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03. March
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2026-03-03 10:00 AM - Commissioners' Agenda
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F - Fully Executed
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Last modified
3/6/2026 10:49:13 AM
Creation date
3/6/2026 10:48:52 AM
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Meeting
Date
3/3/2026
Meeting title
Commissioners' Agenda
Location
Commissioners' Auditorium
Address
205 West 5th Room 109 - Ellensburg
Meeting type
Regular
Meeting document type
Fully Executed Version
Supplemental fields
Item
Request to Approve a Resolution to Authorize a Professional Services Agreement between Guardian RFID and Kittitas County
Order
6
Placement
Consent Agenda
Row ID
142099
Type
Contract
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a <br />GUARDIAftI RFID <br />due within thirty (30) days after the applicable invoice date, the Customer will pay late charges of <br />one and one half percent (15%) or the highest amount allowed by law, whichever is lower, per <br />month on such balance, together with all of GUARDIAN RFID's expenses, collection costs, and <br />reasonable attorneys' fees incurred in collecting amounts due under this Agreement. <br />(c) Taxes. Unless the Customer and/or the transaction is exempt from the following taxes as a <br />governmental entity, the Customer will pay or reimburse GUARDIAN RFID for sales and use <br />taxes, where applicable, and any other governmental charges levied, imposed, or assessed on <br />the use of the GUARDIAN RFID System or on this Agreement, excluding, however, ordinary <br />personal property taxes assessed against or payable by GUARDIAN RFID, taxes based upon <br />GUARDIAN RFID's net income, and GUARDIAN RFID's corporate franchise taxes. GUARDIAN <br />RFID will furnish to the Customer invoices showing separately itemized amounts due under this <br />Section. <br />(d) Additional Purchases. From time to time, additional Hardware (e.9., wristbands, RFID wall <br />readers, GUARDIAN RFID Mobile Devices, GUARDIAN RFID Mobile Device Accessories, etc.) <br />may need to be purchased by the Customer in order to continue using the GUARDIAN RFID <br />System. ln addition, the Customer may choose to purchase Additional Modules. The purchases <br />of some Hardware (e.9., GUARDIAN RFID Mobile Devices, etc.) and Additional Modules may <br />require the purchase of additional licenses for GUARDIAN RFID Software and Third-Party <br />Software. ln the event of additional purchases of Hardware, Additional Modules, and any <br />corresponding licenses, the Customer shall acquire such additional Hardware, Additional <br />Modules, and licenses directly from GUARDIAN RFID, and GUARDIAN RFID will invoice the <br />Customer for amounts due for such additional Hardware, Additional Modules, and corresponding <br />licenses. The Customer will be responsible for paying amounts related to the purchases of <br />additional Hardware, Additional Modules and corresponding licenses in accordance with the <br />provisions of Section 7 of this Agreement. The additional purchases will be governed by the <br />provisions of this Agreement and may also cause an increase in the Renewal Fees provided in <br />Addendum B. ln such case, GUARDIAN RFID will provide the Customer with an updated <br />Addendum B at the time of such additional purchases, which will automatically amend and <br />replace Addendum B. <br />(e) Chanqe in Confiquration of the Customer's Third-Party Software or the Customer's Third-Partv <br />Hardware. ln the event that the Customer chooses to change the configuration of any of the <br />Customer's Third-Party Software or the Customer's Third-Party Hardware as such configuration <br />existed as of the Effective Date (including, but not limited to, adding, removing, or modifying any <br />Customer's Third-Party Software or Customer's Third-Party Hardware), and such changed <br />configuration requires modifications to the GUARDIAN RFID System for the GUARDIAN RFID <br />System to function with the changed configuration, the Customer will pay GUARDIAN RFID to <br />perform the work needed to enable the GUARDIAN RFID System to function with the changed <br />configuration. The amount paid by the Customer to GUARDIAN RFID will be as reasonably <br />agreed to by the parties in writing prior to the Customer changing the configuration of any of the <br />Customer's Third-Party Software or the Customer's Third-Party Hardware. <br />8. INTELLECTUAL PROPERTY RIGHTS <br />(a) GUARDIAN RFID lntellectual Propertv. <br />(i) Except for the rights expressly granted to the Customer under this Agreement, GUARDIAN <br />RFID will retain all right, title, and interest in and to the GUARDIAN RFID Software Materials <br />and GUARDIAN RFID OnDemand, including allworldwide technology and intellectual <br />property and proprietary rights. <br />GUARDIAN RFID System Agreement Renewal | 8 <br />@2020 GUARDIAN RFID. All rights reserved. GUARDIAN RFID is a U.S. registered trademark. <br />Confi dential & Proprietary. (Rev. 7 I 2020)
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