Dale County Commission Commission Meeting Minutes - July28, 2020  The Dale County Commission convened in a regular session Tuesday, July 28, 2020. The following members were present: Chairman Mark Blankenship; District One Commissioner Chris Carroll!; District Two Commissioner Steve McKinnon; District Three Commissioner Chairman Blankenship called the meeting to order at 10:15am. Commissioner Wilson opened  Charles W. Gary and District; and Four Commissioner Frankie Wilson. with the Pledge of Allegiance. Commissioner Carroll followed with prayer.  APPROVED  AGENDA  Commissioner Gary made a motion to approve the agenda with two changes 1) add one item to Personnel 2) remove item #2, Dale County Dept of Human Resources Board. Commissioner McKinnon seconded the motion, all voted aye. Motion carried.  APPROVED = MEMORANDUM OF WARRANTS  Commissioner McKinnon made a motion to approve the following Memorandum of Warrants:  Accounts Payable Check Numbers 87290-87532. Payroll Check Numbers: 154682-154696. Direct Deposit Check Numbers: 35266-35449.  Commissioner Carroll seconded the motion, all voted aye. Motion carried.  APPROVED - JULY 14, 2020 MINUTES  Commissioner Carroll made a motion to approve the Minutes of the Commission Meeting on  July 14, 2020.  Commissioner McKinnon seconded the motion, all voted aye. Motion carried.    Dale County Commission  Commission Meeting Minutes -July 28, 2020  Page2of3  APPROVED  PERSONNEL  Commissioner Gary made a motion to approve the following:  Mark Hughes - Jail - Jailer- - new hire - $11.12 per hr. Brandon Collis - Jail - from temporary to full time Jailer- - $11.12/hr. Michael Toole - Jail - temporary Jailer -$10.00/hr. Kessler Bryce Tharp - Jail -1 temporary Jailer - $10.00/hr. Steve Helms - Road & Bridge - part-time Equip Operatorl- $15.15/hr.  Commissioner Wilson seconded the motion, all voted aye. Motion carried.  APPROVED - CAPITAL FUND 116 EXPENDITURE - HEAT PUMP  Commissioner Gary made a motion to approve an expenditure and budget adjustment for Fund 116- Capital Improvement for a 5.0T Seer Heat pIPump, $6,455.00, for the Dale  County Government Building.  Commissioner Wilson seconded the motion, all voted aye. Motion carried.  APPROVED - CORRECTED EMS FUNDING DISTRIBUTION - APR-JUN, 2020 Commissioner McKinnon made a motion to approve the corrected EMS Funding Distribution  for April-June, 2020. See Exhibit 1.  Commissioner Carroll seconded the motion, all voted aye. Motion carried.  APPROVED = MASS NOTIFICATION ALERT SYSTEM - EMA  Commissioner Gary made a motion to approve a one-year agreement with Everbridge for Critical Even Mass Notification System Agreement. Cost $11,287.50. See Exhibit2 2. Commissioner Wilson seconded the motion, all voted aye. Motion carried.  APPROVED - AD VALOREM JAIL TAX - FUND 151  Commissioner Carroll made a motion to approve the agreement with Idemia for the upgrade  oft the fingerprint machine, $2,934.00. See Exhibit 3.  Commissioner Wilson seconded the motion, all voted aye. Motion carried.    Dale County Commission  Commission Meeting Minutes -July 28, 2020  Page3of3  APPROVED  CREDIT CARD LIMIT INCREASE  Commissioner McKinnon made a motion to approve the credit limit from $10,000 to $15,000  for the credit card held by the Administrator.  Commissioner Wilson seconded the motion, all voted aye. Motion carried.  ANNOUNCEMENT - NEXT REGULAR MEETING  Chairman Blankenship announced that the next regular meeting of the Dale County  Commission will be Tuesday, August 11, 2020 at 10:00am.  ADJOURNMENT: CONFIRMATORY STATEMENT  Commission Gary made a motion to adjourn the meeting. Commissioner Wilson seconded Iti 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.  the motion. All voted aye. Motion carried.  1 Nh  Mark Blankenship, Commission Chairman    :  &  %  &    Exhibit2  155N NorthLake Avenue. Suite 900 E*18182309700  www.ererbridge.con  Pasadena. CA91101 USA  ax-18182309505  everbridge'  Quotation  Prepared for: Kurt McDaniel Dale County EMA, AL 202 S. Hwy 123, Suite C Ozark AL 36360 United States Ph: (334)774-6025 Fax: Email: daleema@centupyinknet Contract Summary Information: Contract Period: Contract Start Date: Contract End Date: Contact Summary: Household Count: Employee Count: Qty 1  Quote #: Date: Expires On: 9/30/2020 Salesperson: David Gonzalez  Q-53271 7/13/2020 Confidential 781-859-4041 avepomatdeatayecon  Phone: Email:  12 Months 10/1/2020 9/30/2021 19,112 500 Price USD 11,287.50 USD 11,287.50 USDO.00 USD0.00 USD 11,287.50  Description Mass Notification Pro  Pricing Summary: Year One Fees: One-time Implementation and Setup Fees: Professional Services: Total Year One Fees Due: Messaging Credit Amount: Year One Credit:  1,500,000  Page 1of2    Exhibit 2  1. Quote subject tot the terms and conditions oft the Master Services Agreement, including any amendments, executed 2. Bys signing this Quote your represent that your read, understand and agree that the Exhibit/ A tot the current service agreement executed between Everbridge Inc. and the customer listed above shall be deleted andr replaced ini its entirety 3. Messaging Credits listed above can be used for Notifications and expire at the end of each year. Consumption of 5. Except for currency designation, the supplemental notes above, ifany, supplied in this Quote are for informational purposes and not intended to be legally binding or override negotiated language of the Everbridge Inc. Master Service  between Everbridge, Inc. and the customer listed above. with the Exhibit/ A included with this Quotation. 4. Subject to sales taxes where applicable.  Messaging Credits ine excess oft these amounts in any year will incur additional charges  Agreement.  Authorized by Everbridge: Signature: Name (Print):  Date: Title:  To accept this quote, sign, date and return:  Signature: Name (Print):  a Date:  7sfze  Title:  /  Muk Shlky  Daima  155 North Lake Avenue, Suite 900 Pasadena, CA91101 USA Tel: +1-818-230-9700 Fax: +1-818-230-9505  THANKI YOU FOR YOURE BUSINESS!  Page 2 of2    Exhibit2  EXHIBIT A Additional Business Terms  The following additional business terms are incorporated by reference into the Agreement as applicable based on the 1. Client grants to Everbridge ar non-exclusive, royalty free, worldwide and perpetual righta andl license (including sublicense), to( (a) use, copy, display, disseminate, publish, translate, reformat ando create derivativer works from communications Client sends through the Solutions orwww.r nixle. comi for publict facing communications' to citizens, other public groups and public facing websites, including social media (e.g. Google", Facebook") (collectively, "Public Communications), (b) use and display Client's trademarks, service marks andl logos, solely as part of the Public Communications: to Contacts who have opted in to receive those Communications, and on other websites where Everbridge displays your Public Communications, as applicable, and (c) place a widget on Client's website in order to drive Contact opt-in registrations. Client further acknowledges and agrees that all personal information from individuals registering through such widget tor al Nixle branded website is owned expressly by Everbridge and such information will be governed by the applicable  particular products and: services described on the Quote.  IfClient Is Ordering Nixlee Products or Community Engagement:  Privacy Policy.  IfClient Is Ordering Everbridge Suite or Nixleo Branded Products:  1. Messaging Credits. The Solutions include units of usage ("Messaging Credits") for communications sent by Client through the Solutions to multiple Contacts via one or more communication paths (Notifications"). No Messaging Credits shall be required tos send Notifications by push notification (Everbridge mobile application), by email orb by pager. If Client's use of the Solutions exceeds the amount of Messaging Credits allocated to the account or previously purchased, Client shallp payf for sucho overages and charges back tot the date they werei incurred. Unused Messaging Credits expire at the end of the annual billing period under the applicable Quote and are not refundable. Additional Messaging Credits may be 2. Usage. Messaging Credits shall be applied per Notification sent by Client through the Solutions. A single Notification is  purchased separately. defined as follows: SMS Text messages:  Forr messages that contain only GSM characters, each 153 characters or portion thereof. Forr messages that contain any non-GSM characters, each 67 characters orp portion thereof. GSM characters include only characters in the GSM7-bit default alphabet.  Character limits for SMS Text messages are determined by telecommunication. providers. Everbridge reserves the right to change the length of a single SMS Text message if telecommunication providers update these Voice messages or Conference Voice: One minute or portion of a minute of the voice message, calculated on a  amounts.  cumulative basis per month, per destination country. TTY: One minute per TTY message. Fax: Per page transmitted. oft thet term ofs such Quote.  3. Role-based Limits. If Client exceeds any role-based limits (such as the number of Contacts, Resolvers or authorized users ofa Solution) set forth on the applicable Quote, Client shall pay for such additional role-based numbers as of the. date thatt the overage began. Payment shall be att the role-based number rate int the Quote and shall be paidf for the duration Other Usage Limits. If the applicable Quote sets forth any geographic, departmental, entity-based or other limitation on usage oft the Solutions, then Client's use oft the Solutionsi ise expressly limited to Contacts who are based ins such geographic area, department or entity or who otherwise meet the usage limitation criteria specified in the Quote. Client's use of the Solutions with any Contacts who are not included within such limitations shall constitute a material default under this 5. Data Feeds. Client shallr notu use any automated device, computer program, software, tool, algorithm, bot ors similar process to mine or systematically scrape or extract data from any of the products, except as authorized in writing by Everbridge. Notwithstanding anything to the contrary in this Agreement, to the extent that Client has purchased or accesses Data Feeds, the content such feeds are provided solely on an "AS IS" and' "AS AVAILABLE" basis and Everbridge disclaims any and alll liability of any kind or nature resulting from (a) any inaccuracies or failures with respect to such Data Feeds or (b) any actions taken! by Client as ar result ofi its use oft the Solutions or its content. All Data Feeds are provided solely asa convenience and do not constitute: an endorsement by Everbridge. The sole ande exclusive. remedy for any.f failure, defect, or inability to access the content ofs such Data Feed shall be to terminate the Data Feed with no further payments due. "Data Feed" means data content or websites licensed or provided by third parties to Everbridge: and supplied to Clienti in connection with the Solution (e.g.. real time weather system information and warnings, 911 data, third party maps, and situational intelligence) or publicly-available information that Client accesses on the Internet while using the Services.  Agreement ands shall: subject such Clientt to additional charges for such unauthorized usage.    Exhibit2  Clients purchasing Visual Command Center or Signal products further agree that they will comply with the Data Feed Terms and Conditions found at htps/aweverondgecmapsenenssissDaafesdlemsas-anCondlions-Oat: Resident Connection Data. Ifa Clienti is a governmental entity andi is purchasing Resident Connection Data, Everbridge provides to Client a limited, non-exclusive, non-transferable, non-sublicensable, right to use mobile, landline and VoIP telephone records ("Resident Connection Data")i in connection with emergency notifications sent through the Everbridge Solutions. Resident Connection Data is Confidential Information of Everbridge and is subject to the confidentiality obligations in Section 7 and the license restrictions in Section 6.2 of this Agreement. Unless provided herein, Resident Connection Data is owned expressly by Everbridge and rights to use such data terminates upon the termination or 7. Incident ManagementiT Alerting. Ifa Client is purchasing thel Incident Management or IT Alerting Solution, (a) Clients may only designate the number of Users set forth on the Quote, and such individuals shall only have the access rights pursuant to such designation and role; (b) incident Administrators" are authorized by Client as an administrator for the Incident Management orl IT Alerting Solution components and are typically responsible for the configuration ofIT Alerting as well as managing and reporting on Incidents; (c) "Incident Operators" are authorized by Client as an operator of the Incident Management orl IT Alerting Solution and are typically responsible forl launching/managing Incidents; and (d)" Group Managers" shall havet the ability to build, manage and/or participate in on-call schedules tor receive IT related notifications. Everbridge may limit or throttle Client's automated use of the Incident Management or IT Alerting Solution in order to 8. Secure Messaging. Ifa Client is purchasing peert top peers securer messaging solutions ("Secure Messaging"). Everbridge shall comply with all applicable privacy laws, including in the United States, the Health Insurance Portability and Accountability Act of 1996 ("HIPAA"), the Health Information Technology for Economic and Clinical Health Act( ("HITECH Act"), the Gramm-leach-Bliey, Act, and the Fair Credit Reporting Act, as applicable based on solution purchased. For clients based int the United States, our Secured Messaging products for healthcare. are: subject to our Business Associate Agreement, available at htips/www.everbride.commp-contenapba4s201501Business-AoCate-fom-kdvi- 7.7.15.pdf, which is incorporated and made a part of this Agreement. Client acknowledges and agrees that Secure Messaging solutions are intended to deliver non-critical, non-emergency messages between users as a convenience to facilitate communications: and are not intended for or suitable for usei ins situations where at failure or time delay of, or errors ori inaccuracies in, the content, data or information provided through the services could lead to death, personal injury or 1. IfClienti is using the solution tos send non-emergency, calls, text messages ore emails to consumers, Client expressly agrees to comply witha applicable consumer protection laws, including int the United States, the Telephone Consumer Protection Act of1 1991, including itsi implementing regulations, andi int the CAN-SPAM. Acto of2 2003, and any others similar laws andi regulation (collectively, Consumer Protection Law"). Client shall noty violate these or others applicable laws and warrants that itshall receive express consent from Contacts ifi its messages fall within these Consumer Protection Laws. Client shall defend, indemnify and! hold Everbridge harmless from any violation by Client of Consumer Protection Law. Client further agrees that any marketing or sales related text messages will comply with the policies and guidelines of the Mobile Marketing  2019.pdf.  expiration oft this Agreement.  protect the stability and security of the Solution.  property damage. Non-Emergency Messaging  Association found at! tpmmasobalcomialsendis  2    Exhibit2  everbridge  SYSTEM INCLUSION  EVERBRIDGE MESSAGING CREDITS  For the Critical Event Management, Mass Notification, Safety Connection, IT Alerting, Crisis Management and Community Engagement Solutions, Clients will have access to an annual allowance of Messaging Credits that can be used for Notifications. The specific number of Messaging Credits are included on the product Quote and are applied Unused Messaging Credits (including any additional purchased credits). expire at the end of the annual contract period under the applicable Quote and are not refundable. If Client exceeds the annual allowance of Messaging Credits allocated to the account or previously purchased, then Client shall pay for such overages and charges back to the date  per Notification according to the table below.  they were incurred. Message Modality NORTHAMERICA REGION1: REGION:2: EUROPE SOUTHAMERICA REGION3: REGION4: AFRICA REGIONS: ASIA OCEANIA MIDDLEE REGION7: EAST  Messaging Credits shall be calculated and consumed as follows:  Email  Push Notification notification free free free free free free free  Pager sent free free free free free free free  Voice SMS Text Conference TTY  FAX  Voice voice call 10 40 190 400 70 100 170  Unit ofN Measure pere email sent pern mobile app per pager message pern minute of pers SMS message pern minute ofthe per mTY message perp pagesent  thev voice call 10 40 190 400 70 100 170  free free free free free free free  5 30 40 50 30 40 30  100 100 100 100 100 100 100  100 100 100 100 100 100 100  As single Notification consists of: SMS Text:  Forr messages that contain only GSM characters, each 153 characters orp portion thereof. Forr messages that contain any non-GSM characters, each 67 characters or portion thereof. GSM characters include only characters in the GSM 7-bit default alphabet.  Voice or Conference Voice: One minute or portion of a minute of the voice message, calculated on a cumulative basis per  month, per destination country. TTY: Per TTY call. Fax: Per page transmitted.  Fore example:  SMS Notification (containing 100 GSM characters) sent to 100 contacts int the United States would consume 500 Messaging Credits (100 contacts' *11 Notification/contact": 51 Messaging Credits per US SMS message). Voice Notification (Each message = 30: seconds) sent to 500 contacts in France would consume 10,000 Messaging Credits (500 contacts 30 seconds =: 250 minutes ofc calls' 40N Messaging Credits per European Voice Call). SMS Notification (containing 200 GSM characters) sent to 250 contacts in India and: 2000 contacts in the United States would consume 35,000 Messaging Credits (250 contacts' *2 Notifications/contact" 30 Messaging Credits per Asian SMS message = 15,000 Messaging Credits) + (2000 contacts *21 Notfications/contact" 51 Messaging Credits per US SMS System Inclusion. Sheet may be updated by Everbridge with atl least thirty (30) days' prior written notice to Client via the Everbridge Client Portal. Forafull product description, along with best practices and! product details please see the Everbridge User Guide and Everbridge University.  message =2 20,000 Messaging Credits). OEverbridge, Inc. Confidential. & Proprietary  www. everbridge.com  Rev. April: 2020    Exhibit3  IDEMIA  5515EastL LaF Palma Avenue Suite 100 Anaheim, CAS 92807 July 13, 2020 Captain Nelson Dale County Jail 124 Adam St Ozark AL Cell 334-733-8687 Email: nelson@daleso.com Reference No. IDAL-L071320-02  IDEMIA is pleased to provide Dale County Jail with the following proposal to upgrade the existing  LiveScan System to Windows 10 Operating System (OS).  LiveScan Desktop Upgrade TP-IAT-CUSTOM 47FRT  Table 1.P Pricing Description  Unit Qty Price 1 $2,934 $2,934  Total  TPEWIMIO-DESKTOP IDEMIA LiveScan System Upgrade to Windows 10  OS:  Upgrade of LiveScan System Software NEW Computer with' Windows 10 OS On-site Installation, Reconfiguration  Freight  The proposed Upgrade Services are limited to the upgrade of the existing LiveScan System to Windows  100S.  Customer Responsibilities  Dale County Jail is responsible for thet following:  Providing necessary facility resources required for equipment installation and operation including Providing the necessary local area and wide area networking (LAN and WAN) including service and  access, space, environmental control, electrical power and networking. backend connectivity as well as any required VPN authorizations Obtaining all required authorizations for connectivity. Indeveloping this proposal, IDEMIA has made the following assumptions: additional functional requirements may be treated as change orders.  Assumptions  Upgrade Services are limited to the upgrade of the existing LiveScan System to' Windows 10 OS. The IDEMIA LiveScan System shall conform to the existing IDEMIA LiveScan configuration. Any Dale County Jail will provide all necessary communication for connectivity. This includes, buti is not Additional engineering effort by IDEMIA beyond the scope oft the standard product willl be quoted based on current service rates in effect at thet time of the change, plus any related travel or administrative expenses.. Assistance with training and questions for the Dale County. Jail database or any programming, scripting, or review of programs beyond work quoted above are excluded from this offer. Prices are exclusive of any and all state, or local taxes, or other fees or levies. Customer payments are due to IDEMIA within 30 days after the date of the invoice. Product purchase will be governed. by the  limited to hubs, routers, modems, etc.  IDEMIA. Agreement, a copy of which is attached.  Reference: IDAL-L071320-02  Page 1of6  Idemia Identity & Security USAI LLC.55151 Eastl La Palma Avenue, Suite 100, Anaheim, CAS 92807 . www.i idemia.com    Exhibit. 3  Firm delivery schedules willl be provided upon receipt of a purchase order. No subsequent purchase order can override such terms. Nothing additional shall be binding upon IDEMIA unless a subsequent IDEMIA reserves the right to substitute hardware of equal value with equal or better capability, based upon market availability. If, however such equipment is unavailable, IDEMIA will makes its best effort to Purchase orders should be sent to IDEMIA by electronic mail, facsimile or U.S. mail. Please direct all  agreement is signed by both parties. provide a suitable replacement. Proposal Expiration: November 30, 2020 order correspondence, including Purchase Order, to: Jayne Goodall IDEMIA 5515 East La Palma Avenue, Suite 100 Anaheim, CA 92807 We look forward to working with you.  Email: ymegeodal@ldemlacom I Mobile: 851)83-2333/Ofice: (714)575-2956  Sincerely,  Michael Kato  Vice President of Public Security, State & Local Government IDEMIA  Reference: IDAL-L071320-02  Page: 2of6  Idemial Identity & Security USAL LLC.5515 EastLaf Palma Avenue, Suite 100, Anaheim, CA9 92807 . www.i idemia.com    Exhibit3  By signing this signature block below, Dale County Jail agrees to the terms and pricing stated in this proposal for the product and services as referenced above. My signature below constitutes the acceptance of this order and authorizes IDEMIA, LLC to ship and  provide these product and services: Signature Authorization for Order:  Signature a  Name Date  Mak dh-hurrhy 7/s/o  Total Purchase Price (including any Options): Please provide Billing Address:  Check if Billing Address is same as Shipping Address: I Please provide Shipping Address (if different from Billing Address):  PLEASE PROVIDE A COPY OF YOUR CURRENT TAX  EXEMPTION CERTIFICATE (if applicable).  Reference: IDAL-L071320-02  Page: 3of6  Idemia Identity & Security USALLC-SSISEastLaF Palma Avenue, Suite 100, Anaheim, CAS 92807 e www.idemia.com    Exhibit3  Idemia Identity & Security USA LLC Short Form Sales 1.. Scope Idemia Identity & Security USA LLC, ("IDEMIA" or "Seller) having a place of business at 5515 East La Palma Avenue, Suite 100, Anaheim, California 92807 and (Agreement), pursuant to which IDEMIA will sell to Customer and Customer willp purchase from Seller the equipment, parts, software, or services related to the equipment (e.g. installation) described in terms and conditions, together with the Proposal or Quote, comprise the "Agreement." Customer may indicate its acceptance of this Agreement bys signing below ort byi issuinga a purchase order that refers toe either the Proposal/Quote ort toa Customer solicitation toy which the Proposal/Quote responds. Only these terms and conditions apply to the transaction, notwithstanding any inconsistent or additional terms and conditions contained in the purchase order or Customer Price. Payment and Sales Terms The Contract Price is U.S. taxes andf freight. Seller wil submiti invoices to Customer forp products when they are shipped and, ifa appliçable, fors services when they are performed. Customer wil make payments to Seller within twenty (20) days aftert thei invoice date. Unless otherwise stipulated witht the Seller when an Orderi is accepted, the Equipment will be delivered bys Seller "FCA" (Free Carrier), with named place being the Seller's premises where the Goods areb being dispatched, (incoterms 2010). Titet tot the Equipment will pass to Customer upon payment in fullo oft the Contract Price as outlined above, except that title to Software will notp pass to Customer ata anyt time. Risk ofk loss willp pass to Customer upon delivery oft the Equipment to the Customer at the agreed named place of delivery in accordance with thel Incoterm in the contract. Seller will pack and ship all Equipment in accordance with good commercial 3. Software. If this transaction involves software, any software. owned bys Seller CIDEMIA Software')is! licensed to Customer solelyi in accordance with Seller's Software License Agreement ("SLA). which isa attached as ExhibitAa andi incorporatedh herein byt thisr reference. Any software owned by a third party ("Non-IDEMIA Software") is licensed to Customer in accordance with the standard license, terms, and restrictions oft the copyright owner unless the owner has granted to Sellert ther rightt tos sublicensei itss software pursuantt tot the SLA, inwhich. case the SLA applies andt thec owner will have allr rights and protections under the SLA as the Licensor. Seller makes no representations or warranties ofa any kind regarding Non-IDEMIA: Software. 4. Express Limited Warranty and Warranty Disclaimer. IDEMIA Softwarei is warrantedi ina accordance witht the SLA: 5. Delays and Disputes Neither party will bel liable for its non- performance or delayed performance if caused by an event, circumstance, oractofathird; partyt thatis beyonda a party'sreasonable control (a "Force Majeure"). Each party will notify the other ifit becomes aware of a Force Majeure that will significantly delay Agreement (exceptf forac claimr relating toi intellectual property orb breach ofc confidentiality) through good faith negotiations: If necessary, the. parties will escalate the dispute to their appropriate higher-level managers. lfn negotiations fail, the parties willj jointly selecta mediator to mediate the dispute and will share equally the mediation costs. Neither party willa assertat breach oft this Agreement without firstg giving the other party written notice anda at thirly (30) day period to cure the 6. LIMITATION OF LIABILITY. Except for personal injury or death, Seller's total liability, whether for breach of contract, warranty, negligence, strict liability int tort, or otherwise, will be limited to the direct damages recoverable under law, but not to exceed the purchase price of thep products or services forv which losses or damages are claimed. SELLER WILL NOT BE LIABLE FOR ANY COMMERCIAL LOSS; INCONVENIENCE; LOSS OF USE, TIME, DATA, GOOD WILL, REVENUES, PROFITS OR SAVINGS; OR OTHER SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES IN ANY WAY RELATED TO OR ARISING FROM THIS AGREEMENT, THE SALE OR USE OF THE PRODUCTS,OR THE PERFORMANCE OF SERVICES BYS SELLER PURSUANT TO1 THIS AGREEMENT. No action ford contract breach  or otherwise relating to the transactions contemplated by this Agreement may be brought more than one year after the accrual of the cause of action. This limitation of liability survives the expiration ort termination oft this Agreement. 7. Confidential Information and Preservation of Proprietary Rights. The SLA governss software confidentiality. Ast to any otheri information marked Confidential" and provided by one party to the other, the receiving party will maintain the confidentiality of the information and not disclose it to any third party; take necessary and appropriate precautions top protect thei information; and uset thei information only to further thep performance oft this Agreement. Confidential informationi is and will remain the property of the disclosing party, and no grant of proprietary rights int the confidential information is given ori intended. Seller, any copyright owner of Non-IDEMIA Software, and any third party manufacturer own andr retain all oft their proprietary rights in the equipment, parts and software, and nothing herein is intended to restrict their proprietary rights,. Except as explicitly provided in the SLA, this Agreement does notg granta any right, title ori interestir in Seller's proprietary rights, or a license under any Seller patent or patent 8. Miscellaneous: Each party will comply with alla applicable laws, regulations and rules concerning the performance oft this Agreement oruse of the products tot the extentt they dor not conflict with thel laws of the United States. This Agreement andt the rights and duties oft the parties willl beg governed! bya andi interpretedi ina accordance: witht thel laws ofthe State in which the products are installed tot the extent they do not conflict with the laws of the United States. This Agreement constitutes the entire agreement of the parties regarding this transaction, supersedes all previous agreements and proposais relatingt to this subjectr matter, and may be amended only bya a written instrument executed by both parties. Seller is not making. and Customer is notr relying upon, any representation or warranty except those expressed herein. There are no certifications or commitments binding Seller applicable tot this transaction unless they arei in writing ands signed bya an authorized signatory ofs Seller.  Agreement business at.  ("Customer"). having a place of enter into this Sales Agreement  Seller's Proposal orl Letter Quote dated_  These  solicitation.  application.  excluding applicable sales, use, or similar  practices.  Idemia & Identity Security Signed_ Name_ Title_ Date_ Signed_ - Name_ Mak Title_ Chairmas Date_ 12sf2  USA LLC ("SELLER"):  NAME CUSTOMER") 37  performance. The  parties willl tryt tos settle any dispute arisingf from this  alleged breach.  Reference: IDAL-L071320-02  Page 40 of6  Idemia Identity & Security USAI LLC.5515E East La Palma Avenue. Suite 100, Anaheim, CA 92807 www.i idemia.com    Exhibit3  EXHIBIT A- SOFTWARE LICENSE AGREEMENT Inthis ExhibitA, the term "Licensor means Idemial Identity & Security USA LLC, (IDEMIA): "Licensee," means the Customer; "Primary Agreement" means the agreement to which this exhibit is attached (IDEMIA Short Form Sales Agreement) and Agreement" means this Exhibit and the applicable terms and conditions contained in the Primary Agreement. The parties agree as follows: Forg good andv valuable consideration, the parties agree asf follows: SECTION1 1. DEFINITIONS 1.1 Designated Products" means products provided by IDEMIA to Licensee with which or for which the Software and Documentation isl licensed foru use. 1.2 Documentation" means product. and software documentation that specifies technical and performance features and capabilities, and the user, operation and training manuals for the Software (including all physical ore electronic media upon which such informationi is provided). 1.3 "Open Source Software" means software with eitherf freely obtainable source code, license forn modification, or permission forf free distribution. 1.4 "Open Source Software License" means the terms or conditions underv which the Open Source Softwarei isl licensed. 1.5 "Primary Agreement" means the agreement to which this exhibiti isa attached (IDEMIA Short Form Sales Agreement). "Security Vulnerability". means a flaw or weakness in system security procedures, design, implementation, or internal controls that could be exercised (accidentally triggered ori intentionally exploited) and result in a security breach such that data is compromised, manipulated or stolen or the system damaged. 1.7 "Software" () means proprietary software in object code format, and adaptations, translations, de-c compilations, disassemblies, emulations, or derivative works of such software; (i) means any modifications, enhancements. new versions and new releases oft the software provided byl IDEMIA; and (ii)r may contain one orr morei items ofs software owned bya a third party supplier. Thet term" "Software" does notir include any third partys software provided under separate license or third party software not! licensable under the terms oft this Agreement. IDEMIA and Licensee enter into this Agreement in connection with IDEMIA's delivery of certain proprietary Software or products containing embedded orp pre-loaded proprietary Software, orb both. This Agreement contains the terms and conditions oft theli license IDEMIAiS providing to Licensee, and Licensee's use of the Software and 3.1. Subject to the provisions of this Agreement and. the payment of applicable license fees, IDEMIA grants to Licensee a personal, limited, non-transferable (except as permitted in Section 7) andr non-exclusive! license under IDEMIA's copyrights and Confidential Information (as defined in the Primary Agreement) embodied in the Software to use the Software, in object code form, and the Documentation solely in connection with Liçensee's use of the Designated Products. This Agreement does not grant any rights to 3.2. Ifthe Software licensed under this Agreement contains or is derived from Open Source Software, the terms and conditions governing the use of such Open Source Software are in the Open Source Software Licenses of the copyright owner and not this Agreement. Iftherei is a conflict between the terms and conditions of this Agreement and the terms and conditions of the Open Source Software Licenses governing Licensee's use of the Open Source Software, the terms and conditions of the license grant of the applicable Open Source Software Licenses willt takep precedence over the license grants in this Agreement. If requested by Licensee, IDEMIA will use commercially reasonable efforts to: () determine whethera any Open Source Software is provided undert this Agreement; (i)i identifyt the Open Source Software andp provide Licensee a copy of the applicable Open Source Software License (or specify where that license may bef found); and, (ii) provide Licensee a copy of the Open Source Software source code, without charge, ifitis publiclya available (although distribution fees may be applicable). SECTION 4. LIMITATIONS ON USE  4.1. Licenseer may use the Software only forL Licensee's internal business purposes and only in accordance with the Documentation. Any other use of the Softwarei is strictly prohibited. Withoutl limiting the general nature of these restrictions, Licensee will not make the Software available for use by third parties on a "time sharing." 'applications service provider," or" 'service bureau" basis orf for anyo other similar commercial rental or sharing arrangement. 4.2. Licensee will not, and will not allow or enable any third party. to: @ reverse engineer, disassemble, peel components, decompile, reprogram orc otherwise reduce the Software ora any portion. to a human perceptible form or otherwise attempt to recreate the source code; (i) modify, adapt, create derivative works of, or merge the Software; (i) copy, reproduce, distribute, lend, or lease the Software or Documentation to anyt third party. grant anys sublicense or otherr rightsi int the Software or Documentationt toa anyt third party, ort take any action that would cause the Software or Documentation to be placedi inthe publicd domain; (iv)r remove, orinany way altero ord obscure, any copyright notice or other notice of IDEMIA's proprietary rights; (v) provide, copy, transmit, disclose, divulge or make the Software or Documentation available to, or permit the use of the Software by any third party or on any machine except as expressly authorized! by this Agreement; or (vi) use, or permit the use of, the Softwarei inar manner thaty would result int thep production ofa copy of the Software solely by activatinga ar machine containingt the Software. Licensee may make one copy of Software to be used solely for archival, back-up. or disaster recovery purposes; provided that Licensee mayr noto operate that copy of the Software att the same time as the original Software is being operated. Licensee may make as many copies oft the Documentation asitmayr reasonably require for thei internal usec oft the Software. 4.3. Unless otherwise authorized by IDEMIA in writing. Licensee will not, and will not enable or allow any third party to: () install a licensed copy of the Software on more than one unit of a Designated Product: or (i) copy onto ort transfer Software installed in one unit ofa Designated Product onto another device. Licensee may temporarily transfer Software installed on a Designated Product to another device if the Designated Product is inoperable or malfunctioning. if Licensee provides written notice to IDEMIA of the temporary transfer andi identifies the device onv whicht the Software is transferred. Temporary transfer oft the Software to another device must be discontinued whent the original Designated Producti is returned too operation andt the Softwarer must ber removedf from the other device. Licensee must provide prompt written notice to IDEMIA at the time temporary transferi is discontinued. SECTION! 5. OWNERSHIP. AND1 TITLE IDEMIA, its licensors, and its suppliers retain all of their rightsi in anyf formi ina andt tot the Software and Documentation, proprietary butr notl limited to, all rights in patents, patent applications, inventions, including, copyrights, trademarks. trade secrets, trade proprietary rights in or relating to the Software and Documentation (including any corrections, bug fixes, enhancements, updates, modifications, adaptations, translations, de-compilations, disassemblies, emulations to or derivative works from the Software or Documentation, whether made by IDEMIA on another party, or any improvements that result from IDEMIA's processes or, provision of information services). No rights are granted to Licensee under this Agreement by implication, estoppel or otherwise, excèpt for those rights which are expressly granted tol Licenseei int this Agreement. All intellectual property developed, originated, or prepared by IDEMIA in connection with providing the Software, Designated Products, Documentation or related services, remains vested exclusively in IDEMIA, and Licensee will not have any shared development ord other SECTIONG 6. LIMITED WARRANTY; DISCLAIMER OF WARRANTY 6.1. IfLicensee is noti in breach ofa any of its obligations under this Agreement, IDEMIA warrants that the unmodified Software, when used properly and in accordance with the Documentation and this Agreement, will bef free from a reproducible defect thate eliminates the functionality ors successful operation ofaf feature critical to thep primary functionality ors successful operation oft the Software. Whether ac defect occurs will be determined by IDEMIA solely with reference. to the Documentation. IDEMIA does notv warrant that Licensee's use of the Software ort the Designated Products will be uninterrupted, error-free, completely free of Security) Vulnerabilities, ort thatt the Software or the Designated Products will meet Licensee's particular requirements. IDEMIA makes no representations or warranties with respect to any third party software includedi in the Software.  1.6  SECTION2.SCOPE Documentation. SECTION 3. GRANT OFI LICENSE  names, and other  source code.  intellectual property rights.  Reference: IDAL-L071320-02  Page 5of6  Idemia Identity & Security USAL LLC.5515 Eastl La Palma Avenue, Suite 100, Anaheim, CA 92807 . www.demia.com    Exhibit. 3  6.2 IDEMIA's sole obligation to Licensee and Licensee's exclusive remedy under this warranty is to use reasonable efforts to remedy any material Software defect covered byt this warranty- These efforts willi involve either replacing the media or attempting to correct significant, demonstrable program or documentation errors or Security Vulnerabilities. IFIDEMIA cannot correctt thed defectv within ar reasonable time, then at IDEMIA's option, IDEMIA will replace the defective Software with functionalyequivalent Software, license to Licensee substitute Software which will accomplish the same objective, or terminate thel license andr refund thel Licensee's paidI license fee. 6.3. Warranty claims are described in the PrimaryA Agreement.. 6.4. The express warranties set forth in this Section 6 are in lieu of, and IDEMIA disclaims, any and all other warranties (express or implied, oral orv written) with respect tot the Software or Documentation, including, without limitation, any and all implied warranties of condition, title, non-inffingement, merchantability, or fitness for a particular purpose or use by Licensee (whether orr notl IDEMIA knows, has reason tok know, has been advised, oris otherwise aware ofa anys such purpose or use), whether arising by! law, by reason ofc custom oru usage oft trade, or byc course ofd dealing. Ina addition, IDEMIA disclaims any warranty toa any person othert than! Licensee with respect tot the Software or Licensee willr nott transfer the Software or Documentation to any third party without IDEMIA's prior written consent. IDEMIA's consent may bev withheld ati its discretion and may be conditioned upon transferee paying all applicable license fees and agreeing to be bound by this SECTION8. TERM AND TERMINATION 8.1 Licensee's right to uset the Software and Documentation will begins when the Primary Agreementi is signed by both parties and will continue fort the life oft the Designated Products with which or for which the Software and Documentation have been provided by IDEMIA, unless Licensee breaches this Agreement, iny which case this Agreement and Licensee's right to use the Software and Documentation may be terminated immediately upon notice by 8.2 Within thirty (30) days after termination of this Agreement, Licensee must certify in writing to IDEMIA that all copies of the Softwareh have been removed or deletedfrom the Designated Products and that all copies of the Software and Documentation have been returned tol IDEMIA or destroyed by Licensee anda arer nol longeri in use 8.3 Licensee acknowledges thatl IDEMIA made considerable investment of resources in the development, marketing. and distribution oft the Software and Documentation and that Licensee's breach. of this Agreement will resuit ini irreparable harm to IDEMIA for which monetary damages would bei inadequate. IfLicensee! breaches this Agreement, IDEMIA mayt terminate this Agreement and be entitled to all available remedies at law or in equity (including immediate injunctive relief and repossession of allr non-embedded: Software and associated! Documentation unless Licenseei isaF Federal agency oft the United States Government). SECTION 9.UNITED STATES GOVERNMENT LICENSING PROVISIONS & RESTRICTED RIGHTS LEGEND This Sectiona appliesit ifLicenseei is the United States Government ora United States Government agency. Licensee's use, duplication or disclosure of the Software and Documentation under IDEMIA's copyrights or trade secret rights is subject to the restrictions setf forth insubparagraphs (c)(1)and (2)ofthe Commercial Computer Software- Restricted Rights clause atFAR 52.227-19 (JUNE 1987), ifapplicable, unless they are being provided to the Department of Defense. Ifthe Software and Documentation: areb being providedt tot the Department of Defense, Licensee's use, duplication. ord disclosure ofthe Software and Documentation is subject to the restricted rights set forth in subparagraph (c)(1)(i) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 (OCT 1988). ifa applicable. The Software and Documentation mays orn mayr noti include af Restricted Rights notice, or other notice referring to this Agreement. The provisions oft this Agreement will continue to apply, but only to the extent thatt they are consistent with ther rights providedt tot thel Licensee under the provisions of the FAR or DFARS mentioned above, as applicable to the particular procuring agency and procurement  SECTION 10. CONFIDENTIALITY Licensee acknowledges thatt the Software and Documentation contain IDEMIA's valuable proprietary and Confidential Information and are IDEMIA's trade secrets, and that the provisions in the Primary Agreement concerning Confidential Information apply. SECTION 11. GENERAL 11.1. COPYRIGHT NOTICES. The existence of a copyright notice on the Software will not be construed as an admission or presumption of publication oft the Software orp public disclosure of any trades secrets associatedy witht the Software. 11.2. COMPLIANCE WITHLAWS. Licensee acknowledges that thes Softwarei is subjectt tot the! laws andr regulations oft the United States and Licensee will comply with all applicable laws and regulations, including export laws and regulations oft the United States. Licensee willr not, without the priora authorization ofl IDEMIA andt the appropriate governmental authority oft the United States, ina any form export or re- export, sell or resell, ship or reship, or divert, through direct or indirect means, anyi item or technical data ord directo ori indirect products sold or otherwise furnished to any person within any territory for which the United States Government or any of its agencies att the time of the action, requires an export license or other governmental approval. Violation of this provisioni isar material breach oft this Agreement. 11.3. GOVERNING LAW. This Agreementi is governed by the laws oft the United States tot the extent thatt they apply and otherwise byt thei internal substantive laws of the State to which the Software is shippedi ifLicenseeis as sovereign government entity, tot thee extentt they do not conflict with the laws of the United States, or the internal substantive! laws ofthe State of Delawareiflicensei is nota as sovereign government entity. The terms oft thel U.N. Convention on Contracts for the International Sale of Goods do not apply. Int the event that the Uniform Computer Information Transaction. Act, any version oft thisA Act, orasubstantially: similarlaw CAceyUCIA)ne applicable toa party's performance under this Agreement, UCITA does not govern any aspect ofthis Agreemento or any! license granted under this Agreement, or any of the parties' rights or obligations under this Agreement. The governing law will be that in effect prior to the 11.4. THIRD PARTY BENEFICIARIES. This Agreement is entered into solely for the benefit of! IDEMIA and Licensee. No third party has the right tor make any claim or assert any right under this Agreement, and no third party is deemed a beneficiary of this Agreement. Notwithstanding! thef foregoing. any! licensor ors supplier of third party software included in the Software will be a direct and intended third party beneficiary oft this Agreement. 11.5. PREVAILINGI PARTY. Int the event of any dispute arising out of thes subject matter of this Agreement, the prevailing party shall recover, in addition to any other damages assessed, its reasonable attorneys' fees and court costs incurred in arbitrating. litigating. or otherwise setting or resolving such dispute. 11.6 SURVIVAL. Sections 4,5,6.3,7,8,9, 10, and 11s survive thet termination oft this Agreement.  Documentation. SECTION7.1 TRANSFERS Agreement.  applicability of UCITA.  IDEMIA.  byl Licensee.  transaction.  Reference: IDAL-L071320-02  Page 6of6  Idemia Identity & Security USA LLC 5515 East La Palma Avenue, Suite 100, Anaheim, CA9 92807 ey www. idemia.com