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Agreement A-23-386 with Codex Corporation dba Guardian RFID.pdf
Agreement No. 23-386 GVA IMRFID BUYBOARD CONTRACT 669-22 1 CORRECTIONAL AND DETENTION FACILITY EQUIPMENT AND SUPPLIES GUARDIAN RFID SYSTEM AGREEMENT THIS GUARDIAN RFID SYSTEM AGREEMENT (the "Agreement') is entered into as of 8/8/2023 ("Effective Date") by and between Codex Corporation d/b/a GUARDIAN RFID, a Minnesota corporation ("GUARDIAN RFID"or"Contractor"), having its principal place of business at 6900 Wedgwood Rd. N, Suite 325, Maple Grove, MN 55311 and the County of Fresno, through its Sheriffs Office, a political subdivision of the State of California ("Customer" or"County"), having its principal place of business at 1225 M St Fresno, CA 93721. 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.. 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 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 GUARDIAN RFID System Agreement 11 ©2020 GUARDIAN RFID.All rights reserved.GUARDIAN RFID is a U.S.registered trademark. GVAMANRFID (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. (iv) Jail facility sensitive information including jail incident reports, inmate rule violations, inmate grievances,jail layout, staffing, and jail security information, and inmate medical history. (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). 0) "Customer" has the meaning provided in the recitals. (k) "Customer Indemnified Claim" has the meaning provided in Section 17(a). (1) "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 underthis 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 Protect Manager" means the Jail Services Lieutenant, who shall 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 TM 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 GUARDIAN RFID System Agreement 12 ©2020 GUARDIAN RFID.All rights reserved.GUARDIAN RFID is a U.S.registered trademark. GVAMANRFID 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 Maieure Event' means an occurrence beyond the reasonable control of the party affected, including 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. GUARDIAN RFID System Agreement 13 ©2020 GUARDIAN RFID.All rights reserved.GUARDIAN RFID is a U.S.registered trademark. GVAMANRFID (jj) "GUARDIAN RFID Pr;iect Mom" 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. (II) "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). GUARDIAN RFID System Agreement 14 ©2020 GUARDIAN RFID.All rights reserved.GUARDIAN RFID is a U.S.registered trademark. GVAMANRFID (aaa) "Renewal FP.P." means the fee amount(s) listed in Addendum R 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 GUARDIAN RFID System Agreement 15 ©2020 GUARDIAN RFID.All rights reserved.GUARDIAN RFID is a U.S.registered trademark. GVAMANRFID must reproduce all confidentiality, proprietary, copyright, and similar notices and disclaimers on any copies made pursuant to this Section. (c) Restrictions on Usaae. 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 derivativework. 5. GUARDIAN RFID ONDEMAND (i) 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. (ii) Restrictions on Usage. GUARDIAN RFID reserves the right, in its sole discretion, to limit an Authorized Customer Personnel's use of GUARDIAN RFID OnDemand if GUARDIAN RFID determines that the an Authorized Customer Personnel has provided GUARDIAN RFID intellectual property, in breach of this Agreement, to a competitor of GUARDIAN RFID. In such an event, GUARDIAN RFID shall provide at least 3 business days' notice to Customer of such a breach prior to the limit of access (iii) 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 GUARDIAN RFID System Agreement 16 ©2020 GUARDIAN RFID.All rights reserved.GUARDIAN RFID is a U.S.registered trademark. GVAMANRFID 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. (iv) 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. (v) 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. (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 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. GUARDIAN RFID System Agreement 17 ©2020 GUARDIAN RFID.All rights reserved.GUARDIAN RFID is a U.S.registered trademark. GVAMANRFID (b) Initial Training. Over the course of no more than 12 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 8 of the Initial Training days, with a maximum of two (2) classes per day (for a total of up to 16 classes). Each class will have a duration of approximately four(4) hours. (ii) Go-Live Support. For 4 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 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 GUARDIAN RFID System Agreement 18 ©2020 GUARDIAN RFID.All rights reserved.GUARDIAN RFID is a U.S.registered trademark. GVAMANRFID 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 to the Jail Services Lieutenant or their designee at jailservices@fresnosheriff.org (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 to the email address described in Section 9(c)(i), 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 to the email address described in Section 9(c)(i), 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 to the email address described in Section 9(c)(i), 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 GUARDIAN RFID System Agreement 19 ©2020 GUARDIAN RFID.All rights reserved.GUARDIAN RFID is a U.S.registered trademark. GVAMANRFID does not satisfy the Acceptance Criteria within sixty(60)days of the first Correction Notice, then the Customer may, with notice to GUARDIAN RFID to the email address described in Section 9(c)(i), 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 forty-five (45)days after the date of that invoice. If the Customer fails to pay an amount due within forty-five (45)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. (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 this Section 10 of this Agreement. The additional purchases will be governed by the provisions of this Agreement. In such case, this Agreement would need to be amended to replace and update 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 GUARDIAN RFID System Agreement 110 ©2020 GUARDIAN RFID.All rights reserved.GUARDIAN RFID is a U.S.registered trademark. GVAMANRFID 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 Customerby 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. GUARDIAN RFID System Agreement 111 ©2020 GUARDIAN RFID.All rights reserved.GUARDIAN RFID is a U.S.registered trademark. GVAMANRFID 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 and warrants 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 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 and warrants 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 RFIDwill use reasonable efforts to correct the non-conformity. If within thirty (30)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 thirty (30) days, begun in good faith to correct the non-conformity, then the Customer may 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), and the Customer shall receive from GUARDIAN RFID a prorated refund of fees paid in advance under the Agreement(Customer shall receive a refund of the total fees paid divided by the number of months that Customer has not been able to use the Software out of the initial term, i.e., if there are still 24 months left in the initial term and all initial term fees have been paid, Customer will receive a refund of the total fees paid divided by 36 months, then multiplied by 24). 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. GUARDIAN RFID System Agreement 112 ©2020 GUARDIAN RFID.All rights reserved.GUARDIAN RFID is a U.S.registered trademark. GVAMANRFID (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 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 ten (10) 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 that were not authorized by GUARDIAN RFID; 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 GUARDIAN RFID System Agreement 113 ©2020 GUARDIAN RFID.All rights reserved.GUARDIAN RFID is a U.S.registered trademark. GVAMANRFID 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 OFANY 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, subject to any and all security requirements of Customer. (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. GUARDIAN RFID System Agreement 114 ©2020 GUARDIAN RFID.All rights reserved.GUARDIAN RFID is a U.S.registered trademark. GVAMANRFID (g) Facility PrP am atinn. 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 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. Q) 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. (1) 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 meeting its obligations set forth in the Service Level Agreement in Addendum C. (o) Usage Seal. The Customer may display the Defended by GUARDIAN RFID TM Seal on the Customer's website and link the Defended by GUARDIAN RFID TM Seal to the GUARDIAN RFID website (https://www.guardianrfid.com). For avoidance of doubt, the "Defended by GUARDIAN RFID TM Seal" is as follows, a digital copy of which can be obtained from the GUARDIAN RFID GUARDIAN RFID System Agreement 115 ©2020 GUARDIAN RFID.All rights reserved.GUARDIAN RFID is a U.S.registered trademark. GVAMANRFID Project Manager: D E F E N D E D B V pl i i TM 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 (i) 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. 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. Each party to this Agreement shall not send or provide Confidential or Proprietary Information to the other party unless absolutely necessary to accomplish the services. (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; GUARDIAN RFID System Agreement 116 ©2020 GUARDIAN RFID.All rights reserved.GUARDIAN RFID is a U.S.registered trademark. GVAMANRFID (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 underan 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, the California Public Records Act, California Government Code § 7920 et. seq. ("CPRA"), or the Ralph M. Brown Act, California Government Code §54950, et. seq.. 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 reduced to five (5)days to comply with the CPRA 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. 16. LIMITATION OF LIABILITY EXCLUDING CLAIMS FOR INDEMNIFICATION DESCRIBED IN SECTION 17 OF THIS AGREEMENT, 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 PUNITIVE OR EXEMPLARY DAMAGES ARISING OUT OF OR IN CONNECTION WITH THEIR RESPECTIVE OBLIGATIONS UNDER THIS AGREEMENT. INDEMNIFICATION GUARDIAN RFID System Agreement 117 ©2020 GUARDIAN RFID.All rights reserved.GUARDIAN RFID is a U.S.registered trademark. GVAMANRFID 17. INDEMNIFICATION (a) Indemnification by GUARDIAN RFID. GUARDIAN RFID shall indemnify and hold harmless and defend the Customer(including its officers, agents, employees, and volunteers) against all claims, demands, injuries, damages, costs, expenses (including attorney fees and costs), fines, penalties, and liabilities of any kind to the Customer, GUARDIAN RFID, or any third party that arise from or relate to the performance or failure to perform by GUARDIAN RFID (or any of its officers, agents, subcontractors, or employees) under this Agreement. The Customer may conduct or participate in its own defense without affecting GUARDIAN RFID's obligation to indemnify and hold harmless or defend the Customer. (b) GUARDIAN RFID will also 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. (c) Survival. This Section 17 survives the termination of this Agreement 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 renewed for up to three (3) additional one-year(1-year) periods (each such period, an "Extended Term") upon written approval of both parties at least 30 days before the first day of the next one-year extension period. The Sheriff, or his designee, is authorized to sign the written approval on behalf of the Customer based on GUARDIAN RFID's satisfactory performance. The extension of this Agreement by the Customer is not a waiver or compromise of any default or breach of this Agreement by GUARDIAN RFID existing at the time of the extension whether or not known to the Customer. (b) Termination for Convenience. (i) 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. (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 GUARDIAN RFID System Agreement 118 ©2020 GUARDIAN RFID.All rights reserved.GUARDIAN RFID is a U.S.registered trademark. GVAMANRFID 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. If Customer terminates pursuant to this provision, Customer shall receive from GUARDIAN RFID a refund of fees paid under this Agreement, prorated for the amount of time that Customer receives services, as determined by Customer. (e) Termination for Non-Allocation of Funds. (i) Modify the services provided by GUARDIAN RFID under this Agreement without penalty; or (ii) Terminate this Agreement, without penalty. (iii) Best Efforts. Customer staff responsible for the management of this contract/agreement/lease shall use best efforts to request an appropriation in the full amount required under the agreement, including the submission of budget requests each year that are sufficient to cover the Customers' payment obligations for the next fiscal year. (f) 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; GUARDIAN RFID System Agreement 119 ©2020 GUARDIAN RFID.All rights reserved.GUARDIAN RFID is a U.S.registered trademark. GVAMANRFID (C) The Customer's obligation to pay any fees incurred prior to the expiration ortermination of the Agreement;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. 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. (A) The Contractor shall obtain an endorsement to this policy naming the County of Fresno, its officers, agents, employees, and volunteers, individually and collectively, as additional insureds, but only insofar as the operations under this Agreement are concerned. Such coverage for additional insureds will apply as primary insurance and any other insurance, or self-insurance, maintained by the County is excess only and not contributing with insurance provided under the Contractor's policy. (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 (v) 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. (vi) Cyber Liability. Cyber liability insurance with limits of not less than Two Million Dollars ($2,000,000) each claim. Coverage must include claims involving Cyber Risks. The cyber liability policy must be endorsed to cover the full replacement value of damage to, alteration of, loss of, or destruction of intangible property (including but not limited to information or data)that is in the care, custody, or control of the Contractor. GUARDIAN RFID System Agreement 120 ©2020 GUARDIAN RFID.All rights reserved.GUARDIAN RFID is a U.S.registered trademark. GVAMANRFID Definition of Cyber Risks. "Cyber Risks" include but are not limited to (i) Security Breach, which may include Disclosure of Personal Information to an Unauthorized Third Party; (ii) data breach; (iii) breach of any of the Contractor's obligations under Addendum E of this Agreement; (iv) system failure; (v)data recovery; (vi)failure to timely disclose data breach or Security Breach; (vii)failure to comply with privacy policy; (viii) payment card liabilities and costs; (ix) infringement of intellectual property, including but not limited to infringement of copyright, trademark, and trade dress; (x) invasion of privacy, including release of private information; (xi) information theft; (xii) damage to or destruction or alteration of electronic information; (xiii) cyber extortion; (xiv)extortion related to the Contractor's obligations under this Agreement regarding electronic information, including Personal Information; (xv) fraudulent instruction; (xvi)funds transfer fraud; (xvii)telephone fraud; (xviii) network security; (xix) data breach response costs, including Security Breach response costs; (xx) regulatory fines and penalties related to the Contractor's obligations under this Agreement regarding electronic information, including Personal Information; and (xxi) credit monitoring expenses. (vii)The Contractor has waived its right to recover from the County, its officers, agents, employees, and volunteers any amounts paid under any insurance policy required by this Agreement and that waiver does not invalidate the insurance policy. (viii)Technology Professional Liability (Errors and Omissions). Technology professional liability (errors and omissions) insurance with limits of not less than Two Million Dollars ($2,000,000) per occurrence and in the aggregate. Coverage must encompass all of the Contractor's obligations under this Agreement, including but not limited to claims involving Cyber Risks. (ix) Additional Requirements (a) Acceptability of Insurers. All insurance policies required under this Agreement must be issued by admitted insurers licensed to do business in the State of California and possessing at all times during the term of this Agreement an A.M. Best, Inc. rating of no less than A: VII. (b) Notice of Cancellation or Change. For each insurance policy required under this Agreement, the Contractor shall provide to the County, or ensure that the policy requires the insurer to provide to the County, written notice of any cancellation or change in the policy as required in this paragraph. For cancellation of the policy for nonpayment of premium, the Contractor shall, or shall cause the insurer to, provide written notice to the County not less than 10 days in advance of cancellation. For cancellation of the policy for any other reason, and for any other change to the policy, the Contractor shall, or shall cause the insurer to, provide written notice to the County not less than 30 days in advance of cancellation or change. The County in its sole discretion may determine that the failure of the Contractor or its insurer to timely provide a written notice required by this paragraph is a breach of this Agreement. (c) County's Entitlement to Greater Coverage. If the Contractor has or obtains insurance with broader coverage, higher limits, or both, than what is required under this Agreement, then the County requires and is entitled to the broader coverage, higher limits, or both. To that end, the Contractor shall deliver, or cause its broker or producer to deliver, to the County's Risk Manager certificates of insurance and endorsements for all of the coverages that have such broader coverage, higher limits, or both, as required under this Agreement. (d) Waiver of Subrogation. The Contractor waives any right to recover from the County, its officers, agents, employees, and volunteers any amounts paid under the policy of worker's compensation insurance required by this Agreement. The Contractor is solely responsible to obtain any policy endorsement that may be necessary to accomplish that waiver, but the Contractor's waiver of subrogation under this paragraph is effective whether or not the Contractor obtains such an endorsement. (e) County's Remedy for Contractor's Failure to Maintain. If the Contractor fails to keep in effect at all GUARDIAN RFID System Agreement 121 ©2020 GUARDIAN RFID.All rights reserved.GUARDIAN RFID is a U.S.registered trademark. GVAMANRFID times any insurance coverage required under this Agreement, the County may, in addition to any other remedies it may have, suspend or terminate this Agreement upon the occurrence of that failure, or purchase such insurance coverage, and charge the cost of that coverage to the Contractor. The County may offset such charges against any amounts owed by the County to the Contractor under this Agreement. (f) Subcontractors. The Contractor shall require and verify that all subcontractors used by the Contractor to provide services under this Agreement maintain insurance meeting all insurance requirements provided in this Agreement. This paragraph does not authorize the Contractor to provide services under this Agreement using subcontractors. 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. INTENTIONALLY REMOVED. 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. Neither party may assign, without the prior written consent of the other party, which consent will not be unreasonably withheld, any 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. GUARDIAN RFID System Agreement 122 ©2020 GUARDIAN RFID.All rights reserved.GUARDIAN RFID is a U.S.registered trademark. GVAMANRFID (f) Notir,P. 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. For all claims arising from or related to this Agreement, nothing in this Agreement establishes, waives, or modifies any claims presentation requirements or procedures provided by law, including the Government Claims Act (Division 3.6 of Title 1 of the Government Code, beginning with section 810). (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. (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. Q) 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. (1) 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. GUARDIAN RFID System Agreement 123 ©2020 GUARDIAN RFID.All rights reserved.GUARDIAN RFID is a U.S.registered trademark. GVAMANRFID (n) Export C ontral. 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) Gooperative Purr:hasinq. 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) Consistent Federal Income Tax Position. GUARDIAN RFID acknowledges that the Jail facilities referred to herein have been acquired, constructed, and/or improved using net proceeds of governmental tax-exempt bonds (collectively, "Bond-Financed Facilities"). GUARDIAN RFID agrees that, with respect to this Agreement and the Bond Financed Facilities, GUARDIAN RFID is not entitled to take, and shall not take, any position (also known as a "tax position")with the Internal Revenue Service ("IRS")that is inconsistent 14 with being a "service provider"to the COUNTY, as a "qualified user"with respect to the Bond Financed Facilities, as "managed property," as all of those terms are used in Internal Revenue Service Revenue Procedure 2017-13, and to that end, for example, and not as a limitation, GUARDIAN RFID agrees that GUARDIAN RFID shall not, in connection with any federal income tax return that it files with the IRS or any other statement or information that it provides to the IRS, (a)claim ownership, or that it is a lessee, of any portion of the Bond Financed Facilities, or(b) claim any depreciation or amortization deduction, investment tax credit, or deduction for any payment as rent with respect to the Bond-Financed Facilities. (q) Governing Law. This Agreement is signed and performed in Fresno County, California. GUARDIAN RFID consents to California jurisdiction for actions arising from or related to this Agreement, and, subject to the Government Claims Act, all such actions must be brought and maintained in Fresno County. (r) State Audit Requirements. If the compensation to be paid by the County under this Agreement exceeds $10,000, the Contractor is subject to the examination and audit of the California State Auditor, as provided in Government Code section 8546.7, for a period of three years after final payment under this Agreement. This section survives the termination of this Agreement. GUARDIAN RFID System Agreement 124 ©2020 GUARDIAN RFID.All rights reserved.GUARDIAN RFID is a U.S.registered trademark. GUARDAANRF/D 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 By: (signature of authorized representative) Name: Paul Baze Director of Sales August 8, 2023 COUNTY OF FRESNO !§aIjoui to airman of the Board of Su tivi o of e County of Fresno Attest: Bernice E. Seidel Clerk of the Board of Supervisors County of Fresno, State of California By: Deputy For accounting use only: Org No.: 31114008 Account No.: 7295 Fund No.: 0001 Subclass No.: 10000 GUARDIAN RFID System Agreement 25 92020 GUARDIAN RFID.All rights reserved.GUARDIAN RFID is a U.S.registered trademark. GVAMANRFID ADDENDUM A Additional Modules (Check for those Selected): ❑ Facilities Manager ❑ Medication Manager ❑ Digital Video Evidence ® Operational Intelligence ❑ Academy by GUARDIAN RFID GUARDIAN RFID System Agreement 24 ©2020 GUARDIAN RFID.All rights reserved.GUARDIAN RFID is a U.S. registered trademark. Confidential&Proprietary. (Rev.7/2020) GVAMANRFID Buyboard National Purchasing Cooperative Buyboard Contract SM22 I Correctional and Detention Facility Equipment and Supplies Account Name Fresno County Sheriffs Office(CA) Created Date 711212023 Quote Number 00005657 Expiration Date 813112023 Created By Greg Hannah QuantityProduct Product Family Price Replacements GUARDIAN RFID®OnDemandT"Level 06 Platform 1.00 $54,995.00 5.30% $52,080.27 NIA WA License(20013000 beds) GUARDIAN RFIDOOperational Intelligence'" Software 1.00 $14,995.00 5.30% $14,200.27 NIA WA Level 06 License(2001-3000 beds) GUARDIAN RFIDO Mobile CommandT"for Software 64.00 $695.00 5.30% $42,122.56 NIA WA SPARTANT" GUARDIAN RFID®SPARTAN 3— Hardware 64.00 $1,195.00 5.30% $72,426.56 Three Year 1 per Serial# GUARDIAN RFID®Hard TagT" Hardware 350.00 $20.00 5.30% $6,629.00 Useful Life Unlimited GUARDIAN RFID®Wave Wristband/ID/Key Fob Hardware 15.00 $325.00 5.30% $4,616.63 One-Year 1 per year Activator GUARDIAN RFID®ID Cards(2001 box)-No Hole Hardware 50.00 $300.00 5.30% $14,205,00 None WA Zebra®ZXP Series 7ID Card Printer-Dual-Side Hardware 4.00 $3,200.00 5.30% $12,121.60 One-Year 1 per year ZebraO ZXP Series 7 Printer Toner(750 prints) Hardware 16.00 $210.00 5.30% $3,181.92 None WA ZebraO Print Session Cleaning Kit(15,000 prints)- Hardware 4.00 $31.25 5.30% $118.38 None WA 3 Pack GUARDIAN RFID*Implementation Fee-Level 06 Professional 1.00 $14,995.00 5.30% $14,200.27 NIA WA (2001-3000 beds) Service GUARDIAN RFID®Onsite Training(Days) Professional 1200 $2000.00 5.30% $22,728.00 NIA WA Service Subtotal $273,105.00 Discount 5.30% DiscountAmount $14,474.57 Total Price $258,630.43 Shipping and $5.245.00 Handling Grand Total $263,875.43 "Each purchased"GUARDIAN RFID Mobile Device"consists of the"GUARDIAN RFID®SPARTAN 311"(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 RAID 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 Accessorieswill 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. GUARDIAN RFID System Agreement 25 ©2020 GUARDIAN RFID.All rights reserved.GUARDIAN RFID is a U.S.registered trademark. Confidential&Proprietary. (Rev.7/2020) GVAMANRFID 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 $65,968.86 Second 25% of Initial Term Access to GUARDIAN RFID OnDemand prior $65,968.86 Fee to the Go-Live Date Third 25% of Initial Term Delivery of Hardware $65,968.86 Fee Final 25% of Initial Term Go-Live Date $65,968.85 Fee Extended Term One First-year anniversary of the Go-Live Date $58,395.00 Renewal Fee*** (Unless Agreement is terminated prior to renewal pursuant to Section 18) Extended Term Two Second-year anniversary of the Go-Live Date $58,395.00 Renewal Fee*** (Unless Agreement is terminated prior to renewal pursuant to Section 18) Extended Term Three Third-year anniversary of the Go-Live Date $58,395.00 Renewal Fee*** (Unless Agreement is terminated prior to renewal pursuant to Section 18) Modification Fee Completion of modification to GUARDIAN [N/A] 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.] *These amounts do not include any taxes. GUARDIAN RFID System Agreement 26 ©2020 GUARDIAN RFID.All rights reserved.GUARDIAN RFID is a U.S.registered trademark. Confidential&Proprietary. (Rev.7/2020) GVAMANRFID *** 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 R at the time of such additional purchases, which will automatically amend and replace this Addendum R. 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. GUARDIAN RFID System Agreement 127 ©2020 GUARDIAN RFID.All rights reserved.GUARDIAN RFID is a U.S.registered trademark. Confidential&Proprietary. (Rev.7/2020) GVAMANRFID 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. Q) "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. GUARDIAN RFID System Agreement 128 ©2020 GUARDIAN RFID.All rights reserved.GUARDIAN RFID is a U.S. registered trademark. GVAMANRFID 2. GUARDIAN RFID ONDEMAND CLOUD SERVER UPTIME (a) GUARDIAN RFID OnDemand Availability. (i) Attainment Taraet. 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 the Jail Services Lieutenant, via email at jailservices@fresnosheriff.org and 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, subject to the notice requirements specified in this Section (2)(a)(iv). (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. GUARDIAN RFID System Agreement 129 ©2020 GUARDIAN RFID.All rights reserved.GUARDIAN RFID is a U.S. registered trademark. GVAMANRFID (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. GUARDIAN RFID System Agreement 130 ©2020 GUARDIAN RFID.All rights reserved.GUARDIAN RFID is a U.S. registered trademark. GUARDIANRF/D (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% — 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%. 100% <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 52 Hours Prompt, remedial action will be taken. >2 Hours Will be deemed to be a Notice of Non-Conformity, which is deemed to be RPO 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 Hours Prompt, remedial action will be taken. >4 Hours Will be deemed to be a Notice of Non-Conformity, which is deemed to be RTO 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 GUARDIAN RFID System Agreement 131 ©2020 GUARDIAN RFID.All rights reserved. GUARDIAN RFID is a U.S. registered trademark. GVAMANRFID 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 Support incident that causes (a) complete application failure or GUARDIAN RFID will provide an initial response application unavailability; (b) to Priority Level 1 incidents within one (1) hour of application failure or receipt of the incident. Once the incident has 1 unavailability in one or more of been confirmed, GUARDIAN RFID will use Critical the Customer's remote commercially reasonable efforts to resolve such locations; or(c) systemic loss of support incidents or provide a circumvention multiple essential system procedure within eight (8) hours. functions.* GUARDIAN RFID will provide an initial response to Priority Level 2 incidents within four(4) Support incident that causes (a) business hours of receipt of the incident. Once 2 repeated, consistent failure of the incident has been confirmed, GUARDIAN High essential functionality affecting RFID will use commercially reasonable efforts to more than one user or(b) loss resolve such support incidents or provide a or corruption of data. circumvention procedure within five (5) business days. GUARDIAN RFID will provide an initial response Priority Level 1 incident with an to Priority Level 3 incidents within one (1) existing circumvention business day of receipt of the incident. Once the procedure, or a Priority Level 2 incident has been confirmed, GUARDIAN RFID 3 incident that affects only one will use commercially reasonable efforts to Medium user or for which there is an resolve such support incidents without the need existing circumvention for a circumvention procedure with the next procedure. published maintenance update or service pack, which will occur at least quarterly. GUARDIAN RFID will provide an initial response Support incident that causes to Priority Level 4 incidents within two (2) failure of non-essential business days of receipt of the incident. Once 4 the incident has been confirmed, GUARDIAN other issue that Low functionality a a cosmetic or RFID will use commercially reasonable efforts to t does not qualify resolve such support incidents, as well as as any other Priority Level. 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) GUARDIAN RFID System Agreement 132 ©2020 GUARDIAN RFID.All rights reserved.GUARDIAN RFID is a U.S. registered trademark. GVAMANRFID ADDENDUM D STATEMENT OF WORK Overview PROTECTING AMERICA'S THIN GRAY LINE. GUARDIAN RFID is a public safety technology company whose mission is to protect America's Thin Gray Line:the 480,000 correctional officers protecting our nation's jails and prisons. We help officers better execute the care, custody, and control mission-set through modern cloud, mobile, RFID and Al technologies that enable real-time situational awareness. GUARDIAN RFID will configure, test, and deploy its turnkey solution which includes: SPARTAN: a proprietary, Android-based device exclusively offered by GUARDIAN RFID. SPARTAN allows officers to capture, share, and analyze their inmate observations, inmate escorts, inmate supply passes, and more. SPARTAN is drop-proof up to 10 feet and comes with a charging cradle and spare battery. Hard Tags:a proprietary RFID tag exclusively offered by GUARDIAN RFID. When scanned by SPARTAN, Hard Tags reference the JMS and help staff streamline their security rounds, cell checks, group movements, inmate activity logging, and more. Hard Tags do not require batteries or wiring of any kind. OnDemand:a Cloud-based reporting solution hosted on an enterprise level onshore cloud solution. OnDemand equips supervisors with real-time and historical insights about daily floor operations, inmates, and staff members. OMS Interface: a one-way interface between GUARDIAN RFID and the Customer's OMS provider that shares certain data about inmate activities. Inmate Credentials:inmate-worn RFID tags offered through GUARDIAN RFID to streamline headcounts, inmate movements, supply passes, and more. Training: On-site training conducted by a GUARDIAN RFID trainer. The curriculum consists of classroom training sessions and on-shift shadowing. GUARDIAN RFID System Agreement 133 ©2020 GUARDIAN RFID.All rights reserved.GUARDIAN RFID is a U.S. registered trademark. GVAMANRFID ///System Requirements To deploy its solution, GUARDIAN RFID requires: 1. WPFi access: WI-Fi coverage is based on the Customer's method of inmate management. For example, direct supervision pods require their own Access Points while linear and podular-indirect areas only require access points where staff most commonly walk and work. 2. Browser access: OnDemand is a Cloud-based website that can be rendered by any common browser, including: IE, MS Edge, Chrome, Firefox, and Safari. 3. Real release: Inmates that are marked as released from the OMS will not be available for inmate- specific workflows in GUARDIAN RFID. If inmates are marked released in the OMS but remain in the facility for a significant time, then both parties will need to agree on the necessary database triggers or policy update. 4. Exhaustive assignments: Each inmate must be assigned to a specific housing location for the Cell Checks workflow. If inmate housing assignments are managed centrally then the Customer will need to decentralize or streamline the housing assignment process. Expected Customer Resources Customer Task Description -- • urce Command Staff 0 Review a complete list of housing assignments from the JMS to help the 20 hours GUARDIAN RFID project manager map each location to a Hard Tag. • Validate a list of legally defensible phrases for cell checks and out-of-cell destinations. • Join the final quality assurance conference call at the end of the implementation to review progress and coordinate on-site training. Frontline officers 0 Set up equipment for wristband printing 20 hours 0 Test Hard Tags to confirm population counts. • Confirm Wi-Fi connectivity. Maintenance 0 Install the wall-mounted Hard Tags on the cinder block(or in some cases 40 hours metal) at the housing units. Networking Team 0 Fill out the Networking Questionnaire provided by the Guardian RFID Project 4 hours Manager • Adjust the local area network and firewall as needed. GUARDIAN RFID System Agreement 134 ©2020 GUARDIAN RFID.All rights reserved.GUARDIAN RFID is a U.S. registered trademark. GVAMANRFID Deliverables DELIVERABLE#1: Contract Execution DESCRIPTION: Customer and GUARDIAN RFID to GUARDIAN RFID ASSUMPTION: Service Level mutually agree upon and sign the Agreement. Agreements are included in the Agreement. EXIT CRITERIA: Both parties sign the Agreement. Billing 25% of the total implementation fee will be charged upon completion of this deliverable. -DELIVERABLE#2: Expected: Software (Cloud . . . DESCRIPTION: GUARDIAN RFID will gather GUARDIAN RFID ASSUMPTION: Customer will database information from the Customer. Information appoint a member of the correctional staff to this will include: deliverable. 1) list of housing assignments, GUARDIAN RFID will use an enterprise level cloud 2) a spreadsheet of Hard Tag mappings, hosting provider. All data will be stored onshore. 3) list of officers, 4) list of predefined text for cell checks, 5) list of predefined text for movements, and 6) list of predefined text for supplies. GUARDIAN RFID will send the Customer a questionnaire to collect this information. EXIT CRITERIA: GUARDIAN RFID project manager sends email to the Customer confirming that all lists are complete. GUARDIAN RFID System Agreement 135 ©2020 GUARDIAN RFID.All rights reserved.GUARDIAN RFID is a U.S. registered trademark. GVARD^ANRFID DELIVERABLE#3: Expected:2 months after contract execution Hardware .. - device) Im GUARDIAN RFID will package and GUARDIAN RFID ASSUMPTION:An itemized list of ship all quoted, non-mobile-device hardware to the this deliverable is stated in the billing section of this Customer. SOW. This deliverable is considered complete upon departure from the GUARDIAN RFID's place of EXIT CRITERIA: Customer sends email to business. Customer maintenance crews will be GUARDIAN RFID project manager confirming the solely responsible for installing all Hard Tags. arrival of all packages. Hard Tag installation guides will be provided shortly after Execution of System Agreement. DELIVERABLE#4: Expected: OMS interface execution DESCRIPTION: Customer will create a software GUARDIAN RFID ASSUMPTION:If the Customer service on its servers that sends data to the changes OMS providers after go-live then the GUARDIAN RFID's server. GUARDIAN RFID will GUARDIAN RFID will require: create a software service on its servers to process 1) an exhaustive list of housing assignments, the Customer's data for its platform workflows. The 2) 60-days prior notice, data will consist of inmate identification (e.g.:name, 3) 20 minutes of scheduled system downtime. housing, mugshot). Technical documentation will be provided to the Customer upon request. Inmates that are marked as Released from the OMS will not be available for inmate-specific workflows GUARDIAN RFID will grant Customer access to its within the GUARDIAN RFID platform. If inmates are API. Customer will access the GUARDIAN RFID API marked Released in the OMS but remain in the to gather data for its OMS workflows. The data will facility for a significant time, then both parties will consist of officer logs (e.g.: cell checks, headcounts, agree on the necessary database triggers or the supply passes). GUARDIAN RFID is not responsible Customer will resort to updating its data entry policy. for how this data is applied to the Customer's OMS. Technical documentation will be provided to the Each inmate must be assigned to a specific housing Customer upon request. location, for the cell checks process. If inmate housing assignments are managed centrally then the EXIT CRITERIA: Customer sends email to Customer will need to decentralize or streamline the GUARDIAN RFID project manager confirming that housing assignment process. new bookings are appearing in OnDemand. Billing 25% of the total implementation fee will be charged upon completion of this deliverable. GUARDIAN RFID System Agreement 136 ©2020 GUARDIAN RFID.All rights reserved.GUARDIAN RFID is a U.S. registered trademark. GVAMANRFID (mobileDELIVERABL5: Expected: within 1-2 month(s) after contract Software device DESCRIPTION: GUARDIAN RFID will load the GUARDIAN RFID ASSUMPTION: GUARDIAN following software components onto the mobile RFID will not ship out mobile devices until the devices: Customer provides Wi-Fi configurations. 1. the most stable version of its mobile software, GUARDIAN RFID will send Customer a Wi-Fi 2. its mobile device management software, configuration questionnaire shortly after Execution of 3. its enterprise lock-down technology onto the System Agreement. Customer's mobile devices. Customer technicians will be solely responsible for EXIT CRITERIA: GUARDIAN RFID project manager updating their local area network and firewall to sends email to the Customer confirming that all accommodate the GUARDIAN RFID's mobile mobile devices are provisioned. devices. GUARDIAN RFID will provide thorough documentation shortly after contract execution. DELIVERABLE#6: Expected: (mobileHardware device) execution GUARDIAN RFID will package and GUARDIAN RFID ASSUMPTION:An itemized list ship all quoted mobile devices to the Customer. of this deliverable is stated in Addendum A of this System Agreement. This deliverable is considered EXIT CRITERIA: Customer sends email to complete upon departure from the GUARDIAN GUARDIAN RFID project manager confirming the RFID's place of business. arrival of all packages. DELIVERABLEExpected: Hardware (peripherals/consumables) _1111111 DESCRIPTION: GUARDIAN RFID will package and GUARDIAN RFID ASSUMPTION:An itemized list of ship all quoted, consumable hardware to the this deliverable is stated in the billing section of this Customer. SOW. This deliverable is considered complete upon departure from the GUARDIAN RFID's place of EXIT CRITERIA: Customer sends email to business. GUARDIAN RFID project manager confirming the arrival of all packages. Billing 25% of the total implementation fee will be charged upon completion of this deliverable. GUARDIAN RFID System Agreement 137 ©2020 GUARDIAN RFID.All rights reserved.GUARDIAN RFID is a U.S. registered trademark. GVAMANRFID DELIVERABLE#8: Expected: within 2-3 months after contract execution DESCRIPTION: GUARDIAN RFID will discuss GUARDIAN RFID ASSUMPTION: Customer will policies and procedures with the Customer, creating appoint a member of the correctional staff to this an onsite training curriculum according to the deliverable. Customer's goals. A period of user acceptance testing will occur EXIT CRITERIA: Meeting takes place by phone or concurrently with pre-training meetings and will in-person. require both the Customer and GUARDIAN RFID's involvement as every software feature and hardware feature is tested for user acceptance. All logs captured during this testing period are not committed to the production environment. GUARDIAN RFID will supply a separate testing environment upon request. GUARDIAN RFID System Agreement 138 ©2020 GUARDIAN RFID.All rights reserved.GUARDIAN RFID is a U.S. registered trademark. GVAMANRFID DELIVERABLE#9 Expected:3 months after contract execution • • • DESCRIPTION: GUARDIAN RFID will strive to GUARDIAN RFID ASSUMPTION:Each instructional maximize the number of individually trained staff class will last three to four hours and will be attended members prior to go-live. by authorized Customer personnel. Each shadowing session may last up to three to four hours and must Over the years, the GUARDIAN RFID has found a be conducted with authorized customer personnel, positive correlation between the percentage of amid on-shift duties. individually trained staff members and long-term customer satisfaction. Each training day is trainer-specific, rather than calendar-specific;if customer chooses to deploy GUARDIAN RFID is committed to the number of more than one trainer on one calendar day, then the training days stated in Addendum A of the System this will be using multiple training days. Agreement. Each day of training must contain at least one of the following activities: GUARDIAN RFID will work with the Customer to find the most effective and non-intrusive method for A. an on-site instructional class conducted by training. an authorized GUARDIAN RFID trainer, or B. an on-site shadowing session conducted by If the Customer chooses to deploy a phased an authorized GUARDIAN RFID trainer. approach, then each training segment will be distinguished both by: EXIT CRITERIA: Training takes place in-person. A. buildings (to ensure no staff cross over), and B. inmate management workflow(to ensure no gaps in inmate logs). Billing 25% of the total implementation fee will be charged upon completion of this deliverable. GUARDIAN RFID System Agreement 139 ©2020 GUARDIAN RFID.All rights reserved.GUARDIAN RFID is a U.S. registered trademark. GVAMANRFID Costs have been listed separately in the main body of the contract and quote in Addendum A documents. AI Point of Contact POC for this SOW is: Greg Hannah, Senior Account Executive 612-701-3244 Greg.Hannah(o)GUARDIANRFID.com GUARDIAN RFID System Agreement 40 ©2020 GUARDIAN RFID.All rights reserved.GUARDIAN RFID is a U.S. registered trademark. GVAMANRFID ADDENDUM E Confidentiality and Data Security 1. Definitions Capitalized terms used in this Addendum E have the meanings set forth in this section 1. a. "Authorized Employees" means the Contractor's employees who have access to Personal Information or Privileged Information. b. "Authorized Persons" means: (i) any and all Authorized Employees; and (ii) any and all of the Contractor's subcontractors, representatives, agents, outsourcers, and consultants, and providers of professional services to the Contractor, who have access to Personal Information and are bound by law or in writing by confidentiality obligations sufficient to protect Personal Information in accordance with the terms of this Addendum E. c. "Director" means the County's Director Internal Services/Chief Information officer or their designee. d. "Disclose" or any derivative of that word means to disclose, release, transfer, disseminate, or otherwise provide access to or communicate all or any part of any Personal Information orally, in writing, or by electronic or any other means to any person. e. "Person" means any natural person, corporation, partnership, limited liability company, firm, or association. f. "Personal Information" means any and all information, including any data, provided, or to which access is provided, to the Contractor by or upon the authorization of the County, under this Agreement, including but not limited to vital records, that: (i) identifies, describes, or relates to, or is associated with, or is capable of being used to identify, describe, or relate to, or associate with, a person (including, without limitation, names, physical descriptions, signatures, addresses, telephone numbers, e-mail addresses, education, financial matters, employment history, and other unique identifiers, as well as statements made by or attributable to the person); (ii) is used or is capable of being used to authenticate a person (including, without limitation, employee identification numbers, government-issued identification numbers, passwords or personal identification numbers (PINS), financial account numbers, credit report information, answers to security questions, and other personal identifiers); or (iii) is personal information within the meaning of California Civil Code section 1798.3, subdivision (a), or 1798.80, subdivision (e). Personal Information does not include publicly available information that is lawfully made available to the general public from federal, state, or local government records. g. "Privacy Practices Complaint" means a complaint received by the County relating to the Contractor's (or any Authorized Person's) privacy practices, or alleging a Security Breach. Such complaint shall have sufficient detail to enable the Contractor to promptly investigate and take remedial action under this Addendum E. h. "Privileged Information" means any and all information, including any data, provided, or to which access is provided, to the Contractor by or upon the authorization of the County or any attorney of the County, under this agreement, including but not limited to any or all of GUARDIAN RFID System Agreement 141 ©2020 GUARDIAN RFID.All rights reserved.GUARDIAN RFID is a U.S. registered trademark. GVAMANRFID the following: (i) records pertaining to pending litigation to which the County is party, or to claims made pursuant to the Government Claims Act (Gov. Code, Tit. 1, Div. 3.6, beginning with section 810), until the pending litigation or claim has been finally adjudicated or otherwise settled, which are exempt from disclosure under Government Code section 6254, subdivision (b); (ii) any information that is subject to the attorney-client privilege, which includes but is not limited to a "confidential communication between client and lawyer," as that term is defined in Evidence Code section 952, where the County is the client and any attorney of the County is the lawyer, and the Contractor may be serving as a representative of the County, as an intermediate representative for communication between the County and any attorney of the County, or both; or (iii) both (i) and (ii). For purposes of a "confidential communication between client and lawyer" under this Agreement, the Contractor is presumed to be present to further the interest of the County in its consultation with an attorney of the County, reasonably necessary for the transmission of the information or the accomplishment of the purpose for which the attorney of the County is consulted, or both. The Contractor acknowledges that the attorney-client privilege protecting Privileged Information belongs to the County and may only be waived by the County's Board of Supervisors, and may not be waived by any other County official. The Contractor has no right or authority to waive the attorney-client privilege that belongs to the County. i. "Security Safeguards" means physical, technical, administrative or organizational security procedures and practices put in place by the Contractor (or any Authorized Persons) that relate to the protection of the security, confidentiality, value, or integrity of Personal Information. Security Safeguards shall satisfy the minimal requirements set forth in section 3(C) of this Addendum E. j. "Security Breach" means (i) any act or omission that compromises either the security, confidentiality, value, or integrity of any Personal Information or the Security Safeguards, or (ii) any unauthorized Use, Disclosure, or modification of, or any loss or destruction of, or any corruption of or damage to, any Personal Information. k. "Use" or any derivative of that word means to receive, acquire, collect, apply, manipulate, employ, process, transmit, disseminate, access, store, disclose, or dispose of Personal Information. 2. Standard of Care a. The Contractor acknowledges that, in the course of its engagement by the County under this Agreement, the Contractor, or any Authorized Persons, may Use Personal Information and Privileged Information only as permitted in this Agreement. b. The Contractor acknowledges that Personal Information and Privileged Information is deemed to be confidential information of, or owned by, the County (or persons from whom the County receives or has received Personal Information) and is not confidential information of, or owned or by, the Contractor, or any Authorized Persons. The Contractor further acknowledges that all right, title, and interest in or to the Personal Information or the Privileged Information remains in the County (or persons from whom the County receives GUARDIAN RFID System Agreement 142 ©2020 GUARDIAN RFID.All rights reserved.GUARDIAN RFID is a U.S. registered trademark. GVAMANRFID or has received Personal Information or Privileged Information) regardless of the Contractor's, or any Authorized Person's, Use of that Personal Information or that Privileged Information. c. The Contractor agrees and covenants in favor of the Country that the Contractor shall: i. keep and maintain all Personal Information and all Privileged Information in strict confidence, using such degree of care under this section 2 as is reasonable and appropriate to avoid a Security Breach; ii. Use Personal Information exclusively for the purposes for which the Personal Information is made accessible to the Contractor pursuant to the terms of this Addendum E; iii. Use Privileged Information exclusively for the purposes for which the Privileged Information is made accessible to the Contractor pursuant to the terms of this Addendum E; iv. not Use, Disclose, sell, rent, license, or otherwise make available Personal Information or Privileged Information for the Contractor's own purposes or for the benefit of anyone other than the County, without the County's express prior written consent, which the County may give or withhold in its sole and absolute discretion; V. not, directly or indirectly, Disclose Personal Information to any person (an "Unauthorized Third Party") other than Authorized Persons pursuant to this Agreement, without the express prior written consent the Director; and vi. not, directly or indirectly, Disclose Privileged Information to any person (an "Unauthorized Third Party") other than Authorized Persons pursuant to this Agreement, without the express prior written consent of the County's Board of Supervisors. d. Notwithstanding the foregoing paragraph, in any case in which the Contractor believes it, or any Authorized Person, is required to disclose Personal Information or Privileged Information to government regulatory authorities, or pursuant to a legal proceeding, or otherwise as may be required by applicable law, Contractor shall (i) immediately notify the County of the specific demand for, and legal authority for the disclosure, including providing County with a copy of any notice, discovery demand, subpoena, or order, as applicable, received by the Contractor, or any Authorized Person, from any government regulatory authorities, or in relation to any legal proceeding, and (ii) promptly notify the County before such Personal Information is offered by the Contractor for such disclosure so that the County may have sufficient time to obtain a court order or take any other action the County may deem necessary to protect the Personal Information or the Privileged Information from such disclosure, and the Contractor shall cooperate with the County to minimize the scope of such disclosure of such Personal Information or Privileged Information. e. The Contractor shall remain liable to the County for the actions and omissions of any Unauthorized Third Party concerning its Use of such Personal Information or Privileged Information as if they were the Contractor's own actions and omissions. 3. Information Security GUARDIAN RFID System Agreement 143 ©2020 GUARDIAN RFID.All rights reserved.GUARDIAN RFID is a U.S. registered trademark. GVAMANRFID a. The Contractor covenants, represents and warrants to the County that the Contractor's Use of Personal Information and Privileged Information under this Agreement does and will at all times comply with all applicable federal, state, and local, privacy and data protection laws, as well as all other applicable regulations and directives, including but not limited to California Civil Code, Division 3, Part 4, Title 1.81 (beginning with section 1798.80), and the Song-Beverly Credit Card Act of 1971 (California Civil Code, Division 3, Part 4, Title 1.3, beginning with section 1747). If the Contractor Uses credit, debit or other payment cardholder information, the Contractor shall at all times remain in compliance with the Payment Card Industry Data Security Standard ("PCI DSS") requirements, including remaining aware at all times of changes to the PCI DSS and promptly implementing and maintaining all procedures and practices as may be necessary to remain in compliance with the PCI DSS, in each case, at the Contractor's sole cost and expense. b. The Contractor covenants, represents and warrants to the County that, as of the effective date of this Agreement, the Contractor has not received notice of any violation of any privacy or data protection laws, as well as any other applicable regulations or directives, and is not the subject of any pending legal action or investigation by, any government regulatory authority regarding same. c. Without limiting the Contractor's obligations under section 3(A) of this Addendum E, the Contractor's (or Authorized Person's) Security Safeguards shall be no less rigorous than accepted industry practices and, at a minimum, include the following: i. limiting Use of Personal Information and Privileged Information strictly to the Contractor's and Authorized Persons' personnel, including technical and administrative personnel, who are necessary for the Contractor's or Authorized Persons' Use of the Personal Information or Privileged pursuant to this Agreement; ii. ensuring that all of the Contractor's connectivity to County computing systems will only be through the County's security gateways and firewalls, and only through security procedures approved upon the express prior written consent of the Director; iii. to the extent that they contain or provide access to Personal Information or Privileged Information, (a) securing business facilities, data centers, paper files, servers, back-up systems and computing equipment, operating systems, and software applications, including, but not limited to, all mobile devices and other equipment, operating systems, and software applications with information storage capability; (b) employing adequate controls and data security measures, both internally and externally, to protect (1) the Personal Information and the Privileged Information from potential loss or misappropriation, or unauthorized Use, and (2) the County's operations from disruption and abuse; (c) having and maintaining network, device application, database and platform security; (d) maintaining authentication and access controls within media, computing equipment, operating systems, and software applications; and (e) installing and maintaining in all mobile, wireless, or handheld devices a secure internet connection, having continuously updated anti-virus software protection and a remote wipe feature always enabled, all of which is subject to express prior written consent of the Director; GUARDIAN RFID System Agreement 144 ©2020 GUARDIAN RFID.All rights reserved.GUARDIAN RFID is a U.S. registered trademark. GVAMANRFID iv. encrypting all Personal Information at advance encryption standards of Advanced Encryption Standards (AES) of 128 bit or higher when Personal Information is (a) stored on any mobile devices, including but not limited to hard disks, portable storage devices, or remote installation, or (b) transmitted over public or wireless networks (the encrypted Personal Information must be subject to password or pass phrase, and be stored on a secure server and transferred by means of a Virtual Private Network (VPN) connection, or another type of secure connection, all of which is subject to express prior written consent of the Director); V. strictly segregating Personal Information and Privileged Information from all other information of the Contractor, including any Authorized Person, or anyone with whom the Contractor or any Authorized Person deals so that Personal Information and Privileged Information is not commingled with any other types of information; vi. having a patch management process including installation of all operating system and software vendor security patches; vii. maintaining appropriate personnel security and integrity procedures and practices, including, but not limited to, conducting background checks of Authorized Employees consistent with applicable law; and viii. providing appropriate privacy and information security training to Authorized Employees. d. During the term of each Authorized Employee's employment by the Contractor, the Contractor shall cause such Authorized Employees to abide strictly by the Contractor's obligations under this Addendum E. The Contractor shall maintain a disciplinary process to address any unauthorized Use of Personal Information or Privileged Information by any Authorized Employee. e. The Contractor shall, in a secure manner, backup daily, or more frequently if it is the Contractor's practice to do so more frequently, Personal Information and Privileged Information received from the County, and the County shall have immediate, real time access, at all times, to such backups via a secure, remote access connection provided by the Contractor, through the Internet. f. The Contractor shall provide the County with the name and contact information for each Authorized Employee (including such Authorized Employee's work shift, and at least one alternate Authorized Employee for each Authorized Employee during such work shift) who shall serve as the County's primary security contact with the Contractor and shall be available to assist the County twenty-four (24) hours per day, seven (7) days per week as a contact in resolving the Contractor's and any Authorized Persons' obligations associated with a Security Breach or a Privacy Practices Complaint. g. The Contractor shall not knowingly include or authorize any Trojan Horse, back door, time bomb, drop dead device, worm, virus, or other code of any kind that may disable, erase, display any unauthorized message within, or otherwise impair any County computing system, with or without the intent to cause harm. 4. Security Breach Procedures GUARDIAN RFID System Agreement 145 ©2020 GUARDIAN RFID.All rights reserved.GUARDIAN RFID is a U.S. registered trademark. GVAMANRFID a. Immediately upon the Contractor's awareness or reasonable belief of a Security Breach, the Contractor shall (i) notify the Director of the Security Breach, such notice to be given first by telephone at the following telephone number, followed promptly by email at the following email address: (559) 600-5900 / incidents@fresnocountyca.gov (which telephone number and email address the County may update by providing notice to the Contractor), and (ii) preserve all relevant evidence (and cause any affected Authorized Person to preserve all relevant evidence) relating to the Security Breach. The notification shall include, to the extent reasonably possible, the identification of each type and the extent of Personal Information, Privileged Information, or both, that has been, or is reasonably believed to have been, breached, including but not limited to, compromised, or subjected to unauthorized Use, Disclosure, or modification, or any loss or destruction, corruption, or damage. b. Immediately following the Contractor's notification to the County of a Security Breach, as provided pursuant to section 4(A) of this Addendum E, the Parties shall coordinate with each other to investigate the Security Breach. The Contractor agrees to fully cooperate with the County, including, without limitation: i. assisting the County in conducting any investigation; ii. providing the County with physical access to the facilities and operations affected; iii. facilitating interviews with Authorized Persons and any of the Contractor's other employees knowledgeable of the matter; and iv. making available all relevant records, logs, files, data reporting and other materials required to comply with applicable law, regulation, industry standards, or as otherwise reasonably required by the County. To that end, the Contractor shall, with respect to a Security Breach, be solely responsible, at its cost, for all notifications required by law and regulation, or deemed reasonably necessary by the County, and the Contractor shall provide a written report of the investigation and reporting required to the Director within 30 days after the Contractor's discovery of the Security Breach. c. County shall promptly notify the Contractor of the Director's knowledge, or reasonable belief, of any Privacy Practices Complaint, and upon the Contractor's receipt of that notification, the Contractor shall promptly address such Privacy Practices Complaint, including taking any corrective action under this Addendum E, all at the Contractor's sole expense, in accordance with applicable privacy rights, laws, regulations and standards. In the event the Contractor discovers a Security Breach, the Contractor shall treat the Privacy Practices Complaint as a Security Breach. Within 24 hours of the Contractor's receipt of notification of such Privacy Practices Complaint, the Contractor shall notify the County whether the matter is a Security Breach, or otherwise has been corrected and the manner of correction, or determined not to require corrective action and the reason for that determination. GUARDIAN RFID System Agreement 146 ©2020 GUARDIAN RFID.All rights reserved.GUARDIAN RFID is a U.S. registered trademark. GVAMANRFID d. The Contractor shall take prompt corrective action to respond to and remedy any Security Breach and take mitigating actions, including but not limiting to, preventing any reoccurrence of the Security Breach and correcting any deficiency in Security Safeguards as a result of such incident, all at the Contractor's sole expense, in accordance with applicable privacy rights, laws, regulations and standards. The Contractor shall reimburse the County for all reasonable costs incurred by the County in responding to, and mitigating damages caused by, any Security Breach, including all costs of the County incurred relation to any litigation or other action described section 4(E) of this Addendum E. e. The Contractor agrees to cooperate, at its sole expense, with the County in any litigation or other action to protect the County's rights relating to Personal Information, Privileged Information, or both, including the rights of persons from whom the County receives Personal Information. 5. Oversight of Security Compliance a. The Contractor shall have and maintain a written information security policy that specifies Security Safeguards appropriate to the size and complexity of the Contractor's operations and the nature and scope of its activities. b. Upon the County's written request, to confirm the Contractor's compliance with this Addendum E, as well as any applicable laws, regulations and industry standards, the Contractor grants the County or, upon the County's election, a third party on the County's behalf, permission to perform an assessment, audit, examination or review of all controls in the Contractor's physical and technical environment in relation to all Personal Information and Privileged Information that is Used by the Contractor pursuant to this Agreement. The Contractor shall fully cooperate with such assessment, audit or examination, as applicable, by providing the County or the third party on the County's behalf, access to all Authorized Employees and other knowledgeable personnel, physical premises, documentation, infrastructure and application software that is Used by the Contractor for Personal Information, Privileged Information, or both, pursuant to this Agreement. In addition, the Contractor shall provide the County with the results of any audit by or on behalf of the Contractor that assesses the effectiveness of the Contractor's information security program as relevant to the security and confidentiality of Personal Information Used by the Contractor or Authorized Persons during the course of this Agreement under this Addendum E. c. The Contractor shall ensure that all Authorized Persons who Use Personal Information, Privileged Information, or both, agree to the same restrictions and conditions in this Addendum E. that apply to the Contractor with respect to such Personal Information and Privileged Information by incorporating the relevant provisions of this Addendum E into a valid and binding written agreement between the Contractor and such Authorized Persons, or amending any written agreements to provide same. 6. Return or Destruction of Personal Information. Upon the termination of this Agreement, the Contractor shall, and shall instruct all Authorized Persons to, promptly return to the County all Personal Information and all Privileged Information, whether in written, electronic or other form or media, in its possession or the possession of such Authorized Persons, in a machine readable form used by the County at the time of such return, or upon the express prior written consent of the GUARDIAN RFID System Agreement 147 ©2020 GUARDIAN RFID.All rights reserved.GUARDIAN RFID is a U.S. registered trademark. GVAMANRFID Director, securely destroy all such Personal Information and all Privileged Information, and certify in writing to the County that such Personal Information and Privileged Information have been returned to the County or disposed of securely, as applicable. If the Contractor is authorized to dispose of any such Personal Information or Privileged Information, as provided in this Addendum E, such certification shall state the date, time, and manner (including standard) of disposal and by whom, specifying the title of the individual. The Contractor shall comply with all reasonable directions provided by the Director with respect to the return or disposal of Personal Information and Privileged Information and copies of Personal Information and Privileged Information. If return or disposal of such Personal Information or Privileged Information, or copies of Personal Information or Privileged Information, is not feasible, the Contractor shall notify the County according, specifying the reason, and continue to extend the protections of this Addendum E to all such Personal Information and Privileged Information, and copies of Personal Information and Privileged Information. The Contractor shall not retain any copy of any Personal Information or any Privileged Information after returning or disposing of Personal Information and Privileged Information as required by this section 6. The Contractor's obligations under this section 6 survive the termination of this Agreement and apply to all Personal Information and Privileged Information that the Contractor retains if return or disposal is not feasible and to all Personal Information and Privileged Information that the Contractor may later discover in its possession or control. 7. Equitable Relief. The Contractor acknowledges that any breach of its covenants or obligations set forth in this Addendum E may cause the County irreparable harm for which monetary damages would not be adequate compensation and agrees that, in the event of such breach or threatened breach, the County is entitled to seek equitable relief, including a restraining order, injunctive relief, specific performance and any other relief that may be available from any court, in addition to any other remedy to which the County may be entitled at law or in equity. Such remedies shall not be deemed to be exclusive but shall be in addition to all other remedies available to the County at law or in equity or under this Agreement. 8. Indemnity. The Contractor shall defend, indemnify and hold harmless the County, its officers, employees, and agents, (each, a "County Indemnitee") from and against any and all infringement of intellectual property including, but not limited to infringement of copyright, trademark, and trade dress, invasion of privacy, information theft, and extortion, unauthorized Use, Disclosure, or modification of, or any loss or destruction of, or any corruption of or damage to, Personal Information or Privileged Information, Security Breach response and remedy costs, credit monitoring expenses, forfeitures, losses, damages, liabilities, deficiencies, actions, judgments, interest, awards, fines and penalties (including regulatory fines and penalties), costs or expenses of whatever kind, including attorneys' fees and costs, the cost of enforcing any right to indemnification or defense under this Addendum E and the cost of pursuing any insurance providers, arising out of or resulting from any third party claim or action against any County Indemnitee in relation to the Contractor's, its officers, employees, or agents, or any Authorized Employee's or Authorized Person's, performance or failure to perform under this Addendum E or arising out of or resulting from the Contractor's failure to comply with any of its obligations under this section 8. The provisions of this section 8 do not apply to the acts or omissions of the County. The provisions of this section 8 are cumulative to any other obligation of the Contractor to, defend, indemnify, or hold harmless any County Indemnitee under this Agreement. The provisions of this section 8 shall survive the termination of this Agreement. GUARDIAN RFID System Agreement 148 ©2020 GUARDIAN RFID.All rights reserved.GUARDIAN RFID is a U.S. registered trademark. GVAMANRFID 9. Survival. The respective rights and obligations of the Contractor and the County as stated in this Addendum E shall survive the termination of this Agreement. 10. No Third Party Beneficiary. Nothing express or implied in the provisions of in this Addendum E is intended to confer, nor shall anything in this Addendum E confer, upon any person other than the County or the Contractor and their respective successors or assignees, any rights, remedies, obligations or liabilities whatsoever. No County Warranty. The County does not make any warranty or representation whether any Personal Information or Privileged Information in the Contractor's (or any Authorized Person's) possession or control, or Use by the Contractor (or any Authorized Person), pursuant to the terms of this Agreement is or will be secure from unauthorized Use, or a Security Breach or Privacy Practices Complaint. GUARDIAN RFID System Agreement 149 ©2020 GUARDIAN RFID.All rights reserved.GUARDIAN RFID is a U.S. registered trademark.