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HomeMy WebLinkAboutContract 60948City Secretary Contract No. 60948 FORT WORTH. VENDOR SERVICES AGREEMENT This VENDOR SERVICES AGREEMENT ("Agreement") is made and entered into by and between the CITY OF FORT WORTH ("City"), a Texas home rule municipal corporation and Title Data, Inc. ("Vendor"), a Texas for -profit corporation, each individually referred to as a "party" and collectively referred to as the "parties." AGREEMENT DOCUMENTS: The Agreement documents shall include the following: 1. This Vendor Services Agreement; 2. Exhibit A —Title Data, Inc. Subscription Agreement, which in and of itself includes an Exhibit "A", Exhibit "B" and Exhibit "C", hereinafter collectively referred to as Exhibit "A". 3. Exhibit B —Verification of Signature Authority Form . Exhibits A and B, which are attached hereto and incorporated herein, are made a part of this Agreement for all purposes. In the event of any conflict between the terms and conditions of Exhibits "A" or "B" and the terms and conditions set forth in the body of this Agreement, the terms and conditions of this Agreement shall control. Where applicable, in the event of any conflict between the terms and conditions of Exhibit "A", the terms and conditions of this Agreement shall control, however in the event that there are terms and conditions stated in Exhibit "A" that are not a part of this Agreement, those related terms and conditions shall control. 1. Scope of Services. The vendor will provide a monthly subscription for Title Research Access for Denton, Parker, Tarrant and Wise counties. Exhibit "A," - Scope of Services more specifically describes the services to be provided hereunder. 2. Term. This Agreement shall begin on the date signed by the Assistant City Manager below ("Effective Date") and shall expire one year from that date ("Expiration. Date"), unless terminated earlier in accordance with this Agreement ("Initial Term"). City shall have the option, in its sole discretion, to renew this Agreement under the same terms and conditions, for up to four (4) one-year renewal options. 3. Compensation. As per the provisions of Exhibit "A", City shall pay Vendor an amount equal to (1) an initial deposit equal to $2,000, more specifically described in Exhibit "A", Section 5.d, a Monthly Subscription Fee of $2,000, more specifically described in Exhibit "C" of Exhibit "A", and as more specifically described in Exhibit "C" of Exhibit "A", in the event that City obtains 500 or more documents per month from Vendor, a cost of $35 per document. It is not anticipated that the City will exceed Twenty -Six Thousand Dollars and 001100 ($26,000.00) per year in accordance with the provisions of this Agreement and Exhibit "A," however it is incumbent on the City to ensure that they have appropriate processes and controls in place to ensure that this total is not exceeded and in all cases, Vendor shall be compensated as per the terms of Exhibit "A".. Vendor shall not perform any additional services for the City not specified by this Agreement unless the City requests and approves in writing the additional costs for such services. City shall not be liable for any additional expenses of Vendor not specified by this Agreement unless City first approves such expenses in writing. City agrees to pay all invoices of Vendor Vendor Services Agreement Page 1 of 16 OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX City Secretary Contract No. within thirty (30) days of receipt of such invoice. 4. Termination. 4.1. Written Notice. City or Vendor may terminate this Agreement at any time and for any reason by providing the other party with 30 days' written notice of termination. In the event of non-payment of invoices by City, Vendor may terminate this Agreement with 15 days' written notice of termination. 4.2 Non-annronriation of Funds. In the event no funds or insufficient funds are appropriated by City in any fiscal period for any payments due hereunder, City will notify Vendor of such occurrence within ten (10) business days and Vendor shall only have the obligation to provide services to City through the time for which sufficient funds have been appropriated. 4.3 Duties and Obligations of the Parties. In the event that this Agreement is terminated prior to the Expiration Date, City shall pay Vendor for services actually rendered up to the effective date of termination and Vendor shall continue to provide City with services requested by City and in accordance with this Agreement up to the effective date of termination.. In the event Vendor has received access to City Information or data as a requirement to perform services hereunder, Vendor shall return all City provided data to City in a machine-readable format or other format deemed acceptable to City. 5. Disclosure of Conflicts and Confidential Information. 5.1 Disclosure of Conflicts. Vendor hereby warrants to City that Vendor has made full disclosure in writing of any existing or potential conflicts of interest related to Vendor's services under this Agreement. In the event that any conflicts of interest arise after the Effective Date of this Agreement, Vendor hereby agrees immediately to make full disclosure to City in writing. 5.2 Confidential Information. Vendor, for itself and its officers, agents and employees, agrees that it shall treat all information provided to it by City ("City Information") as confidential and shall not disclose any such information to a third party without the prior written approval of City. 5.3 Public Information Act. City is a government entity under the laws of the State of Texas and all documents held or maintained by City are subject to disclosure under the Texas Public Information Act. In the event there is a request for information marked Confidential or Proprietary, City shall promptly notify Vendor. It will be the responsibility of Vendor to submit reasons objecting to disclosure. A determination on whether such reasons are sufficient will not be decided by City, but by the Office of the Attorney General of the State of Texas or by a court of competent jurisdiction. 5.4 Unauthorized Access. Vendor shall store and maintain City Information in a secure manner and shall not allow unauthorized users to access, modify, delete or otherwise corrupt City Information in any way. Vendor shall notify City immediately if the security or integrity of any City Information has been compromised or is believed to have been compromised, in which event, Vendor shall, in good faith, use all commercially reasonable efforts to cooperate with City in identifying what information has been accessed by unauthorized means and shall fully cooperate with City to protect such City Information from further unauthorized disclosure. 6. Right to Audit. Vendor agrees that City shall, until the expiration of three (3) years after Vendor Services Agreement Page 2 of 16 City Secretary Contract No. final payment under this Agreement, or the final conclusion of any audit commenced during the said three years, .have access to and the right to examine at reasonable times any directly pertinent documents of Vendor involving transactions relating to this Agreement at no additional cost to City. Vendor agrees that City shall have access during normal working hours to all necessary Vendor facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this section. City shall give Vendor reasonable advance notice of intended audits. 7. Independent Contractor. It is expressly understood and agreed that Vendor shall operate as an independent contractor as to all rights and privileges and work performed under this Agreement, and not as agent, representative or employee of City. Subject to and in accordance with the conditions and provisions of this Agreement, Vendor shall have the exclusive right to control the details of its operations and activities and be solely responsible for the acts and omissions of its officers, agents, servants, employees, Vendors and subvendors. Vendor acknowledges that the doctrine of respondeat superior shall not apply as between City, its officers, agents, servants and employees, and Vendor, its officers, agents, employees, servants, Vendors and subvendors. Vendor further agrees that nothing herein shall be construed as the creation of a partnership or joint enterprise between City and Vendor. It is further understood that City shall in no way be considered a Co -employer or a Joint employer of Vendor or any officers, agents, servants, employees or subvendor of Vendor. Neither Vendor, nor any officers, agents, servants, employees or subvendor of Vendor shall be entitled to any employment benefits from City. Vendor shall be responsible and liable for any and all payment and reporting of taxes on behalf of itself, and any of its officers, agents, servants, employees or subvendor. 8. Liability and Indemnification. 8.1 INTELLECTUAL PROPERTY INDEMNIFICATION — Vendor agrees to defend, settle, or pay, at its own cost and expense, any claim or action against City for infringement of any patent, copyright, trade mark, trade secret, or similar property right arising from City's use of the software and/or documentation in accordance with this Agreement, it being understood that this agreement to defend, settle or pay shall not apply if City modifies or misuses the software and/or documentation. So long as Vendor bears the cost and expense of payment for claims or actions against City pursuant to this section, Vendor shall have the right to conduct the defense of any such claim or action and all negotiations for its settlement or compromise and to settle or compromise any such claim; however, City shall have the right to fully participate in any and all such settlement, negotiations, or lawsuit as necessary to protect City's interest, and City agrees to cooperate with Vendor in doing so. In the event City, for whatever reason, assumes the responsibility for payment of costs and expenses for any claim or action brought against City for infringement arising under this Agreement, City shall have the sole right to conduct the defense of any such claim or action and all negotiations for its settlement or compromise and to settle or compromise any such claim; however, Vendor shall fully participate and cooperate with City in defense of such claim or action. City agrees to give Vendor timely written notice of any such claim or action, with copies of all papers City may receive relating thereto. Notwithstanding the foregoing, City's assumption of payment of costs or expenses shall not eliminate Vendor's duty to indemnify City under this Agreement. If the software and/or documentation or any part thereof is held to infringe and the use thereof is enjoined or restrained or, if as a result of a settlement or compromise, such use is materially adversely restricted, Vendor shall, at its own expense and as City's sole remedy, either: (a) procure for City the right to continue to use the software and/or documentation; or (b) modify the software and/or documentation to make it non - infringing, provided that such modification does not materially adversely affect City's authorized use of the software and/or documentation; or (c) replace the software and/or Vendor Services Agreement Page 3 of 16 City Secretary Contract No. documentation with equally suitable, compatible, and functionally equivalent non -infringing software and/or documentation at no additional charge to City; or (d) if none of the foregoing alternatives is reasonably available to Vendor terminate this Agreement, and refund all amounts paid to Vendor by City, subsequent to which termination City may seek any and all remedies available to City under law. 9. Assignment and Subcontracting. 9.1 Assignment. Vendor shall not assign or subcontract any of its duties, obligations or rights under this Agreement without the prior written consent of City. If City grants consent to an assignment, the assignee shall execute a written agreement with City and Vendor under which the assignee agrees to be bound by the duties and obligations of Vendor under this Agreement. Vendor and Assignee shall be j ointly liable for all obligations of Vendor under this Agreement prior to the effective date of the assignment. 9.2 Subcontract. If City grants consent to a subcontract, sub Vendor shall execute a written agreement with Vendor referencing this Agreement under which sub Vendor shall agree to be bound by the duties and obligations of Vendor under this Agreement as such duties and obligations may apply. Vendor shall provide City with a fully executed copy of any such subcontract. 10. Insurance. Vendor shall provide City with certificate(s) of insurance documenting policies of the following types and minimum coverage limits that are to be in effect prior to commencement of any work pursuant to this Agreement: 10.1 Coverage and Limits (a) Commercial General Liability: $1,000,000 - Each Occurrence $2,000,000 - Aggregate (b) Worker's Compensation: Statutory limits according to the Texas Workers' Compensation Act or any other state workers' compensation laws where the work is being performed $100,000 - $100,000 - $500,000 - 10.2 General Requirements Employers' liability Bodily Injury by accident; each accident/occurrence Bodily injury by disease; each employee Bodily Injury by disease; policy limit (a) The commercial general liability policy shall name City as an additional insured thereon, as its interests may appear. The term City shall include its employees, officers, officials, agents, and volunteers in respect to the contracted services. Vendor Services Agreement Page 4 of 16 City Secretary Contract No. (b) The workers' compensation policy shall include a Waiver of Subrogation (Right of Recovery) in favor of City. (c) A minimum of Thirty (30) days' notice of cancellation or reduction in limits of coverage shall be provided to City. Ten (10) days' notice shall be acceptable in the event of non-payment of premium. Notice shall be sent to the Risk Manager, City of Fort Worth, 200 Texas Street, Fort Worth, Texas 76102, with copies to the Fort Worth City Attorney at the same address. (d) The insurers for all policies must be licensed and/or approved to do business in the State of Texas. All insurers must have a minimum rating of A- VII in the current A.M. Best Key Rating Guide, or have reasonably equivalent financial strength and solvency to the satisfaction of Risk Management. If the rating is below that required, written approval of Risk Management is required. (e) Any failure on the part of City to request required insurance documentation shall not constitute a waiver of the insurance requirement. (f) Certificates of Insurance evidencing that Vendor has obtained all required insurance shall be delivered to the City prior to Vendor proceeding with any work pursuant to this Agreement. 11. Compliance with Laws, Ordinances, Rules and Regulations. Vendor agrees that in the performance of its obligations hereunder, it shall comply with all applicable federal, state and local laws, ordinances, rules and regulations and that any work it produces in connection with this Agreement will also comply with all applicable federal, state and local laws, ordinances, rules and regulations. If City notifies Vendor of any violation of such laws, ordinances, rules or regulations, Vendor shall immediately desist from and correct the violation. 12. Non -Discrimination Covenant. Vendor, for itself, its personal representatives, assigns, subvendors and successors in interest, as part of the consideration herein, agrees that in the performance of Vendor's duties and obligations hereunder, it shall not discriminate in the treatment or employment of any individual or group of individuals on any basis prohibited by law. IF ANY CLAIM ARISES FROM AN ALLEGED VIOLATION OF THIS NON-DISCRIMINATION COVENANT BY VENDOR, ITS PERSONAL REPRESENTATIVES, ASSIGNS, SUBVENDORSS OR SUCCESSORS IN INTEREST, VENDOR AGREES TO ASSUME SUCH LIABILITY AND TO INDEMNIFY AND DEFEND CITY AND HOLD CITY HARMLESS FROM SUCH CLAIM. 13. Notices. Notices required pursuant to the provisions of this Agreement shall be conclusively determined to have been delivered when (1) hand -delivered to the other party, its agents, employees, servants or representatives, (2) delivered by facsimile with electronic confirmation of the transmission, or (3) received by the other party by United States Mail, registered, return receipt requested, addressed as follows: Vendor Services Agreement Page 5 of 16 To CITY: City Secretary Contract No. To VENDOR: City of Fort Worth Title Data, Inc. Attn: Dana Burghdoff J. Kevin Gugenheirn 200 Texas Street President & CEO Fort Worth, TX 76102-6314 1225 North Loop Facsimile: 817-392-8018 West, Suite 950Houston, TX With copy to Fort Worth City Attorney's Office at 77008 same address 713-880-2600 14. Solicitation of Emvlovees. Neither City nor Vendor shall, during the term of this Agreement and additionally for a period of one year after its termination, solicit for employment or employ, whether as employee or independent contractor, any person who is or has been employed by the other during the term of this Agreement, without the prior written consent of the person's employer. Notwithstanding the foregoing, this provision shall not apply to an employee of either party who responds to a general solicitation of advertisement of employment by either party. 15. Governmental Powers. It is understood and agreed that by execution of this Agreement, City does not waive or surrender any of its governmental powers or immunities. 16. No Waiver. The failure of City or Vendor to insist upon the performance of any term or provision of this Agreement or to exercise any right granted herein shall not constitute a waiver of City's or Vendor's respective right to insist upon appropriate performance or to assert any such right on any future occasion. 17. Governing Law 1 Venue. This Agreement shall be construed in accordance with the laws of the State of Texas. If any action, whether real or asserted, at law or in equity, is brought pursuant to this Agreement, venue for such action shall lie in state courts located in Tarrant County, Texas or the United States District Court for the Northern District of Texas, Fort Worth Division. 18. Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired. 19. Force Maieure. City and Vendor shall exercise their best efforts to meet their respective duties and obligations as set forth in this Agreement, but shall not be held liable for any delay or omission in performance due to force majeure or other causes beyond their reasonable control, including, but not limited to, compliance with any government law, ordinance or regulation, acts of God, acts of the public enemy, fires, strikes, lockouts, natural disasters, wars, riots, material or labor restrictions by any governmental authority, transportation problems and/or any other similar causes. 20. Headings not Controlling. Headings and titles used in this Agreement are for reference purposes only, shall not be deemed a part of this Agreement, and are not intended to define or limit the scope of any provision of this Agreement. 21. Review of Counsel. The parties acknowledge that each party and its counsel have reviewed and revised this Agreement and that the normal rules of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement or Exhibits A, B, and C. Vendor Services Agreement Page 6 of 16 City Secretary Contract No. 22. Amendments / Modifications / Extensions. No amendment, modification, or extension of this Agreement shall be binding upon a party hereto unless set forth in a written instrument, which is executed by an authorized representative of each party. 23. Entirety of Agreement. This Agreement, including Exhibits A and B contains the entire understanding and agreement between City and Vendor, their assigns and successors in interest, as to the matters contained herein. Any prior or contemporaneous oral or written agreement is hereby declared null and void to the extent in conflict with any provision of this Agreement. 24. Counterparts. This Agreement may be executed in one or more counterparts and each counterpart shall, for all purposes, be deemed an original, but all such counterparts shall together constitute one and the same instrument. 25. Warranty of Services. Vendor warrants that its services will be of a high quality and conform to generally prevailing industry standards. City must give written notice of any breach of this warranty within thirty (30) days from the date that the services are completed. In such event, at Vendor's option, Vendor shall either (a) use commercially reasonable efforts to re -perform the services in a manner that conforms with the warranty, or (b) refund the fees paid by City to Vendor for the nonconforming services. 26. Immigration Nationality Act. Vendor shall verify the identity and employment eligibility of its employees who perform work under this Agreement, including completing the Employment Eligibility Verification Form (I-9). Upon request by City, Vendor shall provide City with copies of all I-9 forms and supporting eligibility documentation for each employee who performs work under this Agreement. Vendor shall adhere to all Federal and State laws as well as establish appropriate procedures and controls so that no services will be performed by any Vendor employee who is not legally eligible to perform such services. VENDOR SHALL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY VENDOR, VENDOR'S EMPLOYEES, SUBCONTRACTORS, AGENTS, OR LICENSEES. City, upon written notice to Vendor, shall have the right to immediately terminate this Agreement for violations of this provision by Vendor. 27. Signature Authority. The person signing this Agreement hereby warrants that he/she has the legal authority to execute this Agreement on behalf of the respective party, and that such binding authority has been granted by proper order, resolution, ordinance or other authorization of the entity. This Agreement and any amendment hereto, may be executed by any authorized representative of Vendor whose name, title and signature is affixed on the Verification of Signature Authority Form, which is attached hereto as Exhibit "C". Each party is fully entitled to rely on these warranties and representations in entering into this Agreement or any amendment hereto. 28. Change in Company Name or Ownership. Vendor shall notify City's Purchasing Manager, in writing, of a company name, ownership, or address change for the purpose of maintaining updated City records. The president of Vendor or authorized official must sign the letter. A letter indicating changes in a company name or ownership must be accompanied with supporting legal documentation such as an updated W-9, documents filed with the state indicating such change, copy of the board of director's resolution approving the action, or an executed merger or acquisition agreement. Failure to provide the specified documentation so may adversely impact future invoice payments. 29. No Boycott of Israel. If Vendor has fewer than 10 employees or this Agreement is for less than $100,000, this section does not apply. Vendor acknowledges that in accordance with Chapter 2271 of the Texas Government Code, the City is prohibited from entering into a contract with a company for goods or services unless the contract contains a written verification from the company that it: (1) does Vendor Services Agreement Page 7 of 16 City Secretary Contract No. not boycott Israel; and (2) will not boycott Israel during the term of the contract. The terms "boycott Israel" and "company" has the meanings ascribed to those terms in Section 2271 of the Texas Government Code. By signing this Agreement, Vendor certifies that Vendor's signature provides written verification to the City that Vendor: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the Agreement. 30. Prohibition on Bovcotting Enerev Companies. Vendor acknowledges that in accordance with Chapter 2276 of the Texas Government Code, the City is prohibited from entering into a contract for goods or services that has a value of $100,000 or more that is to be paid wholly or partly from public funds of the City with a company with 10 or more full-time employees unless the contract contains a written verification from the Vendor that it: (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of this Agreement. To the extent that Chapter 2276 of the Government Code is applicable to this Agreement, by signing this Agreement, Vendor certifies that Vendor's signature provides written verification to the City that Vendor: (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of this Agreement. 31. Prohibition on Discrimination Asainst Firearm and Ammunition Industries. Vendor acknowledges that except as otherwise provided by Chapter 2274 of the Texas Government Code, the City is prohibited from entering into a contract for goods or services that has a value of $100,000 or more that is to be paid wholly or partly from public funds of the City with a company with 10 or more full-time employees unless the contract contains a written verification from the Vendor that it: (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate during the term of the contract against a firearm entity or firearm trade association. To the extent that Chapter 2274 of the Government Code is applicable to this Agreement, by signing this Agreement, Vendor certifies that Vendor's signature provides written verification to the City that Vendor: (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) wilI not discriminate against a firearm entity or firearm trade association during the term of this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiples. (signature page, follows) Vendor Services Agreement Page 8 of 16 ACCEPTED AND AGREED: City: Tara- By: Dana BurghdoffS24�1CST) Name: Dana Burghdoff Title: Assistant City Manager Date: 2/9/24 Vendor: T. Kevin Gggenheim By: J. Kevin Gugenheim (Feb , 02414:35 CST) Name: J. Kevin Gugenheim Title: President & CEO Date: 02/06/2024 CITY OF FORT WORTH INTERNAL ROUTING PROCESS: Approval Recommended: r v-� By. DJ Harrell (Feb 9, 202411:55 CST) Name: D.J. Harrell Title: Director, Development Services Approved as to Form and Legality: By: Name: Jeremy Anato Mensah Title: Assistant City Attorney Contract Authorization: Chapter 252 Exemption M&C: N/A Contract Compliance Manager: By signing I acknowledge that I am the person responsible for the monitoring and administration of this contract, including ensuring all performance and reporting requirements. -U,i., By. Rebecca Owen (Feb 6, 202414:37 CST) Name: Rebecca Owen Title: Planning Manager, Development Services City Secretary: By: Name: Jannette S. Goodall Title: City Secretary OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Exhibit "A" Title Data, Inc. Subscription Agreement Subiect Counties: Denton, Parker, Tarrant, Wise This Subscription Agreement (the "Agreement") is made and entered into effective February 12, 2024 2024 (the "Effective Date") by and between City of Fort Worth (hereinafter "Subscriber") and Title Data, Inc., Texas corporation with its offices located in the City of Houston, Harris County, Texas (hereinafter "TDI"). This Agreement, including any other documents to which this Agreement is made subject, constitutes the entire understanding and agreement between TDI and the Subscriber, and supersedes any prior agreements between TDI and the Subscriber. RECITALS WHEREAS, TDI owns and/or maintains land title evidence plants (collectively the "Title Plants" and individually a "Title Plant") for the Texas counties designated in Exhibit "C" attached hereto as "Subject Counties" (collectively the "Subject Counties" and individually a "Subject County") containing, without limitation, (i) computerized general name and geographic indexes (the "Indexes"), which begin on the date(s) set forth in Exhibit "A" attached hereto, to those documents publicly filed in a Subject County which affect title to real property situated within such Subject County ("Documents"), (ii) computerized edits of a Subject County's survey and subdivision information (the "Map Edits"), (iii) a computerized index (the "Grantor/Grantee Index"), initially prepared by a Subject County's County Clerk, to those documents filed with and recorded by such County Clerk which affect title to real property situated within such Subject County, (iv) computerized information from the County Central Appraisal District (the "CAD Data") pertaining to the appraisal of real property situated within a Subject County, (v) digital copies of title insurance commitments and/or policies relating to real property situated within such Subject Counties (collectively a "Starter" and individually a "Starter"), (vi) certain data relating to the Starters in extensible markup language (commonly known as "XML"); and (vii) digital documents (each a "Digital Document") which are reproductions of documents recorded by a Subject County's County Clerk in Subject County's Official Public Records of Real Property (the "Official Records"), including without limitation the real property and court case documents reflected in Exhibit "B" attached hereto, such Digital Documents being collectively referred to herein as an "Image Library". WHEREAS, Subscriber desires to access and use the Title Plants and Image Library upon the terms and conditions set forth herein; and WHEREAS, TDI desires to permit Subscriber to access the Title Plants and Image Library upon the terms and conditions set forth herein. NOW THEREFORE, in consideration of the premises and mutual consideration hereinafter set forth, the parties hereby agree as follows: DEFINITIONS The capitalized terms herein shall have the meanings ascribed thereto in this Agreement. The following terms shall likewise be defined to mean the following: "Authorized Contractor" is defined to mean any temporary employee or independent contractor of a Subscriber, or of a Subscriber's Authorized Fee Attorney, who has been granted the status of a Bona Fide Employee (as defined below) by virtue of a tri-party agreement between such temporary employee or independent contractor, the Subscriber, and TDI. "Authorized Fee Attorney" is defined to mean a Fee Attorney for a Subscriber, which Fee Attorney does not also serve as a Fee Attorney for a Title Company that is not authorized by contract with TDI to access the same Title Plant(s) as the Subscriber. Title Data Inc. -CONFIDENTIAL& PROPRIETARY INFORMATION Title Data Subscription Agreement ver. August 2021.docx "Authorized Recipient" is defined to mean an individual or entity playing a bona fide role in a bona fide real estate transaction that, in Subscriber's genuine belief, will result in the issuance of a title insurance policy. Authorized Recipients shall include End Users, Authorized Fee Attorneys, the purchaser, borrower and seller in the real estate transaction, an attorney representing a party to the real estate transaction, a lender making a loan to a party to the real estate transaction, a real estate broker or agent representing a party to the real estate transaction, and a surveyor retained by a party to the real estate transaction to survey the real property which is the subject of the real estate transaction. "Bona Fide Employee" is defined to mean an individual (i) who is employed by Subscriber, including a Subscriber's Authorized Fee Attorney, in good faith, (ii) whose employment is honest, open and genuine, (iii) whose employment is not feigned, (iv) who is working for salary or wages reportable by Subscriber to the Texas Workforce Commission in accordance with the Texas Unemployment Compensation Act (or a comparable state unemployment insurance commission, agency or department in accordance with comparable state law) and to the United States Internal Revenue Service in accordance with the Internal Revenue Code, (v) who is subject to the Subscriber's power or right to control or direct such individual's employment, including, without limitation, material details as to how the work is to be performed, and (vi) who is not a contract laborer or contract employee. For the avoidance of doubt, temporary employees and/or independent contractors, other than Authorized Contractors, are not considered to be Bona Fide Employees. "Business Presence" is defined to mean the performance of a real estate closing (including a sign-up, a witness -only closing, an accommodation closing, a courtesy closing, a remote online notary closing, and similar) in Brazoria, Chambers, Fort Bend, Galveston, Harris, Jefferson, Liberty, Montgomery, Walker or Waller county for real property situated within such county by a Title Company, acting through its employees, agents or representatives, within the last ninety (90) days, where such Title Company retained or will retain any portion of the title insurance premium paid (or to be paid) by the purchaser, borrower, seller or lender in such real estate closing. For purposes of this definition, "agents or representatives" shall include, without limitation, notaries, mobile notaries, remote online notaries, signing services, Subscriber, other Title Companies, lenders and attorneys and "remote online notaries" shall mean any closing conducted with a notary connecting with the buyer/borrower via any internet/web based service or platform. "End User" is defined to mean an individual or entity which will use a Product for their own account and not for resale or dissemination to others, including (a) political subdivisions of the State of Texas (other than a Central Appraisal District) using information from the Title Plant and/or Image Library forthe purpose of acquiring, leasing or disposing of real property in their own name, collecting taxes, abating nuisances, enforcing deed restrictions and zoning ordinances, investigating criminal activity and other such public purposes, (b) agencies of the United States of America using information from the Title Plant and/or Image Library for the purpose of acquiring, leasing or disposing of real property in their own name, collecting taxes, investigating criminal activity and other such public purposes, (c) public utilities using information from the Title Plant and/or Image Library forthe purpose of acquiring rights -of -way, easements or real property in their own name, (d) banks, mortgage companies and other lending institutions using information from the Title Plant and/or image Library for the purpose of making a loan, servicing a loan or conducting a foreclosure, (e) oil and gas producers, operators and brokers using information from the Title Plant and/or Image Library for the purpose of acquiring mineral interests, royalty interests, and pipeline rights -of - way in their own name, (f) an attorney, who is not a Fee Attorney, using information from the Title Plant and/or Image Library in the general representation of their clients, (g) licensed surveyors using information from the Title Plant and/or Image Library for the purpose of preparing a land survey, (h) licensed appraisers, who are not employed by or working for a Central Appraisal District, using information from the Title Plant and/or Image Library for the purpose of preparing an appraisal, (i) investors using information from the Title Plant and/or Image Library for the purpose of acquiring, leasing or disposing of real property in their own name, (j) subdivision homeowner associations using information from the Title Plant and/or Image Library for the purpose of updating their ownership records, and (k) Realtors® and real estate agents using information from the Title Plant and/or Image Libraryfor the purpose of obtaining information on prospective or current listings. The term End User shall exclude, without limitation, those individuals and entities who are identified as a Non -End User herein. "Fee Attorney" is defined to mean an attorney who (i) is duly licensed by the Supreme Court of Texas to practice law in Texas, and (1i) is licensed by the Texas Department of Insurance to act as an escrow officer for, and close real estate transactions in the name of, a Subscriber, pursuant to Section 2652.003 of the Texas Title Insurance Act. Title Data Inc. - CONFIDENTIAL& PROPRIETARY INFORMATION Title Data Subscription Agreement ver. August 2021.docx "Non -End User" is defined to mean an individual or entity which intends to use information from the Title Plant and/or Image Library for resale or dissemination to others. Non -End Users include, without limitation, (a) a Central Appraisal District, (b) individuals and entities which sell or disseminate Products, (c) oil and gas brokers who acquire mineral interests or royalty interests in the name of others, (d) an attorney who is either a Fee Attorney or who intends to use information from the Title Plant and/or Image Library for the purpose of furnishing Products to third parties, (e) individuals and entities which intend to use information from the Title Plant and/or Image library for the purpose of acquiring rights -of -way or easements in the name of others, (f) individuals and entities which prepare environmental assessment letters and certifications or other analyses, opinions and reports pertaining to the environmental hazards situated within a parcel of real property, (g) vendor management companies providing services to banks, mortgage companies and other lending institutions, (h) individuals and entities which prepare, compile, assemble or update an abstract or land title evidence plant, database or other body of records or information relating to real property situated within any of the counties covered by the provisions of this Agreement, (i) any individual or entity which intends to use information from the Title Plant and/or Image Library as an agent or fiduciary and not for such individual's or entity's own benefit, and (j) a Title Company which is not authorized by contract with TDI to access the same Title Plant as the Subscriber is authorized to access. Non -End Users also include, without limitation, any temporary or contract employees of Subscriber or of Subscriber's Authorized Fee Attorney, who are not Authorized Contractors, who have been given access to the Title Plant and/or Image Library without written authorization by TDI. "Non -Qualified Title Company" is defined to mean a Title Company which is not licensed by the Texas Department of insurance to issue Products in the counties of Brazoria, Chambers, Fort Bend, Galveston, Harris, Jefferson, Liberty, Montgomery, Walker or Waller but either (i) maintains a business office in such county or (ii) has (or will have, by virtue of the real estate transaction associated with a Product furnished by a Subscriber) a Business Presence in such county. "Precluded Recipient" is defined to mean an individual or entity which is precluded from receiving information from one or more of TDI's Title Plants, including information in the form of a title insurance commitment, title insurance policy, base file, title examination or title report. Precluded Recipients include, without limitation: 1. Individuals and entities which are licensed or otherwise authorized by the Texas Department of Insurance to issue title insurance for a county for which TDI maintains a Title Plant, but are not authorized by contract with TDI to access the Title Plant for such county. 2. Individuals and entities which are not licensed or otherwise authorized by the Texas Department of Insurance to issue title insurance for a county for which TDI maintains a Title Plant, but subscribe to a competing Title Plant service for that county. 3. A Non -Qualified Title Company. "Product" is defined to mean a product, including a Promulgated Insurance Productor other information, produced or derived in whole or in part, from records or information acquired or taken from the Title Plant or Image Library. This includes, without limitation, abstracts, title reports, title opinions, chains -of -title, ownership and encumbrance reports, property reports, lien searches, and other related types of informational materials. For avoidance of doubt, Product includes a Starter. "Promulgated Insurance Product" is defined to mean a title commitment, title insurance policy, mortgagee title policy, binder, endorsement or other title insurance form promulgated by the Texas Department of Insurance. "Starter" is defined to mean a compilation of title history regarding a particular parcel or parcels of real property, which may be in the form of a title report or a Promulgated insurance Product, including, without limitation, a title insurance commitment ortitle policy that was produced in whole or in part using any information obtained from a Title Plant or Image Library owned by TDL "Title Company" is defined to mean a Title Insurance Company or Title Insurance Agent, and theiremployees, agents and representatives. Title Data Inc. - CONFIDENTIAL& PROPRIETARY INFORMATION Title Data Subscription Agreement ver. August 2021.docx "Unauthorized User" is defined to mean collectively a Precluded Recipient, a Non -End User, a Fee Attorney who is not an Authorized Fee Attorney, or a Non -Qualified Title Company. 1. MAINTENANCE OF THE TITLE PLANTS a. Documents TDI shall obtain copies of, or, at its option, obtain or make a synopsis of all Documents. Pertinent Information TDI shall use its best efforts to extract pertinent information from the Documents and integrate such pertinent information into TDI's Title Plant for such Subject County in such a manner that the Title Plant will be an accurate source for title information relating to real property situated within such Subject County. Title Plant Dates TDI shall use its best efforts to maintain the Title Plants in such a manner that those Documents filed on a given date in a Subject County's Official Records shall be integrated into TDI's Title Plant for such Subject County no more than five (5) business days after receipt by TDI of copies of such Documents for such date. ACCESS TO THE TITLE PLANTS a. Retrieved Information; Computer Prints; Digital Document Copies Each Subscriber and its Bona Fide Employees, provided it is not in default under this Agreement, shall have the right to access the Title Plant and Image Library for the purpose of (i) obtaining information (the "Retrieved Information") from the Title Plant, (ii) causing such Retrieved Information to be produced as hard copy, electronic printed ("PDF" or "TIFF") copy, and/or as an XML data file (the foregoing forms of Retrieved Information (hereafter referred to as a "Computer Print" or "Computer Prints") and (iii) retrieving copies of Digital Documents. Subscriber shall not allow any Unauthorized User to have access to the Title Plant or Image Library or have possession of a Computer Print unless such user is the Bona Fide Employee, or an Authorized Contractor, of a Title Company which is authorized by contract with TDI to access the Title Plant or Image Library. Subscriber acknowledges and agrees that the Title Plant, Image Library, Computer Prints and computer software utilized in the Title Plant and Image Library bear a copyright in favor of TDI. Subscriber agrees to honor such copyright and agrees to protect such copyrighted materials from unauthorized duplication or display. Subscriber further agrees not to reproduce in any manner TDI's copyrighted materials without the prior written consent of TDI. Subscriber acknowledges and agrees that the Title Plant and Image Library constitute trade secret and confidential proprietary information owned by TDI, acquired and/or developed by TDI at great expense, and that TDI is entitled to protection against unauthorized disclosure or dissemination of any part or whole of such trade secrets to any Third Party. Subscriber further agrees not to communicate or use in any manner such records and information, or any information derived therefrom, except in accordance with the terms, conditions and restrictions set forth in this Agreement. b. Passwords Subscriber shall obtain from TDI a unique computer password ("Password") for each Bona Fide Employee and Authorized Contractors who will have access to the Title Plants. Subscriber agrees (i) to prohibit its Bona Fide Employees and Authorized Contractors from sharing Passwords, and (1i) to require its Bona Fide Employees (who will have access to the Title Plants) to execute TDI's Access and Use Agreement, a copy of which is available to Subscriber at TDI's website, www.titledata.com. c. Bona Fide Employees Subscriber acknowledges and agrees that access to and use of the Title Plant, Image Library and Computer Prints shall be restricted to its Bona Fide Employees and Authorized Contractors. TDI shall Title Data Inc. - CONFIDENTIAL& PROPRIETARY INFORMATION Title Data Subscription Agreement ver. August 2021.docx have the absolute right, in its sole and reasonable judgement and for good cause, to deny access to the Title Plant and Image Library to any of Subscriber's Bona Fide Employees, including any Authorized Contractors. 3. FURNISHING PRODUCTS a. Recipients of Products Subscriber shall have the right to furnish Product(s) only to Authorized Recipients, and then only if Subscriber attaches thereto a Title Insurance Commitment Cover Letter, the prescribed form and content for which is available to Subscriber from TDI. Products may not be directly or indirectly delivered, exhibited or furnished by a Subscriber to any Precluded Recipient. (i) Business Presence Except as otherwise set forth below, no Subscriber shall have the right to furnish or deliver any Products to a Non -Qualified Title Company. Notwithstanding the foregoing, so long as Subscriber is not otherwise in default under this Agreement, if such Subscriber delivers not more than two (2) Products to a given Non -Qualified Title Company during any calendar month, neither of such deliveries shall be deemed to be a Violation of this paragraph, provided that the receipt of such Product by the said Non -Qualified Title Company does not result in that company retaining more than $5,000 of title insurance premium. b. Authorized Fee Attorneys Subscriber shall have the right to furnish Products to an Authorized Fee Attorney for the purpose of closing a bona fide real estate transaction, which, in the Fee Attorney's genuine belief, will result in the issuance of a title insurance policy. In the event an Authorized Fee Attorney either (a) makes application to the Texas Department of Insurance to become a Title Company licensed and authorized to issue title insurance for real property situated within a Subject County, or (b) ceases to be an Authorized Fee Attorney, then Subscriber shall immediately discontinue providing such Authorized Fee Attorney with Promulgated Insurance Products and, within ninety (90) days of the date such Fee Attorney takes an action described by (a) or (b) above, Subscriber shall retrieve and secure all Promulgated Insurance Products in the possession of such Fee Attorney, including all copies thereof. c. Starter Program Should Subscriber wish to participate in the Starter Program (the "Starter Program") described at www.titledata.com (which Starter Program is incorporated herein by reference), it may do so by transferring one or more Starters to TDI for incorporation into its Title Plants. Any such transfer of a Starter shall be made in accordance with the procedures set forth in the Starter Program, and shall automatically be deemed to be a grant by Subscriberto TDI of a perpetual, irrevocable, non -terminable, non-exclusive, unrestricted license (a "Starter License") to use, maintain and market such Starter. Subscriber shall retain the original of the Starter and, except as specifically licensed herein, shall retain all rights thereto. Each Starter License shall continue in perpetuity subject to the condition that TDI shall pay Subscriber all the Digital Starter Fees generated by such Starter as required under the Starter Program. All Starter Licenses shall survive any termination of this Agreement by TDI or Subscriber. Neither Subscriber nor TDI shall have responsibility or liability for any Errors (as defined below) in any Starter. Subscriber's sole remedy for failure of TDI to pay a Digital Starter Fee shall be to terminate the Starter License for such Starter and receive from TDI any such fees due. d. Survival It is expressly agreed that the provisions of this Section shall survive the termination of this Agreement, however any such termination may occur. 4. REMEDIES AND RIGHT OF INSPECTION a. Liquidated Damages Subscriber agrees that because of the expense and unique skill and labor required in the compilation, assembly and maintenance of the Title Plant, the Retrieved Information and Computer Prints have a value greatly in excess of the mere cost of copying same, and that the damage which TDI would suffer Title Data inc. - CONFIDENTIAL& PROPRIETARY INFORMATION Title Data Subscription Agreement ver. August 2021.docx from the wrongful use by or distribution to any Unauthorized User or wrongful utilization of the Title Plant, Image Library, Retrieved Information and Computer Prints, Products, or information derived therefrom (collectively "Violations"), would be uncertain and incapable of exact determination. However, the sums stipulated below constitute reasonable compensation in the event of such Violations and are predicated on several factors including, but not limited to, a loss of existing Subscribers to the Title Plant, lost opportunities to garner new Subscribers to the Title Plant, the work and effort to catalogue documents in, and otherwise assemble and maintain the Title Plant, the loss of customer share and the loss of trade secrets. Additionally, the particular type of Violation committed determines the character of liquidated damages assessed. The liquidated damages herein contained reflect a reasonable and rational forecast of the different levels of damages caused by various types of Violations. The stipulated sums are liquidated damages and not a penalty; the sums are intended to be solely compensatory and not punitive. b. Remedies (i) Calculation of Damages: In the event Subscriber commits any Violation, Subscriber shall pay to TDI as liquidated damages, and not as a penalty, an amount equal to the total of: (a) The subscription fee an Unauthorized User would have paid TDI for the month or months in which the Violation occurred, had such Unauthorized User been authorized by Agreement with TDI to access the Title Plant and/or Image Library, and (b) A search fee of $13.50 per legal description, and (c) A document fee of $5.00 per legal description (ii) Additional Damages Additionally, in the event any title insurance premium or other monies ("Unauthorized Payment") is received by an Unauthorized User which would not have been received but for a Violation committed by Subscriber, within thirty (30) days after receipt of the notice of the Violation from TDI, Subscriber shall either (i) cause the Unauthorized User to pay to Subscriber an amount equal to the Unauthorized Payment, or (ii) pay to TDI as liquidated damages, and not as a penalty, an amount equal to the Unauthorized Payment. Evidence of any payments to Subscriber pursuant to (i) above shall be provided to TDI within fifteen (15) business days of receipt. c. Gross Misappropriation For purposes of this Section, the phrase "Gross Misappropriation" shall mean when (1) a Subscriber has committed more than three (3) Violations with the same Unauthorized User in any calendar month; (2) a Violation with an Unauthorized User results in such Unauthorized User receiving Unauthorized Payments in excess of $5,000 or more in any calendar month; (3) a Subscriber fails to comply with the provisions of the Additional Damages Section 4.b(ii) above; or (4) Subscriber furnishes or gives access to the Title Plant to an individual or entity which prepares, compiles, assembles or updates, or plans to prepare, compile, assemble or update, a land title evidence plant, database or other body of records or information. Notwithstanding anything to the contrary in this Section, in the event of any Violation which constitutes a Gross Misappropriation, the amount of liquidated damages shall be FIVE HUNDRED AND NO/100 DOLLARS ($500.00) per record retrieved from the Title Plant or any Computer Print. For purposes of this Section a "record" is defined as an image of a recorded document and/or an index record created by TDI from a recorded document contained in the search results and/or run sheet obtained from TDI and used by Subscriber, or in the event that Subscriber does not provide such search results and/or run sheet to TDI, a run sheet that is produced by TDI. Failure to Pay Liquidated Damages In the event Subscriber fails to make payment of any damages assessed under this Section within sixty (60) days after demand, such action shall be considered to be a Default by Subscriber and Subscriber Title Data Inc. -CONFIDENTIAL& PROPRIETARY INFORMATION Title Data Subscription Agreement ver. August 2021.docx shall forfeit any and all rights to access the Title Plant and Image Library or to obtain from TDI any other information or services of any kind. e. Injunctive Relief In addition to the provisions relating to liquidated damages as set forth above, Subscriber agrees that the terms and provisions of this Agreement may be enforced by proceedings in equity for injunctive or other equitable relief, at the institution of TDI. Subscriber further agrees that in the event suit should be instituted against it to restrain violation of the terms of this Agreement, and a restraining order or temporary injunction sought pending trial on the merits, that it would suffer no damage from being enjoined or restrained pending a trial of such action on the merits, and that a bond not exceeding the sum of ONE THOUSAND AND NO/100 DOLLARS ($1,000.00) would be entirely adequate to protect it from damages, if any, which it might suffer in the event such injunction or restraining order should be dissolved for any reason at any subsequent time. f. Right of Inspection TDI shall have, for the purpose of monitoring Subscriber's compliance with the terms of this Agreement, (i) the right and license to enter upon the premises of Subscriber, with at least seven (7) business days' notice and during normal business hours, and (ii) the right to audit Subscriber's records pertaining to its use of the Title Plants and Image Library, however and wherever such records are stored and maintained, in cooperation with Subscriber's Information Technology and Security Departments, Survival It is expressly agreed that the restrictive provisions of this Section shall survive the termination of this Agreement, however any such termination may occur. COMPENSATION TO TDI a. Fees (i) Subscription Fee: Subscriber shall pay to TDI a fee (the "Subscription Fee") as set forth in Exhibit "C". (i i) Search Fee: Subscriber shall pay to TDI a fee (a "Search Fee") each time Subscriber obtains from TDI selected types of Retrieved Information. The types of Retrieved Information which are billable to Subscriber and the Search Fee amounts shall be as set forth in Exhibit "C" and shall be subject to change by TDI in accordance with Paragraph 5.b below. (iii) Digital Document Fee and ODDS Fee: Subscriber shall pay to TDI a fee (a "Digital Document Fee") for each copy of (a) a Digital Document which Subscriber retrieves from the Image Libraries, (b) a Tract Book page (orgroup oftract book pages which have been electronically joined together which Subscriber retrieves from the Title Plants and/or a fee (a "CDDS Fee") as such is defined in Exhibit "C". The Digital Document Fee and CDDS Fee shall equal the amount as set forth in Exhibit "C" and shall be subject to change by TDI in accordance with Paragraph 5.b below. (iv) Digital Starter Fee: Subscriber shall pay to TDI a fee (a "Digital Starter Fee") for each copy of a Digital Starter, which Subscriber retrieves from the Title Plants. The Digital Starter Fee shall equal the amount as set forth in Exhibit "C" and shall be subject to change by TDI in accordance with Paragraph 5.b below. (v) Taxes: There shall be added to the Subscription Fee, Search Fees, and Digital Document Fees, and Subscriber shall pay to TDI, an amount equal to the total of any federal, state or local excise, sales, use, or other taxes which are required to be paid by TDI as a result of any goods and services furnished by TDI pursuant to this Agreement, exclusive of income taxes based upon TDI's net income. Title Data Inc. - CONFIDENTIAL& PROPRIETARY INFORMATION Title Data Subscription Agreement ver. August 2621.docx b. Price Adjustment TDI shall have the right to adjust the Subscription Fee, Search Fee, Digital Document Fee, CDDS Fee and Digital Starter Fee. Subscriber shall be given at least thirty (30) days prior written notice of such adjustments. c. Billing and Payment On or before the fifth (5th) calendar day of each month TDI shall invoice Subscriber for (i) the Subscription Fee due for the current month, and (ii) the Search Fees, Digital Document Fees, Starters and CDDS fees due for the prior month. Such invoices shall be due and payable in the offices of TDI no later than the fifteenth (15th) calendar day of the month in which presented, or the next business day in the event such fifteenth (15th) calendar day falls on a Saturday, Sunday, or holiday observed by the United States Postal Service. All delinquent payments shall bear interest at the rate of eighteen percent (18%) per annum or the maximum rate that may lawfully be charged under applicable state or federal law, whichever is less. For purposes of this Agreement, the prior month shall be defined as the 26th of the prior month through the 25th of the current month. For example, an invoice sent on January V shall contain charges for Search Fees, Digital Document Fees, Starters & CDDS from November 26th through December 251". d. Deposit Upon execution of this Agreement, Subscriber shall pay to TDI a deposit in an amount equal to one (1) months Subscription Fee, which shall be returned by TDI to Subscriber, without interest, upon termination of this Agreement and payment of all monies owed TDI. 6. TITLE PLANT OWNERSHIP Title Plants Subscriber acknowledges and agrees that nothing in this Agreement shall be interpreted to grant Subscriber or any other party any ownership interest or other rights in and to the Title Plants, or any other asset of TDI, other than Subscriber's right, during the term of this Agreement, of access and use set forth in this Agreement. Subscriber shall not by virtue of this Agreement obtain any ownership interest or other rights of any kind in, or be entitled to receive copies of, any electronic media, including without limitation, computerized data files, computerized document image files, computerized maps, computerized edits, or computer software, owned or utilized by TDI in the operation of the Title Plants. Computer Prints and Digital Document Copies All Computer Prints and Digital Document copies shall be owned by Subscriber but shall be subject at all times to the provisions of this Agreement limiting the use, copying, and dissemination of Computer Prints and Digital Document copies. C. Starters All Starters retrieved by Subscriber shall be subject at all times to the provisions of this Agreement limiting the use, copying, and dissemination of such Starter(s). 7. LIABILITY a. Waiver of Liability; Indemnification Subscriber acknowledges and agrees that TDI shall not be liable to Subscriber for any losses, claims, expenses or damages, including consequential damages, sustained by Subscriber or any other party as a result of, or arising from, any breach by TDI of its obligations under this Agreement, including without limitation any error, mistake, negligence, or omission (collectively referred to as an "Error") made by TDI or any third party in the preparation, compilation and assembly of the Title Plants or distribution of Retrieved Information, Computer Prints, Digital Document copies, Starters, or other information of any kind obtained by Subscriber by or through TDI, including any errors resulting from its own negligence. Subscriber shall indemnify and hold harmless TDI from any and all losses, claims, expenses or damages, including all legal fees and related costs, arising out of any claims, demands, or causes of action asserted Title Data Inc. - CONFIDENTIAL& PROPRIETARY INFORMATION Title Data Subscription Agreement ver. August 2021.docx against TDI which are based in whole or in part upon (i) Errors contained in information provided to Subscriber by TDI, (ii) Errors made bySubscriberand contained in information provided bySubscriberto a third party, and (iii) Errors made by a third party in the processing or dissemination of information originally obtained from Subscriber. Within ten (10) days of its receipt of any claim, demand, or cause of action for which indemnification is required under this Paragraph 7.a, TDI shall give written notice of same to Subscriber. TDI shall be entitled to participate in the defense or settlement of any such actions, however Subscriber and its counsel shall have the exclusive right, in their sole discretion, to make all final decisions regarding such defense or settlement. b. Disclaimer of Warranties Subscriber acknowledges and agrees that the goods and services provided by or through TDI hereunder shall be accepted by Subscriber AS IS AND WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, AND WARRANTY OF GOOD WORKMANSHIP. Subscriber further acknowledges and agrees that the cost of the goods and services furnished by or through TDI pursuant to this Agreement are calculated and based upon sale by TDI to Subscriber of such goods and services without warranty and without liability for negligence, and but for these terms and conditions the cost of such goods and services would be significantly greater. c. Survival It is expressly agreed that the provisions of this Section shall survive the termination of this Agreement, however any such termination may occur. 8. DEFAULT Default by TDI Should TDI breach any of the terms, covenants, agreements, conditions or provisions of this Agreement, Subscriber shall give written notice of such default to TDI. TDI shall have ten (10) days from the date of such notice to cure such default. If such default is not cured within the time period provided above, Subscriber may, as its sole and exclusive remedy, immediately terminate this Agreement. b. Default by Subscriber In the event of a default by Subscriber under any of the terms, covenants, agreements, conditions or provisions of this Agreement, including without limitation, the obligation to make timely payment of any monies owed TDI and to comply with the provisions of this Agreement regarding use, copying, and dissemination of the Retrieved Information, Computer Prints, Digital Document copies, copies thereof, or information therefrom, TDI shall give written notice of such default to Subscriber and TDI shall have the right to immediately suspend Subscriber's access to the Title Plants until such default is cured. Subscriber shall have ten (10) days from the date of such notice to cure such default. If such default is not cured within the time period provided above, TDI may, at its option, terminate this Agreement and Subscriber shall no longer be entitled to any rights or benefits. In addition to such termination, TDI may pursue any other remedy available to it under this Agreement, at law or in equity, to recover any monies owed to it. 9. TERMINATION Term This Agreement shall remain in effect until the earlier of (i) two (2) years from the Effective Date (if Subscriber is not licensed as a Title Insurance Agent by the Texas Department of Insurance) or (ii) the date Subscriber's Title Insurance Agent's license expires (if Subscriber is licensed as a Title Insurance Agent by the Texas Department of Insurance). The term of this Agreement shall be extended automatically for successive two (2) year terms unless either party gives the other party notice that it does not wish to renew at least thirty (30) days prior to the expiration of any term. Notwithstanding the foregoing, this Agreement may be terminated at any time in accordance with the provisions of Sections 8, 9.b and 9.c. Title Data Inc. - CONFIDENTIAL& PROPRIETARY INFORMATION Title Data Subscription Agreement ver. August 2021.docx b. Termination by Subscriber Subscriber, provided it is not in default, may terminate this Agreement at any time without cause by giving TDI thirty (30) days prior written notice. Upon any such termination of this Agreement, Subscriber shall (i) pay to TDI any monies owed by Subscriber under this Agreement, and (ii) have no further right to access the Title Plants. c. Termination by TDI TDI shall be permitted to terminate this Agreement (i) without cause, by giving Subscriber thirty (30) days prior written notice, (ii) in accordance with the default provisions set forth in Section 8.b above, or (iii) in the event any covenant, condition, or provision of this Agreement is held to be invalid or unenforceable by a final judgement of a court of competent jurisdiction. 10. MISCELLANEOUS Entire Agreement This Agreement, including any other documents to which this Agreement is made subject, constitute the entire understanding and agreement between Subscriber and TDI, and supersedes any prior agreements between TDI, and/or any of its subsidiaries, and Subscriber. There are no terms, obligations, covenants, or conditions other than those contained or specifically referred to herein. Save and except rules promulgated by TDI, no modification oramendmentto this Agreement shall bevalid and effective unless and until it is in writing and executed by duly authorized representatives of all parties hereto. b. Effect of Headings The headings or titles of the several paragraphs and sections hereof shall be solely for convenience of reference and shall not affect the meaning or the construction, interpretation, or effect of this Agreement. c. Severability Each covenant, condition, and provision of this Agreement is essential to the general purpose hereof as contemplated by the parties. In the event any covenant, condition, or provision of this Agreement is held to be invalid or unenforceable by a final judgment of a court of competent jurisdiction, TDI shall have the right to terminate this Agreement in accordance with Paragraph 9.c above. Binding Effect Except as provided to the contrary herein, this Agreement shall be binding upon and inure to the benefit of the parties, their successors and assigns. Assignability Subscriber has no right to assign this Agreement. TDI reserves the right to assign its full interest in this Agreement, together with its obligations hereunder. f. Waiver Any failure by a party to exercise any of its rights under this Agreement in the event of a default or breach shall not be deemed to be a waiver of any rights with respect to any future breach or event of default, nor shall such forbearance be deemed a continuing waiver. g. Non -exclusivity of Remedies No right or remedy herein conferred upon or reserved by the parties is exclusive of any other right or remedy provided by law or equity. Governing Law; Jurisdiction This Agreement shall be governed by and construed in accordance with the laws of the State of Texas, and any proceeding or action regarding this Agreement shall be maintained exclusively in Harris County, Texas. Title Data Inc. - CONFIDENTIAL& PROPRIETARY INFORMATION Title Data Subscription Agreement ver. August 2021.docx 10 Attorneys' Fees Should either party institute legal proceedings to enforce the terms or conditions of this Agreement the prevailing party shall be entitled to recover all its reasonable attorneys' fees, costs, and other expenses reasonably and necessarily incurred. j. Force Majeure It is expressly understood and agreed that in the event the performance of any covenant, agreement, obligation, or undertaking of TDI contained in this Agreement is delayed by reason of war, civil commotion, act of God, governmental restrictions, regulations, or interference, fire or other casualty, or any other circumstance beyond the reasonable control of TDI, regardless of whether such circumstance is similar to any of those enumerated above, TDI shall be excused from doing or performing the same during the period of such delay. Notice All notices or other communications required or permitted to be given pursuant to this Agreement shall be in writing and shall be considered as properly given if delivered by electronic mail with acknowledgement of receipt requested and received, mailed by first class United States mail, postage prepaid, registered or certified with return receipt requested, delivered by overnight delivery service, or delivered in person. For the purposes of notice, the addresses of the parties are as follows: Title Data, Inc. 1225 North Loop West, Suite 950 Houston, Texas 77008 Attention: J. Kevin Gugenheim City of Fort Worth, Inc. 200 Texas Street Fort Worth, Texas 76102 Attention: Rebecca Owen Either party hereto may change the address to which notices shall be sent by a notice of change of address, mailed or delivered in the manner set forth above. Title Data Inc. - CONFIDENTIAL& PROPRIETARY INFORMATION Title Data Subscription Agreement ver. August 2021.docx 11 Multiple Copies This Agreement may be executed in multiple copies and if so, each such copy shall be effective as an original. m. DocuSign Signatures This Agreement may be executed by the use of DocuSign. DocuSign signatures on this Agreement shall be valid and enforceable to the same extent as original signatures. IN WITNESS WHEREOF, the parties have executed this Agreement as of the dates) below. City of Fort Worth -U,In Rebecca Owen (Feb 6, 202414:37 CST) By: Rebecca Owen Contract Management Manager Date: Title Data, Inc. ,T. Kevin 6ggenheim J. Kevin Cugenheim (Feb , 02414:35 CST) By: J. Kevin Gugenheim President & CEO Date: 02/06/2024 Title Data Inc. - CONFIDENTIAL& PROPRIETARY INFORMATION Title Data Subscription Agreement ver. August 2021.docx 12 Exhibit "A" C Title Plant �, ► Index Data Start Dates As of 12/13/2023 IBexar 1/1/1837 1/1/1977 1/27/1837 - 1/31/1981 scanned tract books Blanco 2/10/1846 1/7/1876 IBrazoria 5/9/1829 7/29/1975 1975 1876 1997 I N/A (Brazos 1/1/1957 1/1/1957 - - - IBurnet 10/1/1852 10/1/1852 ICaldwell 1/1/1992 4/12/1907 Cameron 6/13/1851 1/16/1920 I Chambers 1/1/1875 1/18/1912 I - Collin 1/1/1963 1/1/1963 I Comal 1/2/1847 1/2/1847 - I - IDallas 1/1/1964 1/1/1965 Denton 1/1/1876 1/1/1915 - IEctor 2/23/1886 1/1/1904 Ellis 1/29/1850 1/1/1925 I 1/1/1930 - 2/4/1974 El Paso 1/1/1915 1/1/1978 scanned tract book and - - - - take -off cards Fort Bend 1/1/1838 3/7/1977 1/25/1838 - 5/31/1980 1887 1977 1979 1979 scanned tract book Galveston 1/1/1839 11/10/1981 1/1/1838-11/10/1981 1840 1995 1982 N/A scanned tract book Grayson 1/1/1915 1/1/1928 - - - - Guadalupe 7/31/1970 7/31/1970 1/1/1954 - 12/31/1987 imaged take -off cards Harris 1/1/1961 9/15/1967 1/1/1836 - 12/31/1972 1915 1963 1969 1974 scanned tract book Hays 1/1/1970 5/27/1907 - - - - Henderson 1/1/1968 1/2/1975 Hidalgo 4/3/1851 1/3/1910 (Hunt 1/1/1912 1/1/1912 - - - - IJefferson 1/1/1900 1/1/1979 1978 1979 1981 1971 (Johnson 6/30/1854 1/1/1907 - - - - I Kaufman 1/1/1968 1/1/1968 (Kendall 1/1/1983 1/1/1964 (Liberty 1/1/1875 1/1/1971 Llano 1/5/1881 10/31/1908 (McLennan 1/1/1975 1/1/1975 Medina 9/5/1848 6/17/1911 Midland 3/5/1884 1/3/1900 - - 1/1/1945 - 3/1/1980 Montgomery 1/31/1838 1/1/1979 imaged take -off cards and 1930 2008 indexed Copy Flo 1/1/1846 - 12/31/1983 Nueces 1/1/1982 1/1/1979 scanned tract book. Subdivision - - portion ends 12/31/1955 (Parker 1/1/1898 1/1/1906 - IPotter 1/3/1949 1/3/1949 Page 1 Randall 5/3/1968 5/3/1968 - Rockwall 10/20/1848 1/1/1918 San Patricio 1/1/1996 1/1/1979 5/1/1853 - 12/31/1962 Tarrant 11/2/1942 1/1/1963 scanned tract book Subdivision portion starts Jan. 1891 Travis 7/1/1938 7/1/1938 - Walker 1/1/1960 1/1/1960 1 Waller 1/1/1873 1/1/1915 1976 1989 I Williamson 1/1/1848 1/1/1915 - - IWise 1/1/1978 1/1/1978 - Court Docket and Document System (CDDS) Title Data has acquired and placed into its Image Library digital images of dockets and associated case documents for many of the civil courts (state district, probate, and county) located in Title Data's Houston -area Title Plants. The dockets and associated case documents comprise a product called the Court Docket and Document System (CDDS). Subscribers to a county's Title Plant are able to view dockets and associated case documents for the courts located in that county. Please note that, where no dates are shown, Title Data continues to work with the court record custodians for those counties to obtain their civil dockets and case documents. Historically, when a title company determines from a search of the Title Plant that a court matter, either pending or closed, may affect title to a parcel of real property or a seller's/buyer's ability to participate in the pending real estate transaction, the title company would ask courthouse service to locate and e-mail back a copy ofthe court document or documents which require examination. This meant that the title company could not complete its examination and issue its title insurance commitment until the courthouse service had sent the requested copies, which could take a few hours or a few days. With CDDS, if Title Data has the required case documents loaded in its Image Library, they are immediately available for review, thereby speeding up the completion of the commitment. NOTES: I May contain gaps where some, but not all of the records can be found. Title Data does not load all case types, as some case types do not affect title to real property (for example, personal injurysuits). County Notes lAtascosa Clerk's electronic index is not available prior to 1975; Clerk has ongoing project to create electronic index prior to 1975 Brazoria Court docket indexes - family court cases are included with district civil court cases. Brazos Clerk's electronic index is not available prior to 1957 Collin Clerk's electronic index is not available prior to 1963 Dallas Clerk's electronic index is not available prior to 1964 As of May 2021, Fort Bend County stopped providing Probate, County, District Civil and District Family Court Docket Indexes. Therefore, they are not Fort Bend available in our CDDS system. Galveston Court docket indexes - family court cases are included with district civil court cases. Guadalupe Clerk's electronic index is not available prior to 1970 Clerk's electronic index is not available prior to 1961; As of August 15, 2023, Harris County stopped providing District Civil and District Family court Harris docket indexes. Therefore, they are not available in our CDDS system. As of March 2023, Jefferson County stopped providing Probate, County, District Civil and District Family Court Docket Indexes. Therefore, they are not Jefferson available in our CDDS system. Kaufman Clerk's electronic index is not available prior to 1968 Kendall Clerk's electronic index is not available prior to 1983 McLennan Clerk's electronic index is not available prior to 1975 As of May 22, 2014, Montgomery County stopped providing Probate and County Court Docket Indexes. Therefore, they are not available in our CDDS Montgomery system. Nueces Clerk's electronic index is not available prior to 1982 f San Patricia Clerk's electronic index is not available prior to 1993 (Tarrant Clerk's electronic index has gaps in 1967 — 1969 which are also reflected in the Title Plant; Clerk's electronic index is not available prior to 11/1942 Travis Clerk has ongoing project to create electronic index prior to 1938 Waller As of July 16, 2012, Waller County stopped providing Probate and County Court Docket Indexes. Therefore, they are not available in our CDDS system. Wise Clerk's electronic index is not available prior to 1978 Page 2 8661 V/N LON V/N 60OZ 696T SL6T S66T b00Z 6L6i Z66i Z66T 9181 6961 BL6I SZ6I MI E681 SLGT Z86T/T/6 E86T/E/0T ZL6i/T/i 096T/T/T 666T/S/4 086T/1/I E86T/T/S -PL6T/T/T OOOZ/T/I Z86T/T/Z 6L6I/T/T Z66i/T/T 6L6i/T/T V66T/E/T SS6T/T/T 966T/T/T T66I/£I/S TL6T/T/I E86T/T/I 896I/T/T "6T/T/T MINT 666T/T/T E86I/T/L EL6T/b/T 0L6T/T/T 6SWS/ZT E86T/LT/Z S66T/S/0T 1861/T/T 096T/T/T MINI 6L6T/T/T 466T/T/i T58T/T/T b96I/T/T LVBT/Z/T S86T/T/T L96T/T/T E66T/I/T 886I/T/T S86T/E/T E86T/T/6 S96T/T/T V66T/T/T S96T/T/T S96T/VZ/T b86T/6/L Z86I/I£/8-£S8T/L/L Z861/TE/8-ESST/L/4 E86T/Z/01-S16T/1;/T E861/Z/0I-S161/i/I ZL6T/T/I IL6T/IE/ZT-9EST/i/T 0961/1/1 096I/L/T 6661/b/b-6£6T/T/T 6661/17/4- MT/T/9 6L6i/TE/ZT 9L81/17/V 6L61/1EIZI.9L8T/b/17 E861/00, SLWL/9 £86I/00+ OZ6T/ZZ/ZI EL61/TE/ZL 0061/T/I EL6T/TE/ZI Sb81/OZ/OT 6661/00I-896I/E/S 6661/OE/ZT-8961/E/5 Z86T/TE/T-086T/Z/I Z861/T£/I-6b6I%E/I EL61/TE/ZT-8681/1/I 9L61/LE/ZT-8681/I/I I66T/IE/ZI-6L6i/i/T T66I/TE/ZI-V68T/SI/9 8L6i/iE/ZT-9MI/T/I SL6I/IE/ZT-8£ST/TE/I 0061/£/I 1?88T/S/E MIAMI - 696I/T/I 1786I/IE/ZT - 8b8T/S/6 S66T/IE/ZT-8L61/BZ/ZT S66T/TE/ZT-6V81/ET/OT T661/ZT/S-6L6I/T/I I66T/ZI/S-I881/S/71 IL61/1/1 OL6i/IE/ZI SLBI/I/T Z86T/TE/ZT-6S6T/T/01 Z86T/TE/Zi Z98T/8/E 196T/IE/ZI-OZ6I/1/ZT L96T/TE/ZT-6VOTAIVOT E86I/TE/ZT - GL61/1/T E86T/TE/ZI -tSEVOE/9 Z86T/IE/ZT - 9L61/6Z/ZT ZSWEE/ZT - T461/9Z/4 8661:/TE/Zi - ZT61/T/T 866I/T£/ZI - MINT ISST/E/V ISBT/E/b SL61/Z/T S461/Z/T 046T/I/T MIAMI 8ti8T/SZ/8 656T/6Z/9-0981/bZ/ZT 656T/b/ZT LE8I/ti/Z £86I/91/Z-OL61/T/8 E861/91/Z 968I/T/8 S661/b/0T-ST6T/T/i S661/y/OT SI6T/I/I O86T/TE/ZT-6EST/T/I 086I/1E/ZT-6E8I/T/T 6L6i/T£/ZT-Z"T/T/T 6L6T/TE/ZT-S£SI/T/T E96T/TE/ZT-6161/9Z/S E96T/iE/Zi-OSBT/T/T 6L6i/T/T 8L6T/IE/ZT-OSSI/6Z/1 b68T/EI/T 988T/EZ/Z TS8T/T/T TSSS/I/T V961/T/T E96I/TE/ZT-9ti81/0Z/L LhSi/Z/T Lb8i/Z/T tiSGT/TE/ZI-086I/i/I b861/TE/ZT SLST/9/OT 996T/iE/Zi 5LST/T/T 996I/T£/ZT-SLSI/i/T i58T/ET/9 TS8T/EI/9 L86T/TEIZI-L061/ZI/b LSEOTE/ZT-L06T/ZT/v ZSSI/T/0I ZS12I/I/0T E86T/TE/8 4961/I/1 E86T/TE/8 LS6T/T/I tr96i/iE/ZT 9Z8T/i/I V961AS/El MINT 9bST/0I/Z 968T/OT/Z V96i/TE/ZT-LE13I/i/T "6T/TE/ZI-L£8I/1/I S16I/I/I S16T/i/I b861/8/L - RrWl/i b86T/S/L - Z06I/S/9 aslM l uosweill!M1 aallEMl JOIJEMl SlAeall }ueJJell uppled ue5l I[em4nV I]epUea JaWd JBIJed saoanN Aiawo24uoVy PUeIPIW eu[PaW ueuuaToW ouerl Auaq.rj Ilepu;)A uewjne)l uosugori uasia.4arl iunHl aBleplHl uosaapuaHl SAeHl suJeH l adnlepen9l uosAeJgl UOISanleE) l Pu" :p03 osed 19 S+113 Jojo] uo}ua0 selle0 lewo0 Ullla"3 sjagwey:) uotawej ][ample] laumg sozea8l euazei8l aauelel Jens] [lab l doxpe8l (sagew!) algei!entl s;uawnaoa ase:) jano: +g Awdoad lean 1� „g„ I!q!4x3 Court Docket and Document System (ODDS) Title Data has acquired and placed into its Image Library digital images of dockets and associated case documents for many of the civil courts (state district, probate, and county) located in Title Data's Houston -area Title Plants. The dockets and associated case documents comprise a product called the Court Docket and Document System (CDDS). Subscribers to a county's Title Plant are able to view dockets and associated case documents for the courts located in that County. Please note that, where no dates are shown, Title Data continues to work with the court record custodians for those counties to obtain their civil dockets and case documents. Historically, when a title company determines from a search of the Title Plant that a court matter, either pending or closed, may affect title to a parcel of real property or a seller's/buyer's ability to participate in the pending real estate transaction, the title company would ask a courthouse service to locate and e-mail back a copy of the court document or documents which require examination. This meant that the title company could not complete its examination and issue its title insurance commitment until the courthouse service had sent the requested copies, which could take a few hours or a few days. With CDDS, if Title Data has the required case documents loaded In its Image Library, they are immediately available for review, thereby speeding up the completion of the commitment. NOTES: ' May contain gaps where some, but not all of the records can be found. Title Data does not load all case types, as some case types do not affect title to real property (for example, personal injury suits). County Notes While Title Data has used its best efforts to assemble the most complete and legible digital image library available anywhere, with more than one billion images today, in rare All Counties: instances a customer may find a document or page missing or the Image is illegible. Please report such instances to Customer Support. Atascosa Clerk has ongoing project to scan images prior to10/1975 Bell Also Includes maps filed In the deed records, which start April 18,1855 Brazoria Also includes Federal Land Bank documents (3 volumes) from August 1917 through September 1928, Family court cases are included with district civil court cases Brazos Clerk has on going project to scan deed record images prior to 1957 Caldwell Also includes maps filed In the deed records Chambers Also includes mechanic's lien documents Denton Clerk has gaps in 1851 through 1875 El Paso Deed oftrust documents begin 1977 Fort Bend As of May 2021, Fort Bend County stopped providing Probate, County, District Civil and District Family court case documents (images). Therefore, they are not available in our CDDS system Galveston Family court cases are included with district civil court cases Volumes 3768, 3769, 3798, 3810, 3811, 3842, 3847, 3848, 3850 and 3853 are missing from the county clerk's office; also Includes contract records from Volume 1(June 1872) through Harris Volume 1151(June 1959). As of August 15, 2023, Harris County stopped providing District Civil and District Family court case documents (images). Therefore, they are not available in our CDDS system. Hays Alpha deeds 1848 thru 1891; numeric deeds 1866 thru 1969 (Jefferson As of March 2023, Jefferson County stopped providing Probate court case documents (images). Therefore, they are not available in our CDDS system. Montgomery As of May 22, 2014, Montgomery County stopped providing Probate and County court case documents (images). Therefore, they are not available in our CDDS system. Nueces Oil & gas documents start February 18,1915 Tarrant Clerk has gaps in 1967-1969 Travis Clerk has on going project to scan images priorto 1938 Waller Maps are Interspersed in the OR and deed records Williamson Also includes some deeds from 1848 through 1915 Page 2 This Exhibit "C" is CONFIDENTIAL INFORMATION and should not be provided to any party other than Bona Fide Employees of Subscriber. Title Data does not permit sharing this information with any other third party without prior written consent. Exhibit "C" Title Plants & Pricing Monthly Subscription Fees Monthly Subject Effective Subscription Counties Date Fee 1I Denton 5oo.00 02/12/2024 21Parker 500.00 02/12/2024 3 Tarrant 500.00 02/12/2024 a wise 5oo.00 02/12/2024 Digital Document Fees Monthly Cost per * Digital documents consist of (i) documents recorded in a county clerk's real Volume Document property records, (ii) recorded maps (plats), (iii) proprietary acreage maps and < 500 $0,00 (iv) imaged backplants. 500 + $0.75 * A customer is only billed a single fee, whether the document is viewed, printed or both. * Documents retrieved during the monthly billing period for all counties under subscription count towards achieving the higher volume price point. * Copies of digital documents retrieved cost $1.00 per document for customers not subscribing to the title plant for which the digital document pertains Digital Starter Fees Over 8,800,000 title insurance commitments and policies are linked to applicable parcels in the geographic index portion of the Title Plants. Copies of digital commitments and policies cost $30 each and a Subscriber has access to commitments and policies which pertain to those counties under subscription. FORT WORTH, VENDOR SERVICES AGREEMENT EXHIBIT V F VERIFICATION OF SIGNATURE AUTHORITY TITLE DATA, INC 1225 NORTH LOOP WEST, SUITE 950 HOUSTON, TX 77008 Execution of this Signature Verifieation Form ("Form") hereby certifies that the following individuals and/or positions have the authority to legally bind Vendor and to execute any agreement, amendment or change order on behalf of Vendor, Such binding authority has been granted by proper order, resolution, ordinance or other authorization of Vendor. City is fully entitled to rely on the warranty and representation set forth in this Form in entering into any agreement or amendment with Vendor, Vendor will submit an updated Form within ten, (10) business days if there are any changes to the signatory authority. City is entitled to rely on any current executed Form until itreceives a revised Form that has been properly executed by Vendor. 1. Name: J. Kevin Gugenheim Position,: President & CEO gn 2. . Position: Signature 3. Name; Position: Signature Name: J, Kevin Gugenheim ?gjreo President / CEO Date; 11 G 610.-1 � Vendor Services Agreement —Exhibit C Page I of 1