Loading...
HomeMy WebLinkAboutAddendum B Amendment (09.01.23) - Fully ExecutedGUAMANRFID GUARDIAN RFID SYSTEM AGREEMENT ADDENDUM B AMENDMENT THIS GUARDIAN RFID SYSTEM AGREEMENT ADDENDUM B AMENDMENT (the "Amendment") is entered into as of September 01, 2023 ("Effective Date") by and between Codex Corporation d/b/a GUARDIAN RFID, a Minnesota corporation ("GUARDIAN RFID"), having its principal place of business at 6900 Wedgwood Rd. N, Suite 325, Maple Grove, MN 55311 and Kittitas County, a body corporate and politic under the laws of the state of Washington ("Customer"), having its principal place of business at 205 W 5th Ave STE 1 Ellenburg, WA, 98926. WHEREAS, GUARDIAN RFID provides a system comprised of software, hardware, support services, and a web -based software as a service platform to deliver a wide range of inmate management, monitoring, and tracking solutions (the "GUARDIAN RFID System"). WHEREAS, GUARDIAN RFID and the Customer previously entered into an agreement governing the implementation and use of the GUARDIAN RFID System (the "Agreement'). WHEREAS, the Customer desires to continue using the GUARDIAN RFID System along with replacing addendum B pursuant to this Amendment. NOW THEREFORE, the parties agree as follows: GUARDIAN RFID System Agreement Renewal Amendment 11 02020 GUARDIAN RFID. All rights reserved. GUARDIAN RFID is a U.S. registered trademark. Confidential & Proprietary. (Rev. 712020) aGUARANWID ADDENDUM B FEE PAYMENT SCHEDULE Fee Type* Event Occurrence Amount Extended Term Year one First Year Anniversary of Go -Live $13,695.00 Renewal Fee** Mobile Command Licenses x4 @ $700 2,800.00 Annual SRF $16,495.00 Date (12/09/2023) (Unless the Agreement is terminated prior to renewal as set forth in the Agreement) Extended Term Year Two Annual SRF $16,495.00 Renewal Fee** (Unless the Agreement is terminated prior to Date 1210912024 renewal as set forth in the Agreement) Extended Term Year Three Annual SRF $16,496.00 Renewal Fee** (Unless the Agreement is terminated prior to Date 12/09/2025 renewal as set forth in the Agreement) Modification Fee [No such modification contemplated as of the Effective Date. [NIA] MOO QinUunrc uU HUL muuue any taxes. ** In accordance with Section 17b(ii), termination far convenience by the Customer before either of the Go -Live Date or the first -year anniversary of the Go -Live Date will cause any remaining portions of the Initial Term Fee for Year One that have not already been paid by Customer to be accelerated and become immediately due and payable by Customer to GUARDIAN RFID, regardless of whether the events specified in this Addendum B have occurred. *** The Renewal Fee represents the casts for renewing licenses to use the GUARDIAN RFID System for the Extended Term and will be increased if the Customer chooses to make additional purchases from GUARDIAN RFID of additional Hardware or licenses for GUARDIAN RFID Software, access and use of the GUARDIAN RFID OnDemand platform, or Third -Party Software. In such case, GUARDIAN RFID will provide the Customer with an updated Addendum B at the time of such additional purchases, which will automatically amend and replace this Addendum B. Invoices will be sent from GUARDIAN RFID to the Customer based on the occurrence of certain events, as follows: The remainder of the Agreement remains in full force and effect. By signing below, GUARDIAN RFID and the Customer each agrees to the terms and conditions of this Amendment and acknowledges the existence of consideration. GUARDIAN RFID System Agreement Renewal Amendment 12 02020 GUARDIAN RFID. All rights reserved. GUARDIAN RFID is a U.S, registered trademark. Confidential & Proprietary. (Rev. 7/2020) GUARDIAN RFID (signature of authorized representative) Name: Daniel Quam Title: Director of Product Date: 09/01 /2023 GUARDIANRFID RECEIVING PARTY By: (signature of authorized representative) Name: d fyi *4 Title: S 4 Pff Date: q - i ] - 2 3 GUARDIAN RFID System Agreement Renewal Amendment 13 02020 GUARDIAN RFID. All rights reserved. GUARDIAN RFID is a U.S. registered trademark. Confidential & Proprietary. (Rev. 712020)