21-423ORDINANCE NO. 21-423
AN ORDINANCE OF THE CITY OF DENTON, A TEXAS HOME-RULE MUNICIPAL
CORPORATION, AUTHORiZING THE CITY MANAGER, OR HER DESIGNEE. TO
EXECUTE A CONTRACT WITH BAKER AND TAYLOR, LLC, AS AGENT FOR
BRIDGEALL LIBRARIES LIMITED, FOR LIBRARY COLLECTION ANALYSIS
SOFTWARE PACKAGE, COLLECTIONHQ AND ESP, WHICH IS THE SOLE PROVIDER
OF THIS SOFTWARE, IN ACCORDANCE WITH TEXAS LOCAL GOVERNMENT CODE
252.022, WHICH PROVIDES THAT PROCUREMENT OF COMMODITIES AND
SERVICES THAT ARE AVAILABLE FROM ONE SOURCE ARE EXEMPT FROM
COMPETITIVE BenDiNG, AND IF OVER $50,000 SHALL BE AWARDED BY THE
GOVERNING BODY; AND PROVEDING AN EFFECTrVE DATE (FILE 7478 – AWARDED
TO BAKER AND TAYLOR, LLC, AS AGENT FOR BRIDGEALL LIBRARIES LIMITED. IN
THE FIVE (5) YEAR NOT-TO-EXCEED AMOUNT OF $92,000.00).
WHEREAS, Section 252.022 of the Local Government Code provides that procurement
of items that are only available from one source, including, items that are only available from
one source because of patents, copyrights, secret processes or natural monopolies; films,
manuscripts or books; electricity, gas, water and other utility purchases; captive replacement
parts or components for equipment; and library materials for a public library that are available
only from the persons holding exclusive distribution rights to the materials; and need not be
submitted to competitive bids; and
WHEREAS, the City Council wishes to procure one or more of the items mentioned in
the above paragraph; NOW, THEREFORE,
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS:
SECTION 1. The following purchase of materials, equipment or supplies, as described
in the “File” listed hereon, and on file in the office of the Purchasing Agent, and the license
terms attached are hereby approved:
FILE
NUMBER VENDOR AMOUNT
7478 Baker and Taylor, LLC,
agent for Bridgeall Libraries Limited
$92,000.00
SECTION 2. The City Council hereby finds that this bid, and the award thereof,
constitutes a procurement of items that are available from only one source, including, items that
are only available from one source because of patents, copyrights, secret processes or natural
monopolies; films, manuscripts or books; electricity, gas, water, and other utility purchases;
captive replacement parts or components for equipment; and library materials for a public library
that are available only from the persons holding exclusive distribution rights to the materials; and
need not be submitted to competitive bids.
SECTION 3. The acceptance and approval of the above items shall not constitute a
contract between the City and the person submitting the quotation for such items until such
person shall comply with all requirements specified by the Purchasing Department.
SECTION 4. The City Manager, or her designee, is hereby authorized to execute any
contracts relating to the items specified in Section 1 and the expenditure of funds pursuant to said
contracts is hereby authorized.
SECTION 5. The City Council of the City of Denton, hereby expressly delegates the
authority to take any actions that may be required or permitted to be performed by the City of
Denton under this ordinance to the City Manager of the City of Denton, or her designee.
SECTION 6. This ordinance shall become effective immediately upon its passage and
approval.
The motion to approve this ordinance was made by se He Da U iS and
seconded by De b Ar N\1 AAa f , the oro d by
the following vote [k - Z] :
Aye Nay Abstain Absent
Mayor Gerard Hudspeth:
Birdia Johnson, District 1 :
Connie Baker, District 2:
Jesse Davis. District 3 :
John Ryan, District 4:
Deb Annintor, At Large Place 5 :
Paul Meltzer, At Large Place 6:
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PASSED AND APPROVED this the IOW day of (Y\creW-, 2021.
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ATTEST:
ROSA RIOS, CITY SECRETARY
’r72
APPROVED AS TO LEGAL FORM:
AARON LEAL, CITY ATTORNEY
BY:
Digitally signed by Marcella Lunn
DN: dc=com, dc=cityofdenton, dc=cc>dad,
ou=Department Users and Groups, ou=General
Government, ou=Legal, cn=Marcella Lunn,
email=Marcella.Lunn@cityofdenton.com
DocuSign Envelope ID: 821 B58EC-12FB-4433-BOE4-27C5D703C701
DENTON
Docusign City Council Transmittal Coversheet
FILE 1 7478
File Name I co11ection HQ
PurchasingContact G;bbY L"p'‘
City Council Target Date March 16’ 2021
Piggy Back Option
Contract Expiration
Ordinance
Not App11cab1 e
March 16 , 2026
21-423
DocuSign Envelope ID: 821 B58EC-12FB-4433-BOE4-27C5D703C701
br id
rias
Jennifer Reaves
Technical Services Manager
Denton Public Library
3020 N. Locust St
Denton TX, 76209
August 27th, 2020
Dear Jennifer,
Extension to your subscription to the collectionHQ and ESP Service
We, Bridgeall Libraries Limited, a company registered under the Companies Acts (company number
SC297736) and having our registered office and place of business at 1 Ainslie Road, Hillington Park
Glasgow, G52 4RU, have pleasure in offering to provide you, the addressee named above, with the under
noted Service subject to the terms and conditions for your initial subscription (as attached in this document).
Service Provision, over a web interface, of a subscription based, hosted
software application called collectionHQ, using data supplied to us by
you in accordance with the service description, details of which are
contained in the CHQ User Guide available in Academy
Subscription Period 5 Years commencing November 16th, 2020 through November
16th, 2025 for collectionHQ and ESP Basic services
The costs associated with the provision of the above Service are as follows:
Subscription Fee US $14,400 per annum for collectionHQ - (collectionHQ List
price $16,000)
US $4,000 per annum for ESP Basic services
Designated Libraries
Permitted Users 10 Concurrent users
Minimum Hardware and
Software Requirements
A supported Internet browser (see www.collectionhq.com for a list
of supported browsers)
A connection from your internal network to the Internet with a
minimum nominal speed of 8Mbps
Outbound FTP Access
Website Our website located at www.collectionhq.com (or such other domain
name as we may from time to time specify) from which the Service is
to be provided
Designated Contact(s):
Jennifer.Reaves@cityofdenton.com
DocuSign Envelope ID: 821B58EC-12FB4433-BOE4-27C5D703C701
Yours faithfully,
a.hhk,„,._
Roberto Rodriguez
Account Manager
For and on behalf of Bridgeall Libraries Limited
Acceptance on Denton Public Library behalf
3/17/2021
Date
DocuSign Envelope ID: 821B58EC-12FB4433-BOE4-27C5D703C701
THIS AGREEMENT HAS BEEN
BOTH REVIEWED AND APPROVED
as to financial and operational obligations
and business terms.
CITY OF DENTON, TEXAS
by:
B Y : B hRA HENSLEY
J&h+qa Wa
}}WAVWE
DocuSigned by:
Jennifer Bekker
PRINTED NAME
[NTERIM CITY MANAGER
Di rector of Llbrar1 es
TITLE
Lebrary
ATTEST:
ROSA RIOS, CITY SECRETARY
DEPARTMENT
'D<x:uSigned by:
BY:I RauRLor
IC5CA8C5EI 75493
APPROVED AS TO LEGAL FORM:
AARON LEAL, CITY ATTORNEY
DocuSigned by:
m&LInBY
DocuSign Envelope ID: 821B58EC-12FB4433-BOE4-27C5D703C701
STANDARD TERMS AND CONDITIONS FOR THE SERVICE
BEFORE USING THE SERVICE, PLEASE READ THIS THESE TERMS AND CONDITIONS AND THE
OFFER (COLLECTIVELY, THE “AGREEMENT”) CAREFULLY. BY ACCESSING OR USING THE
SERVICE, YOU ARE ACCEPTING THE TERMS OF THIS AGREEMENT. IF YOU DO NOT ACCEPT
THE TERMS OF THIS AGREEMENT, YOU MAY NOT
USE THE SERVICE.
This Agreement is a legal agreement between you and Bridgeall Libraries Limited, and governs
your rights and obligations regarding the Service.
1. Definitions
Term Meaning
the “Offer”The offer letter, offering you the collectionHQ
servIce.
the “Agreement”The Offer together with these Terms and
Conditions
references to “You” or “Your”The person or organization which has
accepted the Offer and thereby agreed to
receive the Service
references to “We“, “Our” or “Us”Bridgeall Libraries Limited
the “Software”The then current and core version of our
proprietary software application
collectionHQ, which both provides the Service
on our website and enables you to use the
Service. The core Software does not include
the optional Modules.
the “Service”Provision, over a web interface, of our
subscription based, hosted Software, using
data supplied to us by you in accordance
with the service description as detailed in the
CHQ User Guide available in Academy.
the “Commencement Date”The date this Agreement and the Service is
deemed to have commenced.
the “Subscription Period”The initial term of this Agreement
the “Designated Libraries”The maximum number of libraries authorized
to use the Service
the “Permitted Users”The maximum number of concurrent
authorized users that may use the service.
DocuSign Envelope ID: 821B58EC-12FB4433-BOE4-27C5D703C701
the “Modules”Optional packages of extra-functionality
software, which enhance the Software further
and which are not covered by the Subscription
Fee
The “Designated Contacts The email addresses to which all notices
under this agreement will be addressed
References to Clauses are to clauses of this Agreement. Terms defined in the Offer shall have
the same meaning in these terms and conditions.
Registration/Duration
2.1 We shall provide the Service to you upon the terms of the Agreement. This Agreement (and the
Service provided) shall commence on the Commencement Date and continue in effect through the
Subscription Period unless earIIer terminated in accordance with the terms of the Agreement.
3.
3.1
Equipment and Internet Connection
We shall provide the Service to you using the Internet. You are responsible for providing an
adequate connection to the Internet with a minimum connection speed not less than that specified
in the Offer.
3.2 You are responsible for obtaining and maintaining all equipment, hardware, third party software,
peripherals and any and all other communications facilities and equipment which may be required
from time to time to access and use the Service (and of at least the minimum hardware/software
specification as set out in the Offer) and for paying all charges incurred in relation to the use ofthese
4.
4.1
Data Supply
You agree that in order for us to provide the Service you shall utilize a suitable and reliable data
extraction mechanism, to extract, collect and convey data to be used for the Service to our
computer systems. Once such data is received by our systems our Software can provide the
Service to you and Permitted Users.
4.2 Consequently you hereby grant to us a non-exclusive license to use the data supplied by your
computer systems to ours for the term of this Agreement, for purposes including but not limited to
the following:-
(a)
(b)
providing the Service;
providing any future enhancements to the Software or Modules;
(c) our own internal records; and
(d)allowing an Internet Services Provider appointed by us to access such data to the extent
necessary to allow such Internet Services Provider to host the Software.
4.3 To provide an effective Service to you, it is important to ensure the reliability and integrity of data
supplied. Accordingly, you warrant that the data supplied
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(a)does not infringe the rights of any third parties, including without limitation copyright
owned by third parties;
(b)complies with all applicable laws and regulations; and
(C)will be accurate and will be updated on at least a monthly basis.
4.4
5.
5.1
For the avoidance of doubt, unless you comply with the terms of this clause 4 we shall have no
obligation to provide the Service.
Availability of Service
We will use commercially reasonable efforts to achieve the Service Targets set out in Appendix 1
However, whilst we will do what we reasonably can to ensure the availability of the Service at all
times, we cannot and do not offer a continuous or uninterrupted service and no warranty is given
in this respect. You acknowledge that certain aspects of the Service are dependent upon third
parties and upon your computers supplying us with data. Without prejudice to this generality, we
may at any time at our discretion:
(a)temporarily suspend or restrict access to the Service for the purposes of repair,
modification, maintenance or improvement or the implementation of new facilities or
performance of back-up or data archival; or
(b)give written instructions to you regarding the use of the Service which in our reasonable
opinion are necessary in the interests of security or to maintain or improve the quality
of the Service to you. You will use commercially reasonable endeavors to comply with
such instructions and, while they are in force, such instructions will be deemed to form part
of this Agreement.
However, where reasonably possible, we shall give notice of any suspension, undertake system
maintenance activity out of your normal working hours (assuming these are 9am until 5pm Monday
- Friday) and will restore the Service as soon as reasonably practicable after any such suspension.
5.2 You shall:
(a)grant us (or our employees and/or agents) access to your premises during normal
business hours and we and our employees and/or agents shall adhere to your policies and
procedures in relation to health and safety and security at all times;
(b)use reasonable endeavors to provide decisions, information or assistance to us on our
request in sufficient time and detail for us to provide the Service; and
(C)prepare the equipment, hardware, third party software, infrastructure and environment in
accordance with clause 3.2 and generally as required by us and to have access as
provided for in (a) and (b) above
in order for us to provide the Service in accordance with the Agreement. For the avoidance of
doubt if you do not comply with clause 5, we shall have no obligation to provide the Service.
6
6.1
Chanqes to Service
We reserve the right to enhance or otherwise change the Service or the Software from time to
time in order to improve the Service or Software we offer You.
DocuSign Envelope ID: 821B58EC-12FB4433-BOE4-27C5D703C701
7
7.1
Use of Service
Subject to your payment of the Subscription Fee as set out in the Offer, we grant to you a non-
exclusive, non-transferable right to access the Service for the duration of this Agreement for the
sole purpose of using the Service in relation to stock performance management for the
Designated Libraries.
7.2 You are permitted to print and download reports from the website for your own use provided that
no documents, information or related graphics on the website are modified in any way and no
graphics on the website are used separately from accompanying text and provided you otherwise
comply with the terms of this Agreement.
7.3 Unless otherwise stated by us on the website, the copyright and other intellectual property rights
in all material on the website and the Software are owned by us or our licensors. Any use of
reports from the website other than in accordance with Clause 7.2 above is prohibited.
7.4 Subject to Clause 7.2, no part of the website may be reproduced or stored in any other website or
included in any public or private electronic retrieval system or service without our prior written
permission. Such permission shall not be unreasonably withheld.
7.5 Upon acceptance of the Offer and subject to payment of the Subscription Fee, we shall provide
you with the usernames and passwords authorizing use of the website for the Permitted Users
specified in the Offer. You may issue these to Permitted Users who are your employees, or such
other types of users as are agreed by us on the basis that each username and password pair is
allocated to a single user only and only such users who have been allocated with a username and
password by you are entitled to use the Service. You agree that you shall not disclose
information in relation to the Software or provide any access whatsoever to any third party which
is not a Permitted User.
7.6 Additional pairs of usernames and passwords may be issued by us at our option upon your
request and we shall have the right to make an additional charge for these additional pairs or vary
monthly fees as a result of these additional users accordingly at our sole discretion. Any use
made of the Software and Service by anyone other than Permitted Users shall be deemed
unauthorized use.
7.7 You may not, and you shall procure undertakings from Permitted Users that they shall not:
(a)copy the Software for any purpose whatsoever other than normal automatic copying by
your computer of the Software for the sole purposes of enabling you and your Permitted
Users to use the Service on the website;
(b)use the Service or Software or any part of them on equipment of a type, category or for
additional users or libraries other than as permitted by this Agreement;
(C)modify, alter, loan, distribute, rent, assign, sub-license, transfer or otherwise provide
(whether electronically or otherwise) access to the website, or the Software utilized by the
website or any copy or part of it to anyone else or make the website or the Software
utilized by it available for use by others in any time sharing, service bureau or similar
arrangement or otherwise;
(d)except as permitted by applicable law, reverse engineer, disassemble, reverse translate
or in any way decode the website or the Software or any copy or part of them in order to
derive any source code or other information. You agree that the website and Software
contains valuable trade secrets and confidential information owned by us including but
not limited to the functionality, appearance and content of the website and Software
screens, the method and pattern of user interaction with the website and Software and
the content of the website. The Software source code and such valuable trade secrets
DocuSign Envelope ID: 821 B58EC-12FB-4433-BOE4-27C5D703C701
and confidential information are not licensed to you under this Agreement and must not
be disclosed to any third party.
7.8 All right1 title and interest including but not limited to copyrights and other intellectual property
rights of any nature in the website and the Software and resulting out of the delivery of the
Service are owned exclusively by us and you acquire no title or interest in the same other than
the right to use the website and the Software and receive the Service in accordance with this
Agreement.
8.
8.1
Support and Training
We shall provide you with access to a support helpdesk in respect of the Service between the
hours of 9.00 am and 5.00 pm, Monday to Friday (excluding Scottish public holidays) in accordance
with our then current support procedures as amended or updated by us from time to time. The
support helpdesk facility should be accessed by email to ensure all incidents are logged by our
Support Ticketing System.
On-site support shall not be provided by us as part of the Service, but may be provided with
your prior written consent where we deem it necessary and/or where we are unable to resolve
queries remotely. Upon mutual agreement, we shall be entitled to provide you with on-site support
whereby we will charge our standard daily rates from time to time (prorated if appropriate), and
you shall pay all reasonable travel and other costs and expenses incurred by us in relation thereto.
8.2 We shall provide such initial training regarding use of the Software and Service as we deem
appropriate including without limitation by way of the provision of documentation relative to the
Software and the Service. If you wish additional training throughout the Subscription Period, this
shall be the subject of separate agreement between you and us.
9.Escrow Aqreement
In accepting the Offer, you are agreeing to subscribe to a service (the Service) based upon
payment of an annual subscription fee (the Subscription Fee). As such, no Escrow arrangements
are applicable in relation to this Agreement.
10.
10.1
Consultancy Services
We do not need to provide you with additional chargeable Consultancy Services for you to be
able to fully use the Service. However, if you would like us to provide additional services for you
then these can be discussed on a case-by-case basis and quotations will be prepared as
appropriate.
10.2 Re-implementation for new library management systems.
If you change your library management system during your subscription to collectionHQ, we will
need to re-implement collectionHQ for you. The technical effort relating to this is almost the same
effort required for the initial implementation. The charge for us to set your collectionHQ instance
up with your new library management system will be 50% of your Set Up Fee list price.
11.
11.1
Payment
In consideration of the provision of the Service by us, you shall pay the Subscription Fee specified
in the Offer. Payment is due annually in advance for the Service to be provided in that year and
we shall invoice you accordingly.
11.2 Payment shall be within 30 days of the receipt of invoice.
11.3 The Software may be upgraded by us from time to time, offering new functionality or features, and
you must accept such changes to the Software as and when they are released by us. There shall
be no increase to the Subscription Fee for such new functionality or features. However, software
DocuSign Envelope ID: 821 B58EC-12FB-4433-BOE4-27C5D703C701
Modules may be offered to you from time to time which you may choose to subscribe to at extra
cost to the Subscription Fee, effective from the date you are granted access to such new
Modules. However, you will have the option not to subscribe to such new Modules.
11.4 All sums in the Offer are exclusive of sales taxes and duties which will be payable if applicable in
addition. The City of Denton is tax exempt and will provide a Certificate of Tax Exemption.
We reserve the right to increase subscription fees after the Subscription Period.
11.5 Without prejudice to any other right or remedy which we may have, we shall be entitled to charge
interest (both before and after judgement) on a daily basis on all sums overdue at the greater of
(i) the highest rate permitted by applicable law, or (ii) a rate of 1% per month from the date such
sums became due until paid in full. You will also be liable for all reasonable costs and expenses
incurred by us in collecting overdue sums.
11.6 in addition to the above, and again without prejudice to our other rights hereunder and in law,
should you fail to make any payment when due under this Agreement, we shall have the right by
notice in writing to suspend the Service and any and all other services being performed by us
without liability until the default is made good.
12. Termination
12.1 The Service terminates at the end of the Subscription Period. We may terminate the Service
forthwith at any time by notice with immediate effect to you if you:
(a)use, or permit use of, the website, Service or the Software otherwise than in accordance
with this Agreement; or
(b)fail to pay any sum rightly due hereunder within 30 days of the receipt of invoice.
12.2 You may terminate the Service
(a) by providing
Bridgeall Libraries Ltd. with at least 3 months notice in writing.
12.3 No refunds will be paid for termination unless you terminate under Clause 12.2, and termination is
during a payment period for which you have already paid, in which case we will refund a pro rata
amount to reflect the unexpired portion of the period for which you have pre-paid.
12.4 Termination of this Agreement shall not affect the accrued rights and liabilities of the parties
arising in any way out of this Agreement. Clauses which due to their nature are due to be
performed or observed following termination including but not limited to Clauses 7.8, 11, 12, 13,
14, 16 and 17 shall survive termination of this Agreement and shall remain in force and effect.
12.5 On termination or expiry of this Agreement, you shall destroy any downloaded or printed extracts
from the website and completely purge any copies of the Software from all of your systems
subject always to you retaining your collection management audit trail, all to your satisfaction for
which you seek agreement from us.
12.6
13. Compliance with Laws
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You will comply with all applicable laws and regulations in respect of your use of the Service
including but not limited to data protection and privacy laws and regulations. We reserve the right
to remove from our systems/records any material, content or data which we reasonably believe
may lead to a third party claim against us.
14.Data Protection and Privacy
By subscribing for the Service, you consent to our retention, use and disclosure of your details
solely for the purposes of delivering the Service to you. You are responsible for advising your
employees and other users and your customers about how we use information provided to us,
and for procuring any necessary consents.
15.
16
This Section is intentionally blank.
Availability
Whilst we will use our commercial reasonable endeavors to ensure that the Service will be available
to you (subject to Clause 5), and that data will be held securely and appropriately backed up,
no warranties are given in this regard and we specifically do not represent or warrant that
(a)the Service will be uninterrupted or error free and you acknowledge and agree that the
existence of such errors and/or the occurrence of interruptions shall not constitute a breach
of this Agreement; or
(b)defects out with our control in the Service will be corrected.
We are not responsible for being blocked by ISPs, firewalls, routers and/or software, devices or
equipment of a similar nature over which we have no control where this impacts on the provision
of the Service.
17 Passwords and Security
You shall be responsible for ensuring that any and all usernames and passwords provided to you
and/or your employees, for the purposes of accessing the Service are kept secure and disclosed
only to your employees who have a need to know such usernames and passwords. Without
prejudice to the foregoing, you shall ensure that the Service is not used by or on behalf of any
person1 other than you or any of your employees, or Permitted Users, who are not authorized
to do so. You are entirely responsible for any and all activities that occur in accessing and using
the Service using passwords issued to you or your Permitted Users. You shall immediately notify
us of any unauthorized use of the Service using your passwords or any other breach of security
but to avoid any doubt, we are not liable to you or anyone else for any loss or damage arising from
your failure to comply with the above.
18.
18.1
Confidentiality
In the course of the performance of its obligations and exercise of its rights under this Agreement,
the Parties both agree that each may acquire information and/or proprietary materials from the
other, which information is not generally known in the relevant trade or industry of either party or
third parties with which either party conducts or may conduct business. As used in this Agreement,
“Confidential Information” means all non-public information disclosed by one party or its agents (the
“Disclosing Party”) to the other party (the "Receiving Party”) that is clearly designated as
confidential Confidential Information includes, but is not limited to, (i) non-public information
relating to the Disclosing Party’s technology, customers, business plans, promotional and
marketing materials, statistics, technical information, finances and other business affairs, (ii)
third-party information that the Disclosing Party is obligated to keep confidential, and (iii) the
contents and provisions contained in this Agreement.
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Any information provided by us that is Confidential will be clearly labelled as “Confidential” at the time it is
provided. For the avoidance of doubt, we shall not use any of your data in presentation materials (unless the
data has been fully anonymised) without your prior written consent. We acknowledge that the City of Denton
must strictly comply with the Public Information Act, Chapter 552, Texas Government Code in responding to
any request for public information related to this Agreement. This obligation supersedes any conflicting
provisions of this Agreement. Determination of the public nature of the material is subject to the Public
Information Act, chapter 552, and Texas Government Code ,
18.2 The Receiving Party shall protect the Confidential Information by using the same degree of care,
but no less than a reasonable degree of care, to prevent the unauthorized use, dissemination, or
publication of the Confidential Information as The Receiving Party uses to protect its own
confidential information of like nature. The Receiving Party shall restrict disclosure of Confidential
Information to its employees, agents and assigns with a need to know and shall advise them of
the requirements of this Agreement.
18.3 Confidential Information does not include any information that: (i) is or becomes publicly available
without breach of this Agreement, (ii) can be shown by documentation to have been known to the
Receiving Party at the time of its receipt from the Disclosing Party, (iii) is received from a third
party who did not acquire or disclose such information by a wrongful or tortious act, or (iv) can be
shown by documentation to have been independently developed by the Receiving Party without
reference to any Confidential Information.
18.4 The Receiving Party may use Confidential Information only in pursuance of its business
relationship with the Disclosing Party. Except as expressly provided in this Agreement, the
Receiving Party will not disclose Confidential Information to anyone without the Disclosing Party’s
prior written consent. The Receiving Party will take all reasonable measures to avoid disclosure,
dissemination or unauthorized use of Confidential Information, including, at a minimum, those
measures it takes to protect its own confidential information of a similar nature.
18.5 The Receiving Party will restrict the possession, knowledge and use of Confidential Information to
its employees, agents and assigns (collectively, “Personnel") who (i) have a need to know
Confidential Information in connection with the parties’ business relationship, and (ii) when
requested by the Disclosing Party on a case by case basis, have executed written agreements
obligating them to protect the Confidential Information.
18.6 The Receiving Party may disclose Confidential Information as required to comply with binding
orders of governmental entities that have jurisdiction over it, provided that the Receiving Party: (i)
gives the Disclosing Party reasonable written notice to allow the Disclosing Party to seek a
protective order or other appropriate remedy, (ii) discloses only such information as is required by
the governmental entity, and (iii) uses commercially reasonable efforts to obtain confidential
treatment for any Confidential Information so disclosed.
18.7 All Confidential Information will remain the exclusive property of the Disclosing Party. The
Disclosing Party’s disclosure of Confidential Information will not constitute an express or implied
grant to the Receiving Party of any rights to or under the Disclosing Party’s patents, copyrights,
trade secrets, or trademarks or other intellectual property rights.
18.8 The Receiving Party will notify the Disclosing Party immediately upon discovery of any
unauthorized use or disclosure of Confidential Information or any other breach of this Agreement
by Receiving Party. The Receiving Party will cooperate with the Disclosing Party in every
reasonable way to help the Disclosing Party regain possession of such Confidential Information
and prevent its further unauthorized use.
18.9 The Receiving Party will return or destroy all tangible materials embodying Confidential
Information (in any form and including, without limitation, all summaries, copies and excerpts of
Confidential Information) promptly following the Disclosing Party’s written request. At the
Disclosing Party’s option, the Receiving Party will provide written certification of its compliance
with this Section.
19.
19.1
Liability
Neither party excludes or limits liability to the other for death or personal injury caused by its
negligence. The Parties expressly agree that no provision of the Contract is in any way intended to
constitute a waiver by Licensee (the City of Denton) of any immunities from suit or from liability that
the City of Denton may have by operation of law.
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19.2 In no event shall either party be liable to the otherfor: (a) loss of use, profits, business,
revenue or goodwill; (b) loss of data; (c) loss of savings (whether anticipated or otherwise); and/or
(d) indirect, special, punitive, incidental, exemplary, or consequential loss or damages of any kind
arising out of or relating to the Services provided under this Agreement even if such party has been
advised of the possibility of such damages.
19.3 We warrant that:
(a)we have the right to license all rights in and to the Software to you, and that the Software
supplied by us under this Agreement does not infringe the U.S. intellectual property rights
of any third party; and
(b)at the Commencement Date, and for the duration of the Agreement, the Service will
perform in substantial accordance with the User Guide as set out in the User Guide
document. However, you accept that improvements and enhancements to the Service
during the Subscription Period may significantly change the User Guide. The sole remedy
for breach of the warranty under this clause 19.3(b) shall be correction of Defects by us
within a reasonable time from notification by you of the Defect that constitutes such breach.
For the purposes of this clause, a “Defect” is an error in the Software or website that causes
the Service to fail to operate substantially in accordance with User Guide document.
19.4 THE SOLE REMEDY FOR A BREACH OF THE WARRANTY GIVEN IN CLAUSE 19.3(A) IS THAT
WE SHALL DEFEND, HOLD HARMLESS AND INDEMNIFY YOU AGAINST ALL LOSS,
DAMAGE, CLAIMS, LIABILITIES, FEES, COSTS AND EXPENSES ARISING OUT OF ANY
ACTION BROUGHT AGAINST YOU BASED ON A CLAIM THAT THE SERVICE INFRINGES
ANY U.S. INTELLECTUAL PROPERTY RIGHT OF ANY THIRD PARTY, PROVIDED THAT:
(a) we shall be notified promptly in writing of any such claim
(b) you shall make no admission or settlement of such claim without our prior written consent;
(c) we shall have sole control of the defense and any negotiations for compromise;
(d) you shall provide, at our expense, such assistance as we reasonably require.
19.5 THE WARRANTIES IN CLAUSE 19.3 ARE IN LIEU OF ALL OTHER EXPRESS OR IMPLIED
WARRANTIES OR CONDITIONS, AND WE MAKE NO OTHER WARRANTIES, EXPRESS OR
IMPLIED, BY STATUTE OR OTHERWISE. REGARDING THE SERVICES. SOFTWARE.
TECHNOLOGY, INTELLECTUAL PROPERTY. MATERIALS. INFORMATION OR OTHER
ITEMS PROVIDED OR MADE AVAILABLE UNDER THIS AGREEMENT. AND HEREBY
DISCLAIM ALL IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, IMPLIED
WARRANTIES OR CONDITIONS OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR
PURPOSE
19.6 OUR TOTAL LIABILITY UNDER THIS AGREEMENT REGARDLESS OF THE FORM OF
ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY,
OR OTHERWISE, SHALL NOT EXCEED A SUM EQUAL TO ONE YEAR’S SUBSCRIPTION
FEE
19.7 We shall not be liable if you are unable to access the Service or incur problems or loss when
using the Service because of any corruption, abuse or incorrect use of the website or usernames
and passwords or contravention of the terms of this Agreement (including any use of the Service
with equipment or other software which is incompatible) and/ or because of any variation or
modification to the website or Software which is unauthorized by us, and/or where the website or
Software has been used in contravention of the terms of this Agreement and/or in contravention
of the website terms and conditions and/or where the failure is due to factors external to the
website and Software including but not limited to damage or environmental conditions and/or
failures in other equipment or software and/or where the failure is due to incorrect, inaccurate, out
of date or corrupted data supplied by you.
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19.8 Any delays caused by you shall be added to any estimated timescales for provision of the
Service
19.9 We shall effect and maintain with a reputable insurance company, with a BEST Rating of
A- professional indemnity insurance in an amount not less than $1 million.
19.10 We shall hold employer's liability insurance in respect of our staff in accordance with any legal
requirement for the time being in force.
19.11 We shall produce to you, upon execution of contract, copies of the insurance policies referred to in
this clause or a broker’s verification of insurance to demonstrate that the appropriate cover is in
place, together with receipts or other evidence of payment of the latest premiums due under
those policies.
20.
20.1
Dispute Resolution
Each party shall use commercially reasonable efforts to resolve any disputes arising under this
Agreement in good faith as soon as practicable. If any dispute cannot be resolved to the
reasonable satisfaction of the parties within ten (10) days after the dispute arose, either party may
elect to escalate the dispute to a representative executive of each party.
20.2 Intentionally Omitted
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20.3
20.4
Intentionally Omitted.
Notwithstanding the foregoing, in the event of a violation of (a) a Party's proprietary or
confidentiality rights under clause 7, or (b) a party’s proprietary or confidentiality rights under
clause 18, nothing in this Section shall prohibit either party from immediately applying to a court
of competent jurisdiction for a temporary restraining order, preliminary or permanent injunction, or
other similar equitable relief.
21
21.1
General
This Agreement constitutes the entire agreement between you and us relating to the use of the
Service, the website and the Software and supersedes all other agreements or understandings
between us and you.
21.2
21.3
If any provision in this Agreement is deemed to be illegal or unenforceable the rest of the
provisions will remain in full force and effect.
Waiver of any breach or failure to enforce any term of this Agreement will not be deemed a waiver
of any breach or right to enforce which may thereafter occur. No waiver may be valid against any
party hereto unless made in writing and signed by the party against whom enforcement of such
waiver is sought and then only to the extent expressly specified therein.
21.4
21.5
21.6
Neither party will be liable for any failure or delay in performing its obligations, in terms of this
agreement, due to circumstances beyond its reasonable control
You may not assign this Agreement, in whole or in part, to any third party without our prior written
consent,
We are your independent contractor, and are not your employee or agent. Nothing in this
Agreement shall render or be construed to make us (including any of our agents, employees or
subcontractors) your partners, joint venturers, employees or agents.
21.7 Each party acknowledges that it is entering into this Agreement solely on the basis of the
agreements and representations contained in this Agreement, and that it has not relied upon any
representations, warranties, promises, or inducements of any kind, whether oral or written, and
from any source, other than those that are expressly contained within this Agreement. Each party
acknowledges that it is a sophisticated business entity and that in entering into this Agreement it
has had the opportunity to consult with counsel of its choosing.
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21.8 Notices to be given by us under this Agreement shall be in writing and may be given by email or
otherwise at our discretion and sent to the Designated Contacts within your organization as stated
on the offer. Notices by you must be given in writing and sent by either (a) post addressed to us
at our address at 1 Ainslie Road, Hillington Park Glasgow, G52 4RU as stated on the Offer or (b)
by email to contact@collectionhq.com or to such other address as we may notify to you from time
to time
21.9 The Contract is made under and shall be governed by the laws of the State of Texas, (without
giving effect to principles of conflicts of law) including, when applicable, the Uniform Commercial
Code as adopted in Texas, V.T.C.A., Bus. & Comm. Code, Chapter 1 , excluding any rule or principle
that would refer to and apply the substantive law of another state or jurisdiction. All issues arising
from this Contract shall be resolved in the courts of Denton County, Texas and the parties agree to
submit to the exclusive personal jurisdiction of such courts. The foregoing, however, shall not be
construed or interpreted to limit or restrict the right or ability of the City to seek and secure injunctive
relief from any competent authority as contemplated herein.
22. Seller acknowledges and agrees that the awarding or continuation of this Contract is
dependent upon the availability of funding. The City’s payment obligations are payable only and
solely from funds appropriated and available for this Contract. The absence of appropriated or other
lawfully available funds shall render the Contract null and void to the extent funds are not
appropriated or available and any deliverables delivered but unpaid shall be returned to the
Respondent. The City will not incur a debt or obligation to pay Respondent any amounts the City
does not have the current funds available to pay.
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Appendix 1
Service Targets
The collectionHQ service will be available 90% of the time 09.00
to 17.00 (your local time) Monday to Friday
Service Incidents The collectionHQ Support Team will seek to provide an initial
response within 24 hours and a follow up within a maximum 48
hours to service incidents and thereafter regularly updated until
a resolution is reached. All incidents must be raised initially via
our Helpdesk by email to support@collectionHQ.com
Non-Critical Enquiries ) Team will respond to non-critical
enquiries within 3 days, deliver an answer within 10 days, and
update status every 5 days. A non-critical inquiry is defined as
a request for information that has no impact on the service
quality if not answered or acted upon promptly
DocuSign Envelope ID: 821B58EC-12FB4433-BOE4-27C5D703C701
Exhibit CIQ
mNFt rCT OF INTEREST QUESTIONNAIRE -
For vendor or other person doing business with local governmental enti
lges made to the law4egular Session.
FORM CIQ
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.
N W Baker & Taylor
rD 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 originabr filed questionnaire was incomplete or inaccurate
d Name of local government officer about whom the information in this section is being disclosed.
Name of Officer
Tbis section2 (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?E ,„,H ,„,
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
nuned 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?
E „“E „„,
D,Describe each employment or business and family relationship with the local government officer named in this section
4
5
B] 1 have no Conflict of Interest to disclose.
LeeAnn Queen
'DocuSigned by:2/15/2021
IAMe$wlWdoing business with the governmental entity Date