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18-1675,� ! � � ! �� � � #�� . . . � . � . � ! � • � �� � � � M M �� � ' � • � � • � � • II� ' ' • • 1 . � . � . � � C �' ,� � � ; � , � �, �, *, . . . . r • �r • � • � • ,, � * � • * ` � * �� ` • ♦ ` ,"� �',"` 4 � � ` 1 ��, .� . . .i��♦ `�' � '�, ` ►� .,�' � .� � � � •� � M ! ., � � � � 4 i I ' r �i' � ` �,�� � . i i�'� � � .�' � . . *... * ...* � ., ..� �.�... � �.�;i �.:i i ��` i . ♦ .. ` . - � . . y � . � . .* � �. f `f ! � WHER�AS, the City Couneil wishes to procure one or more of the items mentioned in the above para�;raph; NO�J, THERET'ORF, TI-IL; COrJNCIL Or THE CI1'Y 01� DENTON HEREBY ORDAINS; '�9 �,"l'9(�� �. The fallowing purchase af materials, equipment or supplies, as described in the "File" listed hereon, and on file in the office of the I'urchasing Agent, and the license terms attached are hereby approved; T'ILF, NUM ER VENDO �MOUNT 6911 Ovei•Di°ive, Inc, $120,000 „�9 �'"�°_���1� � The City Council hereby iinds that this bid, and the aw�rd thereo�I; constitutes a procurement of iterns that are available from onl}� one soui•ce, 'rncluding, iteins that are only available fr�m one saurce because of patents, capyri�hts, secret processes or natural manopolies; films, tnanusci°ipts or bool<s; electricity, gas, watci• and othei° utility pui°chases; captive repl�tcement pai•ts oi• components i°oi° equi�ment; and library matei°ials foi° a public libi•aiy that ai°e available only fi°onz the per•sons holc�in� exclusive distribution rights to the matei°ials; and need not be submiited to competitive bids, SECTION 3, The acceptance and appi•oval of the above items shall not constitute a contract bctween the City �nd the persan submitting t17e quotation for such items until such pei•son shall comply with all i•equir•ements specif ed by the Pui•clzasing Department. S�C"I'ION 4, 1'he City Manager is hereby authorized to execute any contracts relating to the items specificd in Section 1 and the expenditure of funds pursuant to said contracts is hereby �uthorized. SECT'ION 5, "I'he City Council of the City of Denton, hereby expressly delegates the autlloriiy to take any actions that may be requii•ed or permitted to be performed by the City of Denton under File 69l 1 to the City Manager of the City of Denton, or his designee, SFCZ'ION 6, This ordinance shall become effective immediately upon its passage and appro�r<z�a secon���°�,�l�l� a����iGGc� iar ��g���A�:��c, ���u���'"�"� .. , the orci��������t,�v� �_��,����d��� �a����aa'ta�J` and " ,, ���°�li��������� �a� i�����de b ��� � � �` � � �� �`�.��_ �' ��� ° �,�d by the fo1B���r����, �y���� � ��� �..�; Mayor Cllris Watts: Gerard I-Iudspeth, District 1: Keely G. Briggs, District 2: Don Duff, District 3: John Ryan, District 4; Deb Artnintor, At Large Place 5 Paul Meltzer, At Large Place 6: Aye Nay � Abstain Absent ��, mµ.�.��u� __�°�"� --1 �`�°��_�����.. _ -„ 2018. PASSED AND APPROVED this the �°� day of m�° _ �� ' � � .... ... m.mm�� � ���, . _w _ CHRIS � �"� 1"`"� �, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY �. � BY: �'�� .�'' �� �„ �_ ����� ��� ��� �:'� �� ���.__�. � �.: �,, APPROVED AS TO LEGAL FORM: AARON LEAL, CITY ATTORNEY BY: � . �����° �� �'� ""�' ��� � �,��µ � F� -------�,� ......... ..... ....,, .... .��, .�------- --..__.._. ......... DocuSign Envelope ID: 3729F80A-62E4-4F59-8533-517D5A4DFB5C 5ƚĭǒƭźŭƓ /źƷǤ /ƚǒƓĭźƌ ƩğƓƭƒźƷƷğƌ /ƚǝĻƩƭŷĻĻƷ CźƌĻ bğƒĻ tǒƩĭŷğƭźƓŭ /ƚƓƷğĭƷ /źƷǤ /ƚǒƓĭźƌ ğƩŭĻƷ 5ğƷĻ tźŭŭǤ .ğĭƉ hƦƷźƚƓ /ƚƓƷƩğĭƷ 9ǣƦźƩğƷźƚƓ hƩķźƓğƓĭĻ DocuSign Envelope ID: 3729F80A-62E4-4F59-8533-517D5A4DFB5C CONTRACT BY AND BETWEEN CITY OF DENTON, TEXAS AND OVERDIRVE, INC. (CONTRACT 6911) THIS CONTRACT is made and entered into this date ______________________, by and between OVERDRIVE, Inc., a Delaware corporation, whose address is One Overdrive Way, Cleveland, OH 44125, 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 his 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 Supplier shall provide products and/or services in document FILE 6911 Digital Library Services, 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 and incorporated herein by reference: (a) OverDrive Digital Library Access Agreement (Exhibit "A") (b) House Bill 89 Verification B (c) Senate Bill 252 Certification 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 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. TOTAL CONTRACT AMOUNT The City may purchase from Contractor Digital Content as defined in the OverDrive Digital Library Access Agreement in a total not to exceed amount of $120,000. This Agreement shall not amend or modify the OverDrive Digital Library Reserve Order Form entered into by and between the Parties on September 22, 2017. CONTRACT TERM 11/6/2018-9/22/2019 Contract #6911 DocuSign Envelope ID: 3729F80A-62E4-4F59-8533-517D5A4DFB5C IN WITNESS WHEREOF, the parties of these presents have executed this agreement in the year and day first above written. CONTRACTOR BY: ______________________________ AUTHORIZED SIGNATURE THIS AGREEMENT HAS BEEN Date: _______________________________ BOTH REVIEWED AND APPROVED as to financial and operational Name:______________________________ obligations and business terms. Title: _______________________________ _______________ ________________ SIGNATURE PRINTED NAME ___________________________________ PHONE NUMBER __________________________________ TITLE ___________________________________ EMAIL ADDRESS __________________________________ DEPARTMENT ___________________________________ TEXAS ETHICS COMMISSION CERTIFICATE NUMBER CITY OF DENTON, TEXAS ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: TODD HILEMAN CITY MANAGER BY: __________________________________ Date: APPROVED AS TO LEGAL FORM: AARON LEAL, CITY ATTORNEY BY: __________________________________ Contract #6911 DocuSign Envelope ID: 3729F80A-62E4-4F59-8533-517D5A4DFB5C hǝĻƩ5ƩźǝĻ5źŭźƷğƌ\[źĬƩğƩǤwĻƭĻƩǝĻhƩķĻƩCƚƩƒǝĻƩ͵CĻĬЋЉЊЍ Λ ͵{͵Μ OverDrive Digital Library Reserve Access Agreement 1. Digital Library Reserve Application Services 1.1 OverDrive will create and host a Library Website for Library’s use of the Application Services. OverDrive shall provide the Application Services to the Library under the terms of the Order Form and this Access Agreement (collectively referred to as the “Agreement”). 1.2 OverDrive shall create an account in OverDrive’s content selection platform, OverDrive Marketplace, for Library to select Digital Content to make available at the Library Website to Authorized Patrons and to access reports. 1.3 OverDrive will use commercially reasonable efforts to make the Application Services perform substantially in accordance with the terms herein. From time to time, OverDrive may make modifications or updates to the operation, performance, or functionality of the Application Services as it sees fit or as required by OverDrive’s suppliers. Library may be required to complete additional forms, documents or other associated materials provided by OverDrive. Library shall use commercially reasonable efforts to complete the documents in a timely manner. 1.4 OverDrive will use commercially reasonable efforts to provide Secondary Support to Library. 1.5 OverDrive shall have sole discretion to approve any and all libraries that seek to participate in Library’s DLR Service, as well as approve any other terms and conditions related to such expansion of the DLR Service to additional libraries. OverDrive shall have sole discretion to honor any prior version of an order form, participation form or related material completed by Library. OverDrive may require Library to complete an updated version of the same. 1.6 If Library seeks a modification of the Application Services or integration of the Application Services beyond those offered on the Order Form, the Parties shall cooperate to agree on the specifications for the additional services and any associated terms and conditions. 1.7 Nothing under the Agreement grants any right to Library to the use of, or access to, any Application Services source code. Library does not have the right to reproduce the Application Services, to distribute copies or versions of any modules of the Application Services to any third parties including its Authorized Patrons, or to make and/or sell variations or derivative works of the Application Services. Sole ownership of copyrights and other intellectual proprietary rights shall remain solely with OverDrive or its suppliers. OverDrive reserves the right, at its sole discretion, to display its branding, trademarks, logos, and/or third party marketing or promotional materials on the Library Website. 2. Library Website 2.1 Library shall use commercially reasonable efforts to ensure that use of the Applications Services, the Library Website and the Digital Content are in compliance with this Agreement and with permitted uses as communicated by OverDrive to Library. Library shall use commercially reasonable efforts to prevent unauthorized use of the Digital Content from OverDrive by their users and Authorized Patrons. 2.2 OverDrive grants the Library and Authorized Patrons a non-assignable, non-transferable, limited license to use the Digital Content provided by OverDrive’s suppliers for personal, non-commercial use. Authorized Patrons and/or Library may access and/or download, the Digital Content: (a) On Library-issued devices or computers with exclusive and individual unique user accounts; (b) On Authorized Patrons personal devices directly; (c) On shared Library computers which employ an application that restores the computer to its original configuration after use by an individual Authorized Patron (e.g. Deep Freeze, Windows SteadyState, or other similar application); and λЋЉЊЍhǝĻƩ5ƩźǝĻͲLƓĭ͵ΘhƓĻhǝĻƩ5ƩźǝĻ‘ğǤΘ/ƌĻǝĻƌğƓķͲhIЍЍЊЋЎΘtʹњЊЋЊЏЎАЌЏББЏΘCʹњЊЋЊЏЎАЌЏББВ tğŭĻ Ќ ƚŅ Ћ DocuSign Envelope ID: 3729F80A-62E4-4F59-8533-517D5A4DFB5C hǝĻƩ5ƩźǝĻ5źŭźƷğƌ\[źĬƩğƩǤwĻƭĻƩǝĻhƩķĻƩCƚƩƒǝĻƩ͵CĻĬЋЉЊЍ Λ ͵{͵Μ (d) For any use consistent with the relevant fair use doctrine or similar law in your jurisdiction. 2.3 Library shall reasonably cooperate with OverDrive to limit access to the DLR Service to end users who are Authorized Patrons. In the event Library desires to provide access to the DLR Service to users other than Authorized Patrons, OverDrive reserves the right to limit availability of certain Digital Content, as may be required by supplying publishers. Online library card applications, with or without fees, that provide access, temporary or permanent, to the DLR Service to users who do not otherwise qualify as Authorized Patrons shall not be permitted. 2.4 Library represents and warrants that it will not make any representations or create any warranties, expressed or implied, concerning the Application Services and Digital Content, and will take reasonable steps to ensure that its employees, agents, and others under its direction abide by the Agreement. 2.5 Library agrees to perform Primary Support for its Authorized Patrons, unless Library has completed the Front Line Tech Support Order Form and paid for Front Line Tech Support services. OverDrive will provide Library with training and documentation for Library’s provision of Primary Support. Library will cooperate with OverDrive to implement customer support practices recommended by OverDrive, including but not limited to directing Authorized Patrons to OverDrive-supplied FAQs and support pages on its Library Website. 2.6 Library shall not access the Application Services in a manner not explicitly permitted by the Agreement, including but not limited to scraping the Library Website and/or web traffic or data to and from the Library Website, intercepting, redirecting, capturing or holding OverDrive-initiated email or other electronic communications, nor shall it allow any third party to access the Application Services in a manner as described in this paragraph. 2.7 OverDrive may employ commercially reasonable efforts to monitor and maintain the availability of its Application Services, including review of traffic for request volume levels, unusual behaviors or patterns, attempts to create a denial of service response, and/or excessive or abusive usage as determined by OverDrive, in its sole discretion. 3. Payments 3.1 Library shall make payment to OverDrive for all Application Services fees and Digital Product costs according to OverDrive within thirty (30) days from Library’s receipt of valid invoice. OverDrive, in its sole discretion, may require payment by Library of any initial or outstanding invoices before OverDrive will set the DLR Service live. In the event of Library’s late or non-payment of any and all amounts due to OverDrive for Application Services fees and cost of Digital Content, OverDrive may suspend access to the Application Services until such time as Library’s account becomes current, or in OverDrive’s sole discretion, terminate access to the Application Services. 3.2 This Agreement is a commitment of the current revenues of the Library. If Library’s governing body or similarly related entity fails to appropriate sufficient funds in any fiscal year for payments due under this Agreement, then a non-appropriation event shall be deemed to have occurred. If a non-appropriation event occurs, (1) Library shall give OverDrive immediate notice of such non-appropriation event and provide written evidence of such failure by Library’s applicable governing body and (2) on or before sixty (60) days from OverDrive’s receipt of notice of non- appropriation, the parties shall cooperate to determine an appropriate course of action as it relates to the OverDrive services provided under this Agreement. In the event that after such sixty (60) day period, no determination is reached on payment and continued provision of services is not possible, then the Agreement and all services hereunder shall terminate on the first day of the fiscal year in which funds are not appropriated. 4. Term and Termination 4.1 The Term of the Agreement shall be governed by the OverDrive Digital Library Reserve Order Form between OverDrive and Library. 4.2 Either party shall have the right to terminate this Agreement as a result of a material breach of the Agreement by the other party that is not cured within thirty (30) days after written notice of such breach. 4.3 Upon termination of this Agreement, the access granted to Library by this Agreement shall be terminated λЋЉЊЍhǝĻƩ5ƩźǝĻͲLƓĭ͵ΘhƓĻhǝĻƩ5ƩźǝĻ‘ğǤΘ/ƌĻǝĻƌğƓķͲhIЍЍЊЋЎΘtʹњЊЋЊЏЎАЌЏББЏΘCʹњЊЋЊЏЎАЌЏББВ tğŭĻ Ѝ ƚŅ Ћ DocuSign Envelope ID: 3729F80A-62E4-4F59-8533-517D5A4DFB5C hǝĻƩ5ƩźǝĻ5źŭźƷğƌ\[źĬƩğƩǤwĻƭĻƩǝĻhƩķĻƩCƚƩƒǝĻƩ͵CĻĬЋЉЊЍ Λ ͵{͵Μ immediately and Library shall make no further use of all or any part of the Application Services, or any confidential information received from OverDrive. 5. Warranties 5.1 The parties represents and warrants to that each has the necessary permissions, ownership and intellectual property rights and licenses related to performance under this Agreement. 5.2 THE WARRANTIES SET FORTH UNDER THIS AGREEMENT ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING WARRANTY OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL OVERDRIVE BE LIABLE TO LIBRARY OR ITS AUTHORIZED PATRONS AND OR END USERS FOR ANY DAMAGES ARISING FROM OR RELATED TO FAILURE OR INTERRUPTION OF THE APPLICATION SERVICES, OR FOR INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES, OR FOR LOSS OF PROFIT OR OPPORTUNITY, LOSS OF USE OR OTHER FINANCIAL LOSS ARISING OUT OF OR IN CONNECTION WITH THE LICENSE OR USE OF THE APPLICATION SERVICES. IN NO EVENT SHALL OVERDRIVE’S LIABILITY HEREUNDER EXCEED THE TOTAL AMOUNT RECEIVED BY OVERDRIVE UNDER THIS AGREEMENT. 6. General Terms 6.1 Confidential Information. The parties acknowledge that each will receive confidential information from the other relating to the Application Services, technical and operational affairs of the other. Subject to any state and/or federal laws and regulations permitting public access to documents and information that are considered public, each party agrees that all confidential information of the other party shall be held in confidence and shall not be disclosed to any third party. Library shall not share its passwords and login credentials of Library’s account in OverDrive’s content selection portal with anyone, including any third party. Library shall take reasonable steps to prevent unwarranted intrusion into such information. 6.2 Taxes. Library shall at its own expense comply with all applicable laws in connection with the use of the Application Services. The payment obligations under this Agreement are exclusive of any federal, state, municipal or other governmental taxes, sales taxes, excise taxes or tariffs now or hereafter imposed on the production, storage, sale, transportation, import, export, licensing or use of the Application Services. 6.3 No Waiver. The failure of either party to exercise any right or the waiver of either party of any breach, shall not prevent a subsequent exercise of such right or be deemed a waiver of any subsequent breach of the same of any other term of the Agreement. 6.4 Notice. All notices required to be given pursuant to the Agreement shall be in writing and shall be deemed to have been given, if sent by registered or certified mail, return receipt requested, postage prepaid, addressed to OverDrive at its’ current address, Attention: General Counsel or addressed to Library at the address provided on the Order Form, Attention: Primary Contact (as designated on the Order Form), or as otherwise agreed by the parties. 6.5 Assignment. OverDrive may assign this Agreement. This Agreement may not be assigned by Library, nor any duty hereunder delegated by Library without the prior written consent of OverDrive, which shall not be unreasonably withheld. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the parties to this Agreement and their respective heirs, legal representatives, successors and permitted assigns. 6.6 Entire Agreement. The Order Form and this Access Agreement constitutes the entire Agreement and understanding of the parties and supersedes all prior and contemporaneous Agreements, understandings, negotiations and proposals, oral or written. Section headings are provided for convenience purposes only and do not provide any modifications or substantive meaning to the terms and conditions of this Agreement. OverDrive may modify the Order Form and Access Agreement from time to time. 6.7 All Disputes Arising From the Agreement. This section has been intentionally deleted. λЋЉЊЍhǝĻƩ5ƩźǝĻͲLƓĭ͵ΘhƓĻhǝĻƩ5ƩźǝĻ‘ğǤΘ/ƌĻǝĻƌğƓķͲhIЍЍЊЋЎΘtʹњЊЋЊЏЎАЌЏББЏΘCʹњЊЋЊЏЎАЌЏББВ tğŭĻ Ў ƚŅ Ћ DocuSign Envelope ID: 3729F80A-62E4-4F59-8533-517D5A4DFB5C hǝĻƩ5ƩźǝĻ5źŭźƷğƌ\[źĬƩğƩǤwĻƭĻƩǝĻhƩķĻƩCƚƩƒǝĻƩ͵CĻĬЋЉЊЍ Λ ͵{͵Μ 7. Definitions As used throughout the Agreement, the following definitions shall apply: 7.1 “Application Services” or “DLR Service” shall mean the Library Website and digital content distribution service ® provided to Library, which utilize OverDrive and other third party technologies and services. 7.2 “Authorized Patron(s)” shall mean those individuals who provide proof of residency, ownership of property, employment, or enrollment in school or similar institution in the Library’s service area and which the Library authorizes to download and/or access Digital Content from the Library Website or otherwise utilize the Application Services. 7.3 “Digital Content” shall mean the digital titles (e.g. eBooks, audiobooks, music and video) made available from OverDrive at the Library Website. 7.4 “Library” shall mean the organization or entity identified in the Library Information section of the Order Form. 7.5 “Library Website” shall mean the Internet-based application hosted and operated by OverDrive that provides Authorized Patrons access to Digital Content. 7.6 “Order Form” shall mean the OverDrive Digital Library Reserve Order Form completed by the Library. 7.7 “OverDrive” shall mean: OverDrive, Inc., a Delaware Corporation, and its subsidiaries and affiliates. 7.8 “Primary Support” shall mean the services provided by Library to its Authorized Patrons for its day-to-day help, support, technical aid and other assistance for their use of the Library Website and Digital Content. 7.9 “Secondary Support” shall mean the technical support services provided by OverDrive to Library in the English language, including reasonable efforts to assist Library in providing Primary Support. λЋЉЊЍhǝĻƩ5ƩźǝĻͲLƓĭ͵ΘhƓĻhǝĻƩ5ƩźǝĻ‘ğǤΘ/ƌĻǝĻƌğƓķͲhIЍЍЊЋЎΘtʹњЊЋЊЏЎАЌЏББЏΘCʹњЊЋЊЏЎАЌЏББВ tğŭĻ Џ ƚŅ Ћ DocuSign Envelope ID: 3729F80A-62E4-4F59-8533-517D5A4DFB5C Exhibit House Bill 89 - Government Code 2270 VERIFICATION I, _______________________________________________, the undersigned representative of ______________________________Company or Business name (hereafter referred to as company), being an adult over the age of eighteen (18) years of age, verify that the company named-above, under the provisions of Subtitle F, Title 10, Government Code Chapter 2270: 1. Does not boycott Israel currently; and 2. Will not boycott Israel during the term of the contract the above-named Company, business or individual with City of Denton. Pursuant to Section 2270.001, Texas Government Code: 1. with, or otherwise taking any action that is intended to penalize, inflict economic harm on, or limit commercial relations specifically with Israel, or with a person or entity doing business in Israel or in an Israeli-controlled territory, but does not include an action made for ordinary business purposes; and 2. -profit sole proprietorship, organization, association, corporation, partnership, joint venture, limited partnership, limited liability partnership, or any limited liability company, including a wholly owned subsidiary, majority-owned subsidiary, parent company or affiliate of those entities or business associations that exist to make a profit. ___________________________________ Name of Company Representative (Print) ________________________________ Signature of Company Representative _________________________________ Date DocuSign Envelope ID: 3729F80A-62E4-4F59-8533-517D5A4DFB5C Exhibit Senate Bill 252 -Government Code 2252 CERTIFICATION I, ______________________________________________, the undersigned representative of ________________________________________________ (Company or business name) being an adult over the age of eighteen (18) years of age, pursuant to Texas Government Code, Chapter 2252, Section 2252.152 and Section 2252.153, certify that the company named above is not listed on the website of the Comptroller of the State of Texas concerning the listing of companies that are identified under Section 806.051, Section 807.051 or Section 2253.153. I further certify that should the above-named company enter into a contract that is on said listing of companies on the website of the Comptroller of the State of Texas which do business with Iran, Sudan or any Foreign Terrorist Management Department. ___________________________________ Name of Company Representative (Print) ________________________________ Signature of Company Representative _________________________________ Date DocuSign Envelope ID: 3729F80A-62E4-4F59-8533-517D5A4DFB5C Exhibit CONFLICT OF INTEREST QUESTIONNAIRE - FORM CIQ For vendor or other person doing business with local governmental entity This questionnaire reflects changes made to the law by H.B. 23, 84th Leg., Regular Session. This questionnaire is being filed in accordance with Chapter 176, Local Government Code, by a vendor who has a business relationship as defined by Section 176.001(1-a) with a local governmental entity and the vendor meets requirements under Section 176.006(a). By law this questionnaire must be filed with the records administrator of the local government entity not later than the 7th business day after the date the vendor becomes aware of facts that require the statement to be filed. See Section 176.006(a-1), Local Government Code. A vendor commits an offense if the vendor knowingly violates Section 176.006, Local Government Code. An offense under this section is a misdemeanor. Name of vendor who has a business relationship with local governmental entity. 1 2 Check this box if you are filing an update to a previously filed questionnaire. th (The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than the 7 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 Certificate Of Completion Envelope Id: 3729F80A62E44F598533517D5A4DFB5CStatus: Completed Subject: Please DocuSign: City Council Contract 6911 - Digital Library Services Source Envelope: Document Pages: 10Signatures: 8Envelope Originator: Certificate Pages: 6Initials: 0Suzzen Stroman AutoNav: Enabled901B Texas Street EnvelopeId Stamping: EnabledDenton, TX 76209 Time Zone: (UTC-06:00) Central Time (US & Canada)suzzen.stroman@cityofdenton.com IP Address: 129.120.6.150 Record Tracking Status: OriginalHolder: Suzzen StromanLocation: DocuSign 10/3/2018 11:12:41 AM suzzen.stroman@cityofdenton.com Signer EventsSignatureTimestamp Suzzen StromanSent: 10/22/2018 2:06:42 PM Completed suzzen.stroman@cityofdenton.comViewed: 10/22/2018 2:07:23 PM BuyerSigned: 10/22/2018 2:07:28 PM Using IP Address: 129.120.6.150 City of Denton Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Mack ReinwandSent: 10/22/2018 2:07:30 PM mack.reinwand@cityofdenton.comViewed: 10/22/2018 5:25:39 PM City of DentonSigned: 10/22/2018 5:26:43 PM Security Level: Email, Account Authentication Signature Adoption: Pre-selected Style (None) Using IP Address: 172.56.14.116 Signed using mobile Electronic Record and Signature Disclosure: Not Offered via DocuSign Steve PotashSent: 10/22/2018 5:26:45 PM spotash@overdrive.comViewed: 10/23/2018 9:04:09 AM TrusteeSigned: 10/23/2018 9:18:40 AM OverDrive, Inc. Signature Adoption: Pre-selected Style Security Level: Email, Account Authentication Using IP Address: 220.241.191.4 (None) Signed using mobile Electronic Record and Signature Disclosure: Accepted: 10/23/2018 9:04:09 AM ID: 729de764-230f-46ad-93b4-3557c3d8190b Jennifer BekkerSent: 10/23/2018 9:18:43 AM Jennifer.Bekker@cityofdenton.comViewed: 10/23/2018 11:27:15 AM Director of LibrariesSigned: 10/23/2018 11:30:05 AM Security Level: Email, Account Authentication Signature Adoption: Pre-selected Style (None) Using IP Address: 129.120.6.150 Electronic Record and Signature Disclosure: Accepted: 10/23/2018 11:27:15 AM ID: 2f864f68-7041-4497-b2ca-58760dbfbec2 Signer EventsSignatureTimestamp Tabitha MillsopSent: 10/23/2018 11:30:08 AM Completed tabitha.millsop@cityofdenton.comViewed: 11/7/2018 9:56:50 AM City of DentonSigned: 11/7/2018 9:57:08 AM Using IP Address: 129.120.6.150 Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Todd HilemanSent: 11/7/2018 9:57:12 AM Todd.Hileman@cityofdenton.comViewed: 11/7/2018 10:50:02 AM City ManagerSigned: 11/7/2018 10:50:09 AM City of Denton Signature Adoption: Pre-selected Style Security Level: Email, Account Authentication Using IP Address: 47.190.47.120 (None) Signed using mobile Electronic Record and Signature Disclosure: Accepted: 7/25/2017 11:02:14 AM ID: 57619fbf-2aec-4b1f-805d-6bd7d9966f21 Jennifer WaltersSent: 11/7/2018 10:50:12 AM jennifer.walters@cityofdenton.comViewed: 11/8/2018 1:32:41 PM City SecretarySigned: 11/8/2018 1:33:05 PM City of Denton Signature Adoption: Pre-selected Style Security Level: Email, Account Authentication Using IP Address: 129.120.6.150 (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign In Person Signer EventsSignatureTimestamp Editor Delivery EventsStatusTimestamp Agent Delivery EventsStatusTimestamp Intermediary Delivery EventsStatusTimestamp Certified Delivery EventsStatusTimestamp Carbon Copy EventsStatusTimestamp Sherri ThurmanSent: 10/23/2018 11:30:08 AM sherri.thurman@cityofdenton.com City of Denton Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Jane RichardsonSent: 11/7/2018 9:57:11 AM jane.richardson@cityofdenton.com Assistant City Secretary City of Denton Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Carbon Copy EventsStatusTimestamp Jennifer BridgesSent: 11/8/2018 1:33:08 PM jennifer.bridges@cityofdenton.comViewed: 11/8/2018 2:35:25 PM Procurement Assistant City of Denton Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Jane RichardsonSent: 11/8/2018 1:33:09 PM jane.richardson@cityofdenton.comViewed: 11/9/2018 3:43:14 PM Assistant City Secretary City of Denton Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Notary EventsSignatureTimestamp Envelope Summary EventsStatusTimestamps Envelope SentHashed/Encrypted11/8/2018 1:33:09 PM Certified DeliveredSecurity Checked11/8/2018 1:33:09 PM Signing CompleteSecurity Checked11/8/2018 1:33:09 PM CompletedSecurity Checked11/8/2018 1:33:09 PM Payment EventsStatusTimestamps 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. 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.. 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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. 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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.