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8505 - Contract Executed Docusign Transmittal Coversheet File Name Purchasing Contact Contract Expiration DocuSign Envelope ID: 35DC2B71-5AB6-4179-9B0C-E888D2351545 02/20/2029 8505-Website Disability and Accessibility Integration Tool Kayla Clark Order Form www.reciteme.com DocuSign Envelope ID: 35DC2B71-5AB6-4179-9B0C-E888D2351545 Order Form | www.reciteme.com Believing in Accessibility for All Recite Me Order Form This document outlines the commercial agreement between (The Supplier) Please check box of preferred option. Recite Me Terms and Conditions within this agreement apply. All prices quoted in US Dollars. Quotes Valid for 60 days from date of quotation. Signatures The Supplier Contact Name Email Telephone Signature Date The Client Contact Name Email Telephone Signature Date Period of Contract and Price Authorized URL(s) Please list all the URL’s you intent to deploy the Recite Me software on as part of this agreement. URL (s) TitleTitle For Recite Me to provide web accessibility tools for a period as defined below on the url(s) listed. (The Client) Client Address: Recite Me NA LLC City of Denton https://www.cityofdenton.com/ 5 Years - $14,975 ($2,995 billed annually) 5 Years $14,975 Matthew Cox Country Manager matt.cox@reciteme.com 571-946-4068 4 215 East McKinney Street, Denton, TX 76201 DocuSign Envelope ID: 35DC2B71-5AB6-4179-9B0C-E888D2351545 2/20/2024 kayla.clark@cityofdenton.com Buyer 940-349-7100 Kayla Clark 2/20/2024 Order Form | www.reciteme.com Believing in Accessibility for All 1. The Supplier will provide Recite Me web accessibility software (“the Web Accessibility Software”) for the Client’s website for the duration of the agreement. Recite Me is supplied on a software as a service (“SaaS”) basis. 2. The Supplier will provide a named account manager who will be the main point of contact between the Supplier and the Client throughout the agreement. 3. The Supplier will provide technical support as required. Description Of The Services Contracted1 1.The Supplier is permitted to offer the same Web Accessibility Software to other companies. 2.It is agreed and acknowledged that all Intellectual Property Rights in the Web Accessibility Software belong exclusively to the Supplier and the Supplier’s sister company Recite Me Limited on behalf of which the Supplier acts as exclusive agent in the United States of America. 3. The Supplier warrants that the Supplier has the right to provide the Web Accessibility Software to the Client as set out in this Agreement and that such provision shall not infringe the intellectual property rights of any third party. Exclusivity and Intellectual Property Rights2 The Supplier is committed to providing technical support to the Client, when applicable, throughout the Term of this agreement. Furthermore, the Supplier will ensure that the Web Accessibility Software is available in accordance with the service levels set out in Appendix A. Support3 1. The Supplier will endeavour to rectify a breach of contract within 1 month. 2. The Client shall be permitted to contract with another supplier should the Supplier fail to rectify the breach within the given period. Breach Of Contract4 5 Supplier Fees 1. In consideration for the provision of the Web Accessibility software the Client shall pay the Supplier the following charges: Please refer to page 2 Payments must be made within 30 days of receipt of invoice. Supplier Contact The designated person/department of the Client who is to supervise the Supplier’s work will be provided by the Client. 6 DocuSign Envelope ID: 35DC2B71-5AB6-4179-9B0C-E888D2351545 Order Form | www.reciteme.com Believing in Accessibility for All 1.Receivership, administration or liquidation of either party 2.Breach of any term of the agreement that is not remedied within one month by either party 3.In the event the Contract spans multiple fiscal years, the City's continuing performance under the Contract is contingent upon the appropriation of funds to fulfill the requirements of the Contract by the City Council of the City of Denton. If the City Council of the City of Denton fails to appropriate or allot the necessary funds, City shall issue written notice to Supplier that City may terminate the Contract without penalty, further duty, or obligation. Term and Termination This Agreement shall be renewed for succeeding Renewal Terms equal to the initial term unless either party gives written notice at least 90 days prior to the expiration of any term of the Company’s intention not to renew, in which case the Agreement shall terminate upon the expiry of the applicable Initial Subscription Term or succeeding Renewal Term respectively. The contract can be terminated without notice subject to: 7 1.Each party agrees to keep confidential any and all commercial, technical, financial or other business information concerning the other party to which it may become party during the course of this Agreement and further agrees in particular not to disclose all or any part of that information to any third party, except as may be required by a mandatory rule of law or order of court of competent jurisdiction. Supplier acknowledges that the City of Denton must strictly comply with the Public Information Act, Chapter 552, Texas Government Code in responding to any request for public information related to this Agreement. This obligation supersedes any conflicting provisions of this Agreement. All material submitted by Supplier to the City of Denton shall become property of the City upon receipt. Any portions of such material claimed by Supplier 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. 2.For the purposes of this clause if the parties agree that confidential information shall not include: •Information generally available to members of the public in written or other fixed form or which becomes so available through no fault or breach of this Agreement on the part of the recipient; • Information which its recipient can establish by independent evidence was available to it and its free disposal prior to its receipt under or in connection with this Agreement; and •Information at any time received from a third party not apparently bound (after enquiry) by any contractual or fiduciary obligation of confidence and thus free to make disclosure. •The Supplier may issue press releases or promotional material relating to the Client and its use of the Web Accessibility Software for advertising or other purposes before, during or after termination of this agreement. •This clause shall continue to have full force and effect both before and after termination of this Agreement (for whatever reason). Confidentiality8 Documentation Service of documents between the parties may be by email or normal post. 9 1. The Supplier is not liable for failure to perform its obligations if such failure is as a result of Acts of God (including fire, flood, earthquake, storm, hurricane or other natural disaster), war, invasion, act of foreign enemies, hostilities (regardless of whether war is declared), civil war, rebellion, revolution, insurrection, military or usurped power or confiscation, terrorist activities, nationalisation, government sanction, blockage, embargo, labour dispute, strike, lockout or interruption or failure of electricity or telephone service. 2. Save in the case of death or personal injury resulting from its negligence the aggregate liability of Recite Me NA LLC. under this Agreement (howsoever arising) shall not exceed$5,000. 10 Liability This Agreement shall be governed by the laws of the state of Texas. Governing Law and Jurisdiction11 DocuSign Envelope ID: 35DC2B71-5AB6-4179-9B0C-E888D2351545 Order Form | www.reciteme.com Believing in Accessibility for All 1. During each month of this Agreement the Supplier undertakes to the Client that the Software shall be capable of being accessed (except where inaccessibility is caused by backbone outage or power failure of the National power suppliers or any event of Force Majeure) no less than 99.9% of the time during normal working hours of 09:00 to 17:00 EST.* 2. During each month of this Agreement the Supplier undertakes to the Client that the server on which the Software is hosted and the ancillary equipment out to the relevant router shall have no more than 1.0% down time.* 3. The Supplier undertakes that the Software is backed-up at least once every 24 hours and secured in accordance with good industry practice. 4. The Supplier will monitor the Software on the relevant server and if at any time the Software is not fully accessible for 2 hours or more then the Supplier shall notify the Client immediately and the Supplier shall start correcting the problem immediately and shall continue working on it until it is remedied. 5. The Supplier will ensure that: • All planned maintenance will be undertaken outside of the normal working hours referred to above. • All planned maintenance which may result in the Software not being available for more than 2 hours will be notified to all clients prior to carrying out such maintenance. • Notice of emergency maintenance will be given as soon as is practicable. *For the avoidance of confusion the difference between points 1 and 2 is designed to reflect that within normal working hours our team can react in real time to any issue, whereas out of hours this may take a little longer, and to allow for any planned system downtime for maintenance/upgrades. Recite Me SLAA DocuSign Envelope ID: 35DC2B71-5AB6-4179-9B0C-E888D2351545 t: +1 571 946 4068 e: info@reciteme.com w: www.reciteme.com 12110 Sunset Hills Rd #600, Reston VA, 20190, USA Believing in Accessibility for All DocuSign Envelope ID: 35DC2B71-5AB6-4179-9B0C-E888D2351545 CONFLICT OF INTEREST QUESTIONNAIRE CONFLICT OF INTEREST QUESTIONNAIRE - FORM CIQ For vendor or other person doing business with local governmental entity This questionnaire reflects changes made to the law by H.B. 23, 84th Leg., Regular Session. This questionnaire is being filed in accordance with Chapter 176, Local Government Code, by a vendor who has a business relationship as defined by Section 176.001(1-a) with a local governmental entity and the vendor meets requirements under Section 176.006(a). By law this questionnaire must be filed with the records administrator of the local government entity not later than the 7th business day after the date the vendor becomes aware of facts that require the statement to be filed. See Section 176.006(a-1), Local Government Code. A vendor commits an offense if the vendor knowingly violates Section 176.006, Local Government Code. An offense under this section is a misdemeanor. 1 Name of vendor who has a business relationship with local governmental entity. 2 Check this box if you are filing an update to a previously filed questionnaire. (The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than the 7th business day after the date on which you became aware that the originally filed questionnaire was incomplete or inaccurate.) 3 Name of local government officer about whom the information in this section is being disclosed. Name of Officer This section, (item 3 including subparts A, B, C & D), must be completed for each officer with whom the vendor has an employment or other business relationship as defined by Section 176.001(1-a), Local Government Code. Attach additional pages to this Form CIQ as necessary. A. Is the local government officer named in this section receiving or likely to receive taxable income, other than investment income, from the vendor? Yes No B. Is the vendor receiving or likely to receive taxable income, other than investment income, from or at the direction of the local government officer named in this section AND the taxable income is not received from the local governmental entity? Yes No C. Is the filer of this questionnaire employed by a corporation or other business entity with respect to which the local government officer serves as an officer or director, or holds an ownership of one percent or more? Yes No D. Describe each employment or business and family relationship with the local government officer named in this section. 4 I have no Conflict of Interest to disclose. 5 Signature of vendor doing business with the governmental entity Date DocuSign Envelope ID: 35DC2B71-5AB6-4179-9B0C-E888D2351545 Recite Me NA LLC 2/20/2024 N/A X Certificate Of Completion Envelope Id: 35DC2B715AB641799B0CE888D2351545 Status: Completed Subject: ***Purchasing Approval*** 8505- Website Disability and Accessibility Integration Tool Source Envelope: Document Pages: 8 Signatures: 3 Envelope Originator: Certificate Pages: 5 Initials: 2 Kayla Clark AutoNav: Enabled EnvelopeId Stamping: Enabled Time Zone: (UTC-08:00) Pacific Time (US & Canada) 901B Texas Street Denton, TX 76209 kayla.clark@cityofdenton.com IP Address: 198.49.140.10 Record Tracking Status: Original 2/20/2024 8:19:12 AM Holder: Kayla Clark kayla.clark@cityofdenton.com Location: DocuSign Signer Events Signature Timestamp Kayla Clark kayla.clark@cityofdenton.com Buyer Security Level: Email, Account Authentication (None) Completed Using IP Address: 198.49.140.10 Sent: 2/20/2024 8:24:01 AM Viewed: 2/20/2024 8:24:09 AM Signed: 2/20/2024 8:24:09 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Lori Hewell lori.hewell@cityofdenton.com Purchasing Manager City of Denton Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Sent: 2/20/2024 8:24:11 AM Viewed: 2/20/2024 1:13:11 PM Signed: 2/20/2024 1:17:29 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Matthew Cox matt.cox@reciteme.com Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 204.48.37.221 Sent: 2/20/2024 1:17:31 PM Viewed: 2/20/2024 1:18:33 PM Signed: 2/20/2024 1:19:19 PM Electronic Record and Signature Disclosure: Accepted: 2/20/2024 1:18:33 PM ID: 46c1b824-9447-4f2a-8621-7ef2ae8f9f7c Dustin Sternbeck Dustin.Sternbeck@cityofdenton.com Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Sent: 2/20/2024 1:19:21 PM Viewed: 2/20/2024 1:48:32 PM Signed: 2/20/2024 1:49:13 PM Electronic Record and Signature Disclosure: Accepted: 2/20/2024 1:48:32 PM ID: 2d006541-6030-4901-9139-5bbd61a55d19 Signer Events Signature Timestamp Kayla Clark kayla.clark@cityofdenton.com Buyer Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Sent: 2/20/2024 1:49:15 PM Viewed: 2/20/2024 1:49:34 PM Signed: 2/20/2024 1:49:56 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign In Person Signer Events Signature Timestamp Editor Delivery Events Status Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Timestamp Carbon Copy Events Status Timestamp Cheyenne Defee cheyenne.defee@cityofdenton.com Procurement Administration Supervisor City of Denton Security Level: Email, Account Authentication (None) Sent: 2/20/2024 1:49:57 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 2/20/2024 8:24:01 AM Certified Delivered Security Checked 2/20/2024 1:49:34 PM Signing Complete Security Checked 2/20/2024 1:49:56 PM Completed Security Checked 2/20/2024 1:49:57 PM Payment Events Status Timestamps Electronic Record and Signature Disclosure ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, City of Denton (we, us or Company) may be required by law to provide to you certain written notices or disclosures. Described below are the terms and conditions for providing to you such notices and disclosures electronically through your DocuSign, Inc. (DocuSign) Express user account. Please read the information below carefully and thoroughly, and if you can access this information electronically to your satisfaction and agree to these terms and conditions, please confirm your agreement by clicking the 'I agree' button at the bottom of this document. Getting paper copies At any time, you may request from us a paper copy of any record provided or made available electronically to you by us. For such copies, as long as you are an authorized user of the DocuSign system you will have the ability to download and print any documents we send to you through your DocuSign user account for a limited period of time (usually 30 days) after such documents are first sent to you. After such time, if you wish for us to send you paper copies of any such documents from our office to you, you will be charged a $0.00 per-page fee. You may request delivery of such paper copies from us by following the procedure described below. Withdrawing your consent If you decide to receive notices and disclosures from us electronically, you may at any time change your mind and tell us that thereafter you want to receive required notices and disclosures only in paper format. How you must inform us of your decision to receive future notices and disclosure in paper format and withdraw your consent to receive notices and disclosures electronically is described below. Consequences of changing your mind If you elect to receive required notices and disclosures only in paper format, it will slow the speed at which we can complete certain steps in transactions with you and delivering services to you because we will need first to send the required notices or disclosures to you in paper format, and then wait until we receive back from you your acknowledgment of your receipt of such paper notices or disclosures. To indicate to us that you are changing your mind, you must withdraw your consent using the DocuSign 'Withdraw Consent' form on the signing page of your DocuSign account. This will indicate to us that you have withdrawn your consent to receive required notices and disclosures electronically from us and you will no longer be able to use your DocuSign Express user account to receive required notices and consents electronically from us or to sign electronically documents from us. All notices and disclosures will be sent to you electronically Unless you tell us otherwise in accordance with the procedures described herein, we will provide electronically to you through your DocuSign user account all required notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you during the course of our relationship with you. To reduce the chance of you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required notices and disclosures to you by the same method and to the same address that you have given us. Thus, you can receive all the disclosures and notices electronically or in paper format through the paper mail delivery system. If you do not agree with this process, please let us know as described below. Please also see the paragraph immediately above that describes the consequences of your electing not to receive delivery of the notices and disclosures electronically from us. Electronic Record and Signature Disclosure created on: 7/21/2017 1:59:03 PM Parties agreed to: Matthew Cox, Dustin Sternbeck How to contact City of Denton: You may contact us to let us know of your changes as to how we may contact you electronically, to request paper copies of certain information from us, and to withdraw your prior consent to receive notices and disclosures electronically as follows: To contact us by email send messages to: purchasing@cityofdenton.com To advise City of Denton of your new e-mail address To let us know of a change in your e-mail address where we should send notices and disclosures electronically to you, you must send an email message to us at melissa.kraft@cityofdenton.com and in the body of such request you must state: your previous e-mail address, your new e-mail address. We do not require any other information from you to change your email address.. In addition, you must notify DocuSign, Inc to arrange for your new email address to be reflected in your DocuSign account by following the process for changing e-mail in DocuSign. To request paper copies from City of Denton To request delivery from us of paper copies of the notices and disclosures previously provided by us to you electronically, you must send us an e-mail to purchasing@cityofdenton.com and in the body of such request you must state your e-mail address, full name, US Postal address, and telephone number. We will bill you for any fees at that time, if any. To withdraw your consent with City of Denton To inform us that you no longer want to receive future notices and disclosures in electronic format you may: i. decline to sign a document from within your DocuSign account, and on the subsequent page, select the check-box indicating you wish to withdraw your consent, or you may; ii. send us an e-mail to purchasing@cityofdenton.com and in the body of such request you must state your e-mail, full name, IS Postal Address, telephone number, and account number. We do not need any other information from you to withdraw consent.. The consequences of your withdrawing consent for online documents will be that transactions may take a longer time to process.. Required hardware and software Operating Systems: Windows2000? or WindowsXP? 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By checking the 'I Agree' box, I confirm that: • I can access and read this Electronic CONSENT TO ELECTRONIC RECEIPT OF ELECTRONIC RECORD AND SIGNATURE DISCLOSURES document; and • I can print on paper the disclosure or save or send the disclosure to a place where I can print it, for future reference and access; and • Until or unless I notify City of Denton as described above, I consent to receive from exclusively through electronic means all notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to me by City of Denton during the course of my relationship with you.