Fort Walton Beach Resolution — 2026-07 Accepting Funding through State Board of Immigration Enforcement — reading text

and shall indemnify and hold Peregrine Indemnified Parties harmless from and against any and all liability, loss, damage, claims, expenses, and costs, including without limitation, attorney' s fees, awarded by a court or agreed to by Customer in a settlement with respect to such Peregrine Claim; provided, that Peregrine ( i) promptly gives written notice of the Peregrine Claim to Customer; ( ii) gives Customer sole control of the defense and settlement of the Peregrine Claim ( provided that Customer may not agree to any settlement that imposes any liability or obligation on Peregrine without Peregrine' s prior written consent, such consent not to be unreasonably withheld, conditioned, or delayed); and ( iii) provides to Customer, at Customer' s cost, all reasonable assistance in the defense and settlement of the Peregrine Claim. 9. 3. Sole Remedy. THIS SECTION 9 SETS FORTH CUSTOMER' S SOLE REMEDIES AND PEREGRINE' S SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED, OR ALLEGED CLAIMS BY THIRD PARTIES RELATING TO THE SERVICE OR ITS USE. 10. Limitation of Liability. 10. 1. Exclusion of Consequential and Related Damages. EXCEPT FOR A PARTY' S BREACH OF SECTION 7, A PARTY' S INDEMNIFICATION AND DEFENSE OBLIGATIONS, OR A PARTY' S GROSS NEGLIGENCE, FRAUD, OR WILLFUL MISCONDUCT, IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY LOST PROFITS, LOSS OF USE, COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, MULTIPLE, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES HOWEVER CAUSED AND, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. 10. 2. Liability Cap. IN NO EVENT SHALL PEREGRINE' S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT( INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EXCEED THE TOTAL AMOUNTS PAID TO PEREGRINE UNDER THIS AGREEMENT IN THE TWELVE ( 12) MONTHS IMMEDIATELY PRECEDING THE CLAIM. 11. Term & Termination. 11. 1. Term of Agreement. This Agreement commences on the Effective Date and continues for the duration of the term set forth on the Order Form (" Term"), unless earlier terminated in accordance with the Order Form or Section 11. 2 11. 2. Termination for Cause. A party may terminate this Agreement for cause upon thirty (30) days written notice of a material breach to the other party if such breach remains uncured at the expiration of such period. Termination shall not relieve Customer of the obligation to pay any fees accrued or payable to Peregrine prior to the effective date of termination. 11. 3. Data. Upon expiration or termination of this Agreement, Peregrine shall have no obligation to maintain or provide any Customer Data or Third Party Data. Unless legally prohibited, Peregrine shall delete all Customer Data in its systems or otherwise in its possession or under its control. Notwithstanding the foregoing or any other provision of this Agreement, Peregrine may use in perpetuity any Aggregated Data. 11. 4. Survival. The following provisions shall survive termination or expiration of this Agreement: Sections 4, 5, 6. 1, 6. 3, 7, 8, 9, 10, 11. 3, 11. 4, and 12. 12. General Provisions. Proprietary and Confidential VPeregrine December 18, 2025 12. 1. Insurance. Peregrine shall maintain the insurance coverages described on Appendix A: Insurance. 12. 2. Relationship of the Parties. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties. There are no third -party beneficiaries to this Agreement. At all times during the term of this Agreement, Peregrine shall be an independent contractor and shall not be an employee of Customer. Except as Customer may specify in writing, Peregrine shall have no authority, express or implied, to act on behalf of Customer in any capacity whatsoever as an agent. Peregrine shall have no authority, express or implied, pursuant to this Agreement to bind Customer to any obligation whatsoever. 12. 3. Peregrine' s Books and Records. To the extent required by applicable laws, rules, or regulations, Peregrine shall maintain any and all records or documents evidencing or relating to charges for services or expenditures and disbursements charged to the Customer under this Agreement for a minimum of 3 years, or for any longer period required by law, from the date of final payment to Peregrine to this Agreement. All such records shall be maintained in accordance with generally accepted standards and shall be made available for inspection, audit, and/ or copying during regular business hours, upon written request of the Customer. 12. 4. Force Majeure. Neither party shall be liable by reason of any failure or delay in performance of its obligations under this Agreement ( except for the payment of money) on account of events beyond the reasonable control of such party, which may include Internet denial -of -service attacks, strikes, shortages, riots, insurrection, fires, flood, storm, explosions, acts of God, war, terrorism, governmental action, labor conditions, earthquakes, and material shortages ( each, a " Force Majeure Event"). Upon the occurrence of a Force Majeure Event, the non- performing party will be excused from any further performance of its obligations affected by the Force Majeure Event for so long as the event continues and such party continues to use commercially reasonable efforts to resume performance. 12. 5. Federal Government. Any use, copy or disclosure of the Service by the U. S. Government is subject to restrictions as set forth in this Agreement and as provided by DFARS 227. 7202- 1( a) and 227. 7202-3( a)( 1995), DFARS 252. 227- 7013( c)( 1)( ii)( October 1998), FAR 12. 212( a)( 1995), FAR 52. 227- 19, or FAR 52. 227( ALT III), as applicable. 12. 6. Additional Government Terms. Peregrine acknowledges that Customer may be a public entity and, accordingly, certain additional laws, rules, and regulations may take precedence over the terms and conditions of this Agreement ( the " Additional Government Terms"). The Additional Government Terms, if any, are attached hereto as Appendix B: Additional Government Terms and will govern to the extent of any conflict with any other term of this Agreement. 12. 7. Notices. All notices under this Agreement shall be in writing and shall be deemed to have been given upon: a) personal delivery; ( b) the second business day after mailing; ( c) the second business day after sending by confirmed facsimile; or ( d) after confirmed receipt of an email. Notices to Peregrine shall be addressed to the attention of Nick Noone, CEO, Peregrine Technologies, nick@peregrine. io, with a copy to ben@peregrine. io. Notices to Customer are to be addressed to the individual identified in the Order Form. 12. 8. Waiver; Cumulative Remedies Severability. No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right. Other than as expressly stated herein, the remedies provided herein are in addition to, and not exclusive of, any other remedies of a party at law or in equity. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement shall remain in effect. 12. 9. Assignment. Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior express written consent of the other party. Notwithstanding the foregoing, Peregrine may assign this Agreement, together with all rights and obligations hereunder, without consent of Customer, in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its stock or assets that relate to this Agreement. Any attempt by a party to assign its rights or obligations under this Agreement in breach of this section shall be void and of no effect. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the parties, their respective successors and permitted assigns. 10 Proprietary and Confidential VPeregrine December 18, 2025 12. 10. Governing Law. This Agreement shall be governed by the laws of Florida. The state courts located in Okaloosa County, FL or the United States District Court for the Northern District of Florida shall have exclusive jurisdiction to adjudicate any dispute arising out of or relating to this Agreement. Each party hereby consents to the exclusive jurisdiction of such courts provided that nothing in this Section 12. 10 prohibits either party from seeking or obtaining in any jurisdiction injunctive or similar relief in connection with the enforcement of this Agreement. 12. 11. Construction. The division of this Agreement into Sections and the insertion of captions and headings are for convenience of reference only and will not affect the construction or interpretation of this Agreement. The terms this Agreement," " hereof," " hereunder" and any similar expressions refer to this Agreement and not to any particular Section or other portion hereof. The parties hereto agree that any rule of construction to the effect that ambiguities are to be resolved against the drafting party will not be applied in the construction or interpretation of this Agreement. As used in this Agreement, the words " include" and " including," and variations thereof, will be deemed to be followed by the words " without limitation" and " discretion" means sole discretion 12. 12. Entire Agreement. This Agreement constitutes the entire agreement between the parties, and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. No modification, amendment, or waiver of any provision of this Agreement shall be effective unless in writing and signed by the party against whom the modification, amendment or waiver is to be asserted. Notwithstanding any language to the contrary therein, no terms or conditions stated in a Customer purchase order or in any other Customer order documentation (excluding the Order Form) shall be incorporated into or form any part of this Agreement, and all such terms or conditions are hereby rejected and shall be null and void. 11 Proprietary and Confidential  Peregrine December 18, 2025 Appendix A: Insurance Peregrine, at its own cost and expense, shall procure the types and amounts of insurance specified herein and maintain that insurance throughout the term of the Agreement. The cost of such insurance shall be included in the Peregrine' s bid or proposal. Peregrine shall be fully responsible for the acts and omissions of its subcontractors or other agents. Workers' Compensation. Peregrine shall, at its sole cost and expense, maintain Statutory Workers' Compensation Insurance and Employer' s Liability Insurance for any and all persons employed directly or indirectly by