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HomeMy WebLinkAbout24-003 - DocuSign - 2024 Digital Signature PlatformDocusign Envelope ID: 139CCBBIC-2FA5-4F37-81 E5-03140C72FEED City Of Tukwila Agreement Number: 24-003(b) Council Approval N/A II 6200 Southcenter Boulevard, Tukwila WA 98188 CONTRACT FOR SERVICES Amendment # 002 Between the City of Tukwila and Docusign Inc. That portion of Contract No. 24-003(a) between the City of Tukwila and Docusign, Inc. is hereby amended as follows: 1- Remove Exhibit A (contracts PDF gages 5-8L DocuSign Quote -01361217 These changes will reflect the new effective beginning/end dates of this 3 Year contract, ending on 1/5/281 billed annually. All other provisions of the contract shall remain in full force and effect. Dated this 12th day of December 2024. CITY OF TUKWILA Signed by: 1 1-6mm Thomas McLeod, Mayor ATTEST/AUTHENTICATED Signed by: FE-RbftF ... Andy Youn, City Clerk DOCUSIGN, INC. 125CDD234E45A44B Signed by: t-'�,a�."r ... m� 024 Jessica O'Connor Sr. Manager, Revenue Operati P APPROVED AS TO FORM .. -- - ,.«h��=L�..r�.ser•r Office of the City Attorney CA Reviewed May 2020 Page 1 of 1 Certificate Of Completion Envelope Id: 7539563B -706D-4836-81 BO-7A82D64F9D65 Subject: Complete with Docusign: 24-003(b) - DocuSign - 2024 Digital Signature Platform.pdf Source Envelope: Document Pages: 53 Signatures: 0 Certificate Pages: 1 Initials: 1 AutoNav: Enabled Enveloped Stamping: Disabled Time Zone: (UTC -08:00) Pacific Time (US & Canada) Record Tracking Status: Original 12/18/2024 11:59:33 AM Signer Events Mike Marcum mike. marcum@tukwilawa.gov Technical Operations Supervisor Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign In Person Signer Events Editor Delivery Events Agent Delivery Events Intermediary Delivery Events Certified Delivery Events Carbon Copy Events Witness Events Notary Events Envelope Summary Events Envelope Sent Certified Delivered Signing Complete Completed Payment Events Holder: Mike Marcum mike.marcum@tukwilawa.gov Signature E"S" Signature Adoption: Pre -selected Style Using IP Address: 216.190.24.4 Signature Status Status Status Status Status Signature Signature Status Hashed/Encrypted Security Checked Security Checked Security Checked Status 0 docusign. Status: Completed Envelope Originator: Mike Marcum 6200 Southcenter Blvd Tukwila, WA 98188 mike. marcum@tukwilawa.gov IP Address: 216.190.24.4 Location: DocuSign Timestamp Sent: 12/18/2024 12:01:15 PM Viewed: 12/18/2024 12:01:22 PM Signed: 12/18/2024 12:01:45 PM Timestamp Timestamp Timestamp Timestamp Timestamp Timestamp Timestamp Timestamp Timestamps 12/18/2024 12:01:15 PM 12/18/2024 12:01:22 PM 12/18/2024 12:01:45 PM 12/18/2024 12:01:45 PM Timestamps Docusign Envelope ID: B9CCBBIC-2FA5-4F37-81 E5-03140C72FEED itAft 0 Docusign, Inc. &CUSIgn. 221 Main Street, Suite 1550 San Francisco, CA 94105 ORDER FORM Address Information Bill To: City of Tukwila 6200 Southcenter Blvd, Tukwila, WA, 98188 United States Billing Contact Name: Mike Marcum Billing Email Address: mike.marcum@tukwilawa.gov Billing Phone: 206-454-7571 Order Details Order Start Date: Jan 6, 2025 Order End Date: Jan 5, 2028 Billing Frequency: Annual Products Offer Valid Through: Jan 6, 2025 Prepared By: Jennifer Drouillard Quote Number: Q-01640605 Ship To: City of Tukwila 6200 Southcenter Blvd, Tukwila, WA, 98188 United States Shipping Contact Name: Mike Marcum Shipping Email Address: mike.marcum@tukwilawa.gov Shipping Phone: 206-454-7571 Payment Method: Check Payment Terms: Net 30 Currency: USD Grand Total: $62,440.31 Annualized Total Year 1 Total: $20,813.44 Year 2 Total: $20,813.44 Docusign Envelope ID: B9CCBBIC-2FA54F37-81 E5-03140C72FEED Year 3 Total: $20,813.44 The annualized totals above are displayed for general guidance only and may differ from the total amounts displayed on an invoice. Please refer to the Order Details and Products sections above for complete and accurate totals. Product Details eSignature Envelope Allowance: 13,500 Overage/Usage Fees eSignature Business Pro Edition - Envelope Subs. (Per Transaction): $5.80 Order Special Terms Terms & Conditions This Order Form covers the Docusign Services described herein and is governed by the Master Services Agreement (or in some cases formerly known as Corporate Subscriber Terms and Conditions) executed by the parties on January 12, 2024. Billing Information Prices shown above do not include any sales, use, value added (VAT), goods and services (GST), and/or any other similar taxes, duties, levies and or charges of any nature that might be imposed or required to be collected (collectively "taxes") by Docusign. Any such taxes are the responsibility of the Customer and will appear on the final invoice(s), as applicable. Taxes are calculated based on the ship -to location listed on your order form. Invoice(s) for this order will be emailed automatically from invoicin (eradocusi nocom. Please make sure this email address is on an approved setting or safe senders list, so notifications do not go to a junk folder or get caught in a spam filter. For U.S. Customers Page 2 of 4 Docusign Envelope ID: B9CCBBIC-2FA54F37-81 E5-03140C72FEED Is the contracting entity exempt from sales tax? Please select Yes or No: If yes, please send the required tax exemption documents immediately to taxexemRt2docusign.com. For Non U.S. Customers Verify that the VAT, GST, TIN, or similar tax identification number below is correct, or provide the correct number to your Docusign contact. If the VAT, GST, or TIN identification number is not populated below, it will be assumed that you are not a VAT/GST registered taxpayer. VAT, GST, TIN or similar tax identification number: For other tax exemption requests, please email the applicable tax exemption documentation to taxexem5docusign.com. Purchase Order Information Is a Purchase Order ("PO") required for the purchase or payment of the products on this Order Form? Please select: Yes No By marking "No", Customer agrees to process payment for any invoices issued pursuant to this Order Form without a PO Number. If yes, please complete the following information, and attach your PO (if available), and the invoice will be issued referencing such PO Number: PO Number: Please attach PO Attachment here: If "Yes" is marked, but a PO Number is not provided or a PO document is not attached, then Customer agrees to provide the PO information or PO document to Docusign at its earliest convenience by sending to POSubmission(docusi_n.com referencing this Quote Number, but agrees to still process payment per the agreed upon terms. If Customer has attached a PO (or other document) to this Order Form, Customer acknowledges and agrees that any additional or conflicting terms appearing in such PO (or any other document) are invalid. Page 3 of 4 Docusign Envelope ID: B9CCBBIC-2FA5-4F37-81 E5-03140C72FEED By signing this Agreement, I certify that I am authorized to sign on behalf of the Customer and agree to the Terms and Conditions of this Order Form and any documents incorporated herein. Customer Signature: Name: Job Title: Date: Docusign, Signed by: Inc. 0-,(h D25CDD234E45A44BSig... tzitx hr Name: Jessica O'Connor Job Title: sr. Manager, Revenue Operations Date: December 10, 2024 Page 4 of 4 Certificate Of Completion Envelope Id: B9CCBB1 C-2FA5-4F37-81 E5-03140C72FEED Subject: Complete with Docusign: City of Tukwila - Docusign Renewal EnvelopeType: Template Name: Source Envelope: Document Pages: 5 Signatures: 2 Certificate Pages: 5 Initials: 1 AutoNav: Enabled Envelopeld Stamping: Enabled Time Zone: (UTC -08:00) Pacific Time (US & Canada) Record Tracking Status: Original 12/10/2024 12:33:27 PM Signer Events Matt Felch Matt.Felch@docusign.com Contract Specialist Signing Group: AOR Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Accepted: 12/2/2024 4:12:45 PM ID: b807084c-1cd3-476d-bd58-14ec6f078c11 Jessica O'Connor Jessica.00onnor@docusign.com Sr. Manager, Revenue Operations Sr. Manager, Revenue Operations Signing Group: AOA Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign In Person Signer Events Editor Delivery Events Agent Delivery Events Intermediary Delivery Events Certified Delivery Events Carbon Copy Events Witness Events Notary Events Envelope Summary Events Halder: Jennifer Drouillard jennifer.drouillard@docusign.com Signature ES Signature Adoption: Pre -selected Style Using IP Address: 24.15.64.173 ES!g"ed by: 25CDD234E45A44B... Signature Adoption: Pre -selected Style Using IP Address: 136.24.154.14 Signed using mobile Signature Status Status Status Status Status Signature Signature Status 0 docusign. Status: Completed Envelope Originator: Jennifer Drouillard 221 Main Street Suite 1000 San Francisco, CA 94105 jennifer.drouillard@docusign.com IP Address: 76.32.211.123 Location: DocuSign Timestamp Sent: 12/10/2024 12:39:03 PM Viewed: 12/10/2024 12:41:05 PM Signed: 12/10/2024 12:41:53 PM Sent: 12/10/2024 12:41:56 PM Viewed: 12/10/2024 1:37:04 PM Signed: 12/10/2024 1:37:18 PM Timestamp Timestamp Timestamp Timestamp Timestamp Timestamp Timestamp Timestamp Timestamps Envelope Summary Events Status Envelope Sent Hashed/Encrypted Certified Delivered Security Checked Signing Complete Security Checked Completed Security Checked Payment Events Status Electronic Record and Signature Disclosure Timestamps 12/10/2024 12:39:14 PM 12/10/2024 1:37:04 PM 12/10/2024 1:37:18 PM 12/10/2024 1:37:18 PM Timestamps Electronic Record and Signature Disclosure created on: 10/17/2018 1:49:32 PM Parties agreed to: Matt Felch ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, DocuSign, Inc. (we, us or Company) may be required by law to provide to you certain written notices or disclosures. Described below are the terms and conditions for providing to you such notices and disclosures electronically through the DocuSign, Inc. (DocuSign) electronic signing system. Please read the information below carefully and thoroughly, and if you can access this information electronically to your satisfaction and agree to these terms and conditions, please confirm your agreement by clicking the `I agree' button at the bottom of this document. Getting paper copies At any time, you may request from us a paper copy of any record provided or made available electronically to you by us. You will have the ability to download and print documents we send to you through the DocuSign system during and immediately after signing session and, if you elect to create a DocuSign signer account, you may access them for a limited period of time (usually 30 days) after such documents are first sent to you. After such time, if you wish for us to send you paper copies of any such documents from our office to you, you will be charged a $0.00 per -page fee. You may request delivery of such paper copies from us by following the procedure described below. Withdrawing your consent If you decide to receive notices and disclosures from us electronically, you may at any time change your mind and tell us that thereafter you want to receive required notices and disclosures only in paper format. How you must inform us of your decision to receive future notices and disclosure in paper format and withdraw your consent to receive notices and disclosures electronically is described below. Consequences of changing your mind If you elect to receive required notices and disclosures only in paper format, it will slow the speed at which we can complete certain steps in transactions with you and delivering services to you because we will need first to send the required notices or disclosures to you in paper format, and then wait until we receive back from you your acknowledgment of your receipt of such paper notices or disclosures. To indicate to us that you are changing your mind, you must withdraw your consent using the DocuSign `Withdraw Consent' form on the signing page of a DocuSign envelope instead of signing it. This will indicate to us that you have withdrawn your consent to receive required notices and disclosures electronically from us and you will no longer be able to use the DocuSign system to receive required notices and consents electronically from us or to sign electronically documents from us. All notices and disclosures will be sent to you electronically Unless you tell us otherwise in accordance with the procedures described herein, we will provide electronically to you through the DocuSign system all required notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you during the course of our relationship with you. To reduce the chance of you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required notices and disclosures to you by the same method and to the same address that you have given us. Thus, you can receive all the disclosures and notices electronically or in paper format through the paper mail delivery system. If you do not agree with this process, please let us know as described below. Please also see the paragraph immediately above that describes the consequences of your electing not to receive delivery of the notices and disclosures electronically from us. How to contact DocuSign, Inc.: You may contact us to let us know of your changes as to how we may contact you electronically, to request paper copies of certain information from us, and to withdraw your prior consent to receive notices and disclosures electronically as follows: To contact us by paper mail, please send correspondence to: DocuSign, Inc. 221 Main St., Suite 1000 San Francisco, CA 94105 To advise DocuSign, Inc. of your new e-mail address To let us know of a change in your e-mail address where we should send notices and disclosures electronically to you, you must send an email message to us at and in the body of such request you must state: your previous e-mail address, your new e-mail address. Please reach out to the sender of the envelope if you want to change your email address.. In addition, you must notify DocuSign, Inc. to arrange for your new email address to be reflected in your DocuSign account by following the process for changing e-mail in the DocuSign system. To request paper copies from DocuSign, Inc. To request delivery from us of paper copies of the notices and disclosures previously provided by us to you electronically, you must send us an e-mail to and in the body of such request you must state your e-mail address, full name, US Postal address, and telephone number. We will bill you for any fees at that time, if any. Please reach out to the sender of the envelope if you want to request paper copies. To withdraw your consent with DocuSign, Inc. To inform us that you no longer want to receive future notices and disclosures in electronic format you may: i. decline to sign a document from within your DocuSign session, and on the subsequent page, select the check -box indicating you wish to withdraw your consent, or you may; ii. send us an e-mail to and in the body of such request you must state your e-mail, full name, US Postal Address, and telephone number. Please reach out to the sender of the envelope if you want to withdraw your consent.. The consequences of your withdrawing consent for online documents will be that transactions may take a longer time to process.. hardware and software ;Windows® 2000, Windows® XP, Windows Vista©; Mac OS® X Systems: Final release versions of Internet Explorer® 6.0 or above (Windows only); Mozilla Firefox 2.0 or above (Windows and Mac); SafariTM 3.0 or above (Mac only) PDF Reader: lAcrobatt or similar software may required to view and print PDF files * * These minimum requirements are subject to change. If these requirements change, you will be asked to re -accept the disclosure. Pre-release (e.g. beta) versions of operating systems and browsers are not supported. 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By checking the `I agree' box, I confirm that: I can access and read this Electronic CONSENT TO ELECTRONIC RECEIPT OF ELECTRONIC RECORD AND SIGNATURE DISCLOSURES document; and I can print on paper the disclosure or save or send the disclosure to a place where I can print it, for future reference and access; and Until or unless I notify DocuSign, Inc. as described above, I consent to receive from exclusively through electronic means all notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to me by DocuSign, Inc. during the course of my relationship with you. 0 docusign. Certificate Of Completion Envelope Id: CFB6DF74-151 C -433A-91 E9-BA119DFFA818 Status: Completed Subject: Complete with Docusign: 24-003b - DocuSign - 2024 Digital Signature Platform.pdf Source Envelope: Document Pages: 49 Signatures: 3 Envelope Originator: Certificate Pages: 5 Initials: 0 Michelle Canaday AutoNav: Enabled 6200 Southcenter Blvd Enveloped Stamping: Disabled Tukwila, WA 98188 Time Zone: (UTC -08:00) Pacific Time (US & Canada) Michelle.Canaday@TukwilaWA.gov IP Address: 216.190.24.4 Record Tracking Status: Original Holder: Michelle Canaday Location: DocuSign 12/12/2024 10:45:24 AM Michelle.Canaday@TukwilaWA.gov Signer Events Signature Timestamp Andy Youn Signed bySent: 12/12/2024 10:53:15 AM andy.youn-barnett@tukwilawa.govResent: 12/13/2024 10:23:22 AM Security Level: Email, Account Authentication 2EEBD44EE6A6423... Viewed: 12/13/2024 10:43:39 AM (None) Signed: 12/13/2024 10:43:45 AM Signature Adoption: Drawn on Device Using IP Address: 216.190.24.4 Electronic Record and Signature Disclosure: Accepted: 12/13/2024 10:43:39 AM ID:dcca90ad-c3d6-4ba1-b232-a02f66a58c92 Kari L. Sand by'Sent: 12/12/2024 10:53:14 AM kari.sand@tukwilawa.gov [Signed J 'Viewed: 12/12/2024 11:05:20 AM Securit Level: Email Account Authentication 5E499CA4165E452... Signed: 12/12/2024 11:05:56 AM Y � 9 (None) Signature Adoption: Pre -selected Style Using IP Address: 20.237.240.94 Electronic Record and Signature Disclosure: Accepted: 12/12/2024 11:05:20 AM ID:ab2d35d4-9bfb-4c55-b051-cf3dd844bOb6 Thomas McLeod by dSent: 12/12/2024 10:53:15 AM thomas.mcleod@tukwilawa.gov ESIgned uo�MaS �Lf�tbO Viewed: 12/12/2024 11:01:55 AM Mayor 8EE24380545B44C... Signed: 12/12/2024 11:02:15 AM Security Level: Email, Account Authentication (None) Signature Adoption: Pre -selected Style Using IP Address: 216.190.24.4 Electronic Record and Signature Disclosure: Accepted: 12/12/2024 11:01:55 AM ID: dd34ff44-d8fe-4f2d-8a79-eb0080860aa0 In Person Signer Events Signature Timestamp Editor Delivery Events Status Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Timestamp Carbon Copy Events Status Timestamp Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 12/12/2024 10:53:15 AM Certified Delivered Security Checked 12/12/2024 11:01:55 AM Signing Complete Security Checked 12/12/2024 11:02:15 AM Completed Security Checked 12/13/2024 10:43:45 AM Payment Events Status Timestamps Electronic Record and Signature Disclosure Electronic Record and Signature Disclosure created on: 5/5/2023 12:01:03 PM Parties agreed to: Andy Youn, Kari L. Sand, Thomas McLeod ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, City of Tukwila (we, us or Company) may be required by law to provide to you certain written notices or disclosures. Described below are the terms and conditions for providing to you such notices and disclosures electronically through the DocuSign system. Please read the information below carefully and thoroughly, and if you can access this information electronically to your satisfaction and agree to this Electronic Record and Signature Disclosure (ERSD), please confirm your agreement by selecting the check -box next to `I agree to use electronic records and signatures' before clicking `CONTINUE' within the DocuSign system. Getting paper copies At any time, you may request from us a paper copy of any record provided or made available electronically to you by us. You will have the ability to download and print documents we send to you through the DocuSign system during and immediately after the signing session and, if you elect to create a DocuSign account, you may access the documents for a limited period of time (usually 30 days) after such documents are first sent to you. After such time, if you wish for us to send you paper copies of any such documents from our office to you, you will be charged a $0.00 per -page fee. You may request delivery of such paper copies from us by following the procedure described below. Withdrawing your consent If you decide to receive notices and disclosures from us electronically, you may at any time change your mind and tell us that thereafter you want to receive required notices and disclosures only in paper format. How you must inform us of your decision to receive future notices and disclosure in paper format and withdraw your consent to receive notices and disclosures electronically is described below. Consequences of changing your mind If you elect to receive required notices and disclosures only in paper format, it will slow the speed at which we can complete certain steps in transactions with you and delivering services to you because we will need first to send the required notices or disclosures to you in paper format, and then wait until we receive back from you your acknowledgment of your receipt of such paper notices or disclosures. Further, you will no longer be able to use the DocuSign system to receive required notices and consents electronically from us or to sign electronically documents from us. All notices and disclosures will be sent to you electronically Unless you tell us otherwise in accordance with the procedures described herein, we will provide electronically to you through the DocuSign system all required notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you during the course of our relationship with you. To reduce the chance of you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required notices and disclosures to you by the same method and to the same address that you have given us. Thus, you can receive all the disclosures and notices electronically or in paper format through the paper mail delivery system. If you do not agree with this process, please let us know as described below. Please also see the paragraph immediately above that describes the consequences of your electing not to receive delivery of the notices and disclosures electronically from us. How to contact City of Tukwila: You may contact us to let us know of your changes as to how we may contact you electronically, to request paper copies of certain information from us, and to withdraw your prior consent to receive notices and disclosures electronically as follows: To advise City of Tukwila of your new email address To let us know of a change in your email address where we should send notices and disclosures electronically to you, you must send an email message to us at TukwilaCityClerk@TukwilaWA.gov and in the body of such request you must state: your previous email address, your new email address. We do not require any other information from you to change your email address. If you created a DocuSign account, you may update it with your new email address through your account preferences. To request paper copies from City of Tukwila To request delivery from us of paper copies of the notices and disclosures previously provided by us to you electronically, you must send us an email to TukwilaCityClerk@TukwilaWA.gov and in the body of such request you must state your email address, full name, mailing address, and telephone number. We will bill you for any fees at that time, if any. To withdraw your consent with City of Tukwila To inform us that you no longer wish to receive future notices and disclosures in electronic format you may: i. decline to sign a document from within your signing session, and on the subsequent page, select the check -box indicating you wish to withdraw your consent, or you may; ii. send us an email to CityClerkA@TukwilaWA.gov and in the body of such request you must state your email, full name, mailing address, and telephone number.. . Required hardware and software The minimum system requirements for using the DocuSign system may change over time. The current system requirements are found here: hgps:Hsupport.docusign.com/guides/signer-guide- sinigg-system-requirements. Acknowledging your access and consent to receive and sign documents electronically To confirm to us that you can access this information electronically, which will be similar to other electronic notices and disclosures that we will provide to you, please confirm that you have read this ERSD, and (i) that you are able to print on paper or electronically save this ERSD for your future reference and access; or (ii) that you are able to email this ERSD to an email address where you will be able to print on paper or save it for your future reference and access. Further, if you consent to receiving notices and disclosures exclusively in electronic format as described herein, then select the check -box next to `I agree to use electronic records and signatures' before clicking `CONTINUE' within the DocuSign system. By selecting the check -box next to `I agree to use electronic records and signatures', you confirm that: You can access and read this Electronic Record and Signature Disclosure; and You can print on paper this Electronic Record and Signature Disclosure, or save or send this Electronic Record and Disclosure to a location where you can print it, for future reference and access; and Until or unless you notify City of Tukwila as described above, you consent to receive exclusively through electronic means all notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you by City of Tukwila during the course of your relationship with City of Tukwila. Docusign Envelope ID: FC6E40AE-953A-4943-BOE6-B1E4FA78F445 City of Tukwila Agreement Number: 24-003(a) Council Approval N/A ` 6200 Southcenter Boulevard, Tukwila WA 98188 CONTRACT FOR SERVICES Amendment #001 Between the City of Tukwila and Docusign, Inc. That portion of Contract No. 24-003 between the City of Tukwila and Docusign, Inc. is hereby amended as follows: Add Quote Number Q-01620667 (Exhibit A): Adding additional envelopes to the existing contract term, for a total of $2427.13, with applicable sales tax. All other provisions of the contract shall remain in full force and effect. Dated this 15th day of October, 2024. CITY OF TUKWILA DocuSigned by: 1353B75946D140A... Joel Bush, CTO ATTEST/AUTHENTICATED Signed by: L�9_____ 1M4AR27d6FAdF8 Andy Youn, City Clerk DOCUSIGN, Inc. Signed by: "sic& 0-'C6in IA,6r Printed Name: Jessica o'connor APPROVED AS TO FORM Signed by: Sigma JG n A SFdQQf Ad'IFSFdS� Office of the City Attorney CA Reviewed May 2020 Page I of I Certificate Of Completion Envelope Id: 9294C8BOA5E74847B976ABF96B416AED Subject: Complete with Docusign: Complete _with_Docusign_Docusign_Amendment_-_.pdf Source Envelope: Document Pages: 35 Signatures: 1 Certificate Pages: 1 Initials: 0 AutoNav: Enabled Envelopeld Stamping: Disabled Time Zone: (UTC -08:00) Pacific Time (US & Canada) Record Tracking Status: Original 10/15/2024 11:22:40 AM Signer Events Joel Bush joel.bush@tukwilawa.gov Chief Technology Officer City of Tukwila Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign In Person Signer Events Editor Delivery Events Agent Delivery Events Intermediary Delivery Events Certified Delivery Events Carbon Copy Events Witness Events Notary Events Envelope Summary Events Envelope Sent Certified Delivered Signing Complete Completed Holder: Mike Marcum mike.marcum@tukwilawa.gov Signature CDocuSigned by: 1353B75946D140A... Signature Adoption: Uploaded Signature Image Using IP Address: 216.190.24.4 Signature Status Status Status Status Status Signature Signature Status Hashed/Encrypted Security Checked Security Checked Security Checked i• r Status: Completed Envelope Originator: Mike Marcum 6200 Southcenter Blvd Tukwila, WA 98188 mike.marcum@tukwilawa.gov IP Address: 216.190.24.4 Location: DocuSign Timestamp Sent: 10/15/2024 11:23:35 AM Viewed: 10/15/2024 11:43:59 AM Signed: 10/15/2024 12:56:47 PM Timestamp Timestamp Timestamp Timestamp Timestamp Timestamp Timestamp Timestamp Timestamps 10/15/2024 1 1:23:35 AM 10/15/2024 1 1:43:59 AM 10/15/2024 12:56:47 PM 10/15/2024 12:56:47 PM Payment Events Status Timestamps Certificate Of Completion Envelope Id: 9FACF1524D9442CFAEDOF62A30EB981 E Subject: Complete with Docusign: 24-003 - DocuSign - 2024 Digital Signature Platform.pdf Source Envelope: Document Pages: 37 Signatures: 2 Certificate Pages: 5 Initials: 0 AutoNav: Enabled Envelopeld Stamping: Disabled Time Zone: (UTC -08:00) Pacific Time (US & Canada) Record Tracking Status: Original 10/15/2024 4:17:44 PM Signer Events Andy Youn andy.youn@tukwilawa.gov Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Accepted: 10/16/2024 8:37:31 AM ID:de8fbf6a-ad50-4a26-8d64-774ac37f4c2a Kari L. Sand kari.sand@tukwilawa.gov Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Accepted: 10/15/2024 8:15:14 PM ID:7b4353cc-b854-463e-babd-2elc484875b3 In Person Signer Events Editor Delivery Events Agent Delivery Events Intermediary Delivery Events Certified Delivery Events Carbon Copy Events Witness Events Notary Events Envelope Summary Events Envelope Sent Certified Delivered Holder: Michelle Canaday Michelle.Canaday@TukwilaWA.gov Signature Signed by: 3D04AB9746FA4ES... Signature Adoption: Drawn on Device Using IP Address: 73.157.39.27 ES!g"el by: 5A4165E45 Signature Adoption: Pre -selected Style Using IP Address: 20.237.240.94 Signature Status Status Status Status Status Signature Signature Status Hashed/Encrypted Security Checked i• r Status: Completed Envelope Originator: Michelle Canaday 6200 Southcenter Blvd Tukwila, WA 98188 Michelle.Canaday@TukwilaWA.gov IP Address: 216.190.24.105 Location: DocuSign Timestamp Sent: 10/15/2024 4:21:03 PM Viewed: 10/16/2024 8:37:31 AM Signed: 10/16/2024 8:38:03 AM Sent: 10/15/2024 4:21:04 PM Viewed: 10/15/2024 8:15:14 PM Signed: 10/15/2024 8:16:57 PM Timestamp Timestamp Timestamp Timestamp Timestamp Timestamp Timestamp Timestamp Timestamps 10/15/2024 4:21:04 PM 10/15/2024 8:15:14 PM Envelope Summary Events Status Signing Complete Security Checked Completed Security Checked Payment Events Status Electronic Record and Signature Disclosure Timestamps 10/15/2024 8:16:57 PM 10/16/2024 8:38:03 AM Timestamps Docusign Envelope ID: FC6E40AE-953A-4943-BOE6-B1E4FA78F445 Address Information Bill To: City of Tukwila 6200 Southcenter Blvd, Tukwila, WA, 98188 United States Billing Contact Name: Mike Marcum Billing Email Address: mike.marcum@tukwilawa.gov Billing Phone: 206-454-7571 Order Details Order Start Date: Nov 1, 2024 Order End Date: Jan 5, 2025 Billing Frequency: Annual Products Ship To: City of Tukwila 6200 Southcenter Blvd, Tukwila, WA, 98188 United States Shipping Contact Name: Mike Marcum Shipping Email Address: mike.marcum@tukwilawa.gov Shipping Phone: 206-454-7571 Payment Method: Check Payment Terms: Net 30 Currency: USD Grand Total: $2,202.48 Product Details eSignature Envelope Allowance: 500 Docusign Envelope ID: FC6E40AE-953A-4943-BOE6-B1E4FA78F445 Overage/Usage Fees eSignature Business Pro Edition - Envelope Subs. (Per Transaction): $5.80 Order Special Terms Terms & Conditions This Order Form covers the Docusign Services described herein and is governed by the Master Services Agreement (or in some cases formerly known as Corporate Subscriber Terms and Conditions) executed by the parties on January 23, 2024. Billing Information Prices shown above do not include any sales, use, value added (VAT), goods and services (GST), and/or any other similar taxes, duties, levies and or charges of any nature that might be imposed or required to be collected (collectively "taxes") by Docusign. Any such taxes are the responsibility of the Customer and will appear on the final invoice(s), as applicable. Taxes are calculated based on the ship -to location listed on your order form. Invoice(s) for this order will be emailed automatically from invoicin�fex�er.docusignocom. Please make sure this email address is on an approved setting or safe senders list, so notifications do not go to a junk folder or get caught in a spam filter. For U.S. Customers Is the contracting entity exempt from sales tax? Please select Yes or No: If yes, please send the required tax exemption documents immediately to Laxexem2t@_docus'iqn.com. For Non U.S. Customers Verify that the VAT, GST, TIN, or similar tax identification number below is correct, or provide the correct number to your Docusign contact. If the VAT, GST, or TIN identification number is not populated below, it will be assumed that you are not a VAT/GST registered taxpayer. Page 2 of 4 Docusign Envelope ID: FC6E40AE-953A-4943-BOE6-B1E4FA78F445 VAT, GST, TIN or similar tax identification number: For other tax exemption requests, please email the applicable tax exemption documentation to taxexemct(Qdocusi_ n.com. Purchase Order Information Is a Purchase Order ("PO") required for the purchase or payment of the products on this Order Form? Please select: Yes No By marking "No", Customer agrees to process payment for any invoices issued pursuant to this Order Form without a PO Number. If yes, please complete the following information, and attach your PO (if available), and the invoice will be issued referencing such PO Number: PO Number: Please attach PO Attachment here: If "Yes" is marked, but a PO Number is not provided or a PO document is not attached, then Customer agrees to provide the PO information or PO document to Docusign at its earliest convenience by sending to POSubmissuonG docusu�n — referencing this Quote Number, but agrees to still process payment per the agreed upon terms. If Customer has attached a PO (or other document) to this Order Form, Customer acknowledges and agrees that any additional or conflicting terms appearing in such PO (or any other document) are invalid. Page 3 of 4 Docusign Envelope ID: FC6E40AE-953A-4943-BOE6-B1E4FA78F445 By signing this Agreement, I certify that I am authorized to sign on behalf of the Customer and agree to the Terms and Conditions of this Order Form and any documents incorporated herein. Customer Signature: Name: Job Title: Date: Docusign, Signed by: Inc. �t,SSit& 0-'rbin,I"r Signature' 25CDD234E45A446.. Name: Jessica O'Connor Job Title: sr. Manager, Revenue operations Date: October 15, 2024 Page 4 of 4 Docusign Envelope ID: FC6E40AE-953A-4943-BOE6-B1E4FA78F445 Certificate Of Completion Envelope Id: 877CO6E3F6364E9F8OF3599A56D6AE3B Subject: Complete with Docusign: City of Tukwila - Add-on EnvelopeType: Template Name: Source Envelope: Document Pages: 4 Signatures: 1 Certificate Pages: 5 Initials: 1 AutoNav: Enabled Envelopeld Stamping: Enabled Time Zone: (UTC -08:00) Pacific Time (US & Canada) Record Tracking Status: Original 10/15/2024 7:35:06 AM Signer Events Matt Felch Matt.Felch@docusign.com Contract Specialist Signing Group: AOR Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Accepted: 12/8/2023 10:49:22 AM ID: 983d1199-cedc-4aad-8481-al d3d965b358 Jessica O'Connor Jessica.00onnor@docusign.com Sr. Manager, Revenue Operations DocuSign, Inc. Signing Group: AOA Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Accepted: 8/30/2024 12:38:07 PM ID: b22448aa-79f1-44f8-Sfcc-b853e6Ofc801 In Person Signer Events Editor Delivery Events Agent Delivery Events Intermediary Delivery Events Certified Delivery Events Carbon Copy Events Witness Events Notary Events Holder: Jennifer Drouillard jennifer.drouillard@docusign.com Signature CDS Signature Adoption: Pre -selected Style Using IP Address: 24.15.64.173 ESigned by: I , ussiCa. i'iCb�n.tnhr ���...___...___ 25C D0234E45A44B... Signature Adoption: Pre -selected Style Using IP Address: 136.24.154.14 Signature Status Status Status Status Status Signature Signature Status: Completed Envelope Originator: Jennifer Drouillard 221 Main Street Suite 1000 San Francisco, CA 94105 jennifer.drouillard@docusign.com IP Address: 76.32.211.123 Location: DocuSign Timestamp Sent: 10/15/2024 7:36:56 AM Viewed: 10/15/2024 8:38:52 AM Signed: 10/15/2024 8:39:25 AM Sent: 10/15/2024 8:39:27 AM Viewed: 10/15/2024 8:40:04 AM Signed: 10/15/2024 8:40:07 AM Timestamp Timestamp Timestamp Timestamp Timestamp Timestamp Timestamp Timestamp Docusign Envelope ID: FC6E40AE-953A-4943-BOE6-B1E4FA78F445 Envelope Summary Events Status Envelope Sent Hashed/Encrypted Certified Delivered Security Checked Signing Complete Security Checked Completed Security Checked Payment Events Status Electronic Record and Signature Disclosure Timestamps 10/15/2024 7:37:07 AM 10/15/2024 8:40:04 AM 10/15/2024 8:40:07 AM 10/15/2024 8:40:07 AM Timestamps Docusign Envelope ID: FC6E40AE-953A-4943-BOE6-B1E4FA78F445 32 PM Parties agreed to: Matt Felch, Jessica O'Connor ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, DocuSign, Inc. (we, us or Company) may be required by law to provide to you certain written notices or disclosures. Described below are the terms and conditions for providing to you such notices and disclosures electronically through the DocuSign, Inc. (DocuSign) electronic signing system. Please read the information below carefully and thoroughly, and if you can access this information electronically to your satisfaction and agree to these terms and conditions, please confirm your agreement by clicking the `I agree' button at the bottom of this document. Getting paper copies At any time, you may request from us a paper copy of any record provided or made available electronically to you by us. You will have the ability to download and print documents we send to you through the DocuSign system during and immediately after signing session and, if you elect to create a DocuSign signer account, you may access them for a limited period of time (usually 30 days) after such documents are first sent to you. After such time, if you wish for us to send you paper copies of any such documents from our office to you, you will be charged a $0.00 per -page fee. You may request delivery of such paper copies from us by following the procedure described below. Withdrawing your consent If you decide to receive notices and disclosures from us electronically, you may at any time change your mind and tell us that thereafter you want to receive required notices and disclosures only in paper format. How you must inform us of your decision to receive future notices and disclosure in paper format and withdraw your consent to receive notices and disclosures electronically is described below. Consequences of changing your mind If you elect to receive required notices and disclosures only in paper format, it will slow the speed at which we can complete certain steps in transactions with you and delivering services to you because we will need first to send the required notices or disclosures to you in paper format, and then wait until we receive back from you your acknowledgment of your receipt of such paper notices or disclosures. To indicate to us that you are changing your mind, you must withdraw your consent using the DocuSign `Withdraw Consent' form on the signing page of a DocuSign envelope instead of signing it. This will indicate to us that you have withdrawn your consent to receive required notices and disclosures electronically from us and you will no longer be able to use the DocuSign system to receive required notices and consents electronically from us or to sign electronically documents from us. All notices and disclosures will be sent to you electronically Unless you tell us otherwise in accordance with the procedures described herein, we will provide electronically to you through the DocuSign system all required notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you during the course of our relationship with you. To reduce the chance of you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required notices and disclosures to you by the same method and to the same address that you have given us. Thus, you can receive all the disclosures and notices electronically or in paper format through the paper mail delivery system. If you do not agree with this process, please let us know as described below. Please also see the paragraph immediately above that describes the consequences of your electing not to receive delivery of the notices and disclosures electronically from us. Docusign Envelope ID: FC6E40AE-953A-4943-BOE6-B1E4FA78F445 How to contact DocuSign, Inc.: You may contact us to let us know of your changes as to how we may contact you electronically, to request paper copies of certain information from us, and to withdraw your prior consent to receive notices and disclosures electronically as follows: To contact us by paper mail, please send correspondence to: DocuSign, Inc. 221 Main St., Suite 1000 San Francisco, CA 94105 To advise DocuSign, Inc. of your new e-mail address To let us know of a change in your e-mail address where we should send notices and disclosures electronically to you, you must send an email message to us at and in the body of such request you must state: your previous e-mail address, your new e-mail address. Please reach out to the sender of the envelope if you want to change your email address.. In addition, you must notify DocuSign, Inc. to arrange for your new email address to be reflected in your DocuSign account by following the process for changing e-mail in the DocuSign system. To request paper copies from DocuSign, Inc. To request delivery from us of paper copies of the notices and disclosures previously provided by us to you electronically, you must send us an e-mail to and in the body of such request you must state your e-mail address, full name, US Postal address, and telephone number. We will bill you for any fees at that time, if any. Please reach out to the sender of the envelope if you want to request paper copies. To withdraw your consent with DocuSign, Inc. To inform us that you no longer want to receive future notices and disclosures in electronic format you may: i. decline to sign a document from within your DocuSign session, and on the subsequent page, select the check -box indicating you wish to withdraw your consent, or you may; ii. send us an e-mail to and in the body of such request you must state your e-mail, full name, US Postal Address, and telephone number. Please reach out to the sender of the envelope if you want to withdraw your consent.. The consequences of your withdrawing consent for online documents will be that transactions may take a longer time to process.. hardware and software ;Windows® 2000, Windows® XP, Windows Vista©; Mac OS® X Systems: Final release versions of Internet Explorer® 6.0 or above (Windows only); Mozilla Firefox 2.0 or above (Windows and Mac); SafariTM 3.0 or above (Mac only) Docusign Envelope ID: FC6E40AE-953A-4943-BOE6-B1E4FA78F445 PDF Reader: Acrobat© or similar software may required to view and print PDF files * * These minimum requirements are subject to change. If these requirements change, you will be asked to re -accept the disclosure. Pre-release (e.g. beta) versions of operating systems and browsers are not supported. Acknowledging your access and consent to receive materials electronically To confirm to us that you can access this information electronically, which will be similar to other electronic notices and disclosures that we will provide to you, please verify that you were able to read this electronic disclosure and that you also were able to print on paper or electronically save this page for your future reference and access or that you were able to e-mail this disclosure and consent to an address where you will be able to print on paper or save it for your future reference and access. Further, if you consent to receiving notices and disclosures exclusively in electronic format on the terms and conditions described above, please let us know by clicking the `I agree' button below. By checking the `I agree' box, I confirm that: I can access and read this Electronic CONSENT TO ELECTRONIC RECEIPT OF ELECTRONIC RECORD AND SIGNATURE DISCLOSURES document; and I can print on paper the disclosure or save or send the disclosure to a place where I can print it, for future reference and access; and Until or unless I notify DocuSign, Inc. as described above, I consent to receive from exclusively through electronic means all notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to me by DocuSign, Inc. during the course of my relationship with you. Docusign Envelope ID: FC6E40AE-953A-4943-BOE6-B1E4FA78F445 DocuSign, Inc. U ^ � ww AWAft 221 Main Street, Suite 1550 San Francisco, CA 94105 Address Information Bill To: City of Tukwila 6200 Southcenter Blvd, Tukwila, WA, 98188 United States Billing Contact Name: Mike Marcum Billing Email Address: mike.marcum@tukwilawa.gov Billing Phone: 206-454-7571 Order Details Order Start Date: Jan 6, 2024 Order End Date: Jan 5, 2025 Billing Frequency: Annual Products 24-003 Council Approval N/A Offer Valid Through: Jan 5, 2024 Prepared By: Nicole Ruiz Quote Number: Q-01361217 Ship To: City of Tukwila 6200 Southcenter Blvd, Tukwila, WA, 98188 United States Shipping Contact Name: Mike Marcum Shipping Email Address: mike.marcum@tukwilawa.gov Shipping Phone: 206-454-7571 Payment Method: Check Payment Terms: Net 30 Currency: USD Grand Total: $17,619.84 Product Details eSignature Envelope Allowance: 4,000 Docusign Envelope ID: FC6E40AE-953A-4943-BOE6-B1E4FA78F445 Overage/Usage Fees eSignature Business Pro Edition - Envelope Subs. (Per Transaction): $5.80 Order Special Terms Terms & Conditions This Order Form covers the products and services described herein and is governed by the attached terms and conditions. The Single Sign -On Implementation Services indicated in the Products table above will be available to Customer during the longer of 90 days from the Order Start Date or the End Date stated in the Product table. The availability of the SSO services shall only be valid for such specified time period; no refunds will be provided for services not used by Customer during the specified time period. If the service needs to be extended, a Change Order defining the new services End Date must be signed before the original Order End Date has been reached. The new Order End Date cannot exceed six months from the originally contracted Order End Date identified on the Order Form. If the Professional Service is sold on the same Order Form as the subscription, the Project End Date cannot exceed the subscription End Date. The service can only be extended one time. Any further need to retain project resources will require a new contract. Billing Information Prices shown above do not include any state and local taxes that may apply. Any such taxes are the responsibility of the Customer and will appear on the final Invoice. Is the contracting entity exempt from sales tax? Please select Yes or No: If yes, please send the required tax exemption documents immediately to Invoices for this order will be emailed automatically from ii„ny ii ii,n„g„ ; ,,irpg,n,,,.coi mi. Please make sure this email is on an approved setting or safe senders list so notifications do not go to a junk folder or caught in a spam filter. Page 2 of 3 Docusign Envelope ID: FC6E40AE-953A-4943-BOE6-B1E4FA78F445 Purchase Order Information Is a Purchase Order ("PO") required for the purchase or payment of the products on this Order Form? Please select: Yes No By marking "No", Customer agrees to process payment for any invoices issued pursuant to this Order Form without a PO Number. If yes, please complete the following information, and attach your PO (if available), and the invoice will be issued referencing such PO Number: PO Number: Please attach PO Attachment here: If "Yes" is marked, but a PO Number is not provided or a PO document is not attached, then Customer agrees to provide the PO information or PO document to DocuSign at its earliest convenience by sending to N'(,") �„L�Ibirm„Iii, , ii,��,n.C, 2.p, i!g.2 ��,irm„�„ referencing this Quote Number, but agrees to still process payment per the agreed upon terms. If Customer has attached a PO (or other document) to this Order Form, Customer acknowledges and agrees that any additional or conflicting terms appearing in such PO (or any other document) are invalid. By signing this Agreement, I certify that I am authorized to sign on behalf of the Customer and agree to the Terms and Conditions of this Order Form and any documents incorporated herein. Customer DocuSign, DocuSigned by: DocuSigned by: Inc. Signature Signature: C °U"`�v 6BSSA52A083E408... 1353B75946D140A... Name: Joel Bush Name: Beatriz Benjamin Job Title: CTO Job Title: senior Manager, Revenue operations Date:1/12/2024 1 9:41 AM PST Date:7anuary 10, 2024 DS APPROVED AS TO FORM BY CITY ATTORNEY 1/17/24 APPROVAL ON FILE. Page 3 of 3 Docusign Envelope ID: FC6E40AE-953A-4943-BOE6-B1E4FA78F445 DOCUSIGN MASTER SERVICES AGREEMENT This DocuSign Master Services Agreement ("MSA") is made between DocuSign, Inc., a Delaware corporation ("DocuSign"), and City of Tukwila ("Customer"), together referred to as the "Parties" and each individually as a "Party", as of the date of last signature below (the "MSA Effective Date"). The Parties hereby agree to the terms and conditions of this MSA, including any specific services terms, product details and any applicable license and/or subscription terms will be set forth in applicable DocuSign., eirvucq,Sclhned,ulle„ s wind Att«achments (located at Ihttips:://www„e1a:.ncu.isi_gn e�anmllleg�all/terirns and co n,d,iit,iio n; /rnn a -service �c;lheddn;�,Iles), Order Form(s) and SOW(s), each of which become binding on the Parties and are incorporated into this MSA upon execution of an Order Form and/or SOW. Each Order Form and/or SOW is governed by and incorporates the following documents in effect as of the effective date of the applicable Order Form or SOW, collectively referred to as the "Agreement", that consists of: 1. the Order Form and/or Statement of Work; 2. any attachments, addenda, and/or appendix(ices) to this MSA or a Service Schedule; 3. Service Schedule(s); and 4. this MSA. The applicable attachment(s), addenda, appendix(ices), and Service Schedule(s) is determined by the DocuSign Service(s) purchased on the Order Form and/or SOW. In the event of a conflict, the order of precedence is as set out above in descending order of control. MSA Version: November 14, 2022 TABLE OF CONTENTS 1. l".)efi nitiions 2. Uaa'ge and Access (Rights 3. Owrnnshil ,,,,,,,,,,,,,,,,,,,,,,,,,,,,, ,,,,,,,,,,,,,,,,,,,,,,,,,,, 4. SecuirWand Customer I)ata ,,,,„,,,, ,p;, ; 5. Il cavi rnent of II 'ees ............... 6.Taxes 7. Termand "Tenrniiirnatiion 8. Warranties and l'..)iisclaiimers 9. Tlhiir�:l 11 party Cllairm; 10. Il....ii.rmiitation of I1....iibiill.ity ............................................................................................................. 11. C.22Lentiialliily ,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,„,,,,,,,,,,,,,,,,,,,,,,,,,,,,, 12. Ooverirning ll,, u an,,d Veirnue 13. Qeg. neirM .................................................. 1. DEFINITIONS "Account” means a unique account established by Customer to enable its Authorized Users to access and use a DocuSign Service. "Account Administrator” is an Authorized User who is assigned and expressly authorized by Customer as its agent to manage Customer's Account, including, without limitation, to configure administration settings, assign access and use authorizations, request different or additional services, provide usage and performance reports, manage templates, execute approved campaigns and events, assist in third - party product integrations, and to receive privacy disclosures. Customer may appoint an employee or a third -party business partner or contractor to act as its Account Administrator and may change its designation at any time through its Account. "Affiliate" of a Party means any entity that the Party directly or indirectly owns or controls more than fifty percent (50%) of the voting interests of the subject entity. Any legal entity will be considered a Party's Affiliate as long as that interest is maintained. "Authorized User" means one individual natural person, whether an employee, business partner, contractor, or agent of Customer or its Affiliates who is registered by Customer in Customer's Account to use the DocuSign Services. An Authorized User must be identified by a unique email address and user name, and two or more persons may not use the DocuSign Services as the same Authorized User. If the Authorized User is not an employee of Customer, use of the DocuSign Services will be allowed only if the Page 1 of 12 Docusign Envelope ID: FC6E40AE-953A-4943-BOE6-B1E4FA78F445 user is under confidentiality obligations with Customer at least as restrictive as those in the Agreement and is accessing or using the DocuSign Services solely to support Customer's and/or Customer Affiliates' internal business purposes. For clarification, "internal business purposes" includes the sending of eDocuments to third party recipients for purposes of supporting Customer's business activities, including the sending of eDocuments to Customer's suppliers and customers for review and signature. "Confidential Information" means: (a) for DocuSign and its Affiliates, the DocuSign Services, Documentation and other related technical information, security policies and processes, product roadmaps, and pricing; (b) for Customer and its Affiliates, Customer Data; (c) any other information of a Party or its Affiliates that is disclosed in writing or orally and is designated as confidential or proprietary at the time of disclosure to the Party, including its Affiliates, receiving Confidential Information ("Recipient") (and, in the case of oral disclosures, summarized in writing and delivered to the Recipient within thirty (30) days of the initial disclosure), or that due to the nature of the information the Recipient should reasonably understand it to be confidential information of the disclosing Party; and (d) the terms and conditions of the Agreement between the Parties. Confidential Information does not include any information that: (i) was or becomes generally known to the public through no fault or breach of the Agreement by the Recipient; (ii) was rightfully in the Recipient's possession at the time of disclosure without restriction on use or disclosure; (iii) was independently developed by the Recipient without use of or reference to the disclosing Party's Confidential Information; or (iv) was rightfully obtained by the Recipient from a third party not under a duty of confidentiality and without restriction on use or disclosure. "Customer Data" means any content, eDocuments, materials, data and information that Customer or its Authorized Users enter into the DocuSign Services, including, but not limited to, any Customer personal data and information contained in eDocuments. Customer Data does not include any component of the DocuSign Services or material provided by or on behalf of DocuSign. "Documentation" means DocuSign's then -current technical and functional documentation for the DocuSign Services as made generally available by DocuSign. "DocuSign Service(s)" means the services provided by DocuSign under an Order Form or SOW, and may include software, source code, or other technology licensed to DocuSign from third parties and embedded into the services that DocuSign provides to Customer. Notwithstanding the foregoing, DocuSign Services do not include Third -Party Services (defined below). "eDocument" refers to a contract, notice, disclosure, or other record or document generated using or deposited into the DocuSign Service for processing. "Indemnified Party(ies)" means the Party (whether DocuSign or Customer) being indemnified under Section 9 (Third -Party Claims), including its employees, directors, agents, and representatives. "Indemnifying Party(ies)" means the Party (whether DocuSign or Customer) that is providing indemnification under Section 9 (Third -Party Claims). "Order End Date" means the end date for provision of a respective DocuSign Service specified in a corresponding Order Form or SOW. "Order Form" means the order form provided by DocuSign that sets forth the pricing and the DocuSign Services selected by Customer. "Order Start Date" means the start date for provision of a respective DocuSign Service specified in a corresponding Order Form or SOW. "Professional Services" means any integration, consulting, architecture, training, transition, configuration, administration, and similar ancillary DocuSign Services that are set forth in an Order Form or Statement of Work ("SOW"). "Service Schedule" means the service -specific terms and conditions applicable to the DocuSign Service(s). "System" means the software systems and programs, the communication and network facilities, and the hardware and equipment used by DocuSign or its agents to make available the DocuSign Services via the Internet. "Third -Party Services" means services, software, products, applications, integrations, and other features or offerings that are provided by Customer or obtained by Customer from a third party. Page 2 of 12 Docusign Envelope ID: FC6E40AE-953A-4943-BOE6-B1E4FA78F445 2. USAGE AND ACCESS RIGHTS 2.1 Right to Use. DocuSign will provide the DocuSign Services to Customer as set forth in the Order Form and/or SOW. Subject to the terms and conditions of the Agreement, DocuSign grants to Customer a worldwide, limited, non-exclusive, non -transferable right and license during the Term, solely for its and its Affiliates' internal business purposes, and in accordance with the Documentation, to: (a) access and use the DocuSign Services; (b) implement, configure, and through its Account Administrator, permit its Authorized Users to access and use the DocuSign Services; and (c) access and use the Documentation. Customer will ensure that its Affiliates and all Authorized Users using the DocuSign Services under its Account comply with all of Customer's obligations under the Agreement, and Customer is responsible for their acts and omissions relating to the Agreement as though they were those of Customer. A Customer Affiliate may enter into an Order Form or SOW directly with DocuSign under this MSA by a mutually executed Order Form or SOW that references this MSA. In such event: (i) the Customer Affiliate will be bound by this MSA and will be fully responsible for its liabilities and obligations under the applicable Order Form or SOW; and (ii) all references to "Customer" in the Agreement will be deemed references to the Customer Affiliate set forth on the Order Form or SOW for purposes of defining the rights and obligations of the Parties hereunder. 2.2 Restrictions. Customer shall not, and shall not permit its Authorized Users or others under its control to, do the following with respect to the DocuSign Services: (a) use the DocuSign Services, or allow access to it, in a manner that circumvents contractual usage restrictions or that exceeds Customer's authorized use set forth in the Agreement, including the applicable Order Form or SOW; (b) license, sub -license, sell, re -sell, rent, lease, transfer, distribute, time share or otherwise make any portion of the DocuSign Services or Documentation available for access by third parties except as otherwise expressly provided in the Agreement; (c) access or use the DocuSign Services or Documentation for the purpose of: (i) developing or operating products or services intended to be offered to third parties in competition with the DocuSign Services, or (ii) allowing access to its Account by a direct competitor of DocuSign; (d) reverse engineer, decompile, disassemble, or copy any of the DocuSign Services or technologies, or otherwise attempt to derive source code or other trade secrets or create any derivative works from or about any of the DocuSign Services or technologies, or use the machine - learning algorithm output generated from the DocuSign Services to train, calibrate, or validate, in whole or in part, any other systems, programs or platforms, or for benchmarking, software - development, or other competitive purposes, except pursuant to Customer's non-waivable rights under applicable law, without DocuSign's written consent; (e) use the DocuSign Services or Documentation in a way that: (i) violates or infringes upon the rights of a third party, including those pertaining to: contract, intellectual property, privacy, or publicity; or (ii) effects or facilitates the storage or transmission of libelous, tortious, or otherwise unlawful material including, but not limited to, material that is harassing, threatening, or obscene; (f) use the DocuSign Services to create, use, send, store, or run viruses or other harmful computer code, files, scripts, agents, or other programs, or circumvent or disclose the user authentication or security of the DocuSign Services or any host, network, or account related thereto or use any aspect of the DocuSign Services components other than those specifically identified in an Order Form or SOW, even if technically possible; or (g) use, or allow the use of, the DocuSign Services in violation of Section 13.5 (Trade Restrictions). 2.3 Suspension of Access. DocuSign may suspend any use of the DocuSign Services or remove or disable any Account or content that DocuSign reasonably and in good faith believes violates Section 2.2 above. DocuSign will use commercially reasonable efforts to notify Customer prior to any such suspension or disablement, unless DocuSign reasonably believes that: (a) it is prohibited from doing so under applicable law or under legal process (such as court or government administrative agency processes, orders, mandates, and the like); or (b) it is necessary to delay notice in order to prevent imminent harm to the DocuSign Services or a third party. Under circumstances where notice is delayed, DocuSign will provide notice if and when the related restrictions in the previous sentence no longer apply. Page 3 of 12 Docusign Envelope ID: FC6E40AE-953A-4943-BOE6-B1E4FA78F445 2.4 Third -Party Services. Customer may choose to obtain Third -Party Services from third parties and/or DocuSign (for example, through a reseller arrangement or otherwise). Any acquisition by Customer of Third -Party Services is solely between Customer and the applicable Third -Party Service provider and DocuSign does not warrant, support, or assume any liability or other obligation with respect to such Third -Party Services, unless expressly provided otherwise in the Order Form or the Agreement. In the event Customer chooses to integrate or interoperate Third -Party Services with DocuSign Services in a manner that requires DocuSign or the DocuSign Services to exchange Customer Data with such Third - Party Service or Third -Party Service provider, Customer: (a) grants DocuSign permission to allow the Third -Party Service and Third -Party Service provider to access Customer Data and information about Customer's usage of the Third -Party Services as appropriate and necessary to enable the interoperation of that Third -Party Service with the DocuSign Services; (b) acknowledges that any exchange of data between Customer and any Third -Party Service is solely between Customer and the Third -Party Service provider and is subject to the Third -Party Service provider's terms and conditions governing the use and provision of such Third -Party Service (the presentation and manner of acceptance of which is controlled solely by the Third -Party Service provider); and (c) agrees that DocuSign is not responsible for any disclosure, modification or deletion of Customer Data resulting from access to such data by Third -Party Services and Third -Party Service providers. 3. OWNERSHIP 3.1 Customer Data. Customer Data processed using the DocuSign Services is and will remain, as between Customer and DocuSign, owned by Customer. Customer hereby grants DocuSign the right to process, transmit, store and disclose Customer Data in order to provide the DocuSign Services to Customer, solely in accordance with the terms of the Agreement and subject to the terms of Section 11.2 (Required Disclosure) below. 3.2 DocuSign Services. DocuSign, its Affiliates, or its licensors own all right, title, and interest in and to any and all copyrights, trademark rights, patent rights, database rights, and other intellectual property or other rights in and to the DocuSign Services and Documentation, any improvements, design contributions, or derivative works thereto, and any knowledge or processes related thereto (including any machine learning algorithms output from the DocuSign Services) and/or provided hereunder. 3.3 Professional Services. Unless otherwise specified in the applicable SOW, all deliverables provided by or for DocuSign in the performance of Professional Services, excluding Customer Data and Customer Confidential Information, are owned by DocuSign and constitute part of the Professional Service(s) under the Agreement. Effective only as of final payment by Customer to DocuSign of all amounts required by an Order Form or SOW, and subject to the terms and conditions of the Agreement, DocuSign grants to Customer a nonexclusive, for the duration of legal protection, worldwide, royalty -free license to use deliverables created for Customer during performance of Professional Services ("Work Product") provided to Customer under the Order Form or SOW, solely for purposes of Customer's internal business operations only. This license includes permission to make copies of the provided Work Product for such internal use but not permission to distribute the Work Product or any copies of them. 3.4 Feedback. DocuSign encourages Customer to provide suggestions, proposals, ideas, recommendations, or other feedback regarding improvements to DocuSign Services and related resources ("Feedback"). To the extent Customer provides Feedback, Customer grants to DocuSign and its Affiliates a royalty -free, fully paid, sub -licensable, transferable (notwithstanding Section 13.2 (Assignability)), non-exclusive, irrevocable, perpetual, worldwide right and license to make, use, sell, offer for sale, import, and otherwise exploit Feedback (including by incorporation of such feedback into the DocuSign Services) without restriction. Customer shall ensure that: (a) Feedback does not identify Customer, its Affiliates, or Authorized Users, or include any Customer Data; and (b) Customer has obtained requisite authorization from any Authorized User or other third party to grant the license described herein. For the avoidance of doubt, Feedback does not constitute Customer Confidential Information. 4. SECURITY AND CUSTOMER DATA 4.1 Security. DocuSign will use commercially reasonable industry standard security technologies in providing the DocuSign Services. DocuSign has implemented and will maintain appropriate technical and organizational measures, including information security policies and safeguards, designed to preserve the security, integrity, and confidentiality of Customer Data and Customer personal data and to protect against unauthorized or unlawful disclosure or corruption of or access to such data in accordance Page 4 of 12 Docusign Envelope ID: FC6E40AE-953A-4943-BOE6-B1E4FA78F445 with the Security Attachment for DocuSign Services found at: I.ht1ps:J/w ..docusi_n,.coirn/coin any/terms and;;;; c(.)irodiit,i,cans/s c;urity att«aohinnerot d��cGMsiialn serviices. Additional or differing security obligations, if any, will be expressly set forth in the applicable Service Schedule, Order Form, or separate written agreement between the Parties. 4.2 Customer Data. Customer is responsible for Customer Data (including Customer personal data) as entered into, supplied or used by Customer and its Authorized Users in the DocuSign Services. Further, Customer is solely responsible for determining the suitability of the DocuSign Services for Customer's business and complying with any applicable data privacy and protection regulations, laws or conventions applicable to Customer Data and Customer's use of the DocuSign Services. Customer grants to DocuSign the non-exclusive right to process Customer Data (including personal data) in accordance with the Data Protection Attachment for DocuSign Services found at: h.1trp,,./„/,,,,,,,,,,,,,,,,,,,,,;w...docu,si, n„ca:..)inn/c(:..)m air henns «aired condiitiia:.)iris/data rotectiion attachmeirnt, for the sole purpose of and only to the extent necessary for DocuSign: (a) to provide the DocuSign Services; (b) to verify Customer's compliance with the restrictions set forth in Section 2.2 (Restrictions) if DocuSign has a reasonable belief of Customer's non-compliance; and (c) as otherwise set forth in the Agreement. 4.3 Usage Data. DocuSign may collect and use data, information, or insights generated or derived from the use of the DocuSign Services ("Usage Data") for its business purposes, including industry analysis, benchmarking, analytics, marketing, and developing, training and improving its products and services. Before doing so, DocuSign will deidentify and anonymize all Usage Data in such manner that does not allow for the identification of Customer Data, or Customer's Confidential Information, and will disclose such Usage Data in aggregate form only. 5. PAYMENT OF FEES 5.1 Fees. Except as expressly set forth in the applicable Order Form or SOW, Customer will pay all fees set forth in the Order Form or SOW in accordance with the following: (a) DocuSign Services fees are invoiced annually in advance; (b) the first invoice will coincide with the Order Start Date of an Order Form or the effective date of a SOW; (c) payment will be due within thirty (30) days from the date of the invoice; and (d) all amounts will be denominated and payable in the currency specified in the Order Form and/or SOW. Unless otherwise agreed to by the Parties and expressly noted in the Order Form and/or SOW, invoices will be sent to Customer via email. Upon execution by Customer and DocuSign, each Order Form and/or SOW is non -cancellable and non-refundable except as provided in the Agreement, and the Term as set forth in the Order Form for DocuSign Services is a continuous and non -divisible commitment for the full duration of the Term regardless of any invoice schedule. Customer may withhold from payment any charge or amount disputed by Customer in good faith pending resolution of such dispute, provided that Customer: (i) notifies DocuSign of the dispute prior to the date such payment is due, specifying in such notice (A) the amount in dispute, and (B) the reason for the dispute set out in sufficient detail to facilitate investigation by DocuSign and resolution by the Parties; (ii) makes timely payment of all undisputed charges and amounts; (iii) works diligently with DocuSign to resolve the dispute promptly; and (iv) pays all amounts that are determined to be payable by resolution of the dispute (by adversarial proceedings, agreement or otherwise) within thirty (30) days following such resolution. 5.2 Purchase Orders. If Customer issues a purchase order, then it shall be for the full amount set forth in the applicable Order Form or SOW, and DocuSign hereby rejects any additional or conflicting terms appearing in a purchase order or any other ordering materials submitted by Customer, and conditions assent solely based on the terms and conditions of the Agreement as offered by DocuSign. Upon request, DocuSign shall reference the purchase order number on its invoices, provided, however, that Customer acknowledges that it is Customer's responsibility to provide the corresponding purchase order information (including a purchase order number) to DocuSign upon the signing of any Order Form. Customer agrees that a failure to provide DocuSign with the corresponding purchase order shall not relieve Customer of its obligations to provide payment to DocuSign pursuant to Section 5.1 (Fees) above. 5.3 Offsets; Late Charges; Attorneys' Fees. If DocuSign owes any amounts to Customer that are not derived from the Agreement, such amounts will not be withheld or offset against any invoice issued under the Agreement. DocuSign may assess late charges equal to the lesser of one and one-half percent (1.5%) of the unpaid balance per month or the highest rate permitted by applicable law. Customer will be responsible for any reasonable attorneys' fees, costs, and expenses incurred by DocuSign to collect any amounts that are not paid when due. If Customer fails to timely pay any amounts due under the Agreement, then without limitation of any of its other rights or remedies, DocuSign may, upon prior written Page 5 of 12 Docusign Envelope ID: FC6E40AE-953A-4943-BOE6-B1E4FA78F445 notice to Customer, suspend performance of those DocuSign Services until DocuSign receives all past due amounts from Customer. 6. TAXES 6.1 Tax Responsibility. All payments required by the Agreement are stated exclusive of all taxes, duties, levies, imposts, fines or similar governmental assessments, including sales and use taxes, value- added taxes ("VAT"), goods and services taxes ("GST"), excise, business, service, and similar transactional taxes imposed by any jurisdiction and the interest and penalties thereon (collectively, "Taxes"). Without limiting the foregoing, Customer shall be responsible for and bear Taxes associated with its purchase of, payment for, access to or use of the DocuSign Services. Taxes shall not be deducted from the payments to DocuSign, except as required by law, in which case Customer shall increase the amount payable as necessary so that after making all required deductions and withholdings, DocuSign receives and retains (free from any Tax liability) an amount equal to the amount it would have received had no such deductions or withholdings been made. If Customer claims tax exempt status for amounts due under the Agreement, it shall provide DocuSign with a valid tax exemption certificate (authorized by the applicable governmental authority) to avoid application of Taxes to Customer's invoice. Each Party is responsible for and shall bear Taxes imposed on its net income. Customer hereby confirms that DocuSign can rely on the ship -to name and address set forth in the Order Form(s) or SOW Customer places directly with DocuSign as being the place of supply for Tax purposes. The Parties' obligations under this Section 6.1 (Tax Responsibility) shall survive the termination or expiration of the Agreement. 6.2 Invoicing Taxes. If DocuSign is required to invoice or collect Taxes associated with Customer's purchase of, payment for, access to or use of the DocuSign Services, DocuSign will issue an invoice to Customer including the amount of those Taxes, itemized where required by law. If applicable, Customer shall provide to DocuSign its VAT, GST or similar tax identification number(s) on the Order Form or SOW. Customer shall use the ordered DocuSign Services for Customer's business use in the locations set forth on the Order Form or SOW in accordance with the provided VAT or GST identification number(s). 7. TERM AND TERMINATION 7.1 Term. The term of an Order Form and any associated Service Schedule(s) is the period of time that begins on the Order Start Date and, unless terminated sooner as provided herein, will continue until the Order End Date, both dates as specified on the Order Form (the "Term"). In the case of a SOW for Professional Services, if no end date is specified in the SOW, then the SOW shall expire upon completion of Professional Services or early termination as permitted by the Agreement. The term of this MSA and the Agreement shall continue as long as an Order Form or SOW referencing or incorporated into this MSA remains valid and in effect. Termination or expiration of any Order Form or SOW shall leave other Order Forms or SOWs unaffected. 7.2 Termination for Breach; Termination for Insolvency. If either Party commits a material breach or default in the performance of any of its obligations under the Agreement, then the other Party may terminate the Agreement in its entirety by giving the defaulting Party written notice of termination, unless the material breach or default in performance is cured within thirty (30) days after the defaulting Party receives notice thereof. Either Party may terminate the Agreement in its entirety upon written notice if the other Party becomes the subject of a petition in bankruptcy or any proceeding related to its insolvency, receivership or liquidation, in any jurisdiction, that is not dismissed within sixty (60) days of its commencement, or an assignment for the benefit of creditors. If Customer terminates the Agreement for DocuSign's breach, pursuant to this Section 7.2, that is incapable of cure, DocuSign will provide a prorated refund to Customer for any prepaid fees received by DocuSign under the Agreement that correspond to the unused portion of the Term. 7.3 Post -Termination Obligations. If the Agreement expires or is terminated for any reason: (a) Customer will pay to DocuSign any amounts that have accrued before, and remain unpaid as of, the effective date of the expiration or termination; (b) any and all liabilities of either Party to the other Party that have accrued before the effective date of the expiration or termination will survive; (c) licenses and use rights granted to Customer with respect to the DocuSign Services and related intellectual property will immediately terminate; (d) DocuSign's obligation to provide any further DocuSign Services to Customer under the Agreement will immediately terminate, except any such DocuSign Services that are expressly to be provided following the expiration or termination of the Agreement; and (e) the Parties' rights and obligations under Sections 4.3, 6.1, 7.3, 7.4, 8.4, and 10 through 13 will survive. Page 6 of 12 Docusign Envelope ID: FC6E40AE-953A-4943-BOE6-B1E4FA78F445 7.4 Retrieval of Customer Data and Transition Services. During the Term, Customer may extract Customer Data from the DocuSign Services as described in the Documentation and the applicable Service Schedule. If, upon termination or expiration of the Agreement, Customer has failed to retrieve its Customer Data and/or if Customer otherwise requires further support from DocuSign in relation to such termination or expiration, Customer may request and DocuSign will provide: (a) assistance in retrieving Customer Data and completed eDocuments still remaining in the DocuSign Services, and/or (b) other reasonable transition assistance, the details of which will be set forth in a mutually agreed upon Statement of Work between the Parties at DocuSign's then -current rates for such services. 8. WARRANTIES AND DISCLAIMERS 8.1 DocuSign Service Warranties. DocuSign warrants that: (a) during the applicable Term, the DocuSign Services, when used as authorized under the Agreement, will perform substantially in conformance with the Documentation associated with the applicable DocuSign Services; (b) DocuSign will use commercially reasonable efforts to ensure that the DocuSign Services do not introduce files, scripts, agents, or programs intended to do harm, including, for example, viruses, worms, time bombs, and Trojan horses into Customer's system; and (c) the operation of its business as it relates to the DocuSign Services will comply with all applicable laws and regulations. Customer's sole and exclusive remedy for any breach of the warranties in 8.1(a) and (b) above by DocuSign is for DocuSign to repair or replace the affected DocuSign Services to make them conform, or, if DocuSign determines that the foregoing remedy is not commercially reasonable, then either Party may terminate the Agreement, and, in such event, DocuSign will provide a prorated refund to Customer for any prepaid fees received by DocuSign under the Agreement that correspond to nonconforming DocuSign Services and the unused portion of the Term. 8.2 DocuSign Professional Services Warranties. If Customer has purchased Professional Services in an Order Form and/or SOW, DocuSign warrants to Customer that the Professional Services will be performed in a competent and workmanlike manner. Customer's exclusive remedy for breach of this warranty is to notify DocuSign in writing within thirty (30) days of the non -conforming Professional Services. Upon receipt of such notice, DocuSign will use commercially reasonable efforts to re -perform the Professional Services in conformance with these warranty requirements. This Section 8.2 (DocuSign Professional Services Warranties) sets forth Customer's exclusive rights and remedies and DocuSign's sole liability in connection with the warranty related to the performance of the Professional Services. 8.3 Mutual Warranties. Each Party represents and warrants that: (a) the Agreement has been duly executed and delivered and constitutes a valid and binding agreement enforceable against it in accordance with the terms of the Agreement; (b) no authorization or approval from any third party is required in connection with its execution of the Agreement; and (c) it is duly organized and validly existing under the laws of the state of its incorporation or formation and has full power and authority to enter into the Agreement and to carry out the provisions hereto. 8.4 DISCLAIMER. EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES STATED IN THE AGREEMENT: (A) NEITHER PARTY MAKES ANY REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED IN FACT OR BY OPERATION OF LAW, OR STATUTORY, AS TO ANY MATTER WHATSOEVER; AND (B) EACH PARTY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND TITLE. 9. THIRD -PARTY CLAIMS 9.1 By DocuSign. DocuSign will defend and, in accordance with Section 9.3 (Procedures), indemnify Customer's Indemnified Parties from and against, any: (a) third -party claim; (b) third -party legal action; or (c) administrative agency action or proceeding (each, a "Claim") to the extent arising from: (i) any actual breach by DocuSign of its confidentiality obligations in the Agreement; and (ii) any alleged infringement of any third -party intellectual property right occurring from Customer's use of the DocuSign Services as authorized under the Agreement. Notwithstanding the foregoing, DocuSign will not be responsible for any Claim due to Customer's or its Authorized User's combination of DocuSign Services with goods or services provided by third parties, including any Third -Party Services; adherence to specifications, designs, or instructions furnished by Customer; or Customer's modification of the DocuSign Services not described in the Documentation or otherwise expressly authorized by DocuSign in writing. Page 7 of 12 Docusign Envelope ID: FC6E40AE-953A-4943-BOE6-B1E4FA78F445 9.2 By Customer. Customer will defend and, in accordance with Section 9.3 (Procedures), indemnify DocuSign's Indemnified Parties from and against, any Claim to the extent arising from any breach by Customer of its obligations under Section 2.2 (e) through (g) (Restrictions). 9.3 Procedures. The Parties' respective obligations in this Section 9 (Third -Party Claims) are conditioned on: (a) the Indemnified Parties giving the Indemnifying Party prompt written notice of the Claim, except that the failure to provide prompt notice will only limit the indemnification obligations to the extent the Indemnifying Party is prejudiced by the delay or failure; (b) the Indemnifying Party being given full and complete control over the defense and settlement of the Claim; and (c) the relevant Indemnified Parties providing assistance in connection with the defense and settlement of the Claim, as the Indemnifying Party may reasonably request. The Indemnifying Party will indemnify the Indemnified Parties against: (i) all damages, costs, and attorneys' fees finally awarded against any of them with respect to any Claim; (ii) all out-of-pocket costs (including reasonable attorneys' fees) reasonably incurred by any of them in connection with the defense of the Claim (other than attorneys' fees and costs incurred without the Indemnifying Party's consent after it has accepted defense of such Claim); and (iii) all amounts that the Indemnifying Party agreed to pay to any third party in settlement of any Claims arising under this Section 9 (Third -Party Claims) and settled by the Indemnifying Party or with its approval. The Indemnifying Party shall not, without the relevant applicable Indemnified Parties' prior written consent, agree to any settlement on behalf of such Indemnified Parties which includes either the obligation to pay any amounts, or any admissions of liability, whether civil or criminal, on the part of any of the Indemnified Parties. 9.4 Infringement Remedy. If Customer is enjoined or otherwise prohibited from using any of the DocuSign Services or a portion thereof based on a Claim covered by DocuSign's indemnification obligations under Section 9.1 (By DocuSign) above, then DocuSign will, at its sole expense and option, either: (a) obtain for Customer the right to use the affected portions of the DocuSign Services; (b) modify the allegedly infringing portions of the DocuSign Services so as to avoid the Claim without substantially diminishing or impairing their functionality; or (c) replace the allegedly infringing portions of the DocuSign Services with items of substantially similar functionality so as to avoid the Claim. If DocuSign determines that the foregoing remedies are not commercially reasonable and notifies Customer of such determination, then either Party may terminate the Agreement, and in such case, DocuSign will provide a prorated refund to Customer for any prepaid fees for the infringing DocuSign Services received by DocuSign under the Agreement that correspond to the unused portion of the Term. The remedies set out in this Section 9 (Third -Party Claims) are Customer's sole and exclusive remedies for any actual or alleged infringement by the DocuSign Services of any third -party intellectual property right. 10. LIMITATION OF LIABILITY 10.1 Exclusion of Damages. EXCEPT FOR THE PARTIES' EXPRESS OBLIGATIONS UNDER SECTION 9 (THIRD -PARTY CLAIMS), UNDER NO CIRCUMSTANCES, AND REGARDLESS OF THE NATURE OF THE CLAIM, SHALL EITHER PARTY (OR THEIR RESPECTIVE AFFILIATES) BE LIABLE TO THE OTHER PARTY FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, COVER, PUNITIVE, OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATED TO THE AGREEMENT, EVEN IF APPRISED OF THE LIKELIHOOD OF SUCH LOSSES. 10.2 Limitation of Liability. EXCEPT FOR: (A) THE PARTIES' EXPRESS OBLIGATIONS UNDER SECTION 9 (THIRD -PARTY CLAIMS); (B) EITHER PARTY'S BREACH OF ITS CONFIDENTIALITY OBLIGATIONS UNDER THE AGREEMENT; (C) DAMAGES RESULTING FROM DEATH OR BODILY INJURY, OR PHYSICAL DAMAGE TO TANGIBLE REAL OR PERSONAL PROPERTY, CAUSED BY EITHER PARTY'S NEGLIGENCE; (D) DAMAGES RESULTING FROM EITHER PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT; AND (E) DOCUSIGN'S RIGHT TO COLLECT UNPAID FEES DUE HEREUNDER, TO THE EXTENT PERMITTED BY LAW, THE TOTAL, CUMULATIVE LIABILITY OF EACH PARTY (AND THEIR RESPECTIVE AFFILIATES) ARISING OUT OF OR RELATED TO THE AGREEMENT WILL BE LIMITED TO THE AMOUNTS PAID BY CUSTOMER FOR THE DOCUSIGN SERVICE(S) DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE FIRST EVENT GIVING RISE TO LIABILITY. THE FOREGOING LIMITATION WILL APPLY WHETHER AN ACTION IS IN CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF STATUTORY DUTY, OR ANY OTHER LEGAL OR EQUITABLE THEORY. 10.3 Independent Allocations of Risk. Each provision of the Agreement that provides for a limitation of liability, disclaimer of warranties, or exclusion of damages represents an agreed allocation of Page 8 of 12 Docusign Envelope ID: FC6E40AE-953A-4943-BOE6-B1E4FA78F445 the risks of the Agreement between the Parties. This allocation is reflected in the pricing offered by DocuSign to Customer and is an essential element of the basis of the bargain between the Parties. Each of these provisions is severable and independent of all other provisions of the Agreement, and each of these provisions will apply even if the warranties in the Agreement have failed of their essential purpose. 11. CONFIDENTIALITY 11.1 Restricted Use and Nondisclosure. During and after the Term, Recipient will: (a) use the Confidential Information of the disclosing Party solely for the purpose for which it is provided; (b) not disclose such Confidential Information to a third party, except on a need -to -know basis to its Affiliates, attorneys, auditors, consultants, and service providers who are under confidentiality obligations at least as restrictive as those contained herein; and (c) protect such Confidential Information from unauthorized use and disclosure to the same extent (but using no less than a reasonable degree of care) that it protects its own Confidential Information of a similar nature. 11.2 Required Disclosure. If Recipient is required by law to disclose Confidential Information of the disclosing Party, Recipient will give prompt written notice to the disclosing Party before making the disclosure, unless prohibited from doing so by legal or administrative process, and cooperate with the disclosing Party to obtain where reasonably available an order protecting the Confidential Information from public disclosure. 11.3 Ownership. Recipient acknowledges that, as between the Parties, all Confidential Information it receives from the disclosing Party, including all copies thereof in Recipient's possession or control, in any media, is proprietary to and exclusively owned by the disclosing Party. Nothing in the Agreement grants Recipient any right, title or interest in or to any of the disclosing Party's Confidential Information. Recipient's incorporation of the disclosing Party's Confidential Information into any of its own materials will not render Confidential Information non -confidential. 11.4 Remedies. Recipient acknowledges that any actual or threatened breach of this Section 11 (Confidentiality) may cause irreparable, non -monetary injury to the disclosing Party, the extent of which may be difficult to ascertain. Accordingly, the disclosing Party is entitled to (but not required to) seek injunctive relief in addition to all remedies available to the disclosing Party at law and/or in equity, to prevent or mitigate any breaches of the Agreement or damages that may otherwise result from those breaches. Absent written consent of the disclosing Party to the disclosure, the Recipient, in the case of a breach of this Section 11 (Confidentiality), has the burden of proving that the disclosing Party's Confidential Information is not, or is no longer, confidential or a trade secret and that the disclosure does not otherwise violate this Section 11 (Confidentiality). 12. GOVERNING LAW AND VENUE 12.1 This Agreement is governed by the laws of the State of Washington, U.S.A., without reference to its choice of law rules to the contrary. The Parties hereby irrevocably consent to the exclusive jurisdiction of, and venue in, any federal or state court of competent jurisdiction located in King County, Washington, for the purposes of adjudicating any dispute arising out of this Agreement. To the extent permitted by law, choice of law rules, the United Nations Convention on Contracts for the International Sale of Goods, and the Uniform Computer Information Transactions Act as enacted shall not apply. Notwithstanding the foregoing, either Party may at any time seek and obtain appropriate legal or equitable relief in any court of competent jurisdiction for claims regarding such Party's intellectual property rights. Each Party hereby irrevocably waives, to the fullest extent permitted by law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Agreement. 12.2 To the extent allowed by law, the English version of the Agreement is binding, and other translations are for convenience only. 13. GENERAL 13.1 Relationship. The Parties are independent contractors. The Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the Parties. Except as set forth in the Agreement, nothing in the Agreement, expressed or implied is intended to give rise to any third -party beneficiary. 13.2 Assignability. Neither Party may assign its rights or obligations under the Agreement without the other Party's prior written consent, such consent not to be unreasonably withheld. Notwithstanding the foregoing, either Party may assign its rights and obligations under the Agreement to an Affiliate as part of Page 9 of 12 Docusign Envelope ID: FC6E40AE-953A-4943-BOE6-B1E4FA78F445 a reorganization, or to a purchaser of its business entity or substantially all of its assets or business to which rights and obligations pertain without the other Party's consent, provided that: (a) the purchaser is not insolvent or otherwise unable to pay its debts as they become due; (b) the purchaser is not a competitor of the other Party; and (c) any assignee is bound hereby. Other than the foregoing, any attempt by either Party to transfer its rights or obligations under the Agreement will be void. 13.3 Notices. Any notice required or permitted to be given in accordance with the Agreement will be effective only if it is in writing and sent using: (a) DocuSign Services; (b) certified or registered mail; or (c) a nationally recognized overnight courier, to the appropriate Party at the address set forth on the Order Form, with a copy, in the case of DocuSign, to Ilex all5dr: gisiir�iru cr m. Each Party hereto expressly consents to service of process by registered mail. Either Party may change its address for receipt of notice by notice to the other Party through a notice provided in accordance with this Section 13.3 (Notices). Notices are deemed given upon receipt if delivered using DocuSign Services, two (2) business days following the date of mailing, or one (1) business day following delivery to a courier. 13.4 Force Majeure. In the event that either Party is prevented from performing, or is unable to perform, any of its obligations under the Agreement due to any cause beyond the reasonable control of the Party invoking this provision (including, without limitation, for causes due to war, fire, earthquake, flood, hurricane, riots, acts of God, telecommunications outage not caused by the obligated Party, or other similar causes) ("Force Majeure Event"), the affected Party's performance will be excused and the time for performance will be extended for the period of delay or inability to perform due to such occurrence; provided that the affected Party: (a) provides the other Party with prompt notice of the nature and expected duration of the Force Majeure Event; (b) uses commercially reasonable efforts to address and mitigate the cause and effect of such Force Majeure Event; (c) provides periodic notice of relevant developments; and (d) provides prompt notice of the end of such Force Majeure Event. Delays in fulfilling the obligations to pay hereunder are excused only to the extent that payments are entirely prevented by the Force Majeure Event. If DocuSign Services are not restored within thirty (30) days of the Force Majeure Event, Customer may terminate the Agreement upon providing written notice to DocuSign, and in such case, DocuSign will provide a prorated refund to Customer for any prepaid fees received by DocuSign under the Agreement that correspond to the unused portion of the Term. 13.5 Trade Restrictions. The DocuSign Services, Documentation, and the provision and any derivatives thereof are subject to the export control and sanctions laws and regulations of the United States and other countries that may prohibit or restrict access by certain persons or from certain countries or territories ("Trade Restrictions"). (a) Each Party shall comply with all applicable Trade Restrictions in performance of the Agreement. For the avoidance of doubt, nothing in the Agreement is intended to induce or require either Party to act in any manner which is penalized or prohibited under any applicable laws, rules, regulations or decrees. (b) Each Party represents that it is not a Restricted Party. "Restricted Party" means any person or entity that is: (i) located or organized in a country or territory subject to comprehensive U.S. sanctions (currently including Cuba, Crimea, Iran, North Korea, Syria) ("Sanctioned Territory"); (ii) owned or controlled by or acting on behalf of the government of a Sanctioned Territory; (iii) an entity organized in or a resident of a Sanctioned Territory; (iv) identified on any list of restricted parties targeted under U.S., EU or multilateral sanctions, including, but not limited to, the U.S. Department of the Treasury, Office of Foreign Assets Control's ("OFAC" ) List of Specially Designated Nationals and Other Blocked Persons, the OFAC Sectoral Sanctions List, the U.S. State Department's Nonproliferation Sanctions and other lists, the U.S. Commerce Department's Entity List or Denied Persons List located at It. he consolidated list of persons, groups and entities subject to EU financial sanctions from time to time; or (v) owned or controlled by, or acting on behalf of, any of the foregoing. (c) Customer acknowledges and agrees that it is solely responsible for complying with, and shall comply with, Trade Restrictions applicable to any of its own or its Affiliates' or Authorized Users' content or Customer Data transmitted through the DocuSign Services. Customer shall not and shall not permit any Authorized User to access, use, or make the DocuSign Services available to or by any Restricted Party or to or from within any Sanctioned Territory. Page 10 of 12 Docusign Envelope ID: FC6E40AE-953A-4943-BOE6-B1E4FA78F445 13.6 Anti -Corruption. In connection with the DocuSign Services performed under the Agreement and Customer's use of the DocuSign Services, the Parties agree to comply with all applicable anti- corruption and anti -bribery related laws, statutes, and regulations. 13.7 U.S. Government Rights. All DocuSign Services, including Documentation, and any software as may be provided under an applicable Service Schedule, are deemed to be "commercial computer software" and "commercial computer software documentation". "Commercial computer software" has the meaning set forth in Federal Acquisition Regulation ("FAR") 2.101 for civilian agency purchases and the Department of Defense ("DOD") FAR Supplement ("DFARS") 252.227-7014(a)(1) for defense agency purchases. If the software is licensed or the DocuSign Services are acquired by or on behalf of a civilian agency, DocuSign provides the commercial computer software and/or commercial computer software documentation and other technical data subject to the terms of the Agreement as required in FAR 12.212 (Computer Software) and FAR 12.211 (Technical Data) and their successors. If the software is licensed or the DocuSign Services are acquired by or on behalf of any agency within the DOD, DocuSign provides the commercial computer software and/or commercial computer software documentation and other technical data subject to the terms of the Agreement as specified in DFARS 227.7202-3 and its successors. Only if this is a DOD prime contract or DOD subcontract, the Government acquires additional rights in technical data as set forth in DFARS 252.227-7015. Except as otherwise set forth in an applicable Service Schedule, this Section 13.7 (U.S. Government Rights) is in lieu of, and supersedes, any other FAR, DFARS or other clause or provision that addresses U.S. Government rights in computer software or technical data. 13.8 Publicity. Except as specified on an Order Form or as otherwise expressly agreed to by the Parties in writing, neither Party shall refer to the identity of the other Party in promotional material, publications, or press releases or other forms of publicity relating to the DocuSign Services unless the prior written consent of the other Party has been obtained. 13.9 Waiver. The waiver by either Party of any breach of any provision of the Agreement does not waive any other breach. The failure of any Party to insist on strict performance of any covenant or obligation in accordance with the Agreement will not be a waiver of such Party's right to demand strict compliance in the future, nor will the same be construed as a novation of the Agreement. 13.10 Severability. If any part of the Agreement is found to be illegal, unenforceable, or invalid, the remaining portions of the Agreement will remain in full force and effect. 13.11 Insurance. DocuSign will maintain, at its sole expense, insurance in such amounts and with such types of coverage as is usual and customary with coverage limits that are appropriate for the DocuSign Services supplied under the Agreement. At a minimum, DocuSign shall maintain: (i) commercial general liability insurance (including automobile liability if applicable to the DocuSign Services); (ii) errors and omissions insurance (which will include cyber -liability insurance); and (iii) insurance for claims under workers compensation laws or other similar laws or regulations. Upon Customer's prior written request DocuSign shall provide Customer with a certificate of insurance evidencing such insurance coverages. 13.12 Entire Agreement. The Agreement is the final, complete, and exclusive expression of the agreement between the Parties regarding the DocuSign Services provided under the Agreement. The Agreement supersedes and replaces, and the Parties disclaim any reliance on, all previous oral and written communications (including any confidentiality agreements pertaining to the DocuSign Services under the Agreement), representations, proposals, understandings, undertakings, and negotiations with respect to the subject matter hereof and apply to the exclusion of any other terms that Customer seeks to impose or incorporate, or which are implied by trade, custom, practice, or course of dealing. The Agreement may be changed only by a written agreement signed by an authorized agent of both Parties. The Agreement will prevail over terms and conditions of any Customer -issued purchase order or other ordering documents, which will have no force and effect, even if DocuSign accepts or does not otherwise reject the purchase order or other ordering document. Page 11 of 12 Docusign Envelope ID: FC6E40AE-953A-4943-BOE6-B1E4FA78F445 The below signatories are authorized to sign on behalf of their respective Party(ies) and to agree to the terms of this MSA and any documents incorporated herein as of the MSA Effective Date. Customer DocuSign, Inc. DocuSigned by: DocuSigned by: SignatureC Signature: 1353B75946D140A... 6B85A52A083E408... Name: Joel Bush Name: Beatriz Benjamin Title: chief Technology officer Title: senior Manager, Revenue operations Date: 1/12/2024 1 9:41 AM PST Date: January 10, 2024 Page 12 of 12 Docusign Envelope ID: FC6E40AE-953A-4943-BOE6-B1E4FA78F445 Certificate Of Completion Envelope Id: 6DOA877ACB274BB3AF5DB60096CE3BA6 Status: Completed Subject: Complete with DocuSign: City of Tukwila - RENEWAL (2024-01-06) - eSign_DocuSign Order Form FX2... EnvelopeType: Template Name: Source Envelope: Document Pages: 15 Signatures: 2 Envelope Originator: Certificate Pages: 5 Initials: 1 Nicole Ruiz AutoNav: Enabled 221 Main Street Envelopeld Stamping: Enabled Suite 1000 Time Zone: (UTC -08:00) Pacific Time (US & Canada) San Francisco, 94105 Nicole. Ruiz@docusign.com IP Address: 4.1.91.66 Record Tracking Status: Original 1/10/2024 2:06:43 PM Signer Events Matt Felch Matt. Felch@docusign.com Contract Specialist Signing Group: AOR Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Accepted: 12/8/2023 10:49:22 AM ID:983d1199-cedc-4aad-8481-a1d3d965b358 Beatriz Benjamin Beatriz.Benjamin@docusign.com Senior Manager, Revenue Operations DocuSign, Inc. Signing Group: AOA Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Accepted: 10/27/2023 11:20:47 AM ID: 48b8ad 55-c2e2-463f-b 1 a 1-7eb8633efaf9 In Person Signer Events Editor Delivery Events Agent Delivery Events Intermediary Delivery Events Certified Delivery Events Carbon Copy Events Holder: Nicole Ruiz Location: DocuSign Nicole. Ruiz@docusign.com Signature Timestam p Sent: 1/10/20242:32:19 PM LDS �t Viewed: 1/10/2024 2:39:00 PM Signed: 1/10/2024 2:40:08 PM Signature Adoption: Pre -selected Style Using IP Address: 24.13.229.7 hl: Sent: 1/10/20242:40:10 PM ElDocu$i,"Id n jatVl Viewed: 1/10/2024 3:05:05 PM 6e85A52Aa83E40e Signed: 1/10/2024 3:05:21 PM Signature Adoption: Pre -selected Style Using IP Address: 12.202.171.35 Signature Status Status Status Status Status Mike Marcum Mike.Marcum@tukwilawa.gov COPIED Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Timestam p Timestam p Timestam p Timestamp Timestam p Timestam p Sent: 1/10/20242:11:25 PM Viewed: 1/10/2024 2:20:41 PM Docusign Envelope ID: FC6E40AE-953A-4943-BOE6-B1E4FA78F445 Carbon Copy Events Status Timestamp Not Offered via DocuSign Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 1/10/2024 2:11:25 PM Envelope Updated Security Checked 1/10/2024 2:32:19 PM Certified Delivered Security Checked 1/10/2024 3:05:05 PM Signing Complete Security Checked 1/10/2024 3:05:21 PM Completed Security Checked 1/10/2024 3:05:21 PM Payment Events Status Timestamps Electronic Record and Signature Disclosure Docusign Envelope ID: FC6E40AE-953A-4943-BOE6-B1E4FA78F445 32 PM Parties agreed to: Matt Felch, Beatriz Benjamin ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, DocuSign, Inc. (we, us or Company) may be required by law to provide to you certain written notices or disclosures. Described below are the terms and conditions for providing to you such notices and disclosures electronically through the DocuSign, Inc. (DocuSign) electronic signing system. Please read the information below carefully and thoroughly, and if you can access this information electronically to your satisfaction and agree to these terms and conditions, please confirm your agreement by clicking the `I agree' button at the bottom of this document. Getting paper copies At any time, you may request from us a paper copy of any record provided or made available electronically to you by us. You will have the ability to download and print documents we send to you through the DocuSign system during and immediately after signing session and, if you elect to create a DocuSign signer account, you may access them for a limited period of time (usually 30 days) after such documents are first sent to you. After such time, if you wish for us to send you paper copies of any such documents from our office to you, you will be charged a $0.00 per -page fee. You may request delivery of such paper copies from us by following the procedure described below. Withdrawing your consent If you decide to receive notices and disclosures from us electronically, you may at any time change your mind and tell us that thereafter you want to receive required notices and disclosures only in paper format. How you must inform us of your decision to receive future notices and disclosure in paper format and withdraw your consent to receive notices and disclosures electronically is described below. Consequences of changing your mind If you elect to receive required notices and disclosures only in paper format, it will slow the speed at which we can complete certain steps in transactions with you and delivering services to you because we will need first to send the required notices or disclosures to you in paper format, and then wait until we receive back from you your acknowledgment of your receipt of such paper notices or disclosures. To indicate to us that you are changing your mind, you must withdraw your consent using the DocuSign `Withdraw Consent' form on the signing page of a DocuSign envelope instead of signing it. This will indicate to us that you have withdrawn your consent to receive required notices and disclosures electronically from us and you will no longer be able to use the DocuSign system to receive required notices and consents electronically from us or to sign electronically documents from us. All notices and disclosures will be sent to you electronically Unless you tell us otherwise in accordance with the procedures described herein, we will provide electronically to you through the DocuSign system all required notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you during the course of our relationship with you. To reduce the chance of you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required notices and disclosures to you by the same method and to the same address that you have given us. Thus, you can receive all the disclosures and notices electronically or in paper format through the paper mail delivery system. If you do not agree with this process, please let us know as described below. Please also see the paragraph immediately above that describes the consequences of your electing not to receive delivery of the notices and disclosures electronically from us. Docusign Envelope ID: FC6E40AE-953A-4943-BOE6-B1E4FA78F445 How to contact DocuSign, Inc.: You may contact us to let us know of your changes as to how we may contact you electronically, to request paper copies of certain information from us, and to withdraw your prior consent to receive notices and disclosures electronically as follows: To contact us by paper mail, please send correspondence to: DocuSign, Inc. 221 Main St., Suite 1000 San Francisco, CA 94105 To advise DocuSign, Inc. of your new e-mail address To let us know of a change in your e-mail address where we should send notices and disclosures electronically to you, you must send an email message to us at and in the body of such request you must state: your previous e-mail address, your new e-mail address. Please reach out to the sender of the envelope if you want to change your email address.. In addition, you must notify DocuSign, Inc. to arrange for your new email address to be reflected in your DocuSign account by following the process for changing e-mail in the DocuSign system. To request paper copies from DocuSign, Inc. To request delivery from us of paper copies of the notices and disclosures previously provided by us to you electronically, you must send us an e-mail to and in the body of such request you must state your e-mail address, full name, US Postal address, and telephone number. We will bill you for any fees at that time, if any. Please reach out to the sender of the envelope if you want to request paper copies. To withdraw your consent with DocuSign, Inc. To inform us that you no longer want to receive future notices and disclosures in electronic format you may: i. decline to sign a document from within your DocuSign session, and on the subsequent page, select the check -box indicating you wish to withdraw your consent, or you may; ii. send us an e-mail to and in the body of such request you must state your e-mail, full name, US Postal Address, and telephone number. Please reach out to the sender of the envelope if you want to withdraw your consent.. The consequences of your withdrawing consent for online documents will be that transactions may take a longer time to process.. Required hardware and software Operating Windows® 2000, Windows® XP, Windows Vista®; Mac OS® X Systems: Final release versions of Internet Explorer® 6.0 or above (Windows only); Mozilla Firefox 2.0 or above (Windows and Mac); SafariTM 3.0 or above (Mac only) Docusign Envelope ID: FC6E40AE-953A-4943-BOE6-B1E4FA78F445 PDF Reader: Acrobat® or similar software may be required to view and print PDF files ** These minimum requirements are subject to change. If these requirements change, you will be asked to re -accept the disclosure. Pre-release (e.g. beta) versions of operating systems and browsers are not supported. Acknowledging your access and consent to receive materials electronically To confirm to us that you can access this information electronically, which will be similar to other electronic notices and disclosures that we will provide to you, please verify that you were able to read this electronic disclosure and that you also were able to print on paper or electronically save this page for your future reference and access or that you were able to e-mail this disclosure and consent to an address where you will be able to print on paper or save it for your future reference and access. Further, if you consent to receiving notices and disclosures exclusively in electronic format on the terms and conditions described above, please let us know by clicking the `I agree' button below. By checking the `I agree' box, I confirm that: I can access and read this Electronic CONSENT TO ELECTRONIC RECEIPT OF ELECTRONIC RECORD AND SIGNATURE DISCLOSURES document; and I can print on paper the disclosure or save or send the disclosure to a place where I can print it, for future reference and access; and Until or unless I notify DocuSign, Inc. as described above, I consent to receive from exclusively through electronic means all notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to me by DocuSign, Inc. during the course of my relationship with you. Certificate Of Completion Envelope Id: FC6E40AE953A4943B0E6B1E4FA78F445 Subject: Complete with Docusign: Docusign Amendment - City of Tukwila EnvelopeType: Template Name: Source Envelope: Document Pages: 30 Signatures: 1 Certificate Pages: 5 Initials: 0 AutoNav: Enabled Envelopeld Stamping: Enabled Time Zone: (UTC -08:00) Pacific Time (US & Canada) Record Tracking Status: Original 10/15/2024 9:40:18 AM Signer Events Jessica O'Connor jessica.oconnor@docusign.com Sr. Manager, Revenue Operations DocuSign, Inc. Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Accepted: 8/30/2024 12:38:07 PM ID: b22448aa-79f1-44f8-Sfcc-b853e60fc801 In Person Signer Events Editor Delivery Events Agent Delivery Events Intermediary Delivery Events Certified Delivery Events Carbon Copy Events Holder: Jennifer Drouillard jennifer.drouillard@docusign.com Signature ESigned by: t SSit& tY(hK)Ahr 25CDD234E45A44B... Signature Adoption: Pre -selected Style Using IP Address: 136.24.154.14 Signature Status Status Status Status Status Status: Completed Envelope Originator: Jennifer Drouillard 221 Main Street Suite 1000 San Francisco, CA 94105 jennifer.drouillard@docusign.com IP Address: 76.32.211.123 Location: DocuSign Timestamp Sent: 10/15/2024 9:47:07 AM Viewed: 10/15/2024 9:53:01 AM Signed: 10/15/2024 9:53:12 AM Timestamp Timestamp Timestamp Timestamp Timestamp Timestamp Carbon Copy Events Status Timestamp Anthony ReaSent: 10/15/2024 9:47:10 AM COPIED anthony.rea@docusign.com Christopher Weacker Christopher.Waecker@docusign.com Beatriz Benjamin Beatriz.Benjamin@docusign.com Jessica O'Connor Jessica.00onnor@docusign.com Catherine Choh catherine.choh@docusign.com Frank Parish Frank.Parish@docusign.com Claire Geisse claire.geisse@docusign.com Tommy Quach Tommy.Quach@docusign.com Timothy Beagley timothy.beagley@docusign.com Rajiv Bajaj Rajiv.Bajaj@docusign.com Jeanne Omura jeanne.omura@docusign.com RevOps Specialist DocuSign, Inc. Signing Group: AOA Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Accepted: 10/13/2022 7:49:18 AM ID:100f1ac3-23ad-4af6-a7ed-d390f4fd58d0 Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 10/15/2024 9:43:38 AM Certified Delivered Security Checked 10/15/2024 9:53:01 AM Signing Complete Security Checked 10/15/2024 9:53:12 AM Completed Security Checked 10/15/2024 9:53:12 AM Payment Events Status Timestamps Electronic Record and Signature Disclosure Electronic Record and Signature Disclosure created on: 10/17/2018 1:49:32 PM Parties agreed to: Jessica O'Connor, Anthony Rea ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, DocuSign, Inc. (we, us or Company) may be required by law to provide to you certain written notices or disclosures. Described below are the terms and conditions for providing to you such notices and disclosures electronically through the DocuSign, Inc. (DocuSign) electronic signing system. Please read the information below carefully and thoroughly, and if you can access this information electronically to your satisfaction and agree to these terms and conditions, please confirm your agreement by clicking the `I agree' button at the bottom of this document. Getting paper copies At any time, you may request from us a paper copy of any record provided or made available electronically to you by us. You will have the ability to download and print documents we send to you through the DocuSign system during and immediately after signing session and, if you elect to create a DocuSign signer account, you may access them for a limited period of time (usually 30 days) after such documents are first sent to you. After such time, if you wish for us to send you paper copies of any such documents from our office to you, you will be charged a $0.00 per -page fee. You may request delivery of such paper copies from us by following the procedure described below. Withdrawing your consent If you decide to receive notices and disclosures from us electronically, you may at any time change your mind and tell us that thereafter you want to receive required notices and disclosures only in paper format. How you must inform us of your decision to receive future notices and disclosure in paper format and withdraw your consent to receive notices and disclosures electronically is described below. Consequences of changing your mind If you elect to receive required notices and disclosures only in paper format, it will slow the speed at which we can complete certain steps in transactions with you and delivering services to you because we will need first to send the required notices or disclosures to you in paper format, and then wait until we receive back from you your acknowledgment of your receipt of such paper notices or disclosures. To indicate to us that you are changing your mind, you must withdraw your consent using the DocuSign `Withdraw Consent' form on the signing page of a DocuSign envelope instead of signing it. This will indicate to us that you have withdrawn your consent to receive required notices and disclosures electronically from us and you will no longer be able to use the DocuSign system to receive required notices and consents electronically from us or to sign electronically documents from us. All notices and disclosures will be sent to you electronically Unless you tell us otherwise in accordance with the procedures described herein, we will provide electronically to you through the DocuSign system all required notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you during the course of our relationship with you. To reduce the chance of you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required notices and disclosures to you by the same method and to the same address that you have given us. Thus, you can receive all the disclosures and notices electronically or in paper format through the paper mail delivery system. If you do not agree with this process, please let us know as described below. Please also see the paragraph immediately above that describes the consequences of your electing not to receive delivery of the notices and disclosures electronically from us. How to contact DocuSign, Inc.: You may contact us to let us know of your changes as to how we may contact you electronically, to request paper copies of certain information from us, and to withdraw your prior consent to receive notices and disclosures electronically as follows: To contact us by paper mail, please send correspondence to: DocuSign, Inc. 221 Main St., Suite 1000 San Francisco, CA 94105 To advise DocuSign, Inc. of your new e-mail address To let us know of a change in your e-mail address where we should send notices and disclosures electronically to you, you must send an email message to us at and in the body of such request you must state: your previous e-mail address, your new e-mail address. Please reach out to the sender of the envelope if you want to change your email address.. In addition, you must notify DocuSign, Inc. to arrange for your new email address to be reflected in your DocuSign account by following the process for changing e-mail in the DocuSign system. To request paper copies from DocuSign, Inc. To request delivery from us of paper copies of the notices and disclosures previously provided by us to you electronically, you must send us an e-mail to and in the body of such request you must state your e-mail address, full name, US Postal address, and telephone number. We will bill you for any fees at that time, if any. Please reach out to the sender of the envelope if you want to request paper copies. To withdraw your consent with DocuSign, Inc. To inform us that you no longer want to receive future notices and disclosures in electronic format you may: i. decline to sign a document from within your DocuSign session, and on the subsequent page, select the check -box indicating you wish to withdraw your consent, or you may; ii. send us an e-mail to and in the body of such request you must state your e-mail, full name, US Postal Address, and telephone number. Please reach out to the sender of the envelope if you want to withdraw your consent.. The consequences of your withdrawing consent for online documents will be that transactions may take a longer time to process.. hardware and software ;Windows® 2000, Windows® XP, Windows Vista©; Mac OS® X Systems: Final release versions of Internet Explorer® 6.0 or above (Windows only); Mozilla Firefox 2.0 or above (Windows and Mac); SafariTM 3.0 or above (Mac only) PDF Reader: lAcrobatt or similar software may required to view and print PDF files * * These minimum requirements are subject to change. If these requirements change, you will be asked to re -accept the disclosure. Pre-release (e.g. beta) versions of operating systems and browsers are not supported. Acknowledging your access and consent to receive materials electronically To confirm to us that you can access this information electronically, which will be similar to other electronic notices and disclosures that we will provide to you, please verify that you were able to read this electronic disclosure and that you also were able to print on paper or electronically save this page for your future reference and access or that you were able to e-mail this disclosure and consent to an address where you will be able to print on paper or save it for your future reference and access. Further, if you consent to receiving notices and disclosures exclusively in electronic format on the terms and conditions described above, please let us know by clicking the `I agree' button below. By checking the `I agree' box, I confirm that: I can access and read this Electronic CONSENT TO ELECTRONIC RECEIPT OF ELECTRONIC RECORD AND SIGNATURE DISCLOSURES document; and I can print on paper the disclosure or save or send the disclosure to a place where I can print it, for future reference and access; and Until or unless I notify DocuSign, Inc. as described above, I consent to receive from exclusively through electronic means all notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to me by DocuSign, Inc. during the course of my relationship with you.