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Service Solicited - 2026 - CDI - Software & Services for LaserficheDocusign Envelope ID: 77399BB7-4269-8543-82A8-C6811B1B41A0 0CD1 Software & Services Purchase Agreement This agreement is made and entered into on, Seller: Cities Digital, Inc. D.B.A. "CDI" 2000 O'Neil Road Suite 150 And Hudson, WI 54016 herein referred to as "Seller"; by and between: Buyer: City of Eagle, Idaho Buyer Address 1: 660 E. Civic Ln Buyer Address 2: P.O. Box 1520 City, State, Zip: Eagle, ID 83616 herein referred to as "Buyer." v.2026.1 WITNESSETH WHEREFORE, in consideration of the mutual covenants herein contained, and other valuable consideration, the receipt of which is acknowledged, the parties agree as follows: 1. Agreement to Sell and Purchase: Seller hereby agrees to sell to Buyer, and Buyer agrees to purchase from Seller those software products, services, maintenance agreements, and upgrades set forth in Exhibit "K. 2. License Agreement: It is specifically agreed and acknowledged that the software products sold by Seller to Buyer as described in Section 1 hereinabove, are being sold subject to the restrictions, duties and obligations of Seller pursuant to License Agreements referenced in "Exhibit D" and/or Multi -Year Subscriptions outlined in "Exhibit F." Buyer, by its execution of this agreement, agrees to fully abide by the terms and conditions of such License Agreements and Multi -Year Subscription Terms, and further agrees to fully indemnify, protect, and hold Seller harmless from any claims, suits, actions, liabilities, damages (including all legal costs incurred by Seller) resulting from any violation by Buyer under the terms thereof. 3. Term of Agreement: The term of this Agreement shall be for 1 year from the date of execution, unless terminated by either party with or without cause. 4. Purchase Price. Payments & Renewals: The purchase price for the software products and services being purchased by Buyer from Seller are set forth in the quotation in Exhibit "A" and shall be due and payable from Buyer to Seller as follows: a. In consideration of the initial purchase of products and/or services, the Buyer shall pay Seller commensurate with payment schedule below. Initial invoices for software and services are due upon receipt. Future invoices will be paid within thirty (30) days of invoice date. Invoices not paid within 90 days of invoice may be subject to a one and %2 percent (1.5%) monthly interest charge (eighteen percent (18%) per year). b. It is acknowledged that certain items set forth in "Exhibit A" if necessary are based on Seller's estimates, including fees from the "Fee Sheet' included in "Exhibit B." The sums payable by Buyer for maintenance and upgrades as described in "Exhibit K are in addition to being payable as set forth above, payable annually on the anniversary of the purchase date. Such sums may be subject to a price increase after payment for the initial year, provided that, the price shall only be increased by Seller in the event that Seller's costs therefore are increased by the Laserfiche Group or its successor in interest. Buyer shall have no legal obligation to continue paying for the maintenance (software updates) and technical support provided Buyer does not see value in said service. c. It is agreed that the estimates for those items set forth in "Exhibit K will not be exceeded by Seller without prior written approval by Buyer. In the event that the estimates are exceeded with approval of Buyer, then Buyer shall pay the difference with the payment set forth in "Exhibit A" hereinabove. It is agreed that Seller may need to adjust billable rates periodically, as well as mileage and per -diem charges, as part of this Purchase Agreement. This change will happen not more frequently than once per year. The Buyer will be notified of this change at least 30 days in advance of this change. d. Renewal and payment of maintenance, subscription products and Laserfiche Cloud need to be completed prior to client's renewal date to avoid disruption of subscription services and to avoid fees. Cancellation of Subscription or change of Subscription products from Laserfiche requires thirty (30) day notice prior to renewal date. Subscription renewal payments not received before expiration date will be subject to a ten percent (10%) late renewal fee by Laserfiche. CDI 2000 O'Neil Road - Suite 150 - Hudson, WI 54016 P. 855.714.2800 www.CDI.support Docusign Envelope ID: 77399BB7-4269-8543-82A8-C6811B1B41A0 Payment Schedule Payment Date Description / Percentage Payment Amount Upon Receipt of Licenses Software and Maintenance & Services in Exhibit A $27,160.20 5. Limitation: It is specifically acknowledged and agreed that all techniques, procedures and methodologies used and implemented by Seller in the performance of its work under this agreement are not included in the sale, and all intellectual property rights to such techniques, procedures and methodologies shall be retained by Seller, or by such third parties with whom Seller may contract with or have licenses through. 6. Independent Contractor: It is specifically acknowledged that Seller is an independent contractor, and that no agent, employee, or subcontractor of Seller shall be deemed an employee of Buyer or be entitled to any compensation from Buyer except as specifically set forth in this agreement. 7. Confidentiality: Seller shall keep confidential all non-public aspects of the work performed under this contract, including but not limited to all communications regarding that work and all Buyer data and information to which Seller obtains access in the course of performing services under this agreement. Seller shall limit internal access to information regarding work under this contract to those members of Seller's own staff or subcontractors of Seller who are directly involved in the work or otherwise have a need for access to the information. Unless otherwise required by law, Seller shall not disclose any non- public information to anyone other than the Buyer's project manager and Seller's own staff and subcontractors without the Buyer's prior written consent. Seller shall ensure that all individuals and subcontractors engaged directly or indirectly by Seller to provide services under this agreement are advised of and required to comply with the forgoing confidentiality obligation. 8. Sharina Information: Upon the Buyer's written request and authorization, Seller shall share any project information designated by the Buyer and shall fully cooperate with all corporations, firms, contractors, governmental entities, and persons involved in or associated with the project and designated by the Buyer in the request. Seller shall not communicate with representatives of any of the news media regarding work under this contract; any communications with news media representatives regarding this contract shall be exclusively through the Buyer. 9. Commitment and Completion: It is agreed that Seller shall commence work within 14 days of receipt by Seller from Buyer of a written authorization to proceed and shall be completed pursuant to Exhibit "A." Notwithstanding such schedules, it is acknowledged that delays resulting from any acts or omissions of Buyer, or circumstances beyond the control of Seller, including, but not limited to acts of war or terror, natural disasters, material shortages, and acts of God, shall not be deemed a breach of this agreement. 10. Insurance: Seller shall maintain occurrence for commercial general liability and automobile liability insurance which shall include personal injury, bodily injury, including death, and broad form property damage including loss of use of property, occurring in the course of or in any way related to Seller's operations, in an amount not less than $2,000,000 combined single limits per occurrence; Seller shall maintain Workers' Compensation and Employer's liability for all consultants' employees who are subject to Worker's Compensation statute either as a carrier -insured employer or as a self -insured employer. Seller shall maintain cyber breach, professional errors and omissions liability insurance for the protection of the Seller and its employees and subcontractors, insuring against losses arising out of or resulting from breach, their professional acts, omissions, activities or services, in an amount not less than $2,000,000 per claim. At the request of Buyer, Seller shall furnish the Buyer with certificates evidencing the date, amount, and type of insurance required by this contract. 11. Warranty and Limitations: Except as otherwise set forth herein, Seller's warranty is specifically limited to successful completion of installation and operation of Laserfiche software program with respect to scanning and capturing documents of Buyer as provided in Exhibit "B", and that, except as may be available through the Laserfiche Group, Seller gives no other warranties, express or implied. In the event the software is unable to perform as warranted by Seller within 30 days of completion of installation, Buyer shall be entitled to a full refund of the purchase price. It is specifically acknowledged and agreed that Seller's warranty is limited and shall not apply to performance by the Seller under this agreement of specifications other than those specifically warranted above, such exclusions to include, but are not limited to: 1) the integration of the system to be installed by Seller with existing software of Buyer; and 2) the importation of documents into the system, due to the fact Seller currently has insufficient knowledge of the documentation. In addition, said warranties shall not apply: a) To the extent of any problems encountered with the integration of external databases with the software installation; b) To the extent of any problems encountered as a result of the failure of the Buyer to install and configure the hardware necessary to operate the software in accordance with the hardware specifications previously provided by the CDI 2000 O'Neil Road - Suite 150 - Hudson, WI 54016 P. 855.714.2800 www.CDI.support Docusign Envelope ID: 77399BB7-4269-8543-82A8-C6811 131 B41A0 Seller; or c) To the extent of any problems encountered as a result of the failure of the Buyer's computing equipment, servers, networks or operating systems. 12. Limitation and Damages: BUYER AGREES THAT SELLER'S TOTAL AGGREGATE LIABILITY, IF ANY, SHALL NOT EXCEED FEES PAID TO SELLER BY BUYER FOR THE PRODUCTS AND/OR SERVICES INVOLVED. The Seller will endeavor to provide high quality services and a high -quality product. However, the Seller is not, and will not be responsible for any consequential or incidental damages resulting from any interruptions of service, or data loss (including lost transactions). With the exception of Buyer subscribing to Server Hosting, day-to-day data backup is the Buyer's responsibility and Seller is not and cannot be liable for data loss due to poor or nonexistent or insufficient backup or any other issues associated and/or caused by Buyer's day-to-day server data backup. 13. Attorney's Fees: In case suit, action, or arbitration is instituted to enforce or rescind any of the rights or provisions expressed in this agreement, the party not prevailing agrees to pay the prevailing party's costs and disbursements related to said proceedings and such sums as the court or arbitrator, may adjudge reasonable for the attorney's fees at trial or appeal of said suit or action. 14. Governing Law: This agreement shall be governed and construed under the laws of Ada County, Idaho.. 15. Severability: If any provision of this agreement shall be prohibited or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this agreement. 16. Complete Agreement: This represents the complete and final agreement of the parties regarding the purchase and sale of software products and other services to be rendered by Seller on behalf of Buyer and supersedes and replaces any oral or written agreements heretofore made. Any modification to this agreement shall only be valid in writing and signed by the parties hereto. 17. Sales Tax & Use Tax: Buyer understands that CDI does not collect sales tax in all states and localities. Buyer agrees to pay all applicable sales or use taxes required by their local jurisdictions not already outlined in this contract. 18. Paperless Billing: By selecting "Accepted" below Buyer signifies preference for paperless billing and will receive a digital copy of invoices emailed to a designated email address for processing. 19.In accordance with Idaho Code Section 67-2359 Cities Digital Inc. DBA: CDI (company) hereby certifies that it is not owned or operated by the Government of China, as defined in said code section, and that during the Term of this Agreement it will not be owned or operated by the Government of China. ACCEPTED ® DECLINED ❑ Email Address: Seller: Cities Digital, Inc. Name: Patrick Welsch Title: President Date: 7/30/2026 Sly wd by: By: Ep aivufciPWLItSc� Buyer: C4V) 0( Name: aYA Title: p� N Date: o , ZJ ` Z o By. CDI 2000 O'Neil Road -Suite 150 -Hudson, WI 54016 P. 855.714.2800 www.CDI.support Docusign Envelope ID: 77399BB7-4269-8543-82A8-C6811131B41A0 EXHIBIT A: Quotation CDI 2000 O'Neil Road -Suite 150 -Hudson, WI 54016 P. 855.714.2800 www.CDI.support Docusign Envelope ID: 77399BB7-4269-8543-82A8-C6811B1B41A0 Cities Digital, Inc. "CDI" 2000 O'NEIL ROAD #150 HUDSON, WI 54016 US 6517142800 sales@cdi.support www.cdi.support BILL TO City of Eagle IT Department 660 E. Civic Lane Eagle, ID 83616 NUMBER DESCRIPTIONPART OTY RATE AMOUNT LASERFICHE ANNUAL SUPPORT AND UPDATES ENF20-50-998 Lasertiche Rio Named Full User 50-99 Annual 55 213.89 11,763.95 Maintenance ERM-50.96E Lasefthe Rio Records Management Edition 50- 55 21.39 1,176.45 99 Annual Maintenance EFRM-50-99B Laserfiche Rio Forms Professional 50-99 Annual 55 21.39 1,176.45 Maintenance ECN-50-99B Laserfiche Rio Connector 50-99 Annual 55 10.69 587.95 Maintenance EPFRMB Laserfiche Rio Forms Portal Annual Maintenance 1 1.762.90 1,762.90 QC1B Laserfiche Rio Quick Fields Core Annual 1 1,102.50 1,102.50 Maintenance IAB Laserfiche Rio Import Agent Annual Maintenance 1 330.75 330.75 SCX1 B Laserfiche Rio ScanConnect Annual 3 110.25 330.75 Maintenance PPM258 Lasertiche Rio Public Portal Annual Maintenance 1 5,512.50 5,512.50 JSPAR-10-199 Laserfiche Self -Hosted Participant Users 10.199 14 115.00 1,610.00 CD2155S ArcGIS Integration with Laserfiche by CDI 1 1.680.00 1.680.00 Annual Maintenance CD3030S Auto OCR Engine for Laserfiche by CDI Annual 1 126.00 126.00 Maintenance CURRENT SUPPORT EXPIRES: 08/25/26 Thank you for your business! SUBTOTAL 27,160.20 TAX 0.00 TOTAL 27,160.20 Overdue renewals are subject to a 10% reinstatement fee by Laserfiche, and a 1.5% late fee. Please remit payment to: CDI, 2000 O'NEIL ROAD ZI50, HUDSON, WI 54016 CDI 2000 O'Neil Road - Suite 150 - Hudson, WI 54016 P. 855.714.2800 www.CDI.support Docusign Envelope ID: 77399BB7-4269-8543-82A8-C6811B1B41A0 EXHIBIT B: Software & Subscription Support Policy, "LSSP" or "Annual Maintenance" Software Annual Maintenance or Subscription Support is an annual assurance program initiated by CDI and required by the manufacturer to ensure that buyers are able to receive regular product updates and basic software support through their Solution Provider. CDI has developed this policy with regard to services that are included with the purchase of Annual Subscription or Annual Maintenance in order to serve all buyers with access to hotfixes and expert technical support. Services included in base costs: • CDI technical support hotline: 0 855-714-2800 0 SupportCl.CDl.support 0 hftps://www.cdi-support/support • Software updates including hotfixes and new feature releases • LogMeln remote support (allows support technicians to access buyer's computer remotely) • Client portal access: Submit & track tickets, view contracts, access videos and documentation • Annual consulting meeting & strategy session • Annual software performance audit Description of Support Services Laserfiche Software Subscription Plan (LSSP) or Fee is based upon software or subscription components that have been Annual Maintenance I purchased. The support plan is renewable each year. Seller support is provided as a part of the Laserfiche annual support or subscription fee. Technical support is considered assistance with software malfunctions (break/fix) or "bugs." Technical Support does include assisting Buyer with how-to questions and assistance with configuration of the software. Response Time and Definition Responses provided within 24 hours of initial report. Most responses and technical troubleshooting will happen within an hour, if not immediately through chat / remote support. Responses consist of diagnosing the problem and if possible, resolving it immediately. If it is not possible to resolve immediately a time will be scheduled to attempt resolution of the problem at the buyer's convenience. Seller provides a technical support hotline during weekday and non - holiday business hours 8:00 AM to 7:00 PM Central Time. The technical support staff processes telephone calls, emails and remote connections as they arrive. The Support Coordinator assesses difficulty of tasks and assigns cases to the tiered support staff. This process is in place to provide support to our customers based on the impact on their on -going operations. Non -emergency calls for support are typically responded to within one hours (or less). Critical calls (delay in work or loss of data due to system issues) may be responded to immediately. Support calls may be escalated internally to other technicians as needed. Options for Coverage During Non -Standard Appointments may be scheduled with the Director of Support at Business Hours or "After -Hours Support" Support@CDI.support. After-hours support requires a two -week prior notification, unless in case of emergency. Upgrades, development, training & other services conducted after hours will be subject to billable rates and availability. Billable rates for Buyers with current Laserfiche Subscription or Annual Maintenance Plans are $346.50/hr. before 8:00am and after 7:00pm Central Time and weekends. A minimum of one hour will be billed and incrementally every fifteen minutes thereafter. CDI 2000 O'Neil Road -Suite 150 -Hudson, WI 54016 P. 855.714.2800 www.CDI.support Docusign Envelope ID: 77399BB7-4269-8543-82A8-C6811B1B41A0 CDI Closed on Six Federal Holidays CDI will be closed New Year's Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day. Capability for Remote Diagnostics A web -based tool for remote diagnostics and support called LogMeln is utilized. With specific prior written authorization from Buyer an unattended access tool is available for use. Update Installation Limitations (does not apply to Product updates are installed, in -place on the same server where Laserfiche Cloud) Laserfiche is already installed. The installation service is free of charge for clients with standard LSSP or Annual Maintenance. Limitations on the installation services are as follows: 1. Installations in new environments or new servers requires planning and project management services outside the scope of free installations. 2. New environments are defined as new domains, installing into a new cloud environment such as Azure or AWS. 3. Installations must be scheduled in advance using the scheduling request form online. Installations are not available same -day. Installations during off -hours, weekends or holidays are subject to off -hours support charges. 4. Testing of all workflows, forms, business processes, quick fields sessions and integrations are the responsibility of the client. Advanced implementations or mission critical systems may require project management and consulting services for advanced user acceptance testing (UAT). 5. Client is responsible for installing Windows operating systems, MS SQL, configuring domain users and network security. 6. CDI limits the number of free server installations to one production and one test environment. The client may install additional test environments, development environments, etc. Maintenance Cost for Fixes, Major Releases and Maintenance that is done over the phone or remote access is included in Platform Changes subscription or annual maintenance agreement at no additional cost. Software upgrade packages are available to Buyer at support.laserfiche.com or by request from Support@CDI.support. Major and infrequent upgrades referred to as "platform changes" may be subject to a fee. The fee is set by the manufacturer when the platform is released. Support Escalation Procedures 1. Problems are reported, a support case is opened and documented. The case is resolved over the phone or remotely. 2. If immediate resolution is not possible, problem is reported to second tier support. 3. If there is no existing solution, CDI development will write a script, solution or "work around" to fix the problem. CDI will then implement the solution. CDI creates technical support cases on behalf of the Buyer with the manufacturer upon diagnosis of the problem if the problem cannot be immediately resolved by CDI. Tracking Database All support cases are tracked in a ticketing system. The tracking software assigns incident numbers, and the buyer may call -in or email a request the status on any support case at any time during work hours or by visiting the client portal. Third -Party IT Contractors Buyers that utilize a third -party IT contractor for management of servers and networking should expect their IT contractor to assign remote -access to CDI for installation and configuration. Should unattended access not be permissible, third -party IT consultants may need to be present during installation or configuration. Additional configuration pertaining to Buyer's network IP addresses, network security and access may be necessary from time -to -time. Charges from third -party IT consultants may be assigned. CDI is not responsible for such charges. It is the policy of CDI CDI 2000 O'Neil Road -Suite 150 -Hudson, WI 54016 P. 855.714.2800 www.M.support Docusign Envelope ID: 77399BB7-4269-8543-82A8-C6811B1B41A0 to copy Buyer on all communication between third -party IT contractors unless explicitly instructed not to. Scanner Depot Support Hardware with valid serial numbers under an extended service agreement, deemed repairable by CDI Support, will be sent to CDI after the client receives a loaner scanner. Scanner Depot Support provides an overnight loaner. The defective scanner must be returned in the loaner's packaging. Once repaired, the original unit is shipped back to the client, who then returns the loaner in the same packaging. The client pays shipping to CDI; CDI covers return shipping to the client. Services not included in base Subscription LSSP or Maintenance costs - Rates Sheet: Technical services, design, configuration Per hour $231 Project management Per hour $231 Development, integration and conversion Per hour $347 Cancelled Meeting within 24 Hours 1/2 hour/person) Per hour $115.50-$173.50 Off -hours work, outside normal business hours excluding holidays minimum one hour. Per hour $347 Encrypted drive shipment — Export/import(per request) Per ex/import $525 Managed Services including config of domains, IP addresses, certificates, firewall or SQL Per hour 1 $347 Mileage reimbursement Per mile $.585 Per diem minimum when providing onsite service Perday $250 Completion of private security due diligence examinations Per hour $250 CDI 2000 O'Neil Road - Suite 150 - Hudson, WI 54016 P. 855.714.2800 www.CDI.support Docusign Envelope ID: 77399BB7-4269-8543-82A8-C6811B1B41A0 Exhibit C: Laserfiche Self -Hosted Recommended Server Specifications - Does not apply to Laserfiche Cloud %_ I o I f! ThinBhenl Lo:elfr;hv_e ,:r Tk,.k(.. I"." Vli.l k11n11,11- Ld•;Nn­I A,Jr:ll I'll', 1;nr111.I"I„ F.�n Wr.,kllr•:v L%I:,erf,, he �rl Au7rt i�a�l Web nLces: Wor�fl.n. C.r�alyne WNG At cam, VJrbimk �. F'Upll: {"JR01 LdseAl:h_ 4'urn15 oaf=h�tL WA, F'�r lns r, , LF plus VJEbllnk ImO,xl A4e3 ulrk 17Wl ; Fnl-lic FCrli,l Intl"'rl ,�yeril (rile i`l.,l, Arlo nl•!.:ncol,. llui� l I "Id, Laserfiche 12 (the self -hosted version, including components like Repository Server, Web Client, etc.) does not publish strict minimum hardware specs (like exact CPU cores or RAM amounts) in the official documentation for version 12 specifically. Supported Software and OS (Minimum Requirements) These are the officially supported platforms for Laserfiche 12, per the Laserfiche documentation (the lowest versions listed serve as the effective minimums): Operating Systems: Server OS (required for core servers like Repository Server; must be with Desktop Experience, not Server Core): • Windows Server 2016 • Windows Server 2019 • Windows Server 2022 • Windows Server 2025 Desktop OS (for client/admin tools; Home editions not supported): • Windows 10 • Windows 11 Database Engines (Microsoft SQL Server required; Laserfiche Forms requires 2014 SP3+): • Microsoft SQL Server 2016 SP2 (or higher) • Microsoft SQL Server 2017 • Microsoft SQL Server 2019 • Microsoft SQL Server 2022 • Amazon RIDS for SQL Server (supported versions) • Azure SQL Managed Instance • Azure SQL Database (with limitations, e.g., on cross -database queries for certain features) Web Browsers (for Web Client, forms, etc.): • Recent versions of Google Chrome, Microsoft Edge, Mozilla Firefox • Safari (on macOS/iOS for repository interaction and forms) Hardware Recommendations These are not hard minimums but practical recommendations —actual needs depend on repository size, user count, concurrent usage, scanning volume, etc. Laserfiche advises reviewing their hardware planning resources or consulting with support/partners for sizing. Laserfiche does not list explicit minimum hardware for version 12, but recommendations from closely related documentation (e.g., version 11 Laserfiche Server specs, hardware planning guides, and partner resources) suggest the following as baselines or recommended: Laserfiche Server (core repository server): CPU: Intel/AMD x64 processor at 1.8 GHz minimum; quad -core recommended (especially if co -located with Full -Text Search). RAM: 4 GB minimum; 8 GB recommended (more if Full -Text Search is on the same machine). Full -Text Indexing and Search Service (if separate or co -located): CPU: Dual -core 1.8 GHz+ (quad -core or higher recommended for performance). RAM: 6-8 GB+. CDI 2000 O'Neil Road -Suite 150 -Hudson, WI 54016 P. 855.714.2800 www.CDI.support Docusign Envelope ID: 77399BB7-4269-8543-82A8-C6811131B41A0 General notes from planning guides: For production environments (especially with Forms, Workflow, or larger repositories), scale up significantly: e.g., 4+ cores and 12+ GB RAM for servers, separate SQL Server instance with its own robust hardware (often 8+ GB RAM, multi -core CPU). Directory Server minimum: —2 cores and 2 GB RAM in some guides. CDI 2000 O'Neil Road -Suite 150 -Hudson, WI 54016 P. 855.714.2800 www.CDI.support Docusign Envelope ID: 77399BB7-4269-8543-82A8-C6811B1B41A0 Exhibit D: End User License Agreements "EULA" LASERFICHE END USER LICENSE AGREEMENT 1. The Laserfiche End User License Agreement is available for reference in entirely on our website at cdi.support/eula CDI 2000 O'Neil Road -Suite 150 -Hudson, WI 54016 P. 855.714.2800 www.CDI.support Docusign Envelope ID: 77399BB7-4269-8543-82A8-C681 1131 B41AO Exhibit E: Non -Disclosure Agreement This Agreement is made and entered into as of the last date signed below (the "Effective Date") by and between Cities Digital, Inc., a Wisconsin corporation having its principal place of business at 2000 O'Neil Road, Suite 150, Hudson, WI 54016 (the "Primary Party") and City of Eagle, Idaho whose principal mailing address 660 E. Civic Ln P.O. Box 1520 Eagle, ID 83616 (the "Second Party"). WHEREAS Primary Company and the Second Party (the "Parties") have an interest in participating in discussions wherein either Party might share information with the other that the disclosing Party considers to be proprietary and confidential to itself ("Confidential Information"); and WHEREAS the Parties agree that Confidential Information of a Party might include, but not be limited to that Party's: (1) business plans, methods, and practices; (2) personnel, customers, and suppliers; (3) inventions, processes, methods, products, patent applications, and other proprietary rights; or (4) specifications, drawings, sketches, models, samples, tools, computer programs, technical information, or other related information; NOW, THEREFORE, the Parties agree as follows: 1. Either Party may disclose Confidential Information to the other Party in confidence provided that the disclosing Party identifies such information as proprietary and confidential either by marking it, in the case of written materials, or, in the case of information that is disclosed orally or written materials that are not marked, by notifying the other Party of the proprietary and confidential nature of the information, such notification to be done orally, by e-mail or written correspondence, or via other means of communication as might be appropriate. 2. When informed of the proprietary and confidential nature of Confidential Information that has been disclosed by the other Party, the receiving Party ("Recipient") shall, for a period of three (3) years from the date of disclosure, refrain from disclosing such Confidential Information to any contractor or other third party without prior, written approval from the disclosing Party and shall protect such Confidential Information from inadvertent disclosure to a third party using the same care and diligence that the Recipient uses to protect its own proprietary and confidential information, but in no case less than reasonable care. The Recipient shall ensure that each of its employees, officers, directors, or agents who has access to Confidential Information disclosed under this Agreement is informed of its proprietary and confidential nature and is required to abide by the terms of this Agreement. The Recipient of Confidential Information disclosed under this Agreement shall promptly notify the disclosing Party of any disclosure of such Confidential Information in violation of this Agreement or of any subpoena or other legal process requiring production or disclosure of said Confidential Information. 3. All Confidential Information disclosed under this Agreement shall be and remain the property of the disclosing Party and nothing contained in this Agreement shall be construed as granting or conferring any rights to such Confidential Information on the other Party. The Recipient shall honor any request from the disclosing Party to promptly return or destroy all copies of Confidential Information disclosed under this Agreement and all notes related to such Confidential Information. The Parties agree that the disclosing Party will suffer irreparable injury if its Confidential Information is made public, released to a third party, or otherwise disclosed in breach of this Agreement and that the disclosing Party shall be entitled to obtain injunctive relief against a threatened breach or continuation of any such breach and, in the event of such breach, an award of actual and exemplary damages from any court of competent jurisdiction. 4. The terms of this Agreement shall not be construed to limit either Party's right to develop independently or acquire products without use of the other Party's Confidential Information. The disclosing party acknowledges that the Recipient may currently or in the future be developing information internally, or receiving information from other parties, that is similar to the Confidential Information. Nothing in this Agreement will prohibit the Recipient from developing or having developed for it products, concepts, systems or techniques that are similar to or compete with the products, concepts, systems or techniques contemplated by or embodied in the Confidential Information provided that the Recipient does not violate any of its obligations under this Agreement in connection with such development. 5. Notwithstanding the above, the Parties agree that information shall not be deemed Confidential Information and the Recipient shall have no obligation to hold in confidence such information, where such information: (a) Is already known to the Recipient, having been disclosed to the Recipient by a third party without such third party having an obligation of confidentiality to the disclosing Party; or (b) Is or becomes publicly known through no wrongful act of the Recipient, its employees, officers, directors, or agents; or (c) Is independently developed by the Recipient without reference to any Confidential Information disclosed hereunder; or (d) Is approved for release (and only to the extent so approved) by the disclosing Party; or (e) Is disclosed pursuant to the lawful requirement of a court or governmental agency or where required by operation of law. 6. Nothing in this Agreement shall be construed to constitute an agency, partnership, joint venture, or other similar relationship between the Parties. 7. Neither Party will, without prior approval of the other Party, make any public announcement of or otherwise disclose the existence or the terms of this Agreement. 8. This Agreement contains the entire agreement between the Parties and in no way creates an obligation for either Party to disclose information to the other Party or to enter into any other agreement. CDI 2000 O'Neil Road - Suite 150 - Hudson, WI 54016 P. 855.714.2800 www.M.support Docusign Envelope ID: 77399BB7-4269-8543-82A8-C6811B1B41A0 9. This Agreement shall remain in effect for a period of two (2) years from the Effective Date unless otherwise terminated by either Party giving notice to the other of its desire to terminate this Agreement. The requirement to protect Confidential Information disclosed under this Agreement shall survive termination of this Agreement. IN WITNESS WHEREOF: Cities Digital, Inc. dba "CDI" Company Patrick Welsch Name PSipn+tl by: afVtL�. hLstf —x.,ero�e Signature President Title 7/30/2026 Date City of Eagle, Idaho Brad Pike � e Mayor `IZL Date CDI 2000 O'Neil Road -Suite 150 -Hudson, WI 54016 P. 855.714.2800 www.M.support Docusign Envelope ID: 77399BB7-4269-8543-82A8-C6811B1B41A0 Exhibit F: Multi -Year Subscription Terms Customers choosing to subscribe to Laserfiche Cloud or Self -hosted Subscriptions may opt for a Multi -Year Subscription Period of either 3 or 5 years; provided that multi -year Subscription Periods will have a 5% annual year -over -year price increase at a minimum. Expansions for multi -year Subscriptions are sold at list price. Expansions for multiyear Subscription Periods, are allowed at any point in accordance with section above. Downgrades are not permitted for multi -year Subscription Periods. Any downgrade request will void the multi -year contracted pricing and terminate the pricing arrangement, resulting in Subscriber reverting to then current list pricing. Upon early termination, all remaining amounts owed for the original multi -year contracted Subscription Period will become due and payable in full as of the termination date. Addendum to Cities Digital Inc. Software & Services Purchase Agreement WHEREAS, the Idaho Legislature during its 2023 legislative session passed an act, codified at Idaho Code § 67- 2359, requiring public entities of the State of Idaho to include in certain contracts for services (including any renewals of such contracts) a written certification that the Vendor/Contractor is not currently owned or operated by the government of China and will not for the duration of the contract be owned or operated by the government of China. 1. In accordance with Idaho Code Section 67-2359 Cities Digital Inc. DBA: CDI (company) hereby certifies that it is not owned or operated by the Government of China, as defined in said code section, and that during the Term of this Agreement it will not be owned or operated by the Government of China. Party/Representative Initials P� Date: 7/30/2026 CDI 2000 O'Neil Road - Suite 150 - Hudson, WI 54016 P. 855.714.2800 www.CDI.support