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<br /> <br />1241 West Mineral Avenue, Suite 200 <br />Littleton, CO 80120 <br /> 1 of 8 <br />Master Agency Agree <br />AMS Inc. Version 20180209 <br />MASTER AGENCY AGREEMENT <br /> <br /> <br /> <br /> <br />This MASTER AGENCY AGREEMENT (the “Agreement”), is entered into as of this __ day of October, 2022 (the <br />“Effective Date”) by and between ALCOHOL MONITORING SYSTEMS, INC. (“AMS”), a Delaware corporation <br />located at 1241 West Mineral Avenue, Suite 200, Littleton, Colorado 80120, and the Agency listed above. This <br />Agreement incorporates by reference any and all Schedules executed by the parties. Capitalized terms not <br />otherwise defined in this Agreement are those as defined in the attached Schedule(s). Should there be a conflict <br />between the terms in this Agreement and those of any Schedule, the terms in the Schedule will prevail. The effective <br />date of the Agreement is the date last signed by AMS (Effective Date”). This Agreement supersedes any prior <br />written or oral agreement and understandings with respect to the subject matter herein. <br /> <br />1 GENERAL SCOPE OF AGREEMENT. AMS sells and rents Equipment and provides supporting Services <br />specific to monitoring Clients who are required to or opt to wear such Equipment. AMS desires to sell or rent <br />and Agency desires to order such Equipment and the supporting Services as specified in this Agreement and <br />the attached Schedules in the Territory described on the applicable Schedule. <br /> <br />2 DEFINITIONS <br /> <br />“Clients” means individuals who are required or choose to wear the Equipment. <br />“Effective Date” means the date this Agreement is effective as stated in the preamble herein. <br />“Equipment” means the hardware identified in the applicable Schedule. <br />“Mobile Application” means any applications listed in this Agreement which are provided by AMS or its third - <br />party supplier and designed to complement the Services, but which run on mobile devices such as smart phones <br />or tablets. <br /> “Monitoring Services” means the remote collection, compilation and reporting of data from the Equipment. <br />“Monitoring Software” means AMS’ proprietary, web-based software applications, depending on the <br />Equipment or Service contracted for, which track and store Client data and other features as may be added <br />from time to time. <br />“Parts” means peripheral hardware necessary for the support of the Equipment such as, but not limited, to <br />batteries, straps and back-plates. <br />“Products” means collectively the Equipment and the Parts. <br />“Rental Equipment” means Equipment rented by AMS to Agency. <br />“RMA” means a Return Material Authorization issued by AMS. <br />“Services” means collectively the; (i) the Monitoring Services; (ii) provision of training and certification <br />necessary for Agency to use Products; (ii) provision of technical support and telephone assistance; (iii) <br />scheduled Equipment (vi) maintenance; (iv) disaster recovery and backup services for Client data stored using <br />the Monitoring Software; and (v) provision of such other Services and support functions as may be agreed to <br />in writing by the parties and made part of this Agreement. <br />“Territory” means the geographic area type as defined on each Schedule in which Agency may provide the <br />Products and Services to Clients. <br />AGENCY: CITY OF EVERETT INITIAL CONTRACT TERM: 24 months <br />ADDRESS: 3028 Wetmore Avenue <br /> Everett, WA 98201