Order unless we have agreed in writfng otherwise. “We”, “our” and “Clarivate” means the Clarivate entfty identffied in the Order; “you” and “your” means the Client entfty identffied in the Order. From tfme to tfme, a current affiliate of either party may provide or receive services (as the case may be) by entering into an order form that refers to these Terms. These Terms will contfnue to apply untfl terminated by either party by providing written notfce. After terminatfon, you cannot place any new orders under these Terms. Unless expressly otherwise provided or agreed in writfng, terminatfon of these Terms will not cancel any outstanding orders, which will contfnue to be subject to these Terms. The Order, any product/service specific terms and conditfons and other applicable documents referenced in the Order or these Terms, as updated by Clarivate from tfme to tfme, constftute the complete agreement between us ("Agreement"), and supersede any prior discussions or representatfons regarding your Order, unless fraudulent. Other terms and conditfons you seek to incorporate in any purchase order or otherwise, even where such document is signed by Clarivate as a courtesy, are excluded, and your use of the Products confirms your acceptance of these Terms. 1.Our Products and Services (a)Orders. Your Order identffies the Products, quantftfes, relevant license and restrictfons, fees and charges, permitted users (“Authorized Users”) and other relevant details of your Order. (b)Intellectual Property. Together with our licensors, we retain all ownership of and all rights in the Products (including any underlying software, data models, databases or data sets), any pre-existfng codes, content, methodologies, templates, tools or other materials used in performing services, and any configuratfons, modificatfons or derivatfves thereto (collectfvely "Clarivate IP"). Clarivate IP constftutes our valuable intellectual property, confidentfal informatfon and trade secrets, and you may only use it as expressly permitted in the Agreement. You must promptly notffy Clarivate if you become aware of any unauthorized use of Clarivate IP. (c)Compliance. Clarivate and you shall act at all tfmes in accordance with the laws, rules, regulatfons, export controls and economic sanctfons as they apply to such party in connectfon with its obligatfons under the Agreement ("Applicable Laws"). (d)Updates. The Products change from tfme to tfme. If we fundamentally change the Products in a way which materially impairs your usage of the Products, you may terminate the affected Products on written notfce no later than 30 days after the change. (e)Passwords. Your access to certain Products may require authentfcatfon (e.g. a password). Sharing passwords or facilitatfng access to unauthorized users is strictly prohibited. Each of us shall maintain industry standard computfng environments to ensure that Clarivate IP is secure and inaccessible to unauthorized persons. (f)Usage information. We may collect informatfon related to your use of our Products. We may use this informatfon for legitfmate business reasons including without limitatfon to recommend products, services or Agreement Number PLI-41965 Effective Date Date of the last signature Client Name Denton Public Library Exhibit “B” Master Client Agreement Docusign Envelope ID: 2B43882C-4BEA-418B-84D9-3D0187CA4F9F Last Updated: December 2025 (Version 3.3) CLARIVATE  | TERMS PAGE 2 functfonality that may interest users, to test and improve our Products and to protect and enforce our rights under the Agreement, and may pass this informatfon to our third party providers for the same purposes. (g)Feedback and knowledge. Where you provide any comments, recommendatfon, suggestfon or ideas, or any other feedback related to Clarivate IP ("Feedback") we may use and exploit such Feedback without restrictfon or obligatfon to you and you will not obtain any rights in Clarivate IP. We may freely use our general knowledge, skills and experience, and any ideas, concepts, processes, know-how and techniques developed by Clarivate while providing any Products (including professional services), provided we do not use your confidentfal or other proprietary informatfon. (h)Documentation. You may print or download PDF copies of user guides, online help, release notes, training materials and other documentatfon provided or made available within the Products or published online, as updated from tfme to tfme (“Documentation”) for your internal use with the Products, provided all copyright or proprietary rights notfces are retained. (i)Third party providers. The Products may include data, software and services from third partfes. Some third party providers require Clarivate to pass additfonal terms through to you, and you must comply with these additfonal terms as applicable. The third party providers change their terms occasionally and new third party providers are added from tfme to tfme. To see the current third party additfonal terms that apply to your use of our Products visit https://clarivate.com/legal-center/terms-of-business/third-party-terms/ 2.Your Obligatfons (a)Limited license. You may only use the Products in accordance with the applicable license set out in Sectfons 3 to 6, the relevant product/service terms referenced on the Order, and the Documentatfon. You are responsible for all acts or omissions of your users in connectfon with the Products, and ensuring users comply with these terms. (b)Your content. You retain ownership of your pre-existfng content, data and materials that you provide to us, or use with the Products ("Content"). You hereby grant Clarivate a license to use your Content as required by Clarivate to provide you with the Products (including right to sublicense the same to our subcontractors, as required). You must (i) ensure your Content does not infringe third party rights or any Applicable Laws; and (ii) notffy Clarivate in advance before transmitting to us, and clearly mark, any of your Content that contains restricted data, including the jurisdictfon and classificatfon under applicable export control laws. Restricted data may include any informatfon, data, or source code that is on an export controls list or equivalent list of any applicable jurisdictfon or that is related to weapons, military/defense, intelligence, or law enforcement; aerospace or subsea technologies; cryptography, encryptfon, or cybersecurity tools; advanced or cutting-edge items or technologies; or items that could pose a danger to health or safety. Unless your Order includes backup services, we disclaim all responsibility for backing up your Content. (c)General obligations. You must (i) ensure we have up-to-date contact and billing informatfon for your Order; (ii) provide detailed, accurate and sufficiently complete informatfon, specificatfons and instructfons in a tfmely manner; (iii) ensure you are permitted to allow Clarivate to use and modify your equipment, systems, software and Content, as required to provide the Products; (iv) maintain then-current minimum technical requirements to access the Products, as applicable; and (v) perform any additfonal obligatfons specified in your Order. If reasonably requested, you must make authorized personnel available to agree on the impact of any failure or delay by you to comply with these requirements, and you must not unreasonably withhold or delay your consent to any consequentfal changes to the Agreement. (d)Third-party technology. You may only integrate our software with, or access our data from, third-party software, systems, platiorms or products (“Third Party Technology”) as permitted by the Agreement. You are responsible for procuring, maintaining and complying with any necessary license for the Third Party Technology (which is independent of the Agreement and your license to the Products). (e)Restrictions. You must not (i) introduce any malicious software into Clarivate IP or network; (ii) run or install any computer software or hardware on the Products or network; (iii) scrape data from the Products; or (iv) disable or bypass any functfonality or restrictfons within the Products. Docusign Envelope ID: 2B43882C-4BEA-418B-84D9-3D0187CA4F9F Last Updated: December 2025 (Version 3.3) CLARIVATE  | TERMS PAGE 3 (f)Artificial Intelligence. Unless expressly permitted under a mutually agreed Artfficial Intelligence Addendum or other written agreement with us, you must not use and access the underlying Clarivate proprietary data from the Products: (i) with any of your technology platiorms or systems, in a manner which includes or involves your applicatfon of artfficial intelligence, such as generatfve artfficial intelligence, machine learning, algorithms or language models (“AI Technologies”); or (ii) to generate any content, such as code, languages, software, services, text, voice, audio, graphics, illustratfons, workflows, images, videos or other outputs, in any form or media. (g)Limitations. Unless expressly permitted elsewhere in the Agreement, you may use the Products for your internal use only and shall not: (i) sell, sublicense, distribute, display, store, copy, modify, decompile or disassemble, transform, reverse engineer, benchmark, frame, mirror, translate or transfer Clarivate IP in whole or in part, or as a component of any other product, service or material; (ii) create a derivatfve database or otherwise access and use Clarivate IP to create any derivatfve works, services or products (including tools, algorithms or models) that compete with or provide a substftute for a product offered by Clarivate or its third party providers; (iii) perform penetratfon testfng; (iv) perform any text or data mining or indexing of the Products or any underlying data (v) use the Products or underlying data in conjunctfon with any third-party technology or (iv) allow any third partfes or unauthorized users to access, use or benefit from Clarivate IP in any way whatsoever. For the avoidance of doubt, the exercise of legal rights that cannot be limited by agreement under applicable laws is not precluded. (h)Your Responsibilities. Subject to the laws of the State of Texas, and without waiving any applicable immunitfes, you are responsible for any violatfon of Applicable Laws or regulatfon, or violatfon of our or any third party rights (including unauthorized use) related to (i) your Content or your instructfons to us; (ii) your combinatfon or modificatfon of Clarivate IP, or use with any other materials; (iii) your failure to install updates we have provided to you; or (iv) your breach of the Agreement. You are also responsible for Claims brought by third partfes receiving the benefit of the Products through you. If you use the Products in breach of Sectfons 2 (e) or (f) you must delete or destroy any infringing material on our request. You must reimburse Clarivate if we incur costs or suffer losses in the circumstances set out in this Sectfon. 3.Informatfon Services (a)Definition. “Information Services” means a product providing data, metadata, metrics, charts, graphs, literature or other informatfon in any form (collectfvely “Licensed Information”), including via a Clarivate-provided tool, algorithm, process, web platiorm, an API, a data feed, custom dataset or syndicated report. (b) License. Your Authorized Users may use the Informatfon Service solely for internal analysis and research purposes. Where an Informatfon Service is available via a Clarivate-provided web platiorm, subject to the Product functfonality, Authorized Users may view, download and print reasonable amounts of the Licensed Informatfon for their own individual use. We determine a “reasonable amount” of Licensed Informatfon by comparing user actfvity against the average actfvity rates for all other users of the same product. (c)Distribution. Authorized Users may on an infrequent, irregular and ad hoc basis, distribute limited extracts of the Licensed Informatfon internally to non-authorized users as incidental samples or for illustratfve or demonstratfon purposes in reports or other documentatfon created in the ordinary course of their role. We determine a ‘limited extract’ as an amount of Licensed Informatfon that has no independent commercial value and could not be used as a substftute for any service or product (or a substantfal part of it) provided by us, our affiliates or third party providers. Licensed Informatfon may also be distributed: (i) amongst Authorized Users; (ii) to government and regulatory authoritfes investfgatfng you, if specifically requested; (iii) to persons actfng on your behalf, to the extent required to provide legal or financial advice to you, and (iv) to third partfes upon executfon of a written agreement between Clarivate and the third party. You are responsible for ensuring use by such persons complies with the terms of this Agreement. For clarity, consent is not required for hostfng services which host our Licensed Informatfon solely on your behalf; provided, however that such third party shall in no way access or use the data for any purpose. Docusign Envelope ID: 2B43882C-4BEA-418B-84D9-3D0187CA4F9F Last Updated: December 2025 (Version 3.3) CLARIVATE  | TERMS PAGE 4 (d) Attribution and representation. Where users quote and excerpt Licensed Informatfon in their work as permitted by the Agreement, they must appropriately cite and credit Clarivate as the source. Attributfon to Clarivate and use of the Licensed Informatfon must not categorize or identffy Clarivate as an ‘expert’ in any context and to ensure Licensed Informatfon is not misrepresented or taken out of context. Without our prior written consent, the Licensed Informatfon shall not be filed with any securitfes authoritfes. 4.Installed Software (a) Definition. “Installed Software” means software which is downloaded to or implemented on your servers. (b) License. You may install Installed Software only for your internal user. Software licenses do not include updates (bug fixes, patches, maintenance releases), upgrades (releases or versions that include new features or additfonal functfonality), APIs or Professional Services unless expressly stated in the Order. Your Order details your permitted installatfons, users, locatfons, the specified operatfng environment and other permissions and restrictfons. You may use Installed Software in object code only. You are responsible for backups and may only make necessary copies of the Installed Software for such purposes. (c)Delivery. Unless stated otherwise in your Order, we deliver Installed Software by making it available for download. You may first need to provide Clarivate with certain identffying informatfon about your system administrator and you may be required to confirm availability or installatfon of our software. (d) Acceptance. Unless set forth otherwise in an Order, when you download Installed Software and Documentatfon, you are acceptfng it for use in accordance with this negotfated Agreement. 5.Hosted Software (a) Definition. “Hosted Software” means our software applicatfons made available to you via the internet. (b) License. You may use our Hosted Software only for your internal use . Your Order details your Authorized Users, locatfons and other permissions and restrictfons. Software licenses do not include updates (bug fixes, patches, Docusign Envelope ID: 2B43882C-4BEA-418B-84D9-3D0187CA4F9F Last Updated: December 2025 (Version 3.3) CLARIVATE  | TERMS PAGE 5 maintenance releases) or upgrades (releases or versions that include new features or additfonal functfonality), unless you are on a multf-tenant solutfon or where you have purchased maintenance including such services. (c)Delivery. We deliver our Hosted Software by providing you with online access to it. Unless set forth otherwise in an Order, when you access our Hosted Software, you are acceptfng it for use in accordance with the Agreement. (d) Content. You grant Clarivate permission to use, store and process your Content. Access and use of your Content by us, our employees and contractors to the extent necessary to deliver the Hosted Software, including training, research assistance, technical support and other services. We will not disclose your Content except to support the Hosted Software, unless required by Applicable Laws (when we will use our reasonable efforts to provide notfce to you). We may delete or disable your Content if required under Applicable Laws or where such Content violates the Agreement (and we will use our reasonable efforts to provide notfce to you of such actfon). You may export your Content prior to terminatfon or, where Content cannot be exported and is accessible by us, we may, at your cost and upon executfon of an Order for such services, provide you with a copy of such Content. (e) Security. We will inform you in accordance with Applicable Laws if we become aware of any unauthorized third party access to your Content and will use reasonable efforts to remedy identffied security vulnerabilitfes. Our Hosted Software is designed to protect your Content, however, unless set forth otherwise in your Order, you are responsible for maintaining backups of your Content. If your Content is lost or damaged due to our breach, we will assist you in restoring your Content to the Hosted Software from your last available back up copy. 6.Professional Services (a)Definition. “Professional Services” means any professional services, including but not limited to implementatfon, customizatfon, configuratfon, transitfon services, administratfve services, consultfng services, screening, search and analytfcs services, and watch services to be provided by Clarivate. (b)License. Unless otherwise set out in the Order, you will own the deliverables set out in the Order, provided that (i) we retain all intellectual property rights in and to the Clarivate IP and you receive a license to use the Clarivate IP solely to the extent necessary to utflize the deliverables for your internal use; and (ii) if the deliverables include any configuratfons or modificatfons to our pre-existfng products (including but not limited to implementatfon services and custom datasets) we retain all intellectual property rights in and to such deliverables, and you receive a license to use them in the same way as you are licensed to use the relevant Product. You agree deliverables are deemed accepted upon delivery unless agreed otherwise in an Order. (c)Changes. Either of us may make written (including email) requests to change any aspect of the Professional Services, provided that no change will take effect unless and untfl we have each signed a formal change order setting out the impact of the change and any consequentfal changes required to the Agreement. Neither of us will unreasonably withhold our agreement to a change. (d)Access. As required for Clarivate to perform the relevant Professional Services, you must provide reasonable access to your sites, equipment and systems and ensure the health and safety of our personnel on your premises and full cooperatfon from your qualified and experienced personnel as reasonably required. We will take reasonable steps to ensure that while on your site our personnel comply with reasonable security, health and safety and confidentfality requirements that are notffied to Clarivate in advance. 7.APIs and Data Feeds (a)Information Services. Where we make Licensed Informatfon available to you via API or a data feed, the Informatfon Service terms (Sectfon 3 above) apply to the data you receive. You must ensure that the Licensed Informatfon remains behind your firewall and is only accessible to your Authorized Users . If we deliver Licensed Informatfon via a data feed, you are responsible for loading and maintaining Licensed Informatfon in a tfmely manner into your data stores. If we make an API available to you, you may use our APIs to query the applicable Docusign Envelope ID: 2B43882C-4BEA-418B-84D9-3D0187CA4F9F Last Updated: December 2025 (Version 3.3) CLARIVATE  | TERMS PAGE 6 Informatfon Service and display Licensed Informatfon to Authorized Users within your own technology systems. Clarivate approved accreditatfons must remain visible at all tfmes. (b) Software. Clarivate may make APIs available to you to configure our Hosted Software and Installed Software (collectfvely “Software”) or otherwise allow our Software to interoperate with third-party programs or services (“Client Configurations”). Such APIs may only be used with the associated Software and in accordance with the applicable Documentatfon and/or terms of use. We disclaim all liability for Client Configuratfons. (c)Keys. Our API and data feed keys must not be: (i) shared in any way; (ii) used for multfple interfaces; or (iii) used in any way that mimics any material functfonality of any Products developed or marketed by Clarivate, or would reasonably be deemed competftfve to any Products offered by Clarivate, our affiliates or third party providers. You must demonstrate interfaced systems if reasonably requested by us. 8.Charges (a)Payment and taxes. You must pay our charges and reasonable expenses, together with any applicable taxes, without deductfon within 30 days of date invoice, unless otherwise provided on your Order. Payment must be in the currency stated on your Order. We may levy a service charge of 1% per month or the highest lawful interest rate (whichever is lower) for late payment plus our reasonable collectfon costs, including attorneys’ fees. Our fees are exclusive of tax and shall be paid by you free and clear of all deductfons or withholdings provided. Invoice disputes must be notffied in writfng to Clarivate within 15 days. Once resolved, payment of disputed invoices will be due immediately. (b)Changes. We may change the charges for the Products with effect from the start of each renewal term by giving you at least 60 days’ written notfce. If we believe your creditworthiness has deteriorated, we may require full or partfal payment before the contfnued performance of services. If you receive an electronic request to change our banking account number, you should contact our Treasury Department. (c)Increases in usage. If your Order includes limits on usage, you must pay additfonal charges if you exceed those limits, based on the rates specified on the Order or our current standard pricing, whichever is greater. If you have enterprise wide or site wide access set out in your Order, our charges are established based on the size of your organizatfon, antfcipated number of users, site locatfons and populatfon served as at the date of the Order, and if any one or a combinatfon of these elements materially increases (e.g. if you acquire a new affiliate), we reserve the right to vary the charges. 9.Privacy Each of us will at all tfmes collect, disclose, store or otherwise process personal data in accordance with the EU General Data Protectfon Regulatfon (EU GDPR), UK General Data Protectfon Regulatfon (UK GDPR), UK Data Protectfon Act 2018, and other applicable laws relatfng to the use of personal data relatfng to individuals ("Data Privacy Laws"), including without limitatfon any laws relatfng to individual rights and cross-border transfers. At all tfmes, we will treat personal data in accordance with our Privacy Notfce, which is incorporated by reference into these Terms. Each of us will use reasonable efforts to assist one another in relatfon to the investfgatfon and remedy of any investfgatfon, claim, allegatfon, actfon, suit, proceeding or litfgatfon with respect to an alleged breach of Data Privacy Laws in relatfon to actfvitfes under the Agreement. Each of us will maintain, and will require any third party data processors to maintain, appropriate physical, technical and organizatfonal measures to protect the personal data. To the extent the sharing of personal data between us constftutes a cross-border data transfer as described in the applicable set of our cross-border data transfer clauses at https://clarivate.com/terms-obfusiness (in accordance with each party’s role under the Data Privacy Laws), each of us will comply with its obligatfons under the applicable set of clauses. You may not, use personal data included in the Products (to the extent such data was not provided by you or collected by Clarivate on your behalf) to send bulk or mass emails or email blasts; to publish or distribute any advertfsing or Docusign Envelope ID: 2B43882C-4BEA-418B-84D9-3D0187CA4F9F Last Updated: December 2025 (Version 3.3) CLARIVATE  | TERMS PAGE 7 promotfonal material; or to otherwise use such data in a manner that is prohibited by applicable law. You may not, for any purpose whatsoever, process (nor allow to be processed) any personal data that is within the Products (to the extent such data was not provided by you or collected by Clarivate on your behalf) in any AI Technologies. You acknowledge that you are responsible for your own compliance with Data Privacy Laws, including, where applicable, determining your legal grounds for processing such data. If we process personal data as a processor on your behalf, the terms of the data processing addendum at https://clarivate.com/terms-of-business are hereby incorporated by reference. ‘Data controller’, ‘personal data’ and ‘process’ will have the meaning given in the EU GDPR or the data processing addendum, or standard contractual clauses where applicable. 10.Confidentfality Each of us will (i) use industry standard administratfve, physical and technical safeguards to protect the other’s confidentfal informatfon; (ii) only use the confidentfal informatfon of the other for purposes related to the performance of the Agreement (including our provision of the Products); and (ii) not disclose such confidentfal informatfon to anyone else except to the extent required by Applicable Laws or as necessary to perform, manage or enforce the Agreement (including where we need to share it with our subcontractors). If either of us is required to disclose the confidentfal informatfon of the other by statute or court order, that party shall notffy the other so that an appropriate protectfve order or other remedy can be obtained, unless the court or government agency prohibits prior notfficatfon. Confidentfal informatfon of each party includes any informatfon marked as confidentfal, including informatfon relatfng to Clarivate IP (including how it is developed and any underlying models or databases) or pricing, but shall not include informatfon that is or becomes public or known on a non-confidentfal basis other than through breach of any duty or obligatfon of confidentfality. Clarivate acknowledges 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. Any portions of such material claimed by Clarivate to be proprietary must be clearly marked as such. Determination of the public nature of the material is subject to the Texas Public Information Act, chapter 552, and Texas Government Code. 11.Audit (a)Audit right. Without limitfng Clarivate’s right to electronically monitor usage of the Products, we or our professional representatfves may audit your compliance with the Agreement, on at least 10 business days’ notfce and during normal business hours, provided that we will not audit more than once in 12 months, unless we reasonably believe you are in breach or we are required to by a third party provider. (b)Costs. If an audit reveals that you have breached the Agreement, you will pay (i) any underpaid charges; and (ii) the reasonable costs and expenses of undertaking the audit if you have underpaid the charges by more than 5% or if those costs are imposed on Clarivate by a third party provider. 12.Warrantfes and disclaimers (a)LIMITED WARRANTY. WE WARRANT THAT (i) WE PROVIDE THE PRODUCTS USING COMMERCIALLY REASONABLE SKILL AND CARE; (ii) OUR INSTALLED SOFTWARE WILL SUBSTANTIALLY CONFORM TO ITS DOCUMENTATION FOR 90 DAYS AFTER DELIVERY; AND (iii) OUR HOSTED SOFTWARE WILL SUBSTANTIALLY CONFORM TO ITS THEN-CURRENT DOCUMENTATION. WE DO NOT WARRANT UNINTERRUPTED OR ERROR-FREE OPERATION OR DELIVERY OF THE PRODUCTS. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAWS, THESE WARRANTIES AND ANY PRODUCT-SPECIFIC WARRANTIES THAT MAY BE INCLUDED IN YOUR ORDER ARE THE Docusign Envelope ID: 2B43882C-4BEA-418B-84D9-3D0187CA4F9F Last Updated: December 2025 (Version 3.3) CLARIVATE  | TERMS PAGE 8 EXCLUSIVE WARRANTIES FROM CLARIVATE AND WE DISCLAIM ALL OTHER WARRANTIES, REPRESENTATIONS AND UNDERTAKINGS, EXPRESS OR IMPLIED, INCLUDING OF PERFORMANCE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, COMPLETENESS AND CURRENTNESS. (b) SOFTWARE. IF WE CANNOT RECTIFY ANY VALID SOFTWARE WARRANTY CLAIM WITHIN A REASONABLE PERIOD YOU MAY CANCEL YOUR LICENSE OF THE AFFECTED SOFTWARE BY WRITTEN NOTICE TO US. WE WILL WITHOUT ANY FURTHER LIABILITY REFUND ALL APPLICABLE CHARGES BASED ON A FIVE (5) YEAR STRAIGHT-LINE DEPRECIATION FROM THE EFFECTIVE DATE OF THE APPLICABLE ORDER FOR THE SOFTWARE. (c)PROFESSIONAL SERVICES. WE WILL RECTIFY PROFESSIONAL SERVICES IF YOU GIVE US WRITTEN NOTICE OF A VALID WARRANTY CLAIM WITHIN 30 DAYS OF DELIVERY. IF WE CANNOT RECTIFY ANY VALID WARRANTY CLAIM WITHIN A REASONABLE PERIOD WE WILL WITHOUT ANY FURTHER LIABILITY REFUND ALL APPLICABLE CHARGES RELATED TO THE DEFECTIVE SERVICE AND WE MAY TERMINATE THE AFFECTED SERVICES BY WRITTEN NOTICE TO YOU. (d) NO ADVICE. WE ARE PROVIDING THE PRODUCTS FOR INFORMATIONAL PURPOSES ONLY. WE ARE NOT PROVIDING ANY ADVICE (LEGAL, MEDICAL, CLINICAL, FINANCIAL OR OTHERWISE) BY ALLOWING YOU TO ACCESS AND USE THE PRODUCTS. YOU ARE FULLY RESPONSIBLE FOR YOUR INTERPRETATIONS OF THE PRODUCTS. IF YOU DESIRE ADVICE, WE ENCOURAGE YOU TO ENGAGE LEGAL, MEDICAL, CLINICAL OR FINANCIAL PROFESSIONALS TO HELP YOU INTERPRET THE PRODUCTS. YOU ACKNOWLEDGE THAT WE ARE NOT RESPONSIBLE FOR ANY ACTION OR DAMAGES RESULTING FROM ANY DECISIONS YOU (OR ANY OTHER PARTY ACCESSING THE PRODUCTS THROUGH YOU) MAKE IN RELIANCE ON THE PRODUCTS. WE ARE NOT A LAW FIRM OR PROFESSIONAL ADVISOR AND NO ATTORNEY/CLIENT, PHYSICIAN/PATIENT OR OTHER FIDUCIARY OR PROFESSIONAL RELATIONSHIP IS CREATED. (e)THIRD PARTY MATERIALS. WE DO NOT ACCEPT ANY RESPONSIBILITY FOR, AND WILL NOT BE LIABLE FOR CLAIMS ARISING FROM, THIRD PARTY TECHNOLOGY OR ANY THIRD PARTY MATERIALS ACCESSIBLE VIA LINKS IN THE PRODUCTS. 13.Liability (a)Unlimited liabilities. Neither of us excludes or limits liability for (i) fraud, (ii) death or personal injury caused by negligence, (iii) claims for payment or reimbursement or (iv) any other liability, including gross negligence, where not permitted to do so under Applicable Laws and nothing in the Agreement shall be interpreted to do so. (b) Excluded losses. Neither of us will be liable for (i) lost profits, lost business, lost revenue, antfcipated savings, lost data, or lost goodwill; or (ii) any special, incidental or exemplary damages, indirect or consequentfal losses, or antfcipated savings. (c)Limitation. The aggregate liability of each of us (and of any of Clarivate’s third party providers) for all claims arising out of or in connectfon with the Agreement, including for breach of statutory duty, in tort or in negligence (collectfvely ‘Claims’), will not exceed the will not exceed the amount of any actual direct damages up to $250,000 or the current statutory limitatfon of liability for the municipalitfes in the State of Texas, whichever is lower. (d) Claims. You may not assign or transfer Claims and you must bring Claims within 12 months of arising. (e)No liability. We will not be responsible for failures, errors or delays that occur because of (i) your or a third party’s technology or network; (ii) your actfons or inactfon (other than proper use of the Product), such as failing to follow the usage instructfons or adhering to the minimum recommended technical requirements; (iii) changes you make to the Products; (iv) your failure to implement and maintain proper and adequate virus or Docusign Envelope ID: 2B43882C-4BEA-418B-84D9-3D0187CA4F9F Last Updated: December 2025 (Version 3.3) CLARIVATE  | TERMS PAGE 9 malware protectfon and proper and adequate backup and recovery systems; (v) your failure to install updates we have provided to you; or (vi) other causes not attributable to us. If we learn that the Product failed because of one of these, we reserve the right to charge you for our work in investfgatfng the failure at our then currently applicable rates. At your request we will assist you in resolving the failure at a fee to be agreed upon. (f)Third party intellectual property. If a third party sues you claiming that a Product as provided by Clarivate infringes their intellectual property rights then, provided your use of such Product has been in accordance with the terms of the Agreement, we will defend you against the claim and pay damages that a court finally awards against you or that are included in a settlement approved by us, provided that you (i) promptly notffy Clarivate in writfng of the claim; (ii) supply informatfon we reasonably request; and (iii) allow Clarivate to control the defense and settlement. We have no liability for Claims to the extent caused by items not provided by us. In relatfon to liability arising solely from one of our third party providers' data, software or other materials, our liability will be limited to the amount we recover from that third party supplier divided by the number of Claims by our customers, including you. (g)Mitigation. Each of us shall take reasonable steps to limit and mitfgate any losses, liability, Claims or other costs it may incur under the Agreement and which it may seek to recover from the other, including under any reimbursement or indemnity. Further, in the event a Product infringes or may infringe a third party’s intellectual property rights we may, at our expense and optfon: (a) replace or modify the Product to make it non-infringing, while maintaining equivalent functfonality; (b) procure the right for you to contfnue using the Product pursuant to this Agreement; or (c) terminate the Product and provide you a refund on a pro-rata basis. (h) Equitable relief. Each of us agrees that damages may not be a sufficient remedy for any misuse of the others intellectual property, confidentfal informatfon or trade secrets, and each of us may seek equitable relief (including specific performance and injunctfve relief) as a remedy for breach of the Agreement. 14.Term, Terminatfon (a)Term. The term and any renewal terms for the Products are described in your Order. If either of us does not wish to renew the Products set forth in an Order, in whole or in part, they must provide the other with at least 30 days’ written notfce before the end of the then current term. (b)Suspension. We may on written notfce suspend or limit your use of the Products or other Clarivate IP, or terminate the Agreement, (i) if required to do so by a third party provider, Applicable Laws, court or regulator; (ii) if you become or are reasonably likely to become insolvent or affiliated with one of our competftors; or (iii) if there has been or it is reasonably likely that there will be: a breach of security; a breach of your obligatfons under the Agreement (including payment); or a violatfon of third party rights or Applicable Laws. Our notfce will specify the cause of the suspension or limitatfon and, as applicable, the actfons you must take to reinstate the Product. If you do not take the actfons or the cause cannot be remedied within 30 days, we may terminate the Agreement. Charges remain payable in full during periods of suspension or limitatfon arising from your actfon or inactfon. (c)Termination. We may terminate the Agreement, in whole or in part, in relatfon to a Product which is being discontfnued, on 90 days’ written notfce. Either of us may terminate the Agreement immediately upon written notfce if the other commits a material breach and (if capable of remedy) fails to cure the material breach within 30 days of being notffied to do so. Unless we terminate for breach or insolvency, fees will be due for all Products provided through the terminatfon date and any pre-paid charges will be refunded on a pro-rated basis for terminatfons in accordance with the Agreement. Transitfon assistance may be provided upon the executfon of an Order for such services. (d)Effect of termination. Except to the extent we have agreed otherwise, upon terminatfon, all your licenses and usage rights granted end immediately and you must permanently uninstall, expunge, delete or destroy the Products and Clarivate IP (including any copies thereof) in your or any third party’s control or possession and, if requested, confirm this in writfng. Terminatfon of the Agreement will not (i) relieve you of your obligatfon to pay Docusign Envelope ID: 2B43882C-4BEA-418B-84D9-3D0187CA4F9F Last Updated: December 2025 (Version 3.3) CLARIVATE  | TERMS PAGE 10 Clarivate any amounts you owe up to and including the date of terminatfon; (ii) affect other accrued rights and obligatfons; or (iii) terminate those parts of the Agreement that by their nature should contfnue. 15.Force majeure Other than payment obligatfons, neither of us shall be liable for any failure or delay in performance due to causes that cannot be reasonably controlled by that relevant party, such as (but not limited to) acts of God, acts of any government, war or other hostflity, civil disorder, the elements, fire, explosion, power failure, equipment failure, industrial or labor dispute, inability to obtain necessary supplies, and the like. In the event of an occurrence under this Section, Clarivate will be excused from any further performance or observance of the requirements so affected for as long as such circumstances prevail and Clarivate continues to use commercially reasonable efforts to recommence performance or observance whenever and to whatever extent possible without delay. Clarivate 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. 16.Third party rights Our affiliates and third party providers benefit from our rights and remedies under the Agreement. No other third partfes have any rights or remedies under the Agreement. 17.General (a)Assignment. You may not assign or transfer the Agreement to anyone else without our prior written consent. We will provide you with written notfce if we assign or transfer the Agreement, in whole or in part, as part of our business reorganizatfon, which we may do provided the Products will not be adversely affected. (b) Marketing. We may refer to you as a customer and use your trade names, trademarks, service marks, logos, domain names and other brand features in our marketfng materials, customer lists, presentatfons and related materials. (c)Amendment. The Terms may be only amended by mutual written agreement of both partfes. (d) Enforceability. The Agreement will always be deemed modified to the minimum extent necessary for it to be enforceable, unless modificatfon fundamentally changes the Agreement. (e)Non-solicitation. Clarivate is an independent contractor. You must not directly or indirectly solicit or recruit or attempt to solicit or recruit for employment or engagement any personnel of Clarivate during the term and for 12 months thereafter. Employment resultfng from a general public advertfsement or search engagement not specifically targeted at the relevant personnel is not precluded. (f)Performance. We may perform some or all of our obligatfons from any of our offices globally or through any of our affiliates or third partfes. Such affiliates and third partfes are obligated to confidentfality obligatfons and we remain responsible for their performance. (g)Headings and summaries. Headings and summaries shall not affect the interpretatfon of the Agreement. (h) Waiver. Neither of us waives our rights or remedies by delay or inactfon. (i)Governing law and jurisdiction. If a dispute arises related to this Agreement or an Order, Clarivate and you agree to meet to try and resolve it before commencing any legal proceedings. Should such resolutfon attempts fail, each of us agrees that any Claim arising out of or in connectfon with the Agreement (including its formatfon) is subject to the exclusive governing law and exclusive jurisdictfon specified in the Order. (j)Precedence. In the event of any conflict within the Agreement, the descending order of precedence is: the City contract – 8997; the Order; the referenced documents (including any specific product/service terms); the remaining terms and conditfons of this Agreement. Docusign Envelope ID: 2B43882C-4BEA-418B-84D9-3D0187CA4F9F Last Updated: December 2025 (Version 3.3) CLARIVATE  | TERMS PAGE 11 (k)Notices. Notfces for Clarivate must be directed to contract.admin@clarivate.com. Notfces for you will be directed to the Client entfty and address identffied in the Order. Each of us may update our notfce informatfon upon prior written notfce to the other. Docusign Envelope ID: 2B43882C-4BEA-418B-84D9-3D0187CA4F9F Clarivate (Global) No Easy Renew (Rev. 3/1/2024) Page 1 of 3 ProQuest LLC 789 E. Eisenhower Parkway Ann Arbor, MI 48108 United States Order Form: By signing this Order Form (“Order”) you agree to license the Products subject to the Agreement described below and you certify that you are authorized to enter into this Agreement on behalf of the Client. Q-00837694 US1644257 Product Name Code Start Date End Date Price Ancestry Library ANCLIB 5/1/2026 4/30/2027 3,071.29 USD Ancestry Library ANCLIB 5/1/2027 4/30/2028 3,163.43 USD Ancestry Library ANCLIB 5/1/2028 4/30/2029 3,266.24 USD Total Price: 9,500.96 USD Annual Total Fees: Total Fee(s) for Year 1 3,071.29 USD Total Fee(s) for Year 2 3,163.43 USD Total Fee(s) for Year 3 3,266.24 USD Renewal Term: The Term will renew upon mutual written agreement. Client: Denton Public Library Authorization by: ProQuest LLC Authorization by Client: Signature: \si1\ Signature: Duly Authorized Signature Name: Name: Tim McGee Title: \ti1\ Title: Vice President, Sales Operations Date Signed: \ds1\ Date Signed: February 2, 2026 Exhibit “C” Order Form Docusign Envelope ID: 2B43882C-4BEA-418B-84D9-3D0187CA4F9F Clarivate (Global) No Easy Renew (Rev. 3/1/2024) Page 2 of 3 Product Terms: GOVERNING LAW & JURISDICTION State of Texas GOVERNING TERMS: Please refer to the City of Denton Contract – 8997 and Client Master Agreement effective as of date of last signature (PLI-41965). For the avoidance of doubt, the Terms as expressly detailed in this Order shall take precedence in the event of a conflict with the Governing Terms. Product Notes: Ancestry Library Edition – No remote access is allowed for public libraries, genealogical and historical societies, government agencies, for-profit corporations, and non-profit organizations. Remote access may be available for academic institutions, with the following certain restrictions: · Only currently enrolled students and active faculty are allowed remote access. · No remote access for alumni and faculty emeritus. (However, on-campus access is permissible for all groups.) · Users must be authenticated via the schools' website using IP address or Referring URL. No username/password access Additional Information: Clause 1(i) is not applicable to the products ordered under this order form. No Excess Obligations If City is unable to pay for future services due to demonstrated reductions in its funding wholly appropriated by a third-party funding authority (e.g. City Council of the City of Denton), participation in this Order may terminate with 90 days’ prior written notice effective the later of the last day of the fiscal period for which City receives appropriations or the end of the most recent term invoiced. This is provided, however, that Contractor is given at least 60 days' prior written notice by a senior administrator (such as a Library Director or Procurement Director), or a financial executive position at the member institution (such as CFO). For the avoidance of doubt, in the event of a cancellation, those monies cannot be put toward a "like product or service" and Clarivate shall not be required to refund any fees remitted prior to the effective date of termination. City agrees that any deferred payment for services utilized prior to search termination shall be due and payable immediately. Legal Notice Information Client Entity: Denton Public Library Client Legal Address: 3020 N Locust St Denton TX United States 76209-7600 Billing Information: Please review your billing address to ensure its accuracy. Shipping Information: Please confirm the shipping address is accurate. Denton Public Library 3020 N Locust St Denton TX United States 76209- 7600 Denton Public Library 3020 N Locust St Denton TX United States 76209- 7600 Electronic Invoice Recipient(s): Accounts Payable accountspayable@cityofdenton.com Rachel Reeves rachel.reeves@cityofdenton.com Electronic Renewal Recipient(s): Rachel Reeves rachel.reeves@cityofdenton.com If your subscribing institution requires the use of Purchase Orders, please indicate below. Purchase Order # po1 Billing Information Notes Tax Registration Number # \tx If tax exempt, please include copy of supporting documentation with signed agreement or email a copy to tax.certificates@clarivate.com Docusign Envelope ID: 2B43882C-4BEA-418B-84D9-3D0187CA4F9F Clarivate (Global) No Easy Renew (Rev. 3/1/2024) Page 3 of 3 Invoices will be emailed to the bill- to-contact and renewals will be emailed to the ship-to-contact. If your institution is unable to accept electronic invoices, please check this box: ☐\cbi1\ To sign up for our auto-renewal program as part of our ‘go green’ initiative, please check this box: ☐ Your subscription to the service will automatically renew for successive 12 month periods at the rate set forth in the renewal invoice sent to the Client, unless Client sends written cancellation notice to Clarivate within 30-days of the Client’s receipt of the renewal invoice, with such cancellation to be effective as of the end of the current subscription period.bs1\ IP Authentication: Barcode Scheme: Alternative Authentication: LIBCODE \ip1\ Length: \bcl1\ Prefix: \bcp1\ \add1\ \lib1\ Authentication Instructions: Account Manager Information: Chris Michaels 734-997-6822 | chris.michaels@proquest.com Authorized Sites: Site Name Product Start Date End date Site Allocation Price Docusign Envelope ID: 2B43882C-4BEA-418B-84D9-3D0187CA4F9F CONFLICT OF INTEREST QUESTIONNAIRE 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: 2B43882C-4BEA-418B-84D9-3D0187CA4F9F Exhibit D ProQuest LLC 2/23/2026 X X X N/a X Certificate Of Completion Envelope Id: 2B43882C-4BEA-418B-84D9-3D0187CA4F9F Status: Completed Subject: ***Purchasing Approval*** 8997- Ancestry Library Source Envelope: Document Pages: 21 Signatures: 5 Envelope Originator: Certificate Pages: 6 Initials: 1 Kayla Clark AutoNav: Enabled EnvelopeId Stamping: Enabled Time Zone: (UTC-08:00) Pacific Time (US & Canada) 901B Texas Street Denton, TX 76209 kayla.clark@cityofdenton.com IP Address: 198.49.140.10 Record Tracking Status: Original 2/11/2026 7:42:52 AM Holder: Kayla Clark kayla.clark@cityofdenton.com Location: DocuSign Signer Events Signature Timestamp Kayla Clark kayla.clark@cityofdenton.com Buyer City of Denton Security Level: Email, Account Authentication (None) Completed Using IP Address: 198.49.140.10 Sent: 2/11/2026 7:45:36 AM Viewed: 2/11/2026 7:45:45 AM Signed: 2/11/2026 7:45:57 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: 198.49.140.10 Sent: 2/11/2026 7:46:01 AM Viewed: 2/11/2026 10:32:32 AM Signed: 2/11/2026 10:33:17 AM Electronic Record and Signature Disclosure: Not Offered via Docusign Leah Bush leah.bush@cityofdenton.com Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.104 Sent: 2/13/2026 6:24:00 AM Viewed: 2/13/2026 2:10:09 PM Signed: 2/13/2026 2:38:21 PM Electronic Record and Signature Disclosure: Accepted: 2/13/2026 2:10:09 PM ID: c6376012-9331-40e9-ac91-3a33b54c6508 Tim McGee Timothy.McGee@Clarivate.com VP, Sales Operations ProQuest LLC Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 217.38.97.57 Signed using mobile Sent: 2/19/2026 10:52:12 AM Resent: 2/23/2026 6:27:28 AM Viewed: 2/23/2026 6:30:25 AM Signed: 2/23/2026 9:23:29 AM Electronic Record and Signature Disclosure: Accepted: 2/19/2026 11:15:25 AM ID: 7a8eb822-65e0-4868-bd2d-6c734eab63d9 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: 198.49.140.10 Sent: 2/23/2026 9:23:31 AM Viewed: 2/23/2026 10:40:25 AM Signed: 2/23/2026 10:40:39 AM Electronic Record and Signature Disclosure: Not Offered via Docusign Kayla Clark kayla.clark@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: 2/23/2026 10:40:42 AM Viewed: 2/23/2026 11:09:19 AM Signed: 2/23/2026 11:09:32 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 Marcella Lunn marcella.lunn@cityofdenton.com Senior Deputy City Attorney City of Denton Security Level: Email, Account Authentication (None) Sent: 2/13/2026 6:24:01 AM Viewed: 2/23/2026 11:13:16 AM Electronic Record and Signature Disclosure: Not Offered via Docusign Chris Michaels chris.michaels@clarivate.com Security Level: Email, Account Authentication (None) Sent: 2/19/2026 10:52:15 AM Electronic Record and Signature Disclosure: Accepted: 2/19/2026 10:47:24 AM ID: c2126e8f-3f6f-4429-b5fb-22f849430a3e Cheyenne Defee cheyenne.defee@cityofdenton.com Procurement Administration Supervisor City of Denton Security Level: Email, Account Authentication (None) Sent: 2/23/2026 11:09:35 AM Viewed: 2/23/2026 11:14:01 AM Electronic Record and Signature Disclosure: Not Offered via Docusign Carbon Copy Events Status Timestamp Rachel Reeves Rachel.Reeves@cityofdenton.com Security Level: Email, Account Authentication (None) Sent: 2/23/2026 11:09:35 AM Viewed: 2/23/2026 11:13:19 AM Electronic Record and Signature Disclosure: Accepted: 10/3/2025 1:29:19 PM ID: 88e4fee3-f112-464e-ad0c-5c434e0908bc Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 2/11/2026 7:45:36 AM Certified Delivered Security Checked 2/23/2026 11:09:19 AM Signing Complete Security Checked 2/23/2026 11:09:32 AM Completed Security Checked 2/23/2026 11:09:36 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 1:59:03 PM Parties agreed to: Leah Bush, Tim McGee, Chris Michaels, Rachel Reeves 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.