STATE OF OREGON

MASTER SERVICES AGREEMENT #0573

SERVICE ORDER CONTRACT FORM

Master Services Agreement #0573 Services Order Contract #XXXX

Project: Wireless Management Services

This Service Order Contract #XXXX (“Service Order” or “Contract”) is entered between City of Portland (“Authorized Purchaser” or “City”), and Wireless Watchdogs, LLC (“Contractor), both individually without distinction as “Party” and collectively as “Parties”, and is subject to and hereby incorporates by this reference all of the terms and conditions contained in Master Services Agreement #0573 (Attached as Attachment A) between the Department of Administrative Services (“DASPS”) and Contractor, as amended from time to time (“MSA”).

Unless the context otherwise requires, this Service Order is subordinate to the MSA unless any exceptions to the MSA have been specifically approved in writing by DASPS and the Contractor and set forth below. In consideration of the mutual conditions, covenants and promises contained in this Service Contract for good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties agree as follows:

SECTION 1. General Project Description.

Authorized Purchaser wishes to obtain and Contractor wishes to provide Wireless Management Services from the MSA, Description of Services and Pricing (Exhibit B). The Services to be performed by Contractor under this Service Order are more specifically described in Section 5, Services; Performance Standards Metrics. Authorized Purchaser may not order and Contractor may not provide Services not identified on the Description of Services and Pricing (Exhibit B).

SECTION 2. Term of Agreement.

The term of this Service Order will commence upon the date signed by all parties and all approvals required by law for execution have been obtainedon November 30th, 2024 (“Effective Date”). This Service Order expires on November 30th 2029 the date coterminous with the expiration or termination of the MSA including any renewals of the MSA unless terminated earlier pursuant to its terms. No Services shall be performed prior to the Effective Date.

Authorized Purchaser and Contractor agree that on the Effective Date this Service Contract together with the Limited Letter of Agency (Attachment A) and the MSA shall constitute a valid and binding contract between Authorized Purchaser and Contractor.

SECTION 3. Termination.

This Service Order may be terminated by Authorized Purchaser or DASPS for any purpose that would entitle DASPS to terminate the MSA pursuant to Section 13 or 14 of the MSA.

This Service Order may be terminated by Contractor upon the occurrence of any event that would entitle Contractor to terminate the MSA pursuant to Section 14 of the MSA.

If all Services under this Service Order is canceled by Authorized Purchaser other than for cause, or by Contractor for cause, before the conclusion of the Term, then Authorized Purchaser will pay to Contractor the total fees earned for Services provided through the date of termination.

SECTION 4. Agency Copyright and Content Non-Supervision Acknowledgement.

Authorized Purchaser represents to Contractor that the content materials furnished to Contractor by Authorized Purchaser for electronic access on portals do not violate any third party’s copyright or intellectual property rights. Authorized Purchaser acknowledges that Contractor exercises no control, censorship, or direction over the information or content Authorized Purchaser may request to be included within its Services. Further, Authorized Purchaser acknowledges that Contractor exercises no control, censorship, or direction over the content of Authorized Purchaser’s public records or text furnished by Authorized Purchaser to Contractor or portal. Contractor is only responsible for facilitating Services and the subsequent permissible release or filing of information based on the policy and direction of the Authorized Purchaser and in accordance with the terms of the MSA.

SECTION 5. Services; Performance Standards and Metrics.

Contractor shall provide to Authorized Purchaser the following Wireless Management Services:

$3.40/ Per Device/ Per Month Authorized Purchaser agrees to pay Contractor per active mobile number on the account per month for account maintenance and management reports. Following an initial period, account maintenance and management reports will continue to be provided on a month to month basis for the fee above per active mobile number on the account per month.

Contractor shall perform the Services according to the terms and conditions of the MSA. In its provision of the Services, Contractor shall meet the performance standards and metrics set forth in the MSA, Performance Standards and Metrics (Exhibit E).

SECTION 6. Compensation and Invoices.

The maximum not-to-exceed compensation payable to Contractor under this Service Order, which includes allowable expenses is $1,000,000.00 per year over 5 years, for a total not-to-exceed of $5,000,000.00. Authorized Purchaser will not pay Contractor any amount in excess of the not-to-exceed compensation of this Service Order and will not pay for Services performed before Effective Date or after expiration or termination of this Service Order. If the maximum compensation is increased by amendment of this Service Order, the amendment must be fully effective before Contractor performs the Services subject to the amendment.

Contractor shall send all invoices to "BTS Invoices" <BTSInvoices@portlandoregon.gov>

SECTION 7. Authorized Representatives

Authorized Purchaser Authorized Representative:

Contact Telephone Number: 503-823-6887 E-Mail Address: bryan.pirrello@portlandoregon.gov

Contractor Authorized Representative:

Name:

Title:

Address:

Contact Telephone Number:

E-Mail Address:

SECTION 8. Certification.

The individual signing on behalf of Contractor hereby certifies and swears under penalty of perjury to the best of the individual’s knowledge that:

8.1 Contractor is not subject to backup withholding because (i) Contractor is exempt from backup withholding, (ii) Contractor has not been notified by the IRS that Contractor is subject to backup withholding as a result of a failure to report all interest or dividends, or (iii) the IRS has notified Contractor that Contractor is no longer subject to backup withholding;

8.2 The individual signing on behalf of Contractor is authorized to act on Contractor’s behalf, has authority and knowledge regarding Contractor's payment of taxes, and to the best of the signatory’s knowledge, Contractor is not in violation of any Oregon tax laws, including, without limitation, those tax laws listed in ORS 305.620 and ORS chapters 316, 317, and 318; (ii) Any tax provisions imposed by a political subdivision of this state that apply to Contractor, to Contractor’s property, operations, receipts, or income, or to Contractor’s performance of or compensation for any work performed by Contractor; (iii) Any tax provisions imposed by a political subdivision of this state that apply to Contractor, or to goods, services, or property, whether tangible or intangible, provided by Contractor; and (iv) Any rules, regulations, charter provisions, or ordinances that implemented or enforced any of the foregoing tax laws or provisions;

Section 9. Insurance Comment by Wonder, Mac: The intent of this section is to make sure the City is covered by the COI that Wireless Watchdogs provides to the State

The following changes to Exhibit F are incorporated into this Service Order Contract:

2. ADDITIONAL INSURED

The Commercial General Liability, and Automobile Liability insurance required under this Service Order Contract must include an additional insured endorsement specifying the City of Portland, its officers, employees, and agents as Additional Insureds, including additional insured status with respect to liability arising out of ongoing operations and completed operations but only with respect to Contractor's activities under this Service Order Contract. The Additional Insured endorsement with respect to liability arising out of Contractor’s ongoing operations must be on ISO Form CG 20 10 07 04 or equivalent and the Additional Insured endorsement with respect to completed operations must be on ISO form CG 20 37 04 13 or equivalent.

4. CERTIFICATE(S) AND PROOF OF INSURANCE.

Contractor shall provide to City of Portland Certificate(s) of Insurance for all required insurance before delivering any goods or performing any Services required under this Service Order Contract. The Certificate(s) must list the City of Portland, its officers, employees and agents as a Certificate holder and as an endorsed Additional Insured as specified in this exhibit. If excess/umbrella insurance is used to meet the minimum insurance requirement, the Certificate of Insurance must include a list of all policies that fall under the excess/umbrella insurance. As proof of insurance City of Portland has the right to request copies of insurance policies and endorsements relating to the insurance requirements in this Service Order Contract.

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SECTION 9. Signatures

CONTRACTOR, BY EXECUTION OF THIS SERVICE ORDER, HEREBY ACKNOWLEDGES THAT CONTRACTOR HAS READ THIS SERVICE ORDER, UNDERSTANDS IT, AND AGREES TO BE BOUND BY ITS TERMS AND CONDITIONS.

Wireless Watchdogs, LLC:

Signature:

Name & Title: Date:

[City Signatures on next page]

Contract Number: XXXXXXXX

Contract Title:

CITY OF PORTLAND SIGNATURES

Approved:

Approved as to Form: