HomeMy WebLinkAbout26-043 - Contract - eSentire dba CompuNet - End-Point Detection & Response ServicesDocusign Envelope ID: BD87CF4C-OOE9-41FA-BBB7-A441E2E81657
ORDER FORM
26-043
Council Approval N/A
Order Form #: 00063442
MSSA #: 00062217
This "Order Form" is between City of Tukwila (the "Client") and eSentire, Inc. ("eSentire"), each a "Party" and
together the "Parties". This Order Form incorporates by reference (i) the Master Security Services Agreement #:
00062217 between Client and eSentire (the "MSSA"), and (ii) Region 4 Education Service Center Contract #R250302
for Cyber Security Solutions and Services effective October 1, 2025 (the "OMNIA Agreement"). The order of
precedence in the event of any conflict is: (1) the OMNIA Agreement; (2) this Order Form; then (3) the MSSA. To the
extent the OMNIA Agreement is silent, the next -listed document will govern. Except as expressly superseded by the
OMNIA Agreement, all non -conflicting terms of the MSSA and this Order Form remain in effect.
Client acknowledges and agrees to all terms of this Order Form, the OMNIA Agreement, the MSSA, and the service
particulars outlined herein (together, for the purposes of this Order Form, referred to as the "Agreement"). Client
and eSentire have executed this Order Form on the date of the last signature (the "Effective Date").
Client is a customer of CompuNet, Inc., an authorized eSentire reseller ("Reseller"). Client wishes to receive, either
directly from eSentire or through the Reseller, certain eSentire services and eSentire is willing to provide the services
described in the terms of this Agreement.
Client wishes to receive and eSentire is willing to provide Client with access to the eSentire services on the terms
hereof and on financial terms agreed with the Reseller.
1. TERM AND TERMINATION.
a. The term of the Services will begin on March 9, 2026 (the "Service Commencement Date") and will continue for
12 consecutive months ("Initial Term").
b. Upon expiration of the Initial Term the Order Form will automatically terminate.
c. A "Contract Year" means, as applicable, the 12 consecutive month period beginning on the Service
Commencement Date or any anniversary thereof and running until the date that is one year less a day following
such date.
2. SERVICE FEES. Client confirms the below scope, and acknowledges that the financial terms agreed with the
Reseller are based on the below scope. Client agrees to place additional orders for any material increase to
such scope and acknowledges that additional fees will apply for any increases in scope. Client acknowledges
and confirms that it has independently negotiated its Fees and payment schedule with Reseller and eSentire has
not set or mandated the pricing or payment terms arranged between Client and Reseller.
3. PAYMENT TERMS. Client will pay the fees to the Reseller, and invoicing and payment questions maybe directed
to the Reseller.
4. SERVICES. Client acknowledges and agrees to the applicable Service Descriptions for Services ordered pursuant
to this Order Form which can be found at htti3s://www.esentire.com/legal/documents ("Services Link" and
each such description, a "Service Description"). Services ordered are listed below.
4.1 Annual Recurring Services:
5. MDR - Endpoint Services
Description
Quantity
Endpoint Services - CrowdStrike - MSSP - Prevent, Detect & Respond
w/Overwatch
350 Endpoints
Endpoint Services - CrowdStrike - Identity Services - MSSP
275 Users
Endpoint MSSP add-on - CrowdStrike - Falcon Discover
350 Endpoints
City of Tukwila Page 1 of 2
Date Generated: January 28, 2026
Docusign Envelope ID: BD87CF4C-OOE9-41FA-BBB7-A441E2E81657
Order Form #: 00063442
MSSA #: 00062217
IN WITNESS WHEREOF, each of the Parties hereto has caused this Order Form to be executed and delivered by its
duly authorized representative as of the Effective Date.
eSentire, Inc.
EA
DocuSigned by:
4. HAW4
3F971E3921B64F8.
Signature
Aran Matier
Full Name
CLO
Title
January 29, 2026
City of Tukwila
Signed by:
EDS
k(�U�
�_
Signature^
Thomas McLeod
Full Name
Mayor
Title
2/2/2026 12:27 PM PST
Date Date
Approved by eSentire Legal Approved by City of Tukwila Legal 01/26/2026
JM - 1/29/26
Initials and Date
City of Tukwila Page 2 of 2
Date Generated: January 28, 2026
Docusign Envelope ID: BD87CF4C-OOE9-41FA-BBB7-A441E2E81657
MSSA #: 00062217
Master Security Services Agreement
This Master Security Services Agreement (this "Agreement") is by and between City of Tukwila ("Client"), with offices
at 12424 42nd Ave S Tukwila, Washington 98168, United States, and eSentire, Inc. ("eSentire"), with offices at 451
Phillip Street Unit 135, Waterloo, ON, Canada N2L 3X2, each a "Party" and together the "Parties." This Agreement
is effective on the date of the last signature below (the "Effective Date").
1. Definitions
In addition to the capitalized terms defined elsewhere in this Agreement or in the applicable Order Form, the
following terms will have the meanings ascribed to them in this Section 1.
"Affiliate" of a Party means any corporation or other legal entity that such Party directly or indirectly controls, is
controlled by, or is under common control with. In this context, a Party "controls" a corporation or other entity if it
or any combination of it and/or its Affiliates owns more than 50% of the voting rights for the board of directors or
other mechanism of control for such corporation or other entity.
"Client Data" means (a) data, records, files of Client including e-mail sent or received by personnel of Client, and (b)
all reports generated for or by Client as a result of the provision or use of the Services, except to the extent such
reports contain eSentire Intellectual Property.
"Confidential Information" means any and all information disclosed by either Party ("Disclosing Party") to the other
("Receiving Party") that is not deemed public information, and that is marked "confidential" or "proprietary," or
similar designation or which the recipient knows or has reason to know is regarded by the Disclosing Party as such,
including oral information. For the avoidance of doubt, Confidential Information does not include any information
that the Receiving Party can demonstrate: (a) was known to it prior to its disclosure hereunder by the Disclosing
Party; (b) is or becomes known through no wrongful act of the Receiving Party; (c) has been rightfully received from
a third party without restriction or disclosure and without breach by such third party of a non -disclosure obligation;
(d) is independently developed by the Receiving Party; or (e) has been approved for release by the Disclosing Party's
prior written authorization. For the avoidance of doubt, Confidential Information includes Personal Information.
"Day" or "Days" means calendar days, unless otherwise specified.
"Intellectual Property" means (a) any rights provided under (i) patent law, (ii) copyright law, (iii) trade -mark law, (iv)
design patent or industrial design law or (v) any other statutory provision or common law principle applicable to this
Agreement, including trade dress and trade secret law, which may provide a right in either ideas, formulae,
algorithms, concepts, inventions or know-how generally, or the expression or use of such ideas, formulae,
algorithms, concepts, inventions or know-how; and (b) any and all applications, registrations, licenses, sub -licenses,
franchises, agreements or any other evidence of a right in any of the foregoing. eSentire's Intellectual Property
includes New Intellectual Property, as defined in Section 2.5 below.
"Order Form" means an ordering document, executed by the Parties, which specifies the Services to be provided to
Client, including any amendments and supplements thereto. Each such Order Form, and any schedules, documents,
or other attachments thereto, incorporates and is subject to the terms and conditions of this Agreement.
"Participating Affiliate" means a Client Affiliate authorized by Client under eSentire's processes to contract for
Services in Participating Affiliate's own name subject to the terms of this Agreement.
"Personal Information" means information that can be used on its own or in combination with other information to
identify, contact, or locate a particular individual, including but not limited to, name, address, telephone number,
email address, IP address, place of birth, mother's maiden name, sexual orientation, social insurance or social
security numbers, credit history and score, financial records, password and login information, biometric data,
medical records, health insurance number, employment information and driver's license number, as applicable
and/or as defined and protected by Requirements of Law.
"Requirements of Law" mean all laws, statutes, codes, acts, ordinances, orders, decrees, injunctions, by-laws, rules,
regulations, official plans, permits, licenses, authorizations, directions, and agreements with any government
authority, agency, body or department, whether federal, provincial, state, municipal or law of a jurisdiction outside
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Master Security Services Agreement
Canada or the United States that now or at any time hereafter may be applicable to a Party in the performance of
its obligations under this Agreement or any part of them (including all applicable privacy and data protection laws).
"Reseller" means a third party who is authorized by eSentire to resell eSentire Services to its customers.
"Services" means the services specified in an Order Form.
"Systems" means any combination of hardware and software, including without limitation any telecommunication
lines or other networking devices used to link such combination of hardware and software.
2. Services, License Grants and Restrictions
2.1 Services. eSentire shall provide to Client the Services asset forth in the Order Form during the Term. eSentire
personnel shall remain under the direction and control of eSentire.
2.2 Usage Restrictions. Except as expressly permitted by eSentire, Client will not (and will not allow any third
party to): (i) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, or
underlying structure, ideas, or algorithms of the software provided or used by eSentire in delivering the
Services ("Software") or the Services; (ii) copy or duplicate the Software or modify, translate, or create
derivative works based on the Software; (iii) rent, lease, distribute, sublicense, resell, pledge, assign, or
otherwise transfer, provide access to or encumber rights to Software or the other Services; or (iv) use the
Services or Software for service bureau purposes or otherwise for the benefit of a third party. Client will use
the Services solely in compliance with all Requirements of Laws.
2.3 Ownership and Use of Client Data. Except as provided below, eSentire expressly acknowledges and agrees
that as between Client and eSentire, Client is the owner of and has exclusive rights, title, and interest in and
to Client Data. Notwithstanding the foregoing, to the extent any reports provided by eSentire to Client
hereunder ("Reports") include any eSentire Intellectual Property including without limitation, the format of
such Reports, eSentire shall retain all rights in and to such eSentire Intellectual Property. eSentire hereby
grants to Client a nonexclusive, nontransferable, limited license to use such eSentire Intellectual Property
solely for the purposes for which such Reports are provided by eSentire to Client pursuant to this Agreement.
Client will not create derivative works based upon using, or incorporating any eSentire Intellectual Property,
disassemble or reverse engineer, decompile or design around any eSentire Intellectual Property. eSentire
will have the right to access and use such Client Data solely (i) as necessary to provide the Services and (ii)
for trend analysis that may assist eSentire in the provision of its services in its business generally, provided
that no such trend analysis will result in the disclosure of any Personal or Confidential Information about or
from Client or its employees or customers. For clarity, the trend analysis is not the processing of Personal
Information given that the information does not and cannot be used to identify an individual or even
customer organization. eSentire will not retain, use, disclose, sell, or otherwise process Client Data for any
purpose other than the specific purpose of performing the Services under this Agreement.
2.4 Information Security. eSentire shall at all times throughout the Term, have in place and maintain appropriate
technical and organizational measures against unauthorized or unlawful access to or processing of Client
Data and against accidental loss or destruction of or damage to Client Data. Upon Client's written request,
eSentire will provide a copy of the then -current SOC 2 Type 2 audit report(s) and other certifications and
audit report(s), as applicable.
2.5 Freedom to Use Ideas. The ideas, formulae, algorithms, concepts, inventions, know how, improvements,
discoveries, processes and other information and materials ("New Intellectual Property") developed during
the course of performing Services for Client under this Agreement by eSentire and/or eSentire personnel will
become the sole Intellectual Property of eSentire, except to the limited extent such New Intellectual Property
contains Client Data. eSentire may use any such New Intellectual Property without limitation, including by or
for its clients or customers other than Client, notwithstanding anything to the contrary contained in this
Agreement.
2.6 Retention of Rights. Except for the rights expressly granted under this Section 2, eSentire, or its third -party
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Master Security Services Agreement
vendor(s) or licensor(s), as applicable, retains all right, title, and interest in and to all Software, eSentire
hardware and embedded proprietary software ("Equipment"), Services, and all Intellectual Property created,
used, or provided by eSentire to Client pursuant to this Agreement. eSentire will also own all right, title, and
interest in and to all modifications or derivatives of, and improvements to, Software, eSentire Equipment
and Services. Client acknowledges that nothing contained herein will constitute an assignment or transfer of
any such eSentire Intellectual Property to Client.
2.7 Update of the Services. eSentire reserves the right in future to make additions, changes, or updates to
components of the Services (including end of life, removal of features) (collectively, "Changes"). If such
components are no longer supported or made available by eSentire, eSentire will give Client at least 90 Days
prior written notice of any planned, material Changes to the Services together with associated
implementation timelines. If Client believes any Changes will have a material adverse impact on its use of
such Services, and eSentire cannot reasonably mitigate the impact of such Changes within 30 Days after
receipt of Client's written notice of such material adverse impact then Client may, following the end of such
30 -Day period, terminate the affected Service(s) upon 60 Days prior written notice to eSentire.
2.8 Client Responsibilities. Client hereby agrees to perform its obligations as set forth in the applicable Order
Form.
Fees and Payment Terms
3.1 Fees. The fees for Services are set forth on the Order Form (the "Fees"). In the event Client is purchasing
Services from a Reseller, the fees for Services are set forth between the Reseller the Client, and Section 3.2
and Section 3.3 below shall not apply. If Client requests or eSentire (or Reseller if applicable) recommends
additional Services, the Parties will execute a separate Order Form for such additional Services.
3.2 Invoicing. eSentire will invoice Client as indicated in the applicable Order Form and Client agrees to pay all
undisputed invoices on receipt. If Client in good faith believes that eSentire has billed Client incorrectly, Client
must notify eSentire in writing no later than 30 Days after the date of such invoice. The Parties will cooperate
in good faith to resolve any billing concern raised by Client within such 30 -Day period. eSentire reserves the
right to charge interest at the rate of the lesser of (i) 1.5% per month or (ii) the maximum amount allowed
by law, in respect of undisputed invoiced amounts that have remained unpaid for more than 30 Days after
the date of the applicable invoice. If eSentire pursues collection efforts against Client due to Client's failure
to pay Fees when due hereunder, Client will pay eSentire's reasonable costs of collection, including any legal
fees related thereto.
3.3 Taxes. All Fees and charges stated in this Agreement are exclusive of any applicable sales, use, value-added,
excise, or similar taxes, including any levies, duties or similar governmental assessments ("Taxes"). Client
shall be responsible for paying all applicable Taxes associated with its receipt of the Services under this
Agreement, except for Taxes based on eSentire's net income. eSentire shall invoice Client for any applicable
Taxes, and Client shall pay such Taxes unless Client provides eSentire with a valid tax exemption certificate
authorized by the appropriate taxing authority. Where required, Client is responsible for self-assessment of
and self -remission of any and all Taxes it is liable for not otherwise charged associated with this Agreement
to the applicable collecting agency or party. If Client is required by law to withhold any Taxes from its
payments to eSentire, Client will pay the required withholding itself and not reduce the amount paid to
eSentire on account thereof. Client shall promptly notify eSentire of its tax status changes that may impact
the taxation of Services provided under this Agreement. Each Party agrees to reasonably cooperate with the
other to determine the appropriate tax treatment of transactions under this Agreement and to minimize
applicable Taxes to the extent legally permissible.
3.4 Suspension of Services. eSentire reserves the right, but assumes no obligation, to suspend performance of
the Services with immediate effect on written notice to Client in the event Client (or Reseller if applicable) is
more than 30 Days overdue in making payments that have not been disputed in good faith.
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Master Security Services Agreement
4. Warranties
MSSA #: 00062217
4.1 Mutual. Each Party represents and warrants to the other that it has the right to enter into this Agreement,
and that the consent of no other person or entity is necessary for it to enter into or fully perform this
Agreement.
4.2 eSentire Warranties. eSentire represents, warrants, and covenants to Client as follows:
4.2.1 the Services will be performed by qualified personnel in a good, workmanlike, professional manner and
substantially in accordance with the applicable Service description provided in the applicable Order Form;
4.2.2 it is not under any contractual obligation that would preclude it from entering into this Agreement or
providing the Services hereunder;
4.2.3 in delivering the Services and in otherwise performing its obligations under this Agreement, eSentire will
comply with all applicable Requirements of Law;
4.2.4 it is the owner or licensee of the Software used in providing the Services and has all rights necessary to grant
the rights herein and to perform its obligations hereunder. In the event that the Software is held to or believed
by eSentire to infringe third -party Intellectual Property, Client's sole remedy will be the remedy set forth in
Section 9.1;
4.2.5 in performing its obligations under this Agreement, it will comply with all data protection laws applicable to
eSentire in the performance of its obligations hereunder (which, for the avoidance of doubt, excludes any
laws exclusively applicable to Client) and will use the same efforts to safeguard and prevent the misuse of all
Personal Information disclosed to it under this Agreement or in the course of providing the Services as it does
in protecting its own Confidential Information;
4.2.6 neither this Agreement nor the performance of or exercise of rights under this Agreement will violate, conflict
with, or result in the breach of any term, condition, or provision of any agreement or legal obligation (whether
or not existing at the Effective Date) to which eSentire is a party or by which it may be bound or constitute a
default thereunder; and
4.2.7 deliverables will conform substantially to the specifications for the same, if any, set out in the applicable Order
Form.
4.3 Client Warranties. Client represents, warrants, and covenants to eSentire as follows:
4.3.1 it is duly organized and existing under the laws of its own jurisdiction and is not under any contractual
obligation that would preclude it from entering into this Agreement or granting access to eSentire as provided
herein to provide the Services;
4.3.2 in accessing and using the Services and in otherwise performing its obligations under this Agreement, Client
will comply with all applicable Requirements of Law;
4.3.3 Client has all rights necessary to provide eSentire with access to Client Data and Systems for use in accordance
with the terms of this Agreement, and eSentire's use of any Client Data in accordance with the terms of this
Agreement will not violate the rights of any third party;
4.3.4 if Client (1) orders Services hereunder to be performed by eSentire with respect to any third -party devices,
data, facilities, or environments or (2) deploys agents to third -party endpoints for purposes of Services
ordered hereunder (collectively, "Third Party Services"), Client has obtained all required authorizations
including, without limitation, the prior consent of all such third parties for any such Third Party Services; and
4.4 EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, EACH PARTY HEREBY SPECIFICALLY DISCLAIMS ALL
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OTHER REPRESENTATIONS AND WARRANTIES WITH RESPECT TOTHE SUBJECT MATTER OF THIS AGREEMENT,
EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A
PARTICULAR PURPOSE. CLIENT HEREBY ACKNOWLEDGES THAT, WHILE ESENTIRE WILL USE ITS BEST EFFORTS
TO DETECT INAPPROPRIATE OR UNAUTHORIZED TRAFFIC OR CONTENT WITHIN CLIENT'S SYSTEMS AND
NETWORK, DUE TO THE NATURE OFTHE INTERNET AND ITS USERS, ESENTIRE DOES NOT WARRANTTHAT IT
WILL BE ABLE TO DETECT ALL SUCH CONTENT AND TRAFFIC.
5. Supply of Software and Hardware
5.1 To provide the Services, certain eSentire Equipment may be installed at Client's premises as set forth in the
applicable Order Form. Client acknowledges and agrees that all such eSentire Equipment shall, at all times, be
considered to be personal property of eSentire and its licensors and not Client's property or a part of Client's
premises. Client will take all reasonable action to protect the eSentire Equipment from theft, damage, or
destruction as if such hardware and software were owned by Client.
5.2 With Client's consent, eSentire, or its authorized third parties, may during normal business hours and upon
reasonable notice, enter upon Client's premises and remove the eSentire Equipment, provided that such
removal is not disruptive to the provision of the Services.
5.3 Client will not place or allow any lien or other encumbrance to be placed on such eSentire Equipment. Client
will not remove the eSentire Equipment from its premises without the prior written consent of eSentire. Client
authorizes eSentire to file any and all appropriate documentation, with no prior requirement to obtain Client's
signature, to acknowledge and secure eSentire's ownership of such eSentire Equipment.
6. Term and Termination
6.1 The term of this Agreement will commence on the Effective Date and will continue in effect for an initial term
of 12 months. Upon expiration of the initial term, the term of this Agreement will automatically renew for
additional, consecutive 12 -month terms (each such term, a "renewal term"), unless otherwise terminated as
described in this Section 6 (the initial term and any renewal term(s) shall collectively be referred to as the
"Term"). Following expiration of the initial term, Client may terminate this Agreement upon expiration of any
renewal term by giving eSentire written notice of its intent to terminate not less than 60 Days prior to the
expiration of the then -current renewal term. The expiration or termination of this Agreement pursuant to
Section 6.1 will not affect the validity of any Order Form(s) then in effect and any such Order Form(s) and this
Agreement will continue in effect until termination of such Order Form(s) pursuant to the terms set forth
therein.
6.2 Termination for Breach. Without prejudice to any other rights or remedies which it may have, either Party
may terminate this Agreement if the other Party fails to cure a material breach of this Agreement and such
material breach remains uncured 30 Days after receiving written notice of the breach from the non -breaching
Party. For the avoidance of doubt, this cure period will not apply to any Client failure to pay Fees due under
this Agreement and not disputed in good faith; in addition to eSentire's remedies under Section 3.4, eSentire
may immediately terminate this Agreement by written notice to Client if Client fails to pay any such
undisputed Fees.
6.3 Insolvency. A Party may also terminate this Agreement immediately by written notice to the other Party (i) if
the other Party is declared insolvent or bankrupt by a court of competent jurisdiction; or (ii) if a petition is
filed in any court of competent jurisdiction to declare the other Party bankrupt or for a reorganization under
bankruptcy law or any similar statute and such petition is not dismissed within 60 Days after such filing or if a
trustee in bankruptcy or a receiver or similar entity is appointed for the other Party or (iii) the affected Party
has been unable to reasonably satisfy the other Party that it is able to perform its obligations in accordance
with this Agreement and with no adverse impact to the other Party.
7. Effect of Termination
7.1 In the event either Party terminates this Agreement pursuant to Section 6.2 such Party may terminate any
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and all Order Forms then in effect between eSentire and Client with immediate effect, upon written notice to
the other Party.
7.2 Upon termination of this Agreement, all rights granted by either Party to the other Party hereunder will revert
to the granting Party, all licenses will terminate and Client's access to or use of the Services will immediately
terminate, with the exception of eSentire's right to remove eSentire Equipment from Client's premises. All
accrued rights to payment under this Agreement will survive termination.
7.3 Upon termination of this Agreement, Client will delete all copies of any Software provided by eSentire and all
related materials. At eSentire's request, Client agrees to certify the deletion of such Software and/or return
of the related materials to eSentire in writing.
7.4 Within 30 Days after any termination of this Agreement, each Party will return to the other Party or destroy
all Confidential Information of the other Party, at the receiving Party's option.
7.5 Within 30 Days after any termination of this Agreement, Client will return the eSentire Equipment to a
location specified by eSentire, at Client's expense. Client acknowledges and agrees that, if Client does not
deliver such eSentire Equipment within such 30 -Day period, Client will pay eSentire a reasonable replacement
charge per sensor to cover eSentire's costs to replace the eSentire Equipment.
7.6 Notwithstanding anything to the contrary in Sections 7.2 or 7.4 and following any termination of this
Agreement, Client may continue to use any Reports provided by eSentire subject to the continuing application
of Sections 2.2 and 2.3 to such Reports.
8. Liability Limitations
EXCLUDING LOSSES ARISING PURSUANT TO SECTION 9 OR FOR A PARTY'S GROSS NEGLIGENCE, WILLFUL OR
INTENTIONAL MISCONDUCT OR FRAUD,TOTHE MAXIMUM EXTENT PERMITTED BYAPPLICABLE LAW, EACH PARTY'S
LIABILITY TO THE OTHER HEREUNDER FOR ANY LOSSES, LIABILITIES, DAMAGES, FINES, PENALTIES, DEFICIENCIES,
COSTS OR EXPENSES, INCLUDING THE REASONABLE FEES AND REASONABLE EXPENSES OF LEGAL COUNSEL,
ACCOUNTANTS OR OTHER EXPERTS AND PROFESSIONAL ADVISERS (COLLECTIVELY, "LOSS"), ARISING FROM OR
RELATING TO THIS AGREEMENT OR THE PROVISION OF THE SERVICES HEREUNDER WILL NOT EXCEED THE AMOUNT
PAID BY CLIENT TO ESENTIRE FOR THE SPECIFIC SERVICE TO WHICH SUCH CLAIM RELATES DURING THE TWELVE-
MONTH PERIOD PRIOR TO THE DATE THE LOSS OCCURRED. IN THE EVENT CLIENT IS PURCHASING SERVICES
THROUGH A RESELLER, EACH PARTY'S LIABILITY TO THE OTHER HEREUNDER FOR ANY LOSS (AS DEFINED ABOVE)
WILL NOT EXCEED ONE MILLION DOLLARS $1,000,000. REGARDLESS OF THE NATURE OF THE CLAIM OR THEORY OF
LIABILITY (INCLUDING, WITHOUT LIMITATION, VIOLATION OF ANY REQUIREMENTS OF LAW, BREACH OF CONTRACT,
STRICT LIABILITY, NEGLIGENCE OR OTHERTORT), NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY:
INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (EVEN IF THE PARTY
CAUSING SUCH LOSS OR DAMAGE HAS BEEN ADVISED OR HAD KNOWLEDGE OFTHE POSSIBILITY OFSAME OR COULD
REASONABLY HAVE FORESEEN SAME), INCLUDING LOST BUSINESS REVENUE, LOSS OF DATA, BUSINESS
INTERRUPTION, LOSS OF PROFITS OR FAILURE TO REALIZE EXPECTED PROFITS OR SAVINGS. FOR GREATER
CERTAINTY, WHERE CLIENT RECEIVES SERVICES THROUGH A RESELLER, ESENTIRE WILL HAVE NO LIABILITY OR
RESPONSIBILITY WHATSOEVER IN RESPECT OF ANY ACTS, OMISSIONS, REPRESENTATIONS OR WARRANTIES
PROVIDED BY SUCH RESELLER. THE PARTIES AGREE THAT THIS SECTION 8 REPRESENTS A REASONABLE ALLOCATION
OF RISK.
9. Indemnities
9.1 eSentire Intellectual Property Infringement Indemnity. eSentire will defend or settle, indemnify and hold
Client and its Affiliates, officials (appointed and elected), subsidiaries, officers, directors, employees, agents
and assigns, harmless from and against any third -party claim, suit or proceeding, and pay any damages
awarded in a final judgment against Client, based on a claim that any eSentire Service or eSentire Equipment
(for purposes of convenience in this Section 9, collectively "Services" or "Service") as provided under this
Agreement infringes any Canadian, United States, European Union, or United Kingdom copyright, patent right,
trademark or similar proprietary right of any third party (a "Third Party IP Claim"). eSentire will also pay
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reasonable attorneys' fees and expenses incurred in connection with such defense or settlement.
Notwithstanding the foregoing, eSentire will have no indemnity obligation or liability hereunder to Client for
any Third Party IP Claim which is due in whole or in part, directly or indirectly, to: (i) modification by Client or
any third party acting on Client's behalf or direction of the Services or associated technology, provision of the
Services other than by eSentire or by another party at the direction or instruction of eSentire, including any
portion of the Software or hardware provided to Client as part of the Services; or (ii) combination of eSentire's
Services with parts, equipment, software, devices or third -party services not provided by eSentire where such
infringement would not exist but for such combination; or (iii) any willful misconduct or fraudulent action of
Client or any third party acting on Client's behalf or direction. For greater certainty, eSentire will not settle
any Third Party IP Claim in a manner that attributes liability to Client without Client's written consent (which
consent will not unreasonably be withheld). In the event that the Services are held to or believed by eSentire
to infringe any third party copyright or patent right, eSentire will have the option to: (x) replace or modify the
Services to be non -infringing, provided that such modification or replacement provides substantially similar
features and functionality; (y) obtain for Client the right to continue using the Services; or (z) if both (x) and
(y) are not reasonably practicable, terminate this Agreement on written notice to Client and refund to Client
the prorata portion of the Fees paid to eSentire for the Services not provided by eSentire after the date
eSentire received notice of the Third Party IP Claim. ESENTIRE WILL HAVE NO OBLIGATION TO CLIENT IF ANY
ALLEGED THIRD PARTY IP CLAIM IS BASED UPON THE USE OF THE SERVICES FOR A PURPOSE FOR WHICH THE
SERVICES WERE NOT INTENDED OR UPON USE OF ANYTHING OTHER THAN THE MOST CURRENT VERSION OF
THE SERVICES.
9.2 Mutual General Indemnity. Each Party will defend or settle, indemnify and hold harmless the other Party and
its Affiliates, subsidiaries, officers, directors, employees and agents (individually and collectively,
"Indemnitee") from and against any and all third -party claims, actions, damages, losses, liabilities and
expenses (of whatever form or nature including, without limitation, reasonable attorneys' fees and expenses
and all costs of litigation), whether direct or indirect, alleging damages (each a "Covered Claim") (i) to real or
personal property or personal injury and caused by the gross negligence or willful or intentional misconduct
of the indemnifying Party or its Affiliates, officers, directors, employees or agents (individually and collectively,
"Indemnitor"); (ii) arising out of or relating to Indemnitor's violation of any Requirements of Law; (iii) with
respect to any Third Party Services, arising out of or relating to Client's failure to obtain the required
authorizations or third -party consents, or the adequacy of such consents; or (iv) with respect to Client's
indemnification obligations under this section, arising out of or relating to a Client Indemnitor's failure to
encrypt Confidential Information or Personal Information pursuant to Requirements of Law or this
Agreement. Covered Claims exclude any claim alleging damages to the extent caused by the negligence, fraud,
or willful misconduct of an Indemnitee or for which eSentire is responsible under Section 9.1.
9.3 Procedure. Indemnitor's indemnity obligations under this Section 9 are contingent on the Indemnitee
promptly notifying the Indemnitor in writing of any claim or threat thereof, promptly tendering to the
Indemnitor sole control of the defense and any settlement of such claim, and providing to Indemnitor (at
Indemnitor's cost) any reasonable assistance necessary to such defense or settlement. Indemnitee will not be
responsible for any settlement it does not approve in writing (which consent will not unreasonably be
withheld).
THIS SECTION 9 SETS FORTH THE PARTIES' ENTIRE LIABILITY, AND THE PARTIES' SOLE REMEDIES, IN THE EVENT OF
ANY THIRD PARTY IP CLAIMS OR COVERED CLAIMS HEREUNDER.
10. Confidentiality
10.1 The Receiving Party:
10.1.1 will not, directly, or indirectly, use or disclose such Confidential Information or any part thereof to any
person or entity or for any purpose whatsoever except as expressly permitted hereunder or unless and until
expressly authorized to do so by the Disclosing Party;
10.1.2 will use, disclose, and reproduce the Confidential Information of the Disclosing Party only to the extent
necessary to fulfill the Receiving Party's obligations or exercise its rights under this Agreement;
City of Tukwila - January 14, 2026 Page 7 of 10 (2025-09)
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Master Security Services Agreement
10.1.3 will promptly comply with requests made by the Disclosing Party to delete Confidential Information when
such Confidential Information is no longer needed by the Receiving Party to perform its obligations
hereunder;
10.1.4 will disclose the Confidential Information of the Disclosing Party only to those of its representatives,
professional advisors, subcontractors and its Affiliates and their representatives, professional advisors and
subcontractors (collectively, "Representatives" for purposes of this Section 10) who have a need to know
such Confidential Information for the purposes of fulfilling the Receiving Party's obligations or exercising its
rights under this Agreement, and who have assumed obligations of confidentiality equal to or greater than
the obligations of the Receiving Party under this Section 10 with respect to the Confidential Information. In
all cases, the Receiving Party will be responsible for any (a) loss or theft of, or unauthorized access to the
Disclosing Party's Confidential Information or (b) violation of Requirements of Law applicable to
Confidential Information by its Representatives;
10.1.5 will use reasonable efforts to treat, and to cause all of its Representatives to treat, the Disclosing Party's
Confidential Information with at least the same degree of care the Receiving Party exercises in protecting
its own Confidential Information and, in any event, with no less than a reasonable standard of care; and
10.1.6 will be entitled to disclose Confidential Information if such disclosure is required (i) by a court,
administrative or regulatory body (including a stock exchange) of competent jurisdiction, whether as a
result of any application made by the Receiving Party, a request made by an individual Data Subject, as
defined in the General Data Protection Regulation, or (ii) pursuant to an investigation initiated by a
regulatory body, other governmental authority or pursuant to court order, provided that the Receiving
Party will:
10.1.6.1 give prompt written notice of any such requirement for disclosure to the Disclosing Party so that the
Disclosing Party may seek a protective order or other appropriate remedy or response;
10.1.6.2 take such steps as are reasonably necessary and available to maintain the confidentiality of the
Confidential Information by such court, administrative or regulatory body;
10.1.6.3 in any event, make such disclosure only to the extent so legally required; and
10.1.6.4 except as otherwise provided in this Agreement, not use, or disclose to third parties any Confidential
Information of the Disclosing Party unless required by law or expressly consented to by the Disclosing
Pa rty.
10.2eSentire recognizes Client is a municipal entity subject to the Washington State Public Records Act, Chapter
42.56 RCW, and that Client is obligated to disclose records upon request unless a specific exemption from
disclosure exists. Notwithstanding anything that may conflict herein, nothing in this Agreement is intended
to prevent Client's compliance with the Public Records Act, and Client shall not be liable to eSentire for any
reason due to Client's compliance with any law or court order requiring the release of public records.
11. General Provisions
11.1 Interpretation. In this Agreement: (i) words denoting the singular include the plural and vice versa and words
denoting any gender include all genders; (ii) all usage of the word "including" or the phrase "e.g.," in this
Agreement mean "including, without limitation," throughout this Agreement; (iii) all monetary amounts are
expressed in United States dollars, unless expressly provided otherwise. Headings and the division of this
Agreement into articles and sections are for convenience of reference only and is not intended to and will not
affect the interpretation hereof. In the event of any conflict or inconsistency between the terms and
conditions of this Agreement and the terms and conditions contained in an Order Form, the terms and
conditions of the Order Form will take precedence.
11.2 eSentire Affiliates. eSentire reserves the right to invoice Client (if applicable) or deliver Services to Client via
any eSentire Affiliate in full satisfaction of its obligations under this Agreement.
City of Tukwila - January 14, 2026 Page 8 of 10 (2025-09)
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Master Security Services Agreement
11.3 No Licenses. Unless otherwise expressly provided in this Agreement, no licenses to any technology,
trademarks, or any other Intellectual Property rights of a Party or any third party are granted by virtue of this
Agreement.
11.4 Force Majeure. Either Party may be excused for any delay or failure to perform its duties and obligations
hereunder to the extent such failure is caused by any circumstances beyond such Party's reasonable control
including, but not limited to, acts of God, fire, flood, war, sabotage, terrorism, civil or military authority, labor
disputes, accidents, power surges or failures, or internet connectivity (a "Force Majeure Condition"). The
Party affected by the Force Majeure Condition will be excused from such performance for a period no longer
than the delay or failure in performance caused by the Force Majeure Condition, provided such Party uses (i)
industry standard procedures to minimize the disruption caused by and (ii) reasonable efforts to remove the
cause(s) of the Force Majeure Condition.
11.5 Entire Agreement. This Agreement supersedes and cancels all previous agreements, proposals or
representations related to the subject matter.
11.6 Assignment. A Party will not assign this Agreement without the prior written consent of the other Party.
Notwithstanding the foregoing, a Party may assign this Agreement without such consent in connection with
the transfer or sale of all or substantially all of its stock, assets or business. The assigning Party will give the
other Party written notice of any such permitted Assignment within 30 Days after the closing date of such
transfer or sale. Notwithstanding the foregoing, in order for any assignment to be effective, the assignee must
agree in writing to be bound by the terms of this Agreement.
11.7 Severability. In the event that any provision of this Agreement is found to be illegal, void, or unenforceable,
that provision will be enforced to the maximum extent permissible, and the remainder of the Agreement will
remain in full force and effect.
11.8 Relationship of Parties. No agency, partnership, joint venture, or employment relationship is created as a
result of this Agreement, and neither Party has any authority of any kind to bind the other in any respect
whatsoever. Neither Party has any right to or will make any contracts, warranties or representations or
assume or create any other obligations, express or implied, in the other Party's name or on its behalf.
11.9 Non -Exclusive Nature of Relationship. Notwithstanding anything to the contrary herein, nothing contained in
this Agreement prohibits either Party from entering into a similar arrangement with a third party irrespective
of the potential similarity thereof to services which might be provided by eSentire to Client.
11.10 No Third Party Beneficiaries; Inurement. There are no third party beneficiaries to this Agreement, except as
may otherwise be provided herein. This Agreement will inure to the benefit of and be binding upon the Parties
and their respective successors and permitted assigns.
11.11 Survival. Section 2.3 (Ownership and Use of Client Data), Section 2.5 (Freedom to Use Ideas), Section 2.6
(Retention of Rights), Sections 7.3-7.5 (Effect of Termination), Section 8 (Liability Limitations), Section 9
(Indemnities), Section 10 (Confidentiality), Section 11 (General Provisions) and any other provisions which by
their nature ought to survive termination of this Agreement will survive the termination of this Agreement.
11.12 Notices. All notices, demands, consents, approvals, authorizations, acknowledgements, or other
communications (collectively, "Notices") required or permitted under this Agreement shall be in writing and
delivered by: (i) personal delivery; (ii) email with confirmed receipt from the receiving party; or (iii)
international air courier service with delivery confirmation requested. All Notices shall be sent to the receiving
Party's address specified in paragraph 1 of this Agreement, with a copy sent by email. Either Party may change
its address for Notices by providing written notice to the other Party using any of the delivery methods
specified in this Section 11.12.
11.13 Governing Law and Modification. This Agreement will be governed by and construed in accordance with the
laws of the state of Washington, without regard to its choice of law provisions. Any action seeking legal or
equitable relief arising out of or relating to this Agreement will be brought only in the courts of the state of
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Washington. The United Nations Convention on Contracts for the International Sale of Goods will not apply
to this Agreement. Any changes to this Agreement, or any additional or different terms in Client's purchase
orders, acknowledgments or other documents will have no effect and will not supersede the terms of this
Agreement. Any modifications or amendments to this Agreement must be in writing and signed by both
Parties.
11.14 Rights and Remedies. Except as specifically provided in this Agreement, the rights and remedies provided in
this Agreement and all other rights and remedies available to either Party at law or in equity are, to the extent
permitted by law, cumulative and not exclusive of any other right or remedy now or hereafter available at
law or in equity, neither asserting a right nor employing a remedy will preclude the concurrent assertion of
any other right or employment of any other remedy.
11.15 Further Assurances. Each Party will from time to time and at all times do such further acts and execute and
deliver such further documents as may be reasonably required in order to evidence, carry out and give full
effect to the terms, conditions, intent and meaning of this Agreement.
11.16 Non -Solicitation. Neither Party will solicit for employment, hire, or enter into any independent contractor or
other similar relationship with any employee of the other Party who has been directly involved in the provision
of any of the Services hereunder during the immediately preceding 12 -month period without the express
prior written consent of an authorized executive of such Party. This Section 11.16 will not prohibit either Party
from hiring an employee of the other Party in response to an employment or contracting advertisement or
other general solicitation not specifically targeted at such employee.
11.17 Counterparts; Electronic Signatures. The Parties agree to electronic signatures as valid and binding in the
execution of this Agreement. This Agreement may be executed in counterparts each of which will be deemed
an original but all of which together constitute the same instrument.
IN WITNESS WHEREOF, each of the Parties hereto has caused this Agreement to be executed and delivered by its
duly authorized representative as of the date set forth below.
eSentire, Inc.
EA
DocuSigned by:
4. HA v,.
3F971E3921B64F8...
Aran Matier
Full Name
CLO
Title
January 29, 2026
Date
Approved by eSentire Legal
JM - 1/29/26
Initials & Date
City of Tukwila
Signed by:
DS
Signature
Thomas McLeod
Full Name
Mayor
Title
2/2/2026 12:27 PM PST
Date
Approved by Tukwila legal: 01/29/2026
City of Tukwila - January 14, 2026 Page 10 of 10 (2025-09)
eSentire
Contract Information
A11, OMNIA, R250302 (CNET)
Quote Information:
Quote #: AJT281537
Version: 4
Quote Date: 01/30/2026
Expiration Date: 01/31/2026
City of Tukwila
Joel Bush
(206) 454-7569
joel.bush@tukwilawa.gov
Bill To:
City of Tukwila
Joel Bush
12424 42nd Ave S
Tukwila, WA 98168
joel.bush@tukwilawa.gov
AJ Tift
+12533192337
atift@compunet.biz
Quote #: AJT281537
Ship To:
City of Tukwila
Joel Bush
12424 42nd Ave S
Tukwila, WA 98168
MDR Endpoint Services
MOM
Endpoint Services - CrowdStrike - MSSP - Prevent, Detect & Respond 350$73.50
$25,725.00
w/Overwatch
Endpoint Services - CrowdStrike - Identity Services - MSSP 275
$46.34
$12,743.50
Endpoint MSSP add-on - CrowdStrike - Falcon Discover 350
$4.47
$1,564.50
Annual Fees 1
$3,014.24
$3,014.24
a. The term of the Services will begin March 9, 2026 (the "Service Commencement Date") and will continue for 12
consecutive
months ("Initial Term").
b. Upon expiration of the Initial Term, the term of this Order Form will automatically terminate.
c. A "Contract Year" means, as applicable, the 12 consecutive month period beginning on the Service Commencement Date or
any anniversary thereof and running until the date that is one year less a day following such date.
Subtotal:
$43,047.24
Quote Summary
AJ Tift
+12533192337
atift@compunet.biz
Quote #: AJT281537
Taxes, shipping, handling and other fees may apply. We reserve the right to cancel any order arising from pricing or other
errors. If Customer is purchasing a subscription -based product, Customer agrees to pay all charges for the complete term of the
subscription. By signing below or issuing a Purchase Order, Customer agrees to CompuNet's standard terms and conditions,
which can be reviewed https://compunet.biz/terms-and-conditions/, provided, that if Customer and CompuNet are parties to a
currently effective Master Product Purchase and Services Agreement (MSA), the terms and conditions of such MSA shall control
and shall supersede these standard terms and conditions. Yourelectronic signature, per the Electronic Signature Act, is
considered equivalent to your signed and faxed signature, and allows you to accept and place your order. This Quote becomes
binding and noncancelable upon Customer's return to CompuNet of acceptance. A copy of this acceptance and the attached
proposal document will be sent to your email address to complete your order acceptance. You are NOT required to electronically
sign your order, you may fax or email your signed proposal to your Account Executive.
City of Tukwila
Signed by:
oy
Signature:
RA.I l
Name:
Thomas McLeod
Title:
Mayor
Date:
2/2/2026 12:27 PM PST
PO Number:
N/A
Sales Quote
Quote: Q-62253
Quote Term: 1Zmonths
CunenoyUSD
Valid to: Z0Z6'1,31
4161 ILIA 110 0 SO :163 a@31FA I
SERVICE FEATURES
247 for Monitoring, Investigation, Response, and
Remediation
SOC Analyst Support
Customer Success Manager
8X5Technical Support with after-hours support
DetecdonEngineering—continuousupdztes
Automated Blocking
Alerting
Response and Remediation
Insight Portal —semice overview, threat case details,
reporting and data access
TRU Threat Hunting
TRU Threat Sweeping
TRU Threat Research and Intelligence Briefing
Endpoint Services [nzwdStrike MSSP Prevent,
Detect & Respond w/Ovenmatch
Endpoint Services [nzwdStrike Identity Services
MSSP
Endpoint MSSPadd-on [romdStrike Falcon Discover
PRICING
Total Annual Subscription
Customer: City ofTukwila
Customer Address: 1Z4Z44ZndAveS,Tukwi|o'
Washington, United States 98168
Included
Included
Included
Included
Included
Included
Included
Included
Included
Included
Included
Included
QUANTITY pmc|mo
350 Endpoint $25,725.00
275 Users $12,743.50
350 Endpoint $1,564.50
$40,033.00