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8518 - Contract Executed Docusign Transmittal Coversheet File Name Purchasing Contact Contract Expiration DocuSign Envelope ID: 6BCADF61-7E0A-4569-ADE9-54EC038E3C11 Kayla Clark 8518- video-based engagement tool September 30, 2024 Page 1 of 13 Service Agreement Service Agreement between Barry Slater, Inc. d/b/a Rep'd and City of Denton, Texas This Terms of Use Agreement (the “Agreement”), dated March 13th, 2024 (the “Effective Date”), is by and between BARRY SLATER, INC. d/b/a Rep’d, a Delaware corporation, with offices located at 225 W. 106th Street, #5J, New York, NY 10025 (hereinafter “Service Provider”) and City Of Denton, Texas with offices located at 215 E. McKinney Street, Denton, TX 76201 (hereinafter "DENTON” or "Client"), and together with Service Provider, the “Parties,” and each a “Party”). WHEREAS, Service Provider is a civic engagement platform that powers the digital conversation between the elected leaders of various towns and cities and the residents of such various towns and cities. Meanwhile, DENTON is comprised of the city's leaders, duly elected by the voters for the city where the elected leaders serve. WHEREAS, Service Provider operates a platform of websites and software programs through desktop, mobile web, and other applications. The platform, along with the "sites" and "services," are collectively referred to as “Services." WHEREAS, the purpose of this Agreement is to provide DENTON a web-based platform to (1) engage the questions from the residents and electorate of DENTON by providing video answers from DENTON, (2) provide information, analytics, and insights to DENTON based on the engagement of the relevant electorate with the platform’s content, and (3) provide email marketing capabilities for video content created and posted by DENTON WHEREAS, DENTON desires to retain Service Provider to provide Services, as defined herein below, and Service Provider is willing to provide Services during the term of the pilot program under the terms and conditions that are more fully set forth hereinbelow. NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Service Provider and DENTON agree as follows: 1. Services. Service Provider shall provide to DENTON the Services set out in one or more statements of work to be issued by Service Provider and accepted by a duly authorized representative of DENTON (each, a “Statement of Work”). The Statement of Work is attached hereto and is fully incorporated herein by reference. Service Provider may subsequently issue one or more Additional Statements of Work following the execution of this initial Statement of Work if DENTON seeks to utilize additional services from Service Provider. Each Additional Statement of Work shall include the nature and cost of any additional services sought by DENTON In the event additional Statements of Work are issued, such Statements of Work shall be deemed accepted by both parties to this Agreement only if DocuSign Envelope ID: 6BCADF61-7E0A-4569-ADE9-54EC038E3C11 Page 2 of 13 such Statements of Work are signed and dated by the Service Provider Contract Manager and the DENTON Contract Manager, appointed pursuant to Section 2(a) and Section 3(a), respectively. Any Statement of Work that is issued after the date of this Agreement, and which is signed and dated by both parties, shall be fully incorporated into this Agreement herein by reference and shall be binding upon the parties to this Agreement. 2. Service Provider Obligations. In addition to providing the Services, Service Provider shall: (a) Designate a person that it determines, in its sole discretion, to be capable of acting as the primary contact/authorized representative with respect to all matters pertaining to this Agreement (the “Service Provider Contract Manager”). (b) Designation of the Service Provider Contract Manager shall remain in full force and effect unless and until a successor Service Provider Contract Manager is appointed and Service Provider provides written notice to the duly authorized representative of DENTON. (c) Utilize Employee(s) and/or contractor(s) that Service Provider deems sufficient to perform the Services contemplated herein and as is set forth in each Statement of Work, (collectively, with the Service Provider Contract Manager, “Provider Representative(s)”). (d) Maintain records relating to the provision of the Services under this Agreement. During the Term of this Agreement, upon DENTON’s written request, Service Provider shall allow DENTON to inspect and make copies of such records in connection with the provision of the Services. DENTON shall provide Service Provider with at least 15 (fifteen) business days advance written notice of DENTON’s desire to inspect such records. 3. Client Obligations. DENTON shall: (a) Designate a person that he/she determines, in his/her sole discretion, to be capable of acting as the primary contact/authorized representative with respect to all matters pertaining to this Agreement (the “DENTON Contract Manager”). (b) Designation of the DENTON Contract Manager shall remain in full force and effect unless and until a successor DENTON Contract Manager is appointed and a duly authorized representative of DENTON provides written notice to the Service Provider. (c) Cooperate with the Service Provider in the performance of the Services. (d) Promptly respond to any reasonable requests from the Service Provider relative to the provision of the Services. (e) Take all steps necessary to obtain any and all required licenses or consents to enable Service Provider to use the content created by DENTON and/or its designee and/or to otherwise use such content in connection with Service Provider’s Services. DocuSign Envelope ID: 6BCADF61-7E0A-4569-ADE9-54EC038E3C11 Page 3 of 13 (f) Take all commercially reasonable steps to prevent DENTON -caused delays in the Service Provider’s provision of the Services. (g) Have the means to monitor, control and regulate any content created or utilized by DENTON and/or the DENTON Designees, which includes, but is not limited to, postings, images, video, account information, emails, messages and any other user communications ("Content") posted to, stored on or transmitted via our Services. 4. Grant of License (a) DENTON has obtained all required licenses and/or consents from any third party who may have intellectual property and/or other proprietary rights to enable Service Provider to utilize the content created by DENTON or the DENTON designee. The nature of such license is a grant to Service Provider, by DENTON or the DENTON designee of a perpetual and exclusive worldwide license to use, reproduce, host, display, transmit, distribute, save and store the DENTON content in electronic form via the internet and third-party networks (including, without limitation, telephone, and wireless networks) in connection with the Service Provider’s Services. The foregoing includes the right to permit constituents, as the end users, to access the content solely for their own end use and not for redistribution. (b) The grant of the license to use the content created by DENTON or the DENTON designee shall not relieve DENTON from its obligation to ensure that all content provided by DENTON or the DENTON designee via Service Provider’s Services does not (a) infringe upon any intellectual property or publicity/privacy right; (b) violate any law or regulation; (c) contain defamatory, obscene, harmful to minors or child pornography; (d) contains any viruses, Trojan horses, worms, time bombs, cancelbots or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information; or (e) is materially false, misleading or inaccurate. 5. Fees and Expenses. (a) In consideration of the Services provided by the Service Provider and the rights granted to DENTON under this Agreement, DENTON shall pay fees to Service Provider as set forth in the Statement of Work. Full payment to Service Provider of the fees set forth in the Statements of Work shall constitute payment in full for the performance of the Services. Unless otherwise provided in the Statement of Work, said fees shall be due and payable within 30 (thirty) calendar days of receipt by DENTON of an invoice from Service Provider. (b) If payment is not made within 30 (thirty) calendar days of receipt by DENTON of Service Provider’s invoice, then such invoice shall be considered late. All late payments shall bear and be subject to interest at the lesser of the rate of 5% per month, or the highest rate permissible under applicable law, calculated daily and compounded monthly. (c) Service Provider shall provide DENTON with a listing of all expenses that either will be incurred, or are likely to be incurred, by Service Provider in providing the Services DocuSign Envelope ID: 6BCADF61-7E0A-4569-ADE9-54EC038E3C11 Page 4 of 13 contemplated herein. Service Provider shall not incur any such expenses without the written consent/approval of the DENTON Contract Manager. (d) DENTON shall reimburse Service Provider for all expenses actually incurred by Service Provider within 30 (thirty) days of receiving an invoice from the Service Provider with relevant receipt(s) and/or reasonable documentation supporting the expense incurred. If payment is not made within 30 (thirty) days of receipt of the invoice for expenses, then the invoice for expenses shall be considered late. All late payments shall bear and be subject to interest at the lesser of the rate of 5% per month, or the highest rate permissible under applicable law, calculated daily and compounded monthly. 6. Term and Termination (a) This Agreement shall commence as of the Effective Date and shall continue thereafter until September 30, 2024, unless terminated earlier pursuant to the provisions of this Section 6. (b) Notice and Opportunity to Cure. (i) If DENTON believes that Service Provider has breached a material provision of this Agreement, then the duly authorized representative of DENTON has the affirmative obligation to provide written notice to the Service Provider, notifying Service Provider of the specific provision of the Agreement that DENTON believes Service Provider has breached and sufficient detail to allow Service Provider an opportunity to cure such alleged breach. (ii) Upon receipt of written notice from the duly authorized representative of DENTON of the provision of the Agreement that DENTON believes Service Provider has breached, then Service Provider shall use reasonable commercial efforts to promptly cure any such breach. (iii) If Service Provider is unable to cure any such breach within 30 (thirty) days of written notice from DENTON, then DENTON may, at its option, terminate the Agreement by serving written notice of termination to DENTON. (iv) In the event the Agreement is terminated pursuant to Section 6(b)(3) above, Service Provider shall, within 30 days after the effective date of termination, refund to DENTON any fees paid by DENTON as of the date of termination for Services on a pro-rated basis. (c) Either Party may terminate this Agreement, effective upon written notice to the other Party (the “Defaulting Party”), if the Defaulting Party: (i) Breaches a material provision of this Agreement, and such breach is incapable of cure. (ii) Becomes insolvent or admits its inability to pay its debts generally as they become due. DocuSign Envelope ID: 6BCADF61-7E0A-4569-ADE9-54EC038E3C11 Page 5 of 13 (iii) Becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law, which is not fully stayed within seven business days or is not dismissed or vacated within 45 business days after filing. (iv) Is dissolved or liquidated or takes any corporate action for such purpose. (v) Makes a general assignment for the benefit of creditors. (vi) A receiver, trustee, custodian, or similar agent is appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business. (d) In addition to all other remedies available under this Agreement or at law (which the Service Provider does not waive by the exercise of any rights hereunder), Service Provider shall be entitled to suspend the provision of any Services to DENTON if DENTON fails to pay any fees when due hereunder. (e) Notwithstanding anything to the contrary in Section 6.(c) and Section 6.(d), Service Provider may terminate this Agreement before the expiration date of the Term on written notice to DENTON if DENTON fails to pay any amount when due hereunder and: (a) such failure continues for 15 (fifteen) days after DENTON receipt of written notice of nonpayment; or (b) if DENTON is late with 3 (three) payments in any 6 (six) month period. 7. Warranty by Client: (a) DENTON represents and warrants that (i) DENTON or DENTON’s designee owns the user content transmitted by DENTON or DENTON’s designee on, through or in connection with the Services, or otherwise have the right to grant the license set forth in this Section, and (ii) the Transmission of user content by DENTON or DENTON’s designee on, through or in connection with the Services and any Third Party Services provided in connection with the Services does not violate the privacy rights, publicity rights, copyrights, contract rights or any other rights of any person or entity. DENTON agrees to pay for all royalties, fees, and any other monies owing any person or entity by reason of the use of any user content transmitted by DENTON or DENTON’s designee on or through the Services or any Third-Party Services provided in connection with the Services. (b) DENTON further represents and warrants that DENTON obtained any and all required licenses or consents to enable Service Provider to use the content created by DENTON or DENTON’s designee and/or to otherwise use such content in connection with Service Provider’s Services. (c) DENTON further represents and warrants that DENTON is solely responsible for the interaction between DENTON and any third parties who utilize the content to interact with DENTON. DENTON must perform any necessary, appropriate, prudent or judicious investigation, inquiry, research and due diligence with respect to any user who utilizes the Services to interact with DENTON.DENTON further represents and warrants that DENTON is DocuSign Envelope ID: 6BCADF61-7E0A-4569-ADE9-54EC038E3C11 Page 6 of 13 solely responsible for the conduct of DENTON and/or DENTON’s designee(s) and their respective activities on, through or related to our Services and, DENTON is solely responsible for creating a password for the DENTON account and DENTON is responsible for all conduct or activities on, through or by use of the account provided to DENTON in connection with the Services. 8. Limited Warranty by Service Provider (a) Service Provider warrants the following: (i) that Service Provider shall perform the Services in accordance with the terms of this Agreement and subject to the conditions set forth in the Statement of Work. (ii) that Service Provider shall utilize personnel with the skill, experience, and qualifications necessary for Service Provider to fulfill its obligations under the terms of this Agreement. (iii) that Service Provider shall provide its Services in a timely and professional manner in accordance with generally recognized industry standards for similar services. (b) Service Provider makes no representations or warranties with respect to any Content created by DENTON and/or any conduct of DENTON relative to the use of any such Content. DENTON is solely and exclusively responsible for DENTON’s creation, use, interaction with or reliance on any Content created and/or utilized by DENTON and the conduct of DENTON in the use of any such content. (c) Service Provider is not a party to, is not involved in, has no interest in, makes no representations or warranties and has no responsibility or liability with respect to any communications, transactions, interactions, disputes or any relations whatsoever between DENTON and any other person or organization. (d) EXCEPT FOR THAT WHICH IS OTHERWISE SET FORTH IN SECTION 8(a), SERVICE PROVIDER MAKES NO WARRANTIES, EXPRESS OR IMPLIED. THIS DISCLAIMER SHALL APPLY TO THE FULLEST EXTENT PROVIDED BY LAW. 9. Ownership and Use of Data (a) The Parties agree that Service Provider shall have the sole and exclusive right to the ownership of all types of data collected by and through the use of the Services. Such data includes but is not limited to including basic identity/demographic data, engagement data, behavioral data, and attitudinal data. All such data may be utilized by Service Provider to, amongst other things, improve marketing, improve the experience of DENTON and on-site engagement analytics. Service Provider shall have the right to use tools such as Google Analytics, to track webpage views, test variables, gauge website performance, track website behavior, sharing, engagement, bounces and exits. DENTON hereby relinquishes and releases any claim to the ownership of any and all data collected by and through DENTON’s use of the Services. DENTON may utilize any data that Service Provider intentionally shares with DENTON. DocuSign Envelope ID: 6BCADF61-7E0A-4569-ADE9-54EC038E3C11 Page 7 of 13 10. Limitations of Liability (a) Service Provider, along with its parents, affiliates, subsidiaries, representatives, shareholders, successors and assigns, shall under no circumstances be liable to DENTON for any access to, use of, or reliance on DENTON’s content which may be accessed through Service Provider’s Services by DENTON or anyone third-party. Service Provider shall in no way be liable for any harm, injury, loss or damages of any kind incurred by DENTON or anyone else (including, without limitation, direct, indirect, incidental, special, consequential, statutory, exemplary or punitive damages). This limitation of liability applies regardless of, but is not restricted to, whether the alleged liability, harm, injury, loss or damages arose from authorized or unauthorized access to or use of our Services or content accessed through our Services; any inability to access or use our Services or content accessed through our Services, or any removal, deletion, limitation, modification, interruption, suspension, discontinuance or termination of our Services or content accessed through our Services. This limitation of liability also applies regardless of, but is not restricted to, whether the alleged liability, harm, injury, loss or damages arose out of breach of contract, tort (including negligence), or otherwise, regardless of whether such damage was foreseeable. (b) These limitations will also apply with respect to damages resulting from any transactions or potential transactions, goods or services promised or exchanged, information or advice offered or exchanged, or other content, interactions, representations, communications, or relations through, related to, or as a result of the provision of Services or content accessed through our Services (including, without limitation, any links on our Services and links in content accessed through our Services). (c) DENTON hereby releases Services Provider, along with its parents, affiliates, subsidiaries, representatives, shareholders, successors and assigns, from all claims, demands and damages of every kind and nature, known and unknown, direct and indirect, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way related to our Services or content accessed through our Services, or any interactions with others arising out of or related to our Services or content accessed through our Services. THESE LIMITATIONS SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. 11. Confidential Information, Intellectual Property. (a) During the Term, and for a period of two (2) years following the expiration or termination of the Term, each Party (the "Receiving Party") will retain in confidence the terms of this Agreement and all other non-public information, technology, materials, trade secrets and know-how of the other Party (the “Disclosing Party”) disclosed to or acquired by the Receiving Party pursuant to or in connection with this Agreement that is either designated as proprietary or confidential or, by the nature of the circumstances surrounding disclosure, ought in good faith to be treated as proprietary or confidential ("Confidential Information"); provided that each Party may disclose the terms and conditions of this Agreement to any of its employees or representatives with a need to know and its immediate legal and financial consultants in the ordinary course of its business. Receiving Party will protect the Confidential Information of the DocuSign Envelope ID: 6BCADF61-7E0A-4569-ADE9-54EC038E3C11 Page 8 of 13 Disclosing Party, taking precautions at least as great as those taken to protect its own confidential information of a similar nature, but in no event less than reasonable precautions. Receiving Party will also notify the Disclosing Party promptly in writing in the event Receiving Party learns of any unauthorized use or disclosure of any of the Disclosing Party’s Confidential Information and Receiving Party will cooperate in good faith to remedy such occurrence to the extent reasonably possible. (b) Each Party agrees that the Confidential Information and all intellectual property, and trade secrets of the other Party existing now or developed later by the other Party, shall remain the exclusive property and trade secrets of the other Party. Service Provider 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 Service Provider to the City of Denton shall become property of the City upon receipt. Any portions of such material claimed by Service Provider 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. 12. Reserved. 13. Entire Agreement. This Agreement, including and together with any related Statements of Work constitutes the sole and entire agreement of the Parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, regarding such subject matter. The parties acknowledge and agree that if there is any conflict between the terms and conditions of this Agreement and the terms and conditions of any Statement of Work, the terms and conditions of this Agreement shall supersede and control. 14. Notices. All notices, consents, requests, demands and other communications given or made pursuant to this Agreement shall be in writing and shall be deemed to have been duly given or made: (i) when delivered personally by hand to recipient; (ii) on the business day sent by email if sent during normal business hours of the recipient, and on the next business day if sent after normal business hours of the recipient; (iii) one (1) business day after being deposited for overnight delivery if delivered by a nationally recognized overnight courier, charges prepaid (with written confirmation of receipt); or (iv) three (3) business days after being mailed by registered or certified mail, return receipt requested and postage prepaid, in each case to the following addresses (or to such other address as a Party may specify in the future by notice given to the other Parties pursuant to this provision): (a) Notice to Client: (b) City Of Denton, 215 E. McKinney Street , Denton, TX 76201; with email to: Dustin.Sternbeck@CityofDenton.com and Purchasing@CityofDenton.com Notice to Service Provider: DocuSign Envelope ID: 6BCADF61-7E0A-4569-ADE9-54EC038E3C11 Page 9 of 13 Barry Slater, Inc., 225 W. 106th Street, #5J, New York, NY 10025; with email to mike@repd.us. 15. Severability. If any provision of this Agreement will be held to be invalid or unenforceable for any reason, the remaining provisions will continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable but that by limiting such provision, it would become valid and enforceable, then such provision will be deemed to be written, construed, and enforced as so limited. 16. Amendments. No amendment to or modification of this Agreement is effective unless it is in writing, identified as an amendment to this Agreement and signed by an authorized representative of each Party. 17. Waiver. No waiver by any Party of any of the provisions of this Agreement shall be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise or delay in exercising, any right, remedy, power, or privilege arising from this Agreement shall operate or be construed as a waiver thereof, nor shall any single or partial exercise of any right remedy, power, or privilege. 18. Assignment. The Parties may not assign or transfer this Agreement, in whole or in part, without the other Party’s express prior written consent, which shall not be unreasonably withheld. DENTON shall not assign, transfer, delegate, or subcontract any of its rights or delegate any of its obligations under this Agreement, including by virtue of any merger or corporate reorganization, which will be a deemed assignment, without the prior written consent of Service Provider. Any purported assignment or delegation in violation of this Section 16 shall be null and void. No assignment or delegation shall relieve DENTON of any of its obligations under this Agreement. 19. Successors and Assigns. This Agreement is binding on and inures to the benefit of the Parties to this Agreement and their respective permitted successors and permitted assigns. 20. Relationship of the Parties. The relationship between the Parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the Parties, and neither Party shall have authority to contract for or bind the other Party in any manner whatsoever. 21. No Third-Party Beneficiaries. This Agreement benefits solely the Parties to this Agreement and their respective permitted successors and assigns and nothing in this Agreement, express or implied, confers on any other DocuSign Envelope ID: 6BCADF61-7E0A-4569-ADE9-54EC038E3C11 Page 10 of 13 person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement. 22. Choice of Law. This Agreement shall be deemed to be a contract made under, and shall be construed in accordance with, the laws of the State of Texas, without giving effect to principles or rules or conflict of laws to the extent such principles or rules would require or permit the application of laws of another jurisdiction. 23. Choice of Forum. Each Party irrevocably and unconditionally agrees that it will not commence any action, litigation, or proceeding of any kind whatsoever against the other Party in any way arising from or relating to this Agreement, including all exhibits, schedules, attachments, and appendices attached to this Agreement, and all contemplated transactions, including but not limited to, contract, equity, tort, fraud, and statutory claims, in any forum other than Denton County, Texas any appellate court from any thereof. Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of such courts and agrees to bring any such action, litigation, or proceeding only in Denton County, Texas or, if such court does not have subject matter jurisdiction, the courts of the State of Texas. Each Party agrees that a final judgment in any such action, litigation, or proceeding is conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. 24. WAIVER OF JURY TRIAL. EACH PARTY ACKNOWLEDGES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT, INCLUDING EXHIBITS, SCHEDULES, ATTACHMENTS, AND APPENDICES ATTACHED TO THIS AGREEMENT, IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND THEREFORE EACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT, INCLUDING ANY EXHIBITS, SCHEDULES, ATTACHMENTS, OR APPENDICES ATTACHED TO THIS AGREEMENT, OF THE TRANSACTIONS CONTEMPLATED HEREBY. THE PARTIES SPECIFICALLY CONSENT TO A BENCH TRIAL WITH THE APPROPRIATE JUDGE ACTING AS THE FINDER OF FACT. 25. Headings. The section and other headings contained in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement. 26. Integration. This Agreement, including the exhibits, documents and instruments referred to herein or therein, constitute the entire agreement, and supersede all other prior agreements and understandings, both written and oral, among the Parties with respect to the subject matter hereof and thereof. 27. Counterparts. This Agreement may be executed simultaneously in any number of counterparts, each of which when so executed and delivered shall be taken to be an original; but such counterparts shall together constitute but one and the same document. Counterparts may be delivered via electronic mail DocuSign Envelope ID: 6BCADF61-7E0A-4569-ADE9-54EC038E3C11 Page 11 of 13 (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes. 28. Force Majeure. The Service Provider shall not be liable or responsible to DENTON, nor be deemed to have defaulted or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement when and to the extent such failure or delay is caused by or results from acts or circumstances beyond the reasonable control of Service Provider including, without limitation, acts of God, flood, fire, earthquake, explosion, governmental actions, war, invasion or hostilities (whether war declared or not), terrorist threats or acts, riot, or other civil unrest, national emergency, revolution, insurrection, epidemic, lock-outs, strikes, or other labor disputes (whether or not relating to either party’s workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, or telecommunication breakdown or power outage, provided that, if the event in question continues for a continuous period, Service Provider shall immediately notify the City of Denton Procurement Manager by telephone (to be confirmed in writing within five (5) calendar days of the inception of such occurrence) and describe at a reasonable level of detail the circumstances causing the non-performance or delay in performance. If the event continues in excess of 30 days, DENTON shall be entitled to give notice in writing to Service Provider to terminate this Agreement. IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be duly executed and delivered by their proper and duly authorized officers as of the day and year first above written above. SERVICE PROVIDER: Barry Slater, Inc. d/b/a Rep'd By:_________________________________ Name: Title: CLIENT: City Of Denton, Texas By:_________________________________ Name: Title: DocuSign Envelope ID: 6BCADF61-7E0A-4569-ADE9-54EC038E3C11 Page 12 of 13 INITIAL STATEMENT OF WORK This Statement of Work (“SOW”) sets forth the objectives, term of use, deliverables, and payment terms pertaining to the Agreement between DENTON and Service Provider. The Goal: The objective(s) of the Agreement is to provide DENTON with a web-based platform (“Rep’d”) for DENTON to (1) engage the questions of the residents and electorate of DENTON by providing video answers from DENTON, (2) provide information, analytics, and insights to DENTON based on electorate engagement with the platform’s content, and (3) provide email marketing capabilities for DENTON video content. Term of Use: This SOW covers the period from April 1, 2024, through September 30, 2024. Deliverables: During the term of use, Service Provider will provide DENTON with the following deliverables: (a) Customized Webpage: Service Provider will build a customized Rep’d webpage experience branded for DENTON. The functionality of this Rep’d webpage will be consistent with the designs presented to DENTON by Service Provider prior to entering into the subject agreement. (b) Technical Support: Service Provider will address and remedy any technical issues related to the Rep’d webpage within a commercially reasonable period of time. (c) Account Management: Service Provider will provide account management services to DENTON to ensure that the service and Rep’d webpage are meeting the needs and expectations of DENTON. (d) Video Hosting: Service Provider will be responsible for hosting and maintaining all video content uploaded to DENTON's Rep’d webpage. (e) User Engagement Data and Analytics: Service Provider will provide DENTON with reports of data trends, analytics, and insights based on user engagement with the webpage and content therefrom. Payment: Service Provider will invoice DENTON on the 1st of each month within the term of use. Each invoice will be for the sum of $1,500.00 (one thousand five hundred dollars and zero cents). Such sum represents the total cost of monthly service fees for all services provided by Service Provider for the prior month. DENTON shall pay the Service Provider within 30 days of receipt of each invoice. The total sum due under this agreement for the entire 6 (six) month period is $9,000.00 (is nine thousand five hundred dollars and zero cents). SIGNATURE PAGE TO FOLLOW DocuSign Envelope ID: 6BCADF61-7E0A-4569-ADE9-54EC038E3C11 Page 13 of 13 SERVICE PROVIDER: Barry Slater, Inc. d/b/a Rep'd By:_________________________________ Name: Title: CLIENT: City Of Denton, Texas By:_________________________________ Name: Title: DocuSign Envelope ID: 6BCADF61-7E0A-4569-ADE9-54EC038E3C11 Chief Executive Officer Michael Baumwoll Kayla Clark Buyer Certificate Of Completion Envelope Id: 6BCADF617E0A4569ADE954EC038E3C11 Status: Completed Subject: ***Purchasing Approval*** 8518- video-based engagement tool Source Envelope: Document Pages: 14 Signatures: 2 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 3/13/2024 8:09:35 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: 3/13/2024 1:58:56 PM Viewed: 3/13/2024 1:59:14 PM Signed: 3/13/2024 1:59:24 PM 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: 47.184.113.62 Sent: 3/13/2024 1:59:26 PM Viewed: 3/13/2024 6:59:22 PM Signed: 3/13/2024 6:59:29 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Michael Baumwoll mike@repd.us Chief Executive Officer Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 144.121.193.178 Sent: 3/13/2024 6:59:30 PM Viewed: 3/14/2024 8:20:36 AM Signed: 3/14/2024 8:20:53 AM Electronic Record and Signature Disclosure: Accepted: 3/14/2024 8:20:36 AM ID: b9ada692-a8e5-450b-855e-077ad1ef37f6 Dustin Sternbeck Dustin.Sternbeck@cityofdenton.com Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.104 Sent: 3/14/2024 8:20:55 AM Viewed: 3/14/2024 8:30:39 AM Signed: 3/14/2024 8:30:54 AM Electronic Record and Signature Disclosure: Accepted: 3/14/2024 8:30:39 AM ID: 5f9cc010-6e27-4433-9139-80a4f309e78f 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: 198.49.140.104 Sent: 3/14/2024 8:30:56 AM Viewed: 3/14/2024 8:32:51 AM Signed: 3/14/2024 8:32:55 AM 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: 3/14/2024 8:32:57 AM 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 3/13/2024 1:58:56 PM Certified Delivered Security Checked 3/14/2024 8:32:51 AM Signing Complete Security Checked 3/14/2024 8:32:55 AM Completed Security Checked 3/14/2024 8:32:57 AM 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: Michael Baumwoll, 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? Browsers (for SENDERS): Internet Explorer 6.0? or above Browsers (for SIGNERS): Internet Explorer 6.0?, Mozilla FireFox 1.0, NetScape 7.2 (or above) Email: Access to a valid email account Screen Resolution: 800 x 600 minimum Enabled Security Settings: •Allow per session cookies •Users accessing the internet behind a Proxy Server must enable HTTP 1.1 settings via proxy connection ** These minimum requirements are subject to change. If these requirements change, we will provide you with an email message at the email address we have on file for you at that time providing you with the revised hardware and software requirements, at which time you will have the right to withdraw your consent. Acknowledging your access and consent to receive materials electronically To confirm to us that you can access this information electronically, which will be similar to other electronic notices and disclosures that we will provide to you, please verify that you were able to read this electronic disclosure and that you also were able to print on paper or electronically save this page for your future reference and access or that you were able to e-mail this disclosure and consent to an address where you will be able to print on paper or save it for your future reference and access. Further, if you consent to receiving notices and disclosures exclusively in electronic format on the terms and conditions described above, please let us know by clicking the 'I agree' button below. 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.