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7642 - Contract Executed Docusign City Council Transmittal Coversheet File Name Purchasing Contact City Council Target Date Piggy Back Option Contract Expiration Ordinance DocuSign Envelope ID: A3520113-D315-43FE-9D2F-CF5BD2385956 Yes FIRE RECORDS MANAGEMENT Ginny Brummett RFP 7642 SEPTEMBER 14, 2026 SEPTEMBER 14, 2021 21-1848 ORDER INSTRUCTIONS 1. Fill in Contact Info Below Contact Name Email Phone Primary Business Contact Battalion Chief David Becker David.Becker@cityofdenton.com (940) 349-8834 Invoicing Contact N/A (To be billed by Change Healthcare Technology Enabled Services, LLC) N/A N/A Legal Contact City Attorney’s Office N/A (940) 349-8333 Software Administrator Contact Cherie Reed cherie.reed@cityofdenton.com (940) 349-7533 Privacy/HIPAA Contact Battalion Chief David Becker David.Becker@cityofdenton.com (940) 349-8834 Tax Exempt? N/A If YES, return Exempt Certificate with Agreement Purchase Order Required? N/A If YES, return PO with Agreement 2. Sign page 8 & the last page. 3. Email entire contract to legal@esosolutions.com and your sales representative. 4. Enjoy your ESO Software DocuSign Envelope ID: A3520113-D315-43FE-9D2F-CF5BD2385956 ESO – MSLA v.20170519 Confidential & Proprietary Page 1 MASTER SUBSCRIPTION AND LICENSE AGREEMENT This Master Subscription and License Agreement (the “Agreement”) is entered into as of ___________________ (“Effective Date”), by and between ESO Solutions, Inc., a Texas corporation having its principal place of business at 11500 Alterra Parkway, Ste 100, Austin, Texas 78758 (“ESO”) and City of Denton (“Customer”) having its principal place of business at 215 East McKinney Street., Denton, Texas 76201. This Agreement consists of the General Terms & Conditions below and any Addenda (as defined below) executed by the parties, including any attachments to such Addenda. The parties have agreed that ESO will provide Customer with certain technology products and/or services and that Customer will pay to ESO certain fees. Therefore, in consideration of the covenants, agreements and promises set forth below, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties, intending to be legally bound, hereby agree as set forth in the pages that follow. GENERAL TERMS AND CONDITIONS 1. DEFINITIONS. Capitalized terms not otherwise defined in this Agreement shall have the meanings below: 1.1. “Add-On Software” means any complementary software components or reporting service(s) that ESO makes available to customer through its Licensed Software, Interoperability Software or SaaS. 1.2. “Addendum” or “Addenda” means a writing addressing an order of a specific set of products or services executed by authorized representatives of each party. An Addendum may be (a) a Software Schedule (see Exhibit A1 – A4), (b) a Statement of Work, or (c) another writing the parties intend to be incorporated by reference into this Agreement. 1.3. “Customer Data” means data in electronic form managed or stored by ESO, which is entered into or transmitted through the Software. 1.4. “Deliverable” means software, report, or other work product created pursuant to a Statement of Work. 1.5. “Documentation” means user guides, operating manuals, and specifications regarding the Software covered by this Agreement. 1.6. “Feedback” refers to any suggestion or idea for improving or otherwise modifying ESO’s products or services. 1.7. “Intellectual Property” means trade secrets, copyrightable subject matter, patents, and patent applications and other proprietary information, activities, and any ideas, concepts, innovations, inventions and designs. 1.8. “Interoperability Software” means software-as-a-service that ESO hosts (directly or indirectly) for Customer to exchange healthcare data with others. Some of ESO’s Reporting Services may be made available to Customer via the Interoperability Software. For the avoidance of doubt, Interoperability Software does not include Add-on Software, Licensed Software or SaaS. 1.9. “Licensed Software” means on premise software that ESO provides to Customer for its reproduction and use. For the avoidance of doubt, Licensed Software does not include Add-on Software, Interoperability Software or SaaS. 1.10. “Professional Services” means professional services that a Statement of Work calls on ESO to provide. 1.11. “Protected Health Information” or “PHI” shall have the meaning set forth in HIPAA. All references herein to PHI shall be construed to include electronic PHI, or ePHI, as that term is defined by HIPAA. 1.12. “Reporting Services” means collectively the different programs or tools ESO provides for Customer to generate compilations of data, including but not limited to ad-hoc reports, analytics, benchmarking or any other reporting tool provided through the Software. 1.13. “SaaS” means software-as-a-service that ESO hosts (directly or indirectly) for Customer’s use. For the avoidance of doubt, SaaS does not include Licensed Software, but does include Add-on Software and Interoperability Software. 1.14. “Software” means any computer program, programming or modules specified in each Software Schedule or SOW. For the avoidance of doubt, Add-on Software, SaaS; Interoperability Software; and Licensed Software shall collectively be referred to as Software. 1.15. “Software Schedule” refers to an Addendum in which Customer has ordered either Add-on Software, Licensed Software, Interoperability Software or SaaS, collectively Software. See Exhibits A1 – A4. 1.16. “Statement of Work” or “SOW” refers to an Addendum in which Customer has ordered Professional Services or a Deliverable from ESO. 1.17. “Support Services” means those services described in Exhibit B. 1.18. “User” means any individual who uses the Software on Customer’s behalf or through Customer’s account or passwords, whether authorized or not. 2. SOFTWARE SCHEDULES. During the Term of this Agreement, Customer may order Software from ESO by signing a Software Schedule. Customer’s license to Licensed Software and its subscription to SaaS are set forth below. Each such Software Schedule, Exhibits A-1, A-2, A-3, and A-4, are incorporated herein by reference. 3. LICENSE/SUBSCRIPTION TO SOFTWARE 3.1. Grant of License. In the case of Licensed Software, during the Term of this Agreement ESO hereby grants Customer a DocuSign Envelope ID: A3520113-D315-43FE-9D2F-CF5BD2385956 09/14/2021 ESO – MSLA v.20170519 Confidential & Proprietary Page 2 limited, non-exclusive, non-transferable, non-assignable, revocable license to copy and use the Licensed Software, in such quantities as are set forth on the applicable Software Schedule and as necessary for Customer’s internal business purposes; provided that, Customer complies with the Restrictions on Use (Section 3.3) and other limitations and obligations contained in this Agreement. Such internal business purposes do not include reproduction or use by any parent, subsidiary, or affiliate of Customer, or any other third party, and Customer shall not permit any such use. 3.2. Grant of Subscription. In the case of SaaS, during the term of this Agreement Customer may access and use the SaaS, in such quantities as are set forth on the applicable Software Schedule; provided that, Customer complies with the Restrictions on Use (Section 3.3) and other limitations contained in this Agreement. 3.3. Restrictions on Use. Except as provided in this Agreement or as otherwise authorized by ESO, Customer has no right to: (a) decompile, reverse engineer, disassemble, print, copy or display the Software or otherwise reduce the Software to a human perceivable form in whole or in part; (b) publish, release, rent, lease, loan, sell, distribute or transfer the Software to another person or entity; (c) reproduce the Software for the use or benefit of anyone other than Customer; (d) alter, modify or create derivative works based upon the Software either in whole or in part; or (e) use or permit the use of the Software for commercial time-sharing arrangements or providing service bureau, data processing, rental, or other services to any third party. The rights granted under the provisions of this Agreement do not constitute a sale of the Software. ESO retains all right, title, and interest in and to the Software, including without limitation all software used to provide the Software and all graphics, user interfaces, logos and trademarks reproduced through the Software, except to the limited extent set forth in this Agreement. This Agreement does not grant Customer any intellectual property rights in the Software or any of its components, except to the limited extent that this Agreement specifically sets forth Customer’s rights to access, use, or copy the Software during the Term of this Agreement. Customer recognizes that the Software and its components are protected by copyright and other laws. 3.4. Delivery. In the case of Licensed Software, ESO shall provide the Licensed Software to Customer through a reasonable system of electronic download. In the case of SaaS, ESO shall grant Customer access to SaaS promptly after the Effective Date. 3.5. Third-Party Software. Software may incorporate software and other technology owned and controlled by third parties ("Third-Party Software"). ESO is licensed to sublicense and distribute Third-Party Software. All Third-Party Software falls under the scope of this Agreement. Moreover, ESO neither accepts liability, nor warrants the functionality, reliability or accuracy of Third-Party Software, including but not limited to third-party mapping applications. 4. HOSTING, SLA & SUPPORT SERVICES 4.1. Hosting & Management. Customer shall be solely responsible for hosting and managing the Licensed Software. ESO shall be responsible for hosting and managing the SaaS. 4.2. Service Level Agreement. No credits shall be given in the event Customer’s access to SaaS is delayed, impaired or otherwise disrupted (collectively, an “Outage”). If such Outage, excluding Scheduled Downtime (as defined below), results in the service level uptime falling below 99% for three consecutive months or three months in any rolling twelve-month period (collectively, “Uptime Commitment”), then Customer shall have the option to immediately terminate this Agreement; and ESO will refund any prepaid, unearned Fees to Customer. This is Customer’s sole remedy for ESO’s breach of the Uptime Commitment. 4.3. Scheduled Downtime. In the event ESO determines that it is necessary to intentionally interrupt the SaaS or that there is a potential for the SaaS to be interrupted for the performance of system maintenance (collectively, “Scheduled Downtime”), ESO will use good-faith efforts to notify Customer of such Scheduled Downtime at least 72 hours in advance and will ensure Scheduled Downtime occurs during non-peak hours (midnight to 6 a.m. Central Time). In no event shall Scheduled Downtime constitute a failure of performance by ESO. 4.4. Support and Updates. During the Term of this Agreement, ESO shall provide to Customer the Support Services, in accordance with Exhibit B. Exhibit B is incorporated herein by reference. 5. FEES 5.1. Fees. In consideration of the rights granted and except in the event there is a Third-Party Payer (as defined below), Customer agrees to pay ESO the fees for the Software and/or Professional Services as set forth in the Software Schedule(s) or SOW(s) (collectively, “Fees”). Except as otherwise provided herein, the Fees are non-cancelable and non-refundable. Either Customer or Third-Party Payer, as applicable, shall pay all invoices within thirty (30) days of receipt. In the event a third-party is paying some or all of the Fees on behalf of Customer (“Third-Party Payer”), the Software Schedule will state that payment obligation if so, Third-Party Payer shall be responsible for paying the Fees. The parties agree that Customer may replace the Third- Party Payer by submitting to ESO written notice memorializing the change. In the event the Third-Party Payer does not pay the Fees, ESO shall notify Customer in writing. Upon delivery of said notice, Customer shall be granted a thirty (30) day period during which it may, at its sole discretion, either i) immediately terminate this Agreement by sending written notice to ESO, in which case Customer shall not be responsible for any unpaid Fees, or ii) pay the unpaid Fees and continue to pay future Fees as though Customer were the Third-Party Payer, in which case this Agreement shall not terminate, and Customer’s access to the Software shall not be interrupted. In the event Customer is incapable of paying the Fees due to budgetary restrictions but wishes to continue using the Software, ESO may, at its sole discretion, develop a payment plan with Customer which shall be formalized in writing and signed by both parties. Unless Customer sends notice of termination to ESO during the aforementioned thirty (30) day period, Customer is responsible for payment in the event the Third-Party Payer does not pay the Fees and Customer continues using the Software. 5.2. Uplift on Renewal. Except in the instance of Overages (as defined below), Fees for Software, which recur annually, DocuSign Envelope ID: A3520113-D315-43FE-9D2F-CF5BD2385956 ESO – MSLA v.20170519 Confidential & Proprietary Page 3 shall increase by three percent (3%) each year this Agreement is in effect. 5.3. Taxes and Fees. This Agreement is exclusive of all taxes and credit card processing fees, if applicable. Customer is responsible for and will remit (or will reimburse ESO upon ESO’s request) all taxes of any kind, including sales, use, duty, customs, withholding, property, value-added, and other similar federal, state or local taxes (other than taxes based on ESO’s income) related to this Agreement. 5.4. Appropriation of Funds. If Customer is a city, county or other government entity, the parties accept and agree that Customer has the right to terminate the Agreement at the end of the Customer’s fiscal term for a failure by Customer’s governing body to appropriate sufficient funds for the next fiscal year. Notwithstanding the foregoing, this provision shall not excuse Customer from past payment obligations or other Fees earned and unpaid. Moreover, Customer agrees to provide ESO reasonable documentation evidencing such non-appropriation of funds. 5.5. Audit Rights. ESO may regularly audit Customer’s use of the Software and charge Customer a higher annual Fee if Customer’s usage has increased beyond the tier contracted for in the current Software Schedule or otherwise assess additional fees (for example, Customer is uploading more records into the Software than it has previously contracted for) (collectively, “Overages”). ESO may invoice for Overages immediately. Notwithstanding the foregoing, it is solely Customer’s responsibility to report Overages to ESO in a timely manner. 6. TERM AND TERMINATION 6.1. Term. The term of this Agreement (the “Term”) shall commence on the Effective Date and continue for a period of three years. Thereafter, the Term will renew for a maximum of two successive one-year periods, unless either party opts out of such renewal by providing at least sixty days’ written notice before the scheduled renewal date. The license period or subscription period shall begin on the date specified in the applicable Software Schedule, and this Agreement shall automatically be extended to ensure that the contract Term is coterminous with the subscription period or license period, as applicable. 6.2. Termination for Cause. Either party may terminate this Agreement or any individual Software Schedule for the other party’s material breach by providing written notice. The breaching party shall have thirty days from receipt to cure such breach to the reasonable satisfaction of the non- breaching party. 6.3. Bankruptcy/Insolvency. This Agreement and any applicable Software Schedule may be terminated immediately upon the following: (a) the institution of insolvency, receivership or bankruptcy proceedings or any other proceedings for the settlement of debts of the other party; (b) the making of an assignment for the benefit of creditors by the other party; or (c) the dissolution of the other party. 6.4. Effect of Termination. 6.4.1. If this Agreement or any Software Schedule is terminated by Customer prior to the expiration of its then-current term, for any reason other than ESO’s breach, Customer agrees to immediately remit all unpaid Fees as set forth on the applicable Software Schedule equal to the Fees that will become due during the remaining Term. 6.4.2. If Customer terminates this Agreement or any Software Schedule as a result of ESO’s breach, then to the extent that Customer has prepaid any Fees, ESO shall refund to Customer any prepaid Fees on a pro-rata basis to the extent such Fees are attributable to the period after the termination date. 6.4.3. Upon termination of this Agreement or any Software Schedule, Customer shall cease all use of the Software and delete, destroy or return all copies of the Documentation and Licensed Software in its possession or control, except as required by law. 6.4.4. Termination of this Agreement is without prejudice to any other right or remedy of the parties and shall not release either party from any liability (a) which at the time of termination, has already accrued to the other party, (b) which may accrue in respect of any act or omission prior to termination, or (c) from any obligation which is intended to survive termination. 6.5. Delivery of Data. If Customer requests its data within sixty (60) days of expiration or termination of this Agreement, ESO will provide Customer access to Customer Data in a searchable .pdf format within a reasonable time frame thereafter. ESO is under no obligation to retain Customer Data more than sixty (60) days after expiration or termination of this Agreement. 7. REPRESENTATIONS AND WARRANTIES 7.1. Material Performance of Software. ESO warrants and represents that the Software will materially perform in accordance with the Documentation provided by ESO, if any. 7.2. Warranty of Services. ESO warrants that its personnel are adequately trained and competent to perform Professional Services and/or Support Services and that each will be performed in a professional and workmanlike manner. 7.3. Due Authority. Each party’s execution, delivery and performance of this Agreement and each agreement or instrument contemplated by this Agreement has been duly authorized by all necessary corporate or government action. 7.4. Customer Cooperation. Customer agrees to reasonably and timely cooperate with ESO, including but not limited to providing ESO with reasonable access to its equipment, software, data and using current operating system(s). 8. DISCLAIMER OF WARRANTIES. EXCEPT AS OTHERWISE PROVIDED IN SECTION 7, ESO HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, PERFORMANCE, SUITABILITY, TITLE, NON-INFRINGEMENT, OR ANY IMPLIED WARRANTY ARISING FROM STATUTE, COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. WITHOUT LIMITING THE GENERALITY OF THE DocuSign Envelope ID: A3520113-D315-43FE-9D2F-CF5BD2385956 ESO – MSLA v.20170519 Confidential & Proprietary Page 4 FOREGOING: (a) ESO DOES NOT REPRESENT OR WARRANT THAT THE SOFTWARE WILL PERFORM WITHOUT INTERRUPTION OR ERROR; AND (b) ESO DOES NOT REPRESENT OR WARRANT THAT THE SOFTWARE IS SECURE FROM HACKING OR OTHER UNAUTHORIZED INTRUSION OR THAT CUSTOMER DATA WILL REMAIN PRIVATE OR SECURE. CUSTOMER THEREFORE ACCEPTS THE SOFTWARE “AS-IS” AND “AS AVAILABLE.” 9. CONFIDENTIALITY 9.1. “Confidential Information” refers to the following items: (a) any document marked “Confidential”; (b) any information orally designated as “Confidential” at the time of disclosure, provided the disclosing party confirms such designation in writing within five (5) business days; (c) the Software and Documentation, whether or not designated confidential; and (d) any other nonpublic, sensitive information reasonably considered a trade secret or otherwise confidential. Notwithstanding the foregoing, Confidential Information does not include information that: (i) is in the other party’s possession at the time of disclosure; (ii) is independently developed without use of or reference to Confidential Information; (iii) becomes known publicly, before or after disclosure, other than as a result of a party’s improper action or inaction; (iv) is approved for release in writing by the disclosing party; (v) is required to be disclosed by law; or (vi) PHI, which shall be governed by the Business Associate Agreement rather than this Section. 9.2. Nondisclosure. The parties shall not use Confidential Information for any purpose other than to fulfill the terms of this Agreement (the “Purpose”). Each party: (a) shall ensure that its employees or contractors are bound by confidentiality obligations no less restrictive than those contained herein and (b) shall not disclose Confidential Information to any other third party without prior written consent from the disclosing party. Without limiting the generality of the foregoing, the receiving party shall protect Confidential Information with the same degree of care it uses to protect its own confidential information of similar nature and importance, but with no less than reasonable care. A receiving party shall promptly notify the disclosing party of any misuse or misappropriation of Confidential Information of which it is aware. 9.3. Disclosure of ESO’s Security Policies. Customer acknowledges that any information provided by ESO pertaining to ESO’s security controls, policies, procedures, audits, or other information concerning ESO’s internal security posture are considered Confidential Information and shall be treated by Customer in accordance with the terms and conditions of this Agreement. 9.4. Injunction. Customer agrees that breach of this Section would cause ESO irreparable injury, for which monetary damages would not provide adequate compensation, and that in addition to any other remedy, ESO will be entitled to injunctive relief against such breach or threatened breach, without ESO proving actual damage or posting a bond or other security. 9.5. Termination & Return. With respect to each item of Confidential Information, the obligations of nondisclosure will terminate three (3) years after the date of disclosure; provided that, such obligations related to Confidential Information constituting ESO’s trade secrets shall continue so long as such information remains subject to trade secret protection pursuant to applicable law. Upon termination of this Agreement, a party shall return all copies of Confidential Information to the other or certify, in writing, the destruction thereof. 9.6. Retention of Rights. This Agreement does not transfer ownership of Confidential Information or grant a license thereto. 9.7. Open Records and Other Laws. Notwithstanding anything in this Section to the contrary, the parties expressly acknowledge that Confidential Information may be disclosed if such Confidential Information is required to be disclosed by law, a lawful public records request, or judicial order, provided that prior to such disclosure, written notice of such required disclosure shall be given promptly and without unreasonable delay by the receiving party in order to give the disclosing party the opportunity to object to the disclosure and/or to seek a protective order. The receiving party shall reasonably cooperate in this effort. In addition, Customer may disclose the contents of this Agreement solely for the purpose of completing its review and approval processes under its local rules, if applicable. 10. INSURANCE. Throughout the term of this Agreement, and for a period of at least three (3) years thereafter for any insurance written on a claims-made form, ESO shall maintain in effect the insurance coverage described below: 10.1. Commercial general liability insurance with a minimum of $1 million per occurrence and $1 million aggregate; 10.2. Commercial automobile liability insurance covering use of all non-owned and hired automobiles with a minimum limit of $1 million for bodily injury and property damage liability; 10.3. Worker’s compensation insurance and employer’s liability insurance or any alternative plan or coverage as permitted or required by applicable law, with a minimum employer’s liability limit of $1 million each accident or disease; and 10.4. Computer processor/computer professional liability insurance (“Technology Errors and Omissions”) covering the liability for financial loss due to error, omission or negligence of ESO, and Privacy and Network Security insurance (“Cyber”) covering losses arising from a disclosure of confidential information, with a combined aggregate amount of $3 million. 10.5. The insurance provided in 10.1 and 10.2 shall be endorsed to name the Customer as an Additional Insured. 10.6. The insurance provided in 10.1, 10.2, and 10.3 shall provide a Waiver of Subrogation in favor of the Customer. 11. INDEMNIFICATION A. Definitions: i. "Indemnified Claims" shall exclude claims, demands, suits, causes of action, judgments and liability between ESO and Customer, but shall include any and all third- party claims, demands, suits, causes of action, judgments and liability of every character, type or DocuSign Envelope ID: A3520113-D315-43FE-9D2F-CF5BD2385956 ESO – MSLA v.20170519 Confidential & Proprietary Page 5 description, including all reasonable costs and expenses of litigation, mediation or other alternate dispute resolution mechanism, including attorney and other professional fees for (a) damage to or loss of the property of any person (including, but not limited to, the Customer, ESO, their respective agents, officers, employees and subcontractors; the officers, agents, and employees of such subcontractors; and third parties), and/or (b) death, bodily injury, illness, disease, worker’s compensation, or loss of services (including, but not limited to, the agents, officers and employees of the Customer, ESO, ESO’s subcontractors, and third parties). B. SUBJECT TO THE LIMITATIONS OF LIABILITY SET OUT IN SECTION 12 OF THE AGREEMENT, ESO SHALL DEFEND (AT THE OPTION OF THE CUSTOMER), INDEMNIFY, AND HOLD CUSTOMER, ITS SUCCESSORS, ASSIGNS, OFFICERS, EMPLOYEES AND ELECTED OFFICIALS HARMLESS FROM AND AGAINST ALL INDEMNIFIED CLAIMS DIRECTLY RESULTING FROM THE FAULT OF ESO, OR ESO’S AGENTS, EMPLOYEES OR SUBCONTRACTORS, IN THE PERFORMANCE OF ESO’S OBLIGATIONS UNDER THE AGREEMENT, EXCEPT THAT ESO WILL HAVE NO LIABILITY TO THE CUSTOMER TO THE EXTENT OF ANY COMPARATIVE NEGLIGENCE OF ANY INDEMNIFIED PARTY. THIS OBLIGATION TO DEFEND, INDEMNIFY, AND HOLD HARMLESS DOES NOT EXTEND TO PROFESSIONAL LIABILITY CLAIMS ARISING FROM PROFESSIONAL ERRORS AND OMISSIONS. ESO ALSO AGREES TO REIMBURSE THE INDEMNIFIED PARTIES FOR ALL COSTS, EXPENSES AND ATTORNEYS’ FEES INCURRED IF THE INDEMNIFIED PARTIES PREVAIL ON ANY CLAIM AGAINST ESO FOR ESTABLISHMENT OF ESO’S INDEMNITY OBLIGATIONS. NOTHING HEREIN SHALL BE DEEMED TO LIMIT THE RIGHTS OF THE CUSTOMER OR ESO (INCLUDING, BUT NOT LIMITED TO, THE RIGHT TO SEEK CONTRIBUTION) AGAINST ANY THIRD PARTY WHO MAY BE LIABLE FOR AN INDEMNIFIED CLAIM. C. THIS SECTION 11 SHALL SURVIVE EXPIRATION OR TERMINATION OF THE AGREEMENT. 12. LIMITATION OF LIABILITY 12.1. LIMITATION OF DAMAGES. UNDER NO CIRCUMSTANCES SHALL ESO OR CUSTOMER BE LIABLE TO EACH OTHER FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE OR INCIDENTAL DAMAGES, INCLUDING CLAIMS FOR DAMAGES FOR LOST PROFITS, GOODWILL, USE OF MONEY, INTERRUPTED OR IMPAIRED USE OF THE SOFTWARE, AVAILABILITY OF DATA, STOPPAGE OF WORK OR IMPAIRMENT OF OTHER ASSETS. 12.2. LIMITATION OF LIABILITY AS TO CUSTOMER. TO THE EXTENT PERMITTED BY LAW, WITH THE EXCEPTION OF SECTION 12.3, ESO’S MAXIMUM AGGREGATE LIABILITY FOR ALL CLAIMS OF LIABILITY TO CUSTOMER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, SHALL NOT EXCEED THE GREATER OF SIXTY-THOUSAND DOLLARS OR THE FEES PAID BY CUSTOMER (OR ON BEHALF OF CUSTOMER IN THE CASE OF A THIRD-PARTY PAYER) UNDER THE APPLICABLE SOFTWARE SCHEDULE OR SOW GIVING RISE TO THE CLAIM WITHIN THE PRECEDING 24-MONTH PERIOD. 12.3. EXCEPTION TO ESO’S LIMITATION OF LIABILITY AS TO CUSTOMER. TO THE EXTENT PERMITTED BY LAW, ESO’S LIABILITY FOR CUSTOMER’S CLAIMS FOR WHICH INSURANCE COVERAGE IS PROVIDED BY SECTION 10 SHALL NOT EXCEED THE INSURANCE LIMITS IN SECTION 10 OF THE AGREEMENT. FOR CLAIMS FOR WHICH INSURANCE COVERAGE IS NOT PROVIDED, ESO’S MAXIMUM AGGREGATE LIABILITY SHALL BE $3,000,000.00. 12.4. EXCEPTIONS TO ESO’S LIMITATION OF LIABILITY TO THIRD PARTIES. ESO’S LIABILITY FOR THIRD PARTY CLAIMS INVOLVING ESO’S INDEMNIFICATION OBLIGATIONS ARISING OUT OF SECTION 11 OF THE AGREEMENT SHALL BE LIMITED TO THE LESSER OF THE INSURANCE LIMITS IN SECTION 10 OF THE AGREEMENT, IF APPLICABLE, OR THE CUSTOMER’S APPLICABLE TORT LIABILITY SET OUT IN TEXAS CIVIL PRACTICE AND REMEDIES CODE CHAPTER 101, IF APPLICABLE. FOR CLAIMS FOR WHICH NEITHER APPLIES, ESO’S MAXIMUM AGGREGATE LIABILITY SHALL BE $3,000,000.00 12.5. THIS SECTION 12 SHALL SURVIVE EXPIRATION OR TERMINATION OF THE AGREEMENT. 13. CUSTOMER DATA & PRIVACY 13.1. Ownership of Data & Reports. As between ESO and Customer, all Customer Data shall be owned by Customer. Without limiting the foregoing, ESO will own all right, title and interest in all Intellectual Property in any aggregated and de-identified reports, summaries, compilations, analysis or other information made available through ESO’s Reporting Services. If subscribed to by Customer, ESO grants to Customer a limited, non-exclusive license to use its Reporting Services for Customer’s internal purposes only during the Term of this Agreement. No other third party shall rely on ESO’s Reporting Services or the contents thereof. ESO disclaims all liability for any damages related thereto. Customer acknowledges and agrees that any such license expires upon the expiration or termination of the applicable Software Schedule granting a license to ESO’s Reporting Services. 13.2. Use of Customer Data. Unless it receives Customer’s prior written consent, ESO: (a) shall not access, process, or otherwise use Customer Data; and (b) shall not intentionally grant any third-party access to Customer Data, including without limitation ESO’s other customers, except subcontractors that are subject to a reasonable nondisclosure agreement or authorized participants in the case of Interoperability Software. Notwithstanding the foregoing, ESO may use and disclose Customer Data to fulfill its obligations under this Agreement or as required by applicable law or by proper legal or governmental authority. ESO shall give Customer prompt notice of any such legal or DocuSign Envelope ID: A3520113-D315-43FE-9D2F-CF5BD2385956 ESO – MSLA v.20170519 Confidential & Proprietary Page 6 governmental demand and reasonably cooperate with Customer in any effort to seek a protective order or otherwise to contest such required disclosure, at Customer’s expense. 13.3. Anonymized Data. Notwithstanding any provision herein, ESO may use, reproduce, license, or otherwise exploit Anonymized Data; provided that Anonymized Data does not contain and is not PHI. (“Anonymized Data” refers to Customer Data with the following removed: personally identifiable information and the names and addresses of Customer and any of its Users and/or Customer’s clients.) 13.4. Risk of Exposure. Customer recognizes and agrees that hosting data online involves risks of unauthorized disclosure.. Customer has sole responsibility for obtaining, maintaining, and securing its connections to the Internet. ESO makes no representations to Customer regarding the reliability, performance or security of any network or provider. 14. FEEDBACK RIGHTS & WORK PRODUCT 14.1. Feedback Rights. ESO does not agree to treat as confidential any Feedback that Customer provides to ESO. Nothing in this Agreement will restrict ESO’s right to use, profit from, disclose, publish, keep secret, or otherwise exploit Feedback, without compensation or crediting Customer. Feedback will not constitute Confidential Information, even if it would otherwise qualify as such pursuant to Section 9 (Confidential Information). 14.2. Work Product Ownership. In the event Customer hires ESO to perform Professional Services, ESO alone shall hold all right, title, and interest to all proprietary and intellectual property rights of the Deliverables (including, without limitation, patents, trade secrets, copyrights, and trademarks), as well as title to any copy of software made by or for Customer (if applicable). Customer hereby explicitly acknowledges and agrees that nothing in this Agreement or a separate SOW gives the Customer any right, title, or interest to the intellectual property or proprietary know-how of the Deliverables. 15. GOVERNMENT PROVISIONS 15.1. Compliance with Laws. Both parties shall comply with and give all notices required by all applicable federal, state and local laws, ordinances, rules, regulations and lawful orders of any public authority bearing on the performance of this Agreement. 15.2. Business Associate Addendum. The parties agree to the terms of the Business Associate Addendum attached hereto as Exhibit C and incorporated herein by reference. 15.3. Equal Opportunity. The parties shall abide by the requirements of 41 CFR 60-1.4(a), 60-300.5(a) and 60- 741.5(a), and the posting requirements of 29 CFR Part 471, appendix A to subpart A, if applicable. These regulations prohibit discrimination against qualified individuals based on their status as protected veterans or individuals with disabilities, and prohibit discrimination against all individuals based on their race, color, religion, sex, sexual orientation, gender identity or national origin. 15.4. Excluded Parties List. ESO agrees to immediately report to Customer if an employee or contractor is listed by a federal agency as debarred, excluded or otherwise ineligible for participation in federally funded health care programs. 16. PHI ACCURACY & COMPLETENESS 16.1. ESO provides the Software to allow Customer (and its respective Users) to enter, document, and disclose Customer Data, and as such, ESO gives no representations or guarantees about the accuracy or completeness of Customer Data (including PHI) entered, uploaded or disclosed through the Software. 16.2. Customer is solely responsible for any decisions or actions taken involving patient care or patient care management, whether those decisions or actions were made or taken using information received through the Software. 17. MISCELLANEOUS 17.1. Independent Contractors. The parties are independent contractors. Neither party is the agent of the other, and neither may make commitments on the other’s behalf. The parties agree that no ESO employee or contractor is or will be considered an employee of Customer. 17.2. Notices. Notices provided under this Agreement must be in writing and delivered by (a) certified mail, return receipt requested to a party’s principal place of business as forth in the recitals on page 1 of this Agreement, (b) hand delivered, (c) facsimile with receipt of a "Transmission Confirmed" acknowledgment, (d) e-mail, or (e) delivery by a reputable overnight carrier service. In the case of delivery by facsimile or e-mail, the notice must be followed by a copy of the notice being delivered by a means provided in (a), (b) or (e). The notice will be deemed given on the day the notice is received. 17.3. Merger Clause. In entering into this Agreement, neither party is relying upon any representations or statements of the other that are not fully expressed in this Agreement; rather each party is relying on its own judgment and due diligence and expressly disclaims reliance upon any representations or statement not expressly set forth in this Agreement. In the event the Customer issues a purchase order, letter or any other document addressing the Software or Services to be provided and performed pursuant to this Agreement, it is hereby specifically agreed and understood that any such writing is for the Customer’s internal purposes only, and that any terms, provisions, and conditions contained therein shall in no way modify this Agreement. 17.4. Severability. To the extent permitted by applicable law, the parties hereby waive any provision of law that would render any clause of this Agreement invalid or otherwise unenforceable in any respect. If a provision of this Agreement is held to be invalid or otherwise unenforceable, such provision will be interpreted to fulfill its intended purpose to the maximum extent permitted by applicable law, and the remaining provisions of this Agreement will continue in full force and effect. 17.5. Assignment & Successors. Neither party may assign, subcontract, delegate or otherwise transfer this Agreement or any of its rights or obligations hereunder, nor may it DocuSign Envelope ID: A3520113-D315-43FE-9D2F-CF5BD2385956 ESO – MSLA v.20170519 Confidential & Proprietary Page 7 contract with third parties to perform any of its obligations hereunder except as contemplated in this Agreement, without the other party’s prior written consent. Except that either party may, without the prior consent of the other, assign all its rights under this Agreement to (i) a purchaser of all or substantially all assets related to this Agreement, or (ii) a third party participating in a merger, acquisition, sale of assets or other corporate reorganization in which either party is participating (collectively, a “Change in Control”); provided however, that the non-assigning party is given notice of the Change in Control. 17.6. Modifications and Amendments. This Agreement may not be amended except through a written agreement signed by authorized representatives of each party. 17.7. Force Majeure. No delay, failure, or default, other than a failure to pay Fees when due, will constitute a breach of this Agreement to the extent caused by acts of war, terrorism, hurricanes, earthquakes, other acts of God or of nature, strikes or other labor disputes, riots or other acts of civil disorder, embargoes, or other causes beyond the performing party’s reasonable control (collectively, “Force Majeure”). In such event, however, the delayed party must promptly provide the other party notice of the Force Majeure. The delayed party’s time for performance will be excused for the duration of the Force Majeure, but if the event last longer than thirty (30) days, the other party may immediately terminate the applicable Software Schedule. 17.8. Marketing. Customer hereby grants ESO a license to include Customer’s primary logo in any customer list or press release announcing this Agreement; provided ESO first submits each such press release or customer list to Customer and receives written approval, which approval shall not be unreasonably withheld. Goodwill associated with the logo inures solely to Customer, and ESO shall take no action to damage the goodwill associated with the logo or with Customer. 17.9. Waiver & Breach. Neither party will be deemed to have waived any of its rights under this Agreement unless it is an explicit written waiver made by an authorized representative. No waiver of a breach of this Agreement will constitute a waiver of any other breach of this Agreement. 17.10. Survival of Terms. Unless otherwise stated, all of ESO’s and Customer’s respective obligations, representations and warranties under this Agreement which are not, by the expressed terms of this Agreement, fully to be performed while this Agreement is in effect shall survive the termination of this Agreement. 17.11. Ambiguous Terms. This Agreement will not be construed against any party by reason of its preparation. 17.12. Governing Law. This Agreement, any related Addenda, and any CLAIM, DISPUTE, OR CONTROVERSY (WHETHER IN CONTRACT, TORT, OR OTHERWISE, INCLUDING STATUTORY, CONSUMER PROTECTION, COMMON LAW, INTENTIONAL TORT AND EQUITABLE CLAIMS) BETWEEN CUSTOMER AND ESO, including their affiliates, contractors, and agents, and each of their respective employees, directors, and officers (a “Dispute”) will be governed by the laws of the State of Texas, without regard to conflicts of law. Notwithstanding the foregoing, in the event Customer is a U.S. city, county, municipality or other U.S. governmental entity, then any Dispute will be governed by the law of state where Customer is located, without regard to its conflicts of law. The UN Convention for the International Sale of Goods and the Uniform Computer Information Transactions Act will not apply. In any Dispute, each party will bear its own attorneys’ fees and costs and expressly waives any statutory right to attorneys’ fees under § 38.001 of the Texas Civil Practices and Remedies Code. 17.13. Venue. The parties agree that any Dispute shall be brought exclusively in the state or federal courts located in Denton County, Texas. The parties agree to submit to the personal jurisdiction of such courts. Notwithstanding the foregoing, in the event Customer is a U.S. city, county, municipality or other U.S. governmental entity, then any Dispute shall be brought exclusively in the state or federal courts located in the county where Customer is located. 17.14. Intentionally deleted. 17.15. No Class Actions. NEITHER PARTY SHALL BE ENTITLED TO JOIN OR CONSOLIDATE CLAIMS BY OR AGAINST THE OTHER CUSTOMERS, OR PURSUE ANY CLAIM AS A REPRESENTATIVE OR CLASS ACTION OR IN A PRIVATE ATTORNEY GENERAL CAPACITY. 17.16. Limitation Period. NEITHER PARTY, shall be liable for any claim brought more than 2 years after the cause of action for such claim first arose. 17.17. Dispute Resolution. Customer and ESO will attempt to resolve any Dispute through negotiation or by utilizing a mediator agreed to by the parties, rather than through litigation. Negotiations and mediations will be treated as confidential. If the parties are unable to reach a resolution within thirty (30) days of notice of the Dispute to the other party, the parties may pursue all other courses of action available at law or in equity. 17.18. Technology Export. Customer shall not: (a) permit any third party to access or use the Software in violation of any U.S. law or regulation; or (b) export any software provided by ESO or otherwise remove it from the United States except in compliance with all applicable U.S. laws and regulations. Without limiting the generality of the foregoing, Customer shall not permit any third party to access or use the Software in, or export such software to, a country subject to a United States embargo (as of the Effective Date - Cuba, Iran, North Korea, Sudan, and Syria). 17.19. Order of Precedence. In the event of any conflict between this Agreement, Addenda or other attachments incorporated herein, the following order of precedence will govern: (1) the General Terms and Conditions; (2) any Business Associate Agreement; (3) the applicable Software Schedule or SOW, with most recent Software Schedule or SOW taking precedence over earlier ones; and (4) any ESO policy posted online, including without limitation its privacy policy. No amendments incorporated into this Agreement after execution of the General Terms and Conditions will amend such General Terms and Conditions unless it specifically states its intent to do so and cites the section or sections amended. DocuSign Envelope ID: A3520113-D315-43FE-9D2F-CF5BD2385956 ESO – MSLA v.20170519 Confidential & Proprietary Page 8 17.20. Counterparts. This Agreement may be executed in one or more counterparts. Each counterpart will be an original, and all such counterparts will constitute a single instrument. 17.21. Signatures. Electronic signatures on this Agreement or on any Addendum (or copies of signatures sent via electronic means) are the equivalent of handwritten signatures. DocuSign Envelope ID: A3520113-D315-43FE-9D2F-CF5BD2385956 ESO – MSLA v.20170519 Confidential & Proprietary Page 9 IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date. ESO Solutions, Inc. Customer: City of Denton, Texas [Signature] [Signature] SARA HENSLEY [Printed Name] [Printed Name] INTERIM CITY MANAGER [Title] [Title] ATTEST: ROSA RIOS, CITY SECRETARY BY:___________________________________ APPROVED AS TO LEGAL FORM: CATHERINE CLIFTON, INTERIM CITY ATTORNEY BY:___________________________________ THIS AGREEMENT HAS BEEN BOTH REVIEWED AND APPROVED as to financial and operational obligations and business terms. ________________ ________________ Signature Printed Name _________________________________ Title _________________________________ Department DocuSign Envelope ID: A3520113-D315-43FE-9D2F-CF5BD2385956 Courtney Johnson CFO Fire Chief Fire Kenneth Hedges ESO – MSLA v.20170519 Confidential & Proprietary Page 10 EXHIBIT A-1 SAAS SOFTWARE SCHEDULE (Applications - ESO EHR, ESO Fire, ESO PM, FIREHOUSE Cloud, IFC Codes, EMS1 Academy, FireRescue1 Academy, Staff Scheduling, Assets, Inventory, Checklist) 1. The SaaS subscription term shall begin 15 calendar days after the Effective Date (“SaaS Subscription Start Date”). Customer shall be deemed to have accepted the SaaS on the SaaS Subscription Start Date. The parties will make reasonable efforts to ensure that Customer is able to use the SaaS as contemplated as quickly as possible, but in no event will the SaaS Subscription Start Date be modified for implementation delays. 2. The following SaaS may be ordered under this Exhibit: 2.1. ESO Electronic Health Record (“EHR”) is a SaaS software application for prehospital patient documentation (http://www.eso.com/software/ehr). 2.2. ESO Personnel Management (“PM”) is a SaaS software application for tracking personnel records, training courses and education history (http://www.eso.com/software/personnel-management). 2.3. ESO Fire is a SaaS software application for NFIRS reporting (http://www.eso.com/software/fire). 3. The following Third-Party Data and/or Software may be ordered under this Exhibit: 2018 International Fire Code, 2015 International Fire Code, 2012 International Fire Code, Education (see section 3.5). 4. Third-Party Payer is responsible for the following products and Fees: N/A 5. Customer hereby agrees to timely pay for the following products according to the schedule below: Line # Software Description Fee Type QTY UOM Totals 1 Patient Care Reporting Solution (193 users, 8 stations, 40 vehicles; EHR and HDE Connection) Recurring 1 EA $21,213.00 2 Fire Incident Reports (193 users, 8 stations, 40 vehicles; Fire Incidents, Hydrants, Properties, Inspections) Recurring 1 EA $14,864.40 3 Personnel Management (193 users, 8 stations, 40 vehicles) Recurring 1 EA $5,035.50 4 Asset Management (193 users, 8 stations, 40 vehicles; Assets and Checklists) Recurring 1 EA $9,441.00 5 EMS Fire Rescue Education Database Training Tracking (193 users, 8 stations, 40 vehicles) Recurring 1 EA $13,722.30 6 Daily Non-Response Operations Activities Tracking (193 users, 8 stations, 40 vehicles; Activities) Recurring 1 EA $1,449.00 7 Staffing/Scheduling/Attendance Tracking (193 users, 8 stations, 40 vehicles) Recurring 1 EA $8,995.50 8 Implementation, training, support services (193 users, 8 stations, 40 vehicles) One-time 1 EA $0.00 9 Cost for Increase of Services (additional personnel, stations, apparatuses) Recurring 1 EA $0.00 Total $74,720.70 6. All the Fees above will be invoiced by ESO as follows: 6.1. Training and Training Travel Fees shall be invoiced on the Effective Date. 6.2. During the first year, 100% of the remaining Fees shall be invoiced on the SaaS Subscription Start Date. 6.3. During the second year and any renewal years thereafter, 100% of the recurring Fees shall be due on the anniversary of the SaaS Subscription Start Date. DocuSign Envelope ID: A3520113-D315-43FE-9D2F-CF5BD2385956 ESO – MSLA v.20170519 Confidential & Proprietary Page 11 EXHIBIT A-6 NARCBOX HARDWARE AND SOFTWARE SCHEDULE (Applications – NarcBox) 1. The NarcBox subscription term shall begin upon the date Customer receives the NarcBox hardware (“NarcBox Subscription Start Date”). Customer shall be deemed to have accepted NarcBox and the accompanying software on the NarcBox Subscription Start Date. ESO is not obligated to provide delivery for any NarcBox until after Customer pays the initial invoice sent under this Schedule or makes other payment arrangements acceptable to ESO (including but not limited to a valid Purchase Order). 2. Customer may return defective products for a refund within 45 days of the NarcBox Subscription Start Date to a location designated by ESO. 3. Third-Party Payer is responsible for the following products and Fees: N/A 4. Customer hereby agrees to timely pay for the following products according to the schedule below: Line # Software Description Fee Type QTY UOM Totals 1 NarcBox pricing for 22 units One-time 22 EA $24,750.00 Total $24,750.00 5. All the Fees above will be invoiced by ESO as follows: 5.1. The Fees shall be invoiced on the Effective Date of the Agreement (“NarcBox Invoice Date”). 5.2. For year two and thereafter, the recurring Fees shall be invoiced on the anniversary of the NarcBox Invoice Date. DocuSign Envelope ID: A3520113-D315-43FE-9D2F-CF5BD2385956 ESO – MSLA v.20170519 Confidential & Proprietary Page 12 EXHIBIT B SUPPORT SERVICES ADDENDUM 1. DEFINITIONS. Capitalized terms not defined below shall have the same meaning as in the General Terms & Conditions. 1.1. “Enhancement” means a modification, addition or new release of the Software that when added to the Software, materially changes its utility, efficiency, functional capability or application. 1.2. “E-mail Support” means ability to make requests for technical support assistance by e-mail at any time concerning the use of the then-current release of Software. 1.3. “Error” means an error in the Software, which significantly degrades performance of such Software as compared to ESO’s then- published Documentation. 1.4. “Error Correction” means the use of reasonable commercial efforts to correct Errors. 1.5. “Fix” means the repair or replacement of object code for the Software or Documentation to remedy an Error. 1.6. “Initial Response” means the first contact by a Support Representative after the incident has been logged and a ticket generated. This may include an automated email response depending on when the incident is first communicated. 1.7. “Management Escalation” means, if the initial Workaround or Fix does not resolve the Error, notification of management that such Error(s) have been reported and of steps being taken to correct such Error(s). 1.8. “Severity 1 Error” means an Error which renders the Software completely inoperative (e.g. a User cannot access the Software due to unscheduled downtime or an Outage). 1.9. “Severity 2 Error” means an Error in which Software is still operable; however, one or more significant features or functionality are unavailable (e.g. a User cannot access a core component of the Software). 1.1. “Severity 3 Error” means any other error that does not prevent a User from accessing a significant feature of the Software (e.g. User is experiencing latency in reports). 1.2. “Severity 4 Error” means any error related to Documentation or a Customer Enhancement request. 1.3. “Status Update” means if the initial Workaround or Fix cannot resolve the Error, notification of the Customer regarding the progress of the Workaround or Fix. 1.4. “Online Support” means information available through ESO’s website (www.esosolutions.com), including frequently asked questions and bug reporting via Live Chat. 1.5. “Support Representative” shall be ESO employee(s) or agent(s) designated to receive Error notifications from Customer, which Customer’s Administrator has been unable to resolve. 1.6. “Update” means an update or revision to Software, typically for Error Correction. 1.7. “Upgrade” means a new version or release of Software or a particular component of Software, which improves the functionality or which adds functional capabilities to the Software and is not included in an Update. Upgrades may include Enhancements. 1.8. “Workaround” means a change in the procedures followed or data supplied by Customer to avoid an Error without substantially impairing Customer’s use of the Software. 2. SUPPORT SERVICES. 2.1. Customer will provide at least one administrative employee (the “Administrator” or “Administrators”) who will handle all requests for first-level support from Customer’s employees with respect to the Software. Such support is intended to be the “front line” for support and information about the Software to Customer’s Users. ESO will provide training, documentation, and materials to the Administrator to enable the Administrator to provide technical support to Customer’s Users. The Administrator will notify a Support Representative of any Errors that the Administrator cannot resolve and assist ESO in information gathering. 2.2. ESO will provide Support Services consisting of (a) Error Correction(s); Enhancements, Updates and Upgrades that ESO, in its discretion, makes generally available to its customers without additional charge; and (c) E-mail Support, telephone support, and Online Support. ESO may use multiple forms of communication for purposes of submitting periodic status reports to Customer, DocuSign Envelope ID: A3520113-D315-43FE-9D2F-CF5BD2385956 ESO – MSLA v.20170519 Confidential & Proprietary Page 13 including but not limited to, messages in the Software, messages appearing upon login to the Software or other means of broadcasting Status Update(s) to multiple customers affected by the same Error, such as a customer portal. 2.3. ESO’s support desk will be staffed with competent technical consultants who are trained in and thoroughly familiar with the Software and with Customer’s applicable configuration. Telephone support and all communications will be delivered in intelligible English. 2.4. Normal business hours for ESO’s support desk are Monday through Friday 7:00 am to 7:00 pm CT. Customer will receive a call back from a Support Representative after-hours for a Severity 1 Error. 2.5. ESO will provide responses to a technology and/or security assessment of reasonable detail (a “Tech Assessment”) upon request prior to (or in connection with) implementation. ESO will provide responses to any subsequent Tech Assessments provided that Customer compensates ESO at its then-current and standard consulting rates for all work performed in connection with such Tech Assessments. 3. ERROR PRIORITY LEVELS. Customer will report all Errors to ESO via e-mail (support@esosolutions.com) or by telephone (866-766- 9471, option #3). ESO shall exercise commercially reasonable efforts to correct any Error reported by Customer in accordance with the priority level reasonably assigned to such Error by ESO. 3.1. Severity 1 Error. ESO shall (i) commence Error Correction promptly; (ii) provide an Initial Response within four hours; (iii) initiate Management Escalation promptly; and (iv) provide Customer with a Status Update within four hours if ESO cannot resolve the Error within four hours. 3.2. Severity 2 Error. ESO shall (i) commence Error Correction promptly; (ii) provide an Initial Response within eight hours; (iii) initiate Management Escalation within forty-eight hours if unresolved; and (iv) provide Customer with a Status Update within forty-eight hours if ESO cannot resolve the Error within forty-eight hours. 3.3. Severity 3 Error. ESO shall (i) commence Error Correction promptly; (ii) provide an Initial Response within three business days; and (iii) provide Customer with a Status Update within seven calendar days if ESO cannot resolve the Error within seven calendar days. 3.4. Severity 4 Error. ESO shall (i) provide an Initial Response within seven calendar days. 4. CONSULTING SERVICES. If ESO reasonably believes that a problem reported by Customer is not due to an Error in the Software, ESO will so notify Customer. At that time, Customer may request ESO to proceed with a root cause analysis at Customer’s expense as set forth herein or in a separate SOW. If ESO agrees to perform the investigation on behalf of Customer, then ESO’s then-current and standard consulting rates will apply for all work performed in connection with such analysis, plus reasonable related expenses incurred. For the avoidance of doubt, Consulting Services will include customized report writing by ESO on behalf of Customer. 5. EXCLUSIONS. 5.1. ESO shall have no obligation to perform Error Corrections or otherwise provide support for: (i) Customer’s repairs, maintenance or modifications to the Software (if permitted); (ii) Customer’s misapplication or unauthorized use of the Software; (iii) altered or damaged Software not caused by ESO; (iv) any third-party software; (v) hardware issues; (vi) Customer’s breach of the Agreement; and (vii) any other causes beyond the ESO’s reasonable control. 5.2. ESO shall have no liability for any changes in Customer’s hardware or software systems that may be necessary to use the Software due to a Workaround or Fix. 5.3. ESO is not responsible for any Error Correction unless ESO can replicate such Error on its own software and hardware or through remote access to Customer’s software and hardware. 5.4. Customer is solely responsible for its selection of hardware, and ESO shall not be responsible the performance of such hardware even if ESO makes recommendations regarding the same. 6. MISCELLANEOUS. The parties acknowledge that from time-to-time ESO may update its support processes specifically addressed in this Exhibit and may do so by posting such updates to ESO’s website or otherwise notifying Customer of such updates. Customer will accept updates to ESO’s support procedures and any other terms in this Exhibit; provided however, that they do not materially decrease the level of Support Services that Customer will receive from ESO. THESE TERMS AND CONDITIONS DO NOT CONSTITUTE A PRODUCT WARRANTY. THIS EXHIBIT IS AN ADDITIONAL PART OF THE AGREEMENT AND DOES NOT CHANGE OR SUPERSEDE ANY TERM OF THE AGREEMENT EXCEPT TO THE EXTENT UNAMBIGUOUSLY CONTRARY THERETO. DocuSign Envelope ID: A3520113-D315-43FE-9D2F-CF5BD2385956 ESO – MSLA v.20170519 Confidential & Proprietary Page 14 EXHIBIT C HIPAA BUSINESS ASSOCIATE ADDENDUM Customer and ESO Solutions, Inc. ("Business Associate") agree that (1) this HIPAA Business Associate Addendum is entered into for the benefit of Customer, which is a covered entity under the Privacy Standards ("Covered Entity"). Pursuant to the Agreement, Business Associate may perform functions or activities involving the use and/or disclosure of PHI on behalf of the Covered Entity, and therefore, Business Associate may function as a business associate. Business Associate, therefore, agrees to the following terms and conditions set forth in this HIPAA Business Associate Addendum (“Addendum”). 1. Scope. This Addendum applies to and is hereby automatically incorporated into all present and future agreements and relationships, whether written, oral or implied, between Covered Entity and Business Associate, pursuant to which PHI is created, maintained, received or transmitted by Business Associate from or on behalf of Covered Entity in any form or medium whatsoever. 2. Definitions. For purposes of this Addendum, the terms used herein, unless otherwise defined, shall have the same meanings as used in the Health Insurance Portability and Accountability Act of 1996 ("HIPAA"), or the Health Information Technology for Economic and Clinical Health Act ("HITECH"), and any amendments or implementing regulations, (collectively "HIPAA Rules"). 3. Compliance with Applicable Law. The parties acknowledge and agree that, beginning with the relevant effective date, Business Associate shall comply with its obligations under this Addendum and with all obligations of a business associate under HIPAA, HITECH, the HIPAA Rules, and other applicable laws and regulations, as they exist at the time this Addendum is executed and as they are amended, for so long as this Addendum is in place. 4. Permissible Use and Disclosure of PHI. Business Associate may use and disclose PHI as necessary to carry out its duties to a Covered Entity pursuant to the terms of the Agreement and as required by law. Business Associate may also use and disclose PHI (i) for its own proper management and administration, and (ii) to carry out its legal responsibilities. If Business Associate discloses Protected Health Information to a third party for either above reason, prior to making any such disclosure, Business Associate must obtain: (i) reasonable assurances from the receiving party that such PHI will be held confidential and be disclosed only as required by law or for the purposes for which it was disclosed to such receiving party; and (ii) an agreement from such receiving party to immediately notify Business Associate of any known breaches of the confidentiality of the PHI. 5. Limitations on Use and Disclosure of PHI. Business Associate shall not, and shall ensure that its directors, officers, employees, subcontractors, and agents do not, use or disclose PHI in any manner that is not permitted by the Agreement or that would violate Subpart E of 45 C.F.R. 164 ("Privacy Rule") if done by a Covered Entity. All uses and disclosures of, and requests by, Business Associate for PHI are subject to the minimum necessary rule of the Privacy Rule. 6. Required Safeguards to Protect PHI. Business Associate shall use appropriate safeguards, and comply with Subpart C of 45 C.F.R. Part 164 ("Security Rule") with respect to electronic PHI, to prevent the use or disclosure of PHI other than pursuant to the terms and conditions of this Addendum. 7. Reporting to Covered Entity. Business Associate shall report to the affected Covered Entity without unreasonable delay: (a) any use or disclosure of PHI not provided for by the Agreement of which it becomes aware; (b) any breach of unsecured PHI in accordance with 45 C.F.R. Subpart D of 45 C.F.R. 164 ("Breach Notification Rule"); and (c) any security incident of which it becomes aware. With regard to Security Incidents caused by or occurring to Business Associate, Business Associate shall cooperate with the Covered Entity's investigation, analysis, notification and mitigation activities, and except for Security Incidents caused by Covered Entity, shall be responsible for reasonable costs incurred by the Covered Entity for those activities. Notwithstanding the foregoing, Covered Entity acknowledges and shall be deemed to have received advanced notice from Business Associate that there are routine occurrences of: (i) unsuccessful attempts to penetrate computer networks or services maintained by Business Associate; and (ii) immaterial incidents such as “pinging” or “denial of services” attacks. 8. Mitigation of Harmful Effects. Business Associate agrees to mitigate, to the extent practicable, any harmful effect of a use or disclosure of PHI by Business Associate in violation of the requirements of the Agreement, including, but not limited to, compliance with any state law or contractual data breach requirements. 9. Agreements by Third Parties. Business Associate shall enter into an agreement with any subcontractor of Business Associate that creates, receives, maintains or transmits PHI on behalf of Business Associate. Pursuant to such agreement, the subcontractor shall agree to be bound by the same or greater restrictions, conditions, and requirements that apply to Business Associate under this Addendum with respect to such PHI. 10. Access to PHI. Within five (5) business days of a request by a Covered Entity for access to PHI about an individual contained in a Designated Record Set, Business Associate shall make available to the Covered Entity such PHI for so long as such information is maintained by Business Associate in the Designated Record Set, as required by 45 C.F.R. 164.524. In the event any individual delivers directly to Business Associate a request for access to PHI, Business Associate shall within five (5) business days forward such request to the Covered Entity. 11. Amendment of PHI. Within five (5) business days of receipt of a request from a Covered Entity for the amendment of an individual's PHI or a record regarding an individual contained in a Designated Record Set (for so long as the PHI is maintained in the Designated Record Set), DocuSign Envelope ID: A3520113-D315-43FE-9D2F-CF5BD2385956 ESO – MSLA v.20170519 Confidential & Proprietary Page 15 Business Associate shall provide such information to the Covered Entity for amendment and incorporate any such amendments in the PHI as required by 45 C.F.R. 164.526. In the event any individual delivers directly to Business Associate a request for amendment to PHI, Business Associate shall within five (5) business days forward such request to the Covered Entity. 12. Documentation of Disclosures. Business Associate agrees to document disclosures of PHI and information related to such disclosures as would be required for a Covered Entity to respond to a request by an individual for an accounting of disclosures of PHI in accordance with 45 C.F.R. 164.528 and HITECH. 13. Accounting of Disclosures. Within five (5) business days of notice by a Covered Entity to Business Associate that it has received a request for an accounting of disclosures of PHI, Business Associate shall make available to a Covered Entity information to permit the Covered Entity to respond to the request for an accounting of disclosures of PHI, as required by 45 C.F.R. 164.528 and HITECH. 14. Other Obligations. To the extent that Business Associate is to carry out one or more of a Covered Entity's obligations under the Privacy Rule, Business Associate shall comply with such requirements that apply to the Covered Entity in the performance of such obligations. 15. Judicial and Administrative Proceedings. In the event Business Associate receives a subpoena, court or administrative order or other discovery request or mandate for release of PHI, the affected Covered Entity shall have the right to control Business Associate's response to such request, provided that, such control does not have an adverse impact on Business Associate’s compliance with existing laws. Business Associate shall notify the Covered Entity of the request as soon as reasonably practicable, but in any event within seven (7) business days of receipt of such request. 16. Availability of Books and Records. Business Associate hereby agrees to make its internal practices, books, and records available to the Secretary of the Department of Health and Human Services for purposes of determining compliance with the HIPAA Rules. 17. Breach of Contract by Business Associate. In addition to any other rights a party may have in the Agreement, this Addendum or by operation of law or in equity, either party may: i) immediately terminate the Agreement if the other party has violated a material term of this Addendum; or ii) at the non-breaching party’s option, permit the breaching party to cure or end any such violation within the time specified by the non-breaching party. The non-breaching party’s option to have cured a breach of this Addendum shall not be construed as a waiver of any other rights the non-breaching party has in the Agreement, this Addendum or by operation of law or in equity. 18. Effect of Termination of Agreement. Upon the termination of the Agreement or this Addendum for any reason, Business Associate shall return to a Covered Entity or, at the Covered Entity's direction, destroy all PHI received from the Covered Entity that Business Associate maintains in any form, recorded on any medium, or stored in any storage system. This provision shall apply to PHI that is in the possession of Business Associate, subcontractors, and agents of Business Associate. Business Associate shall retain no copies of the PHI. Business Associate shall remain bound by the provisions of this Addendum, even after termination of the Agreement or Addendum, until such time as all PHI has been returned or otherwise destroyed as provided in this Section. For the avoidance of doubt, de-identified Customer Data shall not be subject to this provision. 19. Injunctive Relief. Business Associate stipulates that its unauthorized use or disclosure of PHI while performing services pursuant to this Addendum would cause irreparable harm to a Covered Entity, and in such event, the Covered Entity shall be entitled to institute proceedings in any court of competent jurisdiction to obtain damages and injunctive relief. 20. Owner of PHI. Under no circumstances shall Business Associate be deemed in any respect to be the owner of any PHI created or received by Business Associate on behalf of a Covered Entity. 21. Data Usage Provision. Business Associate may aggregate and de-identify PHI and/or create limited data sets for use in research, evaluation and for publication or presentation of patient care quality improvement practices and outcomes. The Parties understand and agree that such aggregated and de-identified data is no longer PHI subject to the provisions of HIPAA and agree that Business Associate may retain such limited data sets indefinitely thereafter. Business Associate agrees that it will comply with all terms of this Agreement with respect to the limited data sets and that it shall not re-identify or attempt to re-identify the information contained in the limited data set, nor contact any of the individuals whose information is contained in the limited data set. 22. Safeguards and Appropriate Use of Protected Health Information. Covered Entity is responsible for implementing appropriate privacy and security safeguards to protect its PHI in compliance with HIPAA. Without limitation, it is Covered Entity’s obligation to: 22.1. Not include PHI in information Covered Entity submits to technical support personnel through a technical support request or to community support forums. In addition, Business Associate does not act as, or have the obligations of a Business Associate under the HIPAA Rules with respect to Customer Data once it is sent to or from Covered Entity outside ESO’s Software over the public Internet; and 22.2. Implement privacy and security safeguards in the systems, applications, and software Covered Entity controls, configures and connects to ESO’s Software. 23. Third Party Rights. The terms of this Addendum do not grant any rights to any parties other than Business Associate and the Covered Entity. DocuSign Envelope ID: A3520113-D315-43FE-9D2F-CF5BD2385956 CONFLICT OF INTEREST QUESTIONNAIRE - FORM CIQ For vendor or other person doing business with local governmental entity This questionnaire reflects changes made to the law by H.B. 23, 84th Leg., Regular Session. This questionnaire is being filed in accordance with Chapter 176, Local Government Code, by a vendor who has a business relationship as defined by Section 176.001(1-a) with a local governmental entity and the vendor meets requirements under Section 176.006(a). By law this questionnaire must be filed with the records administrator of the local government entity not later than the 7th business day after the date the vendor becomes aware of facts that require the statement to be filed. See Section 176.006(a-1), Local Government Code. A vendor commits an offense if the vendor knowingly violates Section 176.006, Local Government Code. An offense under this section is a misdemeanor. 1 Name of vendor who has a business relationship with local governmental entity. 2 Check this box if you are filing an update to a previously filed questionnaire. (The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than the 7th business day after the date on which you became aware that the originally filed questionnaire was incomplete or inaccurate.) 3 Name of local government officer about whom the information in this section is being disclosed. Name of Officer Describe each employment or other business relationship with the local government officer, or a family member of the officer, as described by Section 176.003(a)(2)(A). Also describe any family relations hip with the local government officer. This section, (item 3 including subparts A, B, C & D), must be completed for each officer with whom the vendor has an employment or other business relationship as defined by Section 176.00 1(1-a), Local Government Code. Attach additional pages to this Form CIQ as necessary. A. Is the local government officer named in this section receiving or likely to receive taxable income, other than investment income, from the vendor? Yes No B. Is the vendor receiving or likely to receive taxable income, other than investment income, from or at the direction of the local government officer named in this section AND the taxable income is not received from the local governmental entity? Yes No C. Is the filer of this questionnaire employed by a corporation or other business entity with respect to which the local government officer serves as an officer or director, or holds an ownership of one percent or more? Yes No D. Describe each employment or business and family relationship with the local government officer named in this section. 4 I have no Conflict of Interest to disclose. 5 Signature of vendor doing business with the governmental entity Date DocuSign Envelope ID: A3520113-D315-43FE-9D2F-CF5BD2385956EXHIBIT CIQ ESO SOLUTIONS, INC. 8/18/2021 CONFLICT OF INTEREST QUESTIONNAIRE For vendor doing business with local governmental entity A complete copy of Chapter 176 of the Local Government Code may be found at http://www.statutes.legis.state.tx.us/ Docs/LG/htm/LG.176.htm. For easy reference, below are some of the sections cited on this form. Local Government Code § 176.001(1-a): "Business relationship" means a connection between two or more parties based on commercial activity of one of the parties. The term does not include a connection based on: (A) a transaction that is subject to rate or fee regulation by a federal, state, or local governmental entity or an agency of a federal, state, or local governmental entity; (B) a transaction conducted at a price and subject to terms available to the public; or (C) a purchase or lease of goods or services from a person that is chartered by a state or federal agency and that is subject to regular examination by, and reporting to, that agency. Local Government Code § 176.003(a)(2)(A) and (B): (A) A local government officer shall file a conflicts disclosure statement with respect to a vendor if: (2) the vendor: (A) has an employment or other business relationship with the local government officer or a family member of the officer that results in the officer or family member receiving taxable income, other than investment income, that exceeds $2,500 during the 12-month period preceding the date that the officer becomes aware that (i) a contract between the local governmental entity and vendor has been executed; or (ii) the local governmental entity is considering entering into a contract with the vendor; (B) has given to the local government officer or a family member of the officer one or more gifts that have an aggregate value of more than $100 in the 12-month period preceding the date the officer becomes aware that: (i) a contract between the local governmental entity and vendor has been executed; or (ii) the local governmental entity is considering entering into a contract with the vendor. Local Government Code § 176.006(a) and (a-1) (a) A vendor shall file a completed conflict of interest questionnaire if the vendor has a business relationship with a local governmental entity and: (1) has an employment or other business relationship with a local government officer of that local governmental entity, or a family member of the officer, described by Section 176.003(a)(2)(A); (2) has given a local government officer of that local governmental entity, or a family member of the officer, one or more gifts with the aggregate value specified by Section 176.003(a)(2)(B), excluding any gift described by Section 176.003(a-1); or (3) has a family relationship with a local government officer of that local governmental entity. (a-1) The completed conflict of interest questionnaire must be filed with the appropriate records administrator not later than the seventh business day after the later of: (1) the date that the vendor: (A) begins discussions or negotiations to enter into a contract with the local governmental entity; or (B) submits to the local governmental entity an application, response to a request for proposals or bids, correspondence, or another writing related to a potential contract with the local governmental entity; or (2) the date the vendor becomes aware: (A) of an employment or other business relationship with a local government officer, or a family member of the officer, described by Subsection (a); (B) that the vendor has given one or more gifts described by Subsection (a); or (C) of a family relationship with a local government officer. City of Denton Ethics Code Ordinance Number 18-757 Definitions: Relative: a family member related to a City Official within the third 3rd degree of affinity (marriage) or consanguinity (blood or adoption) City Official: for purpose of this article, the term consists of the Council Members, Department Heads, or member of the Board of Ethics, Planning and zoning Commission Members, Board of Adjustment, Historic Landmark Commission, or Public Utilities Board Vendor: a person who provides or seeks to provide goods, services, and/or real property to the City in exchange for compensation. This definition does not include those property owners from whom the City acquires public right-of-way or other real property interests for public use. Per the City of Denton Ethics Code, Section 2-273. – Prohibitions (3) It shall be a violation of this Article for a Vendor to offer or give a Gift to City Official exceeding fifty dollars ($50.00) per gift, or multiple gifts cumulatively valued at more than two hundred dollars ($200.00) per a single fiscal year. Per the City of Denton Ethics Code, Section 2-282. – Disposition (b), (5) Ineligibility If the Board of Ethics finds that a Vendor has violated this Article, the Board may recommend to the City Manager that the Vendor be deemed ineligible to enter into a City contract or other arrangement for goods, services, or real property, for a period of one (1) year. Form provided by Texas Ethics Commission www.ethics.state.tx.us Revised 11/30/2015 DocuSign Envelope ID: A3520113-D315-43FE-9D2F-CF5BD2385956 Certificate Of Completion Envelope Id: A3520113D31543FE9D2FCF5BD2385956 Status: Completed Subject: 7642 Fire Records Management Source Envelope: Document Pages: 19 Signatures: 6 Envelope Originator: Certificate Pages: 6 Initials: 1 Ginny Brummett AutoNav: Enabled EnvelopeId Stamping: Enabled Time Zone: (UTC-06:00) Central Time (US & Canada) 901B Texas Street Denton, TX 76209 Ginny.Brummett@cityofdenton.com IP Address: 198.49.140.104 Record Tracking Status: Original 8/3/2021 1:56:17 PM Holder: Ginny Brummett Ginny.Brummett@cityofdenton.com Location: DocuSign Signer Events Signature Timestamp Ginny Brummett ginny.brummett@cityofdenton.com Buyer City of Denton Security Level: Email, Account Authentication (None) Completed Using IP Address: 198.49.140.104 Sent: 8/3/2021 2:40:25 PM Viewed: 8/3/2021 2:40:35 PM Signed: 8/3/2021 2:41:42 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: 198.49.140.104 Sent: 8/3/2021 2:41:45 PM Viewed: 8/4/2021 10:43:55 AM Signed: 8/4/2021 10:48:00 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Marcella Lunn marcella.lunn@cityofdenton.com Catherine Clifton, Interim City Attorney City of Denton Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Sent: 8/4/2021 10:48:02 AM Viewed: 8/4/2021 11:55:37 AM Signed: 8/4/2021 11:58:34 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Courtney Johnson Cortney.Johnson@eso.com CFO Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 24.55.57.151 Sent: 8/4/2021 11:58:37 AM Resent: 8/13/2021 4:44:34 PM Resent: 8/16/2021 2:41:08 PM Viewed: 8/17/2021 8:14:08 PM Signed: 8/18/2021 4:32:19 PM Electronic Record and Signature Disclosure: Accepted: 8/17/2021 8:14:08 PM ID: 1781b48e-f3ba-4890-b194-f5193f1172ad Signer Events Signature Timestamp Kenneth Hedges Kenneth.Hedges@cityofdenton.com Fire Chief Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Sent: 8/18/2021 4:32:22 PM Viewed: 8/20/2021 2:11:02 PM Signed: 8/20/2021 2:11:44 PM Electronic Record and Signature Disclosure: Accepted: 8/20/2021 2:11:02 PM ID: 27cec36c-26bb-4cc1-960e-217d7204f217 Cheyenne Defee cheyenne.defee@cityofdenton.com Contract Administrator City of Denton Security Level: Email, Account Authentication (None) Completed Using IP Address: 198.49.140.104 Sent: 8/20/2021 2:11:48 PM Viewed: 9/15/2021 8:10:44 AM Signed: 9/15/2021 8:11:07 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Sara Hensley sara.hensley@cityofdenton.com Interim City Manager City of Denton Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Sent: 9/15/2021 8:11:11 AM Viewed: 9/15/2021 8:54:31 AM Signed: 9/15/2021 8:54:37 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Rosa Rios rosa.rios@cityofdenton.com City Secretary Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Sent: 9/15/2021 8:54:41 AM Viewed: 9/15/2021 1:32:15 PM Signed: 9/15/2021 1:33:30 PM Electronic Record and Signature Disclosure: Accepted: 9/15/2021 1:32:15 PM ID: c61b3a2f-63f6-4d06-a5bd-de7211a606c2 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 Contract Administrator City of Denton Security Level: Email, Account Authentication (None) Sent: 8/3/2021 2:41:45 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Carbon Copy Events Status Timestamp Gretna Jones gretna.jones@cityofdenton.com Legal Secretary City of Denton Security Level: Email, Account Authentication (None) Sent: 8/20/2021 2:11:49 PM Viewed: 8/23/2021 8:27:53 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign City Secretary Office citysecretary@cityofdenton.com Security Level: Email, Account Authentication (None) Sent: 9/15/2021 1:33:35 PM Viewed: 9/15/2021 2:01:28 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Lindsey Garrison Lindsey.Garrison@cityofdenton.com Security Level: Email, Account Authentication (None) Sent: 9/15/2021 1:33:36 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Russ Steele russ.steele@eso.com Security Level: Email, Account Authentication (None) Sent: 9/15/2021 1:33:37 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Cheyenne Defee cheyenne.defee@cityofdenton.com Contract Administrator City of Denton Security Level: Email, Account Authentication (None) Sent: 9/15/2021 1:33:39 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 8/3/2021 2:40:25 PM Certified Delivered Security Checked 9/15/2021 1:32:15 PM Signing Complete Security Checked 9/15/2021 1:33:30 PM Completed Security Checked 9/15/2021 1:33:39 PM Payment Events Status Timestamps Electronic Record and Signature Disclosure ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, City of Denton (we, us or Company) may be required by law to provide to you certain written notices or disclosures. Described below are the terms and conditions for providing to you such notices and disclosures electronically through your DocuSign, Inc. (DocuSign) Express user account. Please read the information below carefully and thoroughly, and if you can access this information electronically to your satisfaction and agree to these terms and conditions, please confirm your agreement by clicking the 'I agree' button at the bottom of this document. Getting paper copies At any time, you may request from us a paper copy of any record provided or made available electronically to you by us. For such copies, as long as you are an authorized user of the DocuSign system you will have the ability to download and print any documents we send to you through your DocuSign user account for a limited period of time (usually 30 days) after such documents are first sent to you. 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All notices and disclosures will be sent to you electronically Unless you tell us otherwise in accordance with the procedures described herein, we will provide electronically to you through your DocuSign user account all required notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you during the course of our relationship with you. To reduce the chance of you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required notices and disclosures to you by the same method and to the same address that you have given us. Thus, you can receive all the disclosures and notices electronically or in paper format through the paper mail delivery system. If you do not agree with this process, please let us know as described below. 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Electronic Record and Signature Disclosure created on: 7/21/2017 3:59:03 PM Parties agreed to: Courtney Johnson, Kenneth Hedges, Rosa Rios 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.. 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