Services Agreement with Genasys Inc

SERVICES AGREEMENT
(Not Construction Related)
BETWEEN THE CITY OF GLENDALE
AND
GENASYS INC.

This Services Agreement (“Agreement”) is entered into and effective berween the CITY OF GLENDALE, an
Arizona municipal corporation ("City") and Genasys Inc., a Delaware Corporation, (“Consultant”) as of the 6th
day of September, 2024 (“Effective Date”).

RECITALS

A. City intends to undertake a project for the benefit of the public and with public funds, that is more fully set
forth in Exhibit A attached (the "Project”);

B. City desires to retain the professional services of Consultant to perform certain specific duties and produce
the specific work as set forth in the attached Exhibit B, Project Scope of Work (“Scope”);

(es Consultant desires to provide City with services (“Services”) consistent with industry-best practices and the
standards set forth in this Agreement, in order to complete the Project; and

D. City and Consultant desire to memorialize their agreement with this document.

AGREEMENT

The parties hereby agree as follows:

1, Key Personnel; Other Consultants and Subcontractors.

11 Services. Consultant will provide all Services necessary to assure the Project is completed timely and
efficiently consistent within Project requirements, including, but not limited to, working in close
interaction and interfacing with City and its designated employees, and working closely with others,
including other consultants or contractors, retained by City.

2. Schedule. The Services will be undertaken in a manner that ensures the Project is completed timely and
efficiently in accordance with the Project. Nevertheless, this Agreement terminates three years from the
effective date.

3. Consultant’s Work.
3A Standard. Consultant must perform Services in accordance with the standards of due diligence, care,

and quality prevailing among consultants having substantial experience with the successful furnishing
of Services for projects that are equivalent in size, scope, quality, and other criteria under the Project
and identified in this Agreement.

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Licensing. Consultant warrants that:

a. Consultant currently holds all appropriate and required licenses, registrations and other
approvals necessary for the lawful furnishing of Services ("Approvals"); and

b. Neither Consultant nor any Subconsultant has been debarred or otherwise legally excluded
from contracting with any federal, state, or local governmental entity ("Debarment").

(1) City is under no obligation to ascertain or confirm the existence or issuance of any
Approvals or Debarments, or to examine Consultant's contracting ability.

(2) Consultant must notify City immediately if any Approvals or Debarment changes
during the Agreement's duration. The failure of the Consultant to notify City as
required will constitute a material default under the Agreement.

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08/14/2023

3.3

3.4

Compliance.

a

Services will be furnished in compliance with applicable federal, state, county and local
statutes, rules, regulations, ordinances, building codes, life safety codes, and other standards
and criteria designated by City.

Consultant must not discriminate against any employee or applicant for employment on the
basis of race, color, religion, sex, national origin, age, marital status, sexual orientation, gender
identity or expression, genetic characteristics, familial status, U.S. military veteran status or
any disability. Consultant will require any Sub-contractor to be bound to the same
requirements as stated within this section. Consultant, and on behalf of any subcontractors,
warrants compliance with this section.

Work Product.

a.

Ownership. Upon receipt of payment for Services furnished, Consultant grants to City
exclusive ownership of and all copyrights, if any, to evaluations, reports, drawings,
specifications, project manuals, surveys, estimates, reviews, minutes, all "architectural work"
as defined in the United States Copyright Act, 17 U.S.C § 101, ef seg., and other intellectual
work product as may be applicable ("Work Product").

(1) This grant is effective whether the Work Product is on paper (e.g, a "hard copy"),
in electronic format, or in some other form.

(2) Consultant warrants, and agrees to indemnify, hold harmless and defend City for,
from and against any claim that any Work Product infringes on third-party
proprietary interests.

Delivery. Consultant will deliver to City copies of the preliminary and completed Work
Product promptly as they are prepared.

City Use.
(1) City may reuse the Work Product at its sole discretion.
(2) In the event the Work Product is used for another project without further

consultations with Consultant, the City agrees to indemnify and hold Consultant
harmless from any claim arising out of the Work Product.

QB) In such case, City will also remove any seal and title block from the Work Product.

Compensation for the Project.

41

4.2

Compensation. Consultant's compensation for the Project, including those furnished by its
Subconsultants or Subcontractors will not exceed $84,645.00 as specifically detailed in Exhibit C
("Compensation").

Change in Scope of Project. The Compensation may be equitably adjusted if the originally
contemplated Scope as outlined in the Project is significantly modified.

a.

Adjustments to Compensation require a written amendment to this Agreement and may
require City Council approval.

Additional services which are outside the Scope of the Project contained in this Agreement
may not be performed by the Consultant without prior written authorization from the City.

Notwithstanding the incorporation of the Exhibits to this Agreement by reference, should
any conflict arise between the provisions of this Agreement and the provisions found in the
Exhibits and accompanying attachments, the provisions of this Agreement shall take priority
and govern the conduct of the parties.

08/14/2623

43 Allowances. An “Allowance” may be identified only for work that is required by the Scope and the
value of which cannot reasonably be quantified at the time of this Agreement.

a. As stated in Sec. 4.1 above, the Compensation must incorporate all Allowance amounts and
any unused allowance at the completion of the Project will remain with City.

b. Consultant may not add any mark-up for work identified as an Allowance and which is to
be performed by a Subconsultant.

& Consultant will not use any portion of an Allowance without prior written authorization

from the City.

d. Examples of Allowance items include, but are not limited to, subsurface pothole
investigations, survey, geotechnical investigations, public participation, radio path studies
and material testing.

Billings and Payment.

5.1 Applications.

a. Consultant will submit monthly invoices (each, a "Payment Application") to City's Project
Manager and City will remit payments based upon the Payment Application as stated below.

b. The period covered by each Payment Application will be one calendar month ending on the
last day of the month.

5.2 Payment.

a. After a full and complete Payment Application is received, City will process and remit
payment within 30 days.

b. Payment may be subject to or conditioned upon City's receipt of:
(1) Completed work generated by Consultant and its Subconsultants; and
(2) Unconditional waivers and releases on final payment from all Subconsultants as City

may reasonably request to assure the Project will be free of claims arising from
required performances under this Agreement.

5.3 Review and Withholding. City's Project Manager will timely review and certify Payment Applications.

a. If the Payment Application is rejected, the Project Manager will issue a written listing of the
items not approved for payment.
b. City may withhold an amount sufficient to pay expenses that City reasonably expects to incur
in correcting the deficiency or deficiencies rejected for payment.
Termination.
6.1 For Convenience. City may terminate this Agreement for convenience, without cause, by delivering

a written termination notice stating the effective termination date, which may not be less than 15
days following the date of delivery.

a. Consultant will be equitably compensated for Services furnished prior to receipt of the
termination notice and for reasonable costs incurred.

b. Consultant will also be similarly compensated for any approved effort expended, and
approved costs incurred, that are directly associated with Project closeout and delivery of the
required items to the City.

6.2 For Cause. City may terminate this Agreement for cause if Consultant fails to cure any breach of this
Agreement within seven days after receipt of written notice specifying the breach.

a. Consultant will not be entided to further payment until after City has determined its damages.
If City's damages resulting from the breach, as determined by City, are less than the equitable

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08/14/2023

amount due but not paid Consultant for Services furnished, City will pay the amount due to
Consultant, less City's damages, in accordance with the provisions of Sec. 5.

b. If City's direct damages exceed amounts otherwise due to Consultant, Consultant must pay
the difference to City immediately upon demand; however, Consultant will not be subject to
consequential damages more than $1,000,000 or the amount of this Agreement, whichever
is greater.

Conflict. Consultant acknowledges this Agreement is subject to A.R.S. § 38-511, which allows for
cancellation of this Agreement in the event any person who is significantly involved in initiating, negotiating,
securing, drafting, or creating the Agreement on City's behalf is also an employee, agent, or consultant of any
other party to this Agreement.

Insurance. For the duration of the term of this Agreement, Consultant shall procure and maintain insurance
against claims for injuries to persons or damages to property which may arise from or in connection with the
performance of all tasks or work necessary to complete the Project as herein defined. Such insurance shall
cover Consultant, its agent(s), representative(s), employee(s) and any subcontractors.

8.1 Minimum Scope and Limit of Insurance. Coverage must be at least as broad as:

a. Commercial General Liability (CGL): Insurance Services Office Form CG 00 01, including
products and completed operations, with limits of no less than $1,000,000 per occurrence
for bodily injury, personal injury, and property damage. If a general aggregate limit applies,
either the general aggregate limit shall apply separately to this project/location or the general
aggregate limit shall be twice the required occurrence limit.

b. Automobile Liability: Insurance Services Office Form Number CA 0001 covering Code 1
(any auto), with limits no less than $1,000,000 per accident for bodily injury and property
damage.

cn Worker’s Compensation: Insurance as required by the State of Arizona, with Statutory

Limits, and Employers’ Liability insurance with a limit of no less than $1,000,000 per
accident for bodily injury or disease.

8.2. Indemnification.

a. To the fullest extent permitted by law, Consultant must defend, indemnify, and hold
harmless City and its elected officials, officers, employees and agents (each, an "Indemnified
Party," collectively, the "Indemnified Parties") for, from, and against any and all claims,
demands, actions, damages, judgments, settlements, personal injury (including sickness,
disease, death, and bodily harm), property damage (including loss of use), infringement,
governmental action and all other losses and expenses, including attorneys’ fees and litigation
expenses (each, a "Demand or Expense" collectively "Demands or Expenses") asserted by a
third-party (i.e. a person or entity other than City or Consultant) and that arises out of or
results from the breach of this Agreement by the Consultant or the Consultant’s negligent
actions, errors or omissions (including any Subconsultant or Subcontractor or other person
or firm employed by Consultant), whether sustained before or after completion of the
Project.

b. This indemnity and hold harmless provision applies even if a Demand or Expense 1s in part
due to the Indemnified Party's negligence or breach of a responsibility under this Agreement,
but in that event, Consultant will be liable only to the extent the Demand or Expense results
from the negligence or breach of a responsibility of Consultant or of any person or entity
for whom Consultanc is responsible.

c. Consultant is noc required to indemnify any Indemnified Parties for, from, or against any
Demand or Expense resulting from the Indemnified Party's sole negligence or other fault
solely attributable to the Indemnified Party.

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8.3

8.4

8.5

8.6

8.7

8.8

Other Insurance Provisions. The insurance policies required by the Section above must contain, or

be endorsed to contain the following insurance provisions:

a. The City, its officers, officials, employees and volunteers are to be covered as
additional insureds of the CGL and automobile policies for any liability arising from or in
connection with the performance of all tasks or work necessary to complete the Project as
herein defined. Such liability may arise, but is not limited to, liability for materials, parts or
equipment furnished in connection with any tasks, or work performed by Consultant or on
its behalf and for liability arising from automobiles owned, leased, hired or borrowed on
behalf of the Consultant. General liability coverage can be provided in the form of an
endorsement to the Consultant’s existing insurance policies, provided such endorsement is
at least as broad as ISO Form CG 20 10, 11 85 or both CG 20 10 and CG 23 37, if later
revisions are used.

b. For any claims related to this Project, the Consultant’s insurance coverage shall be
primary insurance with respect to the City, its officers, officials, employees, and volunteers.
Any insurance or self-insurance maintained by the City, its officers, officials, employees or
volunteers shall be in excess of the Consultant’s insurance and shall not contribute with it.

c Each insurance policy required by this Section shall provide that coverage shall not be
canceled, except after providing notice to the City.

Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best rating of
no less than A: VII, unless the Consultant has obtained prior approval from the City stating that a
non-conforming insurer is acceptable to the City.

Waiver of Subrogation. Consultant hereby agrees to waive its rights of subrogation which any
insurer may acquire from Consultant by virtue of the payment of any loss. Consultant agrees to
obtain any endorsement that may be necessary to effect this waiver of subrogation. The Workers’
Compensation Policy shall be endorsed with a waiver of subrogation in favor of the City for all work
performed by the Consultant, its employees, agent(s) and subcontractor(s).

Verification of Coverage. Within 15 days of the Effective Date of this Agreement, Consultant shall
furnish the City with original certificates and amendatory endorsements, or copies of any applicable
insurance language making the coverage required by this Agreement effective. All certificates and
endorsements must be received and approved by the City before work commences. Failure to obtain,
submit or secure the City’s approval of the required insurance policies, certificates or endorsements
prior to the City’s agreement that work may commence shall not waive the Consultant’s obligations
to obtain and verify insurance coverage as otherwise provided in this Section. The City reserves the
right to require complete, certified copies of all required insurance policies, including any
endorsements or amendments, required by this Agreement at any time during the Term stated herein.

Consultant’s failure to obtain, submit or secure the City’s approval of the required insurance policies,
certificates or endorsements shall not be considered a Force Majeure or defense for any failure by
the Consultant to comply with the terms and conditions of the Agreement, including any schedule
for performance or completion of the Project.

Subcontractors. Consultant shall require and shall verify that all subcontractors maintain insurance
meeting all requirements of this Agreement.

Special Risk or Circumstances. The City reserves the right to modify these insurance requirements,
including any limits of coverage, based on the nature of the risk, prior experience, insurer, coverage
or other circumstances unique to the Consultant, the Project or the insurer.

E-verify, Records and Audits. To the extent applicable under A.R.S. § 41-4401, the Consultant warrants its
compliance and that of its Subconsultants with all federal immigration laws and regulations that relate to their
employees and compliance with the E-verify requirements under A.R.S. § 23-214(A). The Consultant or
Subconsultant’s breach of this warranty shall be deemed a material breach of the Agreement and may result

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08/14/2023

10.

11.

12.

13.

in the termination of the Agreement by the City under the terms of this Agreement. The City retains the legal
right to randomly inspect the papers and records of the other party to ensure that the other party is complying
with the above-mentioned warranty. The Consultant and Subconsultant warrant to keep their respective
papers and records open for random inspection during normal business hours by the other party. The
Consultant and Subconsultant shall cooperate with the City’s random inspections, including granting the City
entry rights onto their respective properties to perform the random inspections and waiving their respective
rights to keep such papers and records confidential.

No Boycott of Israel. To the extent A.R.S § 35-393 through § 35-393.03 are applicable, the parties hereby
certify that they are not currently engaged in, and agree for the duration of the Agreement to not engage in, a
boycott of goods or services from Israel, as that term is defined in A-R.S § 35-393.

Uyghur Forced Labor Prevention Act (UFLPA). Consultant certifies that it does not currently, and during
the term of this Agreement, will not use:

the forced labor of ethnic Uyghurs in the People’s Republic of China;

b. any goods or services produced by the forced labor of ethnic Uyghurs in the People’s
Republic of China; and

ic 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.

Attestation of PCI Compliance. When applicable, the Contractor will provide the City annually with a
Payment Card Industry Data Security Standard (PCI DSS) attestation of compliance certificate signed by an
officer of Contractor with oversight responsibility.

Notices.

13.1 A notice, request or other communication that is required or permitted under this Agreement (each
"Notice") will be effective only if:

a. The Notice is in writing; and

b. Delivered in person or by overnight courier service (delivery charges prepaid), certified or
registered mail (return receipt requested).

ic Notice will be deemed to have been delivered to the person to whom it is addressed as of
the date of receipt, if:

(1) Received on a business day before 5:00 p.m. at the address for Notices identified
for the Party in this Agreement by U.S. Mail, hand delivery, or overnight courier
service; or

(2) As of the next business day after receipt, if received after 5:00 p.m.

d. The burden of proof of the place and time of delivery is upon the Party giving the Notice.
e. Digitalized signatures and copies of signatures will have the same effect as original signatures.

13.2 Representatives.

a. Consultant. Consultant's representative (the “Consultant's Representative") authorized to
act on Consultant's behalf with respect to the Project, and his or her address for Notice
delivery is:

6

08/14/2023

Genasys Inc.

c/o Ashley Morgan
16262 W. Bernardo Dr.
San Diego, CA 92127

b. City. City's representative (“City's Representative") authorized to act on City's behalf, and
his or her address for Notice delivery is:

City of Glendale

c/o Chris Briggs, Police Chief

Attn: Glendale Police Department

6835 N. 57% Drive

Glendale, Arizona 85301

With required copy to:

City Manager City Attorney

City of Glendale City of Glendale

5850 West Glendale Avenue 5850 West Glendale Avenue

Glendale, Arizona 85301 Glendale, Arizona 85301

c. Concurrent Notices.

(1) All notices to City's representative must be given concurrently to City Manager and
City Attorney.

(2) A notice will not be deemed to have been received by City’s representative until the
time that it has also been received by the City Manager and the City Attorney.

Q) City may appoint one or more designees for the purpose of receiving notice by
delivery of a written notice to Consultant identifying the designee(s) and their
respective addresses for notices.

14. Entire Agreement; Survival; Counterparts; Signatures.

14.1 Integration. This Agreement contains, except as stated below, the entire agreement between City
and Consultant and supersedes all prior conversations and negotiations between the parties regarding
the Project or this Agreement.

a. Neither Party has made any representations, warranties or agreements as to any matters
concerning the Agreement's subject matter.

b. Representations, statements, conditions, or warranties not contained in this Agreement will
not be binding on the parties.

& Inconsistencies between the solicitation, any addenda attached to the solicitation, the
response or any excerpts, if any, and this Agreement, will be resolved by the terms and
conditions stated in this Agreement.

14.2 Interpretation.

a. The parties fairly negotiated the Agreement's provisions to the extent they believed necessary
and with the legal representation they deemed appropriate.

b. The parties are of equal bargaining position and this Agreement must be construed equally
between the parties without consideration of which of the parties may have drafted this
Agreement.

ics The Agreement will be interpreted in accordance with the laws of the State of Arizona.

143 Survival, Except as specifically provided otherwise in this Agreement, each warranty, representation,

indemnification and hold harmless provision, insurance requirement, and every other right, remedy

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08/14/2023

15.

16.

17.

14.4

14.5

14.6

14.7

Term.

15.1

15.2

and responsibility of a Party, will survive completion of the Project, or the earlier termination of this
Agreement.

Amendment. No amendment to this Agreement will be binding unless in writing and executed by
the parties. Electronic signature blocks do not constitute execution for purposes of this Agreement.
Any amendment may be subject to City Council approval.

Remedies. All rights and remedies provided in this Agreement are cumulative and the exercise of
any one or more right or remedy will not affect any other rights or remedies under this Agreement
or applicable law.

Severability. If any provision of this Agreement is voided or found unenforceable, that determination
will not affect the validity of the other provisions, and the voided or unenforceable provision will be
reformed to conform with applicable law.

Counterparts. This Agreement may be executed in counterparts, and all counterparts will together
comprise one instrument.

The term of this Agreement commences upon the effective date and continues for a three-year
period. There are no extensions or renewals available exception as provided below.

Extension for Procurement Processes. Upon the expiration of the Term of this Agreement, including
the initial term and any renewals, at the City’s sole discretion, this Agreement may be extended on a
month-to-month basis for a maximum of six (6) months to allow for the City to complete its
procurement process to select a vendor to provide the services/ materials similar to those provided
under this Agreement. The City will notify the Contractor in writing of its intent to extend the
Agreement at least thirty (30) calendar days prior to the expiration of the Term. Any extension
provided under this subsection will continue under the same terms and conditions as in effect
immediately prior to the expiration of the then-current term.

Dispute Resolution. Any controversy or claim arising out of or relating to this contract, or the breach
thereof, shall be settled by arbitration administered according to the American Arbitration Association’s
Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator may be entered in any
court having jurisdiction thereof.

Exhibits. The following exhibits, with reference to the term in which they are first referenced, are
incorporated by this reference.

Exhibit A Project
Exhibit B Scope of Work
Exhibit C Compensation

(Signatures on following page.]

08/14/2023

The parties enter into this Agreement effective as of the date shown above.

ATTEST:

Julie K. Bower
City Clerk (SEAL)

APPROVED AS TO FORM:

Michael D. Bailey
City Attorney

9

City of Glendale,

an Arizona municipal corporation

By: Kevin Phelps oO
Its: City Manager

Genasys Inc.,
a Delaware corporation

By: Dennis Klahn
Its: Authorized Signer

08/14/2023

EXHIBIT A

Services Agreement
PROJECT

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Security Policy). However, it is ultimately Your responsibility to ensure compliance
with all such requirements and You acknowledge that usin
does not make You CJIS compliant and You agree to enst
ensuring that appropriate data exchange agreements are in place. Inese

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Terms and Our Data Security Policies outline the data protection roles,
responsibilities, and data ownership of Your Content.

The CJIS Security Addendum is a uniform addendum to an agreement between
a government agency and a private contractor, approved by the Attorney
General of the United States, which specifically authorizes access to criminal
justice information, limits the use of the information to the purposes for which it is
provided, ensures the security and confidentiality of the information is consistent
with existing regulations and the CJIS Security Policy, provides for sanctions, and
contains such other provisions as the Attorney General may require.

We have incorporated the CJIS Security Addendum by reference into all Evertel
Master Services Agreements and these Terms of Service service contracts. The
CJIS Security Addendum may be found at Appendix K to the CJIS Information
Services Security Policy.

Other Matters

Our Policies, including these Terms, shall be construed as having been entered
into by You in the State of Nevada and shall be interpreted in accordance with
the laws of the State of Nevada. You consent to the exclusive jurisdiction of the
courts located in Clark County, Nevada, for any legal action arising out of or
relating to Our Policies and Our Services. The parties agree that the prevailing
party in any legal action shall be entitled to recover its reasonable costs and
attorney's fees.

You agree that Your use of Our Services will not violate any law or the rights of
any third party, including but not limited to the intellectual property rights or
privacy rights of any third party. You agree to indemnify and hold Us harmless
against any actions, damages, or any claims whatsoever which arise from or
relate to any such violation or alleged violation.

EXCEPT AS SPECIFICALLY PROVIDED HEREIN, THE SERVICES ARE PROVIDED “AS IS”
WITHOUT WARRANTY OF ANY KIND. EVERTEL DOES NOT WARRANT THAT THE
SERVICES WILL MEET CUSTOMER’S REQUIREMENTS OR THAT THEIR OPERATION WILL
BE UNINTERRUPTED OR ERROR-FREE. TO THE FULLEST EXTENT PERMITTED BY LAW,
EVERTEL HEREBY DISCLAIMS (FOR ITSELF AND ITS SUPPLIERS) ALL OTHER
WARRANTIES, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTT*' ‘tee nrene <r te)
THE EVERTEL SERVICES INCLUDING, WITHOUT LIMITATION, Al Learn More
OF TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT, INTEGRATIv. ..
MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, AND ALL

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WARRANTIES ARISING FROM ANY COURSE OF DEALING, COURSE OF
PERFORMANCE OR USAGE OF TRADE. CUSTOMER IS SOLELY RESPONSIBLE FOR
ENSURING THAT IT IS COMPLIANT WITH ALL LAWS AND REGULATIONS APPLICABLE
TO CUSTOMER, AND EVERTEL MAKES NO REPRESENTATION OR WARRANTY AS TO
CUSTOMER’S COMPLIANCE WITH SUCH LAWS OR REGULATIONS, INCLUDING,
WITHOUT LIMITATION, THE CRIMINAL JUSTICE INFORMATION SERVICES
SECURITY POLICY (CJIS). SEE the Evertel CJIS Compliance Matrix
(hitps://www.getevertel.com/wp-content/uploads/Evertel-CJIS-Compliance-
Matrix-and- Responsibilities.pdf?x95296) for specific security policies and
practices for Evertel and its compliance with the CJIS Security Policy.

EXCEPT AS OTHERWISE AGREED, IN NO EVENT DO WE HAVE ANY LIABILITY TO YOU
FOR ANY DAMAGES, WHETHER SUCH ARE INDIRECT, SPECIAL, OR OF OTHER
TYPES, HOWEVER CAUSED, WHETHER IN CONTRACT, TORT, OR UNDER ANY OTHER
THEORY OF LIABILITY (AND WHETHER RELATING TO OR DUE TO LOSSES, DEATH,
INJURY TO PERSON OR REPUTATION, OR OTHER EVENTS), WHETHER ARISING FROM
OR RELATING TO THE USE OF OUR SERVICES OR THE INABILITY TO USE OUR
SERVICES (WHETHER ARISING FROM OR RELATING TO: 1) THE USE OF ANY OF THE
CONTENT OR THE INABILITY TO ACCESS CONTENT, 2) THE ACCURACY OR
INACCURACY OF ANY CONTENT, 3) THE POSTING OR THE FAILURE TO POST
CONTENT), AND/OR 4) ANY OTHER REASON.)

The Services support logins using two-factor authentication ("2FA”), which is
known to reduce the risk of unauthorized use of or access to the Services. We
therefore will not be responsible for any damages, losses or liability to Customer,
Authorized Users, or anyone else if any event leading to such damages, losses or
liability would have been prevented by the use of 2FA. Additionally, Customer is
responsible for all login credentials, including usernames and passwords, for
administrator accounts as well the accounts of your Authorized Users. We will
not be responsible for any damages, losses or liability to Customer, Authorized
Users, or anyone else, if such information is not kept confidential by Customer or
its Authorized Users, or if such information is correctly provided by an
unauthorized third party logging into and accessing the Services.

The limitations under this “Limitation of Liability” section apply with respect to all
legal theories, whether in contract, tort or otherwise, and to the extent
permitted by law. The provisions of this “Limitation of Liabilit-”

the risks under this Contract between the parties, and the Learn More
these limitations in determining whether to enter into this Cornu ui nie
pricing for the Services.

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Contact Us

If you have any questions about these Terms, please contact us
at support@getevertel.com

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EXHIBIT B
Services Agreement

SCOPE OF WORK

Three-years of license subscription for the Evertel communications platform for 475 Police Department mobile
devices.

EXHIBIT C
Services Agreement

COMPENSATION

NOT-TO-EXCEED AMOUNT

The total amount of compensation paid to Consultant for full completion of all work required by the Project during
the entire term of the Project must not exceed $84,645.00.

DETAILED PROJECT COMPENSATION

The annual cost for service will be $25,650 for a total cost of $76,950 for three years of service. The must not
exceed amount of $84,645 which includes estimated taxes.