COTRA  Dale County Commission  Commission Meeting Minutes - May 23, 2023  The Dale County Commission convened in a regular session Tuesday, May 23, 2023. The following members were present: Chairman Steve McKinnon; District One Commissioner Chris Carroll; District Two Commissioner Donald O. Grantham; District Three Commissioner Adam Enfinger; and District Four Commissioner Frankie Wilson. Chairman McKinnon called the meeting to order at 10:00am. Commissioner Carroll opened with prayer. Commissioner Wilson followed with the Pledge of Allegiance.  APPROVED - AGENDA, MINUTES, & MEMORANDUM OF WARRANTS Commissioner Carroll made a motion to approve the agenda, memorandum of warrants, and Agenda addition: 1) employee travel- Worsham 2) Vivian B Adams board appointments  minutes:  Memorandum ofV Warrants:  Accounts Payable Check Numbers 96246-96314. Payroll Check Numbers: 154909 - 154911. Direct Deposit Check Numbers: 424955-425096. Minutes: Commission Meeting of May 9, 2023.  Commissioner Grantham seconded the motion, all voted aye. Motion carried.    Dale County Commission  Commission Meeting Minutes - May 23, 2023  Page 2of3  APPROVED - PERSONNEL  Commissioner Wilson made a motion to approve the following:  Linda Miller = Promotion - HR Director - Commission office Justyn Jackson = Promotion - Investigator - Sheriff office Tyler Johnson- - transfer = from investigator to deputy - Sheriff Office  Commissioner Carroll seconded the motion, all voted aye. Motion carried.  APPROVED - EMPLOYEE TRAVEL  Commissioner Grantham made a motion to approve the following:  Dale County Jail - Steven Baxley, Brandon Elmore, Harvey McLeod, and Hunter Peters October 22-25, 2023 - Alabama Jail Assoc. Fall conference, Orange Beach, AL Revenue - Eleanor Outlaw - June 11-15, 2023-AOATA- Orange Beach, AL Road & Bridge - Andrew Faulk - May 24-25, 2023 - CGEI Ethic Class = Prattville, AL EMA-Willie Worsham - June 12-15, 2023-A Ala. Disaster Preparedness  $2,714.40 $1,849.03 $507.19  Conference = Montgomery, AL -$1,033.80  Commissioner Carroll seconded the motion, all voted aye. Motion carried.  APPROVED - BID AWARD - RA-DCP-23-01-20- CR101  Commissioner Wilson made a motion to approve the bid award to Wiregrass Construction Co., Inc. for Rebuild Resurfacing Project, RA-DCP-23-01-20, CR 101 (Harris Rd). Commissioner Grantham seconded the motion, all voted aye. Motion carried.  See Exhibit 1.  APPROVED - BID AWARD - ARPA - DALE COUNTY MEDICAL DEMOLITION Commissioner Carroll made a motion to approve the bid award to Hopper Moore, Inc. for the  demolition of a building for Dale County Medical Center. See Exhibit 2. Commissioner Wilson seconded the motion, all voted aye. Motion carried.    Dale County Commission  Commission Meeting Minutes - May 23, 2023  Page 3of3  TABLED - AGREEMENT WITH CITY OF OZARK - RA-DCP-23-01-20  Commissioner Grantham made a motion to table the agreement with the City of Ozark  regarding CR 101 (Harris Road).  Commissioner Carroll seconded the motion, all voted aye. Motion carried.  APPROVED - JUVENILE MONITORING SYSTEM  Commissioner Carroll made a motion to approve an agreement with Sentinel Offender  Services, LLC for the Dale County Juvenile Courts system. See Exhibit 3. Commissioner Grantham seconded the motion, all voted aye. Motion carried.  APPROVED - BOARD APPOINTMENT- VIVIAN B ADAMS  Commissioner Wilson made a motion to approve the following Vivian B Adams board  appointments:  Appointment- - Laura Thornton to the Vivian B. Adams School Board, replacing Pat Jackson  who resigned April 2023-6y yr. term.  Bonnie Crawford and Angelia Filmore to serve another 6 yr. term.  Commissioner Grantham seconded the motion, all voted aye. Motion carried.  ANNOUNCEMENT = NEXT REGULAR MEETING  Chairman McKinnon announced that the next regular meeting of the Dale County Commission  will be Tuesday, June 13, 2023, at 10:00am.  ADJOURNMENT: CONFIRMATORY STATEMENT  Commission Grantham made a motion to adjourn the meeting. Commissioner Carroll the  motion. All voted aye. Motion carried.  Itis is hereby ordered the foregoing documents, resolutions, etc., be duly confirmed and entered  into the minutes of the Dale County Commission as its official actions.  shs  Steve McKinnon, Chairman    Exhibit 1  202 S. Hwy 123, Suite A Ozark, Alabama 36360 334.774.7875  Matthew W. Murphy, P.E. County Engineer  DALE COUNTY ROAD AND BRIDGE  MEMORANDUM Date: May23, 2032 To: Dale County Commission From: Matthew Murphy County Engineer Re: Rebuild Resurfacing Project Project #: RA-DCP-23-01-20  After a careful review of the bids, it is the recommendation of the Dale County Engineering Department to award the Rebuild Resurfacing Project to the lowest responsive and responsible  bidder:  Wiregrass Construction Company, Inc. 1830 Hartford Hwy. Dothan, Alabama 36301    Exhibit 1  5/17/2023  2023 Rebuild Resurfacing Project Project #-] RA-DCP-23-01-20  Company  Bid Amount $1,663,942.00 $1,310,399.16  Mid South Paving  Wiregrass Construction    COU  Exhibit 2  p2s. Hwy 123, Suite A Ozark, Alabama 36360 334.774.7875  Matthew W. Murphy, P.E. County Engineer  DALE COUNTY ROAD AND BRIDGE  MEMORANDUM Date: May 23, 2032 To: Dale County Commission From: Matthew Murphy County Engineer  Re: Dale County Medical Building Demolition  After a careful review of the bids, it is the recommendation of the Dale County Engineering Department to award the Dale County Medical Building Demolition to the lowest responsive and  responsible bidder:  Hopper Moore Inc. 561 County Road 623 Enterprise, AL: 36330    Exhibit 2  5/22/2023  Dale County Medical Building Demolition Bid Tabulation  Company  Bid Amount No Bid No Bid $71,000.00 $148,000.00 No Bid No Bid No Bid No Bid $108,500.00 $82,750.00 $44,500.00 $70,875.00  Tri State Clearing AAA General Contractors Complete Demolition Services Hardiman Remediation Services Hilton Cooper Contracting, Inc. Booth Enterprises LLC Johnston Construction, LLC JLM Services Hughes Construction  TOA  Hopper-Moore, Inc. Lewis, Inc    Exhibit 3  SENTINEL OFFENDER SERVICES,LLC MONITORING SERVICES AGREEMENT  This Monitoring Services Agreement ("Agreement") dated as of May 23, 2023, is entered into by and between Sentinel Offender Services, LLC, a Delaware limited liability company ("Sentinel"), having its principal place of business at 1290 North Hancock Street, Suite 103, Anaheim, California 92807, and Dale County Commission ("Customer") having its principal place of business at 202 Hwy 123 South,  Suite C, Ozark, Alabama 36360.  RECITALS  A. Sentinel is engaged int the business of providing the Services (as defined at Section 1.1) to customers, probation departments and community correctional entities. B. The Customer desires to supervise a certain portion ofi its offenders in a supervision and tracking program that is designed to monitor the offendert through one (1) or more ofthel levels C. Sentinel and the Customer desire to enter into a relationship whereby Sentinel shall provide the Services to Customer on thei terms and subject tot the conditions set forth herein. D. The Customer is responsible for determining the level and type of monitoring on an individual basis. The Customer may wish to use monitoring services that include Radio Frequency Home Monitoring, Global Positioning System Satellite Tracking, Alcohol Testing, or NOW THEREFORE, in consideration of the above recitals and in consideration of the mutual agreements and undertakings seti forth below, and other good and valuable consideration, the receipt and sufficiency of which are herebyacknowledged, the parties agree as follows:  ofr monitoring services provided by Sentinel.  cell phone reporting and tracking applications.  1 Services; Equipment; and Customer's Responsibilities  1.1 Services to be Performed. During the Term (as defined at Section 3.1), Sentinel shall provide tot the Customer services described at Exhibit" "A"attached hereto "Services.5entine. 1.2 Equipment. During the Term, Sentinel shall provide and maintain certain equipment ("SentinelE Equipment")! in connection with its provision ofi its electronic monitoring services. All Sentinell Equipment provided undert this Agreement shall remaint thes sole and exclusive property  shall provide the Services by qualified personnel in a professional manner.  1    Exhibit 3  of Sentinel. Sentinel Equipment in Customer's possession, custody or control is set forth at 1.3 CustomersResponsbites In addition1 to any other obligations ofthe Customerh herein, Customer shall be responsible for the obligations set forth at Exhibit "C" attached hereto  Exhibit "B" attached hereto "Customer-Controlled Equipment").  ("Customer Responsibilities).  2 Service Fees and Payments  2.1 Service Fees. Sentinel shall collect from the Customer the agreed upon amount for Services rendered. The fee schedule is defined in Exhibit "D" attached hereto ("Fee Table"). Payments are due and payable within thirty (30) days of receipt of invoice. Any fees not paid withini thet thirty (30) days afteri invoice will resulti in an interest rate of 1.5%1 to be added tot the 2.2 Payments and Acceptance. The Customer acknowledges and understands that acceptance by Sentinel of any payments undert this Agreement: shall not prevent Sentinel at any later date from disputing the amount owed or from demanding more information from the  monthlyi invoice total.  Customer regardingpayments finally due.  3 Term;Termination;: and Suspension  3.1 Term. This Agreement is effective as of. June 1, 2023, and shall continue in fulli force and effect until May 31, 2024 ("Initial Term"). This Agreement will be deemed to be renewed annually ("Renewal Term") upon the expiration of the Initial Term. After the completion of the initial term either party may terminate the agreement with or without cause bys giving the other partyas sixty (60) day written notice. This agreement will be considered extended unless a party hereto notifies the other party sixty (60) days prior to renewal that this Agreement will be terminated or unless this Agreementi is subject to early termination pursuant to Sections 3.20 or 3.2 Termination. Upon a party's material breach of the terms and conditions of this Agreement, the non-breaching party shall notify the breaching party in writing indicating the nature of such breach. Ifthe breaching partyf fails to cure thel breachwithin sixty (60) days sofits receipt of written notice from the non-breaching party, the non-breaching party may 3.3 Rights upon Termination. Upon termination or expiration of this Agreement:  9.12/"Term").  immediately terminate this Agreement.  2    Exhibit: 3  3.3.1 Sentinel shall immediately cease to provide the Services; provided, however, that Sentinel shall continue to provide the services described at Exhibit "E" attached  hereto "Post-Termination Services");  3.3.2 Each party: shall return to the other party all copies of any Confidential Information (as defined at Section! 5.1) or other materials received from the other party; 3.3.3 Sentinel shall give to the Customer all copies of Private Information (as defined at 3.3.4 Sentinel will continue to collect all fees due and owing under this Agreement as of 3.3.5 If requested by either party, the parties will issue a mutually acceptable communication regarding the termination or expiration oft the Agreement. 3.4 Suspension. Sentinel reserves the right, but assumes no obligation, to suspend performance immediately if, in Sentinel's reasonable judgment, the Customer has materially 3.5 Lost, damaged or stolen. Sentinel reserves the right to charge the Customer for lost,  Section 5.3);  the date oft termination or expiration of this Agreement; and  breached any obligation set forth herein. damaged or stolen Sentinel Equipment.  4 Marketing  The Customer agrees that Sentinel may include the Customer's name in listings of Sentinel's  customers.  5 Confidentiality and Privacy  5.1 Nondisclosure and Limited Use. Each party acknowledges that by reason of its relationship to the other party under this Agreement it will have access to certain information and materials concerning the other party's business, plans, customers (including criminal records), technology and products that are confidential and of substantial value to such party "Confidential Information"), which value would be impaired if such Confidential Information were disclosed to third parties. Each party agrees to maintain all Confidential Information received from the other party, both orally and in writing, in confidence and agrees not to disclose or otherwise make available such Confidential Information to any third party without the prior written consent of the disclosing party. Each party further agrees to use the Confidential Information only for the purpose of performing this Agreement.  3    Exhibit 3  5.2 Exclusions. The parties' obligations ofnon-disclosure. andl limited use: seti forth at Section 5.1 shall not apply to Confidential Information which: (a) is or becomes a matter of public knowledgethrougn no fault of or action byt the receiving party;(b) wasr rightfullyi int ther receiving party's possession prior to disclosure by the disclosing party; (c) subsequent to disclosure, is rightfully obtained bythereèMngparyfrom: athird partywhoi is lawfully in possession ofs such Confidential Information without restriction; (d) is independently developed by the receiving partywithoutr resort to Confidential Information which is confidential under this Agreement; or (e) is required by law or judicial order, provided that prior written notice of such required disclosure is furnished to the disclosing party as soon as practicable in order to afford the disclosing party an opportunity to seek a protective order and that if such order cannot be obtained disclosure may be made without liability. Whenever requested by a disclosing party, ar receiving party shall immediately return to the disclosing party all manifestations of the Confidential Information, or, at the disclosing party'soption, shall destroy all such Confidential 5.3 Private Information. Sentinel acknowledges and understands that it may produce certain private information, records and other materials concerning inmates, probationers, juveniles and other private persons that are confidential (Prlvateinformation') the disclosure ofv which may' violate applicable privacy laws. Sentinel shall maintain all Private Information in confidence and agrees not to disclose or otherwise make available such Private Information to any third party without the prior written consent of the Customer, provided, however, that Sentinel shall be entitled to disclose any Private Information to the extent required by law or judicial order. Sentinel further agrees to use the Private Information only for the purpose of  Information as the disclosing party may designate.  performing this Agreement.  6 Representations and Warranties  Each party to this Agreement represents and warrants tot the other that (a)i it hast full power and authority to execute and deliver this Agreement and to perform its obligations hereunder; (b) this Agreement has been duly authorized by all necessary action on1 the part ofs such party and constitutes a valid and legally binding obligation of such party, enforceable in accordance with its terms and conditions; (c) such party need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement; and (d) such party is not a party to any written or oral agreement, understanding, arrangement or contract that  prohibits the performance ofi its obligations hereunder.  4    Exhibit 3  7 Acknowledgments  The Customer acknowledges that Sentinel is providing the Sentinel Equipment and the Services specifically referenced in Exhibit A hereto. Sentinel is not involved in establishing criteria or otherwise providing advice or guidance on the selection of participant offenders, it being understood that all risk associated with selection and course of monitoring is expressly borne by the Customer. In addition, the Customer acknowledges that Sentinel has not made any representation or warranty that the Services will be available without interruption ort that they will be provided error free. The Customer assumes full responsibility for responding to alert  signals indicating violations by participant offenders.  8 Limitation of Liability  8.1 Disclaimer. The Customer acknowledges that iti is solely responsible for the decision to use the Services and all decisions regarding the selection of third parties that will have access to or contact with the Services, including, without limitation, probationers, juveniles and the Customer's employees. SENTINEL DISCLAIMS ANY AND ALL RESPONSIBILITY OR LIABILITY FOR 8.2 Service Availability. The Customer acknowledges Sentinel's ability to provide electronic monitoring services effectively! is dependent on factors outside ofi its control, including without limitation, promptre reporting byt the Customer of observed defects or deficiencies in any Sentinel Equipment assigned to or retrievedi from participant offenders, proper maintenance of Sentinel Equipment bythe Customer, extended power outages, disconnection or other loss/interruption of telephone lines, operation of wire line and wireless networks, internet connectivity, and scrambling, interruption, suspension, or other interference in thet transmission of radio signals ors signals to or from GPS satellites. Accordingly, the Customer acknowledges that Sentinel does not warrant that the Services willi function on an errori freel basis. At any givent time, the Sentinel Equipment or software used in connections with this Agreement may malfunction and failures int the Services may occurt from time tot time. The Customer agrees that Sentinel will not bel liable for any damages or harms, including, without limitation, property damage, personal injury, bodilyi injury, illness or death, that the Customer or1 the Customer's employees, agents or other affiliates may incur arising out of Sentinel's operations or its provision of or failure to provide the Services. SENTINEL DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OF MERCHANTABILITY, ANDI FITNESS FOR AF PARTICULAR PURPOSE. The Customer affirms that if it requests that Sentinel provide electronic monitoring by GPSto certain participants, all participants identified for GPS monitoring have been selected independently by the Customer without input, advice or other involvement of Sentinel and  THE CUSTOMER'S DECISIONS DESCRIBED IN THIS SECTION 8.1.  5    Exhibit 3  Sentinel has agreed to comply withi instructions of the Customer on the scope ofr monitoringi for The Customer recognizes the risks inherent with GPS monitoring and acknowledges that it has considered and assumed all such risks in selecting participants, prescribing the scope and course/level of monitoring, and establishing the response protocols for any electronic monitoring program to be conducted by Sentinel. The Customer agrees that Sentinel shall be entitled to indemnification for any and all damages, losses, liabilities, and expenses (including reasonable attorney's fees) which hereafter may be incurred by Sentinel arising in connection with its provision of GPS monitoring services (a) to the extent such risks have been expressly assumed byt the Customer or otherwise are outside of Sentinel's direct and immediate control. 8.3 Limitation of damages. Except for breach of any confidentiality or privacy obligations, neither party, nor any ofi its officers, directors, shareholders, employees, agents independent contractors, representatives, or affiliates shall! be liable to the other party or any of its officers, directors, shareholders, employees, agents, independent contractors, representatives, or affiliates for punitive, special, consequential, incidental, or indirect damages including, without limitation, lost profits, arising in connections with the services, even if such party has been 8.3.1 Sentinel's aggregate liability to the Customer relating to or arising out of this Agreement, whether in contract, tort, or otherwise, shall not exceed () the total amounts paid by Customer to Sentinel during the 12-month period immediately preceding the event which gave rise to the Customer's claims or (ii) $20,000,  each selected participant.  advised oft the possibility ofs such damages.  whichever is less.  8.4 Independent contractor. The parties agree that Sentinel is an independent contractor as that term is commonly used and is not an employee of the Customer. As such, Sentinel is solely responsible for all taxes, and none shall be withheld from the sums paid to Sentinel. Sentinel acknowledges that iti is noti insured in any manner by the Customer for any loss ofany kind whatsoever. Sentinel hasr no authority, express or implied,tobindo or obligate the Customer 8.5 Subcontracting. The parties agree that Sentinel shall not subcontract, assign or delegate any portion of this Agreement ori the! Services tol be performed hereunder without prior written approval ofthe Customer. Int the event that the Customerapproves of any such subcontracting, assignment or delegation, Sentinel shall remain solely responsible for managing, directing and paying the person or persons to whom such responsibilities or obligations are sublet, assigned or delegated. Sentinel shall take sole responsibility for the quality and quantity of any services  in any way.  6    Exhibit 3  rendered by such persons. Any consent given in accordance with this provision shall not be construed to relieve! Sentinel of any responsibility for performing under this Agreement. 8.6 Authority to Bind Contractor. Notwithstanding anything in this Agreement to the contrary, the signatory for Sentinel represents that he has been duly authorized to execute agreements on behalf of the company designated above and has obtained all necessary or applicable approval from thel home office oft the company to make this Agreement fully binding upon the company' when his signaturei is affixed and accepted by the Customer.  9 General Provisions  9.1 Assignment. This Agreement and all rights and duties hereunder may not be assigned, mortgaged, sublicensed, delegated, or otherwise encumbered by any party or by operation of law without the prior written consent of the other party, which consent shall not be unreasonablywitane.s, exceptthatap party'srights! hereundern mybetmstemdoissew ofallorsubstantially: allo ofthel business and assets ofthe party regardless ofh howt thet transaction 9.2 Notices. All notices, requests, or other communications required or permitted to be given hereunder or which are given with respect to this Agreement shalll bei in writing (including telecopy) and, unless otherwise expresslyprovided herein, shall be delivered (a) byl hand during normal business hours, (b) by Federal Express, United Parcel Service or other reputable overnight commercial delivery service (collectively, "Overnight Courier"), (c) by registered or certified mail (return receiptrequested), or (d) byt telecopy, addressed ast follows:  orseries of related transactions is structured.  Ifto Sentinel:  Sentinel Offender Services, LLC 1290 North Hancock Street Anaheim, CA 92807 Telephone No.: (949) 453-1550 Facsimile No.: (949)453-1554  Attention: Mr. Dennis Fuller, Chief Financial Officer  Withacopy to:  Stradling, Tocca, Carlson and Rauth 660 Newport Center Drive, Suite 1600 Newport Beach, CA 92660 Telephone No.: (949) 725-4123 Attention: Mr. Bruce Feuchter  7    Exhibit 3  Ifto Customer:  Dale-Ceumty-uvene-CeurDale County Commission 202 Hwy 123 South, Suite C190-EGouR-Sqware Telephone No.: 834,774602594435 Attention: Mr. Steve MeckinnonstaR-GaFRe:  Ozark, Alabama 36360  Any such notice shall be effective for purposes of determining compliance with the time requirements herein (a) at the time of personal delivery, if delivered by hand, (b) at the time accepted for overnight delivery by the Overnight Courier, if delivered by Overnight Courier, (c) at the time of deposit in the United States mail, postage fully prepaid, if delivered by registered ord certified mail, or (d) atthetimeofconfimation ofreceipt, ifdeliveredbytelecopy, If either party changes its address for purposes of notices hereunder, such party shall give written notice ofs such change toi the other partyi in accordance with this Section 9.2. 9.3 Entire Agreement. This Agreement (together with the other written agreements sperificallyreferred" tol herein) shallo constitute the entire agreement betweent the parties! hereto and shall supersede any other agreements (including the existing monitoring agreement presently in effect with the Customer), whether oral or written, express or implied, as they pertain to1 thet transactions contemplated herein. No revision, change, amendment, addendum or modification ofthis Agreement shall be effective unless made in writing and signed by both 9.4 Arbitration. Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be settled by arbitration in Indiana, , in accordance with the Rules of1 the American. Arbitration. Association theni in effect. Any award issued asaresult of such arbitration shall be final and binding between thep parties thereto and: shall be enforceable bya any customer having jurisdiction over the party against whom enforcement is sought. The arbitrator(s) shall havet the right to award costs tot the prevailing partya and shalll be! bound byl limitations on liability 9.5 Governing Law and Choice of Forum. This Agreement shall be construed and governed ina accordance with the internal laws of the State of Indiana. In the event any legal action becomes necessary to enforce or interpret the terms of this Agreement, including but not limited to any applications for temporary restraining orders, temporary or permanent injunctions, ort to enforce the decision of an arbitrator rendered in accordance with Section 9.4, the parties agree that such action will be brought in the DeKalb County Circuit Court or in the United States District Court, Northern District of Indiana and the parties hereby submit to the  oft the parties hereto.  or remedies set forth in this Agreement.  exclusive jurisdiction of said Courts.  8    Exhibit 3  9.6 Attorney's Fees. In the event of any action, claim or arbitration between the parties hereto relating to this Agreement or the breach, the prevailing party in such action shall be entitled to recover from such other party the costs and expenses of such prevailing party, includingr reasonable fees of attorneys and other advisors, incurred int taking or defending such action or claim. Each party has the right to negotiate the total sum allowed for attorney fees 9.7 Nonsolicitation of Employees. The undersigned parties agree not to solicit, hire or initiate any direct conversations regarding hiring: any employee of the other party, without the 9.8 Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which together will constitute one and the same 9.9 Severability. If any provision of this Agreement is found by any customer of competent jurisdiction to be invalid or unenforceable, such provision shall be deemed to be modified to the minimum extent necessary to cause it to be valid and enforceable and the invalidity or unenforceability, of such provision prior to such modification shall not affect the other provisions ofthis Agreement and all provisionsi nota affected byt thei invalidityo or unenforceability 9.10 Remedies Not Exclusive. No remedy conferred by any oft the specific provisions of this Agreementi isi intended to be exclusive of any other remedy, except as expressly provided int this Agreement or any exhibit thereto, and each and every remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing in law or in equity or bys statute or otherwise. The election of any one or moreremedies: shall not constitute 9.11 Waiver. Failure of either party at any time to require the performance of any provision under this Agreement shall not affect the right of such party to require full performance thereafter and a waiver by either party of al breach of any provision of this Agreement shall not bet taken or held tol be awaiver ofa any further or similar breach or as nullifying the effectiveness 9.12 Force Majeure. If performance hereunder is interfered with by any condition beyond a party's reasonable control ("Force Majeure Event"), the affected party shall be excused from such performance to the extent of such condition, provided, however that if a Force Majeure Event detrimentally affects a party's performance of a material covenant hereunder for thirty (30) days or more, the other party cant terminate this Agreement. The partywhose performance is prevented by al Force Majeure Event shall immediately inform the other party oft the state of  incurred by the other party.  prior written consent of the person's current employer.  instrument.  shall remaini in full force and effect.  a' waiver of the right to pursue other available remedies.  ofs such provision.  affairs.  9    Exhibit 3  9.13 Independent Contractors. Sentinel and the Customer are independent entities, and no agency,p partnership, franchise, joint venture or employment relationship isi intended or created by this Agreement. No party shall make any warranties or representations on behalf ofa any other  party.  [signatures follow]  10    Exhibit 3  INWITNESS WHEREOF, the Customer and Sentinel have executed this Service Agreement on1 the dates  shown below.  DALE COUNTY COMMISSION ("Customer")  - 23/3  orsl K Mr. Steve McKinnon Its: Chairman  Date:  SENTINELOFFENDER: SERVICES, WC("SENTINEL")  osl2s  Date:  2023  By:  oeps  Mr. Dennis Fuller Its: Chief Financial Officer  11    Exhibit 3  EXHIBIT "A" THE SERVICES  BasicServices  Sentinel will provide GPS tracking equipment. The Customer will select individuals that the  Customer deems appropriate to particpateinacstacing: program.  Training! Services  Sentinel will provide the necessary training to Customer personnel prior to provision of its Services. If required, Sentinel can provide training to other Customer personnel via remote interactive webinar and/or at a central facility as the program expands at no charge to the Customer. The Customer also agrees to assist with the program changeover andi implementation of Sentinel products and serviçes. If the Customer utilizes Sentinel's electronic monitoring services it will assume the responsibility of properly maintaining Sentinel Equipment in a functional manner and willl be held liable for all Sentinel  Maintenance Services  Equipment lost, damaged or stolen that exceeds five percent (5%) annually.  Hours of Operation  The SentinelDNA" ("DNA')offender tracking software operates 24 hoursa a day, 7days a week, 365 days a year. The Sentinel National Monitoring Center supports this operation at all times. The National Monitoring Center operates 24 hours a day, 7 days a week, 365 days a year. The National Monitoring  Center can be contacted at 800.551.4911.  Reports  For reportanda activityi information, the Customer willl be ablet to access Sentinel'sDNAS software through either as standard computer, laptop connection, smart phone browser or application. Sentinel staff will also provide a daily report to the Customer as requested for participant information and Allr monitoring activity reports remain accessible for a period of five (5) years. Retrieval of current client activityrecordsis isa accessible immediately,whiler retrievaio ofr recordsthat mayhave been archived due to extensive completion dates may require a minimum of 72 hours to retrieve and delivert to Customer personnel. Sentinel will maket the data available at ther request  transactions. Record Retention  of the Customer and all data will be backed up on a regular basis.  12    Exhibit 3  EXHIBIT "B"  CUSTOMER-CONTROLED EQUIPMENT  As required by this Agreement, Sentinel will provide to the Customer Sentinel Equipment in order for successful operation of the program. Sentinel will provide the Customer with fifteen percent (15%) Itv will be the Customer's responsibility to notify the Sentinel Resource Center of all equipment installations and removals in order tor maintain a correct billing record. Sentinel will not be responsible if the Customer fails to delete an offender from the program on the required date, and the offender The Customer will be responsible for Sentinel Equipment. Sentinel Equipment lost, damaged or stolen above the allotted contractual amount will require reimbursement to Sentinel at the rates as outlined  shelf stock for GPSTracking devices at no additional cost.  incurs additional charges.  under Exhibit F, ("Lost, Damaged or Stolen Equipmentsehedule").  13    Exhibit 3  EXHIBIT "C" CUSTOMER RESPONSIBILITIES  The Customer agrees thati itsr representatives' will use all ofthe proper paperwork andi transmittals that are required in order to properly and efficiently monitor an offender. This includes, but is not limited to, providing complete offender information forms to Sentinel's National Monitoring Center, maintaining a reasonable inventory for future participants, keeping an appropriate record of all equipment in use including alleged problems with any units, and maintainingcomplance with relevant privacyand data protection laws. The Customer will agree to the prompt payment of any service fees  duet to! Sentinel as stated in this Agreement.  The Customer agrees to notify Sentinel if Sentinel Equipment is lost, damaged or stolen.  14    Exhibit 3  EXHIBIT "D" FEE TABLE  Thet fees that willl be appliçable for this program are:  SERVICES  RATE $3.72/unit/day  OM500 GPSTracking ON-SITE SPARE EQUIPMENT  Sentinel will provide the Customer with fifteen percent (15%) shelf stock for GPS Tracking devices at no additional cost. All on-site spare Sentinel Equipment in excess of the included percentage, not in  service on participant offenders, willl be billed ai fee of $2.02/unit/day.  MINIMUMI MONTHLY INVOICE regardless ofs service utilization.  Customer acknowledges that a minimum $2,500.00/month will be invoiced, due and payable  DELIVERABLES AND: SERVICES INCLUDED, AT NO ADDITIONAL COST:  24/7Technical: Support through our National Monitoring Center and Help Desk  Automated Alert Notification" via email and/or SMStext Optional/Enhanced Monitoring Center alert triage may be additionally quoted for escalating/closed loop/voice calls to participant offenders Sentinel personnel available to provide in-person and/orvirtual/video court testimony in addition  and/ora agency personnel)  to any necessary documentation when requested  Webinar Training as needed  DNA! Mobile App available for Android andi iOS smartphones and tablets. Analysis (PPA) for individual participant traçking review  Program Analytics including Event Detection for crime scene correlation review and Point Pattern Equipment Retrieval Dashboard to assist agency with managing equipment recovery efforts. Up to eight (8) sets of pins, one (1) backplate, one (1) re-usable strap, per GPS unit per year. Int the event of a charging cord failure, cords will be replaced at no cost upon return to Sentinel. All additional charging cords will bel billed in accordance with the Consumable Fees table below.  CONSUMABLES ALLOWANCE  15    Exhibit 3  TRAINING  Initial training will be provided via webinar or video conference at no cost. Annual video conference training provided at no cost. Should on-sitet training ber required, training costs willl bel billed at arate  of $125.00 per hour.  CONSUMABLE FEES ABOVE THE INCLUDED. ALLOWANCE:  SERVICES  RATE $45 per cord $24 pers strap $15 per backplate $251 for 50 sets  OM500 GPS Charging Cord OM500 GPS Strap OM500 GPS Backplate OM500 GPS Pin Sets  16    Exhibit 3  EXHIBIT "E" POST-TERMINATION SERVICES  In the event that either party terminates this Agreement, all procedures and requirements will be finalized according tot the agreed upon manner. Sentinel will provide eallServices up untilt the expiration date of this Agreement, upon which it will be the Customer's responsibility to collect all Sentinel  Equipment and supplies and return equipment and supplies to Sentinel.  Sentinel willr not be responsiblet for the monitoring of any offender oncet the Agreement expiration date has passed. Any monitoring services after said date will have to be described in writing and consented to! byl both parties. Any fees associated with this holdover of services period willl be due and payable in  the same manner as all other fees collected.  17    Exhibit 3  EXHIBIT "P"  LOST, DAMAGED OR STOLEN EQUIPMENT SCHEDULE  If the Customer utilizes Sentinel's electronic monitoring services, it will assume the responsibility of properly maintainingt the equipmenti in at functional mannera and willl bel held liable for alll lost, damaged or stolen equipment that exceeds five percent (5%) annually (based ont the active participant count). Sentinel shall maintain adequate inventory records of equipment shipped to the Customer. The Customer agrees to keep adequate shipping records of equipment sent to Sentinel's National Warehouse for repair. The Customer also agrees to reimburse Sentinel for alll lost, damaged or stolen equipment during thet term of this agreement beyond five percent (5%) at the rates listed below:  EQUIPMENTINPE  REPLACEMENTCOST $505.00  OM500 GPS Tracking Device  Normal shippingi is ground delivery and is paid! by Sentinel. Rush shipments, i.e., overnight/next daywill be invoiced to the Customer for the additional shipping costs. The Customer will only bei invoiced for  the difference between ground shipping and overnight/next day.  18