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.