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AGENCY PRODUCTS AND SERVICES AGREEMENT <br /> Agency: Cass County Sheriff's Office Telephone: 701 241 -5800 <br /> Address: 450 34` Street Fax: 701 241 -5805 <br /> S. Fargo, North Dakota 58103 <br /> Term: Through <br /> the period ending December 31, 2017 <br /> This AGENCY PRODUCTS AND SERVICES AGREEMENT "Agreement is entered into as of the Effective Date by and <br /> between ALCOHOL MONITORING SYSTEMS, INC. "AMS a Delaware corporation located at 1241 West Mineral Avenue, <br /> Suite 200, Littleton, Colorado 80120, and the Agency listed above. This Agreement incorporates by reference any and all <br /> Schedules executed by the parties. <br /> 1 GENERAL SCOPE OF AGREEMENT <br /> Subject to the terms and conditions of this Agreement, Agency shall have the option to purchase or rent the equipment <br /> specified in any Schedule(s) attached hereto (the "Equipment and related parts and accessories "Parts and receive and <br /> monitoring and tracking services "Services from AMS related to individuals (hereinafter "Clients to enforce compliance by <br /> those individuals who are required to or opt to wear the Equipment "Clients Such Services utilize a web -based software <br /> application, including any related documentation (the 'Monitoring Software Equipment and Parts may be referred to herein <br /> as the "Products The foregoing rights are granted to Agency solely in the Territory stated on the Schedule(s) for such <br /> Products. <br /> 2 PAYMENT <br /> 2.1 Payment Terms for Products. <br /> 2.1.1 Purchased Products. The purchase price of the Products plus any applicable invoiced taxes is due and <br /> payable within ten (10) days of date of invoice. <br /> 2.1.2 Equipment Rental. Monthly payments for Equipment Rental Fees will be invoiced to Agency by AMS on <br /> or before the tenth (10` day of each month and shall be paid by Agency to AMS within thirty (30) days from the <br /> date of such invoice. <br /> 2.1.3 Other Fees. All other Fees on the Schedules, including Services Fees, if applicable, will be invoiced by <br /> AMS on a monthly basis as incurred and shall be paid by Agency within thirty (30) days from the date of such <br /> invoice. <br /> 2.1.4 Currency. All fees are payable in U.S. Dollars <br /> 2.2. Requirements for Purchase Orders. AMS will provide Agency with its standard order form to use for purchases or <br /> rentals under this Agreement. Agency may use its own purchase order form in addition to the AMS order form. All terms on <br /> any Agency purchase order shall not alter or amend the terms of this Agreement and any additional or varying terms <br /> contained in such instrument are expressly rejected. <br /> 2.3 Taxes. Agency shall be solely responsible for all taxes related to Products or Services provided to it by AMS under <br /> this Agreement including, by way of example and not limitation, sales, use, property, excise, value added, and gross receipts <br /> irrespective of whether the Products are purchased or rented. If Agency is exempt from taxes of any kind, including but not <br /> limited to sales tax, use tax and excise tax, Agency will provide appropriate exemption documentation for all such taxes <br /> applicable to the transactions contemplated by this Agreement. <br /> 2.4 Failure to Make Payments: Suspension of Services. Any amounts due and payable to AMS which are not paid in <br /> accordance with the terms of Sections 1.1 will be subject to interest, accruing from the due date at the rate of either one -and- <br /> one -half percent (1.5 per month or the highest rate specified by applicable statute, whichever is lower. If Services are <br /> provided under this Agreement and Agency has not paid all applicable amounts when due, AMS may provide written notice to <br /> Agency of such failure and, if Agency does not pay all outstanding amounts within thirty (30) days of AMS' notice of <br /> delinquency, AMS may suspend Agency's access to the Services until all past due amounts are paid in full. In addition, AMS <br /> may reject orders from Agency for additional Equipment or withhold delivery of Equipment already ordered until all <br /> outstanding amounts are paid in full by Agency. <br /> 2.5 Title to Products Rental Option. Title and ownership of any rented Equipment delivered by AMS shall remain <br /> with AMS and Agency will not encumber or dispose of such Equipment. In the event of the loss of any of the Equipment, <br /> Alcohol Monitoring Systems, Inc. 1 Confidential <br /> Agency Products and Services Agreement Rev. 06/13 <br />