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24C282 - Advexure, LLC
CONTRACT ABSTRACT Contract/Amendment Name of Contract: Company Name: Company Contact: Email: Summary of Services: Contract Price: Contract Term: Public Integrity/ Business Disclosure Forms: Contract Administration Lead Department: Contract Administrator/ Ext: Contract Approvals Council/City Manager Approval Date: Agreement Number: Amendment Number: Contract Compliance Exhibits: Insurance: Routed By: Bonds: Business License: Sole Source Co-Op CoOp Agmt #: Sole Source Documents: CoOp Name: CoOp Pricing: By: Submitted on: Contract Abstract Form Rev 8.16.23 Authorized Signers: Name, Email (Corporations require 2 signatures) Drone as First Responder (DFR) Program Advexure, LLC Travis Waibel twaibel@advexure.com Necessary hardware and support required to operate and maintain the (12) MatrixSpace 360 Radar Systems. NTE $581,750 3 Years 11/15/24 through 11/15/27 Yes Travis Waibel: twaibel@advexure.com Police Melissa Cain Ext. 8128 11/21/24, Item 1Q 24C282 N/A Yes Yes Yes Department N/A No Coop pricing verified. 011223-ADX Sourcewell 10/16/24 Kendall Bradley Docusign Envelope ID: 123A32EF-6FF5-4556-9F77-0C7BA583A29F 4.13.2023 COOPERATIVE PURCHASE AGREEMENT NO. 24C282 360 RADAR SYSTEMS AND ASSOCIATED SERVICES This Cooperative Purchase of 360 Radar Systems and Associated Services Agreement (“Agreement”) is entered into by and between the City of Palm Springs, a California charter city and municipal corporation (“City”) and Advexure LLC, a Wisconsin Limited Liability Company (“Contractor”). City and Contractor are sometimes individually referred to as “Party” or collectively as “Parties” in this Agreement. 1. Background. a. This Agreement is made and entered into in reference to the competitively solicited SOURCEWELL Contract No.011223-ADX with Contractor (“Cooperative Agreement”). b. The City desires to utilize the equipment and associated services for the Palm Springs Police Department (PSPD)attached hereto as Attachment “A”, the content of which is incorporated by reference to this Agreement as if fully set out here in its entirety. a. Contractor desires to perform said services on the terms and conditions set forth in this Agreement. 2. Term. The term of this Agreement is 3 years, commencing on November 15, 2024, and ending on November 14, 2027. The parties may mutually extend the term of this Agreement for up to two additional one-year periods. (“Option Period(s)”) 3. Compensation and Payment. This Agreement is for an amount not to exceed $581,750, subject to approved amendments and changes. All pricing must be in accordance with the attached Quote, as shown as Attachment “B”, the content of which is incorporated by reference into this Agreement as if fully set out here in its entirety. 4. Appropriations. This Agreement is subject to, and contingent upon, funds being appropriated by the City Council of City for each fiscal year. If such appropriations are not made, this Agreement shall automatically terminate without penalty to City. 5. Insurance. Contractor shall procure and maintain, at its sole cost and expense, policies of insurance as set forth in the attached Attachment "C", incorporated herein by reference. If no insurance is required Attachment “C” will reflect that there are no requirements. Docusign Envelope ID: 123A32EF-6FF5-4556-9F77-0C7BA583A29F 4.13.2023 6. Indemnification. To the fullest extent permitted by law, Contractor shall defend (at Contractor’s sole cost and expense), indemnify, protect, and hold harmless City, its elected officials, officers, employees, agents, and volunteers (collectively the “Indemnified Parties”), from and against any and all liabilities, actions, suits, claims, demands, losses, costs, judgments, arbitration awards, settlements, damages, demands, orders, penalties, and expenses including legal costs and attorney fees (collectively “Claims”), including but not limited to Claims arising from injuries to or death of persons (Contractor’s employees included), for damage to property, including property owned by City, for any violation of any federal, state, or local law or ordinance or in any manner arising out of, pertaining to, or incident to any acts, errors or omissions, or willful misconduct committed by Contractor, its officers, employees, representatives, and agents, that arise out of or relate to Contractor’s performance of Services or this Agreement. This indemnification clause excludes Claims arising from the sole negligence or willful misconduct of the Indemnified Parties. Under no circumstances shall the insurance requirements and limits set forth in this Agreement be construed to limit Contractor’s indemnification obligation or other liability under this Agreement. Contractor’s indemnification obligation shall survive the expiration or earlier termination of this Agreement until all actions against the Indemnified Parties for such matters indemnified are fully and finally barred by the applicable statute of limitations or, if an action is timely filed, until such action is final. 7. Notice. Any notice required under this Agreement must be given by fax, hand delivery, or certified mail, postage prepaid, and is deemed received on the day faxed, or hand delivered or on the third day after postmark if sent by certified mail. Notice must be sent as follows: To City: City of Palm Springs Attention: City Manager/ City Clerk 3200 E. Tahquitz Canyon Way Palm Springs, California 92262 To Contractor: ADVEXURE LLC Attention: Travis Waibel 9281 Irvine Boulevard Irvine, CA 92618 Docusign Envelope ID: 123A32EF-6FF5-4556-9F77-0C7BA583A29F 4.13.2023 8. Compliance with Law. Contractor shall comply with all applicable federal, state, and local laws, statutes and ordinances and all lawful orders, rules, and regulations when performing the Services. Contractor shall be liable for all violations of such laws and regulations in connection with this Agreement. 9. Changes. In the event any change or changes in the work is requested by City, Parties shall execute a written amendment to this Agreement, specifying all proposed amendments, including, but not limited to, any additional fees. An amendment may be entered into: A. To provide for revisions or modifications to documents, work product, or Work, when required by the enactment or revision of any subsequent law; or B. To provide for additional work not included in this Agreement or not customarily furnished in accordance with generally accepted practice in Contractor’s profession. 10. Termination Prior to Expiration of Term. City may terminate this Agreement at any time, with or without cause, upon thirty (30) days written notice to Contractor. Where termination is due to the fault of Contractor and constitutes an immediate danger to health, safety, and general welfare, the period of notice shall be such shorter time as may be determined by the City. Upon receipt of the notice of termination, Contractor shall immediately cease all Services except such as may be specifically approved by the Contract Officer. Contractor shall be entitled to compensation for all Services rendered prior to receipt of the notice of termination and for any Services authorized by the Contract Officer after such notice. City shall not be liable for any costs other than the charges or portions thereof which are specified herein. Contractor shall not be entitled to payment for unperformed Services and shall not be entitled to damages or compensation for termination of Work. If the termination is for cause, the City shall have the right to take whatever steps it deems necessary to correct Contractor's deficiencies and charge the cost thereof to Contractor, who shall be liable for the full cost of the City's corrective action. Contractor may not terminate this Agreement except for cause, upon 30 days written notice to City. 11. Covenant Against Discrimination. In connection with its performance under this Agreement, Contractor shall not discriminate against any employee or applicant for employment because of actual or perceived race, religion, color, sex, age, marital status, ancestry, national origin (i.e., place of origin, immigration status, cultural or linguistic characteristics, or ethnicity), sexual orientation, gender identity, gender expression, physical or mental disability, or medical condition (each a “prohibited basis”). Contractor shall ensure that applicants are employed, and that employees are treated during their employment, without regard to any prohibited basis. As a condition precedent to City’s lawful capacity to enter this Agreement, and in executing this Agreement, Contractor certifies that its actions and omissions hereunder shall not Docusign Envelope ID: 123A32EF-6FF5-4556-9F77-0C7BA583A29F 4.13.2023 incorporate any discrimination arising from or related to any prohibited basis in any Contractor activity, including but not limited to the following: employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship; and further, that Contractor is in full compliance with the provisions of Palm Springs Municipal Code Section 7.09.040, including without limitation the provision of benefits, relating to non-discrimination in city contracting. 12. Compliance with Economic Sanctions in Response to Russia's Actions in Ukraine. When funding for the services is provided, in whole or in part, by an agency controlled of the State of California, Consultant shall fully and adequately comply with California Executive Order N-6-22 (“Russian Sanctions Program”). As part of this compliance process, Consultant shall also certify compliance with the Russian Sanctions Program by completing the form located in Attachment “D” (Russian Sanctions Certification), attached hereto and incorporated herein by reference. Consultant shall also require any subconsultants to comply with the Russian Sanctions Program and certify compliance pursuant to this Section. 13. Entire Agreement. This Agreement, along with the Cooperative Agreement constitutes the entire agreement between the parties concerning the subject matter of this Agreement and supersedes all prior negotiations, arrangements, agreements and understandings, either oral or written between the parties. In the event of conflict or inconsistency between this Agreement and the Cooperative Agreement, this terms and conditions in this Agreement shall prevail. [Signature Page Follows] Docusign Envelope ID: 123A32EF-6FF5-4556-9F77-0C7BA583A29F 4.13.2023 SIGNATURE PAGE TO COOPERATIVE PURCHASE OF 360 RADAR SYSTEMS AND ASSOCIATED SERVICES AGREEMENT BETWEEN THE CITY OF PALM SPRINGS AND ADVEXURE LLC IN WITNESS WHEREOF, the Parties have executed this Agreement as of the dates stated below. CONTRACTOR: By: _____________________________ By: _____________________________ Signature Signature (2nd signature required for Corporation) Date: ___________________________ Date: ___________________________ CITY OF PALM SPRINGS: APPROVED BY CITY COUNCIL: Date: 11/21/24 Item No. __1Q______ APPROVED AS TO FORM: ATTEST: By: _____________________________ By: _____________________________ City Attorney City Clerk APPROVED: By: _____________________________ Date: ____________________________ City Manager – over $50,000 Deputy/Assistant City Manager – up to $50,000 Director – up to $25,000 Manager – up to $5,000 Docusign Envelope ID: 123A32EF-6FF5-4556-9F77-0C7BA583A29F 11/26/2024 12/3/2024 4.13.2023 ATTACHMENT A SCOPE OF WORK Docusign Envelope ID: 123A32EF-6FF5-4556-9F77-0C7BA583A29F 4.13.2023 Docusign Envelope ID: 123A32EF-6FF5-4556-9F77-0C7BA583A29F 4.13.2023 ATTACHMENT B QUOTE / PRICING Docusign Envelope ID: 123A32EF-6FF5-4556-9F77-0C7BA583A29F 4.13.2023 Docusign Envelope ID: 123A32EF-6FF5-4556-9F77-0C7BA583A29F 4.13.2023 ATTACHMENT C INSURANCE REQUIREMENTS INSURANCE PROVISIONS Including Verification of Coverage, Sufficiency of Insurers, Errors and Omissions Coverage, Minimum Scope of Insurance, Deductibles and Self-Insured Retentions, and Severability of Interests (Separation of Insureds) Docusign Envelope ID: 123A32EF-6FF5-4556-9F77-0C7BA583A29F 4.13.2023 INSURANCE 1. Procurement and Maintenance of Insurance. Contractor shall procure and maintain public liability and property damage insurance against all claims for injuries against persons or damages to property resulting from Contractor’s performance under this Agreement. Contractor shall procure and maintain all insurance at its sole cost and expense, in a form and content satisfactory to the City, and submit concurrently with its execution of this Agreement. Contractor shall also carry workers’ compensation insurance in accordance with California workers’ compensation laws. Such insurance shall be kept in full force and effect during the term of this Agreement, including any extensions. Such insurance shall not be cancelable without thirty (30) days advance written notice to City of any proposed cancellation. Certificates of insurance evidencing the foregoing and designating the City, its elected officials, officers, employees, agents, and volunteers as additional named insureds by original endorsement shall be delivered to and approved by City prior to commencement of services. The procuring of such insurance and the delivery of policies, certificates, and endorsements evidencing the same shall not be construed as a limitation of Contractor’s obligation to indemnify City, its elected officials, officers, agents, employees, and volunteers. 2. Minimum Scope of Insurance. The minimum amount of insurance required under this Agreement shall be as follows: 1. Comprehensive general liability and personal injury with limits of at least one million dollars ($1,000,000.00) combined single limit coverage per occurrence and two million dollars ($2,000,000) general aggregate; 2. Automobile liability insurance with limits of at least one million dollars ($1,000,000.00) per occurrence; 3. Professional liability (errors and omissions) insurance with limits of at least one million dollars ($1,000,000.00) per occurrence and two million dollars ($2,000,000) annual aggregate is: _________ required ____X_____ is not required; 4. Workers’ Compensation insurance in the statutory amount as required by the State of California and Employer’s Liability Insurance with limits of at least one million dollars $1 million per occurrence. If Contractor has no employees, Contractor shall complete the City’s Request for Waiver of Workers’ Compensation Insurance Requirement form. 3. Primary Insurance. For any claims related to this Agreement, Contractor’s insurance coverage shall be primary with respect to the City and its respective elected officials, officers, employees, agents, and volunteers. Any insurance or self-insurance maintained by City and its respective elected officials, officers, employees, agents, and volunteers shall be in excess of Contractor’s insurance and shall not contribute with it. For Workers’ Compensation and Employer’s Liability Insurance only, the insurer shall waive all rights of subrogation and contribution it may have against City, its elected officials, officers, employees, agents, and volunteers. 4. Errors and Omissions Coverage. If Errors & Omissions Insurance is required, and if Contractor provides claims made professional liability insurance, Contractor shall also agree in writing either (1) to purchase tail insurance in the amount required by this Agreement to cover claims made within three years of the completion of Contractor’s services under this Agreement, or (2) to maintain professional Docusign Envelope ID: 123A32EF-6FF5-4556-9F77-0C7BA583A29F 4.13.2023 liability insurance coverage with the same carrier in the amount required by this Agreement for at least three years after completion of Contractor’s services under this Agreement. Contractor shall also be required to provide evidence to City of the purchase of the required tail insurance or continuation of the professional liability policy. 5. Sufficiency of Insurers. Insurance required in this Agreement shall be provided by authorized insurers in good standing with the State of California. Coverage shall be provided by insurers admitted in the State of California with an A.M. Best’s Key Rating of B++, Class VII, or better, unless otherwise acceptable to the City. 6. Verification of Coverage. Contractor shall furnish City with both certificates of insurance and endorsements, including additional insured endorsements, affecting all of the coverages required by this Agreement. The certificates and endorsements are to be signed by a person authorized by that insurer to bind coverage on its behalf. All proof of insurance is to be received and approved by the City before work commences. City reserves the right to require Contractor’s insurers to provide complete, certified copies of all required insurance policies at any time. Additional insured endorsements are not required for Errors and Omissions and Workers’ Compensation policies. Verification of Insurance coverage may be provided by: (1) an approved General and/or Auto Liability Endorsement Form for the City of Palm Springs or (2) an acceptable Certificate of Liability Insurance Coverage with an approved Additional Insured Endorsement with the following endorsements stated on the certificate: A. "The City of Palm Springs, its officials, employees, and agents are named as an additional insured…” ("as respects City of Palm Springs Contract No.___" or "for any and all work performed with the City" may be included in this statement). B. "This insurance is primary and non-contributory over any insurance or self-insurance the City may have..." ("as respects City of Palm Springs Contract No.___" or "for any and all work performed with the City" may be included in this statement). C. "Should any of the above-described policies be canceled before the expiration date thereof, the issuing company will mail 30 days written notice to the Certificate Holder named." Language such as, “endeavor to” mail and "but failure to mail such notice shall impose no obligation or liability of any kind upon the company, its agents or representative" is not acceptable and must be crossed out. D. Both the Workers’ Compensation and Employers' Liability policies shall contain the insurer's waiver of subrogation in favor of City, its elected officials, officers, employees, agents, and volunteers. In addition to the endorsements listed above, the City of Palm Springs shall be named the certificate holder on the policies. Docusign Envelope ID: 123A32EF-6FF5-4556-9F77-0C7BA583A29F 4.13.2023 All certificates of insurance and endorsements are to be received and approved by the City before work commences. All certificates of insurance must be authorized by a person with authority to bind coverage, whether that is the authorized agent/broker or insurance underwriter. Failure to obtain the required documents prior to the commencement of work shall not waive the Contractor’s obligation to provide them. 7. Deductibles and Self-Insured Retentions. Any deductibles or self-insured retentions must be declared to and approved by the City prior to commencing any work or services under this Agreement. At the option of the City, either (1) the insurer shall reduce or eliminate such deductibles or self-insured retentions with respect to the City, its elected officials, officers, employees, agents, and volunteers; or (2) Contractor shall procure a bond guaranteeing payment of losses and related investigations, claim administration, and defense expenses. Certificates of Insurance must include evidence of the amount of any deductible or self-insured retention under the policy. Contractor guarantees payment of all deductibles and self-insured retentions. 8. Severability of Interests (Separation of Insureds). This insurance applies separately to each insured against whom claim is made or suit is brought except with respect to the limits of the insurer’s liability. Docusign Envelope ID: 123A32EF-6FF5-4556-9F77-0C7BA583A29F 4.13.2023 ATTACHMENT D EXECUTIVE ORDER N-6-22 CERTIFICATION Executive Order N-6-22 issued by Governor Gavin Newsom on March 4, 2022, directs all agencies and departments that are subject to the Governor’s authority to (a) terminate any contracts with any individuals or entities that are determined to be a target of economic sanctions against Russia and Russian entities and individuals; and (b) refrain from entering into any new contracts with such individuals or entities while the aforementioned sanctions are in effect. Executive Order N-6-22 also requires that any contractor that: (1) currently has a contract with the City of Palm Springs funded through grant funds provided by the State of California; and/or (2) submits a bid or proposal or otherwise proposes to or enter into or renew a contract with the City of Palm Springs with State of California grant funds, certify that the person is not the target of any economic sanctions against Russia and Russian entities and individuals. The contractor hereby certifies, SUBJECT TO PENALTY FOR PERJURY, that a) the contractor is not a target of any economic sanctions against Russian and Russian entities and individuals as discussed in Executive Order N-6-22 and b) the person signing below is duly authorized to legally bind the Contractor. This certification is made under the laws of the State of California. Signature: Printed Name: Title: Firm Name: Date: Docusign Envelope ID: 123A32EF-6FF5-4556-9F77-0C7BA583A29F 11/26/2024 Travis Waibel Advexure LLC President & CEO MatrixSpace Radar AIRSPACE SAFETY &SITUATIONAL AWARENESS PREPARED FOR Palm Springs Police Department Lt.William Hutchinson PREPARED BY Advexure Unmanned Systems Travis Waibel,President Docusign Envelope ID: 123A32EF-6FF5-4556-9F77-0C7BA583A29F Advexure Unmanned Systems Advexure LLC 9281 Irvine Blvd Irvine, CA 92618 (855) 625-2055 PALM SPRINGS POLICE DEPARTMENT MatrixSpace Radar for Airspace Safety & Situational Awareness September 19, 2024 OVERVIEW This proposal outlines a three (3)-year agreement that will encompass the placement of twelve (12) MatrixSpace (“MS”) 360 Radar systems at pre-designated locations throughout the City of Palm Springs ("City"). The agreement will be between Advexure LLC and the City of Palm Springs and is being purchased in accordance with the cooperative purchasing contract that Advexure holds, contract #011223-ADX. The scope of the project includes all necessary software, hardware, and support required to operate and maintain the system for the three (3)-year term. MS will handle the installation of all purchased systems. The City will be responsible for renting the necessary locations, as well as installing permanent base structures and utilities, except where otherwise noted. MS will provide the required brackets and mounting components for the installations. Throughout the agreement, MS will offer ongoing maintenance and support, including 24-hour assistance, baseline software upgrades, bug fixes, and any necessary system adjustments. In the event that any hardware or components fail during the agreement period, MS will replace them at no additional cost, if deemed necessary. Page 2 Docusign Envelope ID: 123A32EF-6FF5-4556-9F77-0C7BA583A29F PRODUCTS &SERVICES Section 1:MS Radar Systems PRODUCT QTY UNIT PRICE AMOUNT MS 360 Radar System 12 $107,000 $1,284,000 Discount 61%$(65,334)$(784,000) NET PRICE $500,000 Each MS 360 Radar System consists of: One (1)Radar Hub enclosure with Edge Compute,network,and power distribution One (1)Timing Distribution Module with GPSDO receiver +Antenna clock buffer and 10Mhz/1PPS distribution Four (4)MS01100 Radars,Fans,Mounting Brackets and power supply/USB/Ethernet adaptor One (1)Mechanical Assembly consisting of mechanical pole mounting bracket,radar arms,center base plate and all cables One (1)metric and SAE toolkit One (1)year warranty Three (3)year software license System includes all mounting accessory kits and will provide the associated mounting brackets and work with the City to install the MS system to the appropriate fixture. MS will tune the system to the appropriate surroundings. MS will train City personnel on how to use and run the system and its incorporation into DroneSense MS will work with the City to formulate a plan for basic updates to MS software. MS will provide a phone number and email address for any support requests. MS will support and work with the City on any associated regulatory documentation. However,the City is responsible for the submission and management of the request as per regulatory requirements. Page 3 Docusign Envelope ID: 123A32EF-6FF5-4556-9F77-0C7BA583A29F Section 2:Advexure General Contractor Fee LIST PRICE 15%$75,000 DISCOUNT (61%)$(45,000) NET PRICE 6%$30,000 Section 3:Freight (Shipping from Burlington,MA final assembly and testing site) FREIGHT (DESTINATION PREPAID)$5,500 ESTIMATED TO SHIP IN FOUR (4)TRANCHES 2 Units 3 Units 3 Units 4 Units 12 Units PRODUCTS &SERVICES:COST SUMMARY Section 1:MS Radar Systems $500,000 T Section 2:Advexure General Contractor Fee $30,000 N Section 3:Freight $5,500 N TOTAL COST $535,500 CA Sales Tax (9.25%) (Taxable Items are Denoted T) $46,250 TOTAL CONTRACT AMOUNT $581,750___ Page 4 Docusign Envelope ID: 123A32EF-6FF5-4556-9F77-0C7BA583A29F PURCHASE &PAYMENT TERMS MS has provided the City with specialized pricing for the MS 360 systems,with a commitment from the City to purchase a total of twelve (12)systems by the end of 2024.MS will install these systems between September and January,or,alternatively,on an extended schedule agreed upon with the City,which may continue into 2025.This offering includes all necessary hardware, software,and maintenance for a period of three (3)years,all-inclusive. Under the terms of this pricing,all systems must be shipped to a City-designated address by the end of December 2024,with payment due 60 days after shipping (February 28,2025),regardless of when the systems are installed. As part of the solution,MS will be responsible for the initial installation and necessary equipment for the first two sites.For the remaining installations,MS will only handle the mounting of equipment at the designated sites.The City will be responsible for securing site leases, access/consent agreements,and utility connections. The twelve (12)recommended sites have already been predetermined,and site information has been provided to the City. This proposal is subject to the following confidential and proprietary documents: ●Appendix 1:MatrixSpace Terms and Conditions ●Appendix 2:MatrixSpace Software Maintenance and Support Agreement ●MatrixSpace SMS0120X 360 Radar Technical Specification Document This contract is governed by the following cooperative purchasing agreement: Sourcewell Contract Pricing -Unmanned Vehicle Systems Contract #:01123-ADX Account Name:City of Palm Springs Account #:75934 Page 5 Docusign Envelope ID: 123A32EF-6FF5-4556-9F77-0C7BA583A29F Confidential &Proprietary Information:Certain technical specifications,data,and supporting documents related to this proposal are considered proprietary to MatrixSpace and are not included in this submission.However,these documents are available upon request to authorized personnel under a non-disclosure agreement (NDA)or any other applicable confidentiality agreement.Should the City require access to these materials for evaluation purposes,MatrixSpace will provide them through secure and controlled means. PRIMARY POINTS OF CONTACT Advexure Unmanned Systems TRAVIS WAIBEL PRESIDENT TWAIBEL@ADVEXURE.COM 424.317.4451 MatrixSpace LORI DEMATTEIS CHIEF REVENUE OFFICER LORI.DEMATTEIS@MATRIXSPACE.COM 346.266.7753 Page 6 Docusign Envelope ID: 123A32EF-6FF5-4556-9F77-0C7BA583A29F APPENDIX 1 MatrixSpace Terms and Conditions Docusign Envelope ID: 123A32EF-6FF5-4556-9F77-0C7BA583A29F MATRIXSPACE, INC. TERMS & CONDITIONS These MatrixSpace, Inc. Terms and Conditions inclusive of Exhibits (these “Terms”) govern and are made a part of Customer’s order and use of the MatrixSpace Products and Software pursuant to a Confirmed Order executed by each of Customer and MatrixSpace. By executing a Pricing Proposal that references these Terms or by accepting and using the Products and Software, Customer accepts, agrees to and is hereby bound by these Terms. References to “Customer,” in these Terms refer to the responsible company or other legal entity, or the Reseller’s client. References to “MatrixSpace,” or “the Company” in these Terms refer to MatrixSpace, Inc. or any of its current or future subsidiaries, affiliates, successors or assigns. Collectively, Customer and MatrixSpace are the “parties”. Capitalized terms not defined in these Terms have the meaning provided in the Definitions Section below or in the Confirmed Order. 1. Precedence of Terms; Orders; Customer Obligations 1.1. Precedent over Customer Documents. These Terms are secondary to Reseller’s agreement, the parties’ discussions or negotiations, or any other Customer statement or document. Any different or additional terms in any purchase order, blanket instructions, terms of purchase, or other document from Customer will be deemed a material alteration of these Terms and are expressly objected to and rejected and will be of no force or effect. Course of dealing, course of performance, or usage of trade will not be applied to modify these Terms. 1.2. Accurate Information from Customer. Customer warrants that the information provided to MatrixSpace under these Terms and in the Confirmed Order is complete, accurate and true, and Customer acknowledges that a failure to provide complete, accurate and true instructions to MatrixSpace may detrimentally affect MatrixSpace’s ability to discharge its obligations or exercise its rights under these Terms or a Confirmed Order. 2. Payment Terms 2.1. Non-payment or Payment Delay. If payment is not received by MatrixSpace by the Reseller, MatrixSpace reserves the right not to ship to End User Customer, or request End User Customer to pay MatrixSpace directly. 3. Delivery; Risk; Title 3.1. Delivery Date. MatrixSpace shall use all commercially reasonable efforts to deliver the Product on the Delivery Date, but any Delivery Dates quoted are intended as fair estimates only and are not a part of these Terms. If there is a delay in the Delivery Date not caused or contributed to by Customer, MatrixSpace will, at its option, (i) notify Customer and make Product deliveries in installments or alternatively, work with Customer and Reseller to figure out the best path. 3.2. Passing of Risk; Title. Risk of damage or loss of Products shall pass from MatrixSpace to Customer upon the Delivery Date. Notwithstanding delivery, MatrixSpace shall own and retain title to the Products until all amounts due from Reseller for such Products have been paid in full. Title to Software shall never pass to Customer and MatrixSpace retains ownership and all right, title and interest in the Software in accordance with Section 5 below. 4. Acceptance 4.1. Period of Acceptance. Acceptance of the Products within one year from the date of initial installation unless MatrixSpace is notified by Customer or Reseller in writing of a non-conformity prior to the end of the Acceptance period. MatrixSpace will work with Customer to either correct the noted deficiencies or return monies paid to date. Minor Non-conformities will not prevent or suspect acceptance by Customer of the Products, and MatrixSpace shall correct these within a reasonable time following receipt of notice. “Minor Non- conformities” are nonconformities or anomalies that do not hinder the overall operation and intended use of the Products in accordance with the Functional Specification. 4.2. Third Party and Outside Effects on Acceptance. Customer expressly acknowledges that certain features of functionality of Products and the Software may rely on the availability and correct functioning of third-party Docusign Envelope ID: 123A32EF-6FF5-4556-9F77-0C7BA583A29F MATRIXSPACE, INC. TERMS & CONDITIONS service providers including supply of energy, data storage, connectivity and communication services. These are outside the control of MatrixSpace and MatrixSpace disclaims any responsibility or liability in this respect. 5. Ownership; Intellectual Property Ownership; License 5.1. Ownership of MatrixSpace. MatrixSpace owns all copyrights, trademarks, trade secrets, inventions, ideas, patents, intellectual property in all materials, designs, processes, engineering details and other data in and to the Products, Software, Documentation, MatrixSpace’s Confidential Information, and MatrixSpace Materials. Customer acknowledges that, as between Customer and MatrixSpace, title and full ownership in and to the Software and all trade secret, copyright, and patent rights and all other intellectual property and proprietary rights in and to the Software remain with MatrixSpace, whether or not any portion thereof is or may be validly copyrighted or patented. Customer is granted limited license rights to access and use the Software as described below. Customer will take all reasonable steps to protect the Software from unauthorized access or use by any third party. 5.2. Software License. Upon full payment of all amounts due, MatrixSpace shall grant to Customer a limited, non- exclusive, non-transferable, non-sublicensable, non- assignable, revocable license to use the Software solely with and for the purpose of operating the Product according to and consistent with the Functional Specification to the limited extent that such Software is embedded or embodied in the Products purchased. Customer shall not: (i) copy, reproduce, distribute, transmit, vary, display, modify, adapt, alter, or decompile any Software in a product, to extract its source code, creative any derivate work based on it, remove any indication of the name or manufacturer of the Software from it, or remove or modify any copyright protection scheme protecting it; (ii) rent, lease, sublease, sell or otherwise transfer the Software to any third party or allow it to be access by or copied onto another person’s computer unless the license to use the Software is rightfully transferred together with the Product with which it was supplied or (iii) directly or indirectly modify, translate, reverse engineer, decompile or disassemble the Software. No rights to any intellectual property rights are conferred to Customer or any third party other than explicitly granted under these Terms. 5.3. Title to Products. Legal title to Products does not pass to Customer unless and until MatrixSpace has received full payment from Customer for all outstanding and undisputed invoices. Until legal title has passed to Customer, Customer (i) may not assimilate, transfer or pledge any of the Products or grant any right or title in the Products to any third party, except in the normal course of business and against payment or subject to retention of title; and (ii) shall ensure that the Products remain identifiable as Products owned by MatrixSpace. In the event of breach of these Terms by Customer, MatrixSpace may require that Customer return to MatrixSpace, at Customer’s expense, all Products in which the title has not yet passed, and Customer shall fully cooperate to enable MatrixSpace to collect such Products. 5.4. MatrixSpace Materials. Customer has no right, license, or authorization with respect to any of the MatrixSpace Materials. All other rights in and to MatrixSpace Materials are expressly reserved by MatrixSpace. In furtherance of the foregoing, and for avoidance of doubt, Customer hereby unconditionally and irrevocably grants to MatrixSpace an assignment of any and all right, title, and interest in and to the Resultant Data, including any and all intellectual property rights thereto. 5.5. Customer Data. As between Customer and MatrixSpace, Customer is and will remain the sole and exclusive owner of all right, title, and interest in and to all Customer Data, including all intellectual property rights relating thereto, subject to the rights and permissions granted in Section 5.6. Customer Data does not include Resultant Data. 5.6. Consent to Use Customer Data. Customer hereby irrevocably grants all such rights and permissions in or relating to Customer Data as are necessary or useful to MatrixSpace and its authorized agents and personnel to exercise MatrixSpace's rights and perform its obligations hereunder. Docusign Envelope ID: 123A32EF-6FF5-4556-9F77-0C7BA583A29F MATRIXSPACE, INC. TERMS & CONDITIONS 5.7. IPR Indemnification. MatrixSpace shall indemnify, defend and hold harmless Customer from and against any and all amounts payable under any judgment, verdict, court order or settlement for third party claims of infringement of any trade secrets, copyrights, trademarks or trade names alleged to have occurred and arising from the Products or Software. Should Customer's use of the Products or Software be determined to have infringed, or if, in MatrixSpace’s reasonable judgment, such use is likely to be infringing, MatrixSpace may, at its option: (i) procure for Customer the right to continue using such Products or Software provided, or (ii) replace or modify the Products or Software to make its use non-infringing while yielding substantially equivalent results. If neither of the above options are or would be available on a basis that MatrixSpace finds commercially reasonable, then MatrixSpace may terminate the Confirmed Order and/or these Terms, Customer shall return such Products or Software provided to MatrixSpace, and MatrixSpace will refund to Customer the fees paid for the Products or Software provided, less a reasonable allowance for use. 5.7.1. Exceptions. For avoidance of doubt, the foregoing indemnification obligation does not cover claims arising from or related to: (1) the combination of the Product or Software with products or services not provided by MatrixSpace; (2) the modification of the Product or Software by any person other than MatrixSpace; (3) Products or Software complying with or based upon information, specifications or designs provided by or at Customer's direction; (4) use of Products or Software in a manner not permitted under these Terms or the Functional Specification; or (4) use or access of the Products or Software if the SM Agreement has been terminated or has expired. 5.7.2. Right to Control Proceedings. In the event that a claim referred to under Section 5.5 results in any legal proceedings, MatrixSpace shall settle or conduct the defense of such claim upon receiving the prior written consent of Customer, which shall not be unreasonably delayed or withheld. Customer shall provide MatrixSpace with all assistance as MatrixSpace may reasonably require in connection with such defense of such claim. Customer shall not enter into any settlement in connection with any such claim, nor incur any costs or expenses for the account of MatrixSpace, without the prior written consent of MatrixSpace. 6. Software Support and Maintenance By execution of a Confirmed Order for qualifying Products and Software, Customer shall receive maintenance support for the Software ("SM Services") in accordance with or its substantial equivalent (the "SM Agreement") for a limited, initial term which will be governed by the purchase order. (the "SM Initial Term"). Upon the expiration of the SM Initial Term, the parties shall have the option to renew the SM Agreement for additional subsequent terms (each an “SM Renewal Term”) upon mutual written agreement. Any Software corrections, modifications and updates will be provided through the SM Agreement, and Customer will be permitted to download Software releases and updates during the SM Initial Term or any SM Renewal Term in accordance with the terms of the SM Agreement. For benefit of the doubt, new Software functionality may require additional fees at the time of release and Customer will be notified in advance of the costs and their options for this type of a release. If there are any conflicts with these Terms and the SM Agreement, the SM Agreement shall control to the extent of the conflict, and only as it relates to the SM Services. 7. Termination 7.1. Termination for Convenience. Customer may terminate a Confirmed Order and/or these Terms for convenience upon thirty (30) days’ written notice to MatrixSpace. MatrixSpace may terminate these Terms, a Confirmed Order, and access to or use of the Software at its sole discretion, at any time upon advanced written notice to Customer. 7.2. Termination for Breach. Either party may terminate a Confirmed Order and/or these Terms for the other party’s material breach of the Terms, if such breach is not cured within 30 days of receipt of written notice from the non-breaching party of such breach. 7.3. Termination for Insolvency; Receivership. Either party may terminate a Confirmed Order and/or these Terms Docusign Envelope ID: 123A32EF-6FF5-4556-9F77-0C7BA583A29F MATRIXSPACE, INC. TERMS & CONDITIONS at any time by notice in writing to the other party if the other party becomes insolvent, or if any order is made or a resolution is passed for the winding up or dissolution of the other party, or if an administrator, administrative receiver or receiver is appointed in respect of the whole or any part of the other party’s assets or business or if the other party makes any composition with its creditors or take or suffers any similar action in any other jurisdiction. 7.4. Effect of Termination. Upon any expiration or termination of these Terms, except as expressly otherwise provided in these Terms: 7.4.1. Customer may use any equipment purchased, however upon termination of their software maintenance Customer will not receive any updates, fixes or patches, nor will customer be eligible for any support for such equipment. 7.4.2. MatrixSpace shall immediately cease all use of any Customer Data or Customer's Confidential Information and (i) promptly return to Customer, or at Customer's written request destroy, all documents and tangible materials containing, reflecting, incorporating, or based on Customer Data or Customer's Confidential Information; and (ii) permanently erase all Customer Data and Customer's Confidential Information from all MatrixSpace systems, provided that, for clarity, MatrixSpace's obligations under this Section 7.4.2 do not apply to any Resultant Data; 7.4.3. notwithstanding anything to the contrary in these Terms, with respect to information and materials then in its possession or control: (i) the Receiving Party may retain the Disclosing Party's Confidential Information and (ii) MatrixSpace may retain Customer Data, in the case of each of subclause (i) and (ii) in its then current state solely to the extent and for so long as required by applicable Law. MatrixSpace may also retain Customer Data in its backups, archives, and disaster recovery systems until such Customer Data is deleted in the ordinary course. All information and materials described in this Section 7.4.3. will remain subject to the confidentiality, security, and other applicable requirements of these Terms; 7.4.4. MatrixSpace may, in its reasonable discretion, disable all Customer and Authorized User access to the MatrixSpace Software and Documentation upon advanced written notice to Customer; 7.5. Surviving Rights and Obligations. Termination for any reason above shall be without prejudice to any rights accrued prior to such termination. Any provision in these Terms which expressly or by implication is intended to survive termination or expiration of the Terms will survive and continue to bind the parties. 8. Protection of Confidential Information 8.1. Confidentiality Obligations. The receiving party (“Receiving Party”) agrees to use the other’s (“Disclosing Party”)’s Confidential Information solely for the purposes of furthering the purposes of these Terms and the Confirmed Order, to hold such information in confidence using the same efforts that it would in protecting its own Confidential Information, and to abide by the terms of this Section as follows. Each party agrees that it shall: 8.1.1. not access or use Confidential Information other than as necessary to exercise its rights or perform its obligations under and in accordance with these Terms; 8.1.2. not disclose or permit access to Confidential Information other than to its authorized representatives who: (i) need to know such Confidential Information for purposes of the Receiving Party's exercise of its rights or performance of its obligations under and in accordance with these Terms; (ii) have been informed of the confidential nature of the Confidential Information and the Receiving Party's obligations under this Section; and (iii) are bound by written confidentiality and restricted use obligations at least as protective of the Confidential Information as the terms set forth in this Section; 8.1.3. safeguard the Confidential Information from unauthorized use, access, or disclosure using at least the degree of care it uses to protect its own sensitive information and in no event less than a reasonable degree of care; 8.1.4. promptly notify the Disclosing Party of any unauthorized use or disclosure of Confidential Information and take all reasonable steps/use its Docusign Envelope ID: 123A32EF-6FF5-4556-9F77-0C7BA583A29F MATRIXSPACE, INC. TERMS & CONDITIONS best efforts/cooperate with Disclosing Party to prevent further unauthorized use or disclosure; 8.1.5. ensure its authorized representatives’ compliance with and be responsible and liable for any of its authorized representatives' non-compliance with, the terms of this Section; and 8.1.6. not copy any Confidential Information of the Disclosing Party except as may be strictly necessary for the purpose above or as expressly agreed in these Terms. 8.1.7. upon the Disclosing Party's request, (i) return all Confidential Information the Receiving Party has received, including items containing or representing Confidential Information and all copies made by such party or its authorized representatives; (ii) erase or destroy all Confidential Information Receiving Party has received which is contained in computer memory or data storage apparatus; and (iii) destroy all materials incorporating such Confidential Information which were prepared by or for such party or its authorized representatives. 8.2. Trade Secrets. Notwithstanding any other provisions of these Terms, the Receiving Party's obligations with respect to any Confidential Information that constitutes a trade secret under any applicable Law will continue until such time, if ever, as such Confidential Information ceases to qualify for trade secret protection under one or more such applicable laws other than as a result of any act or omission of the Receiving Party or any of its authorized representatives. 8.3. MatrixSpace Documentation. As specifically stated in the Confirmed Order, MatrixSpace shall provide Customer the Functional Specification and any other appropriate documentation for the use of the Product(s) (“Documentation”). Such Documentation constitutes Confidential Information and is supplied only to enable the Customer to use and maintain the Product. The Documentation is provided on the express condition that Customer will keep it confidential and shall not allow third parties (including those who are competitors with MatrixSpace) access, copies of, or inspection rights to any of MatrixSpace’s Documentation, Software, Product(s), components or configurations. Documentation is not sold to Customer, but licensed, subject to the terms in Section 5 above. As between MatrixSpace and Customer, all intellectual property rights in and to the Documentation is retained by MatrixSpace. Customer shall not use, publish, copy, reproduce, distribute or disclose the Documentation except in accordance with these Terms. 9. Limited Warranty 9.1. Warranty. MatrixSpace warrants to Customer that the Product shall conform to the Functional Specification in all material respects during the Warranty Period. MatrixSpace does not warrant that the operation of the Software will be uninterrupted or error free during the Warranty Period or otherwise. In the event that there is a Defect during the Warranty Period, MatrixSpace shall, at its option, repair, modify, or supply a replacement for the defective part. MatrixSpace will bear its own costs in fulfilling this warranty. 9.2. Conditions of Warranty. This warranty shall be subject to meeting all of the following conditions: (i) Customer obtains an RMA number from MatrixSpace by emailing [Support@matrixspace.com]; (ii) the part or component is returned to MatrixSpace properly shipped and packed; (iii) the Product and its components have been handled, stored, maintained, installed, operated or otherwise used in accordance with the Functional Specification and instructions (if any) made available by MatrixSpace; (iv) the Product and its components have not been misused, abused, subject to any use other than that for which they were designed, or involved in any accident or subjected to any alteration or modification not authorized by MatrixSpace and that any modification so authorized by MatrixSpace was done in accordance with instructions; (v) MatrixSpace’s inspection shows that the components complained of are, in fact, defective; and (vi) the Software has not been modified by anyone other than MatrixSpace or its authorized delegates. Failure to meet any one of the above conditions renders the warranty null and void. Docusign Envelope ID: 123A32EF-6FF5-4556-9F77-0C7BA583A29F MATRIXSPACE, INC. TERMS & CONDITIONS 9.3. Warranty Inapplicable. MatrixSpace will not be responsible for normal wear and tear or stress testing on the Product. The warranty in this Section 9 shall not apply to damage or failure to perform arising as a result of any force majeure event or from any abuse, misuse, abnormal use, improper power supply, power surges or fluctuations, corrosive environments, neglect, exposure or use or installation in violation of the instructions or restrictions prescribed by MatrixSpace or any applicable standard or code. 9.4. [Intentionally Omitted] 9.5. Replacements. Any new Product components, replacements or Software corrections replaced by MatrixSpace as a result of this warranty will be warranted for a period of three months or until the expiry of the Warranty Period, whichever is the longer. For avoidance of doubt, repairs, replacements or remedies will not extend or renew the Warranty Period. 9.6. NO OTHER WARRANTIES. EXCEPT AS EXPRESSLY PROVIDED IN THE WARRANTY ABOVE IN SECTION 9.1, THE PRODUCTS AND SOFTWARE ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, MATRIXSPACE EXPLICITLY DISCLAIMS ANY WARRANTIES OF INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. 10. Limitation of Liability 10.1. DAMAGES CAP. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE LIABILITY OF MATRIXSPACE, INC. AND ITS AFFILIATES IN CONNECTION WITH THESE TERMS OR OTHERWISE REGARDING THE PRODUCT(S), SOFTWARE OR ASSOCIATED DOCUMENTATION, INCLUDING ANY INDEMNITIES, PENALITIES, OR LIQUIDATED DAMAGES, SHALL (I) EXTEND DIRECTLY TO CUSTOMER ONLY AND NOT TO ANY THIRD PARTY, INCLUDING CUSTOMER’S CUSTOMERS OR ENDUSERS; AND (II) NOT, IN THE AGGREGATE, EXCEED TWO TIMES (2X) THE AMOUNTS PAID TO MATRIXSPACE UNDER THE RELEVANT CONFIRMED ORDER. 10.2. [Intentionally Omitted] 10.3. NO LIABILITY FOR THIRD PARTY MATERIALS; LIMITATION. MATRIXSPACE SHALL HAVE NO LIABILITY ARISING FROM OR RELATING TO ANY THIRD-PARTY HARDWARE, SOFTWARE, INFORMATION OR MATERIALS SELECTED OR SUPPLIED BY CLIENT. 10.4. Disclaimer. MatrixSpace shall not be responsible for the failure of any of its Products or the Software to provide expected performance, benefits, effects or outcomes arising from (i) Customer’s failure to comply with these Terms; (ii) failures or fluctuations of energy or electric power; (iii) shutdown of connectivity and communication technologies; or (iv) force majeure events and other unusual external influences. 11. Customer Compliance; Indemnification Compliance with Law. The Products and Software include autonomous AI and radar-enabled equipment. Certain regulations may apply to their access, use and maintenance. It is Customer’s sole responsibility to ensure compliance with all applicable regulations, rules, and all other applicable laws and rules and to procure and maintain at its own expense any relevant license from such regulatory authority to install, operate and maintain the Products (“Compliance”). If Customer fails the ensure Compliance, Customer shall indemnify, hold harmless and defend MatrixSpace, and its officers, directors, agents, employees, successors, and assigns from and against all losses, liabilities, damages, costs (including legal costs) and expenses arising out of or in connection with any Compliance failure. 12. Dispute Resolution; Governing Law 12.1. [Intentionally Omitted] Docusign Envelope ID: 123A32EF-6FF5-4556-9F77-0C7BA583A29F MATRIXSPACE, INC. TERMS & CONDITIONS 12.2. Governing Law. These Terms are to be governed by and interpreted in accordance with the laws of the State of Calfornia, without giving effect to its principles of conflict of laws. 13. Miscellaneous. 13.1. Independent Contractor Relationship. It is the intention of MatrixSpace and Customer that MatrixSpace and Customer are, and will be deemed to be, independent contractors with respect to the subject matter of these Terms, and nothing contained in these Terms will be deemed or construed in any manner whatsoever as creating any partnership, joint venture, employment, agency, fiduciary, or other similar relationship between MatrixSpace and Customer. 13.2. Export. Customer will not re-export any Products or products of which the Products are a component without first obtaining a license from the U.S. or other Government as required and without notice and discussion with MatrixSpace. 13.3. Regulatory: Customer will abide by all regulatory requirements in their operational jurisdiction. This includes keeping all licensing up to date and on file. For clarity in the United States this means the Federal Communications Commission (FCC) and where required the Federal Aviation Authority (FAA). 13.4. Notices. All notices and other communications given under these Terms shall be delivered by hand or by reputable overnight courier, addressed to the undersigned representatives of the parties at their respective physical address contained herein, and shall be deemed to have been given on the date actually delivered when hand delivered or sent via reputable overnight courier. 13.5. Entire Agreement; Severability; Amendments. These Terms, together with the Confirmed Order represent the entire agreement between the parties with regard to the subject matter thereof and supersede any prior understandings, proposals or agreements concerning the Services. Except as expressly otherwise set forth herein, if there is a conflict amongst these Terms and the Confirmed Order, these Terms shall control to the extent of the conflict. If any provision of these Terms is found to be unenforceable or invalid, the remainder of such provision shall be enforced to the maximum extent permitted by law. There are no other understandings, representations or promises written or oral, not included here or upon which either party has relied. Any changes to these Terms must be agreed in writing and signed by both parties. 13.6. Assignment; No Third Party Beneficiaries. Neither party shall assign or transfer these Terms, or any rights, obligations, claims or proceeds from claims arising out of or in any way relating to these Terms, any Products or services provided hereunder, to anyone, without prior written consent of the other party, which shall not be unreasonably delayed or withheld, and any assignment without such consent shall be void and invalid. These Terms shall be binding upon and inure to the benefit of the parties hereto and their permitted successors and assigns, and, except as expressly provided herein, nothing in these Terms shall confer upon any other person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of these Terms. Nothing in these Terms creates any obligation, standard of care, liability, or third-party beneficiary status to persons or third parties. 13.7. Force Majeure. Notwithstanding anything to the contrary in these Terms, neither party shall be liable to the other for any delay or failure to perform under these Terms as a result of circumstances or occurrences beyond the reasonable control of the parties, whether Docusign Envelope ID: 123A32EF-6FF5-4556-9F77-0C7BA583A29F MATRIXSPACE, INC. TERMS & CONDITIONS or not foreseeable at the time that a Confirmed Order is signed. In the event of a force majeure event extends (or is reasonably expected by MatrixSpace to extend) for a period of three (3) consecutive months, MatrixSpace shall be entitled to cancel all or any part of a Confirmed Order without any liability towards Customer. This Section shall be inapplicable to any failure to make a payment when due under these Terms. 13.8. Counterparts; Headings. These Terms may be executed in counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one single document between the parties. Counterparts may be exchanged by facsimile, or attached as a pdf, jpeg, or similar file type to an email. Headings in these Terms are for convenience only and shall not be used in interpreting these Terms or any provision of it. Docusign Envelope ID: 123A32EF-6FF5-4556-9F77-0C7BA583A29F MATRIXSPACE, INC. TERMS & CONDITIONS DEFINITIONS: Confidential Information: means any technical, financial, or business information disclosed by one party to the other party that is (i) marked or identified as confidential or proprietary at the time of the disclosure or (ii) reasonably understood to be confidential or proprietary. MatrixSpace Confidential Information includes any information related to the Products, including the pricing thereof, MatrixSpace Software, MatrixSpace clients or partners, and any data or information that MatrixSpace provides to Customer in the course of providing the Products to Customer. MatrixSpace Confidential Information also includes the existence of, and the terms and conditions contained in, a Pricing Proposal, an order, a Confirmed Order, the Functional Specification, Documentation provided with the Product(s) including manuals to enable Customer to use and maintain the Product(s), and the Software and any related Documentation, discussions, representations or agreements. Confidential Information does not include any information which (i) is rightfully known to the recipient prior to its disclosure; (ii) is released to any other person or entity without restriction; (iii) is independently developed by the recipient without use of, reference to or reliance upon Confidential Information; or (iv) is or later becomes publicly available without violation of these Terms and Conditions or may be lawfully obtained by a party from a non-party. Confirmed Order: Customer’s signed Pricing Proposal or other order after having been approved, accepted and countersigned by MatrixSpace. Customer Data: information, data, and other content, in any form or medium, that is collected, downloaded, or otherwise received, directly or indirectly, from Customer or an Authorized User by or through the provision of access or use to the Products or Software. For the avoidance of doubt, Customer Data does not include Resultant Data or any other information reflecting the access or use of the Services by or on behalf of Customer or any Authorized User. Defect: the failure of the Product to conform in all material respects with the Functional Specification. Delivery Date: the date on which the Products are delivered. Functional Specification: the confidential and proprietary document containing the detailed specifications for how the Product functions, is referred to as the MatrixSpace MS0120X Radar Technical Specification Guide has been provided to the Customer and is incorporated in full into these Terms. MatrixSpace Materials: the Products (prior to title passing pursuant to Section 3.2), the Software, Documentation, MatrixSpace systems, MatrixSpace Confidential Information, and any and all other information, data, documents, materials, works, and other content, devices, methods, processes, hardware, software, and other technologies and inventions, including any deliverables, technical or functional descriptions, requirements, plans, or reports, that are provided or used by MatrixSpace or any of its delegates in connection with the Products, Software, Documentation or otherwise comprise or relate to the Products, Software or MatrixSpace systems. For the avoidance of doubt, MatrixSpace Materials include Resultant Data and any information, data, or other content derived from MatrixSpace’s monitoring of Customer's access to or use of the Services, but MatrixSpace Materials do not include Customer Data. Product: MatrixSpace’s products which are specifically identified in the Pricing Proposal which are agreed to be supplied or have been supplied in accordance with a Confirmed Order and which are described in the Functional Specification. Pricing Proposal: the quotation for Products provided by MatrixSpace to Customer. Resultant Data: data and information related to Customer's use of the Product or Software that is used by MatrixSpace in an aggregate and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Services. Software: the proprietary software developed, owned and supplied with or incorporated into the Product(s) as fully set forth and described in confidential and proprietary Appendix 2: MatrixSpace Software Maintenance and Support Agreement incorporated in 9 full into these Terms. Warranty Period: 12 months from the Product Delivery Date or as long as Hardware Maintenance is purchased. Docusign Envelope ID: 123A32EF-6FF5-4556-9F77-0C7BA583A29F MATRIXSPACE, INC. TERMS & CONDITIONS THIS PAGE IS LEFT INTENTIONALLY BLANK Docusign Envelope ID: 123A32EF-6FF5-4556-9F77-0C7BA583A29F APPENDIX 2 MatrixSpace Software Maintenance and Support Agreement Docusign Envelope ID: 123A32EF-6FF5-4556-9F77-0C7BA583A29F MATRIXSPACE SOFTWARE MAINTENANCE AND SUPPORT AGREEMENT 1. ParQes. This Sonware Maintenance and Support Agreement (“SM Agreement”) is by and between MatrixSpace, a Delaware corporaoon, with its principal place of business at 145 South Bedford Street, Burlington, MA 01803, (“Licensor”), and the customer who has signed a Pricing Proposal that references this SM Agreement or who accepts or uses the Licensor’s Sonware (“Licensee”). Licensor and Licensee agree that the terms and conditions of this SM Agreement cover maintenance, update and support services to be provided by Licensor to Licensee relating to the Software. Such services will be provided by Licensor only with respect to Software for which Licensee has received a license from Licensor pursuant to the Terms and Conditions agreed by the parties (the “Terms ”). Any term not defined herein shall have the definition assigned in the Terms. 2. DefiniQons. (a) “EffecQve Date” means the effecove date of the Confirmed Order as defined in the Terms. (b) “Errors, Malfunctions or Defects” means substantive deviations between the Software and the documentation furnished by Licensor for such Software including the Functional Specification. (c) “SoZware” means all sonware licensed to Licensee under the Terms or otherwise licensed between the paroes and as idenofied in a Schedule hereto. (d) “SMA Period” means a period of twelve (12) consecutive months commencing on the Effective Date of this SM Agreement (Initial Term defined below), or on the anniversary thereof, subject to renewal terms as set forth in this SM Agreement or applicable Schedule (Renewal Period(s) defined below).“Software” means a licensed program and associated documentation that has been licensed by Licensor to Licensee. ( ) “SMA Services” means the Software support service ordered by Licensee and furnished under this SM Agreement, as such service is available and constituted from time to time. (e) “Terms” means those terms and condioons of Licensee’s use and access to, and license of, the Sonware. 3. Services to be Provided. Licensor shall provide the following services during the SMA Period: (a) Error Correction. (i) Licensor shall attempt to correct documented errors in the Software consistent with Section 4 below when such errors are reported to Licensor and can be repeated by Licensor on its equipment. (ii) If a reported error causes a Sonware to be inoperable or if Licensee’s nooce to Licensor states that such error is substanoal and material with respect to Licensee’s use of the Sonware, Licensor shall, as expedioously as possible, and consistent with Secoon 4 of this SM Agreement, use its best efforts to correct such error, or to provide a patch or bypass around such error. (iii) Notwithstanding the foregoing, under no circumstances does Licensor warrant or represent that all errors can or will be corrected. (iv) If Licensee reports an error to Licensor, Licensee shall give Licensor reasonable access to the relevant equipment, the Software and all relevant documentation and records, and shall provide such reasonable assistance as Licensor may request, including sample output and other diagnostic information, in order to assist Licensor in providing the SM Services. (b) Updates. (i) Licensor shall provide Licensee any updates, correcoons, modificaoons or enhancements (collecovely, “Updates”) for the Sonware under maintenance when such Updates are developed or published by Licensor and made generally available to other licensees of the Sonware at 1 Docusign Envelope ID: 123A32EF-6FF5-4556-9F77-0C7BA583A29F MATRIXSPACE SOFTWARE MAINTENANCE AND SUPPORT AGREEMENT Licensor’s then-current published rates. All Updates shall become part of the Software, and Licensor shall be free to license others with respect thereto. New features or enhancements maybe offered at Licensor’s then published rates and not as normal maintenance support. Customer has option to purchase such new features or enhancements. (ii) Any changes to program logic made under this SM Agreement shall be provided to Licensee on any machine-readable media specified by Licensor. Licensee shall pay the cost of any such media (including shipping charges) provided by Licensor, in addition to any other charges required to be paid under this SM Agreement. (c) Hotline/Online Chat/Email Support Service. Licensor shall provide Licensee remote access to Licensor personnel to help Licensee in answering routine questions with respect to use of the Software consistent with the response times set forth in Section 4. Licensee’s access to Licensor personnel shall include both telephone access and access by means of Licensor’s electronic mail service or instant messaging, when made available by Licensor, provided, however, that all common carrier charges incurred by Licensee and all costs of telephone, internet service, and terminal equipment incurred by Licensee shall be the responsibility of Licensee. (d) Other Modifications. Should Licensee request modifications to a Software or any other assistance or support not specifically identified in this SM Agreement, Licensor shall be under no obligation to perform such services, but may agree to perform such modifications, assistance or support at its standard time and material rates then in effect. 4. Support Response. During the term of this SM Agreement, Licensor will furnish SM Services as follows: A. Error Classification & Response Time: MatrixSpace shall respond to Customer’s inquiries regarding Errors, Malfunctions or Defects within 24 hours of receipt of such inquiry. MatrixSpace shall use commercially reasonable efforts to correct Errors as quickly as possible. B. Security. MatrixSpace shall comply with standard industry information security standards and requirements including encryption or equivalent security functions as it relates to Customer Data. 5. Support Service Term. (a) Commencement. Licensor will begin providing SM Services for the Software on the date of Delivery of the system. The initial term of this Agreement shall be thirty-six months from the commencement of the SM Services (“Initial Term.”) (b) Continuation. Licensor will continue to furnish SM Services for the SMA Period set forth below. With respect to the Software set forth in Schedule A, this SM Agreement may be renewed for successive 12- month renewal SMA Periods (“Renewal Period(s)”) upon mutual written agreement between the parties. (c) Termination. Except as otherwise provided herein: (i) Either party may terminate this SM Agreement at any time by giving written notice to the other in accordance with Section 9(e), such notice to be given by either party not less than thirty (30) days before the end of the SMA Period. (ii) Either party may terminate this SM Agreement at any time if the other party fails or defaults in the performance of any of its obligations hereunder or under the Terms and fails to cure its default or failure after having been notified Docusign Envelope ID: 123A32EF-6FF5-4556-9F77-0C7BA583A29F MATRIXSPACE SOFTWARE MAINTENANCE AND SUPPORT AGREEMENT and provided 15 days to cure, whereby such termination shall be effective upon such party giving written notice of termination to the defaulting party following said failed cure period. (iii) This SM Agreement shall terminate automatically upon termination or expiration of the applicable Licenses. (iv) If either party agrees to terminate Customer license, or an account is not financially current Customer may still use and operate such equipment however no support will be offered and no maintenance, software patches or security patches will be made available. All warranties and performance obligations on the part of Licensor will immediately cease. If Customer wishes to reinstate their warranty and maintenance, all past due charges must be made current prior to account reactivation – regardless of how many months or years from deactivation. 6. Customer Responsibilities. (a) Interface. Licensee shall be responsible for the interface between Software for which SM Services are available and all other software used by Licensee, whether or not such software is licensed to Licensee by Licensor or by others or has been developed by Licensee. (b) Installation and Operation. Except as otherwise provided in Schedule A, Licensee is responsible for installing, managing and operating any SM Services elements delivered under this SM Agreement. (c) Software License Limitations contained in the Terms and Conditions. Licensee agrees that the rights granted to Licensee, the use limitations and Licensee’s responsibilities to secure Confidential Information and prevent unauthorized disclosure specified in the Terms between Licensor and Licensee, apply equally to all SMA Service elements, such as corrective code, enhancements and updates furnished under this SM Agreement. ( ) Modifications by Licensee. In no event shall Licensor have any responsibility to correct any errors or damage to the Software resulting from changes to or modification made by Licensee. For clarity, no changes and modifications to the Software are authorized by Licensor, and all such changes or modifications shall be subject to the Terms and the prohibitions and remedies therein. (e) Uninstalled Updates. Licensor shall not be responsible for correcting any alleged error if Licensee fails to incorporate into the Software any Update that Licensor has provided to Licensee. 7. Fee and Payments. (f) Price and Payment Terms. Licensee agrees to pay Licensor the charges for support, maintenance and other fees, if any, as set forth a Schedule to this Agreement. No invoice under this SM Agreement or the Terms (as may be applicable) shall be subject to credit for any period of non-use by Licensee for any reason, including defects in the Software. Except as otherwise specified herein, (i) fees are based on the SMA Services purchased and not actual usage, (ii) payment obligations are non-cancelable and fees paid are nonrefundable, and (iii) quantities purchased cannot be decreased during the relevant agreement Term. (g) Changes. Licensor may change the fees specified in Schedule A for all or any Software effective upon the expiration of the SMA Period or at the end of any calendar month thereafter, by giving at least sixty (60) days written notice prior to the end of the SMA. (h) Taxes. Licensee will pay any and all taxes pertaining to the maintenance services provided hereunder by Licensor during the term of this SM Agreement, including but not limited to property and/or use taxes, and will reimburse Licensor on Licensor’s request if Licensor is required to pay any such tax. 8. Limitation of Liability and Remedies. Docusign Envelope ID: 123A32EF-6FF5-4556-9F77-0C7BA583A29F MATRIXSPACE SOFTWARE MAINTENANCE AND SUPPORT AGREEMENT (a) No Warranty. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS SM AGREEMENT, AND NOTWITHSTANDING ANYTHING CONTRARY IN THE TERMS, LICENSOR MAKES NO REPRESENTATIONS OR WARRANTIES WHATSOEVER REGARDING THE SOFTWARE OR RELATED SERVICES AND LICENSEE HAS NOT RELIED ON ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ENFORCEABILITY, NON- INFRINGEMENT, OR ARISING FROM COURSE OF PERFORMANCE, DEALING, USAGE OR TRADE. (b) Limitation of Remedy. If Licensee demonstrates that Licensor has materially breached its obligations under this SM Agreement, Licensee’s sole and exclusive remedy is the right to terminate the SM Services immediately for the affected Software. In such event, Licensor will refund SMA Service charges paid in advance for the terminated portion of the recurring period. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT, THE REMEDIES PROVIDED IN THIS SECTION 8(b) ARE LICENSEE’S SOLE AND EXCLUSIVE REMEDIES FOR ANY LICENSOR BREACH OF THIS AGREEMENT. (c) Limitation of Damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL LICENSOR BE LIABLE TO LICENSEE OR ANY THIRD PARTY, RELATED TO THIS AGREEMENT, THE SOFTWARE, OR SERVICES FOR (I) ANY INCIDENTAL, INDIRECT, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES OF ANY KIND (INCLUDING, BUT NOT LIMITED TO, LOST REVENUES OR PROFITS) ARISING FROM OR RELATING TO THIS AGREEMENT, REGARDLESS OF WHETHER LICENSOR WAS ADVISED, HAD OTHER REASON TO KNOW, OR IN FACT KNEW OF THE POSSIBILITY THEREOF, EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE OR (II) ANY AMOUNT IN EXCESS OF TWO TIMES (2x) THE FEES PAID TO LICENSOR BY LICENSEE FOR THE THREE MONTHS OF SM SERVICES PRECEDING THE RELEVANT CLAIM HEREUNDER. 9. General. (a) Force Majeure. Each party shall be excused from delays in performing or from its failure to perform hereunder to the extent that such delays or failures result from causes beyond the reasonable control of such party. Performance times shall be considered extended for a period of time equivalent to the time lost because of such delay. This Section shall be inapplicable to any failure to make a payment when due under this SM Agreement. (b) Licensee Forms and Non-Waiver. Any provision of Licensee’s order that is in any way inconsistent with or in addition to the terms and conditions of this SM Agreement shall not bind Licensor, and Licensor’s failure to object to any such provision shall not be construed as a waiver of the terms and conditions of this SM Agreement, nor as an acceptance of any such provision. (c) Assignability. Neither this SM Agreement nor any of the rights, interests or obligations under this SM Agreement may be assigned or delegated, in whole or in part, by operation of law or otherwise, by either party without the prior written consent of the other party, and any such assignment without such prior written consent will be null and void. This SM Agreement will be binding upon and inure to the benefit of the parties named herein and their respective successors and permitted assigns. (d) Amendments; Waivers. This SM Agreement may not be modified or amended except by a written instrument signed by the parties. In addition, no waiver of any provision of this SM Agreement will be binding unless set forth in a writing signed by the party granting the waiver. Any waiver will be limited to the circumstance or event specifically 4 Docusign Envelope ID: 123A32EF-6FF5-4556-9F77-0C7BA583A29F MATRIXSPACE SOFTWARE MAINTENANCE AND SUPPORT AGREEMENT referenced in the wrisen waiver document and will not be deemed a waiver of any other term of this SM Agreement or of the same circumstance or event upon any recurrence thereof. (a) Notices. Any notice required or permitted to be given under this SM Agreement will be in writing and be deemed given when emailed using the email addresses below, or delivered by hand or MATRIXSPACE, INC. 145 South Bedford Street Suite 230 Burlington, MA 01803 info@matrixspace.com (b) Governing Law. This SM Agreement will be construed and enforced in accordance with the laws of the State of California, without reference to its rules of conflicts of laws. (c) [Intentionally Omitted] received by registered or cerofied mail, postage prepaid, or by naoonally recognized overnight courier service addressed to the party to receive such nooce at the following address or any other address subsotuted therefor by nooce pursuant to these provisions: If to Licensor: If to Licensee: Licensee’s address provided on Confirmed Order City of Palm Springs 2000 South Civic Dr. Palm Springs, CA 92262 (d) Waiver of Jury Trial. EACH OF THE UNDERSIGNED DO HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING BASED ON OR WITH RESPECT TO THIS SM AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY OR RELATING OR INCIDENTAL HERETO. (e) Severability. Each provision of this SM Agreement is intended to be severable. If any term or provision hereof is illegal or invalid for any reason whatsoever, such illegality or invalidity will not affect the legality or validity of the remainder of the SM Agreement. (f) Headings. Section and other headings contained in this SM Agreement are for reference purposes only and are not intended to describe, interpret, define, or limit the scope, extent, or intent of this SM Agreement or any provision hereof. (g) Entire Agreement. This SM Agreement and the Terms contain the entire understanding among the parties and supersedes any prior written or oral agreements between them 5 Docusign Envelope ID: 123A32EF-6FF5-4556-9F77-0C7BA583A29F MATRIXSPACE SOFTWARE MAINTENANCE AND SUPPORT AGREEMENT respecting the subject matter hereof. If there is a conflict between this SM Agreement and the Terms, this SM Agreement shall control to the extent of the conflict and only as it relates to the SM Services. Representations, agreements, arrangements, or understandings, oral or written between the parties relating to the subject matter of this SM Agreement that are not fully set forth herein. Docusign Envelope ID: 123A32EF-6FF5-4556-9F77-0C7BA583A29F CITY OF PALM SPRINGS 3200 E TAHQUITZ CANYON WAY, PALM SPRINGS, CA 92262 (760) 322-8328 BUSINESS LICENSE CERTIFICATE Fees Paid:$174.00 ISSUANCE OF THIS LICENSE DOES NOT ENTITLE THE LICENSEE TO OPERATE OR MAINTAIN A BUSINESS IN VIOLATION OF ANY OTHER LAW OR ORDINANCE. THIS IS NOT AN ENDORSEMENT OF THE ACTIVITY NOR OF THE APPLICANT'S QUALIFICATIONS. Business Name:Advexure LLC DBA: Advexure Unmanned Systems Owner:Advexure LLC Mailing Address:9281 IRVINE BLVD IRVINE, CA 92618 License Number:OC-006987-2024 Expiration Date:07/31/2025 PLEASE NOTE THAT IT IS YOUR RESPONSIBILITY TO RENEW AND UPDATE THIS LICENSE ANNUALLY. Business Location:9281 IRVINE BLVD, IRVINE, CA 92618 Business Description:Unmanned Aerial Systems TO BE POSTED IN A CONSPICUOUS PLACE Docusign Envelope ID: 123A32EF-6FF5-4556-9F77-0C7BA583A29F 07/09/2024 Harpenau Insurance, a division of Henriott Group, Inc. PO Box 7 Troy, IN 47588 License #: 3493509 Cheri Harpenau (812)547-7901 (812)547-7776 cheri@harpenauinsurance.com 00411456-700566 26 Advexure, LLC 9281 Irvine Blvd Irvine, CA 92618-1645 American Alternative Insurance Corporation 19720 A 9043564 12/10/2023 12/10/2024X X X 6,000,000 0 0 1,000,000 N/A 6,000,000 Travelers Casualty and Surety Company of Americ 19046 B BA-6X189165-23-42 12/10/2023 12/10/2024 X X X 1,000,000 Travelers Property Casualty Company of America 25674 C UB-6X189546-23-42 12/10/2023 12/10/2024 Y X 1,000,000 1,000,000 1,000,000 American Alternative Insurance Corporation 19720 A 9043528 12/10/2023 12/10/2024Aviation Liability Each Occurence 2,000,000 Spinnaker Insurance 17045 D FLY-CB-RP81D5NZU 12/10/2023 12/10/2024Cyber Liability Each Claim 2,000,000 UAV Equipment Distributor Certificate holder is hereby named as additional insured. City of Palm Springs 3200 E Tahquitz Canyon Way Palm Springs, CA 92262 (CRH) Printed by CRH on 07/09/2024 at 06:07PM ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? INSR ADDL SUBR LTR INSD WVD DATE (MM/DD/YYYY) PRODUCER CONTACT NAME: FAXPHONE (A/C, No):(A/C, No, Ext): E-MAIL ADDRESS: INSURER A : INSURED INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : POLICY NUMBER POLICY EFF POLICY EXPTYPE OF INSURANCE LIMITS(MM/DD/YYYY)(MM/DD/YYYY) AUTOMOBILE LIABILITY UMBRELLA LIAB EXCESS LIAB WORKERS COMPENSATION AND EMPLOYERS' LIABILITY DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) AUTHORIZED REPRESENTATIVE EACH OCCURRENCE $ DAMAGE TO RENTED CLAIMS-MADE OCCUR $PREMISES (Ea occurrence) MED EXP (Any one person)$ PERSONAL & ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER:GENERAL AGGREGATE $ PRO-POLICY LOC PRODUCTS - COMP/OP AGG $JECT OTHER:$ COMBINED SINGLE LIMIT $(Ea accident) ANY AUTO BODILY INJURY (Per person)$ OWNED SCHEDULED BODILY INJURY (Per accident)$AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $AUTOS ONLY AUTOS ONLY (Per accident) $ OCCUR EACH OCCURRENCE $ CLAIMS-MADE AGGREGATE $ DED RETENTION $$ PER OTH- STATUTE ER E.L. EACH ACCIDENT $ E.L. DISEASE - EA EMPLOYEE $ If yes, describe under E.L. DISEASE - POLICY LIMIT $DESCRIPTION OF OPERATIONS below INSURER(S) AFFORDING COVERAGE NAIC # COMMERCIAL GENERAL LIABILITY Y / N N / A (Mandatory in NH) SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). COVERAGES CERTIFICATE NUMBER:REVISION NUMBER: CERTIFICATE HOLDER CANCELLATION © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORDACORD 25 (2016/03) CERTIFICATE OF LIABILITY INSURANCE Docusign Envelope ID: 123A32EF-6FF5-4556-9F77-0C7BA583A29F