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24-546ORDINANCE NO. 24-546 AN ORDINANCE OF THE CITY OF DENTON, A TEXAS HOME-RULE MUNICIPALCORPORATION, AUTHORIZING THE CITY MANAGER TO EXECUTE A CONTRACTWITH BIBLIOCOMMONS CORP., FOR SOFTWARE MAINTENANCE AND LICENSINGFROM BIBLIOCOMNIONS FOR THE ONLINE LIBRARY CATALOG DISCOVERY &OVERLAY TOOL FOR THE DENTON PUBLIC LIBRARY, WHICH IS THE SOLEPROVIDER 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; AND PROVIDING AN EFFECTIVE DATE(FILE 8448 – AWARDED TO BBLIOCOMMONS CORP., IN THE THREE (3) YEAR NOT- TO-EXCEED AMOUNT OF $83,000.00). 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 availableonly 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; and WHEREAS, the City Council wishes to procure one or more of the items mentioned inthe above paragraph; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDArNS: SECTION 1. The following purchase of materials, equipment or supplies, as describedin 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 8448 BiblioCommons Corp.$83,000.00 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 naturalmonopolies; 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 fundspursuant 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 ofDenton 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 motiop to approvq this ordinance was made by Br faA Beak and seconded by \Zak: By t J . The ordinance was passed and approved by the following vote a - b Aye Nay Abstain Absent Mayor Gerard Hudspeth: Vicki Byrd, District 1 : Brian Beck, District 2:,/ Paul Meltzer, District 3 :,/ Joe Holland, District 4: Brandon Chase McGee, At Large Place 5 : Chris Watts, At Large Place 6:a PASSED AND APPROVED this the a:day,f n,rA _, 2024. aiiRTTriTKmrnRt–a ATTEST: JESUS SALAZAR, CITY SECRETARY X APPROVED AS TO LEGAL FORM: MACK REINWAND, CITY ATTORNEY +&leofq+'8i Digitally signed by Marcella Lunn DN: dc=com, dc=cityofdenton,dc=codad, ou=Department Users and Groups, ou=General BY:-XXiM\M \\IhT\cn=Marcella Lunn, email=Marcella.Lunn@cityofdenton.corn Date: 2024.02.23 14:42:1 1 .06'00' DocuSign Envelope ID: CF8E13El-FIC94F9E-BCEl-FOA5C51A9A7C DENTON Docusign City Council Transmittal Coversheet FILE 1 8448 FileName : :El::F:: iuSE:log' Bjb1 joEvents and PurchasingContact Kayla c lark City Council Target Date MARCH 19’ 2024 Piggy Back Option Contract Expiration Ordinance Not Applicab1 e MARCH 19, 2027 24-546 DocuSign Envelope ID: CF8EI 3El-FIC94F9E-BCEl-FOA5C51A9A7C LIBRARY SUBSCRIPTION MASTERAGREEMENT Subscriber’s processes, products, employees, facilities, equipment, security systems, information systems,finances, marketing plans, suppliers, or distributors; provided, however that “Confidential Information” shallnot include information that: (i) is now available or becomes available to the public without breach of this Agreement; (ii) is explicitly approved for release bywritten authorization of the Disclosing Party; (iii) is lawfully obtained from a third party or parties without a duty of confidentiality; (iv) is disclosed to a third party by the Disclosing Party without a duty of confidentiality; (v) is known to the Receiving Party prior to disclosure; (vi) is at any time developed by the Receiving Party independently of any such disclosure(s) from the Disclosing Party; or (vii) must be disclosed as required bylaw. BiblioCommons acknowledges that Subscriber must strictly comply with the Public Information Act, Chapter552, Texas Government Code in responding to any request for public information related to this Agreement.This obligation supersedes any conflicting provision of this Agreement. Any material submitted to Subscriber that is claimed by BiblioCommons to be proprietary must be clearly marked as such. Determination of the publicnature of the material is subject to the Texas Public Information Act, chapter 552, and Texas Government Code\ THIS LIBRARY SUBSCRIPTION AGREEMENT (this “Agreement”) is, made this 15th day of January, 2024 (“Effective Date”) between BibiioCommons Corp., a corporation constituted under the laws of the Province ofOntario, Canada (“BiblioCommons”) and the City of Denton, a home rule municipality created under the lawsof the State of Texas (“Subscriber”) (Individually, a “Party” and collectively, the “Parties”). The terms and conditions of this Agreement shall govern the Service(s) (as defined below) to be provided by BiblioCommons under any Order Form (as defined below) executed by the Parties, as though the provisions of this Agreement were set forth in their entirety within such Order Form. NOW THEREFORE in consideration of the mutual promises and covenants herein, and other good and valuable consideration, the sufficiency of which is acknowledged by the Parties, the Parties agree as follows:1. DEFINITIONS AND PRINCIPLES OFINTERPRETATION 1.1 Definitions. Whenever used in this Agreement, the following words and terms shall have the meanings set out below: (a) “Agreement” has the meaning ascribed to it in the introductory paragraph; (b) “Authorized Patron” means a person who has anumbered library account with Subscriber and is authorized by Subscriber to use the Service; (c) “BiblioCommons” has the meaning ascribed to it in the introductory paragraph; (h) “Core” or “Core Service” has the meaning set out in the applicable Order Form; (i) “Disclosing Party” has the meaning ascribed to it in Section 5.1 hereof; to a) “Designated Person” is the person designated bythe Subscriber to receive all notices, consent and other communication. See Sections 9.12, 9.13 and 9.14; (d) “Breaching Party” has the meaning ascribed to it in Section7.1(b) hereof; (k) “Effective Date” has the meaning ascribed to it in the introductory paragraph; (1) “Fees” means the fees for the Services set out in the applicable Order Form, as adjusted for Renewal Termsfrom time to time as set out in Section 3.1 (b);(e) “Business Day” means a day, other than a Saturday or a Sunday or statutory holiday in the jurisdiction of either Party; (f) “BiblioWeb Service” has the meaning set out in the applicable Order Form; (g) “Confidential Information” means any information disclosed by a Party to the other Party pursuant to this Agreement in a context which would cause a reasonable person to believe the information is intended to be treated as confidential, including but notlimited to, documents expressly designated as confidential, any information related to BiblioCommons proprietary services and software including the Service,Secure Personal Information, and information related to (m) “Force Majeure Event” has the meaning ascribedto it in Section 9.4; (n) “ILS” means the Subscriber’s Integrated Library System, used for library circulation, cataloging and otherservices ; (o) “Initial Term” has the meaning ascribed to it in Section 2.2 hereof; (p) “Intellectual Property Right” means anyintellectual property right recognized by law, including any intellectual property right protected through legislation (such as that governing patents, copyright or DocuSign Envelope ID: CF8E13El-FIC9JtF9E-BCEl-FOA5C51A9A7C -2- trademarks) or arising from protection of information as atrade secret, confidential information or common law trademark right; 1.2 Schedules. This Agreement contains the following schedules, each of which are attached and incorporated into this Agreement: (q) “Order Form” has the meaning ascribed to it in Section 3.1 (a) hereof;Schedule “A“ – Template Order Form Schedule “B” – Support ServicesSchedule “C” – Service Levels Schedule “D’ – Technical Requirements Schedule “E” – Privacy StatementSchedule “F” – Terms of Use Schedule “G” – Additional Fees (r) “Parting” has the meaning ascribed to it in Section7.2 hereof; (s) “Party” or “Parties” has the meaning ascribed to it in the introductory paragraph. (t) “Privacy Statement” means the statement ofBiblioCommons’ privacy practices that shall governBiblioCommons’ collection, use and disclosure of Personal Information of Authorized Patrons which, as of the Effective Date, is attached as Schedule “E”, and which may be amended by BiblioCommons from time to time; 1.3 Calculation of Time. When calculating the period of time within which orfollowing which any act is to be done or step taken pursuant to this Agreement, the date which is the reference day in calculating such period shall be excluded. Any payment or action to be made or taken on a day other than a Business Day in either jurisdiction shall be made or taken on the immediately following day that is a Business Day in the jurisdictions of both Parties. (u) “Receiving Party” has the meaning ascribed to itin Section 5.1 hereof; (v) “Renewal Term” has the meaning ascribed to it inSection 2.2 hereof; (w) “Secure Personal Information” means personally identifiable information that is provided by a User in the registration process or personal account settings on theService, or is transferred to the Service from the ILS; notwithstanding the foregoing “Secure PersonalInformation” shall not include Shared Content or information an individual has chosen to transmit or share through a feedback service provided on the Service, web- forms on the BiblioWeb service (if any) or an entry in any context which is, by design, publically viewable; (x) “Shared Content” has the meaning ascribed to it in the Privacy Statement; (y) “Service” means a range of services purchased as set out in the applicable Order Form; 2. BIBLIOCOMMONS OBLIGATIONS 2.1 Delivery of Service. During the Term, BiblioCommons shall make the Service available via the Internet to Authorized Patrons and grant to Subscriber a non-exclusive and non-transferable right to use the Service. Authorized Patrons are subject to and may be required to agree to the Terms of Use and PrivacyStatement. 2.2 Term. Unless terminated earlier as provided herein, this Agreement is for the period of time specified in ScheduleA (the “Initial Term”). In the event an Order Formcontains Services that are being added to an existing subscription, such added Services shall be coterminouswith the Initial Term or applicable Renewal Term and shall be billed from the applicable Order Form Effective Date according to the Fees corresponding to such Order Form. Unless terminated pursuant to Section 7.1, uponexpiration of the Initial Term, this Agreement and therelated Schedules and Order Forms will renew throughthe execution of new Order Forms for subsequent one- year renewal terms at then current prices (each, a “Renewal Term”), provided that BiblioCommons provides notice to Subscriber of such prices at least ninety (90) days prior to the end of the Term and unless either Party notifies the other Party of its intention to not renew this Agreement at least sixty (60) days prior to the end ofthe Term. (z) “Subscriber” has the meaning ascribed to it in the introductory paragraph; (aa) “Technical Requirements” has the meaning ascribed to it in Section 3.2 hereof; (bb) “Term” means the duration of the Initial Term and any Renewal Term; (cc) “Terms of Use” means the terms of use that govern the use by Authorized Patrons of the Service which, as of the Effective Date, is attached hereto as Schedule “F”, and which may be amended by BiblioCommons from time to tIme; (dd) “User” means an Authorized Patron who has registered with BiblioCommons to use the Service. DocuSign Envelope ID: CF8E13El-FIC94F9E.BCEl-FOA5C51A9A7C - 3 - 2.3 Changes to the Service. BiblioCommons may, from time to time and at any time, in its sole discretion, introduce upgrades and updates tothe Services that are consistent with the service description set out in the applicable Order Form at no additional charge. provided that, BiblioCommons is provided with (i) prompt written notice of any third party claim; (ii) all necessary assistance, information and authority necessary for BiblioCommons to defend a third party claim and perform its obligations under this Section; and (iii) sole control of the defense of such claim and all associated negotiations.2.4 Maintaining Community Standards. The Service allows Users to flag user-generated content they feel does not conform to the Terms of Use. When content is flagged three times, or as many times as may bedetermined by BiblioCommons in its sole discretion, BiblioCommons will : 3. SUBSCRIBER OBLIGATIONS 3.1 Order Forms, Fees and Payment. (a) Order Form. Subscriber shall order a Service by completing and signing an order form, a template of which is set out inSchedule “A“ attached hereto (each, an “Order Form”). Each accepted, fully executed Order Form shall become incorporated herein by reference as successive Exhibits (e.g. Exhibit A-1, Exhibit A-2 etc.). In the event that Subscriber’s business practices require a purchase order number be issued prior to payment of anyBiblioCommons invoices pursuant to the applicable Order Form, then such purchase order number must be provided to BiblioCommons prior to the activation of theService. Subscriber’s execution and return of the applicable Order Form to BiblioCommons without designating a purchase order number shall be deemed an acknowledgement that no purchase order number is required for payment of the invoices hereunder.Additionally, terms, provisions or conditions on any purchase order, acknowledgment, or other business form or writing that Subscriber may use in connection with theprovision of Service(s) from BiblioCommons will haveno force and effect on the rights, duties or obligations of the Parties, regardless of any failure of BiblioCommons to object to such terms, provisions or conditions. •Remove flagged content from public view; and • Notify the User who contributed the content, and provide directions for appealing the removal. Any appeals will be compiled and at least once eachmonth BiblioCommons will review any appeals to assesswhether the removed content conforms with the Terms of Use in effect at the time of removal. 2.5 Support. BiblioCommons will use commercially reasonable efforts to support the Services in accordance with the servicelevels and remedies outlined in Schedule “B” SupportServices. 2.6 Service Level. BiblioCommons will use commercially reasonable efforts to provide the Core Service in accordance with the servicelevels and remedies outlined in Schedule “C” Service Levels. Notwithstanding anything herein to the contrary : • • BiblioCommons may interrupt the Service for securIty purposes; The Service is dependent on the Internet and availability and performance may be impacted by the availability and performance of the Internet. (b) Fees. All Fees are exclusive of amounts payable as tax or any other registration or operating fee that may be levied against BiblioCommons by national, state or local authorities in whose jurisdiction Subscriber operates and that pertain to the provision of the Service during the Term. Fees are based on Services purchased, not actual usage. Payment obligations are non-cancelable and Fees paid are non-refundable. The price actually charged for a specific Service will be the price in effect at the time theService is requested. On the anniversary date of an Order Form, BiblioCommons reserves the right to increase the Fees for the Services upon notice to, and acceptance by, the Subscriber. BiblioCommons reserves the right to modify its Fees, charges and/or to introduce new charges 2.7 Indemnity. BiblioCommons shall indemnify, hold harmless and defend Subscriber from and against all third party claims, demands, losses, damages, costs and expenses (including reasonable attorneys’ fees) (“Claims”) made against or incurred, suffered or sustained by theSubscriber, in connection with, or relating to, or arising out of any allegation or claim that the Service itselfviolates or infringes any third party intellectual property rights except to the extent such Claim is related to theacts or omissions of the Subscriber, its Authorized Patrons or any of its respective agents or contractors; DocuSign Envelope ID: CF8E13El-FIC9-+F9E-BCEl-FOA5C51A9A7C -4- at any time, upon at least ninety (90) days prior notice to Subscriber, effective upon the next Renewal Term.(c) Payment Terms. 4.2 Control of Trade-marks. Subscriber acknowledges that “BiblioCommons” is a trade-mark of BiblioCommons and shall not be used by Subscriber except as expressly provided in this Agreement and otherwise only with the written consent of BiblioCommons and in accordance with any trade-mark guidelines that may be provided by BiblioCommons fromtime to time. Payments shall be due 30 days from receipt of an invoice by the Subscriber from BiblioCommons. Payments not received when due will accrue interest at the lower of (i) one percent (1%) per month, or (ii) the highest rate allowed by applicable law. BiblioCommons or its agent shall have the right to recover all collection costs from theSubscriber. Without limiting its other remedies, if Subscriber is late in its payments at any time, BiblioCommons or its agent may request reasonable assurances or deposits to secure Subscriber’s payment obligations hereunder. 5. CONFIDENTIAL INFORMATION 5.1 Disclosure; Standard of Care. The Parties acknowledge that, in the course of this Agreement, each Party (a “Disclosing Party”) maydisclose Confidential Information to the other (a “Receiving Party”). Each Receiving Party shall holdsuch Confidential Information in trust for the sole benefit of the Disclosing Party. Each Receiving Party shall protect the other Party’s Confidential Information fromunauthorized dissemination, disclosure and use with the same degree of care that each such Party uses to protect and safeguard its own like information, but not less than a reasonable degree of care given the sensitivity and strategic value of such Confidential Information. Confidential Information shall be disclosed only to the employees and subcontractors of the Receiving Party whohave a “need to know” and who have executed an internal nondisclosure agreement at least as restrictive as the termsof this Agreement. A Receiving Party shall not disclose any Confidential Information to any third party without first obtaining the Disclosing Party’s written consent to such disclosure unless such disclosure is required by law.A Receiving Party may further disclose Confidential Information to such Party’s professional advisors in connection with the negotiation and performance of this Agreement and in connection with the advisor’s consideration of disclosures that may be required by law, provided such advisors are informed of the obligations ofconfidentiality. In the event that a Receiving Party is compelled to disclose a Disclosing Party’s Confidential Information, in the course of litigation or otherwise, or acompelled disclosure is reasonably anticipated, the Receiving Party shall give immediate notice to theDisclosing Party of such fact and shall provide all reasonable cooperation to the Disclosing Party at the sole expense of the Disclosing Party in obtaining a protective order to prevent the disclosure of Confidential Information. BiblioCommons acknowledges that Subscriber 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 provision of this Agreement. Any material (d) Non Payment. In the event that full payment is not made by the Subscriber within 60 days of the date of receipt of an invoice by the Subscriber, BiblioCommons or its agent may send to the Subscriber a written requirement for payment and if payment is not received within thirty daysof the date of receipt of that notice by the Subscriber, BiblioCommons may terminate this Agreement as set outbelow in Section 7 (Termination). However, this right may be waived upon mutual written confirmationbetween BiblioCommons and the Subscriber of their intent to continue service delivery in spite of payment delays. 3.2 Technical Requirements. Subscriber ILS and bibliographic and patron data shall meet minimum standards attached and incorporated as Schedule “n’ (the “Technical Requirements”). 4. INTELLECTUAL PROPERTY RIGHTS 4.1 Ownership of Intellectual Property Rights. As between BiblioCommons and Subscriber, all rights, title and interest, including all Intellectual PropertyRights, related to the Service and related software and documentation, including without limitation, any and all upgrades, updates, improvements, fixes, additions,enhancements, modifications and derivative works thereto, shall remain with BiblioCommons. Nothing in this Agreement shall grant to either Party any ownershipor other Intellectual Property Rights of the other Party other than as expressly set out in this Agreement. Nothing in this Agreement shall grant to either Party any ownership or any Intellectual Property Rights to contentgenerated by Users in connection with their use of theService. DocuSign Envelope ID: CF8E13El-FIC94F9E-BCEl-FOA5C51A9A7C - 5 - submitted to Subscriber that is claimed by BiblioCommons to be proprietary must be clearly marked as such. Determination of the public nature of the material is subject to the Texas Public Information Act, chapter 552, and Texas Government Code-, BiblioCommons and its licensors make no (and herebydisclaim all) warranties, representations andconditions whatsoever (whether express or implied;written or oral; arising by statute, operation of law orotherwise) regarding the Service provided under this Agreement, including without limitation, any impliedwarranty or condition ofmerchantable quality, fitness for a particular purpose, non-infringement or arisingfrom a course of dealing, title, usage of trade or courseof performance. Without limiting the generality of the foregoing, while BiblioCommons will meet its serviceand support obligations laid out in the Agreement, BibhoCommons makes no warranty that the operation of the Service will be error-free or that itwill produce a desired result beyond such obligations. 6. WARRANTIES 6.1 BiblioCommons Warranties. BiblioCommons hereby represents and warrants toSubscriber that: (a) BiblioCommons is legally incorporated and validly exists as a corporation under the laws of Ontario; (b) BiblioCommons has the power and authority to enter into the Subscriber Agreement; (c) The individual signing this Agreement has the power andauthority to sign such documents; (d) it will use its commercially reasonable efforts to maintain the systems associated with the Service free from viruses, Trojans and other hm rnful code; and (e) The Service will be performed in a professional, workmanlike manner, commensuratewith industry practices within the industry in which BiblioCommons operates. 6.2 Subscriber Warranties. 7. TERMINATION 7.1 Termination. This Agreement may be terminated at any time: (a) if either BiblioCommons or Subscriber has filed orcommenced, or suffered or submitted to the filing or commencement of, any bankruptcy or insolvency proceeding under the law of its domicile or incorporation; (b) by either Party if the other Party breaches the termsand provisions of this Agreement provided the Party alleging that the other Party is in breach (the “Breaching Party”) provides written notice to such Breaching Party of the alleged breach. The Breaching Party shall have 30 days to remedy such breach, unless such breach cannotreasonably be remedied within 30 days, in which case the Breaching Party shall make all reasonable efforts within 30 days to begin to remedy the alleged breach and shall remedy such breach within a time period that is commercially reasonable to complete such remedy. Notwithstanding the termination or expiration of this Agreement, Articles 1, 4, 5, Section 6.3, Article 7, Article 8 and Article 9 shall survive the termination or expiration of this Agreement. 7.2 Treatment of Patron-Contributed Data uponTermination. Subscriber hereby represents and warrants to BiblioCommons that: (a) Subscriber is a home rule municipality under the laws of the State of Texas; (b) Subscriber has the power and authority to enter into the Subscriber Agreement; (c) the individual signing thisAgreement has the power and authority to sign suchdocuments; and (d) Subscriber will use commercially reasonable efforts to avoid transmitting to BiblioCommons any viruses, Trojans and other harmfulcode 6.3 Warranty Disclaimer. BiblioCommons provides the Service using acommercially reasonable level of skill and care andBiblioCommons hopes that its customers (including both library staff and patrons) will enjoy accessing and using these Services. However, there are certainthings that BiblioCommons does not promise aboutthe Services. Some jurisdictions provide for certainwarranties, like the implied warranty of merchantability and fitness for a particular purpose.BiblioCommons will honour its statutoryobligations. To the extent permitted by law,BiblioCommons excludes all warranties outside of those listed in Section 6.1. Unless otherwise requiredby law, the Service and any software provided inconnection with the Service is provided by BiblioCommons under this Agreement on an “as is”basis. Except as otherwise stated in this Agreement, In the event of a termination of this Agreement or should a renewal agreement not be established after the Term (a “Parting”), BiblioCommons shall provide at Subscriber’s request and upon the payment of the cost-recovery fee set forth in Schedule G, a transfer of all User-generated bibliographic annotations for use by Subscriber inassociation with an alternate service, provided by Subscriber itself or by a third party, that adheres to the Terms of Use and Privacy Statement. In addition, in the DocuSign Envelope ID: CF8E13El-FIC94F9E-BCEl-FOA5C51A9A7C -6- event of a Parting, Subscriber agrees that BiblioCommons will send a customer service communication, subject to Subscriber approval which shall not be unreasonably withheld, explaining the User’s options and theirimplications through such transition, to all Users whohave: Subscriber to BiblioCommons during the 12 month period immediately preceding the date of any such claim. This limitation of liability extends to any alleged liability arising under the law of contracts, torts, negligence or any legal or equitable theory whatsoever. (a) communicated or established connections with one or more persons who are registered users of a BiblioCommons service; 9. GENERAL 9.1 Good Faith and Fair Dealing. Each Party agrees that it shall, with respect to the other Parties, and in all matters related to this Agreement, act in good faith and in accordance with reasonable commercialstandards. (b) initially approached the Service for registrationthrough a website that is not affiliated with Subscriber; (c) subscribed to syndicated information from one or more persons who are registered users of aBiblioCommons service; or 9.2 Publicity. Each Party may issue a public statement or general marketing communications announcing the relationship under this Agreement without the prior written consent of the other Party. For the sole purpose of marketing and promoting the Service and for the Term of this Agreement only, each Party hereby grants to the other Party the non- exclusive non-transferable right to use and display such party’s logos and trade-marks in the other Party’s websites and marketing materials, subject to compliance with the originating Party’s trade-mark guidelines provided to the other Party from time to time. (d) syndicated their information or content fromBiblioCommons to other websites. Secure Personal Information on BiblioCommons serversthat is associated with Users who do not choose to continue their participation in a BiblioCommons service will be deactivated within ninety (90) days of a Parting. 7.3 Funding Out The awarding or continuation of this Agreement is dependent upon the availability of funding. The Subscriber’s payment obligations are payable only andsolely from funds appropriated and available for this Agreement. The absence of appropriated or other lawfully available funds shall render the Agreement null and void to the extent funds are not appropriated or available and any deliverables delivered but unpaid shall be returned to BiblioCommons. The Subscriber shall provideBiblioCommons written notice of the failure of the Subscriber to make an adequate appropriation for any fiscal year to pay the amounts due under the Agreement, or the reduction of any Appropriation to an amountinsufficient to permit the Subscriber to pay its obligations under the Agreement. In the event of no or inadequate appropriation of funds, there will be no penalty nor removal fees charged to the Subscriber. 9.3 Entire Agreement. This Agreement together with all of the terms in the applicable Order Form constitute the entire understanding of the Parties with respect to the subject matter hereof and supersedes all prior agreements, understandings and negotiations, both written and oral, between the Parties with respect to the subject matter hereof and thereof. No representation, inducement, promise, understanding, condition or warranty not set forth herein, or incorporated by reference herein, has been made or relied upon by any Party hereto. 9.4 Force Majeure. Neither Party shall be liable for any damages, delays or failure in performance under this Agreement caused byacts or conditions beyond its reasonable control or without its fault or negligence (each, a “Force Majeure Event”), including but not limited to “acts of God”, delays caused by governmental authorities, strikes,lockouts and other labour unrest, delays in obtaining governmental approvals and similar conditions. A Partyshall, in order to avail itself of any of the provisions of this Section, promptly send a written notice of the Force Majeure Event to the other Party, including a description of the Force Majeure Event, its expected duration and a 8. LIMITATION OF LIABILITY 8.1 Limitations of Liability. Except for any claims of misappropriation of intellectual property and for fees due under Article 3, in no event shall either Party be liable for: (i) indirect, special, consequential, incidental or punitive losses, damages or expenses or lost profits or savings even if it has been advised of their possible existence; or (ii) aggregateliability under this Agreement to the other Party exceeding the aggregate amount of the Fees paid by DocuSign Envelope ID: CF8E13El-FIC9-4F9E-BCEl-FOA5C51A9A7C -7- description of the actions being taken by the Party to mitigate the effect of the Force Majeure Event. right or remedy preclude any other or further exercise thereof or the exercise of any other right or remedy.Except as otherwise provided herein, the rights and remedies of the Parties provided in this Agreement are cumulative and not exclusive of any rights or remedies provided under this Agreement, by law, in equity orotherwise. 9.5 Severability. For the purposes of this section, the Parties acknowledge and agree that each and every term of this Agreement is of the essence. If any one or more of the provisions contained in this Agreement should be declared invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisionscontained in this Agreement shall not in any way be affected or impaired thereby so long as the commercial, economic and legal substance of the transaction contemplated hereby are not affected in any manner materially adverse to any Party. Upon such a declaration, the Parties shall modify this Agreement so as to carry out the original intent of the Parties as closely as possible in an acceptable manner so that the transactions contemplated hereby are consummated as originally contemplated to the fullest extent possible. 9.11 No Agency. The Parties are not partners or joint venturers; neither Party is the agent, representative, or employee of the other Party; and nothing in this Agreement will be construed to create any relationship between them other than an independent contractor relationship. Neither Party will have any responsibility or liability for the actions of the other Party except as specifically provided herein. Neither Party will have any right or authority to bind or obligate the other Party in any manner or make any representation or warranty on behalf of the other Party. 9.12 Dispute Resolution Process.9.6 Further Assurances. Each Party shall at any time and from time to time, upon each request by the other Party, execute and deliver such further documents and do such further acts and things as the other Party may reasonably request to evidence, carry out and give full effect to the terms, conditions, intent and meaning of this Agreement. (a) Escalation Procedure. Any dispute between the Parties shall first be referred to the persons designated in this Agreement for the receipt of Notices (the “Designated Persons”), by written notice of the dispute including the material facts. The Designated Persons shall attempt to resolve the dispute and shall escalate it to the appropriate management representatives of the Parties as may be considered approprrate. 9.7 Amendments. This Agreement may be modified or amended only withthe mutual written consent of the Parties.(b) Reserved. 9.8 Assignment. Neither Party may assign its rights or obligations hereunder without the written consent of the other Party, except that BiblioCommons may assign this Agreementto any third party, without consent, but with written notice, in connection with any sale, amalgamation, reorganization or similar transaction involving a sale of all or substantially all of its shares or assets, provided that such assignee adopts this Agreement. (c) Reserved. (d) Conduct During Dispute. If the Dispute Resolution process described in Section 9.12 is in progress, BiblioCommons shall continue to provide the Service to Subscriber, and Subscriber shall continue to make any payments required under this Agreement. If, at the conclusion of the dispute resolution process, it is determined that such payments were not required to be made, all such amounts shall be refunded by BiblioCommons with simple interest at 1 % per month.9.9 Subcontracting. BiblioCommons may subcontract portions of the Service, provided that BiblioCommons shall remain responsiblefor all of its obligations under this Agreement as the original contracting party hereto. 9.13 Notices. All notices, consents and other communications required or which may be given under this Agreement will be in writing and will be deemed to have been duly given when given by hand, by courier, or by email confirmed by the recipient. If sent outside business hours of the addressee,such notice, consent or other communication will be deemed to have been duly given at the beginning of the next Business Day. Notices, consents and other 9.10 No Waiver. No failure or delay by any Party in exercising any of its rights or remedies hereunder will operate as a waiver thereof, nor will any single or partial exercise of any such DocuSign Envelope ID: CF8E13El-FIC94F9E-BCEl-FOA5C51A9A7C -8- communications shall be addressed to a Party at its address set forth below, or at such other address as a Party may hereafter designate by notice given in accordancewith the terms hereof. seek and secure injunctive relief from any competent authority as contemplated herein. The Parties agree that no action taken by either party will be heard by a jury. If for BiblioCommons BiblioCommons Corp 119 Spadina AveSuite 1000 Toronto. ON M5V 2L I Canada Attention: General Manager with a copy to: Volaris Group Inc. 5060 Spectrum Way, 100, Mississauga, ONL4W 5N5 Canada Suite Attention: Steve Cimicata,General Counsel If for Subscriber:City of Denton Ann: Purchasing901 B Texas Street Denton, TX 76209USA 9.14 Counterparts; Facsimile. This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument, and facsimile or scanned signatures shall be deemed original. This Agreement shallbecome effective when each Party hereto shall have received an original, scanned or faxed counterpart hereof signed by each other Party hereto. 9.15 Governing Law and Venue. The Agreement is made under and shall be governed by the laws of the State of Texas, including, when applicable, the Uniform Commercial Code as adopted in Texas, V. T.C.A., Bus. & Comm. Code, Chapter 1, excluding anyrule or principle that would refer to and apply the substantive law of another state or jurisdiction. All issues arising from this Agreement 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 Subscriber to DocuSign Envelope ID: CF8E13El-FIC94F9E-BCEl-FOA5C51A9A7C IN WITNESS WHEREOF the Parties have executed this Agreement as of the date first above written. BIBLIOCOMMONS CORP. CITY OF DENTON Blend by:brt,rtl Fl Name: Mart;-'Tarle Doa SMA H#qZ9 ;ame. Sara hensley Title: General Manager Title: City Manager Approved as to legal form: EknuStgned by: Name: Marcella Lunn Title: Senior Deputy City Attorney THIS AGREEMENT HAS BEEN BOTH REVIEWED AND APPROVED as to financial and operational obligations and business terms : r Bekker Title: Director of Llbrarles Department: LlbrarY ATTEST: DoeuSlgt)ed by: IsIM SaId,W Name: Jesus Salazar Title: City Secretary DocuSign Envelope ID: CF8E13El-FIC94F9E-BCEl-FOA5C51A9A7C SCHEDULE “A”TEMPLATE ORDER FORM (Attached) “A” . I DocuSign Envelope ID: CF8E13El-FIC94F9E-BCEI-FOA5C51A9A7C Schedule ' A' - Order Form #00003226 BIBLIOCOMMONSPage 1 of 3 Love your online library Denton Public Library 502 Oakland St Date: January 24, 2024 Valid Until: February 29, 2024 Subscription Term: Jan 16, 2024 – Jan 15, 2027 Denton, Texas 76201 United States Population Served: 147,51 5 Population Source: From Library Contact: Colleen Fox Email: billing@bibliocommons.com SubscrIption Annual Subscription Fee(USD) One-Time ImplementationFee (USD) BiblioCore An online catalog that is the foundation of patrons' experiences with the IIbrary.Includes e-content integration and pre-populated award winners and bestsellerslistings. Cover art is recommended, but not included $17,447,50 $0.00 See Schedule "A-1." Click Here Rate: $0.1126439/pop, or $19,000 minimum BiblioEvents A patron-friendly, fully responsive, and visually appealing events calendar to manage and promote library programs and events. Integrates fully with the BiblioCorecatalogs. Included with BiblioWeb. Price does not include the cost of an events data import $6,678.00 $0.00 Click Here Rate: 20% of Core, $6,360 minimum Biblio LanguagesSpanish $2,226.00 $0.00 Applied to BiblioCore catalog, help pages, and BiblioApps. Available languagesSpanish, French, Russian, Simplified Chinese, Traditional Chinese, Vietnamese,Filipino, Korean, and Japanese. Rates: Starting at 7% of Core for the first language and decreasing at one percent foreach thereafter, $2,120 min each, max $6,000 each. Order Form for Denton Public Library - January 24. 2024Contact: Colleen Fox Email: billing@bibliocommons.com BiblioCommons Corp. 5060 Spectrum Way, Suite 100, Mlssisauga, ON L4W 5N5 Canada +1 647 436 6381 info@BiblioCommons.com DocuSign Envelope ID: CF8E13El-FIC94F9E-BCEl-FOA5C51A9A7C Schedule 'A’ - Order Form #00003226 Page 2 of 3 >=( SubscriptIon Annual SubscriptIon Fee (USD) One.TIme ImplementationFee (USD) Sub-Total $26,351.50 $0.00 Total Fees $26,351.50 Multi-Year Pricing Year 1 (2024-2025) Year 2 (2025-2026) Year 3 (2026-2027) BiblioCore $17,447.50 $18.189.02 $18,962.05 BiblioEvents $6,678.00 $2,226.00 $6.961.82 $7.257.69 $2,419.23BiblioLnnguagesSpanish$2,320.61 Total Fees $26,351 .50 $27,471 .45 $28,638.97 **Pricing assumes a 3-year contract with a riser of 4.25% for years 2 and 3. Terms • This Order Form supplements the Library Subscription Master Agreement (“Agreement”) dated January 15, 2024 and is incorporated therein by reference. Capitalized terms not defined herein will have the meanings set forth in the Agreement. In theevent of a conflict between this Order Form and the Agreement, the Order Form will govern • The Parties acknowledge and confirm that the Services set out in this Order Form will be provided in addition to any services that Subscriber has also purchased with other Order Form(s). Attached or linked Service descriptions, if any, will be incorporated byreference herein • Annual Subscription Fees cover hosting, support, and upgrades, Subscription Fees are reviewed annually. • Implementation fees are one-time charges for standard configuration of service and standard subscription agreement. Implementation of services is conducted remotely.• if significant modifications to legal terms are required, including change of legal venue, additional fees may be required • All fees payable by Subscriber are exclusive of taxes • All fees are payable on the date of signing Order Form for Denton Public Library - January 24, 2024 Contact: Colleen Fox Email: billing@bibliocommons.com BiblioCommons Corp. 5060 Spectrum Way, Suite 100, Mississauga, ON L4W 5N5 Canada +1 647 436 6381 info@BiblioCommons.com DocuSign Envelope ID: CF8E13El-FIC94F9E-BCEl-FOA5C51A9A7C Schedule 'A’ - Order Form #00003226 >X( Page 3 of 3 IN WITNESS WHEREOF the parties hereto have caused this Order Form to be duly executed by their proper authorized officers City of Denton BiblioCommons Corp. DoeuSlon•d by:I h Hn& 5236DB296270423 Signature Signature Sara Hensley Marty Tar1 e Name Name Clty Manager Genera1 Manager Title Title 3/20/2024 2/16/2024 Date Date Order Form for Denton Public Library - January 24, 2024Contact: Colleen Fox Email: billing@bibliocommons.com BiblioCommons Corp. 5060 Spectrum Way. Suite 100, Mississauga, ON L4W 5N5 Canada +1 647 436 6381 info@BiblioCommons.com DocuSign Envelope ID: CF8E13El-FIC94F9E-BCEl-FOA5C51A9A7C SCHEDULE “B”POST IMPLEMENTATION SUPPORT After BiblioCore or BiblioWeb is implemented, BiblioCommons provides ongoing support. Support work varies in timing and scope depending on the issue type. The definition of issue types (1), the severity classification for each issue type (I1), and the response commitments for each severity level (II1) are defined below. I. Definition of Issue Types BiblioCommons organizes library feedback into four types of issue, summarized here and defined below in turn: A. Questions: Understanding BiblioCore, BiblioWeb or other services. B. Tasks: Tasks specific to your library C. Suggestions: Improving BiblioCore or BiblioWeb and designing new functionality. D. Corrections: Fixing BiblioCore or BiblioWeb when not working as designed. A. Questions BiblioCommons distinguishes two types of questions, with corresponding response commitments described in Section IIIbelow 1 ) Questions or notifications about updates affecting your ILS or Tomcat server. 2) Other questions. To help answer questions, BiblioCommons maintains an online Partner Portal. This includes: • a Knowledge Base with answers to #equently asked questions and official documentation for other self-help, • Community pages with forums for peer-to-peer questions and answers, and • an Online Ticketing system where libraries can submit questions not answered elsewhere. Response commitments for questions are described below. B. Configuration Tasks Configurations determine the way in which BiblioCore or BiblioWeb interoperate with local library technology and services. After implementation, libraries may request configuration changes to support changes in the ILS, in library marketing and branding, or in branch locations and programing. C. Suggestions BiblioCommons continually reinvests in product design and development, and library suggestions are an important input. Please use the 'Community' area of the Partner Portal to submit your suggestions. D. Corrections BiblioCore and BiblioWeb are evolving products that interoperate with changing third-party software and hardware, from library ILSs to patron smartphone systems. As a result of changes on all sides, BiblioCommons products can sometimes stop working as designed and require correction. “B“– 1 DocuSign Envelope ID: CF8E13El-FIC94F9E-BCEl-FOA5C51A9A7C BiblioCommons corrects bugs in BiblioCore or BiblioWeb, with the timing and scope of correction proportionate to the severity of the problem. The severity of an issue is determined by • The importance of the feature affected, and • The prevalence of the outage. The resulting severity levels and the response commitments for each are defined further below (in sections II and III, respectively). 1) Definition of issue importance Importance of Issue Primary Secondary Tertiary BiblioCore Service Issues that prevent (on aje supported desktop web browser) : Issues that prevent synchronization of: a bibliographicrecords (additions, deletions, edits),and o item availability. Issues that prevent (on a supported desktop or mobile web browser) personal record-keeping and community-contributedcontent: All other issues or requests including: • • Site availability; Availability of: o Registration o Logino Search o Holds o Renewals o Single Sign-On (SSO)o Real-time item availability • • Text changes and cosmetic issues not affecting site functionality Changes to mapping of configurable features –formats, audience, availability status, etc. Analytics issues. • • Other issues not covered in primary and secondary. o My Shelveso Lists o Star Ratingso Reviews & Comments o Following & Ignoring o Messagingo Other Community Functionality . Issues that prevent (on a supported mobile browser) interaction with any featurelisted in the two bullets in the “Primary” column forthe BiblioCore service. • DocuSign Envelope ID: CF8E13El-FIC94F9E-BCEl-FOA5C51A9A7C • Issues that affect the availability of the CoreAPIs. • Cosmetic issues affecting site functionality If applicable . • • • • • • • Visibility ofBiblioCloudRecords Rendering augmented content supplied byothers Create and view functions for BiblioSuggest. Visibility of links for Combined Catalog Access fines-payment service provided byothers Translations Search results are incorrectly scoped. BiblioWeb Service Issues that prevent:Issues that prevent:All other issues or requests including: • • • • • • Site availability Availability of the footer Availability of Find-a- Location Page BiblioEvents widget display Availability of Online- Resources pages BiblioWeb Admin Login; •Availability of individual Location PagesCreation or publication of Text changes and cosmetic issues not affecting site functionality Availability of Archival Collections & SpecialContent Availability of sidebar widgets Analytics • • • • • blogs or news posts • Ability to manage Browse pages• Ability to manage Program pages• Creation or submission of formsOr issues that cause a loss of major functionality on the Homepage - e.g.: • Creation of FAQs • Ability to upload and accessmedia Other issues not covered in primary and secondary. • Stylesheets not loading, • Cards not loading • Homepage Manager notaccessible.Or cosmetic issues affecting site functionality. BiblioEvents Service “B“ – 3 DocuSign Envelope ID: CF8E13El-FIC94F9E-BCEl-FOA5C51A9A7C Issues that prevent:Issues that prevent: 1 Other issues including text and cosmetic issues not affecting site• Availability of reporting data I functionality• • • • • Registration for events Creating/editing eventsSearch for events Visibility of event listings Availability of information on Event Details Page. Or cosmetic issues affecting site functionality I Other issues not covered inprimary and secondary. BiblioApps Service Widespread issues affecting app activation, login, holds and renewal will be treated as critical priority.All other issues will be treated as normal or low priority. This space will be updated with a full list of categories when the redesigned apps are launched. 2) Combined Classification for BiblioEmail The following combines Issue 1mportance, Prevalence and Severity Classification for BiblioEmail. Please refer to Ill. Response Commitments below for associated service response times. Emergency Critical Normal Low Widespread issues with:Widespread issues with:Issues that prevent:All other issues or requests, including: • Login to Email Manager• Sending of emergency emails. • • • Creation of SegmentEmails Ability to sign-upfor email Ability forsubscribers to update their preferences orunsubscribe Sending of SegmentEmails Creation of Campaign Emails and drip campaigns (phase 2) Sending of pre-builtautomated emails or transactional emails • • • Contact management Segment management Issues with library- built drip campaIgns. • • Changes to mappingofBiblioWeb termsto BiblioEmail Text changes andcosmetic issues not affecting functionality Changes to terms on sign-up and user preferences pages'View in Browser’ functionality inemail Analytics Other issues not covered elsewhere • • • • • • DocuSign Envelope ID: CF8E13El-FIC94F9E-BCEl-FOA5C51A9A7C 3) Definition of prevalence Prevalence of : users failure Feature outages are estimated to be system-wide, found consistently across any use of the feature on all supported browsers and across multiple patrons Majority ofusers Feature outages are estimated to affect a significant portion of average monthly users of the library’s onlinepresence or staff More than a fewusers Feature outages are estimated to affect a small portion of average monthly users of the library’s online presence but still big enough to suggest that there might be a pattern to the issue A few users • Feature outages are estimated to affect just a handful ofusers DocuSign Envelope ID: CF8EI 3El-FIC94F9E-BCEl-FOA5C51A9A7C II. Severity classification Based on the issue type (D, the following severity classifications are assigned. In the following section, responsecommitments for each type are described. A. Questions B ConfigurationTasks C. Suggestions 1) Regarding your ILS and 2) Other TopicsTomcat Server D. Corrections 2) Importance of feature 1) PrevalenceFailure Primary Secondary Tertiary All Majority More than a few Few Emergency Emergency Critical Normal Critical Critical Normal Low Normal Low Low Low “B“ – 6 DocuSign Envelope ID: CF8E13El-FIC9-+F9E.BCEl-FOA5C51A9A7C III. Response Commitments. Severity Level Emergency Critical Normal Low Contact Method Online Ticket Entry Online Ticket Entry Online Ticket Entry Online Ticket Entry or or or Backup Emergency PhoneLine Self-help throughPartner Portal Self-help throughPartner Portal Start Review’ Commitment Immediate.Next workingbusiness hour. Within two business days. Within two business days. Start Work Commitment Immediate Within one business day. In context of ongoing work. As resources allow. Resolution Commitment Work until resolved, except where blocked bythird-party dependencies. If possible without code changes, usually resolvedwithin 24 hours. If code changes areneeded. BiblioCommons may release a hotfix, or else defer code changes to an upcoming releaseFeature Release. In the context of ongoing work. As resources allow DocuSign Envelope ID: CF8E13El-FIC94F9E-BCEl-FOA5C51A9A7C Online ticket entry BiblioCommons manages support through an online ticketing system built into the BibiioCommons Partner Portal This is the standard gateway for all communications with BiblioCommons Support. BiblioCommons will supply access to this service to the Library for the purpose of issue tracking. All issues including emergencies should be reported to BiblioCommons through online support tickets. Once Requests are submitted they will be triaged, with resources and scheduling assigned based on an assessment of the importanceof the issue Backup Emergency Phone A toll-free emergency phone number will be made available to library staff as a backup measure for emergencies.However for the best results, we encourage staff to create tickets online. BiblioCommons staff will be reachable at this number 24/7. The current phone number is 1 (855) 436-6381 x 0. “B” – 8 DocuSign Envelope ID: CF8E13El-FIC94+F9E-BCEl-FOA5C51A9A7C SCHEDULE “C”SERVICE LEVELS BiblioCommons will use commercially reasonable measures to make the Core, Web and Events services available with a minimum uptime standard of 99.5%, excluding scheduled maintenance windows or any unavailability resulting from a Subscriber’s applications, equipment, facilities, or employees. Service Unavailability At the request of the Subscriber, BiblioCommons will calculate Subscriber’s Service Unavailability for the previous month. “Service Unavailability” consists of the number of minutes that the Core Service was not available to Subscriber, andincludes any unavailability associated with any unscheduled maintenance. Outages will only be counted if Subscriber notifies BiblioCommons within five business days of the outage. Service Unavailability will not include: a) any scheduled maintenance; b) any unavailability resulting from a Subscriber’s applications, equipment, facilities, or employees; c) any acts or omissions of Subscriber, or any use or user of the Service authorized by Subscriber; and d) any event outside the commercially reasonable control ofBiblioCommons and Force Majeure events as defined in the Agreement. Remedy Subscriber’s exclusive remedy for a failure of the Service shall be that for any continuous period of 24 hours or more of Service Unavailability, at Subscriber’s request, Subscriber’s Term shall be extended for one additional week without additional charge. Scheduled Maintenance The Subscriber acknowledges that the Service may not be available to Subscriber and Authorized Patrons during scheduled maintenance. For the purposes of this paragraph, “Scheduled Maintenance” only refers to planned, routine maintenancecarried out by BiblioCommons that has the effect of significantly limiting the functions of the Service available to Subscriberand Authorized Patrons. BiblioCommons shall limit Scheduled Maintenance to ten hours per month and shall make reasonable efforts to notify Subscriber of Scheduled Maintenance not less than twenty-four hours in advance. DocuSign Envelope ID: CF8E13El-FIC94F9E-BCEl-FOA5C51A9A7C SCHEDULE “D”TECHNICAL REQUIREMENTS Subscriber must meet the following requirements in order to take advantage of the Service. These requirements may be amended from time to time by BiblioCommons in accordance with evolving technical standards in the industry. ILS SERVER AND DATABASE • • The ILS server must be an instance of an ILS system as may be agreed to by BiblioCommons. The ILS server must offer or accommodate a reliable programmatic method: to access cataloguing and patron data; and to execute circulation requests on behalf of a User to execute any other ILS-based services stipulated in this Agreement. 0 0 0 Libraries must be able to provide the version number of the ILS application and its underlying database and operating system. Database version is only required for CARL.X, Evergreen and Horizon ILSs. The ILS must perform user authentication via barcode and PIN (personal identification number) or password. • • CONNECTOR The Services will communicate with Subscriber’s ILS via a connector, which will either be locally hosted in Subscriber’s network (the “Local Connector”) or hosted by BiblioCommons (the “Cloud Connector”). Connector type will be determined based on Subscriber’s ILS. The following requirements will apply based on the connector type. CLOUD CONNECTOR Access •Subscriber shall ensure that full access to the ILS API is externally available. o BiblioCommons uses technical and logical controls to protect its environment and to ensure that users can only access and act on information for which they have authorization. o Any additional security requirements from Subscriber may be accommodated for a supplementary implementation fee by written agreement. LOCAL CONNECTOR Tomcat Server • • • • There must be a new and correct installation of Apache Tomcat on a server (“the Tomcat server”) in the library environment. Tomcat Manager must be installed using BiblioCommons’ pre-configured Tomcat instance, or installed to meet BiblioCommons’ configuration requirements.There must be an instance of Java 1.8 on the Tomcat server, and it must be modifiable as BiblioCommons requirements evolve. Tomcat must be available through Subscriber’s firewall to the BiblioCommons servers with sufficient privileges and access required to comply with integration requirements. As required for monitoring and testing, BiblioCommons must be given unconditional SSH or Remote Desktop access to the server running Tomcat. In the event that such access is not provided by Subscriber, the uptime standard and remedy outlined in Schedule “C” will be void and additional subscription fees will apply (see “If Subscriber Does Not Meet the Required Conditions” below). o Access must be provided through a single set of credentials.Applicable only for Symphony ILS : o The Tomcat Server must be installed on the same server in which any Unicorn/Symphony API server commands are located o For Unicorn/Symphony, the Tomcat Server must be run using the 'sirsi’ user. • “D” - I “D“ - 2 DocuSign Envelope ID: CF8E13El-FIC94F9E-BCEl-FOA5C51A9A7C Hardware • • • • The Tomcat server CPU must have at least 2Ghz in processing speed, or processing speed that provides responsetime that is acceptable to Subscriber and BiblioCommons The Tomcat server must have a minimum of 512 MB of available RAM (for small libraries, under 25,000 population served), 1 GB (for medium libraries, under 100,000 population served) or 1 GB or more (for largelibraries). The Tomcat server must have a minimum 5 GB of free space on the hard-drive. The Tomcat server CPUs must not exceed 50% utilization (with existing, non-BiblioCommons load). Access •The standard security configuration provides for access to the ILS connector by opening a port in Subscriber’sfirewall to BiblioCommons servers. o BiblioCommons uses technical and logical controls to protect its environment and to ensure that users can only access and act on information for which they have authorization. o Any additional security requirements from Subscriber may be accommodated for a supplementaryimplementation fee by written agreement. During the testing and acceptance phase, if any incompatibilities with API calls arise, BiblioCommons will be granted SSH access to the system in order to verify API calls. Libraries using Symphony will need to grant SSHaccess to the system with the 'sirsi’ user in order to verify API calls. • BANDWIDTH • The library’s communication (all network communication from the connector to the ILS server, the ILS database, and to the external Internet) must be through a high-speed, reliable Internet connection: 5Mbps bi-directional (upload/download) or better for a small or medium-sized library, or 44Mbps bi-directional or better for a large library serving a population over 100,000. ASSISTANCE To successfully launch and maintain the BiblioCommons service, Subscriber must be prepared to provide: • A Project Manager (the “Library Project Manager”) to act as a liaison between your library andBiblioCommons;• A lead technical contact. USER INTERFACE Subscriber will be asked to provide graphic elements that meet basic usability criteria and specifications of the application. IN-LIBRARY TERMINALS BiblioCommons offers support for in-library terminals for the following browsers :• Internet Explorer• Firefox• Safari• Chrome An up-to-date listing of the oldest supported browsers will be posted here: http://www.bibliocommons.com/how-we-work/supported-browsers Other browser support may be provided by written agreement. DocuSign Envelope ID: CF8E13El-FIC94F9E-BCEl-FOA5C51A9A7C DATA QUALITY In order to facilitate BiblioCommons data transfers and the sharing of information among patrons and libraries, BiblioCommons has deployed the following minimum standards for data, which are preconditions for the Service. BiblioCommons has worked with other libraries to develop these standards based on the demands of both the ILS and the user experIence. MARC and Patron Data BiblioCommons’ requirements for MARC mapping reflect typical cataloguing practice: • Use of AACR2 or RDA and MARC21 standards for Bibliographic and Authority data; • Authority and Bibliographic records must be exportable separately with corresponding links between the two. Subscriber will complete a survey describing a set of rules that can be used across all bib records to isolate key data for mapping into BiblioCommons schemas, including for example and without limitation: • Format values (e.g., DVD, Braille book)• Audience values: Adult, Teen, Children• Fiction/Non-fiction/Other BiblioCommons will only support character sets and character-set encoding practices typical in library environments. BiblioCommons reserves the right not to support nonstandard library data practices and practices that require custom parsingof data Identifiers and Other Required Fields • • Library records must have persistent identifiers over time. For example, record numbers must persist for any batch delete and re-add process of the same set of records. All key elements such as patron identification, bibliographic record identification and item identification must have a unique permanent identifier o For example, if a patron loses their library card, their barcode may change, but the new barcode must reference the same unique permanent identifier. o Universal identifiers should be in place for all bibliographic records where practically possible. Patron records must have a birth date field, though not necessarily birth data.• CATALOGUING WORKFLOWS Subscriber should be prepared to describe acquisition and cataloguing workflows, explaining how records are added, changed and deleted in various cases (e.g., brief records created during the inter-library loan processes, records created during the acquisitions process, records that are suppressed from the online public access catalogue (OPAC), batch processes). BiblioCommons will support cataloguing practice and workflows that are typical among public libraries in NorthAmerica Subscriber must notify BiblioCommons in advance when a larger than normal number of records is added, edited, or deletedfrom their ILS. IF SUBSCRIBER DOES NOT MEET THE REQUIRED CONDITIONS BiblioCommons will show flexibility in the requirements detailed in this Schedule “D” if mutually agreeable alternatives are found. But in the absence of such alternatives and where Subscriber fails to meet materially any of the requirements, Subscriber will a) use its own resources to perform the work necessary to conform to the requirements or to specificationsapplied by BiblioCommons in libraries of similar size and with the same or similar ILS deployment, or b) hire DocuSign Envelope ID: CF8EI 3El-FIC94F9E.BCEl-FOA5C51A9A7C BiblioCommons at a rate of $1500 per day per technician to develop a reasonable solution that will be specified and estimated in advance by BiblioCommons. For Local Connector only: in the event that Subscriber does not provide 24-hour, 7 day-a-week remote desktop access to the server running Tomcat, Subscriber will pay to BiblioCommons an additional annual fee of ten thousand dollars ($ 10,000) 'D“ - 4 DocuSign Envetope ID: CF8E13El-FIC94F9E-BCEl-FOA5C51A9A7C SCHEDULE “E”PRIVACY STATEMENT A link to the Privacy Statement will appear to all Authorized Patrons or users registering with BiblioCommons during the registration process, and will appear on all main pages of the Service. The following Privacy Statement was in effectNovember 2020 and may be wnended by BiblioCommons from time to time. PUBLIC LIBRARY has entered into an agreement with BiblioCommons to provide online services that make it easier to find, discover and use collections, services and programs at the library. In addition, you may also choose to use this service to share ratings and commentary about the titles you find at PUBLIC LIBRARY, and to connect with other library users. When you use PUBLIC LIBRARY services that say “Powered by BiblioCommons” at the bottom of the page, you are usingwhat is referred to in this document as the “BiblioCommons Service,” and any information that is collected or shared here will be governed by this Privacy Statement. BiblioCommons believes that effective privacy controls are the cornerstone of open and engaged communities. We have implemented the standards described on this page to protect the privacy of all users, at the same time providing the opportunity to share information about books, movies and music for those who are interested. By using the BiblioCommons Service, you agree to the terms of this BiblioCommons Privacy Statement and the BiblioCommons Terms of Use. The BiblioCommons Privacy Statement and BiblioCommons Terms of Use can be accessed anytime through the links at the bottom of each page that is powered by BiblioCommons; together they are the only documents that govern your relationshipwith BiblioCommons. Is this the only policy governing the use of my information on services offered by the library? No. 1nformation you provide on the BiblioCommons Service may be transmitted to your library and its designated service partners, where it will be handled according to the policies your library has implemented in those environments. Please check the library’s website to view these documents, or speak to a librarian. What types of information are collected on this service? Several types of information may be collected and stored on the BiblioCommons Service: • • • • • Personal information Borrowing information Shared content Feedback and Suggestions Non-Identifying information You will find a description of how this information is handled in the sections that follow. Personal Information What personal information is gathered? BiblioCommons gathers personal information that you provide or choose to import from PUBLIC LIBRARY. If you register for the BiblioCommons Service, your library barcode, PIN and borrower ID, name, birth month and year, and email address are automatically loaded into your on-line account from your library record. If some of this information is not available in your record you may be asked to provide it. How is my personal information used? “E” - 1 DocuSign Envelope ID: CF8E13El-FIC9-+F9E-BCEl-FOA5C51A9A7C We use your personal information to create an online account in your name, provide the services that you have requested, monitor and improve the service, keep your library record up to date, and customize content. We may store some of this information in a secure third-party data repository. We do not share your information or activity with ad networks or other entities that are not directly involved in the services you choose to use. If you choose to share information or opinions about books, movies, music, and other topics, participate in online conversations, or create selections using Lists or My Shelves (“Shared Content”), information such as the username or name you have chosen to display, your library affiliation(s) and age group may accompany your Shared Content and appear on a profile page that summarizes your Shared Content. If you would like to change your username or modify the information that is made publicly available in connection with these features, please visit your Settings. BiblioCommons may disclose your personal information and any content associated with your account if required to do so by law or in a good faith belief that such disclosure is reasonably necessary to: (a) satisfy any applicable law, regulation, legal process or enforceable governmental request, or (b) enforce the Terms of Use, including investigation of potentialviolations hereof. Is my personal information protected? Information in your BiblioCommons account that personally identifies you is encrypted during transmission and storage. This information will be used by BiblioCommons and PUBLIC LIBRARY to deliver the services you request in accordance with this Privacy Statement. BiblioCommons will not share, gift, sell, rent or trade your personal information (e.g. youremail address or month and year of birth). But we may display Shared Content (defined below) in the BiblioCommons Service, or make other commercial uses of Shared Content. Law Enforcement Requests BiblioCommons does not share information in response to law enforcement requests unless it is presented with a warrant or other legal compulsion. Can I change or delete my personal information? You may alter or delete any of the personal information in your BiblioCommons account except for your name, birth information and your library card number(s); please contact your library staff to make changes to these. If your personalinformation is updated either through the BiblioCommons Service or directly on your PUBLIC LIBRARY account with the help of library staff, we will synchronize the new information in both locations. At any time, you may request to have your BiblioCommons account deleted without impacting your account with PUBLIC LIBRARY. To have your BiblioCommons account deleted, please contact your library. Note that while your BiblioCommons account information will not be available after deletion, some of that information may persist on memory discs Do I have to provide contact information? No, you do not need to provide contact information to use the BiblioCommons Service. However you may choose to do so in order to receive notices related to your use of the library through the BiblioCommons Service. Your contact information will not be used by BiblioCommons for any other purpose without your consent, or shared with any party other than PUBLIC LIBRARY without your direction to do so. We encourage you to check PUBLIC LIBRARY s policies to understand the other ways in which your contact information may be used by PUBLIC LIBRARY. BiblioCommons may send email or display messages on the service that provide you with the choice to take advantage ofnew features and functionality based on your past activity and stated preferences. To change your preferences for system messaging, please go to My Settings. Email Service DocuSign Envelope ID: CF8E13El-FIC9-4F9E-BCEl-FOA5C51A9A7C PUBLIC LIBRARY uses the BiblioCommons Service to provide emails about library collections, services and programs. You may receive emails powered by BiblioCommons if you signed up for them on the library website, or if your libraryincluded your account on their distribution list. BibiioCommons uses the following information for emails when available: name, email address, and areas of interest (e.g. audience, format, location, genres, topics). You may update your information or unsubscribe from the email service at any time, by selecting the 'unsubscribe or update your preferences’ link from the bottom of any email. BiblioCommons uses tracking technologies (such as pixels and interaction logging) to collect usage data about yourinteractions with the emails, including which emails are opened and what content is engaged with. This information allows PUBLIC LIBRARY to perform analysis into the use and performance of emails, to better serve you in subsequent emails. What measures are in place to protect children? Parts of the BiblioCommons Service are open to children under the age of thirteen. However additional measures have been taken to protect their privacy and safety. Patrons under the age of thirteen ( 13) years (“minors”) will be restricted from usingthe BiblioCommons Service to enter free text; however provision may be made for a more permissive service for minors with parental consent. While the Terms of Use prohibits the use of the BiblioCommons Service to arrange meetings withminors, children should be advised never to arrange meetings with strangers over the Internet. User-generated content may not be appropriate for children. The BiblioCommons Service contains functionality that will enable you to collapse user-generated content that has been flagged by Users who feel the content may be offensive to some users. Enabling this functionality will help decrease the likelihood of children encountering objectionable material when using the BiblioCommons Service. Where can I learn more about internet safety for users under the age of 18? We recommend that parents and guardians discuss internet privacy and safety with their children. When using the internet,children should be advised: • never to give out personal information such as their real name, phone number, email address, or school without first consulting their parents or guardians, and • never to arrange a meeting with someone they met online. More information about children’s safety online can be found on the following sites. Safety tips for children: http ://kidshealth.org/en/kids/internet-safety .html • http://www.safesurfingkids.com/tips for kids.htm • “E“ - 3 Tips for parents: • http://www .google.com/familysafety/advice.html • http://www.internetsafety 101.org/safety 101.htm How can parents and guardians oversee the personal information of their children? Guardians of underage users in the US may make a request to review and alter the personal information collected from their children on this service, or to deactivate their child’s BiblioCommons account. The first step in gaining access to your child’s account is to make your request in person to staff at one of the library’s locations. Be prepared to show proof of your identity and of your relationship with the child. Staff will then have the information retrieved and delivered to you by mail or held for pick-up. Note that guardians cannot be given access to a child’s borrowing record. DocuSign Envelope ID: CF8EI 3El-FIC94F9E-BCEl-FOA5C51A9A7C Note that the BiblioCommons Service does not require children under the age of 13, as a condition of participation, toprovide more information than is reasonably required. Borrowing Information Is my borrowing record tracked? No. Lists of your current loans, due dates, outstanding fines, etc. may be loaded from your library record during your sessions online, but this information is not stored on your BiblioCommons account, and it is never shared with other users. You may choose to create a record of your recently-borrowed titles if this service is supported by your library; information about recently borrowed items is never made available to the public unless you choose to enter specific titles on your shelves or in other Shared Content. If you do not choose to enable the recently-borrowed feature, no automatic record of your borrowing will be created. Shared Content What is Shared Content? You may use the BiblioCommons Service to record information or opinions about books, movies, music, and other topics,participate in online conversations, or create selections using Lists or My Shelves; all of this content is called “Shared Content”. Shared Content may be useful for your own reference and can help other users find resources and information. When you contribute content to an individual title, that title is automatically added to My Shelves, a collection that gathers all of the titles to which you have contributed content or chosen to add to your shelves. You may also create Shared Contentby interacting with others through messaging, forums, or collaborative guides. Can Shared Content be viewed by the public? Shared Content has been designed for sharing, and is usually public. However you may make portions of your Shared Content private by using your Privacy Settings. In addition, messages sent directly to other users through the service are notpublically viewable. If you are uncomfortable with the idea of sharing content with others, you may decide not to use My Shelves or contributeratings, comments, guides, or other types of Shared Content. You do not need to create Shared Content in order to use theBiblioCommons Service. Will my name be visible with my Shared Content? Content and messages that you leave in public view or send to other users will be accompanied by the username that you create, or by whatever display name that you choose at a later date in your account settings. This display name is also linked to your profile page, which includes links to your Shelves, your shared Lists, and any other profile information you choose to display. Can I change my Shared Content? Shared Content that is not interactive may be edited or deleted on this service at any time. Deleted content is removed from our data bases and inaccessible to other users, but may remain in our data back-up system and in third-party search indexes like Google. Shared Content that is not deleted may remain available on the BiblioCommons Service indefinitely, even ifyou have closed your library account. Messages and chat cannot be deleted or edited once they have been sent. They are logged and archived indefinitely. In the event of complaints regarding violations of the BiblioCommons Terms of Use, this type of information may be used byBiblioCommons to investigate. DocuSign Envelope ID: CF8E13El-FIC9-4F9E-BCEl-FOA5C51A9A7C Interactive Shared Content that other users may respond or contribute to, such as discussions, may be visible to others indefinitely in association with your display name, and may persist after your BiblioCommons account is terminated. Other Information Feedback and Suggestions When you submit feedback or suggestions they will not be considered confidential and may be stored with your name and email address for analysis and follow-up. Non-Identifying Information BiblioCommons also records anonymous information and activity in order to improve the quality and scope of the features and content you access through the BiblioCommons Service. For example: Information such as your browser type or anonymized IP address may be used to help us understand how visitors use the service over time and how it might be improved. Data from your account may also be aggregated in an anonymous way. Anonymous search logs are analyzed to improve the search algorithms. Activity such as borrowing and reading may be aggregated anonymously to guide the development of the library’s collections or to allow publishers to understand how their titles are being used. Non-identifying information may be stored in a secure online service such as Google Analytics for use by BiblioCommons or your library. You can opt out of recording your non-identifying site-activity data on Google Analytics by installing the Google Analytics opt-out browser add-on. The add-on prevents the Google Analytics JavaScript (gtag.js, ga.js, analytics.js, and dc.js) that is running on websites from sharing information with Google Analytics about visit activity. Cookies Cookies are small files used to enhance the functionality of websites. BiblioCommons may set and access temporary session cookies on your computer in order to make our system easier for you to use. In addition, a more persistent cookie is used to store your user preferences. These files do not contain or transfer any personally-identifiable information. You may also choose on the log-in page to save your username in a cookie by checking “remember me.” if you wish to be notified when you receive a cookie, you may set your browser to do so. External Sites The Internet is a big place: take care to guard your personally identifying information. This website may link to other websites that collect personal information. We recommend that you review the privacy policies of these sites before providing them with any personal data. Changes to this Privacy Statement This privacy statement may change from time to time in response to new laws, or to an evolution in BiblioCommons policies or practices. We encourage you to check this privacy statement from time to time for changes. Your continued use of BiblioCommons after a change will signify your acceptance of the new terms. DocuSign Envelope ID: CF8E13El-FIC94F9E-BCEl-FOA5C51A9A7C Change of Service In the event that PUBLIC L/BR,4RY discontinues its participation in the BiblioCommons Service, the PUBLIC LIBRARY may transfer your information to a new service of a similar nature. In addition, PUBLIC LIBRARY may agree to have your information transferred to a successor entity of BiblioCommons or to any entity, which purchases substantiallyall of the assets related to BiblioCommons or a division ofBiblioCommons. Comments? Questions? Contact us: privacy@bibliocommons.com Privacy OfficerBiblioCommons 119 Spadina Avenue, suite 1000Toronto, ON M5V 2LI, Canada tel. 1 (647) 436 6381 PUBLIC LIBRARY may have additional policies that govern other aspects of the services we offer. Please check the library's homepage to view these documents, or speak to a librarian. DocuSign Envelope ID: CF8E13El-FIC94F9E-BCEl-FOA5C51A9A7C SCHEDULE “F”TERMS OF USE Acceptance of the Terms of Use is a condition of any use of the Service. In addition upon registration, which is required before an Authorized Patron may access circulation functions or contribute content, he or she must signal his or her agreement to the Terms of Use by clicking a checkbox. The following Terms of Use were in eJect September 2018 and may be amended by BiblioCommons from time to time. PUBLIC LIBRARY has entered into an agreement with BiblioCommons to provide an online service that will make it easier to track your holds and renewals and find the titles you are looking for. In addition, you may also choose to use this service to share ratings and commentary about the titles you find at PUBLIC LIBRARY, and to connect with other BiblioCommons users. When you use the pages in PUBLIC LIBRARY s catalog that say “Powered by BiblioCommons” in the lower left- hand corner of the screen, you are using what is referred to here as the “BiblioCommons Service,” and these BiblioCommons Terms of Use apply. Your use of the BiblioCommons Service is subject to the BiblioCommons Terms of Use, and indicates that you accept these Terms of Use, which includes the BiblioCommons Privacy Statement; together they are the only documents that govern your relationship with BiblioCommons. You may not use the BiblioCommons Service if you do not accept the Terms of Use; please read them carefully. Is this the only policy governing my use of the library’s services? No. PUBLIC LIBRARY may have additional policies that govern other aspects of the services we offer. Please check the library’s website to view these documents, or speak to a librarian. REGISTRATION Is Registration Necessary? It is not necessary to register with the BiblioCommons Service in order to search the PUBLIC LIBRARY catalog. However, registration is required to use BiblioCommons for personalized services, such as managing your renewals and holds, contributing ratings and reviews, personalized recommendations, and communicating electronically with other users. Who is Eligible to Register? Registration for use of the BiblioCommons Service is open to all patrons of PUBLIC LIBRARY and other libraries affiliated with BiblioCommons (PUBLIC LIBRARY and other affiliated libraries are referred to herein as "Participating Libraries"). Can children use this service? Children are welcome to register for the Service. However, we recommend that parents and guardians discuss internet privacy and safety with their children regularly. Please read the BiblioCommons Privacy Statement to find out more about the measures that have been put in place on the BiblioCommons Service to protect the privacy and security of children, and for information on protecting your child’s privacy and safety online. Where can I find out more about the privacy policy of the BiblioCommons Service? DocuSign Envelope ID: CF8E13El-FIC94F9E-BCEl-FOA5C51A9A7C The privacy of your personal information is important to BiblioCommons. We have established security measures and controls to ensure that your information is only used as you wish. We encourage you to review the BiblioCommons Privacy Statement, which forms a part of these Terms of Use, as well as the PUBLIC LIBRARY Fi\vacy Policy. SHARED CONTENT What is Shared Content? You may use the BiblioCommons Service to create “Shared Content,” which is any information, content or opinion that you post on the Service; it includes online conversations on the Service and selections you create using Lists or My Shelves. Shared Content may be useful for your own reference and can help other users find resources and information. Shared Content may include for example collections, ratings, reviews, video, or conversations with other users. You may make portions of your Shared Content private, or you may leave it publicly available (as “Public Content”) for the benefit of yourself and other users in your library and on the World Wide Web. To learn more about the controls BiblioCommons has put in place to protect your privacy, please refer to the BiblioCommons Privacy Statement, or visit your prrvacy settIngs. Who owns Shared Content? Registered Users retain any ownership rights they have in content that they post on the BiblioCommons Service. However as described below, other users of the service, PUBLIC LIBRARY and BiblioCommons are granted an irrevocable, perpetual,non-exclusive license to use Shared Content. Can other users use my Shared Content? The sharing of content is an important objective of the BiblioCommons Service. When you contribute Shared Content that can be viewed by others, you grant a license to other users to make use of that material under an Attribution-Noncommercial- Share Alike Creative Commons License. This is a license that grants others the non-commercial right to copy, distribute, display, perform the work or create derivative works on the condition that the original author is credited, and that any derivative distribution is licensed in the same way. Unless otherwise indicated, you have the right to use Shared Content contributed by others according to the same Creative Commons license. What rights do PUBLIC LIBRARY and BiblioCommons have to use Shared Content? By contributing content such as reviews and comments to the BiblioCommons Service, you are granting BiblioCommons and PUBLIC LIBRARY the right to use this content broadly. BiblioCommons may display Shared Content in the services that we sell to libraries or other third parties. Unless otherwise indicated, when you post Public Content, you grant, represent and warrant that you have the right to grant BiblioCommons and PUBLIC LIBRARY an irrevocable, perpetual, non- exclusive, transferable, royalty- kee, worldwide license, with the right to sublicense, to use, copy, publicly display, reformat, translate, excerpt, perform, adapt, create derivative works from, and distribute such content with the name or username you have chosen to display. If you do not want to give BiblioCommons and PUBLIC LIBRARY these rights, please do not contribute Shared Content onthe BiblioCommons Service DocuSign Envelope ID: CF8EI 3El-FIC94F9E-BCEI-FOA5C51A9A7C What are my responsibilities when I choose to post Shared Content? You are solely responsible for the Shared Content that you post to the BiblioCommons Service, or transmit to or share with other users. Please read carefully the section in these Terms of Use entitled " Appropriate Use" to ensure that you understand the responsibilities that you incur when you post Shared Content. BiblioCommons respects the intellectual property of others, and we ask our users to do the same. You represent and warrant that you own or otherwise control all of the rights to the content that you post; that use of the content you supply does not violate these Terms of Use and will not cause injury to any person or entity; and that you will indemnify us for all claims resulting from content you supply. BiblioCommons may, at our discretion, disable and/or terminate the BiblioCommons accounts of users who violate these Terms of Use. What can I do if I see content that infringes on my intellectual property rights? If you believe that your work has been copied in a way that constitutes copyright infringement, please provide BiblioCommons’ copyright agent the written information specified below. Please note that this procedure is exclusively for notifying us that your copyrighted material has been infringed. BiblioCommons’ copyright agent can be reached via email at copyright@bibliocommons.com, or at the above mailing address. Please provide: • An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; • A description of the copyrighted work that you claim has been infringed upon; • A description of where the material that you claim is infringing is located on the site; • Your address, telephone number, and e-mail address; • A statement by you that you have a good-faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; • A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf. Our Address: BiblioCommons 119 Spadina Avenue, suite 1000 Toronto, ON M5V 2LI, Canada tel. 647 436 6381 Is Shared Content ever removed from the BiblioCommons Service for other reasons? Some users may not wish to view all user generated content. BiblioCommons users who are logged-in have the option of blocking, "ignoring" or collapsing content from specified users on an individual basis. Ignoring a user can be reversed. The BiblioCommons Service also offers the ability to collapse user-generated content that other users have flagged as containing content that they consider offensive or otherwise inappropriate. BiblioCommons will allow all Users to collapse user-generated content based on their individual viewing preferences. But an individual User’s viewing preferences shall not affect the viewing preferences of other Users. r" - j DocuSign Envelope ID: CF8E13El-FIC94+F9E-BCEl-FOA5C51A9A7C All posted content is subject to the Appropriate Use standards of these Terms of Use. If you see content that violates the Appropriate Use standards, you may flag the content by using the 'Report This’ tool that is adjacent to all Shared Content when you are logged in. If content is flagged by a number of different users – three at this time – it is reviewed for compliance with the Terms of Use. If such content is found to violate the Terms of Use, it may be removed from public view and an email will be sent to the User who authored the content, notifying the User of the right to appeal the initial determination. The email will notify the User that BiblioCommons has removed the flagged content, indicate the specific Terms of Use that were violated, and state the process for appealing BiblioCommons’ initial determination. A User’s failure to submit a written appeal in the manner described in the email notice within thirty (30) days of the date of the notice will render the decision to remove the content final. BiblioCommons will give Users who appeal the initial determination within 30 days as provided above an opportunity to explain why the flagged content complies with the Terms of Use. BiblioCommons will review the information provided by the User in support of the appeal and shall decide, after considering that information, whether the content complies with or violates the Terms of Use. BiblioCommons shall decide an appeal within 30 days of receiving it. If BiblioCommons determines that the flagged content does not violate the Terms of Use, it shall restore the flagged comment. If BiblioCommons determines that the flagged content violates the Terms of Use, it shall promptly notify the User of its decision not to restore the flagged content and the reason for the decision. The BiblioCommons Service is not intended for the storage of valuable or irreplaceable data. Appropriate Use Standards All visitors to the BiblioCommons Service agree not to: • • • • • • • access or attempt to access areas of the BiblioCommons Service in which they are not authorized; use or attempt to use another person’s account without our authorization, or falsely state or otherwise misrepresent yourself, your age or your affiliation with any person or entity; solicit personal information from anyone under the age of 1 8, use the BiblioCommons Service to arrange a meeting with anyone under the age of 1 8 or solicit passwords or personally identifying information for commercial or unlawful purposes; disable, overburden, impair the proper performance or functionality of the BiblioCommons Service or otherwise use or attempt to use the BiblioCommons Service to organize a meeting with any individual who is under 18 years of age; use or access the BiblioCommons Service or related systems in a way that adversely affects the performance or function of the service; use any automated system to harvest or capture any BiblioCommons Content (as defined below) from the BiblioCommons Service, except as may be specifically permitted using RSS/XML feeds; co-brand the BiblioCommons Service or portion thereof ("co-branding" means to display a name, logo, trade- mark, or other means of attribution or identification of any party in a manner reasonably likely to give a user the impression that such other party has the right to display, publish, or distribute the BiblioCommons Service or BiblioCommons Content); “F” - 5 DocuSign Envelope ID: CF8E13El-FIC9-4F9E-BCEl-FOA5C51A9A7C • "frame" the BiblioCommons Service or portion thereof so that the BiblioCommons Service or BiblioCommons Content appears in the same window with a portion of another website. If you choose to register, you agree to: • • • • provide and maintain accurate, current and complete information; ensure that your account is used in keeping with all terms governing the use of the BiblioCommons Service, including these Terms of Use; maintain the security of your password and username; not register for more than one account. Appropriate Use When Posting Content Remember that the Service is used by visitors with a broad range of ages and sensibilities. You agree not to use the Service to upload, post, transmit, share, store or otherwise make available any content that: • • • • • • • • • • violates the Appropriate User Standards; is unrelated to the specific book, movie, music or other library material that is the subject of the post or displayed page; is unlawful, threatens or inches violence, physical intimidation or other unlawful action or otherwise creates a genuine risk of imminent harm or direct threat to safety; consists of or depicts obscene material as defined by applicable state, provincial or national law; constitutes unlawful multi-level marketing, such as a pyramid scheme; constitutes unsolicited or unauthorized advertising, solicitations, promotional materials, junk mail, spam and/or chain letters for commercial or personal gain; is private information about or belonging to any third party, including, without limitation, home addresses, home phone numbers, personal email addresses, personal identification numbers and credit card numbers, the disclosure of which would constitute an invasion of privacy or otherwise be prohibited under applicable law; contains software viruses, worms, or any other computer code, files or programs designed to interrupt, gain illegal access, destroy or limit the functionality of any data, software, hardware, or telecommunications equlprnent; infringes upon or violates the rights of any individual or entity under applicable state, provincial or national law including without limitation, intellectual property rights; constitutes, encourages or provides instructions for a criminal offense or that would otherwise create liability or violate any local, state, national or international law. Warning About Content You understand that by using the BiblioCommons Service, you may encounter content that may be considered indecent or otherwise objectionable. Consequently, you agree to use the BiblioCommons Service at your sole risk and you agree that neither BiblioCommons nor any Participating Library shall have any liability to you for any such content that may be found to be indecent or otherwise objectionable. Neither BiblioCommons nor PUBLIC LIBRARY verify the accuracy, truthfulness or reliability of any information posted by users, endorse any opinions, or confirm the credentials of any users who may post information. You should always “F” - 6 DocuSign Envelope ID: CF8E13El-FIC94F9E-BCEI.FOA5C51A9A7C exercise caution and not rely or act upon any information available on the BiblioCommons Service, particularly information that relates to your legal rights, financial arrangements or health. BiblioCommons may at any time use automated translation tools to make the BiblioCommons Service or portions of it available in languages other than English. Such tools have significant limitations and only the English version of anytranslated content is considered the definitive version. The BiblioCommons Service contains functionality that will enable you to collapse user-generated content that has been flagged by Users who feel the content does not conform to the Terms of Use or is otherwise inappropriate for all users. Enabling this functionality will help decrease the likelihood of encountering objectionable material when using theBiblioCommons Service. How are feedback and suggestions managed? BiblioCommons accepts feedback, questions, comments, ideas, concepts, or techniques for new services or products through the Service ("Suggestions"). When you submit Suggestions you agree that they will not be considered confidential, and that they may be stored with your name and email address in a database that may be located outside of your country. By submitting any Suggestions, you grant BiblioCommons an unrestricted, irrevocable, world-wide, royalty-free right to use, communicate, reproduce, publish, display, distribute and exploit such Suggestions in any manner, and you agree that we may contact you via email for clarification or additional feedback. BIBLIOCOMMONS CONTENT The services and content provided on BiblioCommons (’'BiblioCommons Content") are comprised of 1) services and content provided by Participating Libraries, BiblioCommons and third-party providers ("Service Content"); and 2) Shared Content contributed by users. All BiblioCommons Content is protected by law, and its use is governed by the rights described below. Can I display BiblioCommons Content on other websites? The Service makes it possible for you to feature public BiblioCommons Content on external third party websites or applications. This is encouraged under the terms described here. Pages on any external third-party websites and applications that display BiblioCommons Content must provide a link from each extract to an original presentation of that material on a BiblioCommons webpage. We reserve the right, at any time and without notice, to object to or require the removal of any link that is misleading, or interrupts or interferes with the Service provided by BiblioCommons. Are there any restrictions on my use of the Service Content in other environments? BiblioCommons and PUBLIC LIBRARY grant our authorized users a limited, personal, non-transferable, revocable license to access and use the Service and Service Content for personal, non-commercial use. All other rights are reserved. Except as arranged by separate agreement, you may not copy, reproduce, republish, download, post, broadcast, transmit, make available to the public, or otherwise use the Service Content in any way except for your own personal, non-commercial use; nor may you disassemble, decompile, or reverse engineer the Service. The Service Content is the intellectual property of Participating Libraries, BiblioCommons, or their affiliates or their licensors, and is protected by US and international copyright law. Some elements of the Service Content are also protected by trademark law and laws related to trade dress, trade secrets, and unfair competition. DocuSign Envelope ID: CF8E13El-FIC94F9E-BCEl-FOA5C51A9A7C OTHER NOTICES Overdue Notification Service Reminder notifications are not a replacement for keeping track of your borrowing. Neither BiblioCommons nor PUBLIC LIBIUIRY take responsibility for fines that result from missed reminders. You can check your account status by visiting IW Borrowing. Warning About Links to Other Sites The BiblioCommons Service may contain links to other websites and resources that are not a part of the Service ("Linked Sites"). We provide links to Linked Sites as a convenience to the Users of the Service and such links do not imply any endorsement of the Linked Sites by us. We have no control over the content of Linked Sites. Users must be aware that the Linked Sites may also have terms of use or privacy policies that differ significantly from those of the Service. All use of Linked Sites is at your own risk. General You may not assign these Terms of Use or any of your interests, rights or obligations under these Terms of Use. If any provision of these Terms of Use is found to be invalid by any tribunal having competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms of Use, which shall remain in full force and effect. Any waiver of any portion of these Terms of Use or of any right or remedy ofBiblioCommons must be in writing in order to be effective. Limitation of Liability To the extent permitted by law and to the extent that BiblioCommons or Participating Libraries are otherwise found responsible for any damages, BiblioCommons or Participating Libraries are responsible for actual damages only. To the extent permitted by law, in no event shall BiblioCommons, its affiliates, its licensors, its suppliers, participating libraries, or any third parties mentioned at the Service be liable for any incidental, indirect, exemplary, punitive or consequential damages, lost profits, or damages resulting from lost data or business interruption resulting from the use of or inability to use the Service or the Content, regardless of the theory of law upon which such claim may be based, including warranty, contract, tort, and whether or not BiblioCommons or Participating Libraries are advised of the possibility of such damages. To the extent permitted by law, the remedies stated in these Terms of Use are exclusive and are limited to those expressly provided for in these Terms of Use. Any action or claim related to these Terms of Use or arising from your use of the Service must be brought within twelve ( 12) months of the existence of the alleged facts giving rise to the action or claim. Disclaimer of Warranties Neither BiblioCommons nor Participating Libraries make any representations with respect to the BiblioCommons Service, including any representations related to results that may be obtained by using the BiblioCommons Service. All use of the Service is at the sole risk of the user. DocuSign Envelope ID: CF8E13El-FIC9+F9E-BCEI.FOA5C51A9A7C The BiblioCommons Service and the BiblioCommons Content are provided on an "as is" basis and BiblioCommons and Participating Libraries disclaim any and all warranties to the fullest extent permissible by law, including implied and/or statutory warranties, including but not limited to implied warranties of merchantability, non-infringement of third parties' rights, and fitness for a particular purpose. Neither BiblioCommons nor the Participating Libraries make any representations or warranties about (and specifically disclaim any responsibility for) the accuracy, completeness, security or timeliness of the BiblioCommons Service and its content. No warranties may be made in relation to the website or its contents except as contained in these Terms of Use. You agree and acknowledge that the limitations and exclusions of liability and warranty provided in these terms of use are fair and reasonable. Indemnity You agree to defend, indemnify, and hold harmless BiblioCommons and the Participating Libraries (as well as their officers, directors, employees, agents, successors and assigns) from and against any third party claims, actions or demands (including, without limitation, costs, damages and reasonable legal and accounting fees) alleging or resulting from, or in connection with your use of this Service or your breach of these Terms of Use. Your First Amendment and Other Rights BiblioCommons has worked extensively with libraries across the United States to ensure that these Terms of Use protect your First Amendment and other rights as a library patron. These Terms of Use (including the mechanics around removing Shared Content as described above) have been created and are revisited from time to time, to ensure that they are reflective of, and otherwise protect, your First Amendment and other library patron rights. These Terms of Use should not be interpreted in any matter to lessen or remove your First Amendment rights or any other statutory rights you may have as a library patron. Jurisdiction and Forum Your use of the Service and these Terms of Use shall be governed by and construed in accordance with the laws of the Province of Ontario, Canada, excluding (a) its conflicts of law rules and (b) the United Nations Convention on Contracts for the International Sale of Goods (including all related protocols). Any dispute, claim or action related to your use of the Service or under these Terms of Use shall be resolved by arbitration under the Arbitration Act (Ontario) by a single arbitrator sitting in Toronto, Ontario, in the English language, and you fbrther agree and submit to the exercise of personal jurisdiction of such arbitrator(s) for the purpose of litigating any such claim or action. Notwithstanding any provision of this section of the Terms of Use, BiblioCommons shall be free to seek interim or injunctive relief before any court of competent jurisdiction for a breach or a threatened breach of any provision of these Terms of Use that may, in our absolute discretion, require an urgent remedy. For the purposes of the foregoing, you expressly attorn to the jurisdiction of the courts of the Province of Ontario and the Federal Court of Canada sitting in Toronto, Ontario and waive any claim or defense that such forum is not appropriate. You agree that the limitations on liability, disclaimer of warranties and indemnity provisions of this Terms of Use are for the benefit ofBiblioCommons, our Participating Libraries and their successors. Compliance with Law DocuSign Envelope ID: CF8E13El-FIC94F9E-BCEl-FOA5C51A9A7C You agree to use the BiblioCommons Service in strict compliance with all applicable laws and regulations. You shall take no actions which would cause BiblioCommons or Participating Libraries to be in violation of any laws, rulings or regulations applicable to BiblioCommons or Participating Libraries. Complete Agreement Except as expressly provided in a separate written agreement between you and BiblioCommons, these Terms of Use constitute the entire agreement between you and BiblioCommons with respect to your use of the BiblioCommons Service. Updating these Terms of Use and the Service The BiblioCommons service is constantly evolving in order to provide the best possible experience for our users, and our terms may change accordingly. However we will not reduce your rights under these Terms of Use without your explicit consent. We will post any changes to the Terms on this page and, if the changes are significant, we will provide a more prominent notice on the Service. Your continued use of the BiblioCommons Service signifies your acceptance of any revised Terms of Use. Without specific notice to you, BiblioCommons may change, supplement, delete or update any portion of the Service; or establish or change, at any time, general practices and limits concerning our products and services. Termination You agree that BiblioCommons, in its sole discretion, may terminate or suspend your use of the BiblioCommons Service and BiblioCommons Content at any time regardless of whether the BiblioCommons Service remains accessible by others. BiblioCommons may discontinue the BiblioCommons Service at any time without liability to you. Upon termination of the license, you shall cease all use of the BiblioCommons Service. DocuSign Envelope ID: CF8E13El-FIC94F9E-BCEl-FOA5C51A9A7C SCHEDULE “G”ADDITIONAL FEES Additional fees may apply in certain circumstances as referenced in the Agreement. The following fees are in effect on the date hereof Data exports will be completed after payment from Subscriber has been received and provided that Subscriber is not in material breach of any of its material obligations under this Agreement. G.1 - Patron-Contributed Data Export Upon Termination – BiblioCore and BiblioWeb Fee: $2,000.00 Format: .csv format or such other format that the Parties may agree upon Scope: Shared Content that has been submitted by Users via the BiblioCore and BiblioWeb products G.2 - Staff-Contributed Data Export Upon Termination – BibHoWeb Fee: $500.00 Format: XML format (text only) Scope: Content (text only) that is in production that has been created by Subscriber’s staff in the BiblioWeb product DocuSign Envelope ID: CF8E13El-FIC94F9E-BCEl-FOA5C51A9A7C CONFLICT OREST QUESTIONNAIRE -For vendor or other Derson doing business with local governmental enti L 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 definedby Section 176.001(1-a) with a local governmental entity and the vendor meets requirements under Section 176.006(a) and by City of DentonEthin 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. An offense under this section is amisdemeanora NiV. BIBLIOCOMMONS CORP. 2 1 1 Check this box if you are filing an update to a previously filed questionnaire. (The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than the 7th business day after the date on which you became aware that the originally filed questionnaire was incomplete or inaccurate.) 3 Name of local government officer about whom the information in this section is being disclosed. Name of Officer 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. Tbis section, (item 3 including subparts A, B, C & D), must becompleted for each officer with whom the vendor has an employment or other business relationship as cleaned by Section 176.00 1(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?=nYes No B. Is the vendor receiving or likely to receive taxable income, other than investment income, from or at the direction of the local government officer named in this section AND the taxable income is not received from the local governmental entity?E Yes = No C . Is the filer of this questionnaire employed by a corporation or other business entity with respect to which the local govenrment officer serves as an officeror director, or holds an ownership of one percent or more? = Yes = No D.Describe each employment or business and family relationship with the local government officer named in this section 4 5 Ld I have no Conflict of Interest to disclose. IXx:a1 @jEy: th the governmental entity£gnatTeS 2/16/2024 Date DocuSign Envelope ID: CF8E13El-FIC94F9E-BCEl-FOA5C51A9A7C CONFLICT OF INTEREST QUESTIONNAIRE For vendor doing business with local governmental entity Acomplete copy ofChapter 176 ofthe Local Government Code may be found at http://www.statutes.legis.state.tx.td Does/LG/htm/La 1 76.han. For easyreference, below are some of the sections cited on this form Local Government Code $ 176.001(1-a): "Business relationship" means a connection between two or more parties based on commercial activity of one of theparties. TIle 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 ofa 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) A local 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 $21500 during the 12-month period preceding the date that the officer becomes aware that (i) acontract between the local governmental entity and vendor has been executed; or (ii) the local govemmental entity is considering entering into a contract with the vardw (B) has given to the local government oaicer ora family memtxrofthe o#icer one or more gifts that have an aggregatevalueofmore than SICX) in the 12-month period preceding the date the officer becomes aware that: (i) a conbact between the local governmental entity and vendor has been executed; or (ii) the local governmental entity is considering entering into a contract with the vendor. Local Government Code $ 176.006(a) and {a-1} (a) A vendor shall fileacompleted 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 govemmental entity,or a family member ofthe oMcer, described by Section 176.003(a)(2)(A); (2) has given a local government omcer of that local governmental entity, or a family member of the oaicer, 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 ) The 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 arequest 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 omcer, 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) ofa 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 3'd degree of affinity (marriage) or consanguinity (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. Tbis definition does not include those property owners from whom the City acquires public right-of-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 ($50.00) per gift, or multiple gift cumulatively valued at more than two hundred dollars ($200.00) 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 Certificate Of Completion Envelope Id: CF8E13EIFIC94F9EBCE IFOA5C51A9A7C Subject: Please DocuSign: City Council Contract 8448 BiblioCore Catalog, Source Envelope Document Pages: 45 CertIficate Pages: 6 AutoNav: Enabled Envelopeld Stamping: Enabled Time Zone: (UTC-08:00) Pacific Time (US & Canada) Status: Completed BiblioEvents and BiblioLanguages. Signatures: 8 Initials: 1 Envelope Originator: Kayla Clark 901 B Texas Street Denton, TX 76209 kayla.clark@cityofdenton.comIP Address: 198.49.140.10 Record Tracking Status: Original 2/14/2024 8:42:41 AM Holder: Kayla Clark kayla.clark@cityofdenton,com Location: DocuSign Signer Events Signature Timestamp Sent: 2/14/2024 8:49:46 AM Viewed: 2/14/2024 8:49:59 AM Signed: 2/14/2024 8:50:18 AM Kayla Clark kayla.clark@cityofdenton.com Completed Buyer Security Level: Email, Account Authentication(None) Electronic Record and Signature Disclosure:Not Offered via DocuSign Using IP Address: 198.49.140.10 Lori Hewell lori.hewell@cityofdenton,corn Purchasing Manager City of Denton Security Level: Email, Account Authentication(None) Sent: 2/14/2024 8:50:19 AM Viewed: 2/1 5/2024 6:22:08 AM Signed: 2/1 5/2024 6:22:37 AM Signature Adoption: Pre-selected Style Using IP Address: 12.190.167,130 ElectronIc Record and Signature Disclosure:Not Offered via DocuSign Marcella Lunn marcella.lunn@cityofdenton.com Senior Deputy City Attorney City of Denton Security Level: Email, Account Authentication(None) MAndLA LAIWL 'Do€u8jrrd bIr:Sent: 2/15/2024 6:22:39 AM Viewed: 2/15/2024 1:35:14 PM Signed: 2/1 5/2024 1 :36:18 PM)70831B4AA438 Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Electronic Record and SIgnature Disclosure:Not Offered via DocuSign Marty Tade Marty.tarle@bibliocommons.com General Manager Security Level: Email, Account Authentication (None) 'OoeuUOn+d bIn L",-LI.Jk Sent: 2/1 5/2024 1 :36:22 PM Resent: 2/1 6/2024 10:01 :14 AM Viewed: 2/1 6/2024 12:34:59 PM Signed: 2/16/2024 3:39:42 PMSignature Adoption: Pre-selected Style Using IP Address: 99.237.44.184 Electronic Record and Signature Disclosure:Accepted: 2/1 6/2024 12:34:59 PMID: dOef56a9-07b7-4b1 9-8917-59bba3d27347 Signer Events Jennifer Bekker Jennifer.Bekker@cityofdenton.com Director of Libraries City of Denton Security Level: Email, Account Authentication(None) Signature #p-Dow•bpl•d bEI &.~+&„“\88A2AIEB5A3F48F Timestamp Sent: 2/16/2024 3:39:48 PM Resent: 2/1 9/2024 7:38:08 AM Viewed: 2/20/2024 2:54:21 PM Signed: 2/20/2024 2:54:31 PMSignature 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: 2/20/2024 2:54:35 PM Viewed: 3/20/2024 8:45:23 AM Signed: 3/20/2024 8:45:40 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: 3/20/2024 8:45:45 AM Viewed: 3/20/2024 8:47:49 AM Signed: 3/20/2024 8:48:04 AM Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Electronic Record and Signature Disclosure:Not Offered via DocuSign Jesus Salazar jesus.salazar@cityofdenton.com Security Level: Email, Account Authentication(None) Sent: 3/20/2024 8:48:08 AM Viewed: 3/20/2024 10:22:25 AM Signed: 3/20/2024 10:23:19 AM Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Electronic Record and Signature Disclosure:Accepted: 3/20/2024 10:22:25 AMID: 000d568e-17c04ee2-ae98-3cca7e986a52 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: 2/14/2024 8:50:20 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: 2/20/2024 2:54:35 PM Viewed: 2/21/2024 7:41 :26 AM City Secretary Office citysecretary@cityofdenton.com Security Level: Email, Account Authentication(None) Electronic Record and SIgnature Disclosure:Not Offered via DocuSign Sent: 3/20/2024 10:23:23 AM Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Envelope Sent Certified Delivered Signing Complete Completed Status Timestamps 2/14/2024 8:49:46 AM 3/20/2024 10:22:25 AM 3/20/2024 10:23:19 AM 3/20/2024 10:23:23 AM 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 1:59:03 PM Parties agreed to: Marty TaHe. Jesus Salazar ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, City of Denton (we, us or Company) may be required by law to provide toyou 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. 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Consequences of changing your mind If you elect to receive required notices and disclosures only in paper format, it will slow the speed at which we can complete certain steps in transactions with you and delivering services to you because we will need fIrst to send the required notices or disclosures to you in paper format,and then wait until we receive back from you your acknowledgment of your receipt of such paper notices or disclosures. To indicate to us that you are changing your mind, you must withdraw your consent using the DocuSign ’Withdraw Consent’ form on the signing page of yourDocuSign account. This will indicate to us that you have withdrawn your consent to receive required notices and disclosures electronically from us and you will no longer be able to use your DocuSign Express user account to receive required notices and consents electronically from usor to sign electronically documents from us. All notices and disclosures will be sent to you electronically Unless you tell us otherwise in accordance with the procedures described herein, we will provide electronically to you through your DocuSign user account all required notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you during the course of our relationship with you. To reduce the chance of you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required notices and disclosures to you by the same method and to the same address that you have given us. Thus, you can receive all the disclosures and notices electronically or in paper format through the paper mail delivery system. If you do not agree with this process, please let us know as described below. 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