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22-2293ORDINANCENO. 22-2293 AN ORDINANCE OF THE CITY OF DENTON, A TEXAS HOME-RULE MUNICIPALCORPORATION. AUTHORIZING THE CITY MANAGER TO EXECUTE A CONTRACTWITH MIDWEST TAPE, LLC, FOR THE PURCHASE OF STREAMING DIGITALCONTENT THROUGH THE HOOPLA SERVICE FOR THE LIBRARY, WHICH IS THESOLE PROVIDER OF THIS SOFTWARE, IN ACCORDANCE WITH TEXAS LOCALGOVERNMENT CODE 252.022, WHICH PROVIDES THAT PROCUREMENT OFCOMMODITIES AND SERVICES THAT ARE AVAILABLE FROM ONE SOURCE ARE EXEMPT FROM COMPETITIVE BIDDING, AND IF OVER $50,000, SHALL BEAWARDED BY THE GOVERNING BODY; PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE (FILE 8135 – AWARDEDTO MIDWEST TAPE, LLC, IN THE FIVE (5) YEAR NOT-TO-EXCEED AMOUNT OF $484,000.00). 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; need not be submitted to competitive bids; and WHEREAS, this procurement was undertaken as part of the City’s governmental function [libraries and library maintenance] ; and WHEREAS, the City Council wishes to procure one or more of the items mentioned in the above caption; 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: FILENUMBER VENDOR AMOUNT 8135 Midwest Tape, LLC $484,000.00 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; 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 their designee, is hereby authorized to execute the contract relating to the items specified in Section 1, attached hereto, and the expenditure of funds pursuant to said contract 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 their designee. SECTION 6. This ordinance shall become effective immediately upon its passage and approval. The motion to approve this ordinance was made by nhl Mk_ and seconded by aCe [kM) LL . This ordinance was passed and approved bythe following vote H -E : Aye Nay Abstain Absent Mayor Gerard Hudspeth:Vicki Byrd, District 1 :Brian Beck. District 2: Jesse Davis, District 3 : Alison Maguire, District 4: Brandon Chase McGee, At Large Place 5 : Chris Watts, At Large Place 6: V’ IZ V/ tr,/ \/L/ PASSED AND APPROVED thi, th, \t;b d,y ,f KJovernber . 2022 GERARD HUDSPETH, MAYOR ATTEST: ROSA RIOS, CITY SECRETARY A\\ \t IIII/ } [ i,/ed;a APPROVED AS TO LEGAL FORM: MACK RErNWAND, CITY ATTORNEY Digitally signed by Marcella LunnDN: cn=Marcella Lunn, o, ou=City I&f : n=1 =t= = ;c e I I a p 1 u n n 1(B) ( i t y o fd e n t o–-n.cDate: 2022.10.27 21 :54:29 <)5’00' I )BY:WUcLU\ DocuSign Envelope ID: A30108CC-22DB448E-BDD2444558916A70 DENTON Docusign City Council Transmittal Coversheet FILE 1 8135 File Name H,,p1, Digit ,1 CO,t,,t P,r,h„ingC,,t„t G ;bbY L"p'‘ City Council Target Date NOVEMBER 15’ 2022 Piggy Back Option Contract Expiration Ordinance Not App11cab1 e NOVEMBER 15 , 2027 22-2293 DocuSign Envelope ID: A30108CC-22DB448E-BDD24&t558916A70 CONTRACT BY AND BETWEEN CITY OF DENTON, TEXAS AND MIDWEST TAPE, LLC (Contract 8135) THIS CONTRACT is made and entered into this date 11/15/2022 , by and between Midwest Tape, LLC an Ohio limited liability company whose address is 1417Timberwolf Dr Holland, Ohio4352X 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 Contractor shall provide products in accordance with the City’s File # 8135 Hoopla Digital Content, 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)(b) (C)(d) (e) Special Terms and Conditions (Exhibit “A”); City of Denton’s File 8135 (Exhibit “B” on file at the office of the Purchasing Agent) ; Midwest Tape Terms and Conditions (Exhibit “C”); Certificate of Interested Parties Electronic Filing (Exhibit “D”); Form CIQ – Conflict of Interest Questionnaire (Exhibit "F") 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 agreement, Contractor certifres that Contractor’s signature provides written verification to the City that Contractor: (1) does notboycott Israel; and (2) will not boycott Israel during the term of the agreement 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 2274 of the Texas Government Code, City is prohibited hom 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. ByContract 8135 DocuSign Envelope ID: A30108CC-22DBJ148E-BDD2444558916A70 signing this agreement, Contractor certiPes that Contractor’s signature provides written \peri$cation tothe City that Contractor: (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of the agreement. Failure to meet or maintain the requirements under thisprovision will be considered a material breach. Prohibition on Contracts with Companies Boycotting Certain Firearm Entities and Firearm TradeAssociations 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 fuearm trade association. The terms “discriminate against a firearm entity or firearm trade association,” “firearm entity” and “firearm trade association” shall have themeanings ascribed to those terms in Chapter 2274 of the Texas Government Code. By signing this agreement, Contractor certifies that Contractor’s signature provides written verification to the City thatContractor: (1) does not have a practice, policy, guidance, or directive that discriminates against a $rearm entity or Prearm trade association; and (2) will not discriminate during the term of the contract against a $rearm 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 Sections 2252 and 2270 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 agreement, Contractor certiPes that Contractor’s signature provides written veripcation to the City that Contractor, pursuant to Chapters 2252 and 2270, is not ineligible to enter into this agreement and will not becomeineligible to receive payments under this agreement by doing business with Iran, Sudan, or a foreign terrorist organization . Failure to meet or maintain the requirements under this provision will be considereda 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 farther liability if the City of Denton determines, in its sole judgment, that this Contract meets the requirements under Chapter 2274, 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. IN WITNESS WHEREOF, the parties of these presents have executed this agreement in the year and day first above written. Contract 8135 DocuSign Envelope ID: A30108CC.22DB-H8E-BDD2-W558916A70 CONTRACTOR CITY OF DENTON, TEXAS aaTWaRMED SIGNATURE ,EY, CITY MANAGER Printed Name: Sue Bascuk ATTEST:ROSA RIOS. CITY SECRETARYTitle: v1 ce President 18008752785PHONE NUMBER sbascuk emi dwesttapes . comEMAIL ADDRESS APPROVED AS TO LEGAL FORM: MACK REINWAND, CITY ATTORNEY sbascuk@mldwesttape . comTEXAS ETHICS COMMISSION B Y : @1adP1295 CERTIFICATE NUMBER THIS AGREEMENT HAS BEENBOTH REVIEWED AND APPROVED as to financial and operational obligationsand business terms. J4h+.In Wa;}®l&kBIWE. DocuSigned by:Jennifer Bekker PRINTED NAME Di rector of LibrariesTITLE LibraryDEPARTMENT Contract 8135 DocuSign Envelope ID: A30108CC-22DB448E-BDD2J+44558916A70 Exhibit A Special Terms and Conditions 1. Contract Terms The contract term will be five (5) years, effective from date of award. The Contract shall commence upon the issuance of a Notice of Award by the City of Denton and shall automatically renew each year, from the date of award by City Council. The Contractor’s request to not renew the contract must be submitted in writing to the Purchasing Manager at least 60 days prior to the contract renewal date for each year. At the sole option of the City of Denton, the Contract may be further extended as needed, not to exceed a total of twelve (12) months. 2. Total Contract Amount The contract total shall not exceed $484,000. Contract 8135 DocuSign Envelope ID: A30108CC-22DBz148E-BDD2444558916A70 Exhibit C- Midwest Tape Terms and Conditions hoopla® Digital Media Agreement This hoopla Digital Media Agreement (“Agreement”) is made as of this 15TH day of NOVEMBER 20 22 (“Effective Date”) by and between City of Denton, Texas (the “Library”), and Midwest Tape, LLC WHEREAS, Midwest Tape’s hoopla Digital Media Platform (“hoopla,” the “Platform,” or the “hooplaPlatform”) allows participating libraries to provide their users with access to digital media content using smart phones, tablets, computers, streaming devices, and web browsers; WHEREAS, the Platform is designed to be accessible 24/7 and offers various licenses to media content in multiple formats, including, without limitation, movies, television programs, music, audiobooks, eBooks,and comics, subject to circulation limits (if any) and other settings established by the user’s library system;and WHEREAS, the Library wishes to make hoopla available to its authorized users (“Patrons”); NOW THEREFORE, in consideration of the promises and mutual covenants contained in this Agreement, and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,the Library and Midwest Tape (each a “Party” and collectively the “Parties”) agree as follows: 1.DEFINITIONS. The following definitions apply wherever these terms appear in this Agreement,including the Appendices: 1.1 “Digital Media Platform” means one or more computer programs or applications owned,maintained, and/or used by Midwest Tape to provide access to Digital Titles and/or to allow theLibrary to manage its offering and Patron use of Digital Titles, including the hoopla Application,hoopla Website, and Library Administration Website. 1.2 “Digital Titles” means any and all digital media content that Midwest Tape makesavailable to the Library and its Patrons via the Digital Media Platform during the Term of thisAgreement. 1.3 “Flex Borrow” or “Flex Circulation” means an OCOU Circulation, as defined in Appendix 2 to this Agreement. As set forth in the attached Appendix 2, a Flex Borrow occurswhen a Patron uses the hoopla Application or hoopla Website to borrow a Digital Title that is atthat time available to that user in the form of a one-copy/one-user (“OCOU”) license owned bythe Library. 1.4 “Flex License” means a one-copy/one user license (“OCOU License”), as set forth in theattached Appendix 2. 1.5 “hoopla Application” means one or more computer applications maintained, owned,and/or used by Midwest Tape to provide access for limited periods to Digital Titles (including the ability to browse, borrow, stream, download, and/or return such titles) using certain streamingdevices, smart phones, tablets, and/or other mobile devices. 1.6 “hoopla Website” means a Midwest Tape website (currently www.hoopladigital.com)that may be used to access, browse, borrow, stream, and/or return Digital Titles. 03/2021 11 Page DocuSign Envelope ID: A30108CC-22DB448E-BDD22144558916A70 1.7 “Instant Borrow” or “Instant Circulation” means a PPU Circulation, as defined in Appendix 2 to this Agreement. As set forth in the attached Appendix 2, an Instant Borrow occurswhen a Patron uses the hoopla Application or hoopla Website to borrow a Digital Title pursuantto a pay-per-use (“PPU”) license that is paid for by the Library. 1.8 “Instant License” means a pay-per-use license (“PPU License”), as set forth in theattached Appendix 2. 1.9 “Intellectual Property Rights” means all rights in and to patents, trademarks, servicemarks, trade names, copyrights, trade secrets, technology, software, designs, algorithms, know- how, as well as moral rights and all other intellectual and proprietary rights of any type under thelaws of any governmental authority. 1.10 “Library Administration Website” means one or more Midwest Tape website(s)(currently available at www.midwesttapes.com) that may be accessed and utilized by the Libraryto obtain OCOU Licenses, manage content available to Patrons in the Platform, and administer Library policies in regard to Patron use of the Platform. 1.11 “Library Online Catalog” means the website(s) owned, maintained, and/or used by or for the Library for the purpose of providing information to Patrons and/or the general public aboutthe Library and its various content offerings, policies, objectives, initiatives, and procedures. 1.12 “Marks” means any trademarks, service marks, trade names, logos, designs, icons,characters, cover art, styles, trade dress, or other indicators of source associated with any DigitalTitles, including without limitation all translations or transliterations of the foregoing in anylanguage, or any colorable imitations or modified versions thereof. 1.13 “Midwest Tape” means Midwest Tape, LLC and any of its parents, subsidiaries, oraffiliated entities that are engaged in the business of selling and distributing media content indigital form to libraries and library users via the Platform. 1.14 “Service Partners” means any third parties that provide digital storage, webhosting, ITservices, data analysis and processing, or distribution or other services to Midwest Tape inconnection with the Platform . 1.15 “Title Summary and Promotional Data” means, with respect to each Digital Title, thefollowing information and data that is made available to Library pursuant to this Agreement: (i) title; (ii) author(s), publisher, illustrator(s), narrator(s), actor(s), director(s), producer(s), studio(s),and similar descriptive information; (iii) if commercially used, the digital object identifier; (iv)narrative description or summary of the work; (v) cover art and image, graphics, and other images; (vi) copyright notice; and (vii) any other identifying information. 1.16 “Vendor” means any supplier to Midwest Tape of (i) Digital Title(s); (ii) Title Summaryand Promotional Data; and/or (iii) technology or services necessary for Midwest Tape to providethe Platform to the Library. 2.Library RIGHTS & OBLIGATIONS. 2.1 Riqhts. During the Term, and subject to all the terms and limitations set forth in this Agreement, Midwest Tape grants to the Library the non-exclusive and non-transferrable right todisplay and access the Platform and Title Summary and Promotional Data for the limited purpose 21 Page03/2021 DocuSign Envelope ID: A3C)108CC-22DB448E-BDD2JH4558916A70 of: (a) allowing Patrons to access, view, and borrow Digital Titles through the Platform andpursuant to this Agreement; (b) promoting awareness and authorized use of the Platform,including via postings on the Library Online Catalog; and (c) establishing and implementingLibrary-specific policies in regard to use of the Platform by the Library and Patrons, consistent with this Agreement and the requirements of the Platform. 2.2 Limitations. Except for the limited, non-exclusive, non-transferrable rights expresslygranted to Library under this Agreement, Library shall have no right in or to, or ownership of, the Platform, Digital Titles, hoopla Application, hoopla Website, Library Administration Website,Marks, Title Summary and Promotional Data, or any other artwork or materials delivered by or on behalf of Midwest Tape. The Library shall have no right to access, use, modify, or reproduce anyportion of any source code relating to the Platform, or to make, sell, or distribute any variations or derivative works of the Platform. The Library agrees to the support and protection of IntellectualProperty Rights (including but not limited to copyright and trademark protections), to discouragecopyright or trademark infringement, to use its best efforts to prohibit Patrons or others from engaging in such infringement (including by immediately notifying Midwest Tape of any known orsuspected violations of Intellectual Property Rights relating to use of the Platform or the Digital Titles), and to refrain from facilitating such activity. In addition, the Library will comply with allother requirements communicated by Midwest Tape with respect to any Intellectual Property Rights and the Marks. 2.3 No Public Performance Rights. The Library shall have no public performance rights inthe Digital Titles. Accordingly, the Library may not offer any Digital Titles as a performance inorder to entice Patrons or the general public to come to an event, sponsored by the Library orotherwise. 2.4 General Obligations. To facilitate the successful introduction of the Platform to Patrons, and the use of the Platform by Patrons, the Library shall: (a) regularly communicate to staff, Patrons, and the general public served that the Platform is available to Patrons; (b) providesuitable training opportunities to appropriate Library staff members, so that they understand thePlatform and can assist in the promotion and the use of the Platform by Patrons; (c) regularlyfeature prominent links and references to popular Digital Titles and the hoopla Website on the Library Online Catalog’s homepage; (d) incorporate MARC record data regarding Digital Titles in the Library’s catalog to enhance the discoverability of key content available in the Platform; (e)manage all funds designated or appropriated for use of the Platform; (f) participate in theimplementation of the Platform at the Library, including without limitation by providing MidwestTape with sufficient and accurate information to identify Patrons of the Library who are authorized to utilize the Platform; (g) provide Primary Support, as defined below; (h) perform requestedlinkage between the Platform and the Library Online Catalog, as well as reasonable technicalservices to support and maintain the Platform during the Term; and (i); notify Midwest Tape atleast three (3) business days before any change in any RSS links, ILS configuration, URLupdates, or other equipment or technology that could adversely impact the Platform and/or the use of the Platform , including any changes that could impact the process of Patron authentication. 2.5 Network Connectivity. The Library is responsible for providing a suitable network and Internet system for integration of the Platform into the Library Online Catalog or other systems. 2.6 Use of the Library Administration Website. The Library agrees that it is solelyresponsible for managing its use of the Library Administration Website and using that website asdesigned an in accordance with the Terms and Conditions posted on that website, including by 31 Page03/2021 DocuSign Envelope ID: A30108CC-22DB448E-BDD2444558916A70 establishing, verifying, and maintaining any settings and controls regarding use of the Platformby Patrons (e.g. , limitations on circulations, content restrictions, reporting preferences, etc.). 2.7 Library Systems. The Library is solely responsible for all aspects of catalog integration,operation, training, support, and/or maintenance necessary for the operation of theirsystems. This may include direct integration of the Platform with the Library’s own systems such as the Library Online Catalog or Library Management System. The Library shall keep its hoopla account information current with Midwest Tape and promptly alert Midwest Tape to any significantchanges relating to the systems, including but not limited to changes of personnel that could impact the support, functionality, and/or performance of the Platform. 2.8 Primary Support. The Library is responsible for providing its Patrons with “PrimarySupport,” which includes assisting Patrons with the use of the Platform, responding to Patronquestions regarding the functionality and technical requirements of the hoopla Website and the hoopla Application, and helping Patrons with the process of communicating with Midwest Tapewhere necessary and appropriate to obtain additional support and technical assistance. 2.9 No Warranties or Representations to Others. The Library represents and agrees that,except for the representations, warranties, and promises made to Midwest Tape in this Agreementor under the Terms and Conditions applicable to the Library Administration Website, neither theLibrary nor any of its employees, has made or will make any representations or warranties,expressed or implied, to anyone concerning the Platform, Digital Titles, hoopla Application, hooplaWebsite, and/or Library Administration Website. 2.10 Compliance with Applicable Laws and Regulations. The Library will, at its ownexpense, comply with all applicable laws, ordinances, rules, regulations, and other legalrequirements in connection with the Library’s performance under this Agreement. 2.11 Costs and Expenses. The Library is responsible for all of its own expenses and costsrelated to its performance under this Agreement. Midwest Tape has no obligation to reimbursethe Library for any expenses or costs incurred by the Library related to this Agreement or to the performance of the Library's obligations, including but not limited to any expenses and costsincurred in the preparation, systems integration, or use of the Digital Media Platform, Library Administration Website, hoopla Website, and hoopla Application. 3.FEES, PAYMENTS & REPORTING. 3.1 Advance. On or before the Effective Date, the Library shall remit to Midwest Tape anadvance/down payment (“Advance”) in the amount of $ , i.e., the amountindicated for the Library’s service-area population in the attached Appendix 1. These funds will be applied toward payment of future invoices for transactions relating to the use of the Platformby the Library and Patrons (see, e.g., Appendix 2), unless the Library notifies Midwest Tape onor before the Effective Date that the Library instead prefers to use such funds to pay MidwestTape for hoopla promotional materials, events, or communication efforts in connection with the introduction of hoopla to Library Patrons. Upon written notice to Midwest Tape, the Library maychoose to send additional funds to Midwest Tape to reestablish or replenish the Advance. 3.2 Invoicing and Payment. Except for purchases of Flex Licenses (which will be invoicedafter each purchase by the Library), Midwest Tape will invoice the Library by Invoice Period.“Invoice Period” means a calendar monthly period in which transactional activity occurs. Paymentof each invoice will be due within thirty (30) days from the date of the invoice. During any period 41 Page03/2021 DocuSign Envelope ID: A30108CC-22DBJH8E-BDD2=U4558916A70 in which Midwest Tape is holding an Advance from the Library, Midwest Tape will apply theAdvance funds toward payment of the invoice upon issuance. If the Library has any remainingAdvance funds on account upon expiration or termination of this Agreement, Midwest Tape willnotify the Library and refund any unencumbered and unapplied monies upon the Library’s written request 3.3 Reporting. Through the Library Administration Website, the Library will have access tocertain reports summarizing Patron usage, circulation data, and purchase activity for the DigitalTitles 3.4 Taxes. The Library is required to provide a sales tax exemption certificate, if applicable,to Midwest Tape as part of the on-boarding process. If the Library is not exempt or does not doso, Midwest Tape will add (and collect) sales taxes to any purchases made pursuant to thisAgreement. 4.TERM AND TERMINATION. 4.1 Term. The term of this Agreement (the “Term”) begins on the Effective Date and continuesfor a period of 12 months thereafter. Upon expiration of the Term, the Library has the option torenew for two additional 12 month terms , unless either Party has provided written notice of non- renewal to the other party at least sixty (60) days prior to the end of the Term. 4.2 Termination. This Agreement may be terminated in either of the following ways: By Notice. Either Party may terminate this Agreement, with or without cause, at the endof the Term by providing the other Party with sixty (60) days’ advance written notice priorto the end of the Term. Due to Breach. Either Party may suspend its performance or, at that Party’s sole option, terminate this Agreement by providing the other Party with written notice of such action inthe event of (i) the other Party’s material breach of this Agreement, which breach continuesuncured for a period of thirty (30) days after written notice of such breach; or (ii) theLibrary’s failure to perform its payment obligations under this Agreement for a period of at least thirty (30) days. Upon termination of this Agreement, the Library shall immediately (i) cease distribution and use of the Platform, hoopla Application, hoopla Website, Digital Titles, Marks, Metadata, andPromotional Postings; and (ii) pay all amounts due to Midwest Tape. Once the Library satisfiesthese obligations, any unapplied portion of an Advance payment will be refunded within thirty (30)days 5.MIDWEST TAPE RIGHTS & OBLIGATIONS. 5.1 The hoopla Platform. Midwest Tape and/or its Service Partners will: (a) host and supportthe Platform as provided in this Agreement; (b) designate an implementation specialist (“hooplaCoordinator”) to be available for customer support to the Library in connection with the launchand implementation of the Platform; and (c) provide the Library with access to the LibraryAdministration Website, which offers tools to enable the Library to manage use of the Platform, including in regard to its inventory, Patron borrowing limits, lending policies, title blocking, ratings-and user-advisory settings, usage dashboard, and reporting. 51 Page03/2021 DocuSign Envelope ID: A30108CC-22DB448E-BDD2-+44558916A70 5.2 Ownership of Vendors’ Intellectual Property. Subject to the provisions of thisAgreement, hoopla vendors retain all of their Intellectual Property Rights in and to their DigitalTitles, Metadata, Marks, and Promotional Postings, artwork, and other property that may beutilized or accessed in connection with the Platform. 5.3 Ownership of Midwest Tape’s Intellectual Property. As between the Parties, Midwest Tape owns and retains all Intellectual Property Rights in and to the Digital Media Platform, hooplaApplication, hoopla Website, Library Administration Website, Midwest Tape and hoopla and hoopla digital trademarks, and all other Midwest Tape intellectual property, including but notlimited to all modifications, updates, or improvements made thereto. The Library acknowledgesMidwest Tape’s ownership of such Intellectual Property Rights. 5.4 Modifications to Digital Media Platform. Midwest Tape has the right to modify, at anytime, the Platform, hoopla Application, hoopla Website, Library Administration Website, and other aspects and features of hoopla in Midwest Tape’s sole discretion, including, without limitation, in order to develop, modify, or improve operations, performance, or functionality. 5.5 Addition, Removal, and Modifications of Digital Titles. Midwest Tape has the right to take any or all of the following actions with respect to any Digital Title(s) at any time and in its solediscretion: (a) add or remove Digital Titles to or from the Platform; (b) set or adjust the applicablefees and charges, including, without limitation, PPU Circulation Fee(s), OCOU License Fees,and/or other charges relating to the Platform and/or the media content available on the Platform; (c) replace content files, Metadata, and/or Promotional Postings; and (d) edit or modify editorialcontent or designs. The Library will be notified by email, the Library Administration Website, orother means of major modifications to the functionality of the Platform. 5.6 Promotion of the Platform. Midwest Tape may, at its own expense and in its own discretion, publicize the Platform and communicate with the general public and Patrons regarding the availability, features, and use of the Digital Titles, Digital Media Platform, hoopla Application,and hoopla Website. 5.7 Support. Midwest Tape will support the Platform by maintaining help files, information,and other appropriate documentation and training materials. Midwest Tape will undertake reasonable efforts to help the Library perform the Library’s obligation to provide Primary Supportto Patrons, including by offering periodic training opportunities to Library staff, updating the Library regarding system changes, and providing the Library with answers to “frequently asked questions”related to the Platform. Midwest Tape will supply activation support, including assisting with the implementation of anysoftware, and reasonable levels of continuing support to assist the Library in its use of thePlatform. Midwest Tape will make technical support personnel available for feedback, problemsolving, and/or general questions. Technical support services to the Library include: (i) reasonable efforts to identify, correct, and/or circumvent errors in the Platform , hoopla Application,hoopla Website, and Library Administration Website; and (ii) supplying updates, enhancements,and new versions of the Platform as they become available (the “Secondary Support”). Midwest Tape has no obligation to provide Primary Support to Patrons and any support provided byMidwest Tape to Patrons will be in Midwest Tape’s sole discretion. Midwest Tape will use reasonable efforts to provide continuous service. Permissible down timeincludes periodic unavailability due to matters such as: maintenance of the server(s); installation or testing of software, public or private telecommunications services, or internet nodes or facilities; 61 Page03/2021 DocuSign Envelope ID: A30108CC-22DB448E-BDD24#1558916A70 and failure of equipment or services outside the control of Midwest Tape. Scheduled down timewill occur periodically and at times designed, in Midwest Tape’s sole discretion, to minimizeinconvenience to hoopla users. 6.MISCELLANEOUS. 6.1 NO WAIVER OF GOVERNMENTAL IMMUNITYLThe Parties expressly agree that no provision of the Contract is in any way intended to constitute a waiver by the City of Denton ofany immunities from suit or from liability that the City of Denton may have by operation of law. 6.2 Confidential Information. “Confidential Information” means any non-public information of either Party that is disclosed to the other Party in connection with this Agreement either directly or indirectly, in writing, orally, electronically, or by inspection of tangible objects, and that is either: (a) designated in writing as “Confidential” at the time of disclosure or within five (5) days thereafter;or (b) confidential by its very nature or that the receiving Party reasonably should know to beconfidential. Confidential Information includes, without limitation, the terms of this Agreement, anyand all non-public business plans, customer information, pricing, contract terms, available contentand sales, marketing and/or finances of the disclosing Party. Each Party agrees to hold the Confidential Information of the other Party in confidence and to refrain from disclosing suchConfidential Information to any third party, except: (i) to the extent required to be disclosed pursuant to governmental or judicial process, provided that notice of such process is promptlyprovided to the disclosing Party in order that it may have every opportunity to intercede in such process to contest such disclosure or seek an appropriate protective order; or (ii) to the receivingParty’s professional advisors and contractors on a need to know basis, provided that suchadvisors and contractors are under an obligation to maintain the confidentiality of the ConfidentialInformation. Confidential Information is the property of the disclosing Party, and the receivingParty will not be deemed by virtue of its access to Confidential Information to have acquired any right or interest in or to any such Confidential Information. Confidential does not affect eitherParty’s right to use or disclose information that is not Confidential Information, includinginformation that is in the public domain or that the receiving Party can show was known to itwithout any confidentiality obligation prior to the disclosure by the disclosing Party.6.3Midwest Tape acknowledges that the City of Denton must strictly comply with the PublicInformation 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 theAgreement,All material submitted by Midwest Tape to the City of Denton shall become property of The Cityof Denton upon receipt. Any portions of such material claimed by Midwest Tape to be proprietary must be clearly marked as such. Determination of the public nature of the material is subject tothe Texas Public Information Act, Chapter 552 and Texas Government Code. 6.4 Assignment. Except as provided herein, neither Party may, by operation of law orotherwise, assign, sublicense, or otherwise transfer any of its rights or obligations under this Agreement without the prior written consent of the other Party, which may not be unreasonablywithheld or delayed. Either Party may assign, transfer, or otherwise delegate any or all of its rights and obligations under this Agreement to any parent or subsidiary entity, any successor carrying on that part of the business to which this Agreement relates, or any purchaser of all orsubstantially all of the assets or stock of such Party. Each Party may appoint contractors toperform part of its obligations hereunder, provided that the Party remains fully responsible for 71 Page03/2021 DocuSign Envelope ID: A30108CC-22DBz148E-BDD2-+44558916A70 such contractor’s performance. This Agreement binds, benefits, and is enforceable by andagainst both Parties and their respective successors and permitted assigns. 6.5 Governing Law. This Agreement is made pursuant to and will be construed and enforcedin accordance with the laws of the state of Texas. Any legal suit, action or proceeding arising out of or related to this Agreement, the Services or the Deliverables or any transactions contemplatedby this Agreement, shall be instituted exclusively in the courts of the State of Texas, DentonCounty and each Party irrevocably submits to the exclusive jurisdiction of such courts in any suchsuit, action or proceeding. Service of process, summons, notice or other document by mail tosuch Party's address set forth herein will be effective service of process for any suit, action or other proceeding brought in any such court. 6.7 Notices. Notices required by this Agreement must be sent by United States mail, as well as by electronic mail (or by facsimile), directed as follows: To Midwest Tape: Midwest Tape, LLC: 1417 Timberwolf Dr To Library: Library: City of Denton, Texas Attn: City Manager 215 East McKinney St Denton, Texas 76201Holland, Ohio 43528 info@midwesttapes.com 1 (800) 875-2785 1 (940) 349-7100 6.8 Amendment. No amendment, modification, addendum, or revision to this Agreement is valid unless it is in writing and signed by all Parties to this Agreement. 6.9 Arms-Length Negotiations. This Agreement was negotiated at arm's length with eachParty receiving advice from independent legal counsel, and has been executed and delivered in good faith . It is the intent of the Parties that no part of this Agreement should be construed againstany Party because of the identity of the drafter. 6.10 Counterparts. This Agreement may be executed in counterparts, each of which taken together constitutes one single Agreement between the Parties. 6.11 Entire Aqreement/Non-Reliance. This Agreement constitutes the sole and entireagreement between the Parties and supersedes and merges all prior agreements, proposals,negotiations, discussions, and understandings between the Parties relating to the subject matterof this Agreement. No Party has relied or can rely on any statement or representation that is not expressly contained in this Agreement as an inducement to enter into this Agreement. 6.12 Force Majeure. No Party may be considered in default or to have incurred any liability hereunder due to any failure to perform this Agreement should such failure arise solely out ofunexpected and uncontrollable causes only , including, work stoppages, fires, riots, accidents,floods, storms, unavailability of utilities or fuel, Internet or other communication failures, or other similar failures or occurrences. The time for performance will be extended for a period equal tothe duration of such conditions. 81 Page 03/2021 DocuSign Envelope ID: A30108CC-22DBJU8E-BDD2dkU558916A7C> IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed by their dulyauthorized representatives as of the Effective Date first written above ACCEPTED AND AGREED ACCEPTED AND AGREED TX PrintT;mPs;r£-''Hens1 e MIDWEST TAPE, LLC/--DocuSlgned by: BY:1 gut, £uscul Prini-NgFFgT€if:9%is cu k Print Title: c1 ty Manager PrlntTltle: vice President Date Signed: 11/15/2022 Date Signed: 10/26/2022 91 Page03/2021 DocuSign Envelope ID: A30108CC-22DB448E-BDD2444558916A70 Appendix 1 Advance Schedule Population of Library SystemArea > 1,000,000 500,000 - 999,999 300,000 - 499,999 200,000 - 299,999 100,000 - 199,999 50,000 - 99,999 16,000 - 49,999 8,000 - 15,999 0 – 7,999 Advance in U.S. Dollars $200,000 $100,000 $75,000 $50,000 $35,000 $20,000 $10,000 $5,000 $2,000 Advance (Fill in blanks below according to Schedule above.) Population of Library System Area 101 Page03/2021 DocuSign Envelope ID: A30108CC-22DBZH8E-BDD2444558916A70 Appendix 2 hoopla® Licenses and Distribution Models The chart below describes the distribution models included in Midwest Tape’s hoopla offering as of theEffective Date, including the digital media licenses that are available via the Digital Media Platform. Instant B©rrows Flex Borrows Licensetype I ppu (Pay-Per Use) I ocou (One-Copy/One-User) Circulations /Borrows An Instant Title is a work that is available for simultaneous access by multiple users. Instant Titles may be accessed via PPU Circulations, otherwise referred to as Instant Borrows, each of which allows a user to stream, download, and/or access thechosen title for a limited time that terminates upon the expiration of a fixed period or earlier “return” by theuser. Instant Borrows are available regardless of whether another user hasborrowed the same title for use at the same time. For each Instant Borrow, the Library purchases one Instant License to authorize that particular borrow. A Flex Title is only available to one user at a time, via a digital OCOU Circulation,otherwise referred to as a Flex Borrow. If the Library has an available Flex License to a Flex Title, a Library user may activate a Flex Borrow and that license is digitallychecked out and considered “in use." Other users cannot access that title during that borrow unless (i) the Library has purchased additional Flex Licenses to the same title, one of which is available at that time, or (ii) the same title also is available as an Instant Title. A Flex Borrow allows a user to stream, download, and/or accessthe title for a limited time that terminates upon the expiration of a fixed period or earlier “return" by the user. Available formats All formats (audiobooks, eBooks, I Currently available only for audiobooks comics, movies, television, and music). I and eBooks. Payment obligations A PPU.Circulation Fee is charged foreach Instant Borrow. The fees, which are listed on the Library Administration Website, vary by title and format, and are subject to change from time to time. The fee is charged regardless of whether the borrowed title is actually accessed, viewed, streamed, or downloaded by the user. Fees for Instant Borrows are invoiced monthly. Flex Licenses are available for purchase via the hoopla Library Administration Website. The costs of these licenses vary by title and format. Fees for Flex Licenses are invoiced after each purchase (typically daily). 03/2021 111 Page DocuSign Envelope ID: A30108CC-22DB448E-BDD2-+44558916A70 Instant Borrows I Flex Borrows Borrow prIority To optimize Libraries’ media purchases, Flex Borrows are prioritized over Instant Borrows when possible. Therefore, if a user requests an Instant Borrow, and atthat time a Flex License to that title is available, the borrow will be fulfilled as a Flex Borrow and no PPU-Circulation Fee will apply. Same. To optimize Libraries’ purchases, Flex Borrows are prioritized over Instant Borrows when possible. Metering restrictions N/A A Flex License may be either perpetual, or “metered." Some publishers do not offer perpetual licenses, but instead offermetered licenses. Metered licenses are limited by time period and/or number ofpermitted borrows, as described in the Library Administration Website. Pre-Owned Content If the Library has acquired OCOU Licenses from another source (Pre-Owned Content), Midwest Tape may be able to include them as Flex Licenses on hooplafor the Library’s users. The Library is responsible for providing Midwest Tapewith an accurate list of Pre-Owned Content, to enable Midwest Tape to determine whether any or all of it may be included on hoopla for the Library’s users. The format to be used for listing the Library’s Pre-Owned Content, including the required certification, is set forth on Schedule 1 to Appendix 3. N/A 121 Page03/2021 DocuSign Envelope ID: A30108CC-22DB448E-BDD2444558916A70 Exhibit D Certificate of Interested Parties Electronic Filing In 2015, the Texas Legislature adopted House Bill 1295, which added section 2252.908 of the Government Code. The law states that the City may not enter into this contract unless the Contractor submits a disclosure of interested parties (Form 1295) to the City at the time the Contractor submits the signed contract. The Texas Ethics Commission has adopted rules requiring the business entity to file Form 1295 electronically with the Commission. Contractor will be required to furnish a Certificate of Interest Parties before the contract is awarded, in accordance with Government Code 2252.908. The contractor shall: 1. 2 3 4 5 6. Log onto the State Ethics Commission Website at : https://www .ethics.state.tx.us/filinginfo/ 1295/ Register utilizing the tutorial provided by the State Print a copy of the completed Form 1295 Enter the Certificate Number on page 2 of this contract. Complete and sign the Form 1295 Email the form to purchasing@cityofdenton.com with the contract number in the subject line. (EX: Contract 1234 – Form 1295) The City must acknowledge the receipt of the filed Form 1295 not later than the 30th day afterCouncil award. Once a Form 1295 is acknowledged, it will be posted to the Texas Ethics Commission’s website within seven business days. Contract 8135 Dc’cuSign EnveIQpe ID: A30108CC-22DB-+48E-BDD2444558916tali bit E- Form CIQ CONFLICT OF INTEREST QUESTIONNAIREFor vendor or other Derson doing business with local governmental entit' ges made to the law by H.B. 23, 84th Leg., Regular 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) and by City of DentonEthics Code. Ordinance 18-757. By law this questionnaire must be filed with the records administrator of the local government entity not later than the 7th business day after thIdate 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.misdemeanor.a M An offense under this section is a Midwest Tape, LLC 2 [X]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 dayafter the date on which you became aware that the originally filed questionnaire was incomplete or inaccurate.) d Name ,f local go„ernment officer about whom the information in this section is being disclosed. Name of Officer Describe each employment or other business relationship with the local government officer, or a family member of the officer, as described by Section 176.003(a)(2)(A). Also describe any family relations hip with the local government 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 176.00 1(1-a), Local Government CodeAttach 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?n *”= ~. 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?E] Yes a 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?n ,“E ... D Describe each employment or business and family relationship with the local government officer named in this section. 4 5 La 1 have no Conflict of Interest to disclose. IAb Hilth the govemmental entityMl 10/26/2022 Date DocuSign Envelope ID: A30108CC-22DB448E-BDD24&1558916A70 CONFLICT OF INTEREST QUESTIONNAIRE For vendor doing business with local governmental entity A complete copyofChapter 176 ofthe Local Government Code may be found at http://www.statutes.legis.state.tx.ug Docs/LG/htm/LG 1 76.htm. For easy reference, below are some of the sections cited on this form, Local Government Code q 176.001{1-a): "Business relationship" means a connection between two or more parties based on commercial activity of one of theparties. The term does not include a connection based on: (A) a transaction that is subject to rate or fee regulation by a federal, state, or local governmental entity or an agency of a federal, state, or local governmental entity;(B) a transaction conducted at a price and subject to terms available to the public; or (C) a purchase orleaseofgoods or services from a person that is chartered by a state or federal agency and that is subject to regular examination by, and reporting to, that agency. Local Government Code $ 176.003{a}{2){A) and (B): (A) Alocal government officer shall file a conflicts disclosure statement with respect to a vendor if: (2) the vendor: (A) has an employment or other business relationship with the local government officer or a family member of the officer that results in the officer or family member receiving taxable income, other than investment income, that exceeds $2,500 during the 12-month period preceding the date that the officer becomes aware that (i) acontract between the local govemmental entity and vendor has been executed; or (ii) the local governmental entity is considering entering into a contract with the varck)c (B) has given to the local govemment officer or a family member ofthe officer one or more gifts that have an aggregate value ofmore than $ 100 inthe 12-month periodpreceding the date the officer becomes aware that (i) a contract between the local governmental entity and vendor has been executed; or (ii) the local govemmental entity is considering entering into a contract with the vendor. Local Government Code $ 176.006(a) and {a-1 ) (a) A vendor shall file a completed conflict of interest questionnaire if the vendor has a business relationship with a local governmental entity and.( 1) has an employment or other business relationship with a local government officer of that local governmental entity, or a family member ofthe officer, describedby Section 176.003 (a)(2)(A); (2) has given a local govemment officer of that local governmental entity, or a family member of the officer, one or more gifts with the aggregate value specified by Section 176.003(a)(2)(B), excluding any gift described by Section 176.003(a-1); or(3) has a family relationship with a local government officer of that local governmental entity, (a-1) TIle completed conflict of interest questionnaire must be filed with the appropriate records administrator not later than the seventh business dayafter the later of (1) the date that the vendor (A) begins discussions or negotiations to enter into a contract with the local governmental entity; or (B) submits to the local governmental entity an application, response to a request for proposals or bids, correspondence, or another writing related to a potential contract with the local governmental entity; or(2) the date the vendor becomes aware: (A) of an employment or other business relationship with a local government officer, or a family member of the officer, described by Subsection (a); (B) that the vendor has given one or more gifts described by Subsection (a); or(C) of a family relationship with a local government omcer. City of Denton Ethics Code Ordinance Number 18-757 Definitions Relative: a family member related to a City Official within the third 3M degree of affinity (marriage) or consanguirrity (blood or adoption) City Official: for purpose of this article, the term consists of the Council Members, Department Heads, or member of the Board of Ethics, Planning and zoning Commission Members, Board of Adjustment, Historic Landmark Commission, or Public Utilities Board Vendor: a person who provides or seeks to provide goods, services, and/or real property to the City in exchange for compensation. This definition does not include those property owners from whom the City acquires public rightof-way or other real property interests for public use. Per the City of Denton Ethics Code, Section 2-273. – Prohibitions (3) it shall be a violation of this Article for a Vendor to offer or give a Gift to City Official exceeding fifty dollars (850.00) per gift, or multiple gift cumulatively valued at more than two hundred dollars (8200.00) per a single fiscal year. Per the City of Denton Ethics Code, Section 2-282. – Disposition (b), (5) Ineligibility If the Board of Ethics finds that a Vendor has violated this Article, the Board may recommend to the City Manager that the Vendor be deemed ineligible to enter into a City contract or other arrangement for goods, services, or real property, for a period of one (1 ) year, 'orm provided by Texas Ethics Commission www. ethics .state.tx . us Revised 11/30/2015 [kx:uSign Certificate Of Completion Envelope Id: A30108CC22DB448EBDD2444558916A70 Subject: Please DocuSign: City Council Contract 8135 Hoopla Digital Content Source Envelope' Status: Completed Document Pages: 20 Certificate Pages: 6AutoNav: Enabled Signatures: 8 Initials: 1 Envelope Originator: Gabby Leeper 901 B Texas Street Envelopeld Stamping: Enabled Time Zone: (UTC-06:00) Central Time (US & Canada) Denton, TX 76209 Gabby.Leeper@cityofdenton.com IP Address: 198.49.140.10 Record Tracking Status: Original10/25/2022 9:24:27 AM Holder: Gabby Leeper Gabby.Leeper@cityofdenton.com Location: DocuSign Signer Events Gabby Leeper gabby.leeper@cityofdenton.com Buyer City of Denton Security Level: Email, Account Authentication(None) Electronic Record and Signature Disclosure:Not Offered via DocuSign Signature Timestamp Sent: 10/25/2022 9:29:27 AM Viewed: 10/25/2022 9:29:38 AM Signed: 10/25/2022 9:30:29 AM Completed Using IP Address: 198.49.140.10 Lori Hewell lori.hewell@cityofdenton.com Purchasing Manager City of Denton Security Level: Email, Account Authentication(None) Sent: 10/25/2022 9:30:33 AM Viewed: 10/25/2022 11:04:32 AM Signed: 10/25/2022 3:26:42 PM Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Electronic Record and Signature Disclosure:Not Offered via DocuSign Marcella Lunn marcella.lunn@cityofdenton.com Deputy City Attorney City of Denton Security Level: Email, Account Authentication(None) 'DocuSlgn•d by: IALAytLLhtAhA, ,4B070831B4AA438 Sent: 10/25/2022 3:26:45 PM Viewed: 10/26/2022 10:28:28 AM Signed: 10/26/2022 10:38:02 AM Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Electronic Record and Signature Disclosure:Not Offered via DocuSign Sue Bascuk sbascuk@midwesttapes.com Vice President Security Level: Email, Account Authentication(None) Sent: 10/26/2022 10:38:05 AM Viewed: 10/26/2022 12:38:11 PM Signed: 10/26/2022 12:42:41 PM Signature Adoption: Pre-selected Style Using IP Address: 24.52.124.254 Electronic Record and Signature Disclosure:Accepted: 10/26/2022 12:38:11 PMID: 12addf5e-deOd-+251-bca8-f8dOf5363806 Signer Events Jennifer Bekker Jennifer.Bekker@cityofdenton.com Director of Libraries City of Denton Security Level: Email, Account Authentication(None) Signature Timestamp Sent: 10/26/2022 12:42:44 PM Viewed: 10/26/2022 12:46:22 PM Signed: 10/26/2022 12:46:37 PM •Dwu8+erred by:I JebhW gaIn.88A2ArEB5A3F48F Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Electronic Record and Signature Disclosure:Not Offered via DocuSign Cheyenne Defee cheyenne.defee@cityofdenton.com Procurement Administration Supervisor City of Denton Security Level: Email, Account Authentication(None) ElectronIc Record and Signature Disclosure: Not Offered via DocuSign Completed Sent: 10/26/2022 12:46:42 PM Viewed: 11/1 6/2022 9:34:30 AM Signed: 11/16/2022 9:35:38 AMUsing IP Address: 198.49.140.10 Sara Hensley sara.hensley@cityofdenton.com City Manager City of Denton Security Level: Email, Account Authentication(None) Sent: 11/1 6/2022 9:35:42 AM Viewed: 11/1 6/2022 9:42:02 AM Signed: 11/16/2022 9:42:18 AM Signature Adoption: Pre-selected Style Using IP Address: 107.77.198.132 Signed using mobile Electronic Record and Signature Disclosure:Not Offered via DocuSign Rosa Rios rosa.rios@cityofdenton.com City Secretary Security Level: Email. Account Authentication(None) Sent: 11/1 6/2022 9:42:22 AM Viewed: 11/1 6/2022 4:28:37 PM Signed: 11/16/2022 4:29:02 PM Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Electronic Record and Signature Disclosure:Accepted: 11/1 6/2022 4:28:37 PMID: 94281698-77df47al-b590-fef1 ef1 acb3c In Person Signer Events Signature Status Timestamp Editor Delivery Events Timestamp Agent Delivery Events Status Status Timestamp Intermediary Delivery Events Timestamp Certified Delivery Events Status Status Timestamp Carbon Copy Events Cheyenne Defee cheyenne.defee@cityofdenton.com Procurement Administration Supervisor City of Denton Security Level: Email, Account Authentication(None) Electronic Record and Signature Disclosure:Not Offered via DocuSign Timestamp Sent: 10/25/2022 9:30:32 AM Carbon Copy Events Gretna Jones gretna.jones@cityofdenton.com Legal Secretary City of Denton Security Level: Email, Account Authentication(None) Electronic Record and Signature Disclosure:Not Offered via DocuSign Status Timestamp Sent: 10/26/2022 12:46:42 PM Viewed: 10/26/2022 3:27:47 PM City Secretary Office citysecretary@cityofdenton.com Security Level: Email, Account Authentication(None) Electronic Record and Signature Disclosure:Not Offered via DocuSign Sent: 11/16/2022 4:29:06 PM Viewed : 11/1 7/2022 9:14:40 AM Jennifer Reaves Jennifer.Reaves@cityofdenton.com Library Technical Services Manager City of Denton Security Level: Email, Account Authentication(None) Electronic Record and Signature Disclosure:Not Offered via DocuSign Sent: 11/16/2022 4:29:09 PM Witness Events Signature Signature Timestamp Notary Events Timestamp Envelope Summary Events Envelope Sent Certified Delivered Signing Complete Completed Status Timestamps 10/25/2022 9:29:27 AM 11/16/2022 4:28:37 PM 11/16/2022 4:29:02 PM 11/16/2022 4:29:09 PM Hashed/Encrypted Security Checked Security Checked Security Checked Payment Events Status Timestamps Electronic Record and Signature Disclosure Electronic Record and Signature Disclosure created on: 7/21/2017 3:59:03 PM Parties agreed to: Sue Bascuk, Rosa Rios 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 ofthis 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. 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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. 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