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HomeMy WebLinkAbout2021-587-E-AMS-Codex Corporation Guardian RFID-Install Guardian RFID at Detention CenterRevised 06/21 1 [Departmental Use Only] TITLE Guardian RFID FY 2021/2022 NORTH CAROLINA SERVICES AGREEMENT NO RFP/RFQ ORANGE COUNTY This Services Agreement (hereinafter “Agreement”), made and entered into this 6th day of October, 2021, (“Effective Date”) by and between Orange County, North Carolina a political subdivision of the State of North Carolina (hereinafter, the "County") and Codex Corporation Guardian RFID, (hereinafter, the "Provider"). WITNESSETH: That the County and Provider, for the consideration herein named, do hereby agree as follows: 1. Services a. Scope of Work. i) This Agreement is for services to be rendered by Provider to County with respect to (insert type of project): To install the Guardian RFID at the New Detention Center: The Command & Control™ platform from GUARDIAN RFID® helps corrections professionals work safer, smarter, and more aware by maximizing compliance, mitigating risk, and increasing staff efficiency. Please See Attached Proposal dated 10/04/2021. ii) By executing this Agreement, the Provider represents and agrees that Provider is qualified to perform and fully capable of performing and providing the services required or necessary under this Agreement in a fully competent, professional and timely manner. iii) Time is of the essence with respect to this Agreement. iv) The services to be performed under this Agreement consist of Basic Services, as described and designated in Section 3 hereof. Compensation to the Provider for Basic Services under this Agreement shall be as set forth herein. 2. Responsibilities of the Provider a. Services to be provided. The Provider shall provide the County with all services required in Section 3 to satisfactorily complete the Project within the time limitations set forth herein and in accordance with the highest professional standards. b. Standard of Care. i) The Provider shall exercise reasonable care and diligence in performing services under this Agreement in accordance with the highest generally accepted standards DocuSign Envelope ID: DD745968-955D-4BC3-861E-CC4C36AA7B3D Revised 06/21 2 of this type of Provider practice throughout the United States and in accordance with applicable federal, state and local laws and regulations applicable to the performance of these services. Provider is solely responsible for the professional quality, accuracy and timely completion and submission of all work related to the Basic Services. ii) Provider shall be responsible for all errors or omissions of its agents, contractors, employees, or assigns in the performance of the Agreement. Provider shall correct any and all errors, omissions, discrepancies, ambiguities, mistakes or conflicts at no additional cost to the County. iii) The Provider shall not, except as otherwise provided for in this Agreement, subcontract the performance of any work under this Agreement without prior written permission of the County. No permission for subcontracting shall create, between the County and the subcontractor, any contract or any other relationship. iv) Provider is an independent contractor of County. Any and all employees of the Provider engaged by the Provider in the performance of any work or services required of the Provider under this Agreement, shall be considered employees or agents of the Provider only and not of the County, and any and all claims that may or might arise under any workers compensation or other law or contract on behalf of said employees while so engaged shall be the sole obligation and responsibility of the Provider. v) If activities related to the performance of this Agreement require specific licenses, certifications, or related credentials Provider represents that it or its employees, agents and subcontractors engaged in such activities possess such licenses, certifications, or credentials and that such licenses certifications, or credentials are current, active, and not in a state of suspension or revocation. vi) In determining the Basic Services to be provided, should any documents be referenced in this Agreement, the terms of this Agreement shall have priority in any conflict between the terms of referenced documents and the terms of this Agreement. vii) Should this Agreement involve project designs, the construction or creation of which is to be bid out or fulfilled by other contractors, and bidding or negotiation with contractors produce prices which, when added to the other elements of the approved total project cost, produce a cost that is in excess of the approved total project cost, the Provider shall participate with the County in negotiation and design adjustments to the extent such are necessary to obtain prices within the approved total project cost. All activity of the Provider with respect to these matters shall constitute Basic Services and shall be performed by the Provider without additional compensation. If negotiation and design adjustments fail to bring costs within the total project cost the County may reject all bids and Provider will redesign or reduce portions of the project in an effort to reduce the bid prices to within the total project cost and rebid the project. One such redesign is included within Basic Services. If this second letting for bids does not produce bids that are within the approved total project cost initially or after negotiations DocuSign Envelope ID: DD745968-955D-4BC3-861E-CC4C36AA7B3D Revised 06/21 3 with the contractor the cost is not reduced to an amount within the total project cost, the Provider is not obligated to engage in further redesign. 3. Basic Services a. Basic Services. The Services to be rendered pursuant to this Agreement are as follows (fully describe services to be provided): To Install the Guardian RFID at the New Detention Center. Please See Attached Proposal Dated 10/04/2021. 4. Duration of Services a. Term. The term of this Agreement shall be from 10/06/2021 to 01/06/2021. b. Scheduling of Services. i) The Provider shall schedule and perform its activities in a timely manner. ii) Should the County determine that the Provider is behind schedule, it may require the Provider to expedite and accelerate its efforts, including providing additional resources and working overtime, as necessary, to perform its services in accordance with the approved project schedule at no additional cost to the County. iii) The Commencement Date for the Provider's Basic Services shall be 10/06/2021. 5. Compensation a. Compensation for Basic Services. Compensation for Basic Services shall include all compensation due the Provider from the County for all services satisfactorily (as determined by the County) performed pursuant to this Agreement. The maximum amount payable for Basic Services shall not exceed Twenty Six thousand One Hundred Thirty Nine Dollars and Thirty Six Cents Dollars ($26139.36). Payment for satisfactorily performed Basic Services shall become due and payable within thirty (30) days of Provider properly invoicing County. Payment shall be subject to provisions of Section 5(b). b. Disputes. In the event the amount stated on an invoice is disputed by the County, the County may withhold payment of all or a portion of the amount stated on an invoice until the parties resolve the dispute. Should Provider fail to perform its duties under the terms of this Agreement, County may, without fault or penalty, withhold any payment associated with the work to be performed until such time as said work is completed. c. Additional Services. County shall not be responsible for costs related to any services in addition to the Basic Services performed by Provider unless County requests such additional services in writing and such additional services are evidenced by a written amendment to this Agreement. 6. Responsibilities of the County DocuSign Envelope ID: DD745968-955D-4BC3-861E-CC4C36AA7B3D Revised 06/21 4 a. Cooperation and Coordination. The County has designated (Alan Dorman) to act as the County's representative with respect to the Project who shall have the authority to render decisions within guidelines established by the County Manager or the County Board of Commissioners and who shall be available during working hours as often as may be reasonably required to render decisions and to furnish information. 7. Insurance a. General Requirements. Provider shall obtain, at its sole expense, Commercial General Liability Insurance, Automobile Insurance, Workers’ Compensation Insurance, and any additional insurance as may be required by County’s Risk Manager as such insurance requirements are described in the Orange County Risk Transfer Policy and Orange County Minimum Insurance Coverage Requirements (each document is incorporated herein by reference and may be viewed at http://www.orangecountync.gov/departments/purchasing_division/contracts.php). If County’s Risk Manager determines additional insurance coverage is required such additional insurance shall consist of NA (if no additional insurance required mark N/A as being not applicable). Provider shall not commence work until such insurance is in effect and certification thereof has been received by the County's Risk Manager. 8. Indemnity a. Indemnity. To the extent authorized by North Carolina law the Provider agrees, without limitation, to defend, indemnify and hold harmless the County from all loss, liability, claims or expense, including attorney's fees, arising out of or related to the Project and arising from property damage or bodily injury including death to any person or persons caused in whole or in part by the negligence or misconduct of the Provider except to the extent same are caused by the negligence or willful misconduct of the County. It is the intent of this provision to require the Provider to indemnify the County to the fullest extent permitted under North Carolina law. 9. Amendments to the Agreement a. Changes in Basic Services. Changes in the Basic Services and entitlement to additional compensation or a change in duration of this Agreement shall be made by a written Amendment to this Agreement executed by the County and the Provider. The Provider shall proceed to perform the Services required by the Amendment only after receiving a fully executed Amendment from the County. 10. Termination a. Termination for Convenience of the County. This Agreement may be terminated without cause by the County and for its convenience upon seven (7) days’ prior written notice to the Provider. b. Other Termination. The Provider may terminate this Agreement based upon the County's material breach of this Agreement; provided, the County has not taken all reasonable actions to remedy the breach. The Provider shall give the County seven (7) days' prior written notice of its intent to terminate this Agreement for cause. Either party may DocuSign Envelope ID: DD745968-955D-4BC3-861E-CC4C36AA7B3D Revised 06/21 5 terminate this Agreement upon notice to the other party that obligations pursuant to this Agreement are made impractical due to declarations of emergency by Orange County or by North Carolina due to events directly impacting Orange County. Both parties shall remain responsible for all payment and performance due up to the receipt of such notice, but shall have no further obligation or responsibility beyond that date provided the terminating party has taken all reasonable steps to complete the performance of its obligations. c. Compensation After Termination. i) In the event of termination, the Provider shall be paid that portion of the fees and expenses that it has earned to the date of termination, less any costs or expenses incurred or anticipated to be incurred by the County due to errors or omissions of the Provider. Upon request of the County, the Provider shall submit to County all relevant documentation, including but not limited to, job cost records, to support its claims for final compensation. ii) Should this Agreement be terminated, the Provider shall deliver to the County within seven (7) days, at no additional cost, all deliverables including any electronic data or files relating to the Project. d. Waiver. The payment of any sums by the County under this Agreement or the failure of the County to require compliance by the Provider with any provisions of this Agreement or the waiver by the County of any breach of this Agreement shall not constitute a waiver of any claim for damages by the County for any breach of this Agreement or a waiver of any other required compliance with this Agreement. e. Suspension. County may suspend the Basic Services and this Agreement at any time for County’s convenience and without penalty to County upon three (3) days’ notice to Provider. Upon any suspension by County, Provider shall discontinue work on the Basic Services and shall not resume the Basic Services until notified to proceed by County. 11. Additional Provisions a. Limitation and Assignment. The County and the Provider each bind themselves, their successors, assigns and legal representatives to the terms of this Agreement. Neither the County nor the Provider shall assign or transfer its interest in this Agreement without the written consent of the other. b. Governing Law. This Agreement and the duties, responsibilities, obligations and rights of respective parties hereunder shall be governed by the laws of the State of North Carolina. By executing this Agreement Provider affirms that Provider and any subcontractors of Provider are and shall remain in compliance with Article 2 of Chapter 64 of the North Carolina General Statutes. By executing this Agreement Provider certifies that Provider has not been identified, and has not utilized the services of any agent or subcontractor identified, on the list created by the State Treasurer pursuant to G.S. 147-86.58. By executing this Agreement Provider certifies that Provider has not been identified, and has not utilized the services of any agent or subcontractor identified, on the list created by the State Treasurer pursuant to G.S. 147-86.81. DocuSign Envelope ID: DD745968-955D-4BC3-861E-CC4C36AA7B3D Revised 06/21 6 c. Non-Discrimination. Provider shall at all times remain in compliance with all applicable local, state, and federal laws, rules, and regulations including but not limited to all state and federal non-discrimination laws, policies, rules, and regulations and the Orange County Non-Discrimination Policy and Orange County Living Wage Policy (each policy is incorporated herein by reference and may be viewed at http://www.orangecountync.gov/departments/purchasing_division/contracts.php.) Any violation of the Orange County Non-Discrimination Policy is a breach of this Agreement and County may immediately terminate this Agreement without further obligation on the part of the County. This paragraph is not intended to limit and does not limit the definition of breach to discrimination. d. Dispute Resolution. Any and all suits or actions to enforce, interpret or seek damages with respect to any provision of, or the p erformance or non-performance of, this Agreement shall be brought in the General Court of Justice of North Carolina sitting in Orange County, North Carolina. It is agreed by the parties that no other court shall have jurisdiction or venue with respect to such suits or actions. Binding arbitration may not be initiated by either Party, however, the Parties may agree to nonbinding mediation of any dispute prior to the bringing of such suit or action. e. Entire Agreement. This Agreement represents the entire and integrated agreement between the County and the Provider and supersedes all prior negotiations, representations or agreements, either written or oral. This Agreement may be amended only by written instrument signed by both parties. Modifications may be evidenced by facsimile signatures. f. Severability. If any provision of this Agreement is held as a matter of law to be unenforceable, the remainder of this Agreement shall be valid and binding upon the Parties. g. Ownership of Work Product. Should Provider’s performance of this Agreement generate documents, items or things that are specific to this Project such documents, items or things shall become the property of the County and may be used on any other project without additional compensation to the Provider. The use of the documents, items or things by the County or by any person or entity for any purpose other than the Project as set forth in this Agreement shall be at the full risk of the County. h. Non-Appropriation. Provider acknowledges that County is a governmental entity, and the validity of this Agreement is based upon the availability of public funding under the authority of its statutory mandate. In the event that public funds are unavailable or not appropriated for the performance of County’s obligations under this Agreement, then this Agreement shall automatically expire without penalty to County immediately upon written notice to Provider of the unavailability or non-appropriation of public funds. It is expressly agreed that County shall not activate this non-appropriation provision for its convenience or to circumvent the requirements of this Agreement. In the event of a change in the County’s statutory authority, mandate or mandated DocuSign Envelope ID: DD745968-955D-4BC3-861E-CC4C36AA7B3D Revised 06/21 7 functions, by state or federal legislative or regulatory action, which adversely affects County’s authority to continue its obligations under this Agreement, then this Agreement shall automatically terminate without penalty to County upon written notice to Provider of such limitation or change in County’s legal authority. i. Signatures. This Agreement together with any amendments or modifications may be executed electronically. All electronic signatures affixed hereto evidence the consent of the Parties to utilize electronic signatures and the intent of the Parties to comply with Article 11A and Article 40 of North Carolina General Statute Chapter 66. j. Notices. Any notice required by this Agreement shall be in writing and delivered by certified or registered mail, return receipt requested to the following: Orange County Provider’s Name Attention:Alan Dorman Guardian RFID P.O. Box 8181 6900 Wedgewood Rd Hillsborough, NC 27278 Maple Grove, MN 55311 [SIGNATURE PAGE TO FOLLOW] DocuSign Envelope ID: DD745968-955D-4BC3-861E-CC4C36AA7B3D Revised 06/21 8 IN WITNESS WHEREOF, the Parties, by and through their authorized agents, have hereunder set their hands and seal, all as of the day and year first above written. ORANGE COUNTY: PROVIDER: By: _________________________________ Bonnie Hammersley By: __________________________________ Ken Dalley Printed Name and Title DocuSign Envelope ID: DD745968-955D-4BC3-861E-CC4C36AA7B3D 10/7/202110/18/2021 Revised 06/21 9 ORANGE COUNTY—DEPARTMENT USE ONLY ______________________________________________________________________________ Party/Vendor Name: Codex Corporation Guardian RFID Party/Vendor Contact Person: Ken Dalley Contact Phone: 336-688-2626 Party/Vendor Address: 6900 Wedgwood Rd. N Suite 325 City Maple Grove State: Minnesota Zip: 55311 Department: AMS Amount: $26139.36 Purpose: Install Guardian RFID at Detention Center Budget Code(s): 61370035-800112-10064 Vendor # 67313 (N/A if new vendor) Vendor is a BOCC consultant? Yes No Contract Type: (Check one) New Renewal Amendment Effective Date Approved by Board Yes No Agenda Date: --- For Section XIV. c. contracts only, Approved by Board in Current FY Budget Yes No This agreement is approved as to technical form and co ntent and I as Department Director affirmatively state work on this project has not been initiated prior to execution of the agreement: Department Director’s Signature ________________________________________ Date: ________ Agreements for emergency services or repair are not subject to the above affirmation. If services related to this agreement have already begun or been completed please briefly describe the nature of the emergency condition that was addressed: Information Technologies (Applicable only to hardware/software purchases or related services) This agreement has been reviewed and is approved as to information technology content and specifications: Office of the Chief Information Officer___________________________________ Date: ________ Risk Management This agreement is approved for sufficie ncy of insurance standards, specifications, and requirements: Office of the Risk Management Officer___________________________________ Date: _________ Financial Services This instrument has been pre-audited in the manner required by the Local Government Budget and Fiscal Control Act: Office of the Chief Financial Officer ____________________________________ Date: _________ Legal Services This agreement is approved as to legal form and sufficiency: Office of the County Attorney __________________________________________Date: ________ Clerk to the Board Received for record retention: All Docusign contracts must be copied to the Clerk upon completion: occlerkdocs@orangecountync.gov The following signature block is for hard co pies only and is not required for Docusign contracts: Office of the Clerk to the Board __________________________________________Date:_________ DocuSign Envelope ID: DD745968-955D-4BC3-861E-CC4C36AA7B3D 10/7/2021 10/7/2021 10/18/2021 10/18/2021 GUARDIAN RFID 6900 Wedgwood Road North, Suite 325 Maple Grove, MN 55311 Command & Control Platform™ (855) 777-RFID (7343) www.guardianrfid.com October 04, 2021 Orange County Jail (NC) Timothy Jones 125 Court St Hillsborough, North Carolina 27278 RE: GUARDIAN RFID®Proposal for Orange County Jail (NC) Dear Captain Jones: Thank you for your interest in GUARDIAN RFID®for Orange County Jail (NC). It’s our privilege to prepare the enclosed pricing proposal. If you have any questions or needs regarding this information, please contact me directly at Steve@GuardianRFID.com or 336-688-2626. It’s our pleasure to support you. The Command & Control™ platform f rom GUARDIAN RFID®helps corrections professionals work safer, smarter, and more aware by maximizing compliance, mitigating risk, and increasing staff efficiency. Tools for your team ●SPARTAN™, the ultra-rugged, Android exclusively f rom GUARDIAN RFID.® ●GUARDIAN RFID®Hard Tags™ ●GUARDIAN RFID®OnDemand™, our Web-based reporting and integration platform ●GUARDIAN RFID®Mobile Command™, our Android-based mobile application WHY GUARDIAN RFID? Orange County Jail (NC)is looking to deploy GUARDIAN RFID®because: 2019 GUARDIAN RFID.®All rights reserved. The information in this letter is proprietary and confidential.Page 0 DocuSign Envelope ID: DD745968-955D-4BC3-861E-CC4C36AA7B3D GUARDIAN RFID 6900 Wedgwood Road North, Suite 325 Maple Grove, MN 55311 Command & Control Platform™ (855) 777-RFID (7343) www.guardianrfid.com 1.GUARDIAN RFID®effectively and comprehensively manages their security round automation, while supporting important capabilities such as real-time guidance via Compliance Monitor, which includes system notifications and email-based reminders. Security rounds (including security checks and cell checks) support offender-level data collection, simultaneous support for image capture during cell checks, and the ability to look at inmate profile data during security rounds. 2.GUARDIAN RFID®helps Orange County Jail (NC) fully customize their data collection and reporting needs – whether its cell check observations, supply passes, inmate movements, activity logging, and more – via our patented WordBlock™ technology. 3.GUARDIAN RFID®provides real-time, cloud-based reporting.Generate reports f rom a number of pre-built categories in seconds, and filter reports by date, time, staff, shift, location, inmate name (or booking number), activity type, keyword, and more. 4.GUARDIAN RFID®interfaces with the agency’s existing offender management system. GUARDIAN RFID®PLATFORM PRICING OVERVIEW GUARDIAN RFID®is a secure, private, cloud-based platform that delivers an unlimited user, concurrent use agency license. You do not need to purchase additional user licenses to access or use GUARDIAN RFID,®and you can fully customize what privileges you grant to end users. GUARDIAN RFID®OnDemand is powered by Microsoft SQL Server Reporting Services and is securely accessible f rom any device with Internet access. Our Cloud platform also supports integration with your offender/offender management system, sharing inmate demographics, housing assignments, inmate restrictions, keep separates, and mugshots automatically. 2019 GUARDIAN RFID.®All rights reserved. The information in this letter is proprietary and confidential.Page 1 DocuSign Envelope ID: DD745968-955D-4BC3-861E-CC4C36AA7B3D GUARDIAN RFID 6900 Wedgwood Road North, Suite 325 Maple Grove, MN 55311 Command & Control Platform™ (855) 777-RFID (7343) www.guardianrfid.com The GUARDIAN RFID®Cloud provides fully automated data backups and software updates, 24x7 access to your data, and unlimited data storage. SPARTAN™ OVERVIEW SPARTAN™ BY GUARDIAN RFID®is our ultra-rugged, Android scanner. Purpose-built by GUARDIAN RFID,®each SPARTAN includes: ●3-year, premium care warranty with accident protection coverage ●2x extended capacity lithium-ion, hot-swappable, rechargeable batteries (10-12 hours of continuous battery life) ●Docking cradle GUARDIAN RFID®| Mobile Command Mobile Command by GUARDIAN RFID®is a powerful, configurable, Android app that enables staff to work faster, smarter, and more securely. Automate security rounds, inmate tracking, activity logging, and more at the point of responsibility – all in real-time. 2019 GUARDIAN RFID.®All rights reserved. The information in this letter is proprietary and confidential.Page 2 DocuSign Envelope ID: DD745968-955D-4BC3-861E-CC4C36AA7B3D GUARDIAN RFID 6900 Wedgwood Road North, Suite 325 Maple Grove, MN 55311 Command & Control Platform™ (855) 777-RFID (7343) www.guardianrfid.com GUARDIAN RFID®| INMATE IDENTIFICATION This proposal does not include pricing for RFID wristbands or ID Cards, however, you have the option of adding these items in at any time after go-live. Visit our blog to explore the differences between the most commonly used forms of identification in corrections today: https://guardianrfid.com/blog/inmate-identification -wristbands-vs-id-cards. TRAINING Your quote includes on-site training and shadowing. Classroom-led instruction spans 4-hours where your entire team practices using SPARTAN, Hard Tags, and Mobile Command software in a variety of use cases. Repetitive practice during the 4-hour class helps to build proficiency, knowledge, and muscle memory. Your instructor also customizes training based on your facility’s goals, objectives, policies, and procedures. You’ll immediately go-live after your last class. This allows all staff members to use the instruction they just gained. Your trainer will also shadow each shift during go-live. PRICING TERM The software licensing term is governed by the Master System Agreement. The term of the agreement can be one-year with multiple (optional) one-year renewal extensions, as well as multi-year agreements. 2019 GUARDIAN RFID.®All rights reserved. The information in this letter is proprietary and confidential.Page 3 DocuSign Envelope ID: DD745968-955D-4BC3-861E-CC4C36AA7B3D GUARDIAN RFID 6900 Wedgwood Road North, Suite 325 Maple Grove, MN 55311 Command & Control Platform™ (855) 777-RFID (7343) www.guardianrfid.com Upf ront Invoice Options The upf ront price for GUARDIAN RFID is $26,139. You can pay the upf ront pricing for GUARDIAN RFID. If you choose the milestone payments, GUARDIAN RFID®will invoice you for amounts due after the occurrence of the following events, which are also detailed in Addendum B of the Master System Agreement: ●1st Milestone Payment: 25% due upon contract execution ●2nd Milestone Payment: 25% Access to GUARDIAN RFID®OnDemand ●3rd Milestone Payment: 25% Hardware Delivery ●4th Milestone Payment: 25% Go-Live Upf ront Invoice Options for Orange County Jail (NC) Week* Milestones 1 2 3 4 5 6 7 8 9 10 11 12 13 Contract Execution •$6,534.75 Software Access •$6,534.75 Hardware Delivery •$6,534.75 Go-Live •$6,534.75 *This timeline is a best-estimate based on standard deployment histories System Renewal Fee (SRF) Payment Plans Customers are charged a System Renewal Fee (SRF), renewing every 12 months on the anniversary of your go-live date. The SRF covers service and technical support, software updates and upgrades, lifetime guarantee of your GUARDIAN RFID®Hard Tags, and complimentary participation in our SPARTAN loaner program. The SRF is charged based on your licensing level, your number of mobile devices, and add-on modules such as Medication Manager™ or Operational Intelligence.™ 2019 GUARDIAN RFID.®All rights reserved. The information in this letter is proprietary and confidential.Page 4 DocuSign Envelope ID: DD745968-955D-4BC3-861E-CC4C36AA7B3D GUARDIAN RFID 6900 Wedgwood Road North, Suite 325 Maple Grove, MN 55311 Command & Control Platform™ (855) 777-RFID (7343) www.guardianrfid.com Your SRF goes into effect one year following your go-live date. Service, support, and software updates/upgrades are included in your first year of use at no additional charge. Please note that GUARDIAN RFID®does reserve the right to increase your SRF by a maximum of 3.5%, per year. Orange County Jail (NC) has the option of paying for SPARTAN™ by means of Conventional pricing (upf ront) or FutureProof pricing, which enables GUARDIAN RFID®users to reduce their initial capital outlay on SPARTAN™ through predictable payment terms. FutureProof pricing also enables you to receive brand-new SPARTANS every three years through your subscription. This helps to avoid large budgetary demands that you may anticipate as your mobile technology reaches its end of life while helping your staff leverage technology ref reshes. 2019 GUARDIAN RFID.®All rights reserved. The information in this letter is proprietary and confidential.Page 5 DocuSign Envelope ID: DD745968-955D-4BC3-861E-CC4C36AA7B3D GUARDIAN RFID 6900 Wedgwood Road North, Suite 325 Maple Grove, MN 55311 Command & Control Platform™ (855) 777-RFID (7343) www.guardianrfid.com Payment Options for Orange County Jail (NC) Year Option 1: Own Hardware Option 2: Lease Hardware 1 Total $26,139 SPARTAN (5x @ $700)$3,500 Other Items $20,164 Total $23,664 2 SPARTAN (5x @ $0)$0 SPARTAN (5x @ $700)$3,500 Mobile Command (5x @ $695)$3,475 Mobile Command (5x @ $695)$3,475 Cloud + Add-Ons $6,495 Cloud + Add-Ons $6,495 Total $9,970 Total $13,470 3 SPARTAN (5x @ $0)$0 SPARTAN (5x @ $700)$3,500 Mobile Command (5x @ $695)$3,475 Mobile Command (5x @ $695)$3,475 Cloud + Add-Ons $6,495 Cloud + Add-Ons $6,495 Total $9,970 Total $13,470 * Totals include shipping NOTE: the total savings with FutureProofing at the initial outlay ($26,139 - 23,664) = $2,475 2019 GUARDIAN RFID.®All rights reserved. The information in this letter is proprietary and confidential.Page 6 DocuSign Envelope ID: DD745968-955D-4BC3-861E-CC4C36AA7B3D GUARDIAN RFID 6900 Wedgwood Road North, Suite 325 Maple Grove, MN 55311 Command & Control Platform™ (855) 777-RFID (7343) www.guardianrfid.com INTERFACING WITH YOUR JAIL, OFFENDER, OR CASE MANAGEMENT SYSTEM GUARDIAN RFID®supports one-way and two-way interfaces with your offender, offender, and case management system. This includes commercial off-the-shelf (COTS) public safety software vendors and homegrown systems. Common (standard) integration points already exist, such as Inmate demographics (name, DOB, booking number, historical booking number, etc.) and housing assignment. Common fields can also include keep-separates, inmate restrictions, and mugshots. One-way interfaces with your enterprise system are complementary. Two-way interfaces require additional Professional Services time to create, test and deploy two-way interfaces. In all cases, GUARDIAN RFID®recommends that you contact your public safety software vendor to inquire about pricing to either license an existing one-way (or two-way) interface with GUARDIAN RFID®or to help build the interface. In some cases, if your IT department has the ability to build data exports without your public safety software vendor’s involvement, the GUARDIAN RFID® Implementation Team can work directly with your IT team to coordinate interface buildout. INTERFACING WITH OTHER THIRD PARTY SOFTWARE If you are interested in interfacing GUARDIAN RFID®with other third-party systems, such as electronic medical or health records systems (EMR or EHR), Microsoft Active Directory, or other systems, please contact your Account Executive or Customer Success Manager to schedule a follow-up discussion. GUARDIAN RFID®has a number of pre-built methods of working with third-party systems. 2019 GUARDIAN RFID.®All rights reserved. The information in this letter is proprietary and confidential.Page 7 DocuSign Envelope ID: DD745968-955D-4BC3-861E-CC4C36AA7B3D GUARDIAN RFID 6900 Wedgwood Road North, Suite 325 Maple Grove, MN 55311 Command & Control Platform™ (855) 777-RFID (7343) www.guardianrfid.com QUESTIONS AND CONTACT INFORMATION Thank you again for your interest and consideration in choosing GUARDIAN RFID®for Orange County Jail (NC). If you have any questions, please contact me directly at 336-688-2626 or via email at Steve@GuardianRFID.com. It’s my pleasure to help you. All the best, Steve Maynard Strategic Account Executive GUARDIAN RFID P.S. I welcome LinkedIn connections, and can be found at https://www.linkedin.com/in/steve-maynard-64299b67/. 2019 GUARDIAN RFID.®All rights reserved. The information in this letter is proprietary and confidential.Page 8 DocuSign Envelope ID: DD745968-955D-4BC3-861E-CC4C36AA7B3D ©2021 GUARDIAN RFID. All rights reserved. GUARDIAN RFID is a U.S. registered trademark. Confidential & Proprietary. $26,139.36Grand Total $429.00Shipping and Handling $25,710.36Total Price 9.03%Discount $28,260.99Subtotal  Some JMS providers will charge a fee for exporting their booking data. Please contact your JMS provider to ensure that this service is purchased. Note tijones@orangecountync.govEmail Timothy JonesContact Name CaptainContact Title steve.maynard@guardianrfid.comEmail Steve MaynardPrepared By 11/30/2021Expiration Date 10/4/2021Created Date 00004455Quote Number Orange County Detention CenterQuote Name 6900 Wedgwood Rd. N, Suite 325 Maple Grove, Minnesota 55311 United States Company Address Product Product Family Quantity Sales Price Discount Total Price Warranty Max Replacements GUARDIAN RFID® OnDemand™ Level 02 License (101-250 beds)Platform 1.00 $7,999.99 11.07%$7,114.39 N/A N/A GUARDIAN RFID® Implementation Fee - Level 02 (101-250 beds) Professional Service 1.00 $2,300.00 7.82%$2,120.14 N/A N/A GUARDIAN RFID® Operational Intelligence™ Level 02 License (101-250 beds)Software 1.00 $2,500.00 16.52%$2,087.00 N/A N/A GUARDIAN RFID® Mobile Command™ for SPARTAN™Software 5.00 $658.20 6.00%$3,093.54 N/A N/A GUARDIAN RFID® SPARTAN 3™Hardware 5.00 $1,195.00  $5,975.00 Three-Year 1 per Serial# GUARDIAN RFID® Hard Tag™Hardware 70.00 $11.00 26.42%$566.57 Useful Life Unlimited GUARDIAN RFID® Extra-Wide RFID Insert (500 / bag)Hardware 2.00 $150.00 50.00%$150.00 None N/A GUARDIAN RFID® Officer Key Fob Hardware 50.00 $0.00 100.00%$0.00 None N/A GUARDIAN RFID® Wristband/ID/KeyFob Activator Hardware 1.00 $325.00  $325.00 One-Year 1 per year GUARDIAN RFID® Onsite Training (Days)Professional Service 3.00 $1,600.00 10.86%$4,278.72 N/A N/A DocuSign Envelope ID: DD745968-955D-4BC3-861E-CC4C36AA7B3D GUARDIAN RFID System Agreement | 1 ©2020 GUARDIAN RFID. All rights reserved. GUARDIAN RFID is a U.S. registered trademark. Confidential & Proprietary. (Rev. 7/2020) GUARDIAN RFID SYSTEM AGREEMENT THIS GUARDIAN RFID SYSTEM AGREEMENT (the “Agreement”) is entered into as of October 4, 2021 (“Effective Date”) by and between Codex Corporation d/b/a GUARDIAN RFID, a Minnesota corporation (“GUARDIAN RFID”), having its principal place of business at 6900 Wedgwood Rd. N, Suite 325, Maple Grove, MN 55311 and Orange County Sheriff's Office, a body corporate and politic under the laws of the state of North Carolina (“Customer”), having its principal place of business at 125 Court St, Hillsborough, North Carolina, 27278. WHEREAS, GUARDIAN RFID provides a system comprised of software, hardware, support services, and a web-based software as a service platform to deliver a wide range of inmate management, monitoring, and tracking solutions (the “GUARDIAN RFID System”), and the Customer desires to implement the GUARDIAN RFID System by licensing the software, purchasing the hardware and support services, and obtaining rights to use the web-based software as a service platform. NOW THEREFORE, the parties agree as follows: 1. DEFINITIONS (a) “Acceptance Criteria” has the meaning provided in Section 9(c)(i). (b) “Additional Modules” means modules that offer additional features to the GUARDIAN RFID and which may be purchased by the Customer either at the time of the original implementation of the GUARDIAN RFID System or during the Term of the Agreement. The list of Additional Modules available as of the Effective Date is included in Addendum A; however, new Additional Modules may become available during the Term of the Agreement as GUARDIAN RFID develops new products. (c) “Agreement” has the meaning provided in the recitals. (d) “Authorized Customer Personnel” means any Customer Personnel who need to use the GUARDIAN RFID System in the performance of their duties or collaboration with the Customer, who have agreed to abide by the terms of this Agreement and who have agreed in writing to be bound by the terms of the Confidentiality provisions of this Agreement in Section 15, either by means of an agreement directly with GUARDIAN RFID or pursuant to an agreement with the Customer which restricts the use of the Confidential or Proprietary Information received as an employee, partner, member, owner, or affiliate of the Customer. In no case will the term “Authorized Customer Personnel” include any competitor of GUARDIAN RFID. (e) “Authorized GUARDIAN RFID Personnel” means GUARDIAN RFID Personnel who provide services to the Customer under the terms of this Agreement. (f) “Complete End User Training” has the meaning provided in Section 7(b)(i). (g) “Confidential or Proprietary Information” means any information or data disclosed by either GUARDIAN RFID or the Customer to the other party, including, but not limited to, the terms of this Agreement, negotiations and discussions relating to this Agreement, and any of the following which relate directly or indirectly to the Disclosing Party’s products, services, or business: (i) technology, ideas, concepts, drawings, designs, inventions, discoveries, improvements, patents, patent applications, specifications, trade secrets, prototypes, processes, notes, memoranda, and reports; or DocuSign Envelope ID: DD745968-955D-4BC3-861E-CC4C36AA7B3D GUARDIAN RFID System Agreement | 2 ©2020 GUARDIAN RFID. All rights reserved. GUARDIAN RFID is a U.S. registered trademark. Confidential & Proprietary. (Rev. 7/2020) (ii) visual representations concerning the Disclosing Party’s past, present or future research, technology, know-how, and concepts; or (iii) computer programs, software code, written documentation, products, information concerning vendors, members, customers, prospective customers, employees and prospective employees, market research, sales and marketing plans, distribution arrangements, financial statements, financial information, financing strategies and opportunities, and business plans. In addition, the term “Confidential or Proprietary Information” shall include any information disclosed pursuant to any confidentiality or nondisclosure agreement entered by the parties in contemplation of entering the business relationship evidenced by this Agreement. (h) “Correction Notice” has the meaning provided in Section 9(c)(ii). (i) “Correction Testing Period” has the meaning provided in Section 9(c)(iii). (j) “Customer” has the meaning provided in the recitals. (k) “Customer Indemnified Claim” has the meaning provided in Section 17(a). (l) “Customer Indemnified Parties” has the meaning provided in Section 17(a). (m) “Customer Information” means all Confidential or Proprietary Information disclosed by the Customer to GUARDIAN RFID in connection with, in contemplation of entering, or under this Agreement. (n) “Customer Personnel” means any officers, employees, partners, members, owners, agents, or affiliates of the Customer (including any third party to whom the Customer has outsourced all or part of its operations). (o) “Customer Project Manager” means the person authorized by the Customer to serve as the primary point of contact for project management with GUARDIAN RFID as specified in Section 14(b). (p) "Customer’s Third-Party Hardware” means any hardware, equipment, and other tangible items used by the Customer that is not specified to be provided by GUARDIAN RFID under the terms of this Agreement, including, but not limited to, networking equipment (including Wi-Fi), workstations, servers for third-party systems, mobile workstations, and laptops. (q) “Customer’s Third-Party Software” means any software that is not specified to be provided by GUARDIAN RFID under the terms of this Agreement, including, but not limited to, operating systems, Internet browsers, plug-ins, content-viewing applications, software frameworks for downloaded content, productivity software, and enterprise software (including, but not limited to, jail, records, offender, medication, prescription, and case management systems). (r) “Defended by GUARDIAN RFID™ Seal” has the meaning provided in Section 14(o). (s) “Disclosing Party” means a party to this Agreement that discloses its Confidential or Proprietary Information to the other party to this Agreement. (t) “Documentation” means all documentation and other materials (including manuals, instructions, training materials, specifications, advertising brochures, promotional materials, flow charts, logic DocuSign Envelope ID: DD745968-955D-4BC3-861E-CC4C36AA7B3D GUARDIAN RFID System Agreement | 3 ©2020 GUARDIAN RFID. All rights reserved. GUARDIAN RFID is a U.S. registered trademark. Confidential & Proprietary. (Rev. 7/2020) diagrams, and other support materials) relating to the operation and functionality of the GUARDIAN RFID Software and GUARDIAN RFID OnDemand. (u) “Effective Date” has the meaning provided in the recitals. (v) “Extended Term” has the meaning provided in Section 18(a). (w) “Force Majeure Event” means an occurrence beyond the reasonable control of the party affected, including acts of governmental authorities, acts of God, material shortages, wars, riots, rebellions, sabotage, fire, explosions, accidents, floods, strikes or lockouts of third parties, widespread illness or pandemics, or electrical, internet, or telecommunication outage that is not caused by the obligated party. (x) “Go-Live” or “Goes-Live” means the use of the GUARDIAN RFID System as a live, non-test-bed system, which can be exhibited by events such as the completion of the first real-world log entry (e.g., cell check, offender movement, etc.) or a similar event or inmate activity dealing with real- world use. (y) “Go-Live Date” means the latest to occur of (i) the date of the Installation Notice, or (ii) if any, the date of the last Subsequent Installation Notice. For clarity, the official Go-Live Date will be identified in the first invoice sent by GUARDIAN RFID to the Customer after the GUARDIAN RFID System Goes-Live. (z) “Go-Live Support” has the meaning provided in Section 7(b)(ii). (aa) “GUARDIAN RFID” has the meaning provided in the recitals. (bb) “GUARDIAN RFID Indemnified Claim” has the meaning provided in Section 17(b). (cc) “GUARDIAN RFID Indemnified Parties” has the meaning provided in Section 17(b). (dd) “GUARDIAN RFID Information” means Confidential or Proprietary Information disclosed by GUARDIAN RFID to the Customer in connection with, in contemplation of entering, or under this Agreement, including, but not limited to, all Documentation. (ee) “GUARDIAN RFID Mobile Device” has the meaning in the quote provided in Addendum A. (ff) “GUARDIAN RFID Mobile Device Accessories” means the batteries, hand straps and pins, protective bumpers, battery covers, and other similar peripherals for the GUARDIAN RFID Mobile Device, except that the term expressly excludes the GUARDIAN RFID Mobile Device Charging Station. (gg) “GUARDIAN RFID Mobile Device Charging Station” means the charging cradle and cradle power adapter for the GUARDIAN RFID Mobile Device. (hh) “GUARDIAN RFID OnDemand” means the web-based software as a service platform provided by GUARDIAN RFID to the Customer that is used by the Customer to access the server database that hosts the information collected by the GUARDIAN RFID System, and is identified as “Platform” under the “Product Family” column of the quote provided in Addendum A. (ii) “GUARDIAN RFID Personnel” means any officers, employees, partners, members, owners, agents, or affiliates of GUARDIAN RFID. DocuSign Envelope ID: DD745968-955D-4BC3-861E-CC4C36AA7B3D GUARDIAN RFID System Agreement | 4 ©2020 GUARDIAN RFID. All rights reserved. GUARDIAN RFID is a U.S. registered trademark. Confidential & Proprietary. (Rev. 7/2020) (jj) “GUARDIAN RFID Project Manager” means the person authorized by GUARDIAN RFID to serve as the primary point of contact for project management with the Customer as specified in Section 6(a). (kk) “GUARDIAN RFID Software” means the computer programs in object code form and any Updates, enhancements, modifications, revisions, additions, replacements, or conversions thereof owned by GUARDIAN RFID, and either identified as “Software” under the “Product Family” column of the quote provided in Addendum A, installed to enable use of GUARDIAN RFID OnDemand, or subsequently licensed to the Customer. GUARDIAN RFID Software specifically excludes any Third-Party Software and the Customer’s Third-Party Software. (ll) “GUARDIAN RFID Software Materials” means the GUARDIAN RFID Software, the media containing the GUARDIAN RFID Software and the Documentation. (mm) “GUARDIAN RFID System” has the meaning provided in the recitals, and includes the GUARDIAN RFID Software licensed, the GUARDIAN RFID OnDemand platform licensed for access and use, Hardware sold, Third-Party Software used, and services provided by GUARDIAN RFID to the Customer under this Agreement. (nn) “GUARDIAN RFID Trainers” has the meaning provided in Section 7(b). (oo) “Hardware” means all hardware, equipment, and other tangible items supplied to the Customer by GUARDIAN RFID under this Agreement and identified as “Hardware” under the “Product Family” column of the quote provided in Addendum A. Hardware specifically excludes the Customers’ Third-Party Hardware. (pp) “Initial Term” has the meaning provided in Section 18(a). (qq) “Initial Term Fee” means the sum of the fee amounts listed in Addendum B for (i) Contract Execution, (ii) Access to GUARDIAN RFID OnDemand prior to the Go-Live Date, (iii) Delivery of Hardware, and (iv) Go-Live Date. (rr) “Initial Training” has the meaning provided in Section 7(b). (ss) “Inmate Data” has the meaning provided in Section 11(d). (tt) “Installation Notice” has the meaning provided in Section 9(c)(i). (uu) “Kick-Off Meeting” has the meaning provided in Section 6(b). (vv) “Notice of Non-Conformity” has the meaning provided in Section 13(a)(ii). (ww) “Pre-Training Meeting” has the meaning provided in Section 7(a). (xx) “Receiving Party” means the party to this Agreement that receives Confidential or Proprietary Information from the other party to this Agreement. (yy) “Receiving Party Personnel” means any employees, partners, members, owners, or affiliates of the Receiving Party. (zz) “Refresher Training” has the meaning provided in Section 7(c). DocuSign Envelope ID: DD745968-955D-4BC3-861E-CC4C36AA7B3D GUARDIAN RFID System Agreement | 5 ©2020 GUARDIAN RFID. All rights reserved. GUARDIAN RFID is a U.S. registered trademark. Confidential & Proprietary. (Rev. 7/2020) (aaa) “Renewal Fee” means the fee amount(s) listed in Addendum B attributable to renewing the Agreement for an Extended Term(s). (bbb) “Service Level Agreement” means the agreement set forth in Addendum C. (ccc) “Statement of Work” means the expectations, if any, provided in Addendum D. (ddd) “Subsequent Installation Notice” has the meaning provided in Section 9(c)(iii). (eee) “System Administrator” means any person authorized by the Customer to serve as the primary point of contact for systems administration between the Customer and GUARDIAN RFID as specified in Section 14(c). (fff) “Term” means the period beginning on the Effective Date and ending on the earliest to occur of (i) the expiration of the Initial Term plus any Extended Term pursuant to Sections 18(a) and 18(b), or (ii) a termination of this Agreement pursuant to Sections 18(b), 18(c), or 18(d). (ggg) “Testing Period” has the meaning provided in Section 9(c)(i). (hhh) “Third-Party Software” means any software to be supplied by GUARDIAN RFID under this Agreement that is purchased or licensed from any source external to GUARDIAN RFID for use with or integration into the GUARDIAN RFID System. Third-Party Software specifically does not include the Customer’s Third-Party Software. (iii) “Update” means any revision, enhancement, update, correction, security device, limiting device, or other modification of the GUARDIAN RFID Software (other than an Upgrade) that GUARDIAN RFID releases or provides after the Effective Date. Such term specifically excludes Upgrades. (jjj) “Upgrade” means any commercially released version of the GUARDIAN RFID Software that GUARDIAN RFID releases after the Effective Date which adds new or changed functionalities or features to the GUARDIAN RFID Software or allows the GUARDIAN RFID Software to be compatible with another operating system, and new or enhanced products, modules, components, or applications offered by GUARDIAN RFID subsequent to the Effective Date that have a functionality similar to the GUARDIAN RFID Software. 2. LICENSE OF GUARDIAN RFID SOFTWARE MATERIALS (a) License Grant. GUARDIAN RFID hereby grants to the Customer a limited, non-exclusive, terminable, non-transferable license to the GUARDIAN RFID Software Materials, including any Additional Modules selected as indicated in Addendum A and any Updates provided pursuant to Section 8(a), allowing the Customer and its Authorized Customer Personnel to use solely for the Customer’s own business purposes as part of the GUARDIAN RFID System during the Term of this Agreement, in the license amounts set forth in the “Quantity” column of the quote provided in Addendum A. The type of license granted—agency or per device—is described in the “Product” column of the quote provided in Addendum A. Agency licenses grant access to an unlimited number of Authorized Customer Personnel. Per device licenses grant one license per corresponding device purchased. The license granted does not grant the Customer the right to use the GUARDIAN RFID Software Materials except as set forth in this Agreement and does not grant to the Customer any ownership, title, or interest in the GUARDIAN RFID Software Materials, other than as specifically set forth in this Agreement. (b) Copies. The Customer may reproduce as many copies of the Documentation as the Customer reasonably deems appropriate to support its use of the GUARDIAN RFID System. The Customer DocuSign Envelope ID: DD745968-955D-4BC3-861E-CC4C36AA7B3D GUARDIAN RFID System Agreement | 6 ©2020 GUARDIAN RFID. All rights reserved. GUARDIAN RFID is a U.S. registered trademark. Confidential & Proprietary. (Rev. 7/2020) must reproduce all confidentiality, proprietary, copyright, and similar notices and disclaimers on any copies made pursuant to this Section. (c) Restrictions on Usage. The Customer will not decompile, or create by reverse engineering or otherwise, the source codes from the object code for the GUARDIAN RFID Software provided under this Agreement, adapt the GUARDIAN RFID Software in any way, or use it to create a derivative work. GUARDIAN RFID will not be responsible in any way for performance of the GUARDIAN RFID Software if the GUARDIAN RFID has been modified, except as modified by GUARDIAN RFID. 3. SALE OF HARDWARE Subject to the terms of this Agreement, GUARDIAN RFID will sell, assign, convey, transfer, and deliver to the Customer, and the Customer will purchase, receive, and accept from GUARDIAN RFID, all right, title, and interest in and to the Hardware. 4. USE OF THIRD-PARTY SOFTWARE (a) Third-Party Software. Subject to the terms of this Agreement, GUARDIAN RFID will install or otherwise allow the Customer to use the Third-Party Software as part of the GUARDIAN RFID System. The Customer’s use of the Third-Party Software is subject to any terms and conditions set forth by the owner of the Third-Party Software. (b) Restrictions on Usage. The Customer will not decompile, or create by reverse engineering or otherwise, the source codes from the object code for any Third-Party Software provided under this Agreement, adapt the Third-Party Software in any way, or use it to create a derivative work. 5. GUARDIAN RFID ONDEMAND (a) Grant of Access. GUARDIAN RFID hereby grants to the Customer a limited, non-exclusive, terminable, non-transferable license to access and use GUARDIAN RFID OnDemand, including in connection with any Additional Modules selected as indicated in Addendum A, solely for the Customer’s own business purposes as part of the GUARDIAN RFID System during the Term of this Agreement. The license granted does not grant the Customer the right to use GUARDIAN RFID OnDemand except as set forth in this Agreement and does not grant to the Customer any ownership, title, or interest in GUARDIAN RFID OnDemand, other than as specifically set forth in this Agreement. GUARDIAN RFID OnDemand will interact with the Customer’s existing jail management system to automatically share inmate demographic and housing assignment data. The Customer is being granted access to GUARDIAN RFID OnDemand for an unlimited number of Authorized Customer Personnel. The System Administrator will be responsible for providing and removing access to GUARDIAN RFID OnDemand for Authorized Customer Personnel. (b) Restrictions on Usage. (i) GUARDIAN RFID reserves the right, in its sole discretion, to limit the Customer’s and any Authorized Customer Personnel’s use of GUARDIAN RFID OnDemand if GUARDIAN RFID determines that the Customer’s or any Authorized Customer Personnel’s use is inconsistent with this Agreement. (ii) The Customer and any Authorized Customer Personnel may not use GUARDIAN RFID OnDemand for any purpose that is unlawful or that is prohibited by the terms of this Agreement. The Customer and any Authorized Customer Personnel may not attempt to gain unauthorized access to any part of GUARDIAN RFID OnDemand, other accounts, computer systems, or networks connected to any part of GUARDIAN RFID OnDemand through DocuSign Envelope ID: DD745968-955D-4BC3-861E-CC4C36AA7B3D GUARDIAN RFID System Agreement | 7 ©2020 GUARDIAN RFID. All rights reserved. GUARDIAN RFID is a U.S. registered trademark. Confidential & Proprietary. (Rev. 7/2020) hacking, password mining, or any other means, or obtain or attempt to obtain any materials or information through any means not intentionally made available through GUARDIAN RFID OnDemand. (iii) The Customer will not (A) copy, reproduce, alter, modify, transmit, perform, create derivative works of, publish, sub-license, distribute, or circulate GUARDIAN RFID OnDemand; (B) disassemble, decompile, or reverse engineer the software used to provide GUARDIAN RFID OnDemand, or copy or catalog any materials or information made available through GUARDIAN RFID OnDemand other than as permitted under this Agreement; or (C) take any actions, whether intentional or unintentional, that may circumvent, disable, damage, or impair GUARDIAN RFID OnDemand’s control or security systems, or allow or assist a third party to do so. (iv) The Customer will not, and will not allow any party other than GUARDIAN RFID to, perform “write” operations directly to or on the GUARDIAN RFID OnDemand server or database, such as by using an open database connectivity driver, without the prior written consent of GUARDIAN RFID. 6. PROJECT MANAGEMENT (a) GUARDIAN RFID Project Manager. The GUARDIAN RFID project manager is Courtney Ganley (“GUARDIAN RFID Project Manager”). The GUARDIAN RFID Project Manager works with the Customer as the single point of contact for implementation of the GUARDIAN RFID System. (b) GUARDIAN RFID System Configuration. After the Effective Date, the Authorized GUARDIAN RFID Personnel, under the direction of the GUARDIAN RFID Project Manager, will meet with Authorized Customer Personnel chosen by the Customer via online meeting in order to understand the Customer’s operational needs and business rules (the “Kick-Off Meeting”). The Authorized Customer Personnel will inform the Authorized GUARDIAN RFID Personnel about the Customer’s daily operations. The Authorized GUARDIAN RFID Personnel will use that information to identify how the GUARDIAN RFID System would best be configured to match and enhance the Customer’s workflows. The Authorized GUARDIAN RFID Personnel will inform each System Administrator on configuration options, including user-definable tools, establishing and removing users, and setting user privileges. If the Customer desires that the Kick-Off Meeting be conducted at the Customer’s premises, the parties will negotiate in good faith to mutually agree upon a price. (c) Implementation and Status Meetings. The GUARDIAN RFID Project Manager will develop and manage the implementation schedule and coordinate with the Customer Project Manager to keep the implementation of the GUARDIAN RFID System on track and on schedule. The GUARDIAN RFID Project Manager will conduct status meetings, as needed or as requested by the Customer, to provide the Customer with status reports. 7. TRAINING (a) Pre-Training Meeting. A pre-training meeting will be completed prior to the Complete End-User Training and Go-Live Support (the “Pre-Training Meeting”). The Pre-Training Meeting attendees should include the Customer Project Manager, each Systems Administrator, any Authorized Customer Personnel chosen by the Customer, the GUARDIAN RFID Project Manager, and Authorized GUARDIAN RFID Personnel chosen by GUARDIAN RFID. Attendees of the Pre- Training Meeting will review the Customer’s use of the GUARDIAN RFID System and discuss all policy and procedure considerations. Additionally, Authorized GUARDIAN RFID Personnel will review frequently asked questions about the GUARDIAN RFID System. Information gathered during the Pre-Training Meeting will be used to customize the Complete End-User Training. The DocuSign Envelope ID: DD745968-955D-4BC3-861E-CC4C36AA7B3D GUARDIAN RFID System Agreement | 8 ©2020 GUARDIAN RFID. All rights reserved. GUARDIAN RFID is a U.S. registered trademark. Confidential & Proprietary. (Rev. 7/2020) Authorized GUARDIAN RFID Personnel will include certified training instructors who will be available to answer questions asked by the Customer relating to the GUARDIAN RFID System. (b) Initial Training. Over the course of no more than 3 consecutive days, Authorized GUARDIAN RFID Personnel who are certified training instructors (the “GUARDIAN RFID Trainers”) will conduct Complete End-User Training and Go-Live Support (the “Initial Training”) as follows: (i) Complete End-User Training. The GUARDIAN RFID Trainers will provide training to Authorized Customer Personnel that is focused on building proficiency and confidence using the GUARDIAN RFID System (the “Complete End-User Training”), including using the GUARDIAN RFID Software and GUARDIAN RFID OnDemand, logging a wide range of inmate activities, and assembling RFID wristbands. The Complete End-User Training will be conducted over up to 2 of the Initial Training days, with a maximum of two (2) classes per day (for a total of up to 4 classes). Each class will have a duration of approximately four (4) hours. (ii) Go-Live Support. For 1 of the Initial Training days, which includes a maximum of eight (8) hours per day, the GUARDIAN RFID Trainers will be on the Customer’s premises to provide support to the Authorized Customer Personnel by answering on-the-job questions that arise and reinforcing skills covered during the Complete End-User Training (the “Go-Live Support”). (c) Refresher Training. After the Go-Live Date, live online classes to introduce additional Authorized Customer Personnel to the GUARDIAN RFID System or refresh existing Authorized Customer Personnel on best practices in using the GUARDIAN RFID System (the “Refresher Training”) are available at no additional charge. If the Customer wants Refresher Training to be conducted at the Customer’s premises, the Customer may purchase on-premises Refresher Training at the then-current list pricing. 8. MAINTENANCE, SUPPORT, AND SERVICE LEVELS (a) GUARDIAN RFID Software Updates. GUARDIAN RFID will make available to the Customer all Updates. Those Updates will be provided at no additional charge to the Customer, remain the property of GUARDIAN RFID, and will be licensed to the Customer as part of the GUARDIAN RFID Software under this Agreement. Updates will be provided on an as-available basis and, subject to Section 14(i), will be installed remotely by GUARDIAN RFID at a time chosen by GUARDIAN RFID, provided that GUARDIAN RFID has communicated that time via email or telephone call to an appropriate Customer contact at least twenty-four (24) hours prior to such Update installation date. The obligation of GUARDIAN RFID to provide Updates pursuant to this Section shall not extend to Upgrades, which the Customer may purchase by executing an amendment to this Agreement pursuant to Section 22(b). (b) GUARDIAN RFID OnDemand Hosting and Maintenance. GUARDIAN RFID will maintain the servers necessary to host GUARDIAN RFID OnDemand, allow the GUARDIAN RFID Software to interact with GUARDIAN RFID OnDemand, and store data under this Agreement. (c) Telephone and Email Support. GUARDIAN RFID will provide telephone and email support, available Monday-Friday during the hours of 8 a.m. to 5 p.m. Central time, excluding federal holidays, for the GUARDIAN RFID Software licensed under this Agreement and GUARDIAN RFID OnDemand and will maintain a support center database to track any reported issues. For weekends and federal holidays, GUARDIAN RFID will provide a contact number in the event of an emergency. Provided that Updates to the GUARDIAN RFID Software have been made available to the Customer, no support will be provided for any earlier version of GUARDIAN RFID Software if more than thirty (30) days have elapsed since GUARDIAN RFID provided the Customer with an end of life notice for that earlier version of the GUARDIAN RFID Software. In DocuSign Envelope ID: DD745968-955D-4BC3-861E-CC4C36AA7B3D GUARDIAN RFID System Agreement | 9 ©2020 GUARDIAN RFID. All rights reserved. GUARDIAN RFID is a U.S. registered trademark. Confidential & Proprietary. (Rev. 7/2020) addition, the technical support for GUARDIAN RFID OnDemand does not include support for the Customer’s jail management system unrelated to GUARDIAN RFID OnDemand, such as any of the Customer’s Third-Party Software. The telephone and email support provided under this Section does not include custom programming services or training. (d) Service Levels. The expectations for GUARDIAN RFID OnDemand availability, recovery services, and incident response are as set forth in the Service Level Agreement in Addendum C. (e) Maintenance and Support Duration. GUARDIAN RFID will provide the maintenance and support described in this Section 8 until this Agreement expires or is terminated. 9. DELIVERY AND ACCEPTANCE (a) Delivery of Software to the Customer. GUARDIAN RFID will deliver the GUARDIAN RFID Software Materials to the Customer, either physically or electronically, and install them for the Customer at a mutually agreeable time in the project timeline. In addition, GUARDIAN RFID will install any Third-Party Software on the Hardware for use as part of the GUARDIAN RFID System at a mutually agreeable time in the project timeline. (b) Delivery of Hardware to the Customer. GUARDIAN RFID will ship the Hardware to the Customer’s facility at a mutually agreeable time in the project timeline. Any Hardware shipped will be via commercial carrier chosen by GUARDIAN RFID FOB destination, with the price included in the “Total Price” column of the quote provided in Addendum A. (c) GUARDIAN RFID System Acceptance. (i) After GUARDIAN RFID provides notice to the Customer that the GUARDIAN RFID System has been successfully installed, which may be conveyed via email (the “Installation Notice”), the Customer will have thirty (30) days to test the GUARDIAN RFID System (the “Testing Period”) to determine whether the GUARDIAN RFID Software operates in accordance with the Documentation (including the expectations, if any, set forth in the Statement of Work provided in Addendum D), that GUARDIAN RFID OnDemand is accessible and that all Hardware has been delivered (the “Acceptance Criteria”). (ii) If, in the Customer’s reasonable determination, the GUARDIAN RFID System does not satisfy the Acceptance Criteria, the Customer will give notice to GUARDIAN RFID, which may be conveyed via email, prior to the end of the Testing Period specifying with reasonable particularity the reason the GUARDIAN RFID System does not satisfy the Acceptance Criteria (a “Correction Notice”). (iii) GUARDIAN RFID will use reasonable efforts to correct any items specified in a Correction Notice and will provide notice to the Customer, which may be conveyed via email, when the Correction Notice has been addressed in a way that satisfies the Acceptance Criteria (a “Subsequent Installation Notice”). The Customer will have ten (10) days to test the GUARDIAN RFID System to determine whether it meets the Acceptance Criteria (a “Correction Testing Period”). If, in the Customer’s reasonable determination, the GUARDIAN RFID System still does not satisfy the Acceptance Criteria, the Customer will provide another Correction Notice to GUARDIAN RFID, which may be conveyed via email, prior to the end of the Correction Testing Period. GUARDIAN RFID will continue to use reasonable efforts to correct any items specified in any Correction Notice and send Subsequent Installation Notices to the Customer, which may be conveyed via email, until the GUARDIAN RFID System meets the Acceptance Criteria, which will be deemed to occur when a Correction Testing Period expires without receipt of a Correction Notice from the Customer. If, in the Customer’s reasonable determination, the GUARDIAN RFID System does not satisfy the DocuSign Envelope ID: DD745968-955D-4BC3-861E-CC4C36AA7B3D GUARDIAN RFID System Agreement | 10 ©2020 GUARDIAN RFID. All rights reserved. GUARDIAN RFID is a U.S. registered trademark. Confidential & Proprietary. (Rev. 7/2020) Acceptance Criteria within sixty (60) days of the first Correction Notice, then the Customer may, with notice to GUARDIAN RFID, deem the first Correction Notice to be a Notice of Non- Conformity which cannot be corrected for purposes of Section 13(a)(ii). 10. FEES AND PAYMENT TERMS (a) Fees. The Customer will pay GUARDIAN RFID the fees in the amounts specified in Addendum B. (b) Payment Terms. GUARDIAN RFID will invoice the Customer for amounts due under this Agreement after the occurrence of the applicable events specified in Addendum B and after the occurrence of any other events specified in this Agreement which require a payment from Customer to GUARDIAN RFID. The Customer will pay any invoice received from GUARDIAN RFID within thirty (30) days after the date of that invoice. If the Customer fails to pay an amount due within thirty (30) days after the applicable invoice date, the Customer will pay late charges of one and one half percent (1.5%) or the highest amount allowed by law, whichever is lower, per month on such balance, together with all of GUARDIAN RFID’s expenses, collection costs, and reasonable attorneys’ fees incurred in collecting amounts due under this Agreement. (c) Taxes. Unless the Customer and/or the transaction is exempt from the following taxes as a governmental entity, the Customer will pay or reimburse GUARDIAN RFID for sales and use taxes, where applicable, and any other governmental charges levied, imposed, or assessed on the use of the GUARDIAN RFID System or on this Agreement, excluding, however, ordinary personal property taxes assessed against or payable by GUARDIAN RFID, taxes based upon GUARDIAN RFID’s net income, and GUARDIAN RFID’s corporate franchise taxes. GUARDIAN RFID will furnish to the Customer invoices showing separately itemized amounts due under this Section. (d) Additional Purchases. From time to time, additional Hardware (e.g., wristbands, RFID wall readers, GUARDIAN RFID Mobile Devices, GUARDIAN RFID Mobile Device Accessories, etc.) may need to be purchased by the Customer in order to continue using the GUARDIAN RFID System. In addition, the Customer may choose to purchase Additional Modules. The purchases of some Hardware (e.g., GUARDIAN RFID Mobile Devices, etc.) and Additional Modules may require the purchase of additional licenses for GUARDIAN RFID Software and Third-Party Software. In the event of additional purchases of Hardware, Additional Modules, and any corresponding licenses, the Customer shall acquire such additional Hardware, Additional Modules, and licenses directly from GUARDIAN RFID, and GUARDIAN RFID will invoice the Customer for amounts due for such additional Hardware, Additional Modules, and corresponding licenses. The Customer will be responsible for paying amounts related to the purchases of additional Hardware, Additional Modules and corresponding licenses in accordance with the provisions of Section 10 of this Agreement. The additional purchases will be governed by the provisions of this Agreement and may also cause an increase in the Renewal Fees provided in Addendum B. In such case, GUARDIAN RFID will provide the Customer with an updated Addendum B at the time of such additional purchases, which will automatically amend and replace Addendum B. (e) Change in Configuration of the Customer’s Third-Party Software or the Customer’s Third-Party Hardware. In the event that the Customer chooses to change the configuration of any of the Customer’s Third-Party Software or the Customer’s Third-Party Hardware as such configuration existed as of the Effective Date (including, but not limited to, adding, removing, or modifying any Customer’s Third-Party Software or Customer’s Third-Party Hardware), and such changed configuration requires modifications to the GUARDIAN RFID System for the GUARDIAN RFID System to function with the changed configuration, the Customer will pay GUARDIAN RFID to perform the work needed to enable the GUARDIAN RFID System to function with the changed configuration. The amount paid by the Customer to GUARDIAN RFID will be as reasonably DocuSign Envelope ID: DD745968-955D-4BC3-861E-CC4C36AA7B3D GUARDIAN RFID System Agreement | 11 ©2020 GUARDIAN RFID. All rights reserved. GUARDIAN RFID is a U.S. registered trademark. Confidential & Proprietary. (Rev. 7/2020) agreed to by the parties in writing prior to the Customer changing the configuration of any of the Customer’s Third-Party Software or the Customer’s Third-Party Hardware. 11. INTELLECTUAL PROPERTY RIGHTS (a) GUARDIAN RFID Intellectual Property. (i) Except for the rights expressly granted to the Customer under this Agreement, GUARDIAN RFID will retain all right, title, and interest in and to the GUARDIAN RFID Software Materials and GUARDIAN RFID OnDemand, including all worldwide technology and intellectual property and proprietary rights. (ii) With the exception of the Hardware purchased pursuant to this Agreement, GUARDIAN RFID retains title to any other deliverables under this Agreement, including, but not limited to, all copies and audiovisual aspects of the deliverables and all rights to patents, copyrights, trademarks, trade secrets, and other intellectual property rights in the deliverables. (iii) Any and all trademarks and trade names which GUARDIAN RFID uses in connection with this Agreement are and shall remain the exclusive property of GUARDIAN RFID. Nothing in this Agreement will be deemed to give the Customer any right, title, or interest in any trademark or trade name of GUARDIAN RFID. (iv) All right, title, and interest in all derivative works, enhancements, and other improvements to the GUARDIAN RFID Software Materials, GUARDIAN RFID OnDemand, and other GUARDIAN RFID intellectual property and all processes relating thereto, whether or not patentable, and any patent applications or patents based thereon, made or conceived during, and a result of, this Agreement shall be owned solely by GUARDIAN RFID. For the avoidance of doubt, GUARDIAN RFID will have all right, title, and interest in any modifications made to the GUARDIAN RFID Software Materials, GUARDIAN RFID OnDemand, and other GUARDIAN RFID intellectual property to allow GUARDIAN RFID intellectual property to function with Customer’s intellectual property and Customer’s Third- Party Software. The Customer will, at GUARDIAN RFID’s request, cooperate with and assist GUARDIAN RFID in obtaining intellectual property for any derivative works, enhancements, or other improvements covered by this paragraph. (v) GUARDIAN RFID expressly reserves any rights not expressly granted to the Customer by this Agreement. (vi) The Customer shall not remove, efface, or obscure any confidentiality, proprietary, copyright, or similar notices or disclaimers from any GUARDIAN RFID Software Materials, GUARDIAN RFID OnDemand, or any materials provided under this Agreement. (b) GUARDIAN RFID Information. GUARDIAN RFID retains ownership of all GUARDIAN RFID Information. (c) Customer Information. The Customer retains ownership of all Customer Information. (d) Inmate Data. The Customer owns any inmate management, monitoring, and tracking data collected as part of the GUARDIAN RFID System (“Inmate Data”). Prior to the expiration or termination of this Agreement, the Customer may access the Inmate Data by either running a report on GUARDIAN RFID OnDemand and exporting the Inmate Data, or requesting that GUARDIAN RFID run a report, at no additional expense to the Customer, and send the Customer the Inmate Data. Unless otherwise directed by the Customer, GUARDIAN RFID will maintain a copy of the Inmate Data for up to one (1) year after expiration or termination of this Agreement. DocuSign Envelope ID: DD745968-955D-4BC3-861E-CC4C36AA7B3D GUARDIAN RFID System Agreement | 12 ©2020 GUARDIAN RFID. All rights reserved. GUARDIAN RFID is a U.S. registered trademark. Confidential & Proprietary. (Rev. 7/2020) Upon request of the Customer made within one (1) year after the expiration or termination of this Agreement, GUARDIAN RFID will run a report and send the Customer the Inmate Data in spreadsheet form. 12. REPRESENTATIONS OF GUARDIAN RFID (a) No Infringement. GUARDIAN RFID represents to the Customer that: (i) GUARDIAN RFID owns or otherwise has rights in the GUARDIAN RFID Software Materials and has the full legal right to license the GUARDIAN RFID Software Materials in accordance with this Agreement; and (ii) GUARDIAN RFID has no actual knowledge that the GUARDIAN RFID Software Materials infringe or misappropriate any patent, trademark, copyright, or any trade secret or proprietary right of any person or entity. (b) Condition of Hardware. GUARDIAN RFID represents to the Customer that, at the time of delivery, the Hardware will be new and unused, and that the Customer will acquire good and clear title to the Hardware, free and clear of all liens and encumbrances. 13. WARRANTIES (a) GUARDIAN RFID Software. (i) GUARDIAN RFID warrants to the Customer that, during the Term of this Agreement, the GUARDIAN RFID Software will operate in accordance with and otherwise conform to the Documentation, provided that (A) no party other than Authorized GUARDIAN RFID Personnel has altered any portion of the GUARDIAN RFID Software, (B) the GUARDIAN RFID Software is operated on the Hardware, and (C) the Customer has met its obligations under Section 14. (ii) In the event of a claim by the Customer under this GUARDIAN RFID Software warranty, which claim should be made by notice to GUARDIAN RFID specifying with reasonable particularity the claimed non-conformity (a “Notice of Non-Conformity”), GUARDIAN RFID will use reasonable efforts to correct the non-conformity. If within sixty (60) days after receipt of the Notice of Non-Conformity from the Customer, GUARDIAN RFID shall not have either corrected the non-conformity or, in the case of a non-conformity which cannot be corrected in sixty (60) days, begun in good faith to correct the non-conformity, then the Customer’s sole remedy under this warranty is to terminate the Agreement in accordance with the provisions of Section 18(d), in which case the Notice of Non-Conformity sent by the Customer pursuant to this Section will be deemed to be the notice required by Section 18(d). If the non- conformity which cannot be corrected occurs prior to the time the GUARDIAN RFID System meets the Acceptance Criteria pursuant to Section 9(c) and the Customer terminates the Agreement pursuant to Section 18(d), then the Customer will receive from GUARDIAN RFID a refund of all fees paid under the Agreement, in which case the Customer must return to GUARDIAN RFID the GUARDIAN RFID Software Materials licenses, Hardware, licenses to use and access GUARDIAN RFID OnDemand and other products purchased from GUARDIAN RFID. In no other circumstances will GUARDIAN RFID be obligated to provide a refund of fees paid under the Agreement or be obligated to accept the return of Hardware or other products purchased from GUARDIAN RFID. (b) Hardware. GUARDIAN RFID will be solely responsible for processing and managing all Hardware warranty claims during the Term of this Agreement. All coverage periods for purchased Hardware begin on the latest to occur of (1) the Go-Live Date or (2) the date the Hardware is purchased, and ends on the earliest to occur of (1) the end of the warranty period provided in this Section DocuSign Envelope ID: DD745968-955D-4BC3-861E-CC4C36AA7B3D GUARDIAN RFID System Agreement | 13 ©2020 GUARDIAN RFID. All rights reserved. GUARDIAN RFID is a U.S. registered trademark. Confidential & Proprietary. (Rev. 7/2020) applicable to such Hardware or (2) the date this Agreement expires or is terminated. The Customer will contact GUARDIAN RFID in accordance with Section 8(c) for all Hardware-related issues. After receiving a Hardware-related warranty request, GUARDIAN RFID will provide instructions to the Customer to follow for facilitating a repair or replacement. Repairs and replacements may take up to twenty (20) business days from the date of the request is received by GUARDIAN RFID until the product is returned to the Customer. Unless a specific item of Hardware is explicitly listed as being covered by a warranty in this Section 13(b), it will not be covered by any warranty except that such Hardware will be replaced if it is defective upon arrival. The Hardware warranties are as follows: (i) Three-Year Warranty. GUARDIAN RFID provides a complimentary, standard three-year premium care warranty that includes accident protection coverage for certain purchased Hardware. If that Hardware malfunctions or breaks, GUARDIAN RFID will cover the cost to repair or replace that Hardware during that three-year warranty period. The Hardware that is covered by this three-year warranty has “Three-Year” in the “Warranty” column of the quote provided in Addendum A. (ii) One-Year Warranty. GUARDIAN RFID provides a complimentary, standard one-year warranty for certain purchased Hardware. If that Hardware malfunctions or breaks, GUARDIAN RFID will cover the cost to repair or replace that Hardware during that one-year warranty period. The Hardware that is covered by this one-year warranty has “One-Year” in the “Warranty” column of the quote provided in Addendum A. (iii) Useful Life Warranty. GUARDIAN RFID provides a complimentary useful life warranty for certain purchased Hardware. If that Hardware malfunctions or breaks, GUARDIAN RFID will cover the cost to repair or replace that Hardware during the useful life of that Hardware. If the Hardware that is subject to the useful life warranty is no longer being manufactured, GUARDIAN RFID will replace it with a substantially similar product. The Hardware that is covered by this useful life warranty has “Useful Life” in the “Warranty” column of the quote provided in Addendum A. (iv) Maximum Number of Replacements. During the warranty periods set forth in this Section 13(b), each Hardware item is subject to a maximum number of replacements. The maximum number of replacements for each Hardware item during its respective warranty period will be as set forth in the quote provided in Addendum A. (v) Costs and Shipping and Handling. All costs associated with repairing or replacing Hardware covered by this Hardware warranty will be assumed by GUARDIAN RFID, except that shipping and handling fees will be paid by the Customer. (vi) Exclusions. The Hardware warranty does not cover repairs or replacements that are necessitated by any one or a combination of the following: (A) damage resulting from misuse, abuse, fire, liquid contact, or alterations by the Customer or any Customer Personnel; or (B) corrective work necessitated by repairs made by anyone other than a GUARDIAN RFID authorized service technician or without GUARDIAN RFID’s prior written consent. (vii) Manufacturer Warranties. For any other Hardware not listed above, all Hardware warranties provided by the manufacturer, if any, will be passed through to the Customer. (c) DISCLAIMER OF OTHER WARRANTIES. EXCEPT FOR THE WARRANTIES SET FORTH IN THIS SECTION, GUARDIAN RFID DISCLAIMS ANY AND ALL OTHER WARRANTIES OF ANY DocuSign Envelope ID: DD745968-955D-4BC3-861E-CC4C36AA7B3D GUARDIAN RFID System Agreement | 14 ©2020 GUARDIAN RFID. All rights reserved. GUARDIAN RFID is a U.S. registered trademark. Confidential & Proprietary. (Rev. 7/2020) NATURE WHATSOEVER, WHETHER ORAL OR WRITTEN, EXPRESS OR IMPLIED, PARTICULARLY INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. IN ADDITION, GUARDIAN RFID DOES NOT GUARANTEE THAT THE GUARDIAN RFID SYSTEM WILL BE ACCESSIBLE ERROR-FREE OR UNINTERRUPTED. THE CUSTOMER ACKNOWLEDGES THAT GUARDIAN RFID DOES NOT CONTROL THE TRANSFER OF DATA OVER COMMUNICATIONS FACILITIES, INCLUDING THE INTERNET, AND THAT ACCESS TO THE GUARDIAN RFID SYSTEM MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF SUCH COMMUNICATIONS FACILITIES. GUARDIAN RFID IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS. 14. CUSTOMER OBLIGATIONS (a) Access to Premises and Authorized Customer Personnel. The Customer will provide Authorized GUARDIAN RFID Personnel with reasonable and timely access to the Customer’s premises and Authorized Customer Personnel necessary for GUARDIAN RFID to perform its obligations under this Agreement. (b) Customer Project Manager. The Customer will name one primary Customer project manager, who will be the main point of contact between the Customer and GUARDIAN RFID with respect to project management (“Customer Project Manager”). The Customer Project Manager will be responsible for managing and coordinating the Customer’s resources to complete assigned project tasks and activities. The Customer Project Manager will also be responsible for designating persons responsible for specific roles as needed, such as System Administrator, and ensuring that tasks assigned to these individuals are completed. The Customer Project Manager will also be responsible for signoffs of various project documents and will have the authority to speak for the Customer from a project perspective. (c) System Administrator. The Customer will name one or more primary system administrators to serve as a main point(s) of contact between the Customer and GUARDIAN RFID with respect to system administration (each, a “System Administrator”). At least one (1) System Administrator must be available at all times. The Customer will ensure that the System Administrators possess the appropriate technology and public safety knowledge and skills to perform this role sufficiently. (d) Hardware Installation. The Customer will be responsible for installing and maintaining all hardware not specified under this Agreement to be installed or maintained by GUARDIAN RFID. (e) Customer’s Third-Party Software and Customer’s Third-Party Hardware. The Customer will be solely responsible for obtaining, installing, maintaining, supporting, and updating the Customer’s Third-Party Software and the Customer’s Third-Party Hardware. The Customer expressly agrees that GUARDIAN RFID will have no responsibility under this Agreement for obtaining, installing, maintaining, supporting, or updating the Customer’s Third-Party Software or the Customer’s Third-Party Hardware. (f) Flow of Information. The Customer will be responsible for the accuracy and continuous flow of any information required from Customer’s Third-Party Software and the Customer’s Third-Party Hardware to the GUARDIAN RFID System that is required for the GUARDIAN RFID System to properly function. (g) Facility Preparation. The Customer will be responsible for performing any actions not specifically delegated to GUARDIAN RFID under this Agreement that are required to prepare the facility for installation of the GUARDIAN RFID System, including, but not limited to, providing appropriate DocuSign Envelope ID: DD745968-955D-4BC3-861E-CC4C36AA7B3D GUARDIAN RFID System Agreement | 15 ©2020 GUARDIAN RFID. All rights reserved. GUARDIAN RFID is a U.S. registered trademark. Confidential & Proprietary. (Rev. 7/2020) uninterrupted power, air conditioning, sufficient space, electrical drops, network and physical security, network equipment (including Wi-Fi), network drops, and other similar items. (h) System Configuration. The Customer will make appropriate subject matter experts available to perform GUARDIAN RFID System configuration tasks as assigned. (i) System Updates. The Customer will work in good faith to allow GUARDIAN RFID to timely install Updates as requested by GUARDIAN RFID. (j) Other Server Maintenance. Other than as provided in Section 8(b), the Customer is responsible for all general maintenance of the Customer’s servers, including data backups, operating system updates, virus protection, database software updates, and other general performance of the Customer’s servers. (k) Warranty Requests. The Customer will submit all Hardware warranty claims to GUARDIAN RFID for processing and managing, and promptly respond to any requests from GUARDIAN RFID for information or cooperation related to those warranty claims. (l) Third-Party Costs. The Customer will be solely responsible for any third-party costs related to the implementation of the GUARDIAN RFID System. The Customer expressly agrees that GUARDIAN RFID will have no responsibility under this Agreement for any third-party costs related to the implementation of the GUARDIAN RFID System, including, but not limited to, any third-party costs associated with the implementation of any of the Customer’s Third-Party Software or the Customer’s Third-Party Hardware. In addition, where the Customer chooses to change the configuration of any of the Customer’s Third-Party Software or the Customer’s Third- Party Hardware as such configuration existed as of the Effective Date (including, but not limited to, adding, removing, or modifying any of the Customer’s Third-Party Software or the Customer’s Third-Party Hardware), and such changed configuration requires modifications to the GUARDIAN RFID System for the GUARDIAN RFID System to function with the changed configuration, the Customer will be responsible for paying amounts related to those changes in accordance with the provisions of Section 10(e) of this Agreement. (m) Proper Use of GUARDIAN RFID System. Each of the Authorized Customer Personnel must learn proper use of the GUARDIAN RFID System through one or a combination of the following: (1) attending one of the Customer End-User Training Classes, (2) attending a Refresher Training, or (3) receiving instruction on proper use of the GUARDIAN RFID System by another of the Authorized Customer Personnel who is familiar with the proper use of the GUARDIAN RFID System. The Customer acknowledges that the GUARDIAN RFID System is designed to deliver a wide range of inmate management, monitoring, and tracking solutions, but that the GUARDIAN RFID System relies on the Authorized Customer Personnel accurately and appropriately logging events and on the Customer fulfilling the obligations of this Section 14. The failure by the Customer or the Authorized Customer Personnel to properly use the GUARDIAN RFID System or fulfill the obligations of this Section 14 may prevent records logged using the GUARDIAN RFID System from being accurate. (n) Service Levels. The Customer is responsible for meetings its obligations set forth in the Service Level Agreement in Addendum C. (o) Usage Seal. The Customer may display the Defended by GUARDIAN RFID™ Seal on the Customer’s website and link the Defended by GUARDIAN RFID™ Seal to the GUARDIAN RFID website (https://www.guardianrfid.com). For avoidance of doubt, the “Defended by GUARDIAN RFID™ Seal” is as follows, a digital copy of which can be obtained from the GUARDIAN RFID Project Manager: DocuSign Envelope ID: DD745968-955D-4BC3-861E-CC4C36AA7B3D GUARDIAN RFID System Agreement | 16 ©2020 GUARDIAN RFID. All rights reserved. GUARDIAN RFID is a U.S. registered trademark. Confidential & Proprietary. (Rev. 7/2020) https://www.guardianrfid.com In addition, the Customer may, but is not required, to include some or all of the following additional information about GUARDIAN RFID on the Customer’s website or through such other means as the Customer reasonably determines will effectively information the public of such information: [Insert Customer’s Proper Name] uses GUARDIAN RFID to manage, monitor, and track inmates in-custody. Radio frequency identification (RFID) technology is used to support staff and inmate compliance and optimizes our data collection and reporting responsibilities as mandated by state and national corrections standards. Inmates are required to wear non-implantable devices at all times. Any incident of non- compliance will not be tolerated, and an inmate will be subject to fines and disciplinary action, including prosecution. All systems and devices using RFID technology are designed, tested, and manufactured to comply with Federal Communications Commission (FCC) regulations. RF energy levels generated are similar to those found in consumer electronics. Inmate-worn devices are hypoallergenic. RF-based inmate identification is the exclusive property of [Insert Customer’s Proper Name]. 15. CONFIDENTIALITY (a) Use and Handling of Confidential or Proprietary Information. The Receiving Party shall keep the Confidential or Proprietary Information confidential, shall use such information solely for performing its obligations under this Agreement, and shall not disclose to any persons or entities any of the Confidential or Proprietary Information without the prior written consent of the applicable Disclosing Party. The Receiving Party shall make the Confidential or Proprietary Information available only to Receiving Party Personnel who have a demonstrable need for such information, provided that the Receiving Party has informed all such Receiving Party Personnel of the Receiving Party’s obligations under this Agreement and such Receiving Party Personnel have agreed in writing to be bound by the terms of this Agreement, either by means of an agreement directly with the Disclosing Party or pursuant to an agreement with the Receiving Party which restricts the use of the Confidential or Proprietary Information received as Receiving Party Personnel. In accepting any Confidential or Proprietary Information disclosed to the Receiving Party under this Agreement, the Receiving Party agrees to preserve the confidentiality of such information with at least the same degree of care as that taken by the Receiving Party to preserve and protect its own Confidential or Proprietary Information, in no case less than a reasonable degree of care. The Receiving Party agrees to maintain adequate safeguards and procedures to prevent the theft, loss, or dissemination of any of the Confidential or Proprietary Information, and, in the event of any such theft, loss, or dissemination, shall notify the Disclosing Party immediately. (b) Exceptions to Confidential Treatment. The Receiving Party shall not be obligated to maintain any information in confidence or refrain from use if: (i) the information was lawfully in the Receiving Party’s possession or was known to it prior to its disclosure from the Disclosing Party as evidenced by written records; DocuSign Envelope ID: DD745968-955D-4BC3-861E-CC4C36AA7B3D GUARDIAN RFID System Agreement | 17 ©2020 GUARDIAN RFID. All rights reserved. GUARDIAN RFID is a U.S. registered trademark. Confidential & Proprietary. (Rev. 7/2020) (ii) the information is, at the time of disclosure, or thereafter becomes public knowledge without the fault of the Receiving Party (provided, however, that the act of copyrighting, patenting, or otherwise publishing or aiding in publication by the Disclosing Party shall not cause or be construed as causing the copyrighted materials or patented technologies to be in the public domain); (iii) the information is or becomes rightfully available on an unrestricted basis to the Receiving Party from a source other than the Disclosing Party which did not acquire the same under an obligation of confidentiality to the Disclosing Party; (iv) the information becomes available on an unrestricted basis to a third party from the Disclosing Party or from someone acting under its control; (v) disclosure is required by subpoena or pursuant to a demand by any governmental authority; or (vi) disclosure is required by open records laws, such as the federal Freedom of Information Act or similar state “sunshine” laws. Before relying on the exceptions of this Section 15(b), and disclosing any Confidential or Proprietary Information, the Receiving Party shall notify the Disclosing Party in writing of its intent to do so, and give the Disclosing Party a period of fifteen (15) days to object or otherwise take action to protect its rights and interest in such information, provided that if the exception being relied upon is Section 15(b)(vi), then such fifteen (15) day period will be extended to be the maximum amount of time allowed pursuant to the applicable open records law or other applicable law, rule, or regulation pursuant to which the Disclosing Party is seeking to disclose such information. (c) Return of Materials. Upon request from the Disclosing Party, the Receiving Party shall immediately return to the Disclosing Party all copies of Confidential or Proprietary Information received under this Agreement as well as all copies of notes, reports, or other documents or materials that reflect such Confidential or Proprietary Information; provided, however, that if the Disclosing Party requests, the Receiving Party shall immediately destroy all Confidential or Proprietary Information and certify such destruction to the Disclosing Party. (d) Confidentiality Remedies. The Receiving Party acknowledges that any breach of the provisions of this Section 15 could result in immediate and irreparable injury to the Disclosing Party for which an award of money damages would be inadequate. The Receiving Party agrees, therefore, that the Disclosing Party shall have the right to seek equitable relief including an injunction to specifically enforce the terms of this Section 15, and to obtain any other legal or equitable remedies that may be available to it. In the event of any breach by the Receiving Party of this Section 15, the Receiving Party agrees to pay reasonable costs and legal fees incurred by the Disclosing Party in pursuit of any of its rights under this Section 15, in addition to any damages sustained by the Disclosing Party by reason of such breach, provided that the Disclosing Party prevails in the suit, action, or proceeding in which such costs and fees were incurred. 16. LIMITATION OF LIABILITY IN NO EVENT WILL GUARDIAN RFID’S LIABILITY TO THE CUSTOMER FOR DAMAGES UNDER THIS AGREEMENT, INCLUDING GUARDIAN RFID’S INDEMNIFICATION OBLIGATIONS UNDER THIS AGREEMENT, EXCEED THE AMOUNT OF FEES PAID BY THE CUSTOMER UNDER THIS AGREEMENT. NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THEIR RESPECTIVE OBLIGATIONS UNDER THIS AGREEMENT. DocuSign Envelope ID: DD745968-955D-4BC3-861E-CC4C36AA7B3D GUARDIAN RFID System Agreement | 18 ©2020 GUARDIAN RFID. All rights reserved. GUARDIAN RFID is a U.S. registered trademark. Confidential & Proprietary. (Rev. 7/2020) 17. INDEMNIFICATION (a) Indemnification by GUARDIAN RFID. GUARDIAN RFID will defend, indemnify, and hold harmless the Customer and the Authorized Customer Personnel (the “Customer Indemnified Parties”), from and against all reasonable and necessary costs, charges and expenses (including attorneys’ fees) arising from any third-party claim, action, suit, or proceeding against any Customer Indemnified Party (a “Customer Indemnified Claim”) to the extent the Customer Indemnified Claim is based on: (i) any claim that the GUARDIAN RFID Software infringes a patent, copyright, or other proprietary right or violates a trade secret; and (ii) any gross negligence, willful misconduct, or fraud of GUARDIAN RFID or any Authorized GUARDIAN RFID Personnel. (b) Indemnification by the Customer. The Customer will defend, indemnify, and hold harmless GUARDIAN RFID and the Authorized GUARDIAN RFID Personnel (“GUARDIAN RFID Indemnified Parties”), from any and all reasonable and necessary costs, charges, and expenses (including attorneys’ fees) which result from any third-party claim, action, suit, or proceeding against any GUARDIAN RFID Indemnified Party (a “GUARDIAN RFID Indemnified Claim”) to the extent the GUARDIAN RFID Indemnified Claim is based on: (i) the Customer’s use of the GUARDIAN RFID Software or GUARDIAN RFID OnDemand other than as permitted under this Agreement; and (ii) any gross negligence, willful misconduct, or fraud of the Customer or any Authorized Customer Personnel. 18. TERM AND TERMINATION (a) Term. The initial term of this Agreement shall begin on the Effective Date and extend to the first anniversary of the Go-Live Date (the “Initial Term”). After the Initial Term, subject to Section 18(b), this Agreement will be automatically renewed for up to three (3) additional one-year (1- year) periods (each such period, an “Extended Term”). (b) Termination for Convenience. (i) Non-Renewal. This Agreement may be terminated for convenience by either party by providing a non-renewal notice to the other party at least sixty (60) days prior to the end of the Initial Term or the end of any Extended Term, as applicable. Such termination will be effective as of the end of such Initial Term or Extended Term, as applicable. (ii) Early Termination. This Agreement may be terminated for convenience by the Customer prior to the end of the Initial Term or any Extended Term upon sixty (60) days’ notice of such early termination to GUARDIAN RFID. Such termination will be effective as of the end of the sixty (60) days’ notice period. Any early termination for convenience by the Customer made pursuant to this Section 18(b)(ii) during the Initial Term will cause any remaining portions of the Initial Term Fee that have not already been paid by Customer to be accelerated and become immediately due and payable by Customer to GUARDIAN RFID, regardless of whether the events specified in Addendum B have occurred. (c) Termination by GUARDIAN RFID for Cause. (i) GUARDIAN RFID may terminate this Agreement immediately and discontinue any of its obligations under this Agreement by notice to the Customer if: (A) the Customer ceases to actively conduct its business, files a voluntary petition for bankruptcy or has filed against it an involuntary petition for bankruptcy, makes a general assignment for the benefit of its creditors, or applies for the appointment of a receiver or DocuSign Envelope ID: DD745968-955D-4BC3-861E-CC4C36AA7B3D GUARDIAN RFID System Agreement | 19 ©2020 GUARDIAN RFID. All rights reserved. GUARDIAN RFID is a U.S. registered trademark. Confidential & Proprietary. (Rev. 7/2020) trustee for substantially all of its property or assets or permits the appointment of any such receiver or trustee; (B) the Customer attempts, without the prior written consent of GUARDIAN RFID, to assign its rights and obligations under this Agreement, in whole or in part, whether by merger, consolidation, assignment, sale of stock, operation of law, or otherwise; or (C) the Customer fails to comply with the terms of the license of GUARDIAN RFID Software Materials provided in Section 2, the terms of the license to access and use GUARDIAN RFID OnDemand provided in Section 5, the provisions regarding GUARDIAN RFID’s intellectual property rights in Section 11(a) and 11(b), or the Confidentiality provisions of Section 15. (ii) GUARDIAN RFID may terminate this Agreement upon sixty (60) days’ notice to the Customer if the Customer breaches its obligation to pay any fee or otherwise materially breaches any provision of this Agreement not otherwise specified in Section 18(c)(i) and fails to cure such breach within such notice period. (d) Termination by the Customer for Cause. The Customer may terminate this Agreement upon sixty (60) days’ notice to GUARDIAN RFID if GUARDIAN RFID materially breaches any provision of this Agreement and fails to cure such breach within such notice period, provided, however, that if such breach cannot be cured within sixty (60) days and GUARDIAN RFID has begun in good faith to cure such breach, then GUARDIAN RFID shall have an additional period of sixty (60) days to cure such breach. This provision shall apply in the event that GUARDIAN RFID is unable to correct a non-conformity pursuant to Section 13(a)(ii) of this Agreement. (e) Post-Termination Rights and Obligations. (i) Upon expiration or termination of this Agreement, the grant of the license of the GUARDIAN RFID Software Materials, the grant of access to GUARDIAN RFID OnDemand, and all other rights granted to the Customer under this Agreement will immediately terminate and revert to GUARDIAN RFID and the Customer must discontinue all use of the GUARDIAN RFID Software Materials and GUARDIAN RFID OnDemand. (ii) The following shall survive the expiration or termination of this Agreement: (A) The provisions of Sections 11 (“Intellectual Property Rights”), 15 (“Confidentiality”), 16 (“Limitation of Liability”), 17 (“Indemnification”), and 21 (“Non-Disparagement”); (B) The provisions of Section 10 (“Fees and Payment Terms”), with respect to fees incurred prior to the expiration or termination of the Agreement and with respect to fees accelerated in connection with such expiration or termination; (C) The Customer’s obligation to pay any fees incurred prior to the expiration or termination of the Agreement or accelerated in connection with such expiration or termination; and (D) In the case of a non-conformity that GUARDIAN RFID is unable to correct pursuant to Section 13(a)(ii): (1) GUARDIAN RFID’s obligation to provide a refund to the Customer, and (2) the Customer’s obligation to return to GUARDIAN RFID the GUARDIAN RFID Software Materials licenses, Hardware, licenses to use and access GUARDIAN RFID OnDemand, and other products purchased from GUARDIAN RFID. DocuSign Envelope ID: DD745968-955D-4BC3-861E-CC4C36AA7B3D GUARDIAN RFID System Agreement | 20 ©2020 GUARDIAN RFID. All rights reserved. GUARDIAN RFID is a U.S. registered trademark. Confidential & Proprietary. (Rev. 7/2020) 19. INSURANCE (a) Types of Insurance. GUARDIAN RFID will maintain in full force and effect insurance of the following kinds and amounts, and meeting the other requirements set forth in this Section. (i) Commercial General Liability Insurance. Occurrence based commercial general liability insurance or equivalent form with a limit of not less than $1,000,000 for each occurrence plus an umbrella policy of not less than $4,000,000, for a total of $5,000,000 for each occurrence. If such insurance contains a general aggregate limit it will apply separately to this Agreement or be no less than two times the occurrence limit. (ii) Occurrence Based Products and Completed Operations Liability Insurance. Products and completed operation liability insurance with a limit not less than $2,000,000 for each occurrence/$2,000,000 general aggregate. (iii) Business Automobile Liability Insurance. Business automobile liability insurance or equivalent form with a limit of not less than $1,000,000 for each accident. Such insurance will include coverage for owned, hired, and non-owned vehicles. (iv) Workers’ Compensation Insurance. Workers’ compensation insurance or equivalent form with limits not less than: (A) Bodily Injury by Accident: $1,000,000 Each Accident (B) Bodily Injury by Disease: $1,000,000 Each Employee (C) Bodily Injury by Disease: $1,000,000 Policy Limit (b) Certificates of Insurances. At the Customer’s request, GUARDIAN RFID will provide properly executed Certificates of Insurance which will clearly evidence all insurance required in this Agreement and which provide that such insurance may not be canceled, except on thirty (30) days prior written notice to the Customer. 20. INDEPENDENT CONTRACTOR RELATIONSHIP It is expressly understood by the Customer and GUARDIAN RFID that GUARDIAN RFID and any Authorized GUARDIAN RFID Personnel will not be construed to be, and are not, employees of the Customer. GUARDIAN RFID will provide services to the Customer as an independent contractor with control over the time, means, and methods for fulfilling its obligations under this Agreement. GUARDIAN RFID further acknowledges that neither it nor any of the Authorized GUARDIAN RFID Personnel is entitled to benefits from the Customer such as holiday time, vacation time, sick leave, retirement benefits, health benefits, or other benefits usually associated with employment with the Customer. 21. NON-DISPARAGEMENT During the Term of the Agreement, and for a period of one (1) year after termination or expiration of the Agreement, each party will refrain from any statements or comments (in oral or written form) that could damage, disparage, or cause injury to the other party’s reputation. DocuSign Envelope ID: DD745968-955D-4BC3-861E-CC4C36AA7B3D GUARDIAN RFID System Agreement | 21 ©2020 GUARDIAN RFID. All rights reserved. GUARDIAN RFID is a U.S. registered trademark. Confidential & Proprietary. (Rev. 7/2020) 22. MISCELLANEOUS (a) Entire Agreement. This Agreement, including its Addenda and documents or other information specifically referenced in this Agreement, constitutes the entire expression of the parties’ agreement on the matters contained in this Agreement. All prior and contemporaneous negotiations and agreements between the parties on the matters contained in this Agreement are expressly merged into and superseded by this Agreement. In the event of a conflict between the Sections 1 through 22 of the Agreement and any of its Addenda, the language of Sections 1 through 22 of the Agreement will control. (b) Amendments. The parties may not amend this Agreement except in a writing that each party signs. The terms of such amendment will apply as of the effective date of the amendment unless the amendment specifies otherwise. (c) Change Orders. Any change orders and out-of-scope work must be agreed to by executing an amendment to this Agreement pursuant to Section 22(b). (d) Waiver. No provision of this Agreement will be waived except pursuant to a writing executed by the party against which the waiver is sought. No waiver will be applicable other than in the specific instance in which it is given. No failure to exercise, partial exercise of, or delay in exercising any right or remedy or failure to require the satisfaction of any condition under this Agreement will operate as a waiver or estoppel of any right, remedy, or condition. (e) Assignment. This Agreement will be binding upon, and the benefits and obligations provided for in this Agreement will inure to, the parties and their respective owners, shareholders, members, heirs, legal representatives, successors, and assigns. The Customer may not assign, without the prior written consent of GUARDIAN RFID, which consent will not be unreasonably withheld, the Customer’s rights and obligations under this Agreement, in whole or in part, whether by merger, consolidation, assignment, sale of stock, operation of law, or otherwise, and any attempt to do so will be deemed a material breach of this Agreement. (f) Notice. Except as otherwise provided in this Agreement, each party giving any notice required under this Agreement will do so in writing and will use one of the following methods of delivery: (i) Delivered personally, with the notice effective upon delivery; (ii) U.S.-recognized overnight courier, with the notice effective at the time delivery is shown in the courier’s records; or (iii) Postage prepaid by U.S. registered or certified mail, return receipt requested, with the notice effective upon receipt or upon the date that delivery is attempted and refused. All notices shall be addressed to the parties at the addresses set forth in the recitals of this Agreement, except that either party may designate another notice address in a notice given under this Section. (g) Severability. If any provision of this Agreement is held invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions will not be affected or impaired. (h) Remedies. Unless otherwise specified in this Agreement, the rights and remedies of both parties set forth in this Agreement are not exclusive and are in addition to any other rights and remedies available to it at law or in equity. DocuSign Envelope ID: DD745968-955D-4BC3-861E-CC4C36AA7B3D GUARDIAN RFID System Agreement | 22 ©2020 GUARDIAN RFID. All rights reserved. GUARDIAN RFID is a U.S. registered trademark. Confidential & Proprietary. (Rev. 7/2020) (i) Construction. This Agreement will be constructed as if drafted by both parties and will not be strictly construed against either party because of drafting. (j) Headings. The section headings contained in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement. (k) No Third-Party Beneficiaries. This Agreement does not and is not intended to confer any rights or remedies upon any person other than the parties to this Agreement. (l) Force Majeure. Any delay or failure of performance of either party to this Agreement will not constitute a breach of the Agreement or give rise to any claims for damages, if and to the extent that such delay or failure is caused by a Force Majeure Event. If one of the parties intends to invoke this provision, that party will promptly notify the other party of the cause of the delay or failure beyond its reasonable control and will use commercially reasonable efforts to mitigate the resulting delay or failure. This Section does not excuse either party’s obligation to take reasonable steps to follow its normal disaster recovery procedures or the Customer’s obligation to pay for the GUARDIAN RFID System under this Agreement. (m) Non-Discrimination. GUARDIAN RFID agrees to abide by the requirements of the following as applicable: Title VI of the Civil Rights Act of 1964 and Title VII of the Civil Rights Act of 1964, as amended by the Equal Employment Opportunity Act of 1972, Federal Executive Order 11246 as amended, the Rehabilitation Act of 1973, as amended, the Vietnam Era Veteran’s Readjustment Assistance Act of 1974, Title IX of the Education Amendments of 1972, the Age Discrimination Act of 1975, the Fair Housing Act of 1968 as amended, and the Americans with Disabilities Act of 1990. GUARDIAN RFID agrees not to discriminate in its employment practices, and will render services under this Agreement without regard to race, color, religion, sex, national origin, veteran status, political affiliation, disabilities, or sexual orientation. Any act of discrimination committed by GUARDIAN RFID, or failure to comply with these obligations when applicable shall be grounds for termination of this Agreement. (n) Export Control. GUARDIAN RFID agrees that if the U.S. export laws are or become applicable, it will not export any of the Customer’s data and/or information received under this Agreement to any countries for which the United States government requires an export license or other supporting documentation at the time of export or transfer, unless GUARDIAN RFID has obtained prior written consent from the appropriate authority responsible for such matters. (o) Cooperative Purchasing. GUARDIAN RFID acknowledges that the Customer has a role in developing and encouraging cooperative purchasing efforts among governmental entities. GUARDIAN RFID agrees to use commercially reasonable efforts to assist the Customer in facilitating its cooperative purchasing efforts to the extent such efforts relate to the GUARDIAN RFID System. (p) Governing Law. The laws of the State of Minnesota, without regard to Minnesota’s choice-of-law principles, govern all matters arising out of or related to this Agreement. DocuSign Envelope ID: DD745968-955D-4BC3-861E-CC4C36AA7B3D GUARDIAN RFID System Agreement | 23 ©2020 GUARDIAN RFID. All rights reserved. GUARDIAN RFID is a U.S. registered trademark. Confidential & Proprietary. (Rev. 7/2020) By signing below, GUARDIAN RFID and the Customer each agrees to the terms and conditions of this Agreement and acknowledges the existence of consideration. GUARDIAN RFID RECEIVING PARTY By: By: (signature of authorized representative) (signature of authorized representative) Name: Ken Dalley Name: Title: President Title: Date: October 4, 2021 Date: DocuSign Envelope ID: DD745968-955D-4BC3-861E-CC4C36AA7B3D GUARDIAN RFID System Agreement | 24 ©2020 GUARDIAN RFID. All rights reserved. GUARDIAN RFID is a U.S. registered trademark. Confidential & Proprietary. (Rev. 7/2020) ADDENDUM A QUOTE See quote on following page. Additional Modules (Check for those Selected): ☐ Facilities Manager ☐ Medication Manager ☐ Digital Video Evidence ☒ Operational Intelligence ☐ Academy by GUARDIAN RFID DocuSign Envelope ID: DD745968-955D-4BC3-861E-CC4C36AA7B3D GUARDIAN RFID System Agreement | 25 ©2020 GUARDIAN RFID. All rights reserved. GUARDIAN RFID is a U.S. registered trademark. Confidential & Proprietary. (Rev. 7/2020) *Each purchased “GUARDIAN RFID Mobile Device” consists of the “GUARDIAN RFID® SPARTAN 3™” (the main body of the device), the GUARDIAN RFID Mobile Device Charging Station, and the GUARDIAN RFID Mobile Device Accessories accompanying the GUARDIAN RFID Mobile Device at the time the GUARDIAN RFID Mobile Device is purchased. During the warranty period applicable to the GUARDIAN RFID Mobile Device, the accompanying GUARDIAN RFID Mobile Device Charging Station will be subject to a maximum of two replacements per GUARDIAN RFID Mobile Device. During the warranty period applicable to the GUARDIAN RFID Mobile Device, none of the accompanying GUARDIAN RFID Mobile Device Accessories will be covered by warranty. Additional GUARDIAN RFID Mobile Device Charging Stations and GUARDIAN RFID Mobile Device Accessories may be separately purchased pursuant to Section 10(d) at GUARDIAN RFID’s then-current pricing list for the Customer (a copy of which is available upon the Customer’s request). The warranty and maximum replacements for those additional purchases will be as specified in the quote for the purchase of such additional GUARDIAN RFID Mobile Device Charging Stations and GUARDIAN RFID Mobile Device Accessories. $26,139.36Grand Total $429.00Shipping and Handling $25,710.36Total Price $2,550.63Discount Amount 9.03%Discount $28,260.99Subtotal  11/30/2021Expiration Date 10/4/2021Created Date Steve MaynardCreated By 00004455Quote Number Orange County Jail (NC)Account Name Product Product Family Quantity Sales Price Discount Total Price Warranty Max Replacements GUARDIAN RFID® OnDemand™ Level 02 License (101-250 beds)Platform 1.00 $7,999.99 11.07%$7,114.39 N/A N/A GUARDIAN RFID® Implementation Fee - Level 02 (101-250 beds) Professional Service 1.00 $2,300.00 7.82%$2,120.14 N/A N/A GUARDIAN RFID® Operational Intelligence™ Level 02 License (101-250 beds)Software 1.00 $2,500.00 16.52%$2,087.00 N/A N/A GUARDIAN RFID® Mobile Command™ for SPARTAN™Software 5.00 $658.20 6.00%$3,093.54 N/A N/A GUARDIAN RFID® SPARTAN 3™Hardware 5.00 $1,195.00  $5,975.00 Three-Year 1 per Serial# GUARDIAN RFID® Hard Tag™Hardware 70.00 $11.00 26.42%$566.57 Useful Life Unlimited GUARDIAN RFID® Extra-Wide RFID Insert (500 / bag)Hardware 2.00 $150.00 50.00%$150.00 None N/A GUARDIAN RFID® Officer Key Fob Hardware 50.00 $0.00 100.00%$0.00 None N/A GUARDIAN RFID® Wristband/ID/KeyFob Activator Hardware 1.00 $325.00  $325.00 One-Year 1 per year GUARDIAN RFID® Onsite Training (Days)Professional Service 3.00 $1,600.00 10.86%$4,278.72 N/A N/A DocuSign Envelope ID: DD745968-955D-4BC3-861E-CC4C36AA7B3D GUARDIAN RFID System Agreement | 26 ©2020 GUARDIAN RFID. All rights reserved. GUARDIAN RFID is a U.S. registered trademark. Confidential & Proprietary. (Rev. 7/2020) ADDENDUM B FEE PAYMENT SCHEDULE Invoices will be sent from GUARDIAN RFID to the Customer based on the occurrence of certain events, as follows: Fee Type* Event Occurrence Amount First 25% of Initial Term Fee Contract Execution** $6,534.75 Second 25% of Initial Term Fee Access to GUARDIAN RFID OnDemand prior to the Go-Live Date** $6,534.75 Third 25% of Initial Term Fee Delivery of Hardware** $6,534.75 Final 25% of Initial Term Fee Go-Live Date** $6,534.75 Extended Term One Renewal Fee*** First-year anniversary of the Go-Live Date (Unless Agreement is terminated prior to renewal pursuant to Section 18) 9,970.00 Extended Term Two Renewal Fee*** Second-year anniversary of the Go-Live Date (Unless Agreement is terminated prior to renewal pursuant to Section 18) 9,970.00 Extended Term Three Renewal Fee*** Third-year anniversary of the Go-Live Date (Unless Agreement is terminated prior to renewal pursuant to Section 18) 9,970.00 Modification Fee Completion of modification to GUARDIAN RFID System necessary to function with a change in configuration of the Customer’s Third-Party Software or the Customer’s Third-Party Hardware after the Effective Date. [No such modifications contemplated as of the Effective Date.] [N/A] * These amounts do not include any taxes. DocuSign Envelope ID: DD745968-955D-4BC3-861E-CC4C36AA7B3D GUARDIAN RFID System Agreement | 27 ©2020 GUARDIAN RFID. All rights reserved. GUARDIAN RFID is a U.S. registered trademark. Confidential & Proprietary. (Rev. 7/2020) ** In accordance with Section 18(b), termination for convenience by the Customer during the Initial Term will cause any remaining portions of the Initial Term Fee that have not already been paid by Customer to be accelerated and become immediately due and payable by Customer to GUARDIAN RFID, regardless of whether the events specified in this Addendum B have occurred. *** Renewal Fees represent the costs for renewing licenses to use the GUARDIAN RFID System for any Extended Terms and will be increased if the Customer chooses to make additional purchases from GUARDIAN RFID of additional Hardware or licenses for GUARDIAN RFID Software, access and use of the GUARDIAN RFID OnDemand platform, or Third-Party Software. In such case, GUARDIAN RFID will provide the Customer with an updated Addendum B at the time of such additional purchases, which will automatically amend and replace this Addendum B. In addition to increases due to those additional purchases, Renewal Fees may be increased by up to 3.5% annually, provided that GUARDIAN RFID provides notice to the Customer at least ninety (90) days prior to the end of the Initial Term or the end of any Extended Term, as applicable. DocuSign Envelope ID: DD745968-955D-4BC3-861E-CC4C36AA7B3D GUARDIAN RFID System Agreement | 28 ©2020 GUARDIAN RFID. All rights reserved. GUARDIAN RFID is a U.S. registered trademark. Confidential & Proprietary. (Rev. 7/2020) ADDENDUM C SERVICE LEVEL AGREEMENT 1. DEFINITIONS Except as defined in this Addendum C, all defined terms have the meaning set forth in the Agreement. (a) "Attainment" means the percentage of time during a calendar quarter, with percentages based on those contained in the chart under Section 2(d) of this Addendum C, in which the Customer has GUARDIAN RFID OnDemand Availability. (b) "Customer Error Incident" means any service unavailability, which GUARDIAN RFID did not directly cause or create, resulting from any one or a combination of the following: (i) the Customer’s Third-Party Software or the Customer’s Third-Party Hardware, (ii) the acts or omissions of any Customer Personnel, or (iii) the acts or omissions of any personnel or third-party providers over whom GUARDIAN RFID exercises no control. (c) "Disaster" means an event that renders any portion of a data center's infrastructure used in connection with the Agreement both inoperable and unrecoverable. (d) "Downtime" means those minutes during which any portion of GUARDIAN RFID OnDemand is not available for the Customer’s use. (e) “Unscheduled Downtime” means Downtime that is not due to any one or a combination of the following: Scheduled Downtime, Emergency Maintenance (unless GUARDIAN RFID is the cause of the issue that requires such Emergency Maintenance), Customer Error Incidents, or Force Majeure Events. (f) "Emergency Maintenance" means (i) maintenance that is required to patch a critical security vulnerability, or (ii) maintenance that is required to prevent an imminent outage of GUARDIAN RFID OnDemand Availability. (g) "Scheduled Downtime" means those minutes during which GUARDIAN RFID OnDemand is not available for the Customer’s use due to GUARDIAN RFID's scheduled maintenance windows. (h) “GUARDIAN RFID OnDemand Availability" means that GUARDIAN RFID OnDemand is capable of receiving, processing, and responding to requests by or from the Customer and each of the Authorized Customer Personnel, excluding Scheduled Downtime, Emergency Maintenance (unless GUARDIAN RFID is the cause of the issue that requires such Emergency Maintenance), Customer Error Incidents, and Force Majeure Events. (i) “RPO” means Recovery Point Objective, and refers to the maximum data loss per declared Disaster event during any calendar quarter throughout the Term that could occur following a Disaster. (j) “RTO” means Recovery Time Objective, and refers to the amount of time per declared Disaster event during any calendar quarter throughout the Term that it takes for GUARDIAN RFID OnDemand to become operational following a Disaster. DocuSign Envelope ID: DD745968-955D-4BC3-861E-CC4C36AA7B3D GUARDIAN RFID System Agreement | 29 ©2020 GUARDIAN RFID. All rights reserved. GUARDIAN RFID is a U.S. registered trademark. Confidential & Proprietary. (Rev. 7/2020) 2. GUARDIAN RFID ONDEMAND CLOUD SERVER UPTIME (a) GUARDIAN RFID OnDemand Availability. (i) Attainment Target. Subject to the terms of this Addendum C, GUARDIAN RFID has an Attainment target to provide to the Customer GUARDIAN RFID OnDemand Availability of one hundred percent (100%), twenty-four (24) hours per day, every day of the calendar year throughout the Term. GUARDIAN RFID has set GUARDIAN RFID OnDemand Availability Attainment targets and actuals under the terms of Section 2(d) of this Addendum C. (ii) Calculation. The GUARDIAN RFID OnDemand Availability calculation does not include Scheduled Downtime, Customer Error Incidents, Emergency Maintenance (unless GUARDIAN RFID is the cause of the issue that requires Emergency Maintenance), and Force Majeure Events. For the avoidance of doubt, if GUARDIAN RFID is a cause of an issue that requires Emergency Maintenance, then Downtime resulting from such Emergency Maintenance will be included in the calculation of Attainment. (iii) Scheduled Downtime. GUARDIAN RFID will perform maintenance on GUARDIAN RFID OnDemand only during limited windows that are anticipated to be reliably low-traffic times based on historical information. As of the Effective Date, GUARDIAN RFID performs such maintenance on Wednesdays between 12:00 a.m. and 6:00 a.m. Central time. GUARDIAN RFID will provide the Customer with advance written notice of any change to the current maintenance schedule. If and when any such Scheduled Downtime is predicted to occur during periods of higher traffic, GUARDIAN RFID will provide advance notice of those windows and will coordinate with the Customer. In instances where maintenance of GUARDIAN RFID OnDemand requires Scheduled Downtime outside of the known maintenance windows described in this Section, GUARDIAN RFID will provide written notice to the Customer at least twenty-four (24) hours prior to any Scheduled Downtime. (iv) Emergency Maintenance. If Downtime is known to be necessary to perform any Emergency Maintenance, then GUARDIAN RFID will notify an appropriate Customer contact via email or telephone call, a minimum of four (4) hours or as early as is reasonably practicable, prior to the start of such Emergency Maintenance. GUARDIAN RFID reserves the right to perform unscheduled Emergency Maintenance at any time. (v) Other Maintenance. GUARDIAN RFID and the Customer agree that GUARDIAN RFID has the right to perform maintenance that is designed not to impact GUARDIAN RFID OnDemand Service Availability at any time. Any such scheduled maintenance will be considered Scheduled Downtime and will be excluded from the calculation of Attainment. (vi) Force Majeure. In the event of a Force Majeure Event affecting the GUARDIAN RFID OnDemand Availability, GUARDIAN RFID will provide the Customer with a written notice of the Force Majeure Event and include a description of the facts and circumstances it believes supports that determination. (b) GUARDIAN RFID Responsibilities Relating to GUARDIAN RFID OnDemand Availability. (i) GUARDIAN RFID will monitor GUARDIAN RFID OnDemand Availability under this Addendum C and will make commercially reasonable efforts to (A) address any GUARDIAN RFID OnDemand Availability-related issues that impact the 100% Attainment target, and (B) notify the Customer, either through automated monitoring systems or by other mutually agreed-upon means, that (A) Downtime will occur, if practicable, or (b) if Downtime has already occurred, promptly after it is confirmed. DocuSign Envelope ID: DD745968-955D-4BC3-861E-CC4C36AA7B3D GUARDIAN RFID System Agreement | 30 ©2020 GUARDIAN RFID. All rights reserved. GUARDIAN RFID is a U.S. registered trademark. Confidential & Proprietary. (Rev. 7/2020) (ii) If Authorized GUARDIAN RFID Personnel receive notice from the Customer that Downtime has occurred or is occurring, GUARDIAN RFID will work with the Customer to promptly identify the cause of the Downtime and will work with the Customer to promptly resume normal operations. (iii) Upon timely receipt of a Customer report of Downtime under Section 2(c) of this Addendum C, if any, GUARDIAN RFID will compare that report to its own outage logs and support tickets to confirm whether Unscheduled Downtime has occurred, and communicate with the Customer about GUARDIAN RFID’s findings. (iv) GUARDIAN RFID will, at no additional charge to the Customer, do any one or a combination of the following, upon the Customer’s written request (which can be made a maximum of once per calendar quarter), with such items being provided within sixty (60) days of the Customer’s written request: (A) provide to the Customer, a written report that documents the preceding calendar quarter’s GUARDIAN RFID OnDemand Availability, Unscheduled Downtime, any root cause, Emergency Maintenance matters, and remedial actions that were undertaken in response to the matters identified in the report. (B) make available for auditing by the Customer the severity downtime reports, incident reports, and other available information used by GUARDIAN RFID in determining whether the GUARDIAN RFID OnDemand Availability has been achieved. (c) Customer Responsibilities Relating to GUARDIAN RFID OnDemand Availability. (i) Whenever the Customer experiences Downtime, the Customer will follow the support process defined in Section 8(c) of the Agreement. (ii) The Customer may document, in writing, all Downtime that is experienced during each calendar quarter throughout the Term. The Customer may deliver such documentation for any given calendar quarter to GUARDIAN RFID within thirty (30) days of that quarter's end. The documentation may include the supporting incident number(s) and corresponding Downtime(s) experienced. DocuSign Envelope ID: DD745968-955D-4BC3-861E-CC4C36AA7B3D GUARDIAN RFID System Agreement | 31 ©2020 GUARDIAN RFID. All rights reserved. GUARDIAN RFID is a U.S. registered trademark. Confidential & Proprietary. (Rev. 7/2020) (d) GUARDIAN RFID OnDemand Availability Attainment Targets and Actuals. Every calendar quarter, GUARDIAN RFID will compare confirmed Unscheduled Downtime to the GUARDIAN RFID OnDemand Availability Attainment target and actual amounts listed in the table below. If the actual Attainment does not meet the target Attainment, as shown in the table below, the corresponding Customer Relief, as shown below, will apply on a quarterly basis throughout the Term: Target Actual Customer Relief 100% 100% – 95% Prompt, remedial action will be taken. <95% Will be deemed to be a Notice of Non-Conformity, which will be deemed (i) to have been corrected if the subsequent calendar quarter’s Actual GUARDIAN RFID OnDemand Availability is ≥95%, or (ii) to not have been corrected if the subsequent calendar quarter’s Actual GUARDIAN RFID OnDemand Availability is <95%. In situations where a Notice of Non-Conformity is deemed not to have been corrected due to the subsequent calendar quarter’s Actual GUARDIAN RFID OnDemand Availability being <95%, the Customer will be entitled to terminate the Agreement under Section 18(d) of the Agreement, except that such notice of termination will be effective upon receipt by GUARDIAN RFID. 3. GUARDIAN RFID ONDEMAND CLOUD SERVER RECOVERY In the event of a Disaster, GUARDIAN RFID will recover the Customer's data (including Inmate Data) and continue to provide GUARDIAN RFID OnDemand at a recovered or alternate operational data center within the times defined in the table below following the start of such Disaster. GUARDIAN RFID will also provide Customer Relief, as shown below, to the Customer for any calendar quarter where the RPO or RTO targets are not met. Actual Customer Relief RPO ≤2 Hours Prompt, remedial action will be taken. >2 Hours Will be deemed to be a Notice of Non-Conformity, which is deemed to be not to have been corrected. The Customer will be entitled to terminate the Agreement under Section 18(d) of the Agreement, except that such notice of termination will be effective upon receipt by GUARDIAN RFID. RTO ≤4 Hours Prompt, remedial action will be taken. >4 Hours Will be deemed to be a Notice of Non-Conformity, which is deemed to be not to have been corrected. The Customer will be entitled to terminate the Agreement under Section 18(d) of the Agreement, except that such notice of termination will be effective upon receipt by GUARDIAN RFID. 4. INCIDENT PRIORITIES, CHARACTERISTICS, AND RESOLUTION (a) Incident Tracking. In the event of an issue with the GUARDIAN RFID requiring support, the DocuSign Envelope ID: DD745968-955D-4BC3-861E-CC4C36AA7B3D GUARDIAN RFID System Agreement | 32 ©2020 GUARDIAN RFID. All rights reserved. GUARDIAN RFID is a U.S. registered trademark. Confidential & Proprietary. (Rev. 7/2020) Customer will contact GUARDIAN RFID in accordance with Section 8(c) of the Agreement. Each support incident is logged using GUARDIAN RFID’s enterprise workflow management system, given a unique case number, and assigned a support representative. (b) Incident Priority. Each support incident is assigned a priority level, which corresponds to the Customer's needs and deadlines. GUARDIAN RFID and the Customer will work together to reasonably set the priority of each support incident pursuant to the table below. The primary goals of the table below are to (i) guide the Customer toward clearly understanding and communicating the importance of the issue, and (ii) describe the generally expected response and resolution targets in the production environment. References to a "confirmed support incident" mean that GUARDIAN RFID and the Customer have successfully validated and set the priority for the reported support incident. Priority Characteristics Incident Resolution Target 1 Critical Support incident that causes (a) complete application failure or application unavailability; (b) application failure or unavailability in one or more of the Customer’s remote locations; or (c) systemic loss of multiple essential system functions.* GUARDIAN RFID will provide an initial response to Priority Level 1 incidents within one (1) hour of receipt of the incident. Once the incident has been confirmed, GUARDIAN RFID will use commercially reasonable efforts to resolve such support incidents or provide a circumvention procedure within eight (8) hours. 2 High Support incident that causes (a) repeated, consistent failure of essential functionality affecting more than one user or (b) loss or corruption of data. GUARDIAN RFID will provide an initial response to Priority Level 2 incidents within four (4) business hours of receipt of the incident. Once the incident has been confirmed, GUARDIAN RFID will use commercially reasonable efforts to resolve such support incidents or provide a circumvention procedure within five (5) business days. 3 Medium Priority Level 1 incident with an existing circumvention procedure, or a Priority Level 2 incident that affects only one user or for which there is an existing circumvention procedure. GUARDIAN RFID will provide an initial response to Priority Level 3 incidents within one (1) business day of receipt of the incident. Once the incident has been confirmed, GUARDIAN RFID will use commercially reasonable efforts to resolve such support incidents without the need for a circumvention procedure with the next published maintenance update or service pack, which will occur at least quarterly. 4 Low Support incident that causes failure of non-essential functionality or a cosmetic or other issue that does not qualify as any other Priority Level. GUARDIAN RFID will provide an initial response to Priority Level 4 incidents within two (2) business days of receipt of the incident. Once the incident has been confirmed, GUARDIAN RFID will use commercially reasonable efforts to resolve such support incidents, as well as cosmetic issues, with a future version release. * Examples include: inability to create activity logs in database, and/or inability to access GUARDIAN RFID OnDemand (excluding Internet access or Wi-Fi issues). DocuSign Envelope ID: DD745968-955D-4BC3-861E-CC4C36AA7B3D GUARDIAN RFID System Agreement | 33 ©2020 GUARDIAN RFID. All rights reserved. GUARDIAN RFID is a U.S. registered trademark. Confidential & Proprietary. (Rev. 7/2020) ADDENDUM D STATEMENT OF WORK None. DocuSign Envelope ID: DD745968-955D-4BC3-861E-CC4C36AA7B3D 10/06/2021 Laura MackeAgency 10 Insurance 6469 Sycamore Court North Maple Grove, MN 55369 (763) 551-1010 (763) 559-1340 LMacke@Agency10.com Auto Owners Insurance 18988 Codex Corporation Guardian RFID 6900 Wedgewood Road N #325 Maple Grove, MN 55311 Northfield Insurance Company 27987 Security National Insurance Company - Delaware 40533 Scottsdale Insurance Company 41297 B A D C Y Certificate holder is listed as included under blanket waiver of subrogation endorsement for the Workers' Compensation policy. Orange County Jail 125 Court St Hillsborough, NC 27278 WS354624 10/22/2020 10/22/2021 1,000,000 100,000 5,000 Excluded 2,000,000 Excluded 4963548400 10/22/2020 10/22/2021 1,000,000 XBS0122668 10/22/2020 10/22/2021 4,000,000 4,000,000 SWC1304906 10/22/2020 10/22/2021 1,000,000 1,000,000 1,000,000 ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? INSR ADDL SUBR LTR INSD WVD DATE (MM/DD/YYYY) PRODUCER CONTACTNAME: FAXPHONE(A/C, No):(A/C, No, Ext): E-MAILADDRESS: INSURER A : INSURED INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : POLICY NUMBER POLICY EFF POLICY EXPTYPE OF INSURANCE LIMITS(MM/DD/YYYY)(MM/DD/YYYY) AUTOMOBILE LIABILITY UMBRELLA LIAB EXCESS LIAB WORKERS COMPENSATION AND EMPLOYERS' LIABILITY DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) AUTHORIZED REPRESENTATIVE EACH OCCURRENCE $ DAMAGE TO RENTEDCLAIMS-MADE OCCUR $PREMISES (Ea occurrence) MED EXP (Any one person)$ PERSONAL & ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER:GENERAL AGGREGATE $ PRO-POLICY LOC PRODUCTS - COMP/OP AGG $JECT OTHER:$ COMBINED SINGLE LIMIT $(Ea accident) ANY AUTO BODILY INJURY (Per person)$ OWNED SCHEDULED BODILY INJURY (Per accident)$AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $AUTOS ONLY AUTOS ONLY (Per accident) $ OCCUR EACH OCCURRENCE $ CLAIMS-MADE AGGREGATE $ DED RETENTION $ $ PER OTH-STATUTE ER E.L. EACH ACCIDENT $ E.L. DISEASE - EA EMPLOYEE $ If yes, describe under E.L. DISEASE - POLICY LIMIT $DESCRIPTION OF OPERATIONS below INSURER(S) AFFORDING COVERAGE NAIC # COMMERCIAL GENERAL LIABILITY Y / N N / A (Mandatory in NH) SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). COVERAGES CERTIFICATE NUMBER:REVISION NUMBER: CERTIFICATE HOLDER CANCELLATION © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORDACORD 25 (2016/03) CERTIFICATE OF LIABILITY INSURANCE DocuSign Envelope ID: DD745968-955D-4BC3-861E-CC4C36AA7B3D