COMMONWEALTH OF VIRGINIA

STANDARD CONTRACT

Contract Number: VTG-707-2018

This contract entered in\o this 29th day of September 2017 by Telezygology, Inc. hereinafter called the "Contractor" and Commonwealth of Virginia, Virginia Polytechnic Institute and St,ite University called "Virginia Tech."

WITNESSETH ihat the Contractor and Virginia Tech, in consideration of the mutual covenants, promises ~nd agreements herein contained, agree as follows:

SCOPE OF CONTRACT: The Contractor shall provide the Intelligent Lockers to Virginia Tech as set forth in the Contract Documents.

PERIOD OF CONTRACT: From September 25, 2017" through September 24, 2020 with two (2) one year renewais.

COMPENSATION AND METHOD OF PAYMENT: The Contractor shall be paid by Virginia Tech in accordance with the Contract Documents.

CONTRACT DOCUMENTS: The Contract Documents shall consist of this signed contract, Request for Proposal (RFP) number 0050926 dated June 16, 2017, together with Addendum Number 1 To RFP dated June 30, 2017 the proposal submitted by the Contractor dated July 12, 2017 and Virginia Tech's letter dated July 27, 2017 and ·the ·Contractor's. letter dated August 1, 2017, arid Virginia Tech's lell!:lr dated August 16, 2017 and the Contractor's letter dated August 22, 2017, ·and Attachment A EULA agreement, all of which ·Contract Documents .are incorporated· herein. In the event there is a dispute on terms and conditions, Attachment A EULA terms shall. prevail.

In WITNESS WHEREOF, the parties have caused this Contract.to be duly executed intending to be bound thereby.

Contractor By:

Virginia Tech. ~ =9x By: --t} ~ (X) . ,

W\/'IN~ '11i'el£2..'(bol.0€i Y (NL

Oirector of Procurement

lll Virginia Tech

Request for Proposal #0050926

For

Intelligent Lockers Pilot Program

June 16, 2017 Note: This public body does not discriminate against faith-based organizations in accordance with the Code of Virginia, § 2.2-4343.1 or against a bidder or offeror because of race, religion, color, sex, national origin, age, disability, or any other basis prohibited by state law relating to discrimination in employment.

RFP#0050926

GENERAL INFORMATION FORM

QUESTIONS: All inquiries for information regarding this solicitation should be directed to: Benny Snuffer, Buyer/Senior, Contracts Officer, Phone: (540) 231-5557 e-mail: bnuffer@vt.edu

DUE DATE: Proposals will be received until July 12, 2017 at 3:00 PM. Failure to submit proposals to the correct location by the designated date and hour will result in disqualification.

ADDRESS: Proposals should be mailed or hand delivered to: Virginia Polytechnic Institute and State University (Virginia Tech), Procurement Department (MC 0333) North End Center, Suite 2100, 300 Turner Street NW, Blacksburg, Virginia 24061. Reference the due date and hour, and RFP Number in the lower left corner of the return envelope or package.

Please note that USPS is delivered to a central location and is not delivered directly to Procurement. Allow extra time ifsending proposal via USPS. It is the vendor's responsibility to ensure proposals are received in the Procurement office at the appropriate date and time for consideration. See section IX, Preproposal Conference for additional information.

TYPE OF BUSINESS: (Please check all applicable classifications). If your classification is certified by the Virginia Department of Small Business and Supplier Diversity (SBSD), provide your certification number: For assistance with SWaM certification, visit the SBSD website at http://sbsd.virginia.gov/.

Large

Small business - An independently owned and operated business which, together with affiliates, has 250 or fewer employees .or average annual gross receipts of $1 O million or less averaged over the previous three years. Commonwealth of Virginia Department of Small Business and Supplier Diversity (SBSD) certified women-owned and minority-owned business shall also be considered small business when they have received SBSD small business certification.

Women-owned business - A business concern that is at least 51 % owned by one or more women who are U. S. citizens or legal resident aliens, or in the case of a corporation, partnership, or limited liability company or other entity, at least 51 % of the equity ownership interest is owned by one or more women who are citizens of the United States or non-citizens who are in full compliance with the United States immigration law, and both the management and daily business operations are controlled by one or more women who are U. S. citizens or legal resident aliens.

Minority-owned business - A business concern that is at least 51 % owned by one or more minority individuals (see Section 2.2-1401, Code of Virginia) or in the case of a corporation, partnership, or limited liability company or other entity, at least 51 % of the equity ownership interest in the corporation, partnership, or limited liability company or other entity is owned .by one or more minority individuals and both the management and daily business operations are controlled by one or more minority individuals.

COMPANY INFORMATION/SIGNATURE: In compliance with this Request For Proposal and to all the conditions imposed therein and hereby incorporated by reference, the undersigned offers and agrees to furnish the goods or services in accordance with the attached signed proposal and as mutually agreed upon by subsequent negotiation.

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FULL LEGAL NAME (PRINT) FEDERAL TAXPAYER NUMBER (ID#) (Company name as it appears with your Federal Taxpayer Number)

BUSINESS NAME/OBA NAME/TA NAME BILLING NAME (If different than the Full Legal Name) (Company name as it appears on your invoice)

PURCHASE ORDER ADDRESS PAYMENT ADDRESS

CONTACT NAME/TITLE (PRINT) E-MAIL ADDRESS

TELEPHONE TOLL FREE TELEPHONE FAX NUMBER TO NUMBER NUMBER RECEIVE

E-PROCUREMENT ORDERS

Is any member of the firm an employee of the Commonwealth of Virginia who has a personal interest in this contract pursuant to the Code of Virginia, 2.2-3102 - 3112 YES NO ____ _

SIGNATURE _______________ Date:------------(IN INK)

04/24/2017

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I. PURPOSE:

The purpose of this Request for Proposal (RFP) is to solicit proposals to establish a contract through competitive negotiations for Intelligent Locker System for Mail Services by Virginia Polytechnic Institute and State University (Virginia Tech}, an agency of the Commonwealth of Virginia.

II. CONTRACT PERIOD:

The term of this contract is for 3 years, or as negotiated. There will be an option for 2 one year renewals, or as negotiated.

Ill. BACKGROUND: Virginia Tech (VT) is a land-grant instituiton founded in 1872. It is ranked in the top fifty research universities in the United States, with annual research expenditures of about $170 million. More than 25,000 students pursue 170 degree and postgraduate certificate programs through the University's eight colleges and graduate school. The Virginia Cooperative Extension, operated jointly in the commonwealth by Virginia Tech and Virginia State University, has more than 107 offices and 160 programs. More information about VT can be found atwww.vt.edu.

Mail Services is responsible for collecting and distributing letters and packages for university departments and residential students at Virginia Tech. We currently process all residential student USPS packages at a campus mail facility, and for packages that will not fit in a student mailbox, the packages are housed at the facility until a student can retrieve it.

Mail Services seeks proposals for an automated mail and package distribution system in a campus residential area with intelligent lockers, automated administrative functions, and a remote user interface notification system via email and text alerts. This locker bank will be located outdoors. Approximate size of the installation area will be 20ft by 6ft (concrete pad), or 77 to 80 lockers. Purchase to include: roof canopy, lockers, all computer equipment and computer interface including software, software agreement, installation, training and product support.

NOTE: Touchscreens and keypads may be needed for this location.

The intent is for the intelligent lockers to be in place and fully functioning by mid-August 2017 to coincide with the start of the fall semester.

IV. EVA BUSINESS-TO-GOVERNMENT ELECTRONIC PROCUREMENT SYSTEM:

The eVA Internet electronic procurement solution streamlines and automates government purchasing activities within the Commonwealth of Virginia. Virginia Tech, and other state agencies and institutions, have been directed by the Governor to maximize the use of this system in the procurement of goods and services. We are, therefore, requesting that your firm register as a vendor within the eVA system.

There are transaction fees involved with the use of eVA. These fees must be considered in the provision of quotes, bids and price proposals offered to Virginia Tech. Failure to register within the eVA system may result in the quote, bid or proposal from your firm being rejected and the award made to another vendor who is registered in the eVA system.

Registration in the eVA system is accomplished on-line. Your firm must provide the necessary information. Please visit the eVA website portal at http://www.eva.virginia.gov/pages/eva­registration-buyer-vendor.htm and register both with eVA and Ariba. This process needs to be completed before Virginia Tech can issue your firm a Purchase Order or contract. If your firm

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conducts business from multiple geographic locations, please register these locations in your initial registration.

For registration and technical assistance, reference the eVA website at: http://www.eva.virginia.gov, or call 866-289-7367 or 804-371-2525.

V. CONTRACT PARTICIPATION:

It is the intent of this solicitation and resulting contract to allow for cooperative procurement. Accordingly, any public body, public or private health or educational institutions, or Virginia Tech's affiliated corporations and/or partnerships may access any resulting contract if authorized by the contractor.

Participation in this cooperative procurement is strictly voluntary. If authorized by the Contractor, the resultant contract may be extended to the entities indicated above to purchase at contract prices in accordance with contract terms. The Contractor shall notify Virginia Tech in writing of any such entities accessing the contract, if requested. No modification of this contract or execution of a separate contract is required. to participate. The Contractor will provide semi-annual usage reports for all entities accessing the Contract, as requested. Participating entities shall place their own orders directly with the Contractor and shall fully and independently administer their use of the contract to include contractual disputes, invoicing and payments without direct administration from Virginia Tech. Virginia Tech shall not be held liable for any costs or damages incurred by any other participating entity as a result of any authorization by the Contractor to extend the contract. It is understood and agreed that Virginia Tech is not responsible for the acts,or omissions of any entity, and will not be considered in default of the contract no matter the circumstances.

Use of this contract does not preclude any participating entity from using other contracts or competitive processes as the need may be.

VI. STATEMENT OF NEEDS:

A. The contractor shall provide answers to all items in Attachment C with a clear "Yes" or "No" response. If the response is "No" or further clarification is needed, please explain. Not responding to the checklist may be cause for a proposal to be rejected.

VII. PROPOSAL PREPARATION AND SUBMISSION:

A. General Requirements

1. RFP Response: In order to be considered for selection, Offerors must submit a complete response to this RFP. One original and Eight copies of each proposal must be submitted to:

Virginia Polytechnic Institute and State University (Virginia Tech) Procurement Department (MC 0333)

North End Center, Suite 2100 300 Turner Street NW Blacksburg, Virginia 24061

Reference the Due Date and Hour, and RFP Number in the lower left hand corner of the return envelope or package.

No other distribution of the proposals shall be made by the Offerer.

2. Proposal Preparation:

a. Proposals shall be signed by an authorized representative of the Offerer. All information requested should be submitted. Failure to submit all information requested may result in Virginia Tech requiring prompt submission of missing information and/or giving a lowered evaluation of the proposal. Proposals which are substantially incomplete or lack key information may be rejected by Virginia Tech at its discretion. Mandatory requirements are those required by law or regulation or are such that they cannot be waived and are not subject to negotiation.

b. Proposals should be prepared simply and economically providing a straightforward, concise description of capabilities to satisfy the requirements of the RFP. Emphasis should be on completeness and clarity of content.

c. Proposals should be organized in the order in which the requirements are presented in the RFP. All pages of the proposal should be numbered. Each paragraph in the proposal should reference the paragraph number of the corresponding section of the RFP. It is also helpful to cite the paragraph number, subletter, and repeat the text of the requirement as it appears in the RFP. If a response covers more than one page, the paragraph number and subletter should be repeated at the top of the next page. The proposal should contain a table of contents which cross references the RFP requirements. Information which the offerer desires to present that does not fall within any of the requirements of the RFP should be inserted at an appropriate place or be attached at the end of the proposal and designated as additional material. Proposals that are not organized in this manner risk elimination from consideration if the evaluators are unable to find where the RFP requirements are specifically addressed.

d. Each copy of the proposal should be bound in a single volume where practical. All documentation submitted with the proposal should be bound in that single volume.

e. Ownership of all data, material and documentation originated and prepared for Virginia Tech pursuant to the RFP shall belong exclusively to Virginia Tech and be subject to public inspection in accordance with the Virginia Freedom of Information Act. Trade secrets or proprietary information submitted by an Offerer shall not be subject to public disclosure under the Virginia Freedom of Information Act. However, to preverit disclosure the Offerer must invoke the protections of Section 2.2-4342F of the Code of Virginia, in writing, either before or at the time the data or other materials is submitted. The written request must specifically identify the data or other materials to be protected and state the reasons why protection is necessary. The proprietary or trade secret material submitted must be identified by some distinct method such as highlighting or underlining and must indicate only the specific words, figures, or paragraphs that constitute trade secret or proprietary information. The classification of an entire proposal document, line item prices and/or total proposal prices as proprietary or trade secrets is not acceptable and may result in rejection of the proposal.

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3. Oral Presentation: Offerors who submit a proposal in response to this RFP may be required to give an oral presentation of their proposal to Virginia Tech. This will provide an opportunity for the Offeror to clarify or elaborate on the proposal but will in no way change the original proposal. Virginia Tech will schedule the time and location of these presentations. Oral presentations are an option of Virginia Tech and may not be conducted. Therefore, proposals should be complete.

B. Specific Requirements

Proposals should be as thorough and detailed as possible so that Virginia Tech may properly evaluate your capabilities to provide the required goods or services. Offerors are required to submit the following information/items as a complete proposal:

1. Quality of products and services offered and suitability for the intended purposes.

2. Qualifications and experience of Offeror in providing goods and services.

3. Specific plan or methodology to be used to provide the goods and services.

4. Cost ( or price)

5. Participation of Small, Women°owned and Minority-owned Business (SWAM) Business:

If your business can not be classified as SWaM, describe your plan for utilizing SWaM subcontractors if awarded a contract. Describe your ability to provide reporting on SWaM subcontracting spend when requested. If your firm or any business that you plan to subcontract with can be ciassified as SWaM, but has not been certified by the Virginia Department of Small Business and Supplier Diversity (SBSD), it is expected that the certification process will be initiated no later than the time of the award. If your firm is currently certified, you agree to maintain your certification for the life of the contract. For assistance with SWaM certification, visit the SBSD website at http://www.sbsd.virqinia.gov/

6. The return of the General Information Form and addenda, if any, signed and filled out as required.

VIII. SELECTION CRITERIA AND AWARD:

A. Selection Criteria

Proposals will be evaluated by Virginia Tech using the following:

Criteria

1. Quality of products/services offered and suitability for the intended purposes

2. Qualifications and experiences of Offeror in providing the goods/services

3. Specific plans or methodology to be used to provide the Services

4. Cost (or Price) Vendor must provide thorough pricing.

Maximum Point Value

25

20

20

25 7

5. Participation of Small, Women-Owned and Minority 10 (SWAM) Business

Total 100

B. Award (Single)

Selection shall be made of two or more offerers deemed to be fully qualified and best suited among those submitting proposals on the basis of the evaluation factors included in the Request for Proposal, including price, if so stated in the Request for Proposal. Negotiations shall then be conducted with the offerers so selected. Price shall be considered, but need not be the sole determining factor. After negotiations have been conducted with each offerer so selected, Virginia Tech shall select the offerer which, in its opinion, has made the best proposal, and shall award the contract to that offerer. Virginia Tech may cancel this Request for Proposal or reject proposals at any time prior to an award. Should Virginia Tech determine in writing and in its sole discretion that only one offerer has made the best proposal, a contract may be negotiated and awarded to that offerer. The award document will be a contract incorporating by reference all the requirements, terms and conditions of this solicitation and the Contractor's proposal as negotiated. See Attachment B for sample contract form.

Virginia Tech reserves the right to award multiple contracts as a result of this solicitation.

IX. OPTIONAL PRE-PROPOSAL CONFERENCE:

An optional pre-proposal conference will be held on June 28, 2017 at 1 O:OOAM in North End Center. The purpose of this conference is to allow potential Offerers an opportunity to present questions and obtain clarification relative to any facet of this solicitation.

While attendance at this conference will not be a prerequisite to submitting a proposal, offerers who intend to submit a proposal are encouraged to attend.

Bring a copy of this solicitation with you. Any changes resulting from this conference will be issued in a written addendum to this solicitation.

It is strongly recommended that you obtain a Virginia Tech parking permit for display on your vehicle prior to attending the conference. Parking permits are available from the Virginia Tech Parking Services Department located at 605 Research Center Drive, phone: (540) 231-3200, e-mail: parking@vt.edu.

X. INQUIRIES:

All inquiries concerning this solicitation should be submitted in writing via email, citing the particular RFP section and paragraph number. All inquiries will be answered in the form of an addendum. Inquiries must be submitted to the procurement officer identified in this solicitation.

XI. INVOICES:

Invoices for goods or services provided under any contract resulting from this solicitation shall be submitted by email to vtinvoices@vt.edu or by mail to:

Virginia Polytechnic Institute and State Uhiversity (Virginia Tech) Accounts Payable

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North End Center, Suite 3300 300 Turner Street NW Blacksburg, Virginia 24061

XII. METHOD OF PAYMENT:

Virginia Tech will authorize payment to the contractor as negotiated in any resulting contract from the aforementioned Request for Proposal.

Payment can be expedited through the use of the Wells One AP Control Payment System. Virginia Tech strongly encourages participation in this program. For more information on this program please refer to Virginia Tech's Procurement website: http://www.procurement.vt.edu/vendor/wellsone.html or contact the procurement officer identified in the RFP.

XIII. ADDENDUM:

Any ADDENDUM issued for this solicitation may be accessed at http://www.apps.vpfin.vt.edu/html.docs/bids.php. Since a paper copy of the addendum will not be mailed to you, we encourage you to check the web site regularly.

XIV. COMMUNICATIONS:

Communications regarding this solicitation shall be formal from the date of issue, until either a Contractor has been selected or the Procurement Department rejects all proposals. Formal communications will be directed to the procurement officer listed on this solicitation. Informal communications, including but not limited to request for information, comments or speculations regarding this solicitation to any University employee other than a Procurement Department representative may result in the offending Offeror's proposal being rejected.

XV. CONTROLLING VERSION OF SOLICITATION:

The PDF version of the solicitation and any addenda issued by Virginia Tech Procurement Services is the mandatory controlling version of the document. Any modification of/or additions to the solicitation by the Offeror shall not modify the official version of the solicitation issued by Virginia Tech Procurement Services. Such modifications or additions to the solicitation by the Offeror may be cause for rejection of the proposal; however, Virginia Tech reserves the right to decide, on a case by case basis, in its sole discretion, whether to reject such a proposal.

XVI. TERMS AND CONDITIONS:

This solicitation and any resulting contract/purchase order shall be governed by the attached terms and conditions, see Attachment A.

XVII. CONTRACT ADMINISTRATION:

A. Ginny McCoy, Associate Director of Mail Services, Campus Mail Center at Virginia Tech or their designee, shall be identified as the Contract Administrator and shall use all powers under the contract to enforce its faithful performance.

8. The Contract Administrator, or their designee, shall determine the amount, quantity, acceptability, fitness of all aspects of the services and shall decide all other questions in connection with the services. The Contract Administrator, or their designee, shall not have authority to approve changes in the services which alter the concept or which call for an

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extension of time for this contract. Any modifications made must be authorized by the Virginia Tech Procurement Department through a written amendment to the contract.

XVIII. ATTACHMENTS:

Attachment A - Terms and Conditions Attachment B - Sample of Standard Contract Form Attachment C- Intelligent Lockers Specifications and Conditions.

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ATTACHMENT A

TERMS AND CONDITIONS

RFP GENERAL TERMS AND CONDITIONS

http://www.procurement.vt.edu/content/dam/procurement vt edu/docs/terms/GTC RFP 01012016.pdf

ADDITIONAL TERMS AND CONDITIONS

A. ADDITIONAL GOODS AND SERVICES: The University may acquire other goods.or services that the supplier provides than those specifically solicited. The University reserves the right, subject to mutual agreement, for the Contractor to provide additional goods and/or services under the same pricing, terms and conditions and to make modifications or enhancements to the existing goods and services. Such additional goods and services may include other products, components, accessories, subsystems, or related services newly introduced during the term of the Agreement.

B. AUDIT: The Contractor hereby agrees to retain all books, records, and other documents. relative to this contract for five (5) years after final payment, or until audited by the Commonwealth of Virginia, whichever is sooner. Virginia Tech, its authorized agents, and/or the State auditors shall have full access and the right to examine any of said materials during said period.

C. AVAILABILITY OF FUNDS: It is understood and agreed between the parties herein that Virginia Tech shall be bound hereunder only to the extent of the funds available or which may hereafter become available for the purpose of this agreement.

D. CANCELLATION OF CONTRACT: Virginia Tech reserves the right to cancel and terminate any resulting contract, in part or in whole, without penalty, upon 60 days written notice to the Contractor. In the event the initial contract period is for more than 12 months, the resulting contract may be terminated by either party, without penalty, after the initial 12 months of the contract period upon 60 days written notice to the other party. Any contract cancellation notice shall not relieve the Contractor of the obligation to deliver and/or perform on all outstanding orders issued prior to the effective date of cancellation.

E. CONTRACT DOCUMENTS: The contract entered into by the parties shall consist of the Request for Proposal including all modifications thereof, the proposal submitted by the Contractor, the written results of negotiations, the Commonwealth Standard Contract Form, all of which shall be referred to collectively as the Contract Documents.

F. IDENTIFICATION OF BID/PROPOSAL ENVELOPE: The signed bid or proposal should be returned in a separate envelope or package and identified as follows:

From:------------------------------Name of Bidder or Offerer Due Date Time Due

Street or Box No. Solicitation Number

City, State, Zip Code Solicitation Title

Name of Procurement Officer:----------------------

II

The envelope should be addressed to:

VIRGINIA POLYTECHNIC INSTITUTE AND STATE UNIVERSITY (Virginia Tech) Procurement Department (MC 0333) North End Center, Suite 2100 300 Turner Street NW Blacksburg, Virginia 24061

The offeror takes the risk that if the envelope is not marked as described above, it may be inadvertently opened and the information compromised, which niay cause the proposal to be disqualified. Bids or Proposals may be hand delivered to the design.ited location in the office issuing the solicitation. No other correspondence or other bids/proposals should be placed in the envelope.

G. NOTICES: Any notices to be given by either party to the other pursuant to any contract resulting from this solicitation shall be in writing, hand delivered or mailed to the address of the respective party at the following address

If to Contractor: Attention:

If to Virginia Tech:

Address Shown On RFP Cover Page Name Of Person Signing RFP

Virginia Polytechnic Institute and State University (Virginia Tech) Attn: Robert B. Snuffer, Buyer Senior/Contracts Officer Procurement Department (MC 0333) North End Center, Suite 2100 300 Turner Street NW Blacksburg, Virginia 24061

and

Virginia Polytechnic Institute and State University (Virginia Tech) Attn: Ginny McCoy, Associate Director Mail Services (0337)

Mail Services, Blacksburg Square 1425 South Main Street Blacksburg, VA 24061

H. SEVERAL LIABILITY: Virginia Tech will be severally liable to the extent of its purchases made against any contract resulting from this solicitation. Applicable entities described herein will be severally liable to the extent of their purchases made against any contract resulting from this solicitation.

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SPECIAL TERMS AND CONDITIONS

1. ADVERTISING: In the event a contract is awarded for supplies, equipment, or services resulting from this solicitation, no indication of such sales or services to Virginia Tech will be used in product literature or advertising. The contractor shall not state in any of the advertising or product literature that the Commonwealth of Virginia or any agency or institution of the Commonwealth has purchased or uses its products or services.

2. CANCELLATION OF CONTRACT: Virginia Tech reserves the right to cancel and terminate any resulting contract, in part or in whole, without penalty, upon 60 days written notice to the contractor. In the event the initial contract period is for more than 12 months, the resulting contract may be terminated by either party, without penalty, after the initial 12 months of the contract period upon 60 days written notice to the other party. Any contract cancellation notice shall not relieve the contractor of the obligation to deliver and/or perform on all outstanding orders issued prior to the effective date of cancellation.

3. ELECTRICAL INSTALLATION: All equipment/material shall-conform to the latest issue of all applicable standards as established by National Electrical Manufacturer's Association (NEMA), American National Standards Institute (ANSI), and Underwriters' Laboratories, Incorporated (UL) or other Nationally Recognized Testing Laboratories (NRTL) currently listed with the US Department of Labor. All equipment and material, for which there are NEMA, ANSI, UL or other NRTL standards and listings, shall-bear the appropriate label of approval for use intended.

4. FINAL INSPECTION: At the conclusion of the work, the contractor shall demonstrate to the authorized owner's representatives that the work is fully operational and in compliance with contract specifications and codes. Any deficiencies shall be promptly and permanently corrected by the contractor at the contractor's sole expense prior to final acceptance of the work.

5. INSTALLATION: All items must be assembled and set in place, ready for use. All crating and other debris must be removed from the premises.

6. INSURANCE: By signing and submitting a Proposal/Bid under this solicitation, the offeror/bidder certifies that if awarded the contract, it will have .the following insurance coverages at the time the work commences. Additionally, it will maintain these during the entire term of the contract and that all insurance coverages will be provided by insurance companies authorized to sell insurance in Virginia by the Virginia State Corporation Commission. During the period of the contract, Virginia Tech reserves the right to require the contractor to furnish certificates of insurance for the coverage required. INSURANCE COVERAGES AND LIMITS REQUIRED:

A. Worker's Compensation - Statutory requirements and benefits. B. Employers Liability- $100,000.00 C. General Liability - $1,000,000.00 combined single limit. Virginia Tech and the

Commonwealth of Virginia shall be named as an additional insured with respect to goods/services being procured. This coverage is to include Premises/Operations Liability, Products and Completed Operations Coverage, Independent Contractor's Liability, Owner's and Contractor's Protective Liability and Personal Injury Liability.

D. Automobile Liability - $500,000.00

F. The contractor agrees to be responsible for, indemnify, defend and hold harmless Virginia Tech, its officers, agents and employees from the payment of all sums of money by reason of any claim against them arising out of any and all occurrences resulting in bodily or mental injury or property damage that may happen to occur in connection with and during the performance of the contract, including but not limited to claims under the Worker's Compe·nsation Act. The contractor agrees that it will, at all times, after the completion of the. work, be responsible for, indemnify, defend and hold harmless Virginia Tech, its officers, agents and employees from all liabilities resulting from bodily or mental injury or property damage directly or indirectly arising out of the performance or nonperformance of the contract.

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7. REFERENCES: Offerers/Bidders shall provide a list of at least three (3) references where similar goods and/or services have been provided. Each reference shall include the name of the organization, the complete mailing address, the name of the contact person and telephone number.

ORGANIZATION CONTACT PERSON

1.

2.

3.

ADDRESS TELEPHONE

8. WARRANTY (COMMERCIAL): The contractor agrees that the supplies or services furnished under any award resulting from this solicitation shall be covered by the most favorable commercial warranties the contractor gives any customer for such supplies or services and that the rights and remedies provided therein are in .addition to and do not limit those available to Virginia Tech by any other clause of this solicitation. A copy of this warranty must be furnished with the Proposal/Bid.

9. WORK SITE DAMAGES: Any damage to existing utilities, equipment or finished surfaces resulting from the performance of this contract shall be repaired to the Owner's satisfaction at the contractor's expense.

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ATTACHMENT C

SAMPLE CONTRACT FORM

Contract Number:

Standard Contract form for reference only Offerers do not need to fill in this form

COMMONWEAL TH OF VIRGINIA STANDARD CONTRACT

----------

This contract entered into this __ day of 20_, by , hereinafter called the "Contractor'' and Commonwealth of Virginia, Virginia Polytechnic Institute and State University called "Virginia Tech".

WITNESSETH that the Contractor and Virginia Tech, in consideration of the mutual covenants, promises and agreements herein contained, agrees as follows:

SCOPE OF CONTRACT: The Contractor shall provide the ______ to Virginia Tech as set forth in the Contract Documents.

PERIOD OF CONTRACT: From ___________ through----------

COMPENSATION AND METHOD OF PAYMENT: The Contractor shall be paid by Virginia Tech in accordance with the contract documents.

CONTRACT DOCUMENT: The Contract Documents shall consist of this signed contract, Request For Proposal Number dated , together with all written modifications thereof and the proposal submitted by the Contractor dated and the Contractor's letter dated , all of which Contract Documents are incorporated herein.

In WITNESS WHEREOF, the parties have caused this Contract to be duly executed intending to be bound thereby.

Contractor: Virginia Tech

By: ______________ _

Title:---------------

By:--------------­

Title: ---------------

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Attachment C Intelligent Locker specifications and conditions

Vendor must indicate on each item in the specifications below whether their product meets that particular specification by indicating Yes or No. 1) Intelligent Parcel Locker System Capabilities

a) System must ensure the parcel delivery process is completely secure and traceable with full audit trail accountability.

b) The system must show the following information: i) Packages by barcode and addressee received with time and date. ii) Packages by barcode and addressee delivered with time and date. iii) Packages in each locker at 3 p.m. EST each day and 7 a.m. EST. An email must be

sent to Postal Services personnel, so they are then able to see how many parcels can be loaded in the morning and before leaving in the afternoon.

iv) System must show usage data that shows how long packages were in the box when delivered.

c) System must be accessible and allow our staff from the Owens Hall location to view the locker system status and available lockers.

d) System must have the capability /option of web based reporting system that could be interface with existing parcel tracking systems. Virginia Techs current system is SendSuite.

e) System must notify students and faculty by email and SMS or use of an APP with the time the parcel is dropped-off in the locker system.

f) System must reset the PIN number after each opening and closing of the locker door. g) System must provide notification when parcel has been delivered in order for the locker

to be used again. h) System must allow personnel to designate the appropriate size of the locker to be used to

reduce using large boxes for small parcels. i) System must allow reassignment to different sized locker if all items do not fit. j) System must offer the students unprecedented convenience to pick up their packages at

any time by simply entering a secure PIN code and scanning and ID card with a magnetic track on card into the system.

k) System must have the capability to eliminate the traditional need for a time-specific physical transaction and direct human support on the delivery to each customer.

I) System must have the capability to eliminate the manual logging and delivery of parcels by the postal services staff.

m) Students will have ability to access their locker via pin code and card reader.

2) Hardware Configuration: The System shall be a secure intelligent locker system, comprising metal lockers, electro-mechanical locks and a kiosk style interface with the following hardware: a) Computer based system and touch screen with handheld or mounted barcode scanner to

receipt for and process the parcels. b) Kiosk will have at least a 15"flat panel touchscreen. c) Industrial PC to run the locker software application, a local database and synchronization

services, and device management. d) Fixed 20 and 3D with CMOS sensor reader embedded into the kiosk for use in both

delivery and collection of packages. e) Battery-backed power supply for protection, power conditioning and short-term

interruption continuity. Must be able to operate for 36 hours.

16

f) Heating and ventilation system within the kiosk to manage temperature control and airflow

3) Locker Construction - The locker system must be designed fit for purpose in an external environment exposed to the elements. a) Locker Columns must be supported on a levelling plinth comprising a fully welded mild

steel structural platform with a hot dip galvanized coating. Stainless steel trims must be used to dress the structural platform on all exterior faces. The plinth must be bolted to a supporting sub-structure via suitable anchors in accordance with engineering recommendations. The levelling plinth must be able to accommodate at least 2" of height adjustability through multiple independent heavy-duty levelling feet.

b) Locker Columns must be constructed from folded electro-galvanized sheet steel with a powder coated finish and a special anti-graffiti coating. Locker shelves must also be constructed from folded electro-galvanized sheet steel with a similar powder coated finish. Shelves will be riveted to the wall section. The interior of the lockers must be free from any protruding hinges, screws or locks that could affect the interior volume of the lockers.

c) Locker doors must be constructed of powder coated electro-galvanized sheet steel. Doors must have welded and ground corners for water resistance and structural strength. Doors must incorporate a floating locking stud attached to the inner surface of the door. Doors must be fitted with pin hinges and shall be able to be opened to 110 degrees. The door must open to between 5 and 10 degrees when unlocked. Doors must also have a back-lit number plate for identification purposes with a 'WHITE' LED status indication to signal when the locker is in the open state.

d) The locker must have a roof canopy over the central kiosk column. The roof canopy shall be an integrated structural platform with fully welded structural steel uprights to frame the roof. All metalwork shall be hot dip galvanized for corrosion protection. The canopy must comprise sandwich panels of insulation foam and steel facing sheets with fascia and capping sections made of folded sheet steel.

4) Locker Performance: a) The locker bank must be able to meet the following structural loading: Snow loading;851b/

sq. ft. and Wind loading: 90 mph b) Must meet IP4X specification. c) Must meet IPX3 specification. d) Must function properly in sub-zero climate. e) Operating temperature range of electronic components shall be OF to 120F f) Operating humidity range of electronic components shall be 0% to 100% g) Doors must continue to function normally after 10,000 open/ close cycles. h) Locked doors must withstand a pull load of 250 Pounds and not deform more than 1/8"

when the force is applied. i) The front exposed surfaces of the lockers and any coatings must not crack, chip, break,

dent (more than 1/16 inch in depth) or be deformed visibly by a hard steel 2-pound ball with a %" spherical radius dropped from a height of 6 inches.

j) Required force to open / close an unlocked door must be between 1 to 5 pounds. k) Shelves must not demonstrate any permanent deformation when loaded with a minimum

of 70 pounds. I) The locker must resist tampering using basic hand tools for a period not to exceed 3

minutes for each tool tested.

17

5) The locker must be finished in a durable exterior powder coat that is chemically resistant to allow the simple and rapid removal of most forms of graffiti. a) The coating must offer a high level of scratch and abrasion resistance b) The coating must enable easy cleaning using common solvents without causing dullness

or damage to the finished coating. c) The coating must meet the following minimum criteria:

i) Salt Spray: 35°C, 5% NaCl spray - Pass at 1000 hrs ii) Pencil Hardness: > 2H iii) Temperature Resistance: Pass at 1 hour (boiled) iv) Acid Resistance: Immerse 5% H2S04 - Pass at 300 hrs v) Base Resistance: Immerse 5% Na2C03 - Pass at 300 hrs

6) Locker Configuration and Sizes a) The locker bank must comprise no less than 77 Locker Units b) Lockers must comprise a mix of locker sizes in the following percentage splits

i) Extra Small 40% ii) Small 40% iii) Medium 15% iv) Extra Large 5%

c) Minimum internal locker sizes must be as follows: i) Extra Small 4.5" high ii) Small 1 O" high iii) Medium 16" high iv) Extra Large 33" high

d) Lockers must have a minimum internal width of 16.5" and a minimum internal depth of 22.

7) Locker Sizes and Dimensions: System will have four different parcel box sizes: extra small, small, medium, and large. a) Width:

i) All boxes will be of a standard width regardless of height. ii) Internal width of at least 12.5 inches and no larger than 14 inches (to accommodate

most USPS flat rate parcels). iii) External width of no more than 17 inches to allow a maximum configuration of the

intended space.

b) Depth: i) All boxes will have a standard depth of 22-24 inches internal depth and 24-46 inches

external depth. c) Height

i) Extra Small Boxes: Internal Opening - 4.5' to 5 inches ii) Small Boxes: Internal Opening - 5.25 to 6 inches iii) Medium Boxes: Internal Opening - 10.25 to 11 inches iv) Large Boxes: Internal Opening - 16.25 to 17 inches

d) Bidders, provide dimensions of: i) extra small boxes:. ________ _ ii) small boxes: __________ _ iii) medium boxes: __________ _ iv) large boxes: _________ _

18

8) Communications Requirements are to be determined; however, please provide capability for integration for the following: a) Devices must communicate through provided Ethernet connection. b) Must operate on 1Pv4 and 1Pv6. c) Email infrastructure.

9) Locker Functionality: Tlie system must run application software, which would enable at a minimum the following functions: a) Drop off of packages by mailroom delivery staff:

i) Must search the system for students by ID or name using the touch screen keyboard. ii) Must select a suitable locker size from available lockers to suit the package size. iii) Must scan the package consignment number barcode or enter it using a touch screen

keyboard if the barcode is damaged or not scannable. iv) Must scan barcode, including package number, package size and student information,

extract delivery information and the bypass steps above to speed up the drop off process and minimize user interaction with the screen.

v) Must re-open a selected locker prior to confirming a successful delivery. vi) Must up-size the locker if the package does not fit in the selected locker size. vii) Must flag faulty or dirty lockers and take them out of service until resolved and brought

back into service. viii)Must allocate a locker as shared for non-accountable packages, where there is no

requirement for package tracking. b) Collection of packages by Students using a PIN code, barcode or via a Student ID Card

with a magnetic tracker on card: i) Must display the locker bank layout on screen during package collection to allow the

student to find the locker. ii) Must display a visual guide for students during the package collection via a help

button. c) Recovery of packages by mailroom administrative staff:

i) Must collect expired packages for transfer to the mailroom to make the locker available for new deliveries.

ii) Must to take lockers out-of-service or to make out-of-service lockers available for package drop off.

iii) Must generate administrative reports at the locker bank. iv) Must log all transactions at the locker bank for auditing purposes.

d) Pushed alert notifications to remind Students to collect packages from the locker via SMS/email alerts or the use of an APP:

i) Must send email notification reminders. ii) Must notify Students or mail room staff to recover packages from the locker.

e) Must set an expiry policy for students to limit number of days that a package can be kept in the locker bank, including the ability to extend this time automatically if it overlaps weekends.

f) Must auto logout an authenticated user based on a configurable time-out. g) Kiosk screen must blank or offer a moving screen saver. h) Must monitor the status of the locker remotely through a centralized management system

with reporting dashboard: i) Must generate reports and export data as required. Reports must provide data and

analysis of system utilization.

19

ii) Must have a central view on package information in the locker including recipient, package number, drop off time, expiry date with ability to search, filter and sort packages.

iii) Must display transaction history of a package in a chronological order. iv) Must generate alert notifications for System admins and mailroom supervisors in case

of failure in system operation. v) Must integrate with Track and Trace systems, validate package and update package

statuses to complete chain of custody in delivery. vi) Must view and update the list of students, and authorized delivery and service recovery

agents. vii) Must integrate with university enterprise systems (Banner) to manage current students

and their affiliations. viii)Must define role-based user access level to options in the central portal. ix) Must to activate/deactivate users in a system. x) Must integrate with standard E0 mail servers and send email and /or text message to

recipient. i) Locker kiosks must work offline in the event of a connection outage from the centralized

locker management system. The locker bank must synchronize data back to the central database for reporting and auditing purposes.

j) All data must be encrypted in transit and at rest to an acceptable standard approved by Virginia Polytechnic Institute and State University.

1 O)Vendor must agree to the Virginia Polytechnic Institute and State University acceptable use guidelines (https://www.vt.edu/about/acceptable-use.html).

11)Vendor's responsibility to ensure full compliance with all university policies and information technology standards (http://www.policies.vt.edu/index.php).

12)System must integrate and users must authenticate via the university's provided single sign­on service (https://www.middleware.vt.edu/ssol).

13) Bid price is to include: a) Shipping/packaging/handling. b) Installation at site. c) Annual maintenance fee .. d) Technical support and system upgrades~ bid response should include specific details. e) Initial training - bid response should include details. f) Separate charge for color options if available. g) Professional labels for each locker. h) Signature pad for parcels requiring signature before delivery.

14)State any additional fees that may be required.

15) Estimated Installation date and timeline for installation.

20

ADDENDUM # 1 TO RFP # 0050926

VIRGINIA POLYTECHNIC INSTITUTE AND STATE UNIVERSITY (Virginia Tech) Procurement Department (MC 0333)

North End Center, Suite 2100

DATE

June 30, 2017

300 Turner Street NW Blacksburg, Virginia 24061

NEW DUE DATE AND HOUR July 17, 2017 3PM

ADDRESS ALL INQUI RIES AND CORRESPONDENCE TO: Robert Snuffer, CPPB, CUPO, Contracts Officer/Buyer Senior E-MAIL ADDRESS: bsnuffer@vt.edu TELEPHONE NUMBER (540) 231-5557 FAX NUMBER (540) 231-9628 AFTER HOUR MESSAGES (540) 231-6221

Intelligent Lockers Pilot Program

1. The following questions have arisen as a result of the aforementioned RFP;

Question 1: Is the contact information for questions noting the wrong e-mail address?

Virginia Tech response: Yes. The e-mail address listed on General Information Form (pg. 2) is incorrect, should be as follows: QUESTIONS: All inquiries for information regarding this solicitation should be directed to: Benny Snuffer, Buyer Senior/Contracts Officer, Phone: (540) 231 -5557 e-mail : bsnuffer@vt.edu

Question 2: Should SAMPLE CONTRACT FORM (pg. 15) be ATTACHMENT B instead of ATTACHMENT C.

Virginia Tech response: Yes, it should be ATTACHMENT B.

Question 3: Can the external lock columns be 21 inches wide instead of 17" wide?

Virginia Tech response: Yes

Question 4: Can the uninterruptable power supply (UPS) that is inside the locker banks operate 60 to 90 minutes:

Virginia Tech response: Yes

Question 5: How many locker banks will be needed

Virginia Tech response: One for this solicitation as this is a pi lot program.

Question 6: Where is the site location?

Virginia Tech response: The location is the Oak Lane Community where several Fraternity's and Sorority's are located on the Virginia Tech Campus.

Question 7: Who will prepare the site for installation?

Virginia Tech response: Virginia Tech will provide a concrete pad with electrical and internet access.

Question 8: Where did Virg inia Tech get the specifications for this RFP?

Virginia Tech response: Virginia Tech visited and collaborated with the following Universities that have issued similar solicitations for this type of equipment , East Tennessee State University, Vanderbilt University, Rutgers University and University of North Carolina Greensboro.

Question 9: Can you please clarify/elaborate on item 9.!.viii, page 19: "Must allocate a locker as shared for non-accountable packages, where there is no requirement for package tracking."

Virginia Tech response: This is if the person has a package that does not have a scanning barcode on it and also if they have two packages and one has a barcode and the other does not.

Question 10: Can you please clarify/elaborate on item 2 d, page 16? "Fixed 20 and 30 with CMOS sensor reader embedded into kiosk for us in both delivery and collection of packages"

Virginia Tech response: This if referring to an optical barcode scanner.

Question 11 : Page 20, item 11, can you please tell us specifically which policies and information technology standard are applicable to the solution being solicited?

Virginia Tech response: In relation to policies, this refers the university's policies, acceptable use, and applicable procedures which can be found here: http://www.polocies.vt.edu/index.php under the 7000 series. The offeror is responsible for compliance and adherence to all .

2. All other terms, conditions and descriptions remain the same.

3. The due date and hour is changed from July 12, 2017 3PM to July 17, 2017 3PM.

FULL LEGAL NAME (PRINT) FEDERAL TAXPAYER NUMBER (ID#) (Company name as it appears with your Federal Taxpayer Number)

BUSINESS NAME/OBA NAME/TA NAME FEDERAL TAXPAYER NUMBER (If different than the Full Legal Name) (If different than ID# above)

BILLING NAME FEDERAL TAXPAYER NUMBER (Company name as it appears on your (If different than ID# above) invoice)

PURCHASE ORDER ADDRESS PAYMENT ADDRESS

CONTACT NAME/TITLE (PRINT) SIGNATURE (IN INK) DATE

E-MAIL ADDRESS TELEPHONE TOLL FREE TELEPHONE FAX NUMBER TO NUMBER NUMBER RECEIVE

E-PROCUREMENT ORDERS

Revised 07/01/2016

INTELLIGENT LOCKER SYSTEM

SUBMISSION FROM TELEZYGOLOGY, INC.

RFP Name: Request for Proposal for Intelligent Locker Pilot Program,

Virginia Polytechnic Institute State University

RFP Number: 0050926

Date: July 2017

Page 11

RFP#0050926

In compliance with this Request For Proposal and to all the conditions imposed therein and hereby incorporated by reference, the undersigned offers and agrees to furnish the goods or services in accordance with the attached signed proposal and as mutually agreed upon by subsequent negotiation.

FULL LEGAL NAME (PRINT) FEDERAL TAXPAYER NUMBER (ID#)

TELEZYGOLOGY, INC.

BUSINESS NAME/DBA NAME/TA NAME BILLING NAME

TELEZYGOLOGY, INC. TELEZYGOLOGY, INC.

PURCHASE ORDER ADDRESS PAYMENT ADDRESS

3 TWIN DOLPHIN DRIVE, SUITE 325 3 TWIN DOLPHIN DRIVE, SUITE 325 REDWOOD CITY CA 94065 REDWOOD CITY CA 94065

CONTACT NAME/TITLE (PRINT) E-MAIL ADDRESS

LEON VAN GENDT L.VANGENDT@TZ.NET

TELEPHONE NUMBER CELLPHONE NUMBER FAX NUMBER TO RECEIVE (650) 644 4470 E-PROCUREMENT ORDERS (650) 649-1781

Is any member of the firm an employee of the Commonwealth of Virginia who has a personal interest in this contract pursuant to the Code of Virginia, 2.2 -3102- 3112

YES ____ _ 0 NO _____ _

JULY 12 2017 SIGNATURE ____ +Y----------Date: ------------

Page 12

TYPE OF BUSINESS

0 Small Business -An independently owned and operated business which, together with affiliates, has 250 or fewer employees or average annual gross receipts of $10 million or less averaged over the previous three years. Commonwealth of Virginia Department of Small Business and Supplier Diversity (SBSD) certified women-owned and minority-owned business shall also be considered small business when they have received SBSD small business certification.

TELEZYGOLOGY, INC. is a wholly owned subsidiary of TZ Limited, an Australian IP and Technology public listed Company.

Telezygology, Inc. oversees the Group's business in the US and employs 15 people. The collective TZ Group employs a total of around 70 people and for this reason we believe that Telezygology, Inc. might qualify as a 'SMALL" business based on the definitions provided by the Commonwealth of Virginia Department.

In the event that this is the case, Telezygology, Inc. would seek SWaM certification on successful award of the Virginia Tech business.

Page I 3

MANAGEMENT SUMMARY

Telezygology Inc. ("TZ" or the 'Company") is a leading supplier of Smart Locker solutions to the Corporate, Residential, and University campus sectors for accountable mail and parcel management. TZ has a large and retained base of US blue chip clients including technology, banking, and financial services corporations such as Microsoft, Cisco, Apple, Google, Linkedln, Samsung, Genentech, PWC, and GE and University customers including Vanderbilt University, East Tennessee State University and Gonzaga University.

Coming from a strong design-led orientation and technology perspective, TZ is able to provide our customers with flexibility and customization in order to meet desired design, workflow software integration requirements.

We believe we offer an attractive proposition to the Virginia Polytechnic Institute and State University ("Virginia Tech") for the following reasons ...

A TECHNOLOGY APPROACH

TZ recognizes that many companies have the capability to build a parcel locker, however without a true technology approach, the changing needs of the market and the rapid advent of new technology could render the significant investment in locker infrastructure obsolete after a few years.

TZ's Smart Parcel Locker Systems are designed on an open and extensible hardware and software technology platform to allow flexibility in customization and upgradeability to suit the requirements of today and those of tomorrow.

NOT JUST A LOCKER MANUFACTURER

TZ is not a locker manufacturer, the Company is a technology provider and a leader in the design, development and commercialization of intelligent.locking device systems. With a strong in-house multi-disciplinary, full service product development capability that provides cross discipline product design, engineering, production sourcing, software development and integration, TZ is particularly adept at providing turn-key hardware and software driven systems that are customer centric and customized to suit local requirements, functional work practices and regulatory compliance.

MODULAR DESIGN FOR MAXIMUM FLEXIBILITY

TZ's design oriented solutions are focused on delivering functionality, serviceability and utility. TZ starts with a modular framework to ensure ease of installation, maintenance and extension and then incorporates high utility options including but not limited to anti-graffiti finish, LED status indication and emergency Locker over-ride.

Page 14

END-TO-END EXTENSIBLE PLATFORM

TZ offers a complete end-to-end platform designed specifically for the University and College sector that can accommodate the needs of the University from Mail Agents to Students. TZ's software architecture is designed as an extensible framework that enables simple integration with third party devices and software systems.

A FOCUS ON SOFTWARE IMPLEMENTATION

TZ's software infrastructure represents a fully integrated and flexible platform that starts at the localized client application at the Locker Bank for workflow implementation, synchronizes with an enterprise level centralized server for remote system reporting, live locker unit monitoring and basic integration with third party track and trace systems. For sophisticated users, TZ offers a fully integrated Locker Management System with remote Locker Bank control and management, granular Locker and package transaction reporting including locker reservation system, smartphone app operation and integration with third party back-end systems for end-to-end streamline operation.

STATE-OF-THE-ART HARDWARE

Incorporating TZ's proprietary SMArt Locking Device technology, TZ's Smart Locker Solutions have unique granular intelligence at the Locker unit level enabling unprecedented sensing and switching capability.

TZ's IP addressable SMArt Devices enable plug and play system enhancements for increased intelligence at the Locker level, facilitating simple and easy technology upgrades and Locker Bank reconfiguration and extensions. This ensures that future requirements can be met.

NETWORK OF PROVEN SUPPLIERS

TZ's millwork and metalwork locker suppliers are well respected local US and Asian based manufacturers providing TZ will enormous flexibility when it comes to design customization, finish options and the capability of meeting aggressive supply lead-times.

With a San Francisco head office and a national network of installation and maintenance contractors, TZ's business .is committed to meeting high service level undertakings for system support and maintenance for our US customers.

Page 15

HOW THE TZ SOLUTION MEETS VIRGINIA TECH'S REQUIREMENTS

' ' C

1. INTEILLIGENJ,f'ARCEL.bqCKER CAPABII.IJilES . TZ COMPl;:'iANCE -·-

a) System must ensure. the P.arcel delivery process is completely secure and traceable with full YES audit trail accountability.

b) The system must show the following information:

i. Packages by barcode and addressee received with time and date.

ii. Packages by barcode and addressee delivered with time and date.

iii. Packages in each locker at 3 p.m. EST each day and 7 a.m. EST. An email must be sent YES to Postal Services personnel, so they are then able to see how many parcels can be loaded in the morning and before leaving in the afternoon.

iv. System must show usage data that shows how long packages were in the box when delivered.

c) System must be accessible and allow our staff from the Owens Hall location to view the locker YES

system status and available lockers.

d) System must have the capability/ option of web based reporting system that could be interface YES with existing parcel tracking systems. Virginia Techs current system is SendSuite. Data push integration available

to third party track and trace

e) System must notify students and faculty by email and SMS or use of an APP with the time the YES parcel is dropped-off in the locker system. App Notification is an optional extra

available. in Campus Upgrade version

f) System must reset the PIN number after each opening and closing of the locker door. YES

g) System must provide notification when parcel has been delivered in order for the locker to be YES used again.

Page J 6

1. INlELLIGENT PARCEL LOCKERCAPABILITIES TZ COMPLIANCE

'C .

h) System must allow personnel to designate the appropriate size of the locker to be used to YES reduce using large boxes for small parcels.

i) System must allow reassignment to different sized locker if all items do .not fit. YES

j) System must offer the students unprecedented convenience to pick up ,their packages at any time by simply entering a secure PIN code and scanning and ID card with a magnetic track on YES card into the.system.

k) System must have the capability to eliminate the traditional _need for a time-specific physical YES transaction and direct human support on the delivery to each customer.

I) System must have the capability to eliminate the manual logging and delivery of parcels by the YES postal services staff.

m) Students will have ability to access their locker via pin code and card reader. YES

Page 17

2. JiARDWARE-CONFIGURATION ,.

The System shall be a secure intelligent locker system, comprising metal lockers, electro- ' TZ COMPLIANCE . mechanical locks and•a,kiosk sfyle ,interface with,-the follbWii\g hardware ....

a) Computer based system and touch screen with handheld or mounted barcode scanner to YES receipt for and process the parcels.

b) Kiosk will have at least a 15' flat panel touchscreen. YES

c) Industrial PC to run the locker software application, a local database and synchronization YES services, and device management.

d) Fixed 2D and 3D with CMOS sensor reader embedded into the kiosk for use in both delivery YES and collection of packages.

e) Battery-backed power supply for protection, power conditioning and short-term interruption UPS is provided but max 90 mins of continuity. Must be able to operate for 36 hours back-up operation

f) Heating and ventilation system within the kiosk to manage temperature control and airflow YES

Page [ 8

. - ,I '3'. '.HARDWARE CONFIGl:JRAl'IOIII -

:(he locker.system must.be designed,fit,for•purpose·ii\ an extern.al environrr\en(,expOse·a to.the lZ'COMPL.IANCE ,elements : .. .

·, - •· .. . - -a) Locker Columns must be supported on a levelling plinth comprising a fully welded mHd steel

structural platform with a hot dip galvanized coating. Stainless steel trims must be used to dress the structural platform on all exterior faces. The plinth must be bolted to a supporting

YES sub-structure via suitable anchors in accordance with engineering recommendations. The levelHng plinth must be able to accommodate at least 2" of height adjustability through multiple independent heavysduty levelling feet.

b) Locker Columns must be constructed from folded electro-galvanized sheet steel with a powder coated finish and a special anti-graffiti coating. Locker shelves must also be constructed from folded electro-galvanized sheet steel with a similar powder coated finish. Shelves will be YES rivet<,d to the wall section. The interior of the lockers must be free from any protruding.hinges, screws or locks that could affect the interior volume of the lockers.

c) Locker doors must be constructed of powder coated electro-galvanized sheet steel. Doors must have welded and ground corners for water resistance and structural strength. Doors must incorporate a floating locking stud attached to the inner surface of the door. Doors must be fitted with pin hinges and shaUbe able to be opened to 110 degrees. The door must open YES to between 5 and 1 O degrees when unlocked. Doors must also have a back-lit number plate for identification purposes with a 'WHITE' LED status indication to signal when the locker is in the open state.

d) The locker must have a roof canopy over the central kiosk column. The roof canopy shall be an integrated structural platform with fully welded structural steel uprights to frame the roof. All metalwork shall be hot dip galvanized for corrosion protection. The canopy must comprise YES sandwich panels of insulation foam and steel facing sheets with fascia and capping sections made of folded sheet steel.

Page 19

4•, LOCKER PERFORMANCE TZ·COMPLIANCE

a) The locker bank must be able to meet the following structural loading: YES Snow loading= 851b /sq.ft. and Wind loading = 90 mph

b) Must meet IP4X specification. YES

c) Must meet IPX3 specification. YES

d) Must function properly in sub-zero climate. YES

e) Operating temperature range of electronic components shall be OF to 120F Operating temp of electronic components is 32°F to 122°F

Sub-zero climate operation is managed via heating system

f) Operating humidity range of electronic components shall be 0% to 100% YES

g) Doors must continue to function normally after 10,000 open / close cycles YES

h) Locked doors must withstand a pull load of 250 Pounds and not deform more than 1/8" when YES the force is applied

i) The front exposed surfaces of the lockers and any coatings must not crack, chip, break, dent (more than 1/16 inch in depth) or be deformed visibly by a hard steel 2-pound ball with a Yz" YES spherical radius dropped from a height of 6 inches

j) Required force to open I close an unlocked door must be between 1 to 5 pounds YES

k) Shelves must not demonstrate any permanent deformation when loaded with a minimum of 70 YES pounds

I) The locker must resist tampering using basic hand tools for a period not to exceed 3 minutes YES for each tool tested

Page 110

5. LOCKER FINISH, Ttie lockermust be finished ih a,durable exterior powder.coat ,tt\at is chemically resistant to TZ'COMPLIANCE allow the,simple and rapid removal.of mosUorms of graffiti .. .,

~

a) The coating must offer a high level of scratch and abrasion resistance YES

b) The coating must enable easy cleaning using common solvents without causing dullness or YES damage to the finished coating

c) The coating must meet .the following minimum criteria:

i. Salt Spray: 35°C, 5% NaCl spray - Pass at 1000 hrs

ii. Pencil Hardness: > 2H

iii. Temperature Resistance: Pass at 1 hour (boiled) YES

iv. Acid Resistance: Immerse 5% H2S04 - Pass at 300 hrs

V. Base Resistance: Immerse 5% Na2C03 - Pass at 300 hrs

Page 111

-

6, Lc;>CKER SIZES TZ COMPLIANCE

. .

a) The locker bank must comprise no less than 77 Locker Units YES

b) Lockers must comprise a mix of locker sizes in the following percentage splits

i. Extra Small 40%

ii. Small40% YES

iii. Medium 15%

iv. Extra Large 5%

c) Minimum internal locker sizes must be as follows:

i. Extra Small 4.5" high

ii. Small 10" high YES

iii. Medium 16" high

iv. Extra Large 33" high

d) Lockers must have a minimum internal width of 16.5" and a minimum internal depth of 22. YES

Page J 12

7. LOCKER DIMENSIONS· TZ·COMPLIANCE

System will have founliffererit parcel box sizes: extra small, small, medium, and large

.

a) Width:

i. All boxes will be of a standard width regardless of height. All boxes have a standard width

ii. Internal width of at least 12.5 inches and no larger than 14 inches (to accommodate Internal width is 16.5" and most USPS flat rate parcels).

External width is 21" iii. External width of no more than 17 inches to allow a maximum configuration of the

intended space.

b) Depth: Internal depth is 22.5" and

i. All boxes will have a standard depth of 22-24 inches internal depth and 24-46 inches External is depth of 24" external depth.

c) Height

i. Extra Small Boxes: Internal Opening - 4.5' to 5 inches Lockers comply with

ii. Small Boxes: Internal Opening - 5.25 to 6 inches Section 6(c)

iii. Medium Boxes: Internal Opening - 10.25 to 11 inches

iv. Large Boxes: Internal Opening - 16.25 to 17 inches

d) Bidders, provide dimensions of:

i. extra small boxes: 4.5"(h) X 16.S"(w) X 22.5"(d)

ii. small boxes: 4.5"(h) X 16.5"(w) X 22.5"(d)

iii. medium boxes: 4.5"(h) X 16.5"(w) X 22.5"(d)

iv. large boxes: 4.5"(h) X 16.5"(w) X 22.5"(d)

Page 113

.. . . . .

a: -COMMUNICATION REQUIREMENTS< .

·are ,to.· be·-determl11ed;,iiowever; ple?se: provide ·capaoility .for, integr_a\ibn:f~r the. fo_llowihg,: tt COMP.LIANCE

. a --.

'

,; " - r. >

' . .. .. . ---- ..

a) Devices must communicate through provided Ethernet connection YES

b) Must operate on 1Pv4 and 1Pv6. YES

c) Email infrastructure. YES

Page 114

9, LOCKER FUNC:rlONAL.fTY Tne system must run application so~are, which would enable atJ!l' rninimuin the following TZ'COMPLIANCE functions:

-a) Drop off of packages by mailroom delivery staff:

i. Must search the system for students by ID or name using the touch screen keyboard.

ii. Must select a suitable locker size from available lockers to, suit the package size.

iii. Must scan the package consignment number barcode or enter it using a touch screen keyboard if the barcode is damaged or not scannable.

iv. Must scan barcode, including package number, package size and student information, extract delivery information and the bypass steps above to speed up the drop off

YES process and minimize user interaction with the screen.

v. Must re-open a selected locker prior to confirming a successful delivery.

vi. Must up-size the locker ifthe package does not fit in the selected locker size.

vii. Must flag faulty or dirty lockers and take them out of service until resolved and brought back into service.

viii. Must allocate a locker as shared for non-accountable packages, where there is no requirement for package tracking.

b) Collection of packages by Students using a PIN code, barcode or via a Student ID Card with a magnetic tracker on card:

i. Must display the locker bank layout on screen during package collection to allow the YES student to find the locker.

ii. Must display,a visual guide for students during the package collection via a help button.

Page f 15

9. LOCKER Fl:lNCi:IONAUT¥ ·'l'he system must run application software,_Which .would,enable.at.a minimum the following TZ COMPLIANCE functions: •"

-

c) Recovery of packages by mailroom administrative staff:

i. Must collect expired packages for transfer to the mailroom to make the locker available for new deliveries.

ii. Must.to take lockers out-of-service or to make out-of-service lockers available for YES package drop off.

iii. Must generate administrative reports at the locker bank.

iv. Must log all transactions at the locker bank for auditing purposes.

d) Pushed alert notifications to remind Students to collect packages from the locker via YES SMS/email alerts or the use of an APP

Alert through App Notification i. Must send email notification reminders. is an optional extra available in

ii. Must notify Students or mailroom staff to recover packages from the locker. Campus Upgrade version

e) Must set an expiry policy for students to limit number of days that a package can be kept in the YES locker bank, including the ability to extend this time automatically if it overlaps weekends.

f) Must auto logout an authenticated ,user based on a configurable time-out. YES

g) Kiosk screen must blank or offer a moving screen saver. YES

Page 116

'9,

h)

i)

!!::OCKER FUNCTIONALl'FY -· ' . The system must run application software,. which Would' enable ata minimum the following functions: ·

Must monitor the status of the locker remotely through a centralized management system with reporting dashboard:

i. Must generate reports and export data as required. Reports must provide data and analysis of system utilization.

ii. Must have a central view on package information in the locker including recipient, package number, drop off time, expiry date with ability to search, filter and sort packages.

iii. Must display transaction history of a package in a chronological order.

iv. Must generate alert notifications for System admins and mailroom supervisors in case of failure in system operation.

v. Must integrate with Track and Trace systems, validate package and update package statuses to complete chain of custody in delivery.

vi. Must view and update the list of students, and authorized delivery and service recovery agents.

vii. Must integrate with university enterprise systems (Banner) to manage current students and their affiliations.

viii. Must define role,based user access level to options in the central portal.

ix. Must to activate/deactivate users in a system.

x. Must integrate with standard. E-mail servers and send email and /or text message to recipient.

Locker kiosks must work offiine in the event of a connection outage from the centralized locker management system. The locker bank must synchronize data back to the central database for reporting and auditing purposes

"TZ:COMPl:!IANCE

YES

YES

Page 117

9. tOCKER,'FUNCTiONAtlT,Y The system mustrun•application•software,which.Would•enable at.a minimum the following rz COMPLIANCE: functions:

-

j) All data must be encrypted in transit and at rest to an acceptable standard approved by Data is currently storecl in a Microsoft Virginia Polytechnic Institute and State University. SQL Server system. It does not store

the data on disk in a clear text format. Access to the data is provided via Windows Security methods via access programs such as Microsoft SQL Server management studio.

Data such as Pin Codes are also encrypted in the Database, however names are not as this can slow down the system in terms of searchability.

Page 118

OTHER TZ COMPLIANCE

10. Vendor must agree to the Virginia Polytechnic Institute and State University acceptable use AGREE guidelines (htt12s://www.vt.edu/abouUacce12table-use.html).

11 . Vendor's responsibility to ensure full compliance with all university policies and information AGREE technology standards (htt12://www.12olicies.vt.edu/index.12hi:1).

12. System must integrate and users must authenticate via the university's provided single sign-YES on service (htt12s://www.middleware.vt.edu/sso/) .

13. Bid price is to include: Refer Pricing Page and Notes

a) Shipping/packaging/handling. The standard TZ SW does not b) Installation at site. support a signature pad to allow

c) Annual maintenance fee. signature before delivery.

d) Technical support and system upgrades - bid response should include specific details. Signature pad capability is an optional extra. Addition of this feature

e) Initial training - bid response should include details. would require custom development. f) Separate charge for color options if available.

g) Professional labels for each locker.

h) Signature pad for parcels requiring signature before delivery.

14. State any additional fees that may be required. Refer Pricing Page and Notes

15. Estimated Installation date and timeline for installation . Refer Implementation Timetable

Page 119

PROPOSED LOCKER CONFIGURATION

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Locker Depth = 24"

78 LOCKER UNITS

32 x X-Small , 32 x Small , 9 x Medium, 1 x Large, 4 x X-Large

Locker Bank Width = 273"

,~ ... , Column Width

= 21 "

L

8 15" Touch Screen & Barcode Scanner

Page 120

RANGE OF DESIGN OPTIONS POSSIBLE

Page j 21

DESIGN FOR DISABILITY

• • • • • • Braille

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A range of options are available should specific design for disability elements need to be incorporated in the locker design:

• TZ Locker System designs are produced according to anthropometric measurements to ensure that Locker access and console control is ergonomically sound.

• Touchscreen and self-opening/ slam lock doors can be provided for ease of operation with one hand.

• All Locker consoles are capable of introducing audio direction, with each Locker able to incorporate audio feedback.

• Braille and tactile keypads are also available on console systems if required.

Page 122

ADA COMPLIANCE

The System is designed to meet ADA compliance. Typically, touchscreen height is positioned within ADA specifications and is angled and viewable to comply with ADA requirements.

Software modifications can also be made to manage Locker access to specific zones where user accessibility preferences are known.

Page 123

SITE, POWER AND DATA REQUIREMENTS

SITE INSTALLATION REQUIREMENTS

• Locker placement requires a level surface

• Bracing of the Locker to a structural wall should be in accordance with a Professional Engineer's recommendations

POWER REQUIREMENTS

• Power is the only service that is required to operate the Parcel Locker Units.

• An 11 OVAC 60Hz +/-10% power source on a dedicated circuit, free of power dips, frequency shifts and machine noise is recommended.

CONNECTIVITY REQUIREMENTS

• A LAN connection is recommended and preferred.

• Alternatively, the network can be accessed wirelessly via an integrated 3G or better router. A 3G wireless signal is the minimum requirement to ensure connectivity.

Page I 24

@® IMPLEMENTATION TIMETABLE

ACTIVITY DESCRIPllON TIMEFRAME

Engagement Award business to TZ WeekO

Finalize Specification and Review and finalize Locker Configuration and issue Purchase Order Week 1 Place Order

Plan Power and Data Finalize on-location site assessment document including Power and Data Week6 connections connections, Site Access and Timing

Provide Student Data Provide Test Student data feed Week 8

Complete Locker Production Complete fabrication and assembly of Locker Week 10

Deliver Locker to site Deliver to Locker location (depending on shipping availability) Week 14

Complete Locker Installation, Install and commission Locker Bank on-site. Week 15 Commissioning and Training

Provide System training to University staff.

Page 125

OVERVIEW OF PROPOSED SOFTWARE

TZ proposes a complete end-to-end platform that can accommodate the needs of Virginia Tech from Mail Agents to Students and Faculty/Staff.

3rd Party Track and Trace System

Asset Manager Express Locker Management Software

Data sync & routing logic

TZ Asset Manager Express is server based and accessed over the internet through a web browser.

It provides aggregated reporting of Locker Banks and packages with in the network.

Data sync & event updates TZ Courier Application software runs at the Locker Bank and is designed for touchscreen interaction.

Secure communications over IP using Https, JSON and XML

It manages the workflow and user interface to drop off and collect packages from the Locker Bank and also to perform package service recovery if required. Locker1

CJ ---- ~ - ---.;;;;.;a--

Locker n

TZ Courier Client Application at Locker

Page 126

ASSET MANAGER EXPRESS SERVER SOFTWARE

rim Assot Managor Dashboard ... ............. ~ -- - T l....,. ....... ..'*"""c..,,c ., ·•= " ··"' " - :, ... " - " ...... ..., - .. ,

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Asset Manager is the back-end system that orchestrates the entire Locker Network .

Asset Manager provides:

• Central ized reporting dashboard and remote monitoring capability;

• Real time tracking and management of parcel information;

•

•

•

•

Remote locker opening capability from the Asset Manager Web Portal

Aggregated reports for all connected Client systems;

Messaging and email notification providing customers with the knowledge as to when packages are available; and

Interface to third party back-end systems.

Page I 27

SERVER REQUIREMENTS

Server Hardware

Server Type: Physical or Virtual

Processor: 2 core 64 bit CPU

RAM: 4 GB Minimum

HOD: C: 40 GB free space minimum. D: 40GB free space minimum

Server Environment

Operating System: Windows Server 2008 R2, 2012 or 2012 R2

Database: Microsoft SOL Server Express 2008, 2012 or 2014

Framework: Microsoft .NET 4.6.1

Web Server: Microsoft IIS

Remote Access: RDP or similar

Page f 28

TECHNICAL SUPPORT

TZ has the following support model:

• A Support Phone Line to allow an authorized representative who identifies an issue with the Locker System to call to ask for assistance.

• TZ will provide first line support, reporting on any operational or functional issues ,using an agreed ticketing process to ensure issues are captured.

• In the first instance, a TZ Technician will remotely log into the Locker System to diagnose the issue, investigate system logs and if appropriate reset part of the Locker System to restore functionality.

• Should the incident require on-site service call after initial assessment, then the service incident will be allocated to a Technical Services Engineer.

• If a software issue is identified, then the TZ Technician will call and advise a nominated University contact of a proposed resolution plan. This plan may take the form of a remote reset or a scheduled site visit. Depending on the impact to normal operation, resolution will be enacted within a defined and agreed time-frame.

• If a software issue is determined to be a functional anomaly and not an issue, then a change request is raised and allocated to TZ's Development resources to resolve. A Software Engineer will be assigned the incident and a development plan will be drafted and discussed with University personnel for implementation.

• If the call is allocated to a Field Service Engineer, then depending on the severity of the event, the Engineer will indicate when he/she can attend site. The Engineer will contact the University representative to agree the resolution process.

There is an on-going process within the Locker System that logs operational activities and these details are available for reporting purposes. These details also provide system investigation and diagnostic use.

R~gular updates will be collected from each Locker deployment which records packages being processed and these details can be aggregated for reporting purposes.

Page 129

SOFTWARE MAINTENANCE

When a software issue is identified, Technical Services will undertake triage of the issue and work with the University to document relevant information such as the environment (Operating System, Product version, etc.) and steps to replicate. Technical Services will then attempt to replicate the problem within a Test Environment.

If during the course of working on an issue Technical Services identifies a defect in the intended functionality of the product, the team will initiate a Defect Resolution project.

All information relating to the Defect (including communications between the University and Technical Services, steps to replicate, environment details, relevant datasets, etc .. ) are stored in a centralized repository accessible to TZ development teams (Software Development, Engineering, etc .. ).

Once a Defect Resolution project has been initiated, the University will be informed and the nominated Development Team will review the Defect to prioritize issues for action in future releases. Decisions about prioritizing a particular Defect are related to the severity of the Defect ahd the impact to the University. The Development Team will. allocate resources to work on Defect resolution as well as track progress on development of updates for specific defects and new features for the product.

Once a fix has been implemented, a thorough QA process ensures changes to the product are made in a structured, ordered manner. Decisions about release of major and minor versions as well as individual patches are made by the Development Team in consultation with. Product Management. Technical Services is kept informed of the status of individual defects and the original service ticket is not closed until a valid resolution (i.e. patch or new version) is provided to the University.

Note that Software is developed and maintained using Microsoft Team Foundation Server (TFS) which provides, among other features, source control, project tracking and quality assurance processes. During manual or automated testing, defects may be raised and their fixing and re­testing is tracked as well.

Page I 30

TRAINING AND SUPPORT

TRAINING

TZ offers comprehensive training at the point of System Commissioning including provision of detailed user guides and service manuals.

A typical training plan incorporates the following:

TRAINING -- -

COURSEOBJECTIVE DURATION SUGGESTED ATTENDEES -

SYSTEM ADMINISTRATOR To train System Administrators to • 1-hour practical session which University resqurces who will be TRAINING configure and manage a Parcel covers hands-on training at an acting as "Trainers" for System

Locker Unit, to generate operational Locker Bank. use and administration. operational reports, to identify

• 1.5-hour session on Server System Administrators are TOTAL: 2.5 Hour Session issues and to undertake first level

troubleshooting. operation and functionality responsible for'management of

which covers hands-on training the Locker System and have full Training will cover System on how to use the TZ Asset access to TZ Asset Manager to overview and functionality, Locker Manager application. access network configuration

Unit configuration, Server and settings of the Locker Banks and network configuration, report to manage and generate System generation, log analysis training, reports. user account import and creation,

Maximum attendance: user account management, first

4 to 6 people level troubleshooting and resolution, and Mail Agent and Student pick-up workflows.

Page [ 31

-

TRAINING (?CURSE 0BJEC1i1VE Dl!lRATION, Sl!lGGESJED /;\JTE.NDEES -

MAIL DELIVERY AGENT To train Mail Agents to use the • 1-hour practical session with Operational resources who will be TRAINING System to manage the end-to- hands-on training at an acting as 'Trainers" to train Mail

end delivery and recovery operational Locker Unit Agents to deliver and/or manage processes that they will be running through delivery packages within the System.

TOTAL: 1.5 Hour Session responsible fore workflow processes. This includes physical loading,

To educate Mail Agents on • 0.5-hour general session on barcode scanning and Student pick-up workflows. Student pick-up workflows and registration, parcel reconciliation

Training will cover drop off Locker Bank usage processes. and expired parcel handling

processes, expired package Maximum attendance: management, package removal, 4 to 6 people manual package collection, and Student instruction.

Page 132

WARRANTY

• TZ solutions are typically installed and commissioned by TZ or an accredited TZ integrator. The electronic system is tested prior to dispatch within the factory environment and then again at the point of commissioning. If there are any faults, these will be resolved prior to handover to the University.

• TZ offers a limited warranty·on hardware and software of 12 months.

Page 133

PRICING

Item Pricing (USD)

Supply, Install and Commission - 78 Locker Unit Bank

Locker comprises 32 x X-Small, 32 x Small, 14 x Medium, 1 x Large, 1 x X-Large Lockers

Price includes ...

Console with Integrated Heating and Thermostat Control System

Roof Canopy over Central Console with Integrated Lighting

Electronic Hardware includes 15" Sunlight Readable Touchscreen, Industrial PC, Fixed Barcode Scanner, RF Card Reader, Door LED Status Indication, 2 x CCTV Cameras and Associated Hardware, 3G Router, UPS, TZ Smart Locking Devices, Infrastructure Hardware and Cabling

Delivery, Installation, Commissioning and Client Training

Client Software and Asset Manager Express License Fee

Years 2 and 3 Software Maintenance (Year 1 covered by Software Warranty)

Optional Annual Hardware Preventative Maintenance (Per Locker Bank per Year)

TZ offers a system check-up, hardware health check and database back-up program on a semi-annual frequency to ensure TZ Smart Locker systems are operating at optimal performance levels

Campus Server Software (Optional Upgrade)

Server License and Establishment Fee

$54,600

$2,400

P.0.A.

Page [ 34

NOTES:

• Supply is in accordance with agreed terms and conditions of supply

• Price is exclusive of Sales Tax if applicable

• Electronic hardware and software has 12 month limited warranty

• Price is inclusive of locker fabrication, delivery, installation, commissioning and client training

• Price excludes supply and application of decals

• Delivery timeframe = 14 weeks from receipt of purchase order subject to availability of selected finish

• Virginia Tech to ...

0 Ensure location is suitable for Locker placement (suitable foundation, level surface, accessible, etc.)

0 Note that Locker will need to be anchored into structural concrete foundation for stability

0 Ensure available power and data outlet at (or near) the Console location

0 Provide Server Hardware (including Windows Server and SQL Server as per page 28 of this document) for Asset Manager Express

Page j 35

!llJVirginiaTech I

July 27, 2017

Telezygology, Inc. 3Twin Dolphin Drive, Suite 325 Redwood City, CA 94065 Attn: Leon Van Gendt

Dear Mr. Gendt:

Subject: Virginia Tech RFP #0050926

Procurement Department (MC 0333) North End Center, Suite 2100, Virginia Tech 300 Turner Street NW Blacksburg, Virginia 24061 540/231-6221 Fax: 540/231-9628 www.procurement.vt.edu

Thank you for submitting a proposal in response to the subject RFP.

We have reached the point in the evaluation process where we are ready to negotiate as provided for in ·section VIII.B. of the RFP. We are pleased to inform you that Telezygology, Inc. has been selected for negotiations. Therefore, we would appreciate your response to the following:

1. Does Telezygology, Inc. agree to provide monthly invoices with payment due thirty (30) days after receipt of invoice or goods/services, whichever is later?

2. Do you agree that the initial contract period shall be three years?

3. Upon completion of the initial contract period, does Telezygology, Inc. agree that the contract may be renewed by Virginia Tech upon written agreement of both parties for two (2) one year periods, under the terms of the current contact?

4. If awarded a contract, do you agree to limit price increases to no more than the increase .in the Consumer Price Index, CPI-W, All Items category for the latest twelve (12) months for which statistics are available at the time of renewal or 3 percent, whichever is less?

5. Please describe your quickest turn-around time if emergency services are needed.

6. Please provide your best schedule of prices for all services offered.

7. Since our purchasing system requires precise and accurate information, please provide the following:

a. Legal name of your company. b. Trade name (DBA) if different from legal name. c. Taxpayer identification Number. d. Company name and address to which Virginia Tech should mail purchase orders. e. Company name; and address to which Virginia Tech should mail payments. f. IRS W-9 form (Request for Taxpayer Identification Number and Certifications).

Invent the Future

VIRGINIA POLYTECHNIC INSTITUTE AND STATE UNIVERSITY An equal opportunity, affirmative action institution

8. Are you registered with and willing to participate in the eVA internet procurement solution described in the terms and conditions of the RFP?

9. Do proposed CCTV cameras offer integration to Genetec software? The university policy requires all installed cameras integrate and be centrally recorded.

10. How is CCTV video used? What make and model camera is proposed? Does it connect to any third party services?

11. Please identify devices which will be connecting to the university's network and explain how these devices will be secured and protected in accordance with university policy.

12. Does the proposed solution offer wireless connectivity over a cellular connection? If so, what is the purpose and does this allow for continued operation in the event of a wired network failure.

13. Does the vendor assure any data elements identified to be sensitive (such as, FERPA) are encrypted in transit and at rest?

14. What information technology hardware, software, or infrastructure is the university required to provide. It is assumed that all others necessary are provided by vendor.

15. Does proposed solution offer any second factor of authentication for package pickup? If so, please explain how this functions.

16. Please provide any additional software licensing agreements or terms related to the proposed solution.

17. On page 27 of your proposal the TZ logo appears on screens. Could logo be customized to be a Virginia Tech logo?

18. Your proposal indicates optional upgrade on page 29 which would allow lockers be opened remotely. What is the cost for these upgrades?

19. Do the doors on the lockers automatically close after package removal or will the user have to manually close the door?

Your response by on August, 1, 2017 3PM will be greatly appreciated.

Sincerely,

Robert 8. Snuffer Buyer Senior/Contracts Officer (540) 231-5557

VIRGINIA POLYTECHNIC INSTITUTE AND STATE UNIVERSITY An equal opportunity, affirmative action Institution

!NTIEll!GENT lOCrr<ER SYSTIEM

CLARIFICATIION QUESTIONS TO TELEZYGOLOGY, INC.

RFP Name: Request for Proposal for Intelligent Locker Pilot Program,

Virginia Polytechnic Institute State University

RFP Number: 0050926

Date: 1'1 August 2017

Page 11

CLARIFICATION QUESTIONS

'

I 1/ir QUESTION tz RE!!PONSE

1. Does Telezygology, Inc. agree to provide TZ standard payment terms are as follows: monthly invoices with payment due thirty ' • 30% on placement of purchase order; and (30) days after receipt of invoice or goods/services, whichever is later? • Balance payable on installation and commissioning of the Locker Bank. Net thirty

(30) days after receipt of invoice.

If these terms are unacceptable to VT - we would be happy to discuss mutually acceptable terms.

2. Do you agree that the initial contract period Yes-we agree that the initial contract period is three (3) years. shall be three years?

Our RFP pricing provides for three (3) year coverage ... one year warranty and two years of Software Maintenance.

3. Upon completion of the initial contract period, Yes -we are agreeable to an extension of the existing contract terms for an additional does Telezygology, Inc. agree that the two (2) one year periods subject to written agreement by both parties. contract may be renewed by Virginia Tech upon written agreement of both parties for two (2) one year periods, under the terms of the current contact?

4. If awarded a contract, do you agree to limit TZ is agreeable to limit price increases to CPI on service items directly provided by TZ price increases to no more than the increase such as annual software maintenance and annual hardware preventative maintenance in the Consumer Price Index, CPI-W All Items services.

category for the latest twelve (12) months for Locker Bank pricing which is outsourced to third party fabricators is subject to material

which statistics are available at the time of pricing at the time of supply.

renewal or 3 percent, whichever·is less?

Page J 2

5. Please describe your quickest turn,around time if emergency services are needed.

6. Please provide your best schedule of prices for all services offered

Emergency sypport needs would be responded to within two (2) hours from when the issue is lodged with the TZ Support Desk.

Software issues which can be managed through remote connection would be diagnosed and resolved as part of that response process with resolution typically completed within a four (4) hour window.

Issues requiring on-site hardware resolution would receive next day service.

Remote technical support is provided as part of the standard software maintenance package. This also includes the following ...

Corrective Updates. Modifications and updates implemented to correct or fix problems, which are either discovered by users or identified as a result of user error reports.

Adaptive Updates. Non-structural modifications and updates implemented to keep the software product up-to-date and relevant to the changing technology and business environment.

Preventative Updates. Modifications and updates implemented to prevent potential future issues. This aims to proactively attend to identified issues, which are not significant at the current point in time, but may cause issues in the future.

The Software Maintenance charge is $1,650 per Locker Bank per year.

Hardware Preventative Maintenance is provided as an option to'the University. This covers a scheduled maintenance program involving two site visits per year to undertake a system health check, including electronic hardware checks, locker cleaning and database maintenance to ensure the on-going fitness of the system. The price of this is in our submission ... $2,400 per Locker Bank per year.

Field Service Support is provided on an as needed basis to repair locker and electronic components that cannot otherwise be resolved or managed through remote support. This typically covers break-fix repairs to faulty equipment that are out of warranty; break­fix repairs a_s a result of damage or vandalism .. etc.. Field support is provided during business hours on a fee-for-service basis at $150 per man-hour with a minimum four (4) hour charge out.

Page J 3

7. Company Information Legal name of your company:

Telezygology, Inc.

Taxpayer identification Number:

Company name and address to which Virginia Tech should mail purchase orders:

Telezygology, Inc. 3 Dolphin Drive, Suite 325 Redwood City CA 90945

Company name and address to which Virginia Tech should mail payments:

Telezygology, Inc. 3 Dolphin Drive, Suite 325 Redwood City CA 90945

IRS W-9 form: See attached

8. Are you registered with and willing to TZ is not currently registered with the eVA. participate in the eVA internet procurement

In the event TZ is successful with this RFP, TZ will register both with eVA and Ariba in solution described in the terms and conditions

order to receive the purchase order. of the RFP?

9. Do proposed CCTV cameras offer integration The CCTV camera specified by TZ may not be able to integrate with the Genetec to Genetec software? The university policy software, however if this is the case, TZ is happy to substitute the specified CCTV requires all installed cameras integrate and be camera with a Genetec compliant camera assuming comparable unit cost. centrally recorded.

TZ has no experience with integration with Genetec software but is willing to work with VT to ensure that should CCTV need to be integrated, that university policy can be supported.

Page 14

10. How is CC1V video used? What make and model camera is proposed? Does it connect to any third party services?

The CC1V System proposed by TZ comprises two off-the-shelf IP cameras with a local storage drive contained within the Locker Bank.

The CC1V has the following specifications:

Operating Temperature: -30°C to 60"C

Operating Humidity: O to 90% RH (non-condensing)

Ingress Protection: IP66

Impact Protection: IEC60068-2-75Eh, 29J; EN50102, up to IK1 O

Max Resolution: 1920 x 1080

Frame Rate: 50Hz - 25 fps; 60Hz - 30 fps

Viewing Angle: 79°

Video Codec: H.264 / MJPEG

Audio: None

Night Vision IR Range: 30 metres

Local Storage: 6TB USB HDD

The System is not connected to any third party services it simply stores video footage on the local HDD in the event the data needs to be retrieved at some future date.

Page [ 5

11. Please identify devices which will be The Locker Management Server Software (Asset Manager Express) will be deployed on connecting to the university's network and a Server hosted by the University within the its IT infrastructure. The Locker Bank explain how these devices will be secured and communicates to Asset Manager Express via specific Ports. protected in accordance with university policy.

Kiosk 1 AM Express server

I Kios~ ()~er r-~1 Kiosk ur I PortB0,443 l Web Server r---1 U~r f.::~e I lnte,fece

1-1· Port SOOD

I Port9001 ,_

I I ln!eg1'3!,on Kiosk 2

~"" I Appfication Services Server I Worid'low and r-- • I Kiosk.3 I

Bus,ne,, u>g,c I Self hosted Salfho;led wcs wcs

Windows Svc SQL2012 Windows Svc

&~ren SQL20l2 Express

I Database I ~ ~ Database S.=• Server

Inside each Locker Bank there is an industrial PC that connects to the VT network. This is a standard windows deployment and is able to be locked down using local group policy in combination with a third party Kiosk Lockdown application. TZ would need to review the VT policy to explain and confirm these devices are secured and protected in accordance with university policy.

12. Does the proposed solution offer wireless The proposed solution assumes a wired network connection although wireless connectivity over a cellular connection? If so, connectivity over a cellular connection can be provided if required, with the additional what is the purpose and does this allow for cost of a 3G/4G router and cellular SIM subscription. continued operation in the event of a wired

Note that the TZ System is designed with redundancy so in the event of a network network failure.

interruption that affects the data communication between the Locker Bank and Server, packages within the System can still be collected from the Locker Bank.

Page [ 6

13. Does the vendor assure any data elements Critical data entities including collection PIN or passwords are encrypted in transit and in identified to be sensitive (such as FERPA) are the DB. encrypted in transit and at rest?

14. What information technology hardware, The University is required to provide the Server Hardware and Environment to host Asset software, or infrastructure is the university Manager Express. required to provide. It is assumed that all

Server Hardware others necessary are provided by vendor.

Server Type: Physical or Virtual Machine

Processor: 2 core 64 bit CPU

RAM: 4 GB Minimum

HDD: C: 40 GB free space minimum (OS), D: 40GB free space minimum (TZ)

Server Environment

Operating System: Windows Server 2012 R2 minimum

Database: Microsoft SQL Server Express 2012 or 2014

Framework: Microsoft .NET 4.6.2 minimum

Web Server: Microsoft IIS

Remote Access: RDP or similar

15. Does proposed solution offer any second NO ... Students receive a 6 digit collection PIN by email, which when entered, opens the factor of authentication for package pickup? If relevant Locker door to allow the collection of the package. so, please explain how this functions.

The typical workfiow is designed to facilitate speedy package collection via keying of a unique collection PIN code via the Touch Screen or scanning of a QR Code at the Barcode Reader.

Dual factor authentication is possible through software modification if this is a requirement

Page 17

16. Please provide any additional software Please refer to TZ's standard End User License Agreement (EULA). licensing agreements or terms related to the proposed solution.

17. On page 27 of your proposal the TZ logo Yes. We can change the logo to the Virginia Tech logo when the Locker Bank is appears on screens. Could logo be commissioned. customized to be a Virginia Tech logo?

18. Your proposal indicates optional upgrade on There is a remote open function in Asset Manager Express where Lockers with packages page 29 which would allow lockers be opened inside, can be opened remotely. remotely. What is the cost for these

The Asset Manager Pro product is a sophisticated purpose designed University Campus upgrades?

Software which provides for a number of significant enhancements including track and trace capability, Locker reservations, web service integration with back-end third party systems and smartphone Student Package Management application.

The price of the Pro Server Software is a significant upgrade charge on Asset Manager Express - the retail license fee is $35,000.

Note we would. be willing to discuss this license fee if Virginia Tech are interested in this system upgrade option.

19. Do the doors on the lockers automatically We have undertaken significant User observation and focus group studies and believe close after package removal or will the user from the findings that self-closing doors are not the preferred option due to frustration have to manually close the door? with doors automatically closing without transactions being fully completed.

Accordingly, TZ requires the User to close the doors manually after successful drop off and collection.

Page 18

TELEZYGOLOGY, INC.

TZ Client Software and TZ Asset Manager Software End User License and Software Maintenance Service Agreement

1. End User License

(a) Application. This TZ Client Software and TZ Asset Manager End User License and Software Maintenance Service Agreement ("EULA") applies to the Licensed Software, together with any Update that TZ may make available to End User, with or without charge, after the date End User obtained its copy of the Licensed Software, unless the Update, subject to the sole discretion of TZ, is governed by a new end user license agreement, with or without additional consideration, in which event the terms of the new end user license agreement shall be furnished to End User and shall govern. End User, without further action, shall be deemed to have agreed to the terms of the new end user license upon use of the Update. For the purpose of avoiding any doubt, TZ is under no obligation to furnish, with or without consideration, an Update to the Licensed Software.

(b) Grant of Limited License to End User. Subject to the condition precedent that all licensing fees and other charges and expenses have been collected, TZ grants to End User a personal, non-exclusive, non-transferable, royalty free revocable license to use one (1) copy of the Licensed Software, together with any Update (absent the Update governed by a new end user license agreement) in object form solely in conjunction with and to operate the Product, subject to the terms set forth in this EULA, together with the terms of the Related Documents. End User acknowledges that TZ may monitor End User's compliance with the use restrictions including remotely and by allowing TZ upon reasonable notice to examine End User's premises and such other locations where the Product and Licensed Software and Update thereto are utilized. For purpose of avoiding any doubt, (i) the Licensed Software and any Update, if applicable, is strictly licensed and not sold to End User and (ii) End User may only install and/or operate the Licensed Software and any Update, if applicable, equivalent to the number of licenses purchased and paid for by End User.

(c) Reservation of Rights. The Licensed Software and/or any Update thereto are protected by copyright and patent laws, international treaties and other applicable laws in the country of usage and without limitation in the United States, and Australia. Subject to the limited revocable license granted to End User as set forth in Sections 1 (b) and 4(b) and (c), TZ solely and exclusively owns and retains all right, title and interest in and to the Licensed Software, any Update, the Related Documents and the Documentation including, without limitation, all copyrights, patents, patent applications, trade secrets, and other intellectual property rights. End User's possession, installation, or use of the Licensed Software, Update thereto, the Related Documents and the Documentation does not transfer to End User nor shall End User acquire any right, title and/or interest to the intellectual property embodied therein, except as strictly granted by this EULA. Without limiting the foregoing, End User acknowledges and agrees that nothing herein shall constitute a sale and/or conveyance of title to the Licensed Software and any Update thereto, including, but not limited to, any copies and portions thereof, together with the Related Documents and the Documentation.

(d) Software Update. TZ may make available to End User an Update to the Licensed Software in such form and format and on such media as TZ, in its sole discretion, deems appropriate. TZ reserves the right, in its sole discretion, not to create an Update (i.e. nothing herein entitles End User to receive a minimum and/or any number of Updates at any time whatsoever). End User may use an Update only to update or replace a previous version. In the event End User installs an Update, End User is strictly prohibited from continuing to use the previous version of the software separately.

(e) Restrictions. End User shall not and agrees not to sell, lease, license, rent, loan, or otherwise transfer, with or without consideration, the Licensed Software, any Update thereto, the Related Documents and the Documentation. End User shall keep the Documentation to the extent, if at all provided to End User, secret and confidential employing no less than commercially reasonable efforts. End User is strictly prohibited from attempting to derive the source code, reverse engineering, decompiling, decrypting, disassembling and/or creating any derivative software of the

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Licensed Software, and any Update, if applicable. In the event the foregoing restriction is in violation of applicable law, End User forever waives any and all rights to attempt to derive the source code, reverse engineer, decrypt, decompile, disassemble and/or create any derivative software of the Licensed Software and any Update. End User shall not copy and/or reproduce, in whole or in part, in any manner the Licensed Software, any Update, the Related Documents and/or the Documentation. Without the prior written approval of TZ, End User shall not extend the use and/or the benefit of the Licensed Software and Update thereto to any person arid/or entity other than End User via, without limitation, a timesharing, network, service bureau and/or,any other arrangement on a temporary and/or permanent basis. End User shall not remove any proprietary notices and labels on the Licensed Software, any Update thereto, the Related Documents and the Documentation. All rights not expressly granted under this EULA to End User are. expressly reserved by TZ.

(f) U.S. Government License Rights. The Licensed Software, any Update and Related Documents are each a "Commercial Item," as defined by 48 C.F.R. 2.201, consisting cif "commercial computer software" and "commercial computer software documentation," as defined by 48 C.F.R. 12.212 (Sept. 1995) and 48 C.F.R. 227.7202 (June 1995). Consistent with 48 C.F.R. 12.212, 48 C.F.R. 27.405(b)(2) (June 1998) and 48 C.F.R. 227.7202,.all U.S. Government end users acquire the use of Licensed Software, Update and Related Documents with only those rights as are granted to other end users pursuant to the terms of this EULA.

(g) Export Restrictions. End User shall not export or re-export the Licensed Software and any Update thereto in violation of any applicable laws and/or regulations including, without limitation, U.S. export laws and/or regulations and/or the laws and/or regulations of the country in which the Licensed Software and any Update thereto was first acquired.

2. Software Maintenance Services

(a) Scope of Software Maintenance Services. During the Software Maintenance Period, TZ will provide the services described in Sections 2(b) and 2(c) (collectively, "Software Maintenance Services"). lfTZ performs any services outside the scope of the Software Maintenance. Services, which End User acknowledges and agrees that TZ is not obligated to perform including, but not limited to, services requested by End User in accordance with Section 2(d) (Other Errors) and/or services required due to acts, omissions and/or events set forth in Section 2(e) (Limitations and Exclusions), such services shall be rendered, if at all, at End User's sole expense. TZ's obligation under this EULA is solely to undertake the agreed Software Maintenance Services and not to achieve, without limitation, technical, economical, and/or other results.

(b) Support. Unless otherwise agreed in writing between TZ and End User, TZ during the Business Day no later than two (2) Business Days following request, absent exigent circumstances, the finding of which shall be subject to the sole discretion of TZ, shall subject to its sole discretion, via telephone, e-mail, or TZ's technical support website, if any, provide the following services at TZ's sole expense: (i) respond to End User's questions regarding any failure of the Licensed Software and any Update (in the event the Update is not governed by a new end user'license agreement) to substantially conform to the applicable Documentation ("Problem") and (ii) if End User reports a Problem to TZ with a detailed description of the Problem, use commercially reasonable efforts to correct any reproducible Problem so that the Licensed Software and any Update thereto functions substantially in conformance with the Documentation by and without limitation delivering patches, identifying a work-around or detour solution and/or specifying a plan for correcting the Problem ("Support").

(c) Problem Reporting, Response, Resolution and Escalation. End User shall inform TZ of a Problem by providing the information required to correct the Problem and/or as otherwise reasonably requested by TZ. Based upon the information provided, TZ will, subject to TZ's sole discretion, assign to the Problem a severity level. TZ reserves the right, in its sole discretion, to downgrade at any time and from time to time the assigned severity level: (i) if the Problem is determined to be

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less severe than originally reported and/or assessed by TZ; and/or (ii) as TZ provides solution(s) to lessen the impact of the Problem. In the event TZ in its opinion is unable to effectively provide Support due. to End User's failure to provide required information to TZ and/or reasonably cooperate as requested by TZ, TZ may, subject to its sole discretion, immediately cease providing Support. The Support may resume, subject to TZ having received adequate assurance from End User that the information required to correct the Problem and/or as otherwise reasonably requested by TZ will be provided in a timely manner. If TZ specifies any response and resolution times (collectively, "Response Times"), which Response Times may be revised from time to time by TZ, subject to its sole discretion, such Response Times shall constitute mere targets only and TZ shall not under any and all circumstances whatsoever be liable to End User for any delay and/or any damages of any kind and/or nature whatsoever that may result from failing to meet such target Response Times.

(d) Other Errors. If TZ believes that an error reported by End User may not be due to a Problem, is otherwise outside the scope of the Software Maintenance Services and/or falls within the scope of Section 2(e) (Limitations and Exclusions), TZ shall notify End User and End User may then either: (i) direct TZ to proceed with services regarding said error at End User's possible expense ("End User's Possible Expense") as provided for in this Section 2(d) which End User agrees to; or (ii) advise TZ that End User does not desire that the error be pursued, in which case TZ may elect, at its sole discretion, not to pursue the error without liability therefor. In the event End User requests that the error be pursued at End User's Possible Expense and the error is corrected but such error is not due to a Problem, is otherwise outside the scope of the Software Maintenance Services and/or falls within the scope of Section 2(e) (Limitations and Exclusions), which determination shall be made solely by TZ, subject to .its sole discretion, End User shall and agrees to pay TZ its standard charges (for labor and materials) that are in than in effect for correcting such error and End User shall submit payment within thirty (30) days of the date of TZ's invoice.

(e) Limitations and Exclusions. TZ shall not be obligated to provide Software Maintenance Services if a Problem is caused by or related to: (i) End User's mishandling, abuse, misuse and/or use of the Licensed Software and any Update thereto, other than in accordance with TZ's Documentation and Related Documents; (ii) use of the Licensed Software and any Update thereto with media, interfacing, supplies, hardware, accessories, products and/ or software that was not expressly approved in writing by TZ for use with the Product; (iii) changes to End User's environment in which the Licensed Software and any Update thereto was initially used; (iv) acts and/or omissions of persons other than TZ; (v) installation, maintenance, and/or repair of the Licensed Software and any Update thereto by End User and/or a third party, except if authorized in writing by TZ; (vi) working around any technical limitations; (vii) electrical disturbances, fire and other casualties; and (vii) failure to implement any and all Updates and/or other new releases of software (collectively, "New Releases') made available to End User, with or without cost, (provided however, for the avoidance of doubt, TZ is not obligated to make available any minimum number of New Releases). End User shall also not be obligated to provide Software Maintenance Services and/or any other services for: (a) the Licensed Software and any Update thereto that has been modified other than by TZ, unless such modification was approved by TZ in writing and made in strict conformance with all instructions, documentation and specifications provided by TZ in writing; (b) the Licensed Software and any Update thereto that TZ modified in accordance with End User's request, specifications and/or instructions; or (c) third party products. TZ shall also not be obligated to provide Software Maintenance Services, except for the most recent version of the Licensed Software and any Update.thereto (excepting in the event the Update is governed by a new end user license agreement which terms shall govern) and only for the balance of the Service Maintenance Period in the event such Service Maintenance Period has not expired at the time the most recent version of the Licensed Software, and any Update thereto is received by End User. TZ shall have no obligation whatsoever to provide any Software Maintenance Services for any version of the Licensed Software and any Update thereto that has been discontinued more than twelve (12) months prior to a request for software maintenance services.

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(f) Payment. TZ may invoice End User in advance (excepting for an End User Possible Expense) for the performance of Software Maintenance Services not included free of charge pursuant to the terms of this EULA, at TZ's standard rates for labor and materials at which time such labor and materials are furnished. TZ, upon request of End User, shall furnish an estimate of TZ's charges for labor and materials prior to the commencement of any work, End User shall submit payment within thirty (30) days of the invoice date.

3. Limited Warranty (Licensed Software and Software Maintenance Services) and Limitation and Exclusion of Damages

(a) Limited Warranty for Licensed Software. TZ solely warrants that the Licensed Software in accordance with the Limited Warranty during the Limited Warranty Period For The Licensed Software. In the event TZ furnisnes to End User an Update for additional consideration which is not governed by a new end user license agreement, TZ solely warrants that the Update shall perform in accordance with the Limited Warranty during the Limited Warranty Period For The Update (hereinafter the Limited Warranty Period For The Licensed Software and the Limited Warranty Period For The Update are collectively referred to as the "Limited Warranty Period"). The Limited Warranty does not apply to Damage and/or to expendable and/or consumer parts to the Licensed Software and Update thereto.

Subject to the foregoing, in the event TZ receives notice sent via email at support@tz.net from End User prior to the expiration of the Limited Warranty Period that the Licensed Software and any Update thereto does not perform substantially in accordance with the Documentation specifying the claimed defect ("Notice of Defect"), TZ shall as soon as practical, but in no event later than ten (10) Business Days following receipt of notice, subject to its sole discretion, either refund End User's purchase price or replace the Licensed Software and any Update thereto with a new copy or the functional equivalent at TZ's cost and expense as End User's sole and exclusive remedy. Upon receipt of such notice, TZ will then contact End User and provide details on the refund or replacement process.

That notwithstanding any term of this EULA that may be to the contrary, End User shall have no warranty claim and forever waives all warranty claims under this EULA, unless TZ receives End User's Notice of Defect within thirty (30) days after the date End User knew of or should have known of the defect and prior to the expiration of the Limited Warranty Period.

THIS LIMITED WARRANTY GIVES END USER SPECIFIC LEGAL RIGHTS AND END USER MAY HAVE OTHER RIGHTS WHICH MAY VARY FROM STATE TO STATE AND COUNTRY TO COUNTRY. THE WAIVER AND LIMITATION OF DAMAGES SET FORTH IN SECTION S(a) APPLIES TO BREACH OF THIS LIMITED WARRANTY. HOWEVER, SECTION S(a) MAY NOT APPLY TO END USER FOR SOME STATES AND COUNTRIES DO NOT PERMIT THE WAIVER AND/OR LIMITATION OF INDIRECT, CONSEQUENTIAL, INCIDENTAL AND SPECIAL, DAMAGES AND/OR OTHER DAMAGES.

(b) Limited Warranty for Software Maintenance Services. Subject to the terms of this EULA, TZ warrants that the Software Maintenance Services shall be performed in a competent and professional manner as determined by TZ ("Software Maintenance Services Limited'Warranty").

THE SOFTWARE MAINTENANCE SERVICES LIMITED WARRANTY GIVES END USER SPECIFIC LEGAL RIGHTS AND END USER MAY HAVE OTHER RIGHTS WHICH MAY VARY FROM STATE TO STATE AND COUNTRY AND COUNTRY.

THE WAIVER AND LIMITATION OF DAMAGES SET FORTH IN SECTION S(a) APPLIES TO BREACH OF THE SOFTWARE MAINTENANCE SERVICES LIMITED WARRANTY. HOWEVER, SECTION S(a) MAY NOT APPLY TO END USER FOR SOME STATES AND COUNTRIES DO NOT PERMIT THE WAIVER AND/OR LIMITATION OF SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL DAMAGES AND/OR' OTHER DAMAGES.

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(c) Disclaimer of Warranties. EXCEPT AS SPECIFIED IN SECTIONS 3(a) AND 3(b) AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, TZ DISCLAIMS ALL EXPRESS REPRESENTATIONS, INDEMNITIES, GUARANTEES, CONDITIONS, DUTIES AND WARRANTIES WITH REGARD TO ANY SOFTWARE MAINTENANCE SERVICES, THE LICENSED SOFTWARE AND UPDATES THERETO WHETHER BY STATUTE, COMMON LAW, CUSTOM AND/OR OTHERWISE REGARDLESS OF THE LEGAL AND/OR EQUITABLE THEORY ON WHICH SUCH IMPLIED WARRANTY, INDEMNITY, GUARANTY, CONDITION, DUTY OR REPRESENTATION MAY BE BASED, INCLUDING, WITHOUT LIMITATION, CONTRACT, TORT, COURSE OF DEALING, USAGE AND/OR TRADE PRACTICE, EXCEPT FOR THE EXPRESSED LIMITED WARRANTY SET FORTH ABOVE.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, TZ DISCLAIMS AND DISAVOWS ALL IMPLIED WARRANTIES, INDEMNITIES, GUARANTEES, CONDITIONS, DUTIES AND REPRESENTATIONS INCLUDING, BUT NOT LIMITED TO, ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT WHETHER BY STATUTE, COMMON LAW, CUSTOM AND/OR OTHERWISE, REGARDLESS .OF THE LEGAL AND/OR EQUITABLE THEORY ON WHICH SUCH IMPLIED WARRANTY, INDEMNITY, GUARANTY, CONDITION, DUTY OR REPRESENTATION MAY BE BASED, INCLUDING, WITHOUT LIMITATION, CONTRACT, TORT, COURSE OF DEALING, USAGE AND/OR TRADE PRACTICE.

TZ DOES NOT WARRANT AND DISCLAIMS THAT THE OPERATION OF THE LICENSED SOFTWARE AND UPDATE THERETO WILL BE UNINTERRUPTED OR ERROR FREE. TZ DOES NOT WARRANT AND DISCLAIMS TRAT THE LICENSED SOFTWARE AND UPDATE THERETO WILL OPERATE IN HARDWARE AND IN COMBINATION WITH OTHER SOFTWARE, EXCEPT IF PROVIDED BY TZ AND/OR THAT THE LICENSED SOFTWARE AND/OR UPDATE THERETO WILL MEET END USER'S REQUIREMENTS.

4. Term and Termination

(a) Term and Renewal. TZ shall only provide Software Maintenance Services during the Software Maintenance Period, which shall not be automatically renewed. If End User desires to obtain Software Maintenance Services following the Software Maintenance Period, End User shall submit to TZ in writing a ~ew order. Nothing herein obligates TZ to accept such new order. Rates for subsequent Software Maintenance Periods may vary. Additional fees may apply if End User allows the Software Maintenance Services.to lapse, and wishes to resume such Software Maintenance Services at some future date.

(b) Termination for Cause. Either party may terminate this EULA by written notice, effective immediately, if the other party fails to cure any material breach of.this EULA within thirty (30) days after receiving a written notice from the non-breaching party setting forth with reasonable specificity the alleged material breach. For purpose of avoiding any doubt, the limited license granted End User under this EULA is only effective until terminated pursuant to the terms of this EULA.

(c) Consequences. In the event that End User terminates this EULA for cause because ofTZ's material breach, End User shall be entitled to receive a proportionate credit equal to any fees with respect to the Software Maintenance Services applicable to the thirtY (30) days immediately preceding the date of termination. End User shall not under any circumstances be entitled to receive a refund. lfTZ terminates this EULA due to End User's matertal breach, End User shall return to TZ all the Licensed Software and any Updates thereto, TZ's Confidential Information (and other tangibles and intangibles received in connection with the Licensed Software, any Updates thereto and Software Maintenance Services without retaining any copies thereof) and all licenses granted to End User under this EULA for the Licensed Software and any Update thereto shall automatically be revoked without further notice. Under no circumstances whatsoever is End User entitled to a refund and/or credit in the event TZ terminates this EULA for cause because of End User's material breach.

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5. Waiver and Limitation of Damages

(a) Limitation of Direct Damages. THE MAXIMUM LIABILITY OF END USER IN THE AGGREGATE FOR ACTUAL DIRECT DAMAGES TO TZ, AND THE MAXIMUM LIABILITY OF TZ, TOGETHER WITH TZ'S REPRESENTATIVES TO END USER FOR ACTUAL DIRECT DAMAGES ARISING UNDER THE TERMS OF THIS EULA INCLUDING, BUT NOT LIMITED TO, FOR BREACH AND/OR IN TORT, STRICT LIABILITY AND/OR UNDER ANY OTHER THEORY AT LAW AND/OR AT EQUITY SHALL NOT EXCEED IN THE AGGREGATE THE FEE CHARGED END USER BY TZ FOR THE LICENSED SOFTWARE AND ANY UPDATE THERETO WHICH GAVE RISE TO THE CLAIM OR THE FEE CHARGED END USER 'BY TZ FOR THE SOFTWARE MAINTENANCE SERVICES WHICH GAVE RISE TO THE CLAIM (EACH, "LIQUIDATED DAMAGES FOR DIRECT DAMAGES"). TZ AND END USER AGREETHAT THE AMOUNT OF LIQUIDATED DAMAGES FOR DIRECT DAMAGES IS JUST COMPENSATION BASED UPON AT THIS TIME A REASONABLE FORECAST OF THE LOSS, HARM AND/OR DAMAGES THAT EACH PARTY MAY SUSTAIN AND THE DAMAGES THAT MAY RESULT ARE IMPOSSIBLE OR VERY DIFFICULT TO ESTIMATE ACCURATELY. TZ AND END USER ACKNOWLEDGE AND AGREE THAT EACH PARTY ACCEPTS THE TERMS OF THIS PROVISION FREELY AND WITHOUT COMPULSION AND/OR DURESS FOR THE TERMS ARE COMMERCIALLY REASONABLE.

Waiver of Consequential Damages and in the Alternative Limitation of Consequential Damages. TZ, TOGETHER WITH TZ'S REPRESENTATIVES SHALL NOT BE LIABLE TO END USER AND END USER SHALL NOT BE LIABLE TO TZ FOR INDIRECT, CONSEQUENTIAL, INCIDENTAL SPECIAL DAMAGES AND/OR PUNITIVE DAMAGES (COLLECTIVELY, "CONSEQUENTIAL DAMAGES)" ARISING FROM AND/OR RELATED TO THE SUBJECT MATIER OF THIS EULA INCLUDING, BUT NOT LIMITED TO, THE USE OR INABILITY TO USE THE LICENSED SOFTWARE AND ANY UPDATE THERETO, RESULTING FROM AND/OR ARISING FROM ANY BREACH OF THIS EULA, TOGETHER WITH ANY BREACH OF ANY DUTY AND/OR CONDITION UNDER ANY THEORY OF LAW AND/OR EQUITY WHATSOEVER INCLUDING, BUT NOT LIMITED TO, LOSS OF USE, LOSE OF REVENUE, LOSS OF ACTUAL OR ANTICIPATED PROFITS (INCLUDING LOSS OF PRIMARY AND SECONDARY PROFITS); LOSS OF THE USE OF MONEY; LOSS OF ANTICIPATED SAVINGS; LOSS OF BUSINESS; LOSS OF OPPORTUNITY; LOSS OF GOODWILL; LOSS OF REPUTATION; LOSS OF DAMAGE TO OR CORRUPTION OF DATA; OR ANY DAMAGES (EXCEPTING COMPENSATORY DAMAGES AS SET FORTH IN THE PRECEDING PARAGRAPH) WHATSOEVER HOWSOEVER CAUSED (COLLECTIVELY, "WAIVER OF CONSEQUENTIAL DAMAGES"). IN THE EVENT THE WAIVER OF CONSEQUENTIAL DAMAGES IS HELD BY A COURT OF COMPETENT JURISDICTION BY A FINAL ORDER, SUBJECT TO EXHAUSTION OF ALL RIGHTS OF APPEAL, TO BE UNENFORCEABLE, THE MAXIMUM LIABILITY OF END USER IN THE AGGREGATE FOR CONSEQUENTIAL DAMAGES AGAINST TZ, TOGETHER WITH TZ'S REPRESENTATIVES AND THE MAXIMUM LIABILITY OF TZ IN THE AGGREGATE AGAINST END USER FOR CONSEQUENTIAL DAMAGES SHALL NOT EXCEED IN THE AGGREGATE THE FEE CHARGED END USER BY TZ FOR THE LICENSED SOFTWARE AND ANY UPDATE THERETO WHICH GAVE RISE TO THE CLAIM OR THE FEE CHARGED END USER BY TZ FOR THE SOFTWARE MAINTENANCE SERVICES WHICH GAVE RISE TO THE CLAIM {"LIQUIDATED DAMAGES FOR CONSEQUENTIAL DAMAGES'). TZ AND END USER AGREE THAT THE AMOUNT OF LIQUIDATED DAMAGES FOR CONSEQUENTIAL DAMAGES IS JUST COMPENSATION BASED UPON AT THIS TIME A REASONABLE FORECAST OF THE LOSS OR HARM OR DAMAGES THAT EACH PARTY MAY SUSTAIN AND THE CONSEQUENTIAL DAMAGES THAT MAY RESULT ARE IMPOSSIBLE OR VERY DIFFICULT TO ESTIMATE ACCURATELY. TZ AND END USER ACKNOWLEDGE AND AGREE THAT EACH PARTY ACCEPTS THE TERMS OF THIS PROVISION FREELY AND WITHOUT COMPULSION AND/OR DURESS FOR THE TERMS ARE COMMERCIALLY REASONABLE.

THIS FOREGOING WAIVER AND LIMITATIONS OF DAMAGES PROVISIONS APPLIES TO ALL CLAIMS WHATSOEVER, IN LAW AND IN EQUITY, INCLUDING, WITHOUT LIMITATION, FOR BREACH OF CONTRACT, BREACH OF GUARANTY OR CONDITION, BREACH OF

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WARRANTY, NEGLIGENCE, STRICT LIABILITY AND/OR ANY OTHER TORT TO THE EXTENT NOT IN VIOLATION OF APPLICABLE LAW, EXCEPT AS EXPRESSLY SET FORTH OTHERWISE

TZ AND END USER ACKNOWLEDGE AND AGREE THAT THE FOREGOING WAIVER LIMITATIONS OF DAMAGES PROVISIONS APPLIES EVEN IF (i) THE LIMITATION RESULTS IN A PARTY NOT RECEIVING FULL COMPENSATION FOR ALL LOSSES IT MAY SUSTAIN; (ii) EITHER PARTY KNEW OR SHOULD HAVE KNOWN ABOUT THE POSSIBILITY OF DAMAGES AND/OR (iii) THE REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

THIS SECTION 5(a) MAY NOT APPLY FOR SOME STATES AND COUNTRIES DO NOT PERMIT THE WAIVER AND/OR LIMITATION OF CONSEQUENTIAL DAMAGES.

TZ DISCLAIMS AND DISAVOWS ANY REPRESENTATION THAT IT WILL BE ABLE TO SERVICE, REPAIR AND/OR REPLACE THE LICENSED SOFTWARE AND UPDATES THERETO WITHOUT RISK TO OR LOSS OF AND/OR CORRUPTION OF THE SOFTWARE PROGRAM AND/OR DATA ALL OF WHICH RISK END USER FULLY ASSUMES.

This Section 5 does not apply to breach of Sections 1(b) and/or 1 (e) by End User and to 7(c) with respect to an award of Attorney.'s Fes and Litigation Expenses to the prevailing party.

6. Indemnification

Subject to the terms of Section 5, End User shall defend, indemnify and hold TZ harmless from and against any and all claims, demands, liabilities, losses, penalties, causes of action and judgments, and damages, together with reasonable attorney's fees, litigation expenses (including, but not limited to, professional fees) and costs pertaining to, arising from and/or relating to a breach of this EULA by End User, its employees, contractors, agents and/or representatives including, but not limited to, the use by End User of the Licensed Software and any Update thereto in violation of applicable law.

7. Miscellaneous

(a) Definitions:

(i) "Acceptance Date of the Licensed Software" shall mean the date that End User is notified by TZ or its authorized representative (oral notice is sufficient) that the Licensed Software has been installed in the Product, tested and is operational;

(ii) • Acceptance Date of an Update to the Licensed Software' shall mean the date that End User is notified by TZ or its authorized representative (oral notice is sufficient) that the Update is available to End User for installation in the Product by End User if directed by TZ to install or the event TZ elects to install the Update in the Product, the date that End User is notified by TZ or its authorized representative (oral notice is sufficient) that the Update has been installed in the Product, tested and is operational;

(iii) "Business Day' shall mean Monday-Friday 9:00 a.m. to 5:00 p.m. EST, excepting public holidays;

(iv) "Confidential Information" shall mean and include, without limitation, scientific and proprietary information, inventions, research and development, patent and applications, technical information, computer programs, know-how, trade secrets, knowledge, designs, drawings, specifications, concepts, data, material, photographs, products, equipment, reports, methods, processes, documentation, methodology, pricing, marketing plans, sales plans, acquisition plans, actual or potential customer lists and/or identifying information, salaries, business affairs, suppliers, vendors,

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manufacturers, contacts, profits, markets, sales strategies, unique servicing techniques, and any other information that has economic value to TZ and otherwise non-public;

(v) "Damage" shall mean as a result of accident, misuse, liquid spills, abuse, contamination and/or other external causes; by use outside the usage parameters provided for in the Related Documentation, by software, interfacing, parts and/or supplies not supplied by TZ and/or not approved in writing by TZ; by improper maintenance (except if performed by TZ), use in environmental conditions that do not conform to TZ's directives; by virus, infection, worm and/or similar malicious code not introduced by TZ; by loss, damage or destruction in transit; by modification, service and/or maintenance by anyone other than TZ and/or TZ authorized representative, absent the prior written approval of TZ and other matters and events beyond the control of TZ;

(vi) "Documentation' shall mean and include is written text that accompanies the Licensed Software and Update, tangible items that relate to the attributes, capabilities, characteristics and qualities of the Licensed Software and Update, architecture and design relating to environment and construction principles used in the design of the components of the Licensed Software and Updates, technical tangible items relating to the Licensed Software and Update including, but not limited to, code, algorithms, interfaces, and application programming interface.

(vii) "Licensed Software" shall mean the TZ Client Software and/or the TZ Asset Manager Software, together with any Update, as applicable, subject to TZ and End User entering into this EULA and TZ collecting all license fees.

(viii) "Limited Warranty' shall mean that the Licensed Software and Update shall perform substantially in accordance with the applicable Documentation during the Limited Warranty Period;

(ix) "Limited Warranty Period" shall mean the (a) with respect to the Licensed Software the date commencing on the Acceptance Date and ending ninety (90) days thereafter and (b) with respect to an Update commencing on the earlier of the date installed or used and ending ninety (90) days thereafter, absent earlier termination. of the EULA in accordance with its terms;

(x) "Related Documents" shall mean the User Guidelines and other written documentation which may accompany the Licensed Software and/or otherwise provided to End User relating to the Licensed Software.

(xi) "Software Maintenance Period" shall mean the period commencing on the date that End User is notified by TZ or its authorized representative (oral notice is sufficient) that the Licensed Software has been installed in the Product, tested and is operational and ending three hundred sixty five (365) days thereafter, absent earlier termination of the EULA in accordance with its terms;

(xii) "TZ Representatives" shall mean TZ's parent, subsidiaries and affiliates, its vendors, suppliers and distributors, together with their respective directors, officers, shareholders, members, managers, employees, agents, independent contractors, and other representatives; and

(xiii) "Update" shall mean, subject to the discretion of TZ, a new updated or upgraded version of the Licensed Software which may not include all existing software features and/or new features that TZ may release for other versions of the Licensed Software.

(b) Survival. The earlier termination of this EULA shall not affect the rights and obligations set forth in Sections 2(g) (Payment), 3 (Limited Warranty and Disclaimer), and 4 (Term and Termination), together with such other provisions that evidence the intent of the parties and/or by their nature must survive in order to give effect to this EULA all of which shall' survive earlier termination of this EULA.

(c) Governing Law and Attorney's Fees. In the event End User acquired the Licensed Software and any Update thereto, if applicable, in the USA, this EULA shall be governed in accordance with the laws of the State of Illinois regardless of confiict of law principles and place of execution. In the event End User acquired the Licensed Software and any Update thereto, if applicable, outside the USA, the laws of the country of acquisition shall govern. This EULA will not be governed by the United Nations Convention on Contracts for the International Sale of Goods. In the event a lawsuit

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is filed relating to the subject matter of this EULA including, but not limited to its enforcement and interpretation, the prevailing party shall be entitled to an award of reasonable attorney's fees, litigation expenses (including, but not limited to, professional fees) and costs (collectively, "Attorney's Fees and Litigation Expenses"). Words in this EULA importing the singular shall, where the context so admits, include the plural meaning and vice versa.

(d) Consumer Rights Not Affected. End User may have additional consumer rights under local law that this EULA may not change.

(e) Entire Agreement; Severability and Interpretation~ This EULA is the entire agreement between TZ and End User relating to the Licensed Software and any Update thereto (absent the Update being governed by a new end user license agreement), the Software Maintenance Services (absentthe Software Maintenance Services governed by a new software maintenance services agreement), the Documentation and the Related Documents and supersedes all prior or contemporaneous oral or written communications, proposals and representations with respect to the Licensed Software and any Update thereto and the Software Maintenance Services or any other subject matter covered by this EULA. If any provision of this EULA is held to be void, invalid, unenforceable or illegal by a court of competent jurisdiction subject to exhaustion of all rights of appeal, the remaining provisions shall continue in full force and effect. The captions and headings used in this EULA are solely for the convenience of the parties, and shall not be used in the interpretation of the text of this EULA. The parties acknowledge and agree that each party and its counsel had an opportunity to review this EULA or reviewed this EULA and that the rule/principle of contract construction to the effect that an ambiguity is to be resolved and interpreted against the drafting party shall not be employed in the interpretation of this EULA.

(f) Assignment and Binding Effect. This EULA, together with the rights and obligations arising hereunder may not be assigned, in whole or in part, without the prior written approval of TZ, which approval TZ shall not unreasonably withhold. In the event TZ agrees to assignment of this EULA at the request of End User, End User and such assignee shall be jointly and severally liable for all obligations and liabilities arising under this EULA. This EULA is binding upon End 'User, together with End User's successors and permitted assigns.

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TELEZYGOLOGY, INC,

The undersigned agree to the above EULA.

This EULA is not binding on Telezygology, Inc., until signed below by an authorized representative of End User and returned to Telezygology, Inc.

Signed for an on behalf of:

Telezygology, Inc.

Signature:

Name:

Tille:

Date:

This EULA is not binding on End User until signed below by an authorized representative.

Insert full legal name of End User

Signature:

Name:

Tille:

Date

Page I 10

!l!VirginiaTech I

August 16, 2017

Telezygology, Inc. 3 Twin Dolphin Drive, Suite 325 Redwood City, CA 94065 Attn: Leon van Gendt

Dear Mr. van Gendt:

Subject: Virginia Tech RFP #0050926

Thank you for your responses to the subject RFP.

Procurement Department (MC 0333) North End Center, Suite 2100, Virginia Tech 300 Turner Street NW Blacksburg, Virginia 24061 540/231-6221 Fax: 540/231-9628 www.procurement.vt.edu

The evaluation committee has additional questions. Therefore, we would appreciate your response to the following:

1. Will Telezygology, Inc. consider payment terms at 10% upon placement of order balance Net 30 after receipt of invoice and satisfactory completion of installation and testing?

2. What is the awning depth for the unit presented in your proposal and provide dimensions for the proposed awning?

3. What is the canopy/awning grade?

4. Can you provide contacts of customers that have outdoor lockers for reference checks? We would prefer customers in cold weather areas similar to or colder than ours.

5. What is the operating temperature range?

6. What is the operating temperature range with wind chill factor?

7. What are the options for a canopy or awning for the entire locker bank?

8. What are the options to light the entire locker bank area?

9. Is there an option of splitting the locker and having them back to back?

10. If we were to split the lockers and place them back-to-back, would that arrangement require an additional computer terminal?

Invent the Future

VIRGINIA POLYTECHNIC INSTITUTE AND STATE UNIVERSITY An equal opportunity, affirmative action institution

Your response by on August 21, 2017 3PM will be greatly appreciated.

Sincerely,

Robert B. Snuffer Buyer Senior/Contracts Officer (540) 231-5557

I

VIRGINIA POLYTECHNIC INSTITUTE AND STATE UNIVERSITY An equal opportunity, affirmative action institution

!NTIE!Ll!GIENT lOC!KIElR SYST!EM

CLARIFICATION QUESTIONS ROUND 2 TO TELEZYGOLOGY, INC.

RFP Name: Request for Proposal for Intelligent Locker Pilot Program, Virginia Polytechnic Institute State University

RFP Number: 0050926

Date: 22n° August 2017

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CLARIFICATION QUESTIONS

. VT QUESTION TZRESPONSE

1. Will Telezygology, Inc. consider payment TZ is required to pay a deposit to our Locker manufacturer on placement of order and terms at 10% upon placement of order make full payment before the Locker Bank is shipped. We are there/ore extending credit balance Net 30 after receipt of invoice and terms to VT since full payment from VT to TZ is made 30 days after completion of satisfactory completion of installation and installation and testing. testing?

In the interests of good will, TZ is willing to consider ...

• 25% on placement of purchase order; and

• Balance payable on installation and commissioning of the Locker Bank. Net thirty (30) days after receipt of invoice.

2. What is the awning depth for the unit 72.9 The Canopy spans across the central three presented in your proposal and provide Locker Columns centred about the Console. dimensions for the proposed awning?

39.5 33.4 The canopy sits approximately 40" pass the face of the Locker Bank.

0 Please see attached drawing for more 8.4"

details. I

~~ ' 23.5

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3. What is the canopy/awning grade?

4. Can you provide contacts of customers that have outdoor lockers for reference checks? We would prefer customers in cold weather areas similar to or colder than ours.

The canopy is constructed of fully welded 5mm thick hot rolled steel to JIS 3131 SPHC.

This is equivalent to ASTM A569.

The canopy is designed to support a snow load of 85 lb / sq ft in accordance with ASCE (American Society of Civil Engineers) Standard: ASCE/SEI 7-05, 'Minimum Design Loads for Buildings and Other'Structures'.

The best example of outdoor deployments is with UPS in the North East of the USA where there are more than 150 Locker Banks deployed in extreme cold weather climates.

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5. What is the operating temperature range? Most electronics have an operating temperature of 32F to 122F (0°C to 50°C). For cold weather deployments, we provide a heater and thermostat control in the Console to ensure optimum operating conditions are maintained for housed electronics.

For electronic hardware such as touchscreen and CCTV which are directly exposed to the cold temperature we use specialist hardware which operates at-4F to 158F (-20°C to 70°c).

6. What is the operating temperature range with Based on the available hardware, the operating ambient temperature of the Locker Bank wind chill factor? is -4F to 122F (-2o·c to so·ci.

Note that the Locker design has been subjected to Freezeffhaw testing - see attached engineering report.

7. What are the options for a canopy or awning It is possible to provide a canopy that spans across the entire Locker Bank although this for the entire locker bank? is an expensive option ... probably >$10,000 increase in price allowing for parts and

additional installation time.

In our experience, the canopy does not provide high levels of shelter in wind driven rain and snow.

Note that the Locker Bank itself is designed to be weatherproof and the Locker Crown slopes away from the front to direct rain and snow away from the operating face.

8. the options to light the entire locker bank We can provide an alternative Crown design which extends beyond the face of the area? Locker and incorporates LED strip lighting so that the entire Locker Bank can be lit.

There would be an additional charge for the integrated LED lighting and alternative Crown design.

9. Is there an option of splitting the locker and The Lockers can be split and placed back-to-back however we would typically introduce having them back to back? an additional Console and touchscreen on the alternative face to maintain ease of use for

10. If we were to split the lockers and place them delivery agents and students.

back-to-back, would that arrangement require Typically we design the Locker layout so that someone operating the Console has full an additional computer terminal? visibility of all the Locker doors.

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TELEZYGOLOGY, INC.

Attachment A

TZ Client Software and TZ Asset Manager Software End User License and Software Maintenance Service Agreement

1. End User License

(a) Application. This TZ Client Software and TZ Asset Manager End User License and Software Maintenance Service Agreement ("EULA") applies to the Licensed Software, together with any Update that TZ may make available to End User, with or without charge; after the date End User obtained its copy of the Licensed Software pursuant to the Contract between Telezygology, Inc. and Virginia Polytechnic Institute and State University dated September ,,2. '/ , 2017, Contract Number VTG-707-2018. For the purpose of avoiding any doubt, TZ is under no obligation to furnish, with or without consideration, an Update to the Licensed Software.

(b) Grant of Limited License to End User. Subject to the condition precedent that all licensing fees and other charges and expenses have been collected, TZ grants to End User a personal, non-exclusive, non-transferable, royalty free revocable license to use one (1) copy of the Licensed Software, together with any Update (absent the Update governed by a new end user license agreement) in object form solely in conjunction with and to operate the Product, subject to the terms set forth in this EULA, together with the terms of the Related Documents. End User acknowledges that TZ may monitor End User's compliance with the use restrictions including remotely and by allowing TZ upon reasonable notice to examine End User's premises and such other locations where the Product and Licensed Software and Update thereto are utilized. For purpose of avoiding any doubt, (i) the Licensed Software and any Update, if applicable, is strictly licensed and not sold to End User and (ii) End User may only install and/or operate the Licensed Software and any Update, if applicable, equivalent to the number of licenses purchased and paid for by End User.

(c) Reservation of Rights. The Licensed Software and/or any Update thereto are protected by copyright and patent laws, international treaties and other applicable laws in the country of usage and without limitation in the United States, and Australia. Subject to the limited revocable license granted to End User as set forth in Sections 1 (b) and 4(b) and (c), TZ solely and exclusively owns and retains all right, title and interest in and to the Licensed Software, any Update, the Related Documents and the Documentation including, without limitation, all copyrights, patents, patent applications, trade secrets, and other intellectual property rights. End User's possession, installation, or use of the Licensed Software, Update thereto, the Related Documents and the Documentation does not transfer to End User nor shall End User acquire any right, title and/or interest to the intellectual property embodied therein, except as strictly granted by this EULA. Without limiting the foregoing, End User acknowledges and agrees that nothing herein shall constitute a sale and/or conveyance of title to the Licensed Software and any Update thereto, including, but not limited to, any copies and portions thereof, together with the Related Documents and the Documentation.

(d) Software Update. TZ may make available to End User an Update to the Licensed Software in such form and format and on such media as TZ, in its sole discretion, deems appropriate. TZ reserves the right, in its sole discretion, not to create an Update (i.e. nothing herein entitles End User to receive a minimum and/or any number of Updates at any time whatsoever). End User may use an Update only to update or replace a previous version. In the event End User installs an Update, End User is strictly prohibited from continuing to use the previous version of the software separately.

(e) Restrictions. End User shall not and agrees not to sell, lease, license, rent, loan, or otherwise transfer, with or without consideration, the Licensed Software, any Update thereto, the Related Documents and the Documentation. End User shall keep the Documentation to the extent, if at all provided to End User, secret and confidential employing no less than commercially reasonable efforts. End User is strictly prohibited from attempting to derive the source code, reverse

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TELEZVGOLOGY, INC.

engineering, decompiling, decrypting, disassembling and/or creating any derivative software of the Licensed Software, and any Update, if applicable. In the event the foregoing restriction is in violation of applicable law, End User forever waives any and all rights to attempt to derive the source code, reverse engineer, decrypt, decompile, disassemble and/or create any derivative software of the Licensed Software and any Update. End User shall not copy and/or reproduce, in whole or in part, in any manner the Licensed Software, any Update, the Related Documents and/or the Documentation. Without the prior written approval of TZ, End User shall not extend the use and/or the benefit of the Licensed Software and Update thereto to any person and/or entity other than End User via, without limitation, a timesharing, network, service bureau and/or any other arrangement on a temporary and/or permanent basis. End User shall not remove any proprietary notices and labels on the Licensed Software, any Update thereto, the Related Documents and the Documentation. All rights not expressly granted under this EULA to End User are expressly reserved by TZ.

(f) U.S. Government License Rights. The Licensed Software, any Update and Related Documents are each a "Commercial Item," as defined by 48 C.F.R. 2.201, consisting of "commercial computer software" and "commercial computer software documentation," as defined by 48 C.F.R. 12.212 (Sept. 1995) and 48 C.F.R. 227.7202 (June 1995). Consistent with 48 C.F.R. 12.212, 48 C.F.R. 27.405(b)(2) (June 1998) and 48 C.F.R. 227.7202, all U.S. Government end users acquire the use of Licensed Software, Update and Related Documents with only those rights as are granted to other end users pursuant to the terms of this EULA.

(g) Export Restrictions. End User shall not export or re-export the Licensed Software and any Update thereto in violation of any applicable laws and/or regulations including, without limitation, U.S. export laws and/or regulations and/or the laws and/or regulations of the country in which the Licensed Software and any Update thereto was first acquired.

2. Software Maintenance Services

(a) Scope of Software Maintenance Services. During the Software Maintenance Period, TZ will provide the services described in Sections 2(b) and 2(c) (collectively, "Software Maintenance Services"). If TZ performs any services outside the scope of the Software Maintenance Services, which End User acknowledges and agrees that TZ is not obligated to perform including, but not limited to, services requested by End User in accordance with Section 2(d) (other Errors) and/or services required due to acts, omissions and/or events set forth in Section 2(e) (Limitations and Exclusions), such services shall be rendered, if at all, at End User's sole expense. TZ's obligation under this EULA is solely to undertake the agreed Software Maintenance Services and. not to achieve, without limitation, technical, economical, and/or other results.

(b) Support. Unless otherwise agreed in writing between TZ and End User, TZ during the Business Day no later than two (2) Business Days following request, absent exigent circumstances, the finding of which shall be subject to the sole discretion of TZ, shall subject to its sole discretion, via telephone, e-mail, or TZ's technical support website, if any, provide the following services at TZ's sole expense: (i) respond to End User's questions regarding any failure of the Licensed Software and any Update (in the event the Update is not governed by a new end user license agreement) to substantially conform to the applicable Documentation ("Problem") and (ii) if End User reports a Problem to TZ with a detailed description of the Problem, use commercially reasonable efforts to correct any reproducible Problem so that the Licensed Software and any Update thereto functions substantially in conformance with the Documentation by and without limitation delivering patches, identifying a work-around or detour solution and/or specifying a plan for correcting the Problem ("Support").

(c) Problem Reporting, Response, Resolution and Escalation. End User shall inform TZ of a Problem by providing the information required to correct the Problem and/or as otherwise reasonably requested by TZ. Based upon the information provided, TZ will, subject to TZ's sole discretion, assign to the Problem a severity level. TZ reserves the right, in its sole discretion, to downgrade at

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TELEZYGOLOGY, INC.

any time and from time to time the assigned severity level: (i) if the Problem is determined to be less severe than originally reported and/or assessed by TZ; and/or (ii) as TZ provides solution(s) to lessen the impact of the Problem. In the event TZ in its opinion is unable to effectively provide Support due to End User's failure to provide required information to TZ and/or reasonably cooperate as requested by TZ, TZ may, subject to its sole discretion, immediately cease providing Support. The Support may resume, subject to TZ having received adequate assurance from End User that the information required to correct the Problem and/or as otherwise reasonably requested by TZ will be provided in a timely manner. If TZ specifies any response and resolution times (collectively, "Response Times"), which Response Times may be revised from time to time by TZ, subject to its sole discretion, such Response Times shall constitute mere targets only and TZ shall not under any and all circumstances whatsoever be liable to End User for any delay and/or any damages of any kind and/or nature whatsoever that may result from failing to meet such target Response Times.

(d) Other Errors. If TZ believes that an error reported by End User may not be due to a Problem, is otherwise outside the scope of the Software Maintenance Services and/or falls within the scope of Section 2(e) (Limitations and Exclusions), TZ shall notify End User and End User may then either: (i) direct TZ to proceed with services regarding said error at End User's possible expense ("End User's Possible Expense") as provided for in this Section 2(d) which End User agrees to; or (ii) advise TZ that End User does not desire that the error be pursued, in which case TZ may elect, at its sole discretion, not to pursue the error without liability therefor. In the event End User requests that the error be pursued at End User's Possible Expense and the error is corrected but such error is not due to a Problem, is otherwise outside the scope of the Software Maintenance Services and/or falls within the scope of Section 2(e) (Limitations and Exclusions), which determination shall be made solely by TZ, subject to its sole discretion, End User shall and agrees to pay TZ its standard charges (for labor and materials) that are in than in effect for correcting such error and End User shall submit payment within thirty (30) days of receipt of TZ's invoice.

(e) Limitations and Exclusions. TZ shall not be obligated to provide Software Maintenance Services if a Problem is caused by or related to: (i) End User's mishandling, abuse, misuse and/or use of the Licensed Software and any Update thereto, other than in accordance with TZ's Documentation and Related Documents; (ii) use of the Licensed Software and any Update thereto with media, interfacing, supplies, hardware, accessories, products and/ or software that was not expressly approved in writing by TZ for use with the Product; (iii) changes to End User's environment in which the Licensed Software and any Update thereto was initially used; (iv) acts and/or omissions of persons other than TZ; (v) installation, maintenance, and/or repair of the Licensed Software and any Update thereto by End User and/or a third party, except if authorized in writing by TZ; (vi) working around any technical limitations; (vii) electrical disturbances, fire and other casualties; and (vii) failure to implement any and all Updates and/or other new releases of software (collectively, "New Releases") made available to End User, with or without cost, (provided however, for the avoidance of doubt, TZ is not obligated to make available any minimum number of New Releases). End User shall also not be obligated to provide Software Maintenance Services and/or any other services for: (a) the Licensed Software and any Update thereto that has been modified other than by TZ, unless such modification was approved by TZ in writing and made in strict conformance with all instructions, documentation and specifications provided by TZ in writing; (b) the Licensed Software and any Update thereto that TZ modified in accordance with End User's request, specifications and/or instructions; or (c) third party products. TZ shall also not be obligated to provide Software Maintenance Services, except for the most recent version of the Licensed Software and any Update thereto and only for the balance of the Service Maintenance Period in the event such Service Maintenance Period has not expired at the time the most recent version of the Licensed Software, and any Update thereto is received by End User. TZ shall have no obligation whatsoever to provide any Software Maintenance Services for any version of the Licensed Software and any Update thereto that has been discontinued more than twelve (12) months prior to a request for software maintenance services.

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TELEZYGOLOGY, INC.

(f) Payment. TZ may invoice End User in advance (excepting for an End User Possible Expense) for the performance of Software Maintenance Services not included free of charge pursuant to the terms of this EULA, at TZ's standard rates for labor and materials at which time such labor and materials are furnished. TZ shall furnish an estimate of TZ's charges for labor and materials prior to the commencement of any work, End User shall submit payment within thirty (30) days of the invoice receipt.

3. Limited Warranty (Licensed Software and Software Maintenance Services) and Limitation and Exclusion of Damages

(a) Limited Warranty for Licensed Software. TZ solely warrants that the Licensed Software will perform in accordance with the Limited Warranty during the Limited Warranty Period for the Licensed Software. In the event TZ furnishes to End User an Update for additional consideration which is not governed by a new end user license agreement, TZ solely warrants that the Update shall perform in accordance with the Limited Warranty during the Limited Warranty Period For The Update (hereinafter the Limited Warranty Period For The Licensed Software and the Limited Warranty Period For The Update are collectively referred to as the "Limited Warranty Period"). The Limited Warranty does not apply to Damage and/or to expendable and/or consumer parts to the Licensed Software and Update thereto.

Subject to the foregoing, in the event TZ receives notice sent via email at support@tz,net from End User prior to the expiration of the Limited Warranty Period that the Licensed Software and any Update thereto does not perform substantially in accordance with the Documentation specifying the claimed defect ("Notice of Defect"), TZ shall as soon as practical, but in no event later than ten (10) Business Days following receipt of notice, subject to its sole discretion, either refund End User's purchase price or replace the Licensed Software and any Update thereto with a new copy or the functional equivalent at TZ's cost and expense as End User's sole and exclusive remedy. Upon receipt of such notice, TZ will then contact End User and provide details on the refund or replacement process.

That notwithstanding any term of this EULA that may be to the contrary, End User shall have no warranty claim and forever waives all warranty claims under this EULA, unless TZ receives End User's Notice of Defect within thirty (30) days after the date End User knew of or should have known of the defect and prior to the expiration of the Limited Warranty Period.

THIS LIMITED WARRANTY GIVES END USER SPECIFIC LEGAL RIGHTS AND END USER MAY HAVE OTHER RIGHTS WHICH MAY VARY FROM STATE TO STATE AND COUNTRY TO COUNTRY. THE WAIVER AND LIMITATION OF DAMAGES SET FORTH IN SECTION 5(a) APPLIES TO BREACH OF THIS LIMITED WARRANTY. HOWEVER, SECTION 5(a) MAY NOT APPLY TO END USER FOR SOME STATES AND COUNTRIES DO NOT PERMIT THE WAIVER AND/OR LIMITATION OF INDIRECT, CONSEQUENTIAL, INCIDENTAL AND SPECIAL, DAMAGES AND/OR OTHER DAMAGES.

(b) Limited Warranty for Software Maintenance Services. Subject to the terms of this EULA, TZ warrants that the Software Maintenance Services shall be performed in a competent and professional manner as determined by TZ ("Software Maintenance Services Limited Warranty").

THE SOFTWARE MAINTENANCE SERVICES LIMITED WARRANTY GIVES END USER SPECIFIC LEGAL RIGHTS AND END USER MAY HAVE OTHER RIGHTS WHICH MAY VARY FROM STATE TO STATE AND COUNTRY AND COUNTRY.

THE WAIVER AND LIMITATION OF DAMAGES SET FORTH IN SECTION 5(a) APPLIES TO BREACH OF THE SOFTWARE MAINTENANCE SERVICES LIMITED WARRANTY. HOWEVER, SECTION 5(a) MAY NOT APPLY TO END USER FOR SOME STATES AND COUNTRIES DO NOT PERMIT THE WAIVER AND/OR LIMITATION OF SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL DAMAGES AND/OR OTHER DAMAGES.

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TELEZVGOLOGY, INC.

(c) Disclaimer of Warranties. EXCEPT AS SPECIFIED IN SECTIONS 3(a) AND 3(b) AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, TZ DISCLAIMS ALL EXPRESS REPRESENTATIONS, INDEMNITIES, GUARANTEES, CONDITIONS, DUTIES AND WARRANTIES WITH REGARD TO ANY SOFTWARE MAINTENANCE SERVICES, THE LICENSED SOFTWARE AND UPDATES THERETO WHETHER BY STATUTE, COMMON LAW, CUSTOM AND/OR OTHERWISE REGARDLESS OF THE LEGAL AND/OR EQUITABLE THEORY ON WHICH SUCH IMPLIED WARRANTY, INDEMNITY, GUARANTY, CONDITION, DUTY OR REPRESENTATION MAY BE BASED, INCLUDING, WITHOUT LIMITATION, CONTRACT, TORT, COURSE OF DEALING, USAGE AND/OR TRADE PRACTICE, EXCEPT FOR THE EXPRESSED LIMITED WARRANTY SET FORTH ABOVE.

TO THE MAXIMUM EXTENT PERMITIED BY APPLICABLE LAW, TZ DISCLAIMS AND DISAVOWS ALL IMPLIED WARRANTIES, INDEMNITIES, GUARANTEES, CONDITIONS, DUTIES AND REPRESENTATIONS INCLUDING, BUT NOT LIMITED TO, ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT WHETHER.BY STATUTE, COMMON LAW, CUSTOM AND/OR OTHERWISE, REGARDLESS OF THE LEGAL AND/OR EQUITABLE THEORY ON WHICH SUCH IMPLIED WARRANTY, INDEMNITY, GUARANTY, CONDITION, DUTY OR REPRESENTATION MAY BE BASED, INCLUDING, WITHOUT LIMITATION, CONTRACT, TORT, COURSE OF DEALING, USAGE AND/OR TRADE PRACTICE.

TZ DOES NOT WARRANT AND DISCLAIMS THAT THE OPERATION OF THE LICENSED SOFTWARE AND UPDATE THERETO WILL BE UNINTERRUPTED OR ERROR FREE. TZ DOES NOT WARRANT AND DISCLAIMS THAT THE LICENSED SOFTWARE AND UPDATE THERETO WILL OPERATE IN HARDWARE AND IN COMBINATION WITH OTHER SOFTWARE, EXCEPT IF PROVIDED BY TZ AND/OR THAT THE LICENSED SOFTWARE AND/OR.UPDATE THERETO WILL MEET END USER'S REQUIREMENTS.

4. Term and Termination

(a) Term and Renewal. TZ shall only provide Software Maintenance Services during the Software Maintenance Period, which shall not be automatically renewed. If End User desires to obtain Software Maintenance Services following the Software Maintenance Period, End User shall submit to TZ in writing a new order. Nothing herein obligates TZ to accept such new order. Rates for subsequent Software Maintenance Periods may vary. Additional fees may apply if End User allows the Software Maintenance Services to lapse, and wishes to resume such Software Maintenance Services at some future date.

(b) Termination for Cause. Either party may terminate this EULA by written notice, effective immediately, if the other party fails to cure any material breach of this EULA within thirty (30) days after receiving a written notice from the non-breaching party setting forth with reasonable specificity the alleged material breach. For purpose of avoiding any doubt, the limited license granted End User under this EULA is only effective until terminated pursuant to the terms of this EULA.

(c) Consequences. In the event that End User terminates this EULA for cause because of TZ's material breach, End User shall be entitled to receive a proportionate refund equal to any fees with respect to the Software Maintenance Services applicable to the thirty (30) days immediately preceding the date of termination. If TZ terminates this EULA due to End User's material breach, End User shall return to TZ all the Licensed Software and any Updates thereto, TZ's Confidential Information (and other tangibles and intangibles received in connection with the Licensed Software, any Updates thereto and Software Maintenance Services without retaining any copies thereof) and all licenses granted to End User under this EULA for the Licensed Software and any Update thereto shall automatically be revoked without further notice. Under no circumstances whatsoever is End User entitled to a refund and/or credit in the event TZ terminates this EULA for cause because of End User's material breach.

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5. Waiver and Limitation of Damages

(a) Limitation of Direct Damages. TO THE EXTENT ALLOWABLE BY LAW, THE MAXIMUM LIABILITY OF END USER IN THE AGGREGATE FOR ACTUAL DIRECT DAMAGES TO TZ, AND THE MAXIMUM LIABILITY OF TZ, TOGETHER WITH TZ'S REPRESENTATIVES TO END USER FOR ACTUAL DIRECT DAMAGES ARISING UNDER THE TERMS OF THIS EULA INCLUDING, BUT NOT LIMITED TO, FOR BREACH AND/OR IN TORT, STRICT LIABILITY AND/OR UNDER ANY OTHER THEORY AT LAW AND/OR AT EQUITY SHALL NOT EXCEED IN THE AGGREGATE THE FEE CHARGED END USER BY TZ FOR THE LICENSED SOFTWARE AND ANY UPDATE THERETO WHICH GAVE RISE TO THE CLAIM OR THE FEE CHARGED END USER BY TZ FOR THE SOFTWARE MAINTENANCE SERVICES WHICH GAVE RISE TO THE CLAIM.

Waiver of Consequential Damages and in the Alternative Limitation of Consequential Damages. TO THE EXTENT ALOWABLE BY LAW, TZ, TOGETHER WITH TZ'S REPRESENTATIVES, SHALL NOT BE LIABLE TO END USER AND END USER SHALL NOT BE LIABLE TO TZ FOR INDIRECT, CONSEQUENTIAL, INCIDENTAL SPECIAL DAMAGES AND/OR PUNITIVE DAMAGES (COLLECTIVELY, "CONSEQUENTIAL DAMAGES)" ARISING FROM AND/OR RELATED TO THE SUBJECT MATIER OF THIS EULA INCLUDING, BUT NOT LIMITED TO, THE USE OR INABILITY TO USE THE LICENSED SOFTWARE AND ANY UPDA1E THERETO, RESULTING FROM AND/OR ARISING FROM ANY BREACH OF THIS EULA, TOGETHER WITH ANY BREACH OF ANY DUTY AND/OR CONDITION UNDER ANY THEORY OF LAW AND/OR EQUITY WHATSOEVER INCLUDING, BUT NOT LIMITED TO, LOSS OF USE, LOSE OF REVENUE, LOSS OF ACTUAL OR ANTICIPATED PROFITS (INCLUDING LOSS OF PRIMARY AND SECONDARY PROFITS); LOSS OF THE USE OF MONEY; LOSS OF ANTICIPATED SAVINGS; LOSS OF BUSINESS; LOSS OF OPPORTUNITY; LOSS OF GOODWILL; LOSS OF REPUTATION; LOSS OF DAMAGE TO OR CORRUPTION OF DATA; OR ANY DAMAGES (EXCEPTING COMPENSATORY.DAMAGES AS SET FORTH IN THE PRECEDING PARAGRAPH) WHATSOEVER HOWSOEVER CAUSED (COLLECTIVELY, "WAIVER OF CONSEQUENTIAL DAMAGES"). IN THE EVENT THE WAIVER OF CONSEQUENTIAL DAMAGES IS HELD BY A COURT OF COMPETENT JURISDICTION BY A FINAL ORDER, SUBJECT TO EXHAUSTION OF ALL RIGHTS OF APPEAL, TO BE UNENFORCEABLE, THE MAXIMUM LIABILITY OF END USER IN THE AGGREGATE FOR CONSEQUENTIAL DAMAGES AGAINST TZ, TOGETHER WITH TZ'S REPRESENTATIVES AND THE MAXIMUM LIABILITY OF TZ IN THE AGGREGATE AGAINST END USER FOR CONSEQUENTIAL DAMAGES SHALL NOT EXCEED IN THE AGGREGATE THE FEE CHARGED END USER BY TZ FOR THE LICENSED SOFTWARE AND ANY UPDATE THERETO WHICH GAVE RISE TO THE CLAIM OR THE FEE CHARGED END USER BY TZ FOR THE SOFTWARE.MAINTENANCE SERVICES WHICH GAVE RISE TO THE CLAIM.

TZ DISCLAIMS AND DISAVOWS ANY REPRESENTATION THAT IT WILL BE ABLE TO SERVICE, REPAIR AND/OR REPLACE THE LICENSED SOFTWARE AND UPDATES THERETO WITHOUT RISK TO OR LOSS OF AND/OR CORRUPTION OF THE SOFTWARE PROGRAM AND/OR DATA ALL OF WHICH RISK END USER FULLY ASSUMES.

This Section 5 does not apply to breach of Sections 1 (b) and/or 1 (e) by End User, together with its employees, contractors, agents and representatives.

6. Indemnification

Subject to the terms of Section 5 and to the extent permitted by law, End User shall be responsible for any and all claims, demands, liabilities, losses, penalties, causes of action and judgments, and damages, together with reasonable attorney's fees, litigation expenses (including, but not limited to, professional fees) and costs pertaining to, arising from and/or relating to a breach of this EULA by

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End User, its employees, contractors, agents and/or representatives including, but not limited to, the use by End User of the Licensed Software and any Update thereto in violation of applicable law.

7. Miscellaneous

(a) Definitions:

(i) "Acceptance Date of the Licensed Software" shall mean the date that End User is notified by TZ or its authorized representative ( oral notice is sufficient) that the Licensed Software has been installed in the Product, tested and is operational;

(ii) "Acceptance Date of an Update to the Licensed Software" shall mean the date that End User is notified by TZ or its authorized representative (oral notice is sufficient) that the Update is available to End User for installation in the Product by End User if directed by TZ to install or the event TZ elects to install the Update in the Product, the date that End User.is notified by TZ or its authorized representative (oral notice is sufficient) that the Update has been installed in the Product, tested and is operational;

(iii) "Business Day" shall mean Monday-Friday 9:00 a.m. to 5:00 p.m. EST, excepting public holidays;

(iv) "Confidential Information" shall mean and include, without limitation, scientific and proprietary information, inventions, research and development, patent and applications, technical information, computer programs, know-how, trade secrets, knowledge, designs, drawings, specifications, concepts, data, material, photographs, products, equipment, reports, methods, processes, documentation, methodology, pricing, marketing plans, sales plans, acquisition plans, actual or potential customer lists and/or identifying information, salaries, business affairs, suppliers, vendors, manufacturers, contacts, profits, markets, sales strategies, unique servicing techniques, and any other information that has economic value to TZ and otherwise non-public;

(v) "Damage" shall mean as a result of accident, misuse, liquid spills, abuse, contamination and/or other external causes; by use outside the usage parameters provided for in the Related Documentation, by software, interfacing, parts and/or supplies not supplied by TZ and/or not approved in writing by TZ; by improper maintenance (except if performed by TZ), use in environmental conditions that do not conform to TZ's directives; by virus, infection, worm and/or similar malicious code not introduced by TZ; by loss, damage or destruction in transit; by modification, service and/or maintenance by anyone other than TZ and/or TZ authorized representative, absent the prior written approval of TZ and other matters and events beyond the control of TZ;

(vi) "Documentation" shall mean and include is written text that accompanies the Licensed Software and Update, tangible items that relate to the attributes, capabilities, characteristics and qualities of the Licensed Software and Update, architecture and design relating to environment and construction principles used in the design of the components of the Licensed Software and Updates, technical tangible items relating to the Licensed Software and Update including, but not limited to, code, algorithms, interfaces, and application programming interface.

(vii) "Licensed Software" shall mean the TZ Client Software and/or the TZ Asset Manager Software, together with any Update, as applicable, subject to TZ and End User entering into this EULA and TZ collecting all license fees.

(viii) "Limited Warranty" shall mean that the Licensed Software and Update shall perform substantially in accordance with the applicable Documentation during the Limited Warranty Period;

(ix) "Limited Warranty Period" shall mean the (a) with respect to the Licensed Software the date commencing on the Acceptance Date and ending ninety (90) days thereafter and (b) with respect to

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TELEZYGOLOGY, INC,

an Update commencing on the earlier of the date installed or used and ending ninety (90) days thereafter, absent earlier termination of the EULA in accordance with its terms;

(x) "Related Documents" shall mean the User Guidelines and other written documentation which may accompany the Licensed Software and/or otherwise provided to End User relating to the Licensed Software.

(xi) "Software Maintenance Period" shall mean the period commencing on the date that End User is notified by TZ or its authorized representative ( oral notice is sufficient) that the Licensed Software has been installed in the Product, tested and is operational and ending three hundred sixty five (365) days thereafter, absent earlier termination of the EULA in accordance with its terms;

(xii) "TZ Representatives" shall mean TZ's parent, subsidiaries and affiliates, its vendors, suppliers and distributors, together with their respective directors, officers, shareholders, members, managers, employees, agents, independent contractors, and other representatives; and

(xiii) "Update" shall mean, subject to the discretion of TZ, a new updated or upgraded version of the Licensed Software which may not include all existing software features and/or new features that TZ may release for other versions of the Licensed Software.

(b) Survival. The earlier termination of this EULA shall not affect the rights and obligations set forth in Sections 2(g) (Payment}, 3 (Limited Warranty and Disclaimer), and 4 (Term and Termination}, together with such other provisions that evidence the intent of the parties and/or by their nature must survive in order to give effect to this EULA all of which shall survive earlier termination of this EULA

(c) Governing Law. This EULA will not be governed by the United Nations Convention on Contracts for the International Sale of Goods. Words in this- EULA importing the singular shall, where the context so admits, include the plural meaning and vice versa.

(d) Consumer Rights Not Affected. End User may have additional consumer rights under local law that this EULA may not change.

(e) Entire Agreement; Severability and Interpretation. This EULA is the entire agreement between TZ and End User relating to the Licensed Software and any Update thereto (absent the Update being governed by a new end user license agreement}, the Software Maintenance Services (absent the Software Maintenance Services governed by a new software maintenance services agreement), the Documentation and the Related Documents and supersedes all prior or contemporaneous oral or written communications, proposals and representations with respect to the Licensed Software and any Update thereto and the Software Maintenance Services or any other subject matter covered by this EULA. If any provision of this EULA is held to be void, invalid, unenforceable or illegal by a court of competent jurisdiction subject to exhaustion of all rights of appeal, the remaining provisions shall continue in full force and effect. The captions and headings used in this EULA are solely for the convenience of the parties, and shall not be used in the interpretation .of the text of this EULA The parties acknowledge and agree that each party and its counsel had an opportunity to review this EULA or reviewed this EULA and that the rule/principle of contract construction to the effect that an ambiguity is to be resolved and interpreted against the drafting party shall not be employed in the interpretation of this EULA

(f) Assignment and Binding Effect. This EULA, together with the rights and obligations arising hereunder may not be assigned, in whole or in part, withoutthe prior written approval of TZ, which approval TZ shall not unreasonably withhold. In the event TZ agrees to assignment of this EULA at the request of End User, such assignee shall be liable for all obligations and liabilities arising under this EULA This EULA is binding upon End User, together with End User's successors and permitted assigns.

(g) Execution and Authorization. The person executing this EULA on behalf of Virginia Polytechnic Institute and State University warrants and represents: (i) that he or she has been and is duly authorized and empowered as an agent in his or her official capacity to enter into, execute and bind

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TELEZYGOLOGY, INC.

Virginia Polytechnic Institute and Slate University to the terms and conditions of this EULA; (ii) that this EULA does not constitute an ultra vires contract; and (Ill) that absent the truth and accuracy of foregoing warranties and representations, TZ would not enter Into this EULA.

The undersigned agree to the above EULA.

This EULA Is not binding until signed below by an authorized representative of each party.

Signed for·an on behalfof:

Telezygology, Inc.

Signature:

Name:

Tille:

Date: 10 I 02..f2o13:

Virginia Polyfechnlc Institute and State University

Signature:

Name:

Title:

Dat.e

o/3~1Q\, ~~ ~ w. µ~ P'AA; w. \.-\J,....,0L

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