ODM MSA

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Built By Officers For Officers

Master Services Agreement

This Master Services Agreement (“Agreement”) is entered into as of the Effective Date below and is between OFF DUTY
MANAGEMENT, Inc., a Texas Corporation, with offices located at 1906 Avenue D, #200, Katy, Texas 77493 (“ODM” or
“Contractor’) and the EL MIRAGE POLICE DEPARTMENT (EMPD) having its principal offices at 12401 W. Cinnabar Avenue,
El Mirage, AZ 85335-3258 (“Client” or “Agency”). ODM and Client are sometimes individually referred to herein as “Party” and
collectively as the “Parties.”

“Effective Date” _November 06, 2023

If no date is specified, the Effective Date of this Agreement is the date of the last signature below.

“Recitals” In consideration of the reciprocal promises, covenants and agreements
contained in the Agreement, and for other good and valuable consideration,
which the Parties acknowledge the receipt and sufficiency of, the Parties
agree to the following Terms & Conditions.

TERMS & CONDITIONS

Services

1.1 Statements of Work and the Services.

(A) Except where expressly stated otherwise to the contrary, ODM shall perform, at its sole expense, the Services
described in this Agreement, and any applicable Statements of Work (or schedules or other attached documents)
that the Parties may execute from time to time during the term of this Agreement. As used in this Agreement,
“Statement of Work” or “SOW” means a Statement of Work executed pursuant to this section 1.1, including all
schedules, exhibits, and attachments thereto, as each may be amended from time to time and agreed to in writing
by an authorized representative of the Parties. “Services” as used in this Agreement means, collectively, the services,
deliverables, and functions to be provided by ODM under this Agreement. ODM shall provide the requisite staff, and
resources necessary to provide Client with the services described in this Agreement, and any applicable Statement
of Work. ODM shall provide Client with support services for the coordination, management, and provision of its
personnel related to the Client’s off duty uniformed officer outside employment services. ODM shall provide Client
with support and administrative services specific to Customer off duty outside employment requests and
assignments that include, but are not limited to scheduling, billing, payroll, and reporting.

(B) Each Statement of Work shall include a description of the Statement of Work, schedules, rates, and other
specifications and terms the Parties agree are applicable to such Statement of Work. Statements of Work shall,
upon execution by authorized representatives of the Parties, be deemed incorporated into this Agreement.

(C) Customer is defined as any person or entity requesting Client’s off-duty officer outside employment services.

Invoicing and Payment. Client acknowledges that ODM will charge Customers the officer's pay rate plus an administrative
fee per assignment as specified in the applicable Statement of Work and any applicable sales tax if required by any state
or local taxing authority. ODM reserves the right to require Customers to either prepay or pay by credit card for the services
requested, including any applicable administrative fee, and sales tax. Customer shall pay ODM’s invoice(s) within thirty
(30) days after the date that Customer receives such invoice(s). An overdue payment charge of 1.5% per month may be
imposed by ODM on all past due, undisputed balances. Where state law mandates a lower past due payment charge, the
overdue payment charge shall be lowered to the highest rate that is legally permitted. If payment of such unpaid, past due,
and undisputed amounts is not promptly received in accordance with the terms hereof, then ODM will have the option to
terminate services at one or more of Customer's facilities following ODM’s provision of at least two (2) days’ notice to
Customer.
o Credit Card Payments: For customers paying by credit or with a debit card there will be an additional 3.0%
bank fee assessed.

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2. Term and Termination

2.1 This Agreement is valid for a term of two years from the Effective Date unless terminated in accordance with the terms of
this Agreement. “Term” in this Agreement includes the aforementioned period in addition to any applicable renewal.

2.2 Renewals. With the mutual written consent of the Parties, the Term of this Agreement may be renewed up to a maximum
of two (2), one (1) year periods. Any renewal under this subsection 2., will be a continuation of the same terms and
conditions as set forth in this Agreement, and any applicable addendums. Contractor has the ability to adjust the current
customer administrative fee based on inflationary factors up to 1.5% in conjunction with renewal. Contractor must provide
no less than 30 day written notice in conjunction with any renewal increases.

2.3 Termination.

(A) Either party may terminate this Agreement for convenience and without cause, at any time, by giving the other party,
thirty (30) days advance written notice designating the date of termination.
Any notice required or permitted under this Agreement shall be sent in accordance with Section 8 of this Agreement.

(B) Each party may terminate this Agreement if the other party materially breaches its obligations under this Agreement
and fails to cure such breach within thirty (30) days following receipt of written notice of such breach from the other

party.

(C) It is the intent of the Parties that, where allowed by law, they be placed in their respective positions immediately
before their entry into this Agreement in the event of a termination or expiration of this Agreement.

2.4 Permits and Licenses, ODM shall, at ODM’s expense, obtain and maintain all necessary permits, licenses, and government
approvals needed to perform its obligations under this Agreement. To the extent possible and requested by ODM, the
Client shall provide reasonable assistance in obtaining permits, licenses, and government approvals.

2.5 Business Name. ODM shall conduct business under its own name. ODM shall not use the Client's name, nor the name
of Client’s Affiliates, in providing the Services.

2.6 Contractor's Judgment. ODM shall determine the specific time and manner in which the Services are performed pursuant
to this Agreement, and the resources that are used to perform such Services. Client shall have no authority to direct the
day-to-day activities of ODM or any of ODM’s employees, agents, or independent contractors (together with Contractor,
the “Staff”). Client retains authority and responsibility for officers’ behavior when working off-duty for a private entity.

3. Relationship

3.1 Client and ODM agree that neither party has the authority to bind or make any commitment on behalf of the other, nor are
any of either party's employees entitled to any employment rights or benefits of the other party.

3.2 Nothing herein shall be deemed or construed to create a joint venture, partnership, agency, or employer/employee
relationship for any purpose.

3.3 Client is interested in the end results to be achieved by this Agreement, and ODM shall have full power and authority to
select the means, manner, mode, and methods of performing the Services hereunder, subject to compliance with
performance and quality control standards mutually agreed to.

3.4 ODM shall be solely responsible for paying the wages or other compensation of its Staff and all related withholding taxes,
workers’ compensation insurance, and other obligations pertaining to its Staff.

4. Confidential Information

4.1 Definition of Confidential Information. Any information disclosed by either Client or ODM as a “Disclosing Party” to the
other party as a “Receiving Party” or otherwise learned by the Receiving Party in connection with the performance of the
Services here under, and marked as “Confidential”, or any information whose confidential nature is reasonably obvious
from the content of the information and context of the disclosure (“Confidential Information”) shall be treated by Receiving
Party as confidential information of the Disclosing Party. The Confidential Information includes, but is not limited to,
personal, consumer, customer, Client, or employee information; business plans, marketing information, cost estimates,
forecasts, bid and proposal data, or financial data; or formulae, products, processes, procedures, programs, inventions,
systems, or designs of the Disclosing Party.

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4.2 Ownership and Use. The Receiving Party acknowledges that all Confidential Information remains the property of Disclosing
Party. Receiving Party agrees not to use any Confidential Information for any purpose except pursuant to this Agreement.
The Receiving Party shall keep all Confidential Information in confidence and shall not disclose any Confidential
Information to any third party. The Receiving Party shall not use any Confidential Information for any purpose other than
pursuant to this Agreement. Such obligations do not apply to information which 1) is or hereafter becomes generally known,
or 2) is hereafter furnished to the Receiving Party by a third party without restriction on disclosure, or 3) is subject to the
Texas Public Information Act as provided by Texas Government Code 552 or Arizona's public record laws as provided by
A.R.S. § 39-121 et seq. ODM acknowledges that the Client is a public body and documents related to this Agreement may
be subject to disclosure pursuant to state law in response to public records requests or to subpoena or other judicial

process.

4.3 Protection. ODM will implement and maintain safeguards for Confidential Information sufficient to (1) ensure the security
and confidentiality of the Confidential Information, (2) protect against anticipated threats or hazards to the security or
integrity of such Confidential Information, and (3) protect against unauthorized access to or use of such Confidential
Information. ODM has established and will follow procedures for all employees with access to Confidential Information to
protect the privacy of such information. At a minimum: (i) ODM shall not transmit Confidential Information across unsecured
communication channels or wireless LANs, and shall ensure that all Confidential Information, whether in transmission or
storage is secured against unauthorized access and/or distribution through encryption, authentication and robust access,
distribution and replication controls; (ii) ODM shall implement security assessment tools to monitor the system resources
and security controls; (iii) ODM shall implement and maintain detection and intrusion response and recovery plans for
monitoring potential unauthorized access to its systems, and shall maintain regularly updated anti-virus and spyware
software on all computers (laptops, desktops, servers, etc.) connected to its network; (iv) ODM shall implement and
maintain security alert mechanisms to generate alerts on attempted breaches and attacks that could compromise the
integrity of Confidential Information.

4.4 Security. ODM will notify Client as soon as possible in the event it believes or has reason to believe, that either a loss of
Confidential Information or security breach has occurred and will provide assistance in identifying appropriate information
relating to the breach.

4.5 Return. Within five days following the earlier of (i) the request of the Disclosing Party, or (ii) the expiration or termination
of this Agreement, Receiving Party shall return to the Disclosing Party or destroy all Confidential Information and all related
documents and materials. Such Confidential Information must be destroyed by modifying, shredding, erasing, or otherwise
making the information unreadable or undecipherable. ODM acknowledges that, as a public body, Client's obligations to
return or destroy documents are subordinated and superseded by Client’s record retention schedules and processes.

4.6 Injunctive Relief. The parties acknowledge that the Disclosing Party may not have an adequate remedy at law in the event
of any breach or threatened breach of this Agreement pertaining to the Confidential Information and intellectual property
and that the Disclosing Party or its customers or suppliers may suffer irreparable injury as a result. In the event of any
such breach or threatened breach, the Receiving Party hereby consents to the granting of injunctive relief without the
posting by the Disclosing Party of any bond or other security.

5. Trademarks and Intellectual Property

5.1 Neither party may use the other party’s name, logo, trade or service marks, or similar indicia (each a “Trademark”) without
the other party's prior written consent. Except as expressly stated herein, each party retains all rights, title, and interest in
and to its intellectual property.

5.2 ODM is, and shall be, the sole and exclusive owner of all right, title, and interest in and to all intellectual property developed
and/or deployed in the performance of the Services, including any methods, systems, plans, software (including the
OfficerTRAK® software), tools, and equipment.

5.3 The performance of the Services may require Client to make use of ODM’s technology, such as but not limited to
OfficerTRAK® software, the use of which requires the acknowledgment and agreement to the terms and conditions thereof.
Client acknowledges and agrees that failure to comply with the terms of use thereof constitutes a breach of Client's
obligations hereunder.

6. Warranties

6.1 ODM warrants that all Services provided hereunder shall be performed in accordance with generally accepted standards
for the industry to which such Services relate. If any Service or work product does not meet the warranties set forth above,
ODM will do everything necessary, without charge, to bring the Services or work product, as applicable, into compliance
with such warranties in a timely manner. Client acknowledges that the furnishing of the Services provided for herein by
ODM does not guarantee protection against all contingencies.

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6.2 ODM warrants that it will perform and provide the Services in compliance with all policies and procedures of Client as may
be provided from time to time by Client, and all laws, rules, and regulations applicable to the Services and/or Contractor
in its performance and delivery of the Services. Should those laws, rules, and regulations change after the execution of
this Agreement, ODM may be entitled to an equitable adjustment to this Agreement.

7. Insurance and Indemnification

ODM, at its own cost and expense, will maintain the following minimum insurance coverages throughout the term of this
Agreement with an insurance carrier which is at least rated “A-” or “VII” by A.M. Best (or equivalent, if not rated by A.M
Best):

General Liability $1,000,000 Each Occurrence/$5,000,000 Aggregate
Employer's Liability $1,000,000 per occurrence

Workers Compensation State Statutory Workers Compensation Insurance

Automobile Liability $1,000,000 (Auto liability coverage excludes collision insurance)

A combination of primary and excess/umbrella liability policies will be acceptable to meet the limits specifically required
hereunder.

All certificates of insurance shall name Client as additional insured with respect to general liability coverage and shall require
that Client be provided with at least thirty (30) days advance written notice of cancellation. General Liability insurance shall
cover claims for bodily injury, death, personal injury, and property damage occurring during the performance of the
Services. ODM shall provide certificates of insurance to Client prior to the Agreement Effective Date, and thereafter upon
the renewal of all policies to be maintained hereunder.

To the extent permitted by law and notwithstanding any liability insurance or other conditions of this Agreement, each Party
hereby covenants and agrees to indemnify, defend and hold harmless the other Party, its officials, officers, employees,
contractors and agents for, from and against all suits, actions, legal or administrative proceedings, claims, demands or
damages of any kind or nature relating to this Agreement to the extent arising out of any act or omission of the indemnifying
Party, its officials, officers, employees, contractors, agents and/or anyone acting under its direction or control whether
intentional or negligent, in connection with or incidental to this Agreement.

8. General Provisions

8.1 Notices. Legal Notices under this Agreement shall be in writing. Notices may be served by certified mail, postage paid with
return receipt requested; by private courier, prepaid; by facsimile, or other telecommunication devices capable of
transmitting or creating a written record; or personally. Mailed notices shall be deemed delivered three (3) days after
mailing, properly addressed. Couriered notices shall be deemed delivered on the date that the courier represents that
delivery will occur. Telecommunicated notices shall be deemed delivered when receipt is either confirmed by confirming
transmission equipment or acknowledged by the addressee or its office. Personal delivery shall be effective when
accomplished. Unless a party changes its address by giving notice to the other party as provided herein, notices shall be

delivered to the parties as follows:
If to ODM, to Principal Place of Business: 1906 Ave D, #200, Katy, Texas 77493; and If to Client, to:

Attn: Chief Paul Marzocca -12401 W. Cinnabar Avenue; El Mirage, AZ 85335-3258

8.2 Assignment and Delegation
(A) No Assignment or Delegation. Neither party may assign any of its rights or obligations under this Agreement, except
with the prior written consent of the other Party. Any such assignment or delegation is prohibited under this
subsection, except for a change of control, in which instance an assignment of rights and obligations is deemed to

be approved.

(B) Ramifications of Purported Assignment or Delegation. Without limiting any other remedy ODM may have against
Client for such purported assignment, any purported assignment of rights or delegation of performance in violation

of this section is void.

(C) Successors and Assigns. This Agreement binds and benefits the parties and their respective permitted successors
and assigns.

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8.3 Governing Law/Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the State of
Arizona without giving effect to principles of conflicts of law thereof. Further, the parties expressly consent to the exclusive
jurisdiction and venue in the applicable Division of the United States District Court where the defendant Party is located or the Arizona
District Courts in the county in which the defendant Party is located, and if located in more than one county, in the county in which
the principal offices of the defendant Party are located, and all applicable appellate courts. Accordingly, any action or proceeding
brought by either party which is based on, or derives from, this Agreement will be brought to such courts.

8.4 Attorneys’ Fees and Court Costs. If any suit or action arising out of or related to this Agreement is brought by any party,
the prevailing party shall be entitled to apply to the courts for the recovery of any direct and reasonable costs and fees
(including, without limitation direct and reasonable attorney fees, the fees and costs of experts and consultants,) incurred
by such party in such suit or action, including without limitation any post-trial or appellate proceeding.

8.5 Limitation of Liability. To the extent permitted by law, neither party will be liable to the other or any third party for lost profits,
incidental, consequential, punitive, special, exemplary, or indirect damages of any kind, even if such party has been
advised of such damages in advance or such damages were foreseeable.

8.6 Forced Ethnic Uyghur Labor Prohibition. In accordance with the requirements of A.R.S. § 35-394, ODM certifies that it
does not currently, and agrees for the duration of the Agreement that it will not, use (i) the forced labor of ethnic Uyghurs
in the People’s Republic of China; (ii) any goods or services produced by the forced labor of ethnic Uyghurs in the People’s
Republic of China; or (iii) any contractors, subcontractors, or suppliers that use the forced labor or any goods or services
produced by the forced labor of ethnic Uyghurs in the People’s Republic of China. If, after providing the certification
described herein, ODM becomes aware that it is not in compliance with the certification, it shall notify the Client within 5
business days of becoming aware of the noncompliance. ODM acknowledges that it must remedy the noncompliance and
provide written certification of that within 180 days after notifying the Client of its noncompliance. If ODM fails to remedy
the noncompliance and provide the written certification within 180 days, the Agreement shall terminate immediately.

8.7 Israel Boycott Divestments. In accordance with the requirements of A.R.S. § 35-393.01, by entering into this Agreement,
ODM certifies that it is not currently engaged in, and agrees for the duration of the Agreement to not engage in, a boycott

of Israel.

8.8 Entire Agreement. This Agreement (including, without limitation, all applicable schedules and attachments referenced in
and attached to this Agreement) constitutes the final, complete, and exclusive statement of the agreement between the
parties with respect to the subject matter hereof and cannot be altered, amended, or modified except in writing signed by
an authorized representative of each party.

8.9 Headings. The section headings in this Agreement are included for convenience only; they do not give full notice of the
terms of any portion of this Agreement and are not relevant to the interpretation of any provision of this Agreement.

8.10 Survival. The following provisions shall survive expiration or termination of the Agreement: Trademarks and Intellectual
Property, Confidentiality, Warranties, Limitation of Liability, Insurance, and any other provisions that by their nature are
intended to survive expiration or termination of this Agreement.

8.11 Counterparts. This Agreement may be executed in one or more counterparts, each of which is deemed an original, but all
of which together shall constitute one and the same instrument. Further, each party agrees to accept telefax signature
pages as originals.

8.12 Severability. In the event that any provision contained in this Agreement is held to be unenforceable by a court of
competent jurisdiction, the validity, legality, or enforceability of the remainder of this Agreement shall in no way be affected

or impaired thereby.

8.13 Employment Contracts. Any responsibility and/or liability with regard to any employment contract between Client and any
law enforcement personnel assigned to a Customer worksite shall be the exclusive responsibility and/or liability of Client
and ODM shall not be a party to any such agreement. ODM will have neither responsibility nor liability in connection with
or arising out of any such employment contract except to prepare checks and to pay any such employee who is a party to
such a contract, in conformity with the information provided by Client. With respect to any employment contract between
Client and any law enforcement personnel assigned to a Customer worksite, Client shall be acting solely on its own volition
and responsibility with regard to all aspects of any such contract, including but not limited to its negotiation, compliance,
implementation, renewal, enforcement, and termination.

8.14 Authority. This Agreement shall be valid and enforceable only upon signature by an authorized person with authority to
execute this Agreement on behalf of ODM. Any individual signing this Agreement on behalf of Client represents, warrants,
and guarantees that he or she has full authority to do so. Each party represents that it has the power and actual authority
to enter into this Agreement and to be bound by the conditions and terms contained herein.

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8.15 Waiver. No delay or omission by a party in exercising any right or remedy under this Agreement shall operate to impair
such right or remedy or be construed as a waiver thereof.

8.16 Force Majeure. Neither party shall be liable to the other party in any manner whatsoever if it is unable to perform any of its
obligations under this Agreement due to any cause beyond its reasonable control including but not limited to acts of God,
war or national emergency, riots, civil commotion, terrorism, fire, explosion, flood, epidemic, acts of Government, highway
authorities, telecommunications network operators or other competent authorities or interruption of, or inability in obtaining,

supplies or services from third parties.

THIS SPACE WAS INTENTIONALLY LEFT BLANK

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year written below.

Off Duty Management, Inc:

Printed Name: __Sherry Rowley

Title: Chief Executive Officer

Date: L/ at he 22) Ss

El Mirage Police Department

By:

Printed Name:

Title:

Date:

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EXHIBIT A
STATEMENT OF WORK

Scope of Services Date: October 12, 2023

Off Duty Management (ODM) will manage all external customer requests for the off-duty officers outside
employment services as of Go Live date. ODM will manage the following for the agency:

¢ Officer Payroll

© Scheduling

e Invoicing/Collections

Policies/Procedures

¢ ODM will comply with all applicable agency orders, rules, and policies.

e ODM will coordinate with the agency should there be any questions with a customer or
assignment.

e Agency will modify existing off-duty policies to incorporate ODM management and
administration.

e All off-duty assignments in El Mirage jurisdictional lines and city limits must run through
OfficerTRAK and ODM to ensure the agency has visibility and transparency around all off-duty
vendor requests, jobs worked, and reporting capabilities.

e EMPD will allow its officers to act in a backup capacity for brokers and other agencies outside of
EMPD’s jurisdictional lines with command staff approval. These assignments will not be in
OfficerTRAK or handled by ODM in any way unless one of the backup agencies is an ODM
partner. ODM will is indemnified against any and all activities related to these assignments
outside of El Mirage city limits unless EMPD officers are working back up for an official ODOM

agency partner.

Payroll/Rates and Fees
¢ Officers interested in working for ODM will be required to sign up as 1099 contractors for ODM.

© Officers will be paid weekly for any work completed through ODM for the prior week.

Pay Rates
Type Hourly Rate Notes

Regular $70.00 *School Safety Officer Special Rate,
determined by Az Dept. of Education

Traffic $70.00

Supervisor $80.00

Holiday* $85.00

Emergency** $85.00

* The holiday rate will apply to the following days: New Year’s Eve., New Year’s Day, MLK Day,
Presidents’ Day, Memorial Day, Juneteenth, Independence Day, Labor Day, Veterans Day, Thanksgiving

Day, Day after Thanksgiving, Christmas Eve, Christmas Day.

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Customer Fees
e Officer hourly pay rate plus 11 % ODM admin fee per hour.

Scheduling

Assignment Selection
e Assignments will be pushed out to officers via OfficerTRAK® to their

mobile devices once received and approved.
e Officers will select and work shifts on a first-come-first-served basis.

Min and max per shift work
° 4 hours minimum per request.
e Officers are limited to work a combined (agency/off-duty) total of 64 hours
combined bi-weekly (Monitored by agency).
Minimum Job Notification
e 24 hours prior to shift start required for requests.
e Ifa request is received less than 48 hours prior to assignment the emergency pay
rate goes into effect.

Agency Assignment
e Requests submitted through the agency website will default to that agency in

OfficerTRAK®, regardless of location.
e The following agencies will serve as backups for the agency:
° TBD

Insurance Coverages
¢ ODM will provide liability and state statutory worker’s compensation coverage.
City will be named as primary and will be provided COI.

OfficerTRAKo Software
e Officers working for ODM will be required to use the OfficerTRAK® mobile app.

e Agency will be provided access to OfficerTRAK® to view ODM assignments
requested through their agency.

e ODM will provide Agency access to OfficerTRAK® software to create and manage
internal assignments only (limited to agency and city assignments). Internal
assignments and ODM will be viewed by officers in the same app. ODM will
maintain officer information for both databases.

e Agency will create a web page with a link to OfficerTRAK® for customers to

request service online.

OfficerTRAK® Training

ODM will provide the following online training:
+ Administrators — Training guides and WebEx training
+ Officers — Training guides and practice jobs

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