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26-1505
ORDINANCE NO. 26-1505 AN ORDINANCE OF THE CITY OF DENTON, A TEXAS HOME -RULE CORPORATION, PROVIDING FOR, AUTHORIZING, AND APPROVING THE PURCHASE OF PROPERTY AND BOILER AND MACHINERY INSURANCE COVERAGE FOR THE CITY OF DENTON, THROUGH THE CITY'S SOLE BROKER OF RECORD LOCKTON COMPANIES, LLC; PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE (FILE 9096 — AWARDED TO AFFILIATED FM INSURANCE COMPANY, IN THE ONE (1) YEAR NOT -TO -EXCEED AMOUNT OF $1,356,112.00). WHEREAS, Section 252.024 of the Local Government Code provides that a municipality may select a licensed insurance broker as the sole broker of record to obtain proposals and coverages; and WHEREAS, the City Council wishes to procure one or more of the items mentioned in the above paragraph, and WHEREAS, the City's insurance broker of record has obtained proposals and City Council wishes to procure Property and Boiler and Machinery Insurance coverage for a one (1) year period; and WHEREAS, this procurement was undertaken as part of the City's governmental function; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The following purchases of materials, equipment, supplies, or services, as described in the "File" listed herein and on file in the office of the Purchasing Agent, and the license terms attached, are hereby approved: FILE NUMBER VENDOR AMOUNT 9096 Affiliated FM Insurance Company $1,356,112.00 SECTION 2. The City Council of the City of Denton, hereby expressly delegates the authority to take any actions that may be required or permitted to be performed by the City of Denton under this ordinance to the City Manager of the City of Denton, or their designee. SECTION 3. This ordinance shall become effective immediately upon its passage and approval. The motion to approve this ordinance was made by George Ferrie and seconded by Suzi Rumohr . The ordinance was passed and approved by the following vote [ - 01: Aye Mayor Chris Watts: Jordan Villarreal, District 1: Nick Stevens, District 2: Suzi Rumohr, District 3: Joe Holland, District 4: George Ferrie, At Large Place 5: Jill Jester, At Large Place 6: PASSED AND APPROVED this the 22nd KRISTI GILBERT, CITY SECRETARY 41,44- "__ L � APPROVED AS TO LEGAL FORM: MACK REINWAND, CITY ATTORNEY BY:.L-9�G Dual Nay Abstain Absent day of S ptember , 2026. eA,WA-""' CHRIS WATTS, MAY =w 5ƚĭǒƭźŭƓ /źƷǤ /ƚǒƓĭźƌ ƩğƓƭƒźƷƷğƌ /ƚǝĻƩƭŷĻĻƷ CźƌĻ bğƒĻ tǒƩĭŷğƭźƓŭ /ƚƓƷğĭƷ /źƷǤ /ƚǒƓĭźƌ ğƩŭĻƷ 5ğƷĻ tźŭŭǤ .ğĭƉ hƦƷźƚƓ /ƚƓƷƩğĭƷ 9ǣƦźƩğƷźƚƓ hƩķźƓğƓĭĻ CONTRACT BY AND BETWEEN CITY OF DENTON, TEXAS AND LEADSONLINE, LLC (Contract #9092 ) THIS CONTRACT is made and entered into this date _______________________, by and between LeadsOnline, LLC a Deleware Limited Liability Company, whose address 6900 Dallas Parkway Suite 825 Plano, TX 75024, hereinafter referred to as Contractor, and the CITY OF DENTON, TEXAS, a home rule municipal corporation, hereinafter referred to as City, to be effective upon approval of the Denton City Council and subsequent execution of this Contract by the Denton City Manager or their duly authorized designee. For and in consideration of the covenants and agreements contained herein, and for the mutual benefits to be obtained hereby, the parties agree as follows: SCOPE OF SERVICES Contractor shall provide services in accordance with the Citys File# 9062 LeadsOnline Investigation System , a copy of which is on file at the office of Purchasing Agent and incorporated herein for all purposes. The Contract consists of this written agreement and the following items which are attached hereto, or on file, and incorporated herein by reference: (a) Special Terms and Conditions (Exhibit A); (b) Certificate of Interested Parties Electronic Filing (Exhibit B); (c) Insurance Requirements C (d) Leads Online Order Summary (Contractors Offer) (Exhibit D); (e) Subscription Agreements (Exhibit E); (f) Form CIQ Conflict of Interest Questionnaire (Exhibit F) These documents make up the Contract documents and what is called for by one shall be as binding as if called for by all. In the event of an inconsistency or conflict in any of the provisions of the Contract documents, the inconsistency or conflict shall be resolved by giving precedence first to the written agreement then to the contract documents in the order in which they are listed above. These documents shall be referred to collectively as Contract Documents. Prohibition on Contracts with Companies Boycotting Israel Contractor acknowledges that in accordance with Chapter 2271 of the Texas Government Code, City is prohibited from entering into a contract with a company for goods or services unless the contract contains a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. The terms boycott Israel and company shall have the meanings ascribed to those terms in Section 808.001 of the Texas Government Code. By signing this Contract, Contractor certifies that Contractors signature provides written verification to the City that Contractor: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the Contract. Failure to meet or maintain the requirements under this provision will be considered a material breach. Prohibition on Contracts with Companies Boycotting Certain Energy Companies Contractor acknowledges that in accordance with Chapter 2276 of the Texas Government Code, City is prohibited from entering into a contract with a company for goods or services unless the contract contains written verification from the company that it (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of the contract. The terms boycott energy company and company Contract 9062 shall have the meanings ascribed to those terms in Section 809.001 of the Texas Government Code. By signing this agreement, Contractor certifies that Contractors signature provides written verification to the City that Contractor: (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of the Contract. Failure to meet or maintain the requirements under this provision will be considered a material breach. Prohibition on Contracts with Companies Boycotting Certain Firearm Entities and Firearm Trade Associations Contractor acknowledges that in accordance with Chapter 2274 of the Texas Government Code, City is prohibited from entering into a contract with a company for goods or services unless the contract contains written verification from the company that it (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate during the term of the contract against a firearm entity or firearm trade association. The terms discriminate against a firearm entity or firearm trade association, firearm entity and firearm trade association shall have the meanings ascribed to those terms in Chapter 2274 of the Texas Government Code. By signing this Contract, Contractor certifies that Contractors signature provides written verification to the City that Contractor: (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate during the term of this Contract against a firearm entity or firearm trade association. Failure to meet or maintain the requirements under this provision will be considered a material breach. Prohibition On Contracts with Companies Doing Business with Iran, Sudan, or a Foreign Terrorist Organization Section 2252 of the Texas Government Code restricts City from contracting with companies that do business with Iran, Sudan, or a foreign terrorist organization. By signing this Contract, Contractor certifies that Contractors signature provides written verification to the City that Contractor, pursuant to Chapter 2252, is not ineligible to enter into this Contract and will not become ineligible to receive payments under this Contract by doing business with Iran, Sudan, or a foreign terrorist organization. Failure to meet or maintain the requirements under this provision will be considered a material breach. Termination Right for Contracts with Companies Doing Business with Certain Foreign-Owned Companies The City of Denton may terminate this Contract immediately without any further liability if the City of Denton determines, in its sole judgment, that this Contract meets the requirements under Chapter 2275, and Contractor is, or will be in the future, (i) owned by or the majority of stock or other ownership interest of the company is held or controlled by individuals who are citizens of China, Iran, North Korea, Russia, or other designated country (ii) directly controlled by the Government of China, Iran, North Korea, Russia, or other designated country, or (iii) is headquartered in China, Iran, North Korea, Russia, or other designated country. The parties agree to transact business electronically. Any statutory requirements that certain terms be in writing will be satisfied using electronic documents and signing. Electronic signing of this document will be deemed an original for all legal purposes. IN WITNESS WHEREOF, the parties of these presents have executed this Contract in the year and day first above written. Contract 9062 BY: CONTRACTOR LeadsOnline, LLC _______ Authorized Signature Printed Name: ________________________ Title: ________________________________ Email Adress: _________________________ TEXAS ETHICS COMMISSION CERTIFICATE NUMBER BY: CITY OF DENTON, TEXAS Cassey Ogden, Interim City Manager ATTEST: BY: _______________________________ APPROVED AS TO LEGAL FORM: MACK REINWAND, CITY ATTORNEY BY: ______________________________ THIS AGREEMENT HAS BEEN BOTH REVIEWED AND APPROVED as to financial and operational obligations and business terms. ___________________________ SIGNATURE ___________________________ TITLE ___________________________ DEPARTMENT Contract 9062 Exhibit A Special Terms and Conditions 1. Total Contract Amount The contract total for services shall not exceed $118,956.47 Pricing shall be per Exhibit D attached. 2. Contract Terms The contract term will be three (3) years, effective from date of award or notice to proceed as determined by the City of Denton Purchasing Department. 3. Non-Appropriation Clause The Contractor acknowledges and agrees that the awarding or continuation of this Contract is dependent upon the availability of funding. The Citys payment obligations are payable only and solely from funds appropriated and available for this Contract. The absence of appropriated or other lawfully available funds shall render the Contract null and void to the extent funds are not appropriated or available and any deliverables delivered but unpaid shall be returned to the Contractor. The City will not incur a debt or obligation to pay Contractor any amounts the City does not have the current funds available to pay. The City shall provide the Contractor written notice of the failure of the City to make an adequate appropriation for any fiscal year to pay the amounts due under the Contract, or the reduction of any appropriation to an amount insufficient to permit the City to pay its obligations under the Contract. In the event of none or inadequate appropriation of funds, there will be no penalty or liability to the City, nor removal fees, cancellation fees, or the like charged to the City. Contract 9062 Exhibit B Certificate of Interested Parties Electronic Filing In 2015, the Texas Legislature adopted House Bill 1295, which added section 2252.908 of the Government Code. The law states that the City may not enter into this contract unless the Contractor submits a disclosure of interested parties (Form 1295) to the City at the time the Contractor submits the signed contract. The Texas Ethics Commission has adopted rules requiring the business entity to file Form 1295 electronically with the Commission. Contractor will be required to furnish a Certificate of Interest Parties before the Contract is awarded, in accordance with Government Code 2252.908. The Contractor shall: 1. Log onto the State Ethics Commission Website at :https://www.ethics.state.tx.us/filinginfo/1295/ 2. Register utilizing the tutorial provided by the State 3. Print a copy of the completed Form 1295 4. Enter the Certificate Number on page 2 of this contract. 5. Complete and sign the Form 1295 6. Email the form to purchasing@cityofdenton.com with the contract number in the subject line. (EX: Contract 1234 Form 1295) The City must acknowledge the receipt of the filed Form 1295 not later than the 30th day after Council award. Once a Form 1295 is acknowledged, it will be posted to the Texas Ethics Commissions website within seven business days. Contract 9062 INSURANCE REQUIREMENTS Respondent’s attention is directed to the insurance requirements below. It is highly recommended that respondents confer with their respective insurance carriers or brokers to determine in advance of Proposal/Bid submission the availability of insurance certificates and endorsements as prescribed and provided herein. If an apparent low respondent fails to comply strictly with the insurance requirements, that respondent may be disqualified from award of the contract. Upon contract award, all insurance requirements shall become contractual obligations, which the successful contractor shall have a duty to maintain throughout the course of this contract. STANDARD PROVISIONS: Without limiting any of the other obligations or liabilities of the Contractor, the Contractor shall provide and maintain until the contracted work has been completed and acceptedby the City of Denton, Owner, the minimum insurance coverage as indicated hereinafter. As soon as practicable after notification of contract award, Contractor shall file with the Purchasing Department satisfactory certificates of insurance including any applicable addendum or endorsements, containing the contract number and title of the project. Contractor may, upon written request to the Purchasing Department, ask for clarification of any insurancerequirements at any time; however, Contractorsare strongly advised to make such requests prior to proposal/bid opening, since the insurance requirements may not be modified or waived after proposal/bid opening unless a written exception has been submitted with the proposal/bid. Contractor shall not commence any work or deliver any material until he or she receives notification that the contract has been accepted, approved, and signed by the City of Denton. All insurance policiesproposedor obtained in satisfactionof these requirements shall comply with the following general specifications, and shall be maintained in compliance with these general specifications throughout the duration of the Contract, or longer, if so noted: Each policy shall be issued by a company authorized to do business in the State of Texas with an A.M. Best Company rating of at least A- or better. Any deductibles or self-insured retentions shall be declared in the proposal. If requested by the City, the insurer shall reduce or eliminate such deductibles or self-insured retentions with respect to the City, its officials, agents, employees and volunteers; or, the contractor shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses. LeadsOnline Investigation System – 9092 Liability policies shall be endorsed to provide the following: o Include as Additional Insured the City of Denton, its Officials, Agents, Employees and volunteers. o That such insurance is primary to any other insurance available to the Additional Insured with respect to claims covered under the policy and that this insurance applies separately to each insured against whom claim is made or suit is brought. The inclusion of more than one insured shall not operate to increase the insurer's limit of liability. o Provide a Waiver of Subrogation in favor of the City of Denton, its officials, agents, employees, and volunteers. Cancellation: City requires 30 day written notice should any of the policies described on the certificate be cancelled or materially changed before the expiration date. Should any of the required insurance be provided under a claims made form, Contractor shall maintain such coverage continuously throughout the term of this contract and, without lapse, for a period of three years beyond the contract expiration, such that occurrences arising during the contract term which give rise to claims made after expiration of the contract shall be covered. Should anyof the required insurance be provided under a form of coverage that includes a general annual aggregate limit providing for claims investigation or legal defense costs to be included in the general annual aggregate limit, the Contractor shall either double the occurrence limits or obtain Owners and Contractors Protective Liability Insurance. Should any required insurance lapse during the contract term, requests for payments originating after such lapse shall not be processed until theCity receives satisfactory evidence of reinstated coverage as requiredby this contract, effective as of the lapse date. If insurance is not reinstated, City may, at its sole option, terminate this agreement effective on the date of the lapse. SPECIFIC ADDITIONAL INSURANCE REQUIREMENTS: All insurance policies proposed or obtained in satisfaction of this Contract shall additionally comply with the following specifications, and shallbe maintained in compliance with these additional specifications throughout the duration of the Contract, or longer, if so noted: A.COMMERCIAL GENERAL LIABILITY INSURANCE Commercial General Liability Insurance including, but not limited to, Premises/Operations, Personal & Advertising Injury (or a comparable LeadsOnline Investigation System – 9092 equivalent), Products/Completed Operations, Independent Contractors, and Contractual Liability with minimum combined bodily injury (including death) and property damage limits of $1,000,000.00 per occurrence and $2,000,000.00 general aggregate. B.CYBER/TECHNOLOGY NETWORK LIABILITY AND RISK INSURANCE Cyber/Technology Network Liability and Risk Insurance, inclusive of Information Security and Privacy(first and third party coverage) to provide coverage for any damage caused by a network risk, cyber act or breaches of data and privacy right, the rendering of, or the failure to properly perform professional services for, but not limited to, computer programming, management information systems, negligent system design, disclosure of confidential information, and copyright infringement with minimum limits with minimum limits of $1,000,000.00 per claim. NOTE:Professional Liability Insurance and Cyber/Technology Network Liability and Network Risk Insurance may be combined on one policy with a $2,000,000.00 limit. SUBCONTRACTING LIABILITY (1)Without limiting any of the other obligations or liabilities of the CONTRACTOR, the CONTRACTOR shall require each Subcontractor performing work under the contract, at the Subcontractor's own expense, to maintain during the engagement with the CITY, types and limits of insurance that are appropriate for the services/work being performed, comply with all applicable laws and are consistent with industry standards. The Subcontractor’s liability insurance shall name CONTRACTOR as an additional insured. (2)CONTRACTOR shall obtain and monitor the certificates of insurance from each Subcontractor. CONTRACTOR must retain the certificates of insurance for the duration of the contract and shall have the responsibility of enforcing insurance requirements among its subcontractors. The CITY shall be entitled, upon request and without expense, to receive copies of these certificates. LeadsOnline Investigation System – 9092 L EADS O NLINE O RDER S UMMARY N O.S-20837 A GENCY ID:1441 | O RDER T OTAL:$118,956.47 C USTOMER:U NIT: C ITY OF D ENTON,T EXAS P OLICE D EPARTMENT Y EAR O NE (Due Now) D UE D ATE S COPE OF S ERVICES R ATE Q TY S UBTOTAL D ISC.%A MOUNT 10/01/2026NightHawk User License$2,825.006 $16,950.007%$15,763.50 10/01/2026LeadSuite Investigations System$22,722.521 $22,722.520%$22,722.52 Total:$38,486.02 Y EAR T WO D UE D ATE S COPE OF S ERVICES R ATE Q TY S UBTOTAL D ISC.%A MOUNT 10/01/2027NightHawk User License$2,909.756 $17,458.507%$16,236.42 10/01/2027LeadSuite Investigations System$23,404.201 $23,404.200%$23,404.20 Total:$39,640.62 Y EAR T HREE D UE D ATE S COPE OF S ERVICES R ATE Q TY S UBTOTAL D ISC.%A MOUNT 10/01/2028NightHawk User License$2,997.046 $17,982.247%$16,723.50 10/01/2028LeadSuite Investigations System$24,106.331 $24,106.330%$24,106.33 Total:$40,829.83 P AYMENT T ERMS &T AXES Unless otherwise specified on the Order Form(s), Customer must pay all fees within 30 days of each anniversary during the Initial Term and any subsequent Renewal Term. FEES ARE EXCLUSIVE OF SALES, USE, WITHHOLDING, VAT, TPT, AND OTHER SIMILAR TAXES. CUSTOMER SHALL PROVIDE A TAX EXEMPTION CERTIFICATE, IF APPLICABLE. B UNDLE D ISCOUNTS Bundle discounts are contingent on Customer’s annual renewal of each Service qualifying Customer for each discount. Should the associated Agreement and/or this, or any other associated Order Form, terminate for any reason, all discounts granted will be immediately revoked. Discounts Applied: Two-Product Discount © 2000-2026 LEADS ONLINE, LLC. ALL RIGHTS RESERVED. ORDER SUMMARY. (v.2025.02) PAGE 1 EXHIBIT E-1 S UBSCRIPTION S ERVICES A GREEMENT This Subscription Services Agreement (Agreement) is between LeadsOnline, LLC, a Delaware limited liability company (LeadsOnline), City of Denton, Texas (Customer), and is effective as of the date of the last signature below. This Agreement contemplates one or more Order Forms for Services, which are governed by the terms of this Agreement. 1.S ERVICE a.This Agreement and the applicable Order Form provide Customer access to and usage of solution services involving hardware devices provided by LeadsOnline with accompanying software needed to operate such hardware and/or an Internet-based software service, including, without limitation, its features, functions, and user interface, and underlying software, which may be limited to a set number of Eligible Users, as defined and specified on an Order Form (Service). 2.U SE OF S ERVICE a.Customer Owned Data.All data, information, images, and files uploaded or otherwise entered by Customer into the Service remains the property of Customer, as between LeadsOnline and Customer (Customer Property), unless otherwise specified in the applicable Order Form regarding licensing terms for the Service offered under said Order Form. b.Responsibilities for Customer Property. Customer represents and warrants to LeadsOnline that Customer has provided all required notices and has obtained all required licenses, permissions, and consents regarding Customer Property for use withinthe Service under this Agreement. Customer grants LeadsOnline the right to use the Customer Property solely for Purposes of performing under this Agreement (which includes, without limitation, the right for LeadsOnline to enhance its technology and offerings). LeadsOnline will purge any or all Customer Property upon Customer’s written request. Customer may export its Customer Property as allowed by functionality within the Service. c.General Responsibilities. Customer must (i) ensure that access to Service and information produced by or derived from it is limited to the Purpose defined in the Order Form, (ii) maintain any data accessed, received or otherwise derived from Service according to all applicable statutes, laws and regulations for use and disclosure of non-public personal information, (iii) connect to Service only using devices and browsers with proper encryption, (iv) promptly notify LeadsOnline (within the Service or by email to support@leadsonline.com) when an Eligible User is no longer employed by Customer or is no longer authorized to access Service, (v)ensure that each Eligible User is acting within the bounds of their authority from Customer and within their legal rightsto search, possess, enter, analyze and use, all information and data submitted to and received from the Service, (vi) refrain from any use, misuse or actions related to Service or Data that infringe, misappropriate, or otherwise violate any right of anyone, or thatviolate any applicable law, and ensure that any instructions or directives Customer gives to or regarding anyone do not conflict with applicable laws, (vii) use any hardware provided by LeadsOnline solely for the Purpose defined in the Order Form and in accordance with all applicable instructions, policies, and documentation provided by LeadsOnline, (viii) ensure that the hardware is used only by Eligible Users authorized under this Agreement and is not transferred, loaned, or sublicensed to any unauthorized person or entity, (ix) keep all hardware provided as part of the Service in good working condition, refrain from any unauthorized repairs, modifications, or tampering, and promptly notify LeadsOnline of any malfunction, damage, or loss, and (x) verify the accuracy, timeliness, context and relevance of information or communication from Service or personnel prior to taking action. Customer acknowledges that LeadsOnline does not enforce laws, does not provide legal advice, and does not claim to have authority or expertisein legal or law enforcement matters. d.Governmental Agency Public Records Clause. If Customer is a government agency and is required by law to permit the inspection and copying of public records, Customer acknowledges the Service contains information protected by exemptions to public disclosure laws in many states, and if Customer searches the Service in response to a request for Public Records, Customer is acting on its own accord. LeadsOnline does not grant Customer access to the Service for the Purpose of searching for or creating records to respond to a public records request when Customer did not have the record in its possession at the time of the request. © 2000-2026 LEADS ONLINE, LLC. ALL RIGHTS RESERVED. LEA/NIGHTHAWK(v.2025.02)PAGE 1 e.Customer Responsibilities.Customer: (i) must keep its passwords secure and confidential and use industry-standard password management practices, and ensure that any credentials related to the hardware under the Service are protected from unauthorized access; (ii) is responsible for its access control policies and administration of access rights to its account within the Service, the acts and omissions of its users, and the legality and accuracy of any data submitted to the Service, may not share any access credentials and must alsoprevent unauthorized access, tampering, or misuse of any hardware provided under the Service; (iii) must use commercially reasonable efforts to prevent unauthorized access to its account, and notify LeadsOnline promptly of any such unauthorized access; (iv) may use the Service and any associated hardware only in accordance with the Service's technical documentation (including without limitation, video tutorials) and applicable law; and (v) must follow all provided guidelinesfor hardware setup, maintenance, and operation to ensure compliance and functionality under the Service. f.LeadsOnline Support. Unless otherwise specified in the applicable Order Form, LeadsOnline must provide Customer support for the Service under the terms of LeadsOnline's Customer Support Policy (Support), which is located at leadsonline.com/customer- support. 3.W ARRANTY D ISCLAIMER a.EXCEPT WHERE EXPLICITLY STATED IN WRITING, THE SERVICE IS PROVIDED ‘AS IS' WITHOUT WARRANTY. LEADSONLINE DISCLAIMS ALL WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, AND FITNESS FOR A PARTICULAR PURPOSE. WHILE LEADSONLINE TAKES REASONABLE PHYSICAL, TECHNICAL, AND ADMINISTRATIVE MEASURES TO SECURE THE SERVICE, CUSTOMER UNDERSTANDS THAT THE SERVICE MAY NOT BE ERROR FREE, AND USE MAY BE INTERRUPTED. b.While Customer acknowledges that the Service may not be error-free and may not fully meet Customer’s expectations, LeadsOnline does warrant that the Service is free from defects that will substantially affect performance, and that it has used commercially available tools designed to discern that no viruses or other security defects are present. LeadsOnline further warrants that the Service will function substantially in accordance with the Order Form. LeadsOnline will not intentionally introduce any virus, Trojan horse, spyware, malware, or other malicious code designed to erase, damage, or unlawfully interfere with Customer’s equipment, data, or other programs. Notwithstanding the foregoing, Customer acknowledges and agrees that the Service may contain functionality that allows LeadsOnline to remotely disable or limit the hardware's operation in accordance with this Agreement, including but not limited to instances of non-payment or material breach by Customer. c.LeadsOnline cannot control the decisions and actions of Customer. LeadsOnline expressly disclaims and does not undertake or assume any duty, obligation or responsibility for any decisions, actions, reactions, responses, inaction by Customer or any other party as a result of or reliance on, in whole or in part, any use of the Service or information derived from it, or for any consequences or outcomes including death, injury, loss or damage to any property arising from or caused by any such actions decisions,reactions, responses, or inaction. 4.P AYMENT a.Fees and Payment. Customer must pay all fees as specified on the Order Form, but if not specified, then within 30 days of receipt of an invoice. The fees are exclusive of sales, use, withholding, VAT, TPT, and other similar taxes. b.Nonpayment. LeadsOnline will provide electronic notice (within the Service) and notice to the email registered with LeadsOnline (Customer is responsible for maintaining an updated email address with LeadsOnline) of the non-payment of an open invoice. If the payment isnot made within 7 days of the first notice, then LeadsOnline may suspend Service and Support until the amount is paid in full or terminate the Service upon 30 days’ notice under Section 9(c). 5.M UTUAL C ONFIDENTIALITY a.Definition of Confidential Information.Confidential Information means all non-public information disclosed by a party (Discloser) to the other party (Recipient), whether orally, visually, or in writing, that is designated as confidential given the nature of the information and the circumstances of disclosure (Confidential Information). LeadsOnline's Confidential Information includes, without limitation, the Service. Customer's Confidential Information includes, without limitation, the Customer Property. © 2000-2026 LEADS ONLINE, LLC. ALL RIGHTS RESERVED. LEA/NIGHTHAWK(v.2025.02)PAGE 2 b.Protection of Confidential Information. Recipient must use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but not less than reasonable care) to: (i) not use any Confidential Information of Discloser for any Purpose outside the scope of this Agreement; and (ii) limit access to Confidential Information of Discloser to those of its and its Affiliates’ employees and contractors who need that access for Purposes consistent with this Agreement, and who have a legal obligation under law or policy regarding confidentiality or have signed confidentiality Agreements with Recipient containing protections not materially less protective of the Confidential Information than those in this Agreement. c.Exclusions.Confidential Information excludes information that: (i) is or becomes generally known to the public without breach of any obligation owed to Discloser; (ii) was known to the Recipient before its disclosure by the Discloser without breach of any obligation owed to the Discloser; (iii) is received from a third party without breach of any obligation owed to Discloser; or (iv) is independently developed by the Recipient without use of or access to the Confidential Information. The Recipient may disclose Confidential Information to the extent required by law or court order but will provide Discloser with advance notice to seek a protective order unless otherwise directed by the court. Leads on Line acknowledges that the City of Denton must strictly comply with the Public Information Act, Chapter552, Texas Government Code in responding to any request for public information related to this Agreement. This obligation supersedes any conflicting provisions of this Agreement. Any portions of such material claimed by Leads on Line to be proprietary must be clearly marked as such. Determination of the public nature of the material is subject to the Texas Public Information Act, chapter 552, and Texas Government Code. 6.I NFORMATION S ECURITY a.Data Security Measures. To protect Customer Property from unauthorized disclosure, alteration, or misuse, LeadsOnline shall: i.Agree to the terms of the Federal Bureau of Investigation Criminal Justice Information Services (FBI CJIS) Security Addendum. ii.Ensure that LeadsOnline personnel with unescorted access to unencrypted Customer Property and/or physically secure locations have: •Completed CJIS Security Awareness Training and have passed the Level Four CJIS Security Test designed for Information technology personnel (system administrators, security administrators, network administrator). •Submitted to and successfully passed state of residency and national fingerprint-based record checks. iii.Apply appropriate controls according to the AICPA Trust Services Criteria for Security so as to maintain a secure environment for all Customer Property. iv.Maintain proper encryption of data in transit using 256-Bit Transport Layer Security (TLS) and at rest using FIPS 140-2 standards. v.Maintain advanced firewall and intrusion protection, database partitioning, patch management, account management, identification and authentication, configuration management and third-party application and network penetration tests. vi.Log events relative to access and use of the Services; maintain and protect logs from disclosure, alteration, or misuse. vii.Respond to security incidents; In the event of a data breach (as defined by applicable law), of Customer Property, LeadsOnline will act to eliminate the breach, preserve forensic evidence, and notify Customer without undue delay. LeadsOnline shall have no obligation to notify consumers or regulatory authorities of a breach of Customer data that was not the result of a data security incident experienced by LeadsOnline. viii.Purge any Customer Property upon Customer’s written request. 7.I NSURANCE a.Insurance Policies. LeadsOnline shall maintain insurance policies for property, general liability, auto, workers compensation, errors and omissions/cyber liability insurance. b.Additional Insured. For the purposes of this Agreement, Customer, its officers, officials, employees, and volunteers shall be deemed additional insureds on the general liability policy with respect to liability arising out of work or operations performed by or on behalf of LeadsOnline. Additional insured coverage shall be evidenced in the form of Blanket Certificate of Endorsement upon Customer’s request. © 2000-2026 LEADS ONLINE, LLC. ALL RIGHTS RESERVED. LEA/NIGHTHAWK(v.2025.02)PAGE 3 8.P ROPERTY a.Reservation of Rights. LeadsOnline and its licensors are the sole owners of the Service, including all associated intellectual property rights, and they remain only with LeadsOnline. Title to any hardware provided under this Agreement passes to Customer upon full payment as specified in the Order Form; however, LeadsOnline retains all intellectual property rights related to any software, firmware, or proprietary technology embedded in or used to operate the hardware. Customer may not remove or modify any proprietary marking or restrictive legends in the Service. LeadsOnline reserves all rights that are not expressly granted in this Agreement. b.Restrictions. Customer may not: (i) share, provide, sell, resell, rent, or lease the Service or use it in a service-provider capacity or allow access to the Service, its output, or any associated hardware, software, firmware, or proprietary technology by a thirdparty, except as expressly permitted in this Agreement; (ii) use the Service or any hardware provided as part of the Service, to store or transmit unsolicited marketing emails, libelous, or otherwise objectionable, unlawful, or tortious material, or to store or transmit infringing material in violation of third party rights; (iii) interfere with or disrupt the integrity or performance of the Service, including but not limited to tampering with, modifying, or attempting to bypass any security, tracking, or management features within any software or hardware provided as part of the Service; (iv) attempt to gain unauthorized access to the Service or its related systems or networks or use any automated means to monitor, access or copy any data from the Service; (v) reverse engineer, decompile, disassemble, or otherwise attempt to discover the underlying technology, software, or firmware of the Service or hardware, ormodify, alter, or remove any proprietary markings or security features; (vi) resell, transfer, or dispose of the hardware in a manner inconsistent with this Agreement, including attempting to sublicense or lease it to a third party without LeadsOnline’s prior written consent; the Service; or (vii) access the Service to build a competitive service or product, or copy any feature, function, or graphic. LeadsOnline may suspend Service to Customer if LeadsOnline believes in good faith that Customer’s use of the Service poses threat to the security, availability, or legality of the Service; in such event, LeadsOnline will work with Customer to address the issue and restore Service as quickly as possible. c.Audit Information. LeadsOnline logs events related to user registration, contacts, access, and use of the Services for legal, audit, security, and support Purposes (Audit Information). Audit Information is not Customer Property. 9.T ERM &T ERMINATION th a.Term.This Agreement continues until the 30day after all Order Forms have expired or earlier terminated as provided below. b.Term of Order Forms.The term of each Order Form is specified in the Order Form. c.Mutual Termination for Material Breach.If either party is in material breach of this Agreement, the other party may terminate this Agreement at the end of a written 30-day (30) notice/cure period if the breach has not been cured. d.Termination by Mutual Consent. This Agreement and/or any Order Form may be terminated by the mutual consent of both parties, such termination to be effective 30 days after mutual consent is received. e.Termination of an Order Form Due to Non-Appropriation of Funds.Government Customers may terminate services in an Order Form by providing sixty (60) days’ written notice to LeadsOnline prior to the next contract year if funding to make thenext scheduled payment is not duly appropriated and authorized. f.Return of Customer Property: •Within sixty (60) days after termination, upon written or electronic request LeadsOnline will make the Service available for Customer to export Customer Property as provided in Section 2(a). •After such a sixty-day (60) period, LeadsOnline has no obligation to maintain the Customer Property and may destroy it. 10.L IABILITY L IMIT © 2000-2026 LEADS ONLINE, LLC. ALL RIGHTS RESERVED. LEA/NIGHTHAWK(v.2025.02)PAGE 4 a.Indemnification for Third-Party Claims. LeadsOnline will defend or settle any third-party claim against Customer to the extent that such claim alleges that the LeadsOnline technology used to provide the Service violates a copyright, patent, or trademark (IP Indemnity Claim), if Customer: promptly notifies LeadsOnline of the claim in writing; cooperates with LeadsOnline in the defense; and allows LeadsOnline to solely control the defense or settlement of the claim. Costs. LeadsOnline will pay infringement claim defense costsit incurs in defending Customer, and LeadsOnline-negotiated settlement amounts, and court awarded damages. Process. If such a claim appears likely, then LeadsOnline may modify the Service, procure the necessary rights, or replace itwith the functional equivalent. If LeadsOnline determines that none of these are reasonably available, then LeadsOnline may terminate the Service and refund any prepaid and unused fees. Exclusions. LeadsOnline has no obligation for any claim arising from: Customer’s misuse of the Services, LeadsOnline’s compliance with Customer’s designs, specification, instructions, or technical information; a combination of the Service with other technology or aspects where the infringement would not occur but for the combination; Customer’s directives, access or use of, or laws or policies applicable to Customer regarding the information and sources thereof accessible via the Services including Customer Property; or technology or aspects not provided by LeadsOnline. THIS SECTION CONTAINS CUSTOMER’S EXCLUSIVE REMEDIES AND LEADSONLINE’S SOLE LIABILITY FOR INTELLECTUAL PROPERTY INFRINGEMENT CLAIMS. b.EXCLUSION OF INDIRECT DAMAGES. TO THE MAXIMUM EXTENT ALLOWED BY LAW, LEADSONLINE IS NOT LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT (INCLUDING, WITHOUT LIMITATION, COSTS OF DELAY; LOSS OF DATA OR INFORMATION; AND LOST PROFITS, REVENUE, OR ANTICIPATED COST SAVINGS), EVEN IF IT KNOWS OF THE POSSIBILITY OR FORESEEABILITY OF SUCH DAMAGE OR LOSS. c.TOTAL LIMIT ON LIABILITY. TO THE MAXIMUM EXTENT ALLOWED BY LAW, EXCEPT FOR LEADSONLINE'S INDEMNITY OBLIGATIONS RELATING TO IP INDEMNITY CLAIMS, LEADSONLINE'S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT (WHETHER IN CONTRACT, TORT, OR OTHERWISE) DOES NOT EXCEED $50,000 , EXCEPT THAT THE ABOVE LIMITATION DOES NOT APPLY TO CUSTOMER'S PAYMENT OBLIGATIONS FOR THE SERVICE. 11.G OVERNING L AW &F ORUM a.Government Customers. This Agreement is governed by the laws of the State of Texas (without regard to conflicts of law principles) for any dispute between the parties or relating in any way to the subject matter of this Agreement. Any suit or legal proceeding must be brought inthe federal or state courts for the County where Customer is located in the State of Texas, and each party submits to this personal jurisdiction and venue. Nothing in this Agreement prevents either party from seeking injunctive relief in a court of competent jurisdiction. 12.O THER T ERMS a.Entire Agreement and Changes.This Agreement and the Order Form constitute the entire Agreement between the parties and supersede any prior or contemporaneous negotiations or Agreements, whether oral or written, related to this subject matter. Customer is not relying on any representation concerning this subject matter, oral or written, not included in this Agreement. No representation, promise, or inducement not included in this Agreement is binding. No modification or waiver of any term of this Agreement is effective unless both parties sign an amendment to this Agreement. b.No Assignment. Neither party may assign or transfer this Agreement to a third party, except that the Agreement and all Order Forms may be assigned without the consent of the other party as part of a merger or sale of all or substantially all a party's businesses, assets,not involving a competitor of the other party, or at any time to an Affiliate. LeadsOnline shall provide prompt written notice of assignment to Customer. c.Export Compliance. The Service and Confidential Information may be subject to export laws and regulations of the United States and other jurisdictions. Each party represents that it is not named on any U.S. government denied-party list. Neither party will permit its personnel or representatives to access any Service in a U.S.-embargoed country or in violation of any applicable export law or regulation. d.Independent Contractors. The parties are independent contractors with respect to each other, and neither party is an employee, or partner of the other party or the other party's Affiliates. e.Enforceability and Force Majeure. If any term of this Agreement is invalid or unenforceable, the other terms remain in effect. Neither party is liable for its non-performance due to events beyond its reasonable control, including but not limited to natural weather © 2000-2026 LEADS ONLINE, LLC. ALL RIGHTS RESERVED. LEA/NIGHTHAWK(v.2025.02)PAGE 5 events and disasters, labor disruptions, and disruptions in the supply of utilities. The parties shall provide prompt writtennotice of a Force Majeure event. f.Money Damages Insufficient. Any breach by a party of this Agreement or violation of the other party's intellectual property rights could cause irreparable injury or harm to the other party. The other party may seek a court order to stop any breach or avoidany future breach of this Agreement. g.No Additional Terms. LeadsOnline rejects additional or conflicting terms of any Customer form-purchasing document. h.Order of Precedence.If there is an inconsistency between this Agreement and an Order Form, the Order Form prevails. i.Survival of Terms. All provisions of this Agreement regarding payment, confidentiality, indemnification, limitations of liability, proprietary rights, and such other provisions that by fair implication require performance beyond the term of this Agreement shall survive expiration or termination of this Agreement until fully performed or otherwise are inapplicable. j.Feedback.If Customer provides feedback or suggestions about the Service, then LeadsOnline (and those it allows to use its technology) may use such information without obligation to Customer. << REMAINDER OF PAGE LEFT INTENTIONALLY BLANK—SIGNATURE PAGE TO FOLLOW >> 13.S UBSCRIPTION S ERVICES A GREEMENT S IGNATURES a.Each representative identified below represents and warrants that it has the full power, right and authority to enter into this Agreement on behalf of its respective party. LEADSONLINE, LLC CITY OF DENTON, TEXAS (LeadsOnline)(Customer) SIGNATURE:SIGNATURE: \[leadsOnlineLlcSignerSignature_nD2Rvyi\]\[counterpartySignerSignature_YP5Qw1b\] \[Gabby NAME: NAME: Alexander Finley LeepercounterpartySignerName_FlIbbeW\] Senior TITLE:TITLE: President & CEO Buyer\[counterpartySignerTitle_9W4vlIa\] DATE:DATE: \[leadsOnlineLlcSignerDateField_JbivMPq\]\[counterpartySignerDateField_DYso7St\] 6900 Dallas Parkway, Suite 825, Plano, 601 East Hickory Street, Denton, Texas ADDRESS: ADDRESS: Texas 75024, United States76210, United States © 2000-2026 LEADS ONLINE, LLC. ALL RIGHTS RESERVED. LEA/NIGHTHAWK(v.2025.02)PAGE 6 EXHIBIT E-2 L EADS O NLINE L EAD S UITE™I NVESTIGATIONS S YSTEM S UBSCRIPTION O RDER F ORM N O.Q-09785| A GENCY ID:1441 C USTOMER:U NIT: C ITY OF D ENTON,T EXAS P OLICE D EPARTMENT 1.S ERVICE a.Service. LeadsOnline LeadSuite™ Investigations System Subscription for Law Enforcement Agency users (Service). b.Authority.Customer represents that it is a law enforcement agency or governing body of a law enforcement agency, an entity duly authorized by municipal, state county or federal government to enforce laws or investigate crimes, and the Eligible Users areemployed byCustomer in the Unit listed at the top of this Order Form. 2.P URPOSE a.Law Enforcement Use. Exclusively for the official law enforcement agency duties of Customer’s Unit; information retrieved from the Service is for the exclusive use of Eligible Users with the exception of disclosure necessary to investigate and prosecute crimes within the jurisdiction of and investigated by Customer’s Unit. 3.D EFINITIONS a.Audit Records means records audit records retained for administrative, legal, audit, or other operational purposes. Audit Records are protected from modification, deletion and unauthorized access and are retained for a minimum of one (1) year. b.Deconfliction Data means the subset of data provided to be made aware of activity by another Law Enforcement Official or Law Enforcement Customer regarding a matching person, person of interest, phone number, device identifier, item of property, location, vehicle or other data element to facilitate the benefits of coordinated investigative efforts by Law Enforcement Officials. c.Law Enforcement Official means a person employed by and authorized by a Law Enforcement Customer to, in their official duties, access or submit data according to the terms of this agreement. d.Reporting Business means any entity that records Transaction Data regarding the receipt or other disposition of merchandise or materials and reports such Transaction Data for access by Law Enforcement Officials according to official request, statutory requirement or otherwise. e.Repository Data means data and any other information LeadsOnline has received from entities other than the Customer. f.Transaction Data means information provided by Reporting Businesses and Law Enforcement Agencies about transactions, including, but not limited to, the transaction number, make, model, property description, serial number, name, address, identification number, telephone number, date of birth and any images recorded during the course of a transaction according to official request, statutory requirement or otherwise. g.Analysis Files means records electronically submitted by a Customer to the Service for automated analysis. Analysis Files include but are not limited to unstructured images, video, audio or text submitted, and data related to communications or movements of devices, vehicles and other entities, which reference data for identifying locations including cell site lists, landmarks, and locations related to crimes. Analysis Files are Customer Property. 4.S ERVICE R ECIPIENT AND E LIGIBLE U SERS © 2000-2026 LEADS ONLINE LLC. ALL RIGHTS RESERVED. LEA/LEADS(v.2025.02) PAGE 1 a.Service Recipient.An unlimited number of authorized personnel of Customer in its Police Department, each with a unique login (Eligible Users). i.Eligible User logins may not be shared and individuals who are not Eligible Users may not access the Service. ii. During initial onboarding, Customer may provide LeadsOnline with the names and email addresses of Eligible Users. 5.T ERM,S ERVICE P ERIODS AND S UBSCRIPTION F EES a.Order Term. This Order Form will become effective as of the Effective Date and remain in effect through the Service Periods listed below (Initial Term) and any renewal Service Periods or until termination by LeadsOnline or Customer as described below. The Effective Date shall be defined as the date of the last signature below. b.Payment Terms. Payment shall be made on or before each anniversary during the Initial Term and any renewal term thereafter. S TART D ATE E ND D ATE R ATE Q TY S UBTOTAL D ISC.%T OTAL D UE October 1, 2026September 30, 2027$22,723.001$22,723.000%$22,723.00 October 1, 2027September 30, 2028$24,314.001$24,314.000%$24,314.00 October 1, 2028September 30, 2029$26,016.001$26,016.000%$26,016.00 c.Renewals. Neither party is obligated to renew this Order Form. Prior to the expiration of the Initial Term or any renewal term, the parties may renew this Order Form for additional one-year terms by LeadsOnline’s submission of a valid invoice to Customer for the renewal Service Period at then-current pricing and Customer’s payment of such invoice within thirty (30) days of renewal. d.Applicable Taxes. Fees are exclusive of sales, use, withholding, VAT, and other similar taxes. Customer shall provide a Tax Exemption Certificate upon execution. 6.F EATURES L EAD S UITE™K EY F EATURES AND C HARACTERISTICS LeadSuite enables agencies to transmit case files directly into the system for continuous automated search across persons, property, and missing persons reports. Cases continue running after prior leads are exhausted, with reciprocal deconfliction data provided when case information matches that of another agency. LeadSuite™ Designate sealed or expunged cases to be excluded or purged at any time. Investigation System Sealed or expunged cases may be designated by Customer’s LeadSuite file administrator to be excluded from LeadSuite, or to be purged from LeadSuite immediately at any time. Raw Customer File access is limited to Customer’s designated LeadSuite file administrators. Designate one or more LeadSuite file administrators (typically a knowledgeable employee in a crime analysis or information technology role) authorized and able to access and generate Customer Files containing necessary case information via ODBC, SQL and/or other tools. LeadsOnline will provide Customer’s LeadSuite file administrators with access to LeadsOnline’s LeadSuite file administration system to submit information to a secure folder, receive reports and error messages, review the completeness and quality of case information. LeadsOnline technical personnel will assist LeadSuite file administrators in identifying report fields Customer File needed, mapping report fields to the LeadSuite system, translating unique abbreviations and codes Administration to NIBRS values, automating the daily file transfer process, training administrators to use the LeadSuite file administration system periodically to maintain file quality. LeadsOnline will depend on Customer to provide parameters for notifying the appropriate investigator and/or unit according to Customer’s system of assigning responsibility to Officers, Precincts, Districts, Beats, Units, Teams based on location, offense types, case status and other factors. LeadsOnline will depend on Customer to provide user contact information so that Eligible Users may receive notifications from LeadSuite. © 2000-2026 LEADS ONLINE LLC. ALL RIGHTS RESERVED. LEA/LEADS(v.2025.02) PAGE 2 Integrated ClearCase™ballistic data into LeadSuite cases for enhanced evidence linkage. Users can bulk upload IBIS® files into the service for centralized access. Wholistic Data Access Open-Source Intelligence (OSINT) business, assets, and personal intelligence data Integration seamlessly within LeadSuite. Benefit from a more powerful search experience with LeadsOnline proprietary advanced filters and ranking algorithms with enhanced search capabilities. LeadSuite Organize and filter cases with built-in solvability, scoring, and auto-prioritized leads with case tracking Workflow Automation and ranking within LeadSuite. Save custom filters to quickly retrieve relevant cases using smart folders and saved searches. View AI-driven narrative sections that surface property or suspect details missed during imports using people and property views. Link, map and display connections between people, property, and cases in timeline or visual Advanced formats. Visualization Tools Case Preview Panel: Review multiple cases faster with an at-a-glance panel. View linked people and property data directly from the case page using LeadsOnline’s streamlined leads component. Print, export and download case detail pages with configurable sections. Reporting & Case Prioritize by case date, top leads, or number for faster triage using the case list page sorting and Prioritization optimization within LeadSuite. Configure cadence-based alerts (hourly, daily, weekly) using LeadSuite custom notifications. Stay updated on case developments in real time with case-based email alerts. Automatic alerts on suspects, wanted persons, and stolen property from your agency’s lists. Alerts & Notifications Automated alerts on NCIC stolen property including guns, articles and vehicles from your cases found within and outside your jurisdiction. Auto-generate concise case summaries into five sentences using LeadSuite case summarization. Reduce noise by filtering low-quality hits, surfacing the most actionable results with LeadsOnline’s proprietary hit evaluation algorithms. AI/Machine Learning Automatically generate chronological case timelines from narrative data. Upload paper documents, individually or in bulk, to automatically build cases using optical character recognition parsing. Unlimited technical support for agency personnel and reporting businesses. Training environment (sandbox mode) for onboarding and practice. Training & Support Learning Management System (step-by-step training modules). User guides, video tutorials, and recorded demos for self-service support. Search pawn shop, secondhand, and scrap metal recycler transactions nationwide. Unlimited accounts and searches for agency personnel. Results include images of property, sellers, vehicles, and identifiers. Robust identity resolution to spot suspect activity with incomplete or outdated identifiers. Unlimited Associates reporting to uncover linked persons and leads. Nationwide Search Advanced property identification to overcome vague or missing information. Daily stats on usage and search results. Saved searches and smart folders to quickly retrieve relevant cases. Enhanced search filters and ranking for improved investigative efficiency. Free online reporting system for all pawn/secondhand stores and scrap metal recyclers. Easy reporting for businesses. Compatible with point-of-sale systems. Compliance Management Property hold management system. Message Inbox for alerts and communication to and from businesses in your jurisdiction. Unlimited technical support for reporting businesses. © 2000-2026 LEADS ONLINE LLC. ALL RIGHTS RESERVED. LEA/LEADS(v.2025.02) PAGE 3 Benefit from coordinated investigative efforts through pointers to the records of other Law Nationwide Inter-agency Enforcement Agencies when eligible users match persons, property, devices, vehicles, and other Deconfliction System entities. OfferUp & eBay Identify persons in your cases when evidence is found in online listings. Marketplace Access Phone Forensic Extraction Upload files from device extraction tools (i.e., Cellebrite, XRY, Oxygen) to find and identify activity of suspects. Search CompStat Mapping Visualize suspect activity within and outside your jurisdiction. System Automated search warrant generation, automated phone lookups, repository of training materials, LeadsOnline video tutorials, templates, resources, software, process guides, carrier and network specifications, Toolbox contacts, subject matter assistance and other content relevant to criminal investigations. Citizen Property Inventory Community engagement for improved reporting of property crimes via LeadsOnline ReportIt. System 7. O NBOARDING,T RAINING AND T ECHNICAL S UPPORT a.Registration. Eligible Users register for a user account at www.leadsonline.com; Customer may provide lists of Eligible Users for expedited processing. b.Training.LeadsOnline Support will activate Eligible Users and provide training via in-app instructions, videos, and live support. c.Support. Technical support services for non-critical issues, training and general assistance are provided to end-users in the form of unlimited email and/or telephone support, Monday through Friday 7:00 AM – 5:30 PM CST via toll-free at (800) 311-2656 or support@leadsonline.com. 8. M ISCELLANEOUS a.This Order Form is attached to and incorporated into the Subscription Services Agreement between Customer and LeadsOnline dated \[leadsOnlineLlcSignerDateField_zcuoE9O\](Agreement). b.This Order Form is governed by the terms of the Agreement between the parties. All terms not defined in this Order Form have the meanings ascribed to such terms in the Agreement. This Order Form and the Agreement constitute the entire agreement between the parties, and supersede all prior or contemporaneous negotiations, agreements, and representations, whether oral or written, related to this subject matter. No modification or waiver of any term of this Order Form is effective unless both parties sign an amendment to this Order Form. LeadsOnline may include a purchase order number on Customer’s invoice solely for Customer’s internal payment and record keeping processes, but any terms within any purchase order in response to a quote, order form or invoice will not modify or enlarge the obligations or liabilities of either party even if the parties sign it. << REMAINDER OF PAGE LEFT INTENTIONALLY BLANK—SIGNATURE PAGE TO FOLLOW >> © 2000-2026 LEADS ONLINE LLC. ALL RIGHTS RESERVED. LEA/LEADS(v.2025.02) PAGE 4 9. S IGNATURES FOR L EAD S UITE™I NVESTIGATIONS S YSTEM S UBSCRIPTION a. Each representative identified below represents and warrants that it has the full power, right and authority to enter into this Agreement on behalf of its respective party. CITY OF DENTON, TEXAS LEADSONLINE, LLC (LeadsOnline) (Customer) SIGNATURE:SIGNATURE: \[leadsOnlineLlcSignerSignature_phmBZxB\]\[counterpartySignerSignature_O0nu66U\] NAME: NAME: Alexander Finley\[counterpartySignerName_gbRd0tf\] TITLE:TITLE: President & CEO\[counterpartySignerTitle_OTCh3lk\] DATE:DATE: \[leadsOnlineLlcSignerDateField_YKuRIuJ\]\[counterpartySignerDateField_RrAMdgF\] 6900 Dallas Parkway, Suite 825, Plano, 601 East Hickory Street, Denton, Texas ADDRESS: ADDRESS: Texas 75024, United States76210, United States © 2000-2026 LEADS ONLINE LLC. ALL RIGHTS RESERVED. LEA/LEADS(v.2025.02) PAGE 5 EXHIBIT E-3 L EADS O NLINE N IGHT H AWK™S UBSCRIPTION O RDER F ORM N O.Q-10849 | A GENCY ID:1441 C USTOMER:U NIT: C ITY OF D ENTON,T EXAS P OLICE D EPARTMENT 1. S ERVICE a.Service. LeadsOnline NightHawk™for Law Enforcement Agency users (Service). b.Authority. Customer represents that it is a law enforcement agency or governing body of a law enforcement agency, an entity duly authorized by municipal, state county or federal government to enforce laws or investigate crimes, and the Eligible Users are employed by Customer in the Unit listed at the top of this Order Form. P URPOSE 2. a. Law Enforcement Use.Exclusively for the official law enforcement agency duties of Customer’s Unit; information retrieved from the Service is for the exclusive use of Eligible Users with the exception of disclosure necessary to investigate and prosecute crimes within the jurisdiction of and investigated by Customer’s Unit. D EFINITIONS 3. a.Analysis Files are records electronically submitted by a Customer to the Service for automated analysis including but not limited to unstructured images, video, audio or text submitted, and data related to communications or movements of devices, vehicles and other entities, which reference data for identifying locations including cell site lists, landmarks, and locations related to crimes. Analysis Files are typically generated by telecommunications network providers and systems, app providers, computers, extraction systems and are provided to Customer via a legal process or voluntarily by persons with the right to provide them. Analysis Filesare Customer Property. S ERVICE R ECIPIENT &E LIGIBLE U SERS 4. a.Capacity and Eligible Users.No more than the Quantity per Service Period listed below of named individual employees of Customer in its Police Department, each with a unique login (Eligible Users). •Eligible User logins may not be shared and individuals in a division who are not Eligible Users may not access the Service. •During initial onboarding, Customer must provide LeadsOnline with the names and email addresses of Eligible Users (Customer may revise its Eligible Users Form a reasonable number of times each year). b.Access.Access to Analysis Files is limited to Eligible Users for Services on this Order Form, but may be shared with eligible users of other order forms if directed by Customer. T ERM,S ERVICE P ERIODS &S UBSCRIPTION F EES 5. a.Order Term. This Order Form will become effective as of the Effective Date and remain in effect through the Service Periods listed below (Initial Term) and any renewal Service Periods or until termination by LeadsOnline or Customer as described below. The Effective Date shall be defined as the date of the last signature below. b.Payment Terms.Payment shall be made on or before each anniversary during the Initial Term and any renewal term thereafter. © 2000-2026 LEADS ONLINE, LLC. ALL RIGHTS RESERVED. LEA/NIGHTHAWK(v.2025.02)PAGE 1 S TART D ATE E ND D ATE R ATE Q TY S UBTOTAL D ISC.%T OTAL D UE October1, 2026September 30, 2027$2,825.006$16,950.007%$15,763.50 October1, 2027September30, 2028$2,909.756$17,458.507%$16,236.42 October1, 2028September30, 2029$2,997.046$17,982.247%$16,723.50 c.Renewals. Neither party is obligated to renew this Order Form. Prior to the expiration of the Initial Term or any renewal term, the parties may renew this Order Form for additional one-year terms by LeadsOnline’s submission of a valid invoice to Customer for the renewal Service Period at then-current pricing and Customer’s payment of such invoice within thirty (30) days of renewal. d.Applicable Taxes. Fees are exclusive of sales, use, withholding, TPT, VAT, and other similar taxes. Customer shall provide a Tax Exemption Certificate upon execution. 6. B UNDLE D ISCOUNTS a. Bundle Discounts. Should bundle discounts (Discounts) be granted to Customer, said Discounts are contingent on Customer’s annual renewal of each Service qualifying Customer for each Discount. Should the associated Agreement and/or this, or any other associated Order Form, terminate for any reason, all Discounts granted under this, or any other the associated Order Form, will be immediately revoked and Customer will no longer qualify for Discounts. 7. F EATURES N IGHT H AWK™K EY F EATURES AND C HARACTERISTICS LeadsOnline NightHawk™ Upload and analyze multiple file types, including text and social media, to translate data into actionable leads and seamlessly share across your agency. System LeadsOnline S.I.F.T. Utilize the Subject Interaction Filtering Tool to analyze calls and messages, events, GPS trackers, gunfire acoustic identifiers, LPR hits, and other data points overlaid in real time to build your case. System LeadsOnline Link Chart Upload mugshots and case photos to better visualize people, places, and things associated to your case for communicating, managing, and navigating large-scale investigations. System LeadsOnline Case-level access control allows you to restrict or grant access to other users inside and outside of Collaboration System your agency providing cross-collaboration into crime patterns outside of your jurisdiction. Use LeadsOnline’s automated search warrant generation, automated phone lookups, repository of LeadsOnline training materials, video tutorials, templates, resources, software, process guides, carrier and network Toolbox specifications, contacts, subject matter assistance and other content relevant to criminal investigations. 8. T RAINING &R EMOTE T ECHNICAL S UPPORT a.Registration. Eligible User accounts include unlimited access to NightHawk, Help Documents, Affidavit/Preservation Templates, and NightHawk University. b.Training. Online new user NightHawk basic training included. •Additional courses available via LeadsOnline Training Portal. •Other on-demand training webinars on digital evidence analysis are available in the LeadsOnline Toolbox. c.Support.Technical Support program is described at leadsonline.com/support. 9. M ISCELLANEOUS © 2000-2026 LEADS ONLINE, LLC. ALL RIGHTS RESERVED. LEA/NIGHTHAWK(v.2025.02)PAGE 2 a.This Order Form is attached to and incorporated into the Subscription Services Agreement between Customer and LeadsOnline dated \[leadsOnlineLlcSignerDateField_VBcYqum\] (Agreement). b.This Order Form is governed by the terms of the Agreement between the parties. All terms not defined in this Order Form have the meanings ascribed to such terms in the Agreement. This Order Form and the Agreement constitute the entire agreement between theparties, and supersede all prior or contemporaneous negotiations, agreements, and representations, whether oral or written, related to this subject matter. No modification or waiver of any term of this Order Form is effective unless both parties sign an amendment to this Order Form. LeadsOnline may include a purchase order number on Customer’s invoice solely for Customer’s internal payment and record keeping processes, but any terms within any purchase order in response to a quote, order form or invoice will not modify or enlarge the obligations or liabilities of either party even if the parties sign it. << REMAINDER OF PAGE LEFT INTENTIONALLY BLANK—SIGNATURE PAGE TO FOLLOW >> 10. S IGNATURES FOR N IGHT H AWK™S UBSCRIPTION a. Each representative identified below represents and warrants that it has the full power, right and authority to enter into this Agreement on behalf of its respective party. LEADSONLINE, LLC CITY OF DENTON, TEXAS (LeadsOnline)(Customer) SIGNATURE:\[leadsOnlineLlcSignerSignature_GGydZtO\]SIGNATURE:\[counterpartySignerSignature_QoGkwYm\] NAME:Alexander FinleyNAME:\[counterpartySignerName_KUplhz9\] TITLE:President & CEOTITLE:\[counterpartySignerTitle_KK0yGTi\] DATE:\[leadsOnlineLlcSignerDateField_t2PzkUa\]DATE:\[counterpartySignerDateField_5elErAa\] 6900 Dallas Parkway, Suite 825, Plano, Texas 601 East Hickory Street, Denton, Texas 76210, ADDRESS: ADDRESS: 75024, United StatesUnited States © 2000-2026 LEADS ONLINE, LLC. ALL RIGHTS RESERVED. LEA/NIGHTHAWK(v.2025.02)PAGE 3 CONFLICT OF INTEREST QUESTIONNAIRE - FORM CIQ Forvendor 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) and by City of Denton Ethics Code, Ordinance 18-757. By law thisquestionnaire 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 vendorcommits an offense if the vendor knowingly violates Section 176.006, Local Government Code. An offense under this section is a misdemeanor. Nameof vendor who has a business relationship with local governmental entity. 1 2 Check this box if you are filing an update to a previously filed questionnaire. th (The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than the 7business day after the date on which you became aware that the originally filed questionnaire was incomplete or inaccurate.) 3 Name oflocal 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. Isthelocal government officer named in this section receiving or likely to receive taxable income, other than investment income, from the vendor? Yes No B. Is thevendor 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 CONFLICTOFINTERESTQUESTIONNAIRE Forvendordoingbusinesswithlocalgovernmentalentity Acomplete 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: rd Relative: a family member related to a City Official within the third 3 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 Certificate Of Completion Envelope Id: EF498228-8883-8097-829A-C08C135ED83FStatus: Completed Subject: Please DocuSign: City Council Contract 9092 Leads Online Investigation System Source Envelope: Document Pages: 26Signatures: 6Envelope Originator: Certificate Pages: 6Initials: 1Gabby Leeper AutoNav: Enabled901B Texas Street EnvelopeId Stamping: EnabledDenton, TX 76209 Time Zone: (UTC-06:00) Central Time (US & Canada)Gabby.Leeper@cityofdenton.com IP Address: 198.49.140.10 Record Tracking Status: OriginalHolder: Gabby LeeperLocation: DocuSign 8/19/2026 3:08:41 PM Gabby.Leeper@cityofdenton.com Signer EventsSignatureTimestamp Gabby LeeperSent: 8/19/2026 3:12:47 PM Completed Gabby.Leeper@cityofdenton.comViewed: 8/19/2026 3:13:11 PM Senior BuyerSigned: 8/19/2026 3:13:22 PM Using IP Address: 198.49.140.10 City of Denton Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via Docusign Lori HewellSent: 8/19/2026 3:13:25 PM lori.hewell@cityofdenton.comViewed: 8/20/2026 11:34:00 AM Purchasing ManagerSigned: 8/20/2026 11:34:37 AM City of Denton Signature Adoption: Pre-selected Style Security Level: Email, Account Authentication Using IP Address: 198.49.140.104 (None) Electronic Record and Signature Disclosure: Not Offered via Docusign Leah BushSent: 8/20/2026 11:34:39 AM leah.bush@cityofdenton.comViewed: 8/24/2026 9:04:02 AM Assistant City AttorneySigned: 8/24/2026 9:32:04 AM Security Level: Email, Account Authentication Signature Adoption: Pre-selected Style (None) Using IP Address: 198.49.140.10 Electronic Record and Signature Disclosure: Not Offered via Docusign Alexander FinleySent: 8/24/2026 9:32:06 AM alexanderf@leadsonline.comViewed: 8/24/2026 10:42:07 AM CEOSigned: 8/31/2026 9:35:01 AM Security Level: Email, Account Authentication Signature Adoption: Pre-selected Style (None) Using IP Address: 45.17.216.150 Electronic Record and Signature Disclosure: Accepted: 8/24/2026 10:42:07 AM ID: 9ce71f2e-f420-4764-96ba-b5e5ba867ef7 Signer EventsSignatureTimestamp Michael DeeganSent: 8/31/2026 9:35:03 AM Michael.Deegan@cityofdenton.comResent: 8/31/2026 11:39:44 AM Chief Technology OfficerResent: 9/1/2026 3:42:24 PM Security Level: Email, Account Authentication Viewed: 9/1/2026 3:53:09 PM Signature Adoption: Pre-selected Style (None) Signed: 9/1/2026 5:21:28 PM Using IP Address: 2600:1700:1111:3f50:1509:1739:8f3c:677c Electronic Record and Signature Disclosure: Accepted: 9/1/2026 3:53:09 PM ID: 14948c7c-5caf-43b0-b067-e9d7101ce657 Cheyenne DefeeSent: 9/1/2026 5:21:31 PM Completed cheyenne.defee@cityofdenton.comViewed: 9/23/2026 2:24:40 PM Procurement Administration SupervisorSigned: 9/23/2026 2:25:14 PM Using IP Address: 198.49.140.10 City of Denton Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via Docusign Cassey OgdenSent: 9/23/2026 2:25:17 PM Cassey.Ogden@cityofdenton.comViewed: 9/23/2026 5:21:05 PM Interim City ManagerSigned: 9/23/2026 5:21:10 PM City of Denton Signature Adoption: Pre-selected Style Security Level: Email, Account Authentication Using IP Address: 198.49.140.10 (None) Electronic Record and Signature Disclosure: Not Offered via Docusign Kristin GilbertSent: 9/23/2026 5:21:12 PM Kristi.Gilbert@cityofdenton.comViewed: 9/24/2026 9:02:48 AM City SecretarySigned: 9/24/2026 9:04:21 AM Security Level: Email, Account Authentication Signature Adoption: Uploaded Signature Image (None) Using IP Address: 198.49.140.10 Electronic Record and Signature Disclosure: Not Offered via Docusign In Person Signer EventsSignatureTimestamp Editor Delivery EventsStatusTimestamp Agent Delivery EventsStatusTimestamp Intermediary Delivery EventsStatusTimestamp Certified Delivery EventsStatusTimestamp Carbon Copy EventsStatusTimestamp Cheyenne DefeeSent: 8/19/2026 3:13:24 PM cheyenne.defee@cityofdenton.com Procurement Administration Supervisor City of Denton Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via Docusign Carbon Copy EventsStatusTimestamp Gretna JonesSent: 9/1/2026 5:21:31 PM gretna.jones@cityofdenton.comViewed: 9/2/2026 11:06:16 AM Legal Secretary City of Denton Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via Docusign City Secretary OfficeSent: 9/24/2026 9:04:23 AM citysecretary@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via Docusign Tiffany WeiSent: 9/24/2026 9:04:24 AM tiffany.wei@cityofdenton.com Business Information Analyst City of Denton Police Department Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via Docusign Witness EventsSignatureTimestamp Notary EventsSignatureTimestamp Envelope Summary EventsStatusTimestamps Envelope SentHashed/Encrypted8/19/2026 3:12:48 PM Envelope UpdatedSecurity Checked8/25/2026 8:53:08 AM Certified DeliveredSecurity Checked9/24/2026 9:02:48 AM Signing CompleteSecurity Checked9/24/2026 9:04:21 AM CompletedSecurity Checked9/24/2026 9:04:24 AM Payment EventsStatusTimestamps Electronic Record and Signature Disclosure FMFDUSPOJD!SFDPSE!BOE!TJHOBUVSF!EJTDMPTVSF! 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