B® Relentless Awareness Bas (etd Cotis CCUENT SERVICES AGREEMENT ("CSA") wnyisane-crorsesseurciesscxe RECEIVED Cent tformation APR LB ong City of Rensselaer «Jo Carles, Moore, AICP Director of Planning and Development 652 Washington treet RENSSELAER CITY CLERK Rensselaer, NY 12144 ‘Section 1—PARTIES/ENTITIS IN AGREEMENT This Client Services Agreement this "Agreement dated a of May 18, 2018 andi effective from May 22, 2028, bbyand between Relentless Awarenass LIC ("RELENTLESS"), 19 Dove Stet, Suite 103, Albany NY 12210; and Cy of Rensseloer va Cty of Rensselaer Industrial Development gency efo Charles E Moore, AICP (PRENSSELAER"), located at 62 Washington Street, Rensselzer, MY 12244 are sometimes individually referred to "Party and collectively refered to asthe "Parties." Section 2— PURPOSE OF AGREEMENT [WHEREAS RELENTLESS and RENSSE.AER desire to enter into 3 contractual relationship whereby RELENTLESS pesforms services on behalf of Cy of Rensselaer upon the terms and conditions st forth below. This ‘Agreement may be modified from t met time in the frm of awrten instrument signed by both Parties (an amendment’). The terms of any Amendment executed during this Agreement willbe subject to the terms of this Agreement unless otherwise stpulated inthe Amendment Seetion 3 ~SCOPE OF ACTIVITIES AELENTLESS and RENSSELAER enter into a contractual relationship whereby RELENTLESS i the agency-c-record for pubic elation, advertising, and communications services (herein refered ta a “zervice” of "services" for RENSSELAER, RELENTLESS will undertake the acthtes sted in Appendix A ~ Scape of Work. The Parties ‘acknowledge that thelr spective cbligations serve as good and valuable consideration fr ths Agreement, Section 4—DURATION OF AGREEMENT (2) Agreement “Start date": Mey 21,2018; Agreement "End date": May 30, 2018, [b) Service can be exended, upon review, va renewal notice, Section 5 FEES ‘As ofthe Agreement Start date, RENSSELAER wl be led retainer fees as provided in Appendix 8 Budget Fees owed to RELENTLESS are not conditioned upon te results ofthe retainer services provided by RELENTLESS, Pe 1 ofS -Roniles Awareness LLC ~19 Dove Soot. So. 103, Alban, NY 12210 518.813.4905 wwm.elaessaare com@B Relentless Awareness PaaS talelrs Section 6~ PAYMENTS (a) Allretainer payments stall be remited to “RELENTLESS AWARENESS LLC", by mailto 9 Dave Stree, Suite 103, Albany NY 12230, arangementsin-person, or by automatic laring house (ACH). Fees ae due and payable upon eecept. (6) __ RELENTLESS will handle ailing and procurement for designated advertising buvig. in which RELENTLESS wil bill RENSSELAEF for advertising with itemized inoking, Advertsing voices ae due net 15. (@) Fees owed to RELENTLESS ae not condtioned upon the results ofthe public relations and/or advertising servies or methods sed to disseminate information about the Cityf Rensselaer ar its overall Image that have been prowed by RELENTLESS. (4) Fee schedule is outlinedin Appendhe 8 Section 7~ CONFIDENTIALITY (2) RELENTLESS sholl manten the confidentiality ofall rade and proprietary secrets that may be disclosed inthe course of providing publcretatons services. City of Renselzr shal dentfy to RELENTLESS in advance and in wing any information or deta deemed a trade of proprietary secret, RELENTLESS, its agents, or representatives wil nt at any tine orn any manner, ether directly or indirect, use forthe personal benefit OF RELENTLESS, or divuige, clscloe, or communicate in any manner, any information that is proprietary to RENSSELAER, RELENTLESS, ts agents, and representatives wll protect such information and treat ita strictly ‘confidential. This provision will continue tobe effective after te termination ofthis Agreement, Any olor ‘written waiver by RENSSELAER o' these confidetiaity obligations which allows RELENTLESS to disclose RENSSELAER’ confidetial information toa third party wl be limited toa single occurrence ted tothe spect Information disclosed to the spec third party and the confidentiality clause wil continue to bein effet for allother occurences. Section 8 TERM AND TERMINATION ‘The term of this Agreement shallbe the term stn Section 4 unles terminated ealler pursuant tothe Drovsions ofthis Agreement {2} Termination fr Cause. Hether Party mately defaults inthe performance of any provision ofthis ‘Agreement, and such default is not cured within 30 days after the non defaulting Party gives the defauking Party written notice of such defau, then the non-defalting Paty shall be entitled to terminate the Agreement immediatly upon written noticeof termination tothe defauiting Party, (e} Termination for Convenience. Either Party may terminate this Agreement fr any reason a any time with 30 days prior wetter notice without further obligation of ether Party excep fr any austacing payment obligations hereunder 10) Efect of Termination. Termination shall not relieve either Part of any obligation incured prio tothe termination, Upon termination, (9 cease all use of the Other Party’ technology andl Marks; and (i) cease ‘making the Other Party's sericesavaiable in or through a website or ctherwis, and upon request, to promptly Pago 2 ofS Ralonless Awareness LLC ~ 10 Dove Sox, So. 103, Albany, NY 12210~518.513.4905—wumlenbosawre.com@B Relentless Awareness #BeRelentless destroy or return all copies [electronic or written) of the cantent, technology, and any other confidential or proprietary information In that Partys possesion or control Section 9~ INDEMNITY AND DISPUTES ach Paty shall defend indermy andold harmless the other Party, including Altes and each oftheir respective officers, directors, employees, representatives, agents, successors and asians from and azanst all Claims of Third Parties, and all associated Losses, tothe extent arising out of {2} Party's gross negligence or wilful misconduct in performing any oF its obligations under this ‘Agreement or: (6) material breach by Paty of any ofits representations, warantes, covenants or agreements under this Agreement. Section 10 DEFAULT ‘The occurrence of any ofthe follwing shall constitute a material default under tis Agreement (2) Thefallue tomake a required payment when due. [b)Theinsokency or bankruptcy of either party. {c)__ The subjection of any ofeither partys property tony ley, seizure, general assignment fr the benefit ‘of ereditors, application or sale fr or by any creditor or government agency (4) Thefallure to make avalible or delver the Services inthe time and manner provided for inthis ‘groomer. Section 11 — REMEDY In adation to any anda other rights party may have available according to law, f= party defaults by fal to substantially perform any provisnn term or cancion ofthis Agreement (ineludng without initation the failure to make a monetary payirent when due), the other party may terminate the Agreement by providing \wetten notice to the defauting party This notice shall describe wthsufcientdetall the nature ofthe defau ‘The party receiving such notice shall have thir (30) days from the elective date of such notice to cure the defaults). Unless waive in writing bya party providing notice, the falure to cure the defaults) within such time perio shall sult inthe auamatic termination of tis Agreement, ‘Section 12 ARBITRATION Any controversies or disputes arirg out of or relating to this Agreement shall be resolved by binding arbitration a accordance with the then urcent Commercial Arbitration Rules of the American Arbitration Association. The parties shall select a mutually acceptable arbitrator knowledgeable about lsues relating to the subject matter ofthis Agreement the event the partis are unable to agree to such a selection, each party wilselet an arbitrator and the two arbtators intr shall select third arbitrator, all three of whom shall Page 3 ofS - Relentless Awareness LLC — 19 Dove Soe, Se. 105, Albany, NY 12210~ 518.513.4905 - wiles.