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HomeMy WebLinkAboutRENEWAL FOR PARKS 11/30/16 SECURITYPROSLLC SOLUTIONS AS UNIQUE AS YOUR FINGERPRINT Renewal August 23, 2016 PREPARED FOR: PREPARED BY: Gilbert i � 877...291-3877--Office Parks Department 502-415-4989 — Mobil(, Product Sciution: Recurring Services Chris@securitypros-kasa.conn www.securitypros-usa.com . 14312 Railroad Street Memphis, 1N 47143 SECURITYPROS"` S QLUTiUNS AS UNIQUE AS YOUP FINGEAFIMNT Tuesday, September 20, 2016 (City of Jeffersonville: Parks Department) ATTN: Paul Northam Jeffersonville, IN 47130 Product Solution: Recurring Services Mr. Northam, Thank you for this opportunity to continue to provide you with our proposal for security services. Enclosed you will find the scope of work detailing our proposal to provide you and your department with a comprehensive security solution. Our solutions are designed to be flexible enough to expand as your needs change over time, as we have shown throughout the years. This forward thinking design combined with our services platform will ensure that your investment today will last for years to come. The solution below represents the change in billing to an annual comprehensive platform as well as including the ProCare Elite services that have been provided to the City of Jeffersonville throughout the last seven years before the formal platform of ProCare was created. We appreciate this opportunity to work with you and your department on this project and look forward to continuing our strong business partnership. If you should have any questions about this proposal, or if we can be of further assistance please do not hesitate to give me a call at 877-291-3877 or email at Chris@securitypros-usa.com. Sincerely, Chris Gilbert President Security Pros, LLC 877-291-3877 Chris@securitypros-usa.com CONFIDENTIAL www.securitypros-usa.com Page :1 of 9 SECURITYPROS" SOLUTIONS A5 UNIGUE AS ✓OUR f1NGEAPP/NT Jeffersonville Aquatic Center - Monthly Services Pricing: $1190.00 o Intrusion Detection Monthly Monitoring Services o Intrusion Detection Monthly ProCare Elite Service Agreement o Virtual Guard Monthly Monitoring Services o Video Surveillance Monthly ProCare Elite Service Agreement *Solutions Provided: We provide our Pro Care Elite service (Listed below) and monitoring of the site for burglary, video surveillance and virtual guard monitoring of the site to remove unwanted individuals during non-business hours. Bob Hedge Park - Monthly Services Pricing: $935.00 o Virtual Guard Monthly Monitoring Services o Video Surveillance Monthly ProCare Elite Service Agreement o Access Control Monthly Hosting Services o Access Control Monthly ProCare Elite Service Agreement *Solutions Provided: We provide our Pro Care Elite service (Listed below) access control timing of the restroom doors,video surveillance and virtual guard monitoring of the site to remove unwanted individuals during non-business hours. Jeffersonville GRC Park - Monthly Services Pricing: $150.00 o Intrusion Detection Monthly Monitoring Services o Intrusion Detection Monthly ProCare Elite Service Agreement o Video Surveillance Monthly ProCare Elite Service Agreement *Solutions Provided: We provide our Pro Care Elite service (Listed below) and monitoring of the site for burglary and video surveillance. Highland Dog Park - Monthly Services Pricing: $1628.00 o Virtual Guard Monthly Monitoring Services o Video Surveillance Monthly ProCare Elite Service Agreement o Access Control Monthly Hosting Services o Access Control Monthly ProCare Elite Service Agreement o Verizon Wireless Monthly Services o Database Management *Solutions Provided: We provide our Pro Care Elite service (Listed below) and database management, user control and set-up along with monitoring of the site for video surveillance and virtual guard monitoring of the site to remove unwanted individuals during non-business hours. CONFIDENTIAL www.securitypros-usa.com Page 2 of 9 SEGURITYPROS"' s OLUTiONS A5 UNIQUE As YOUP FINGE"Q'I" Ken Ellis Center - Monthly Services Pricing: $110.00 o Intrusion Detection Monthly Monitoring Services o Intrusion Detection Monthly ProCare Elite Service Agreement *Solutions Provided: We provide our Pro Care Elite service(Listed below) and monitoring of the site for burglary. Nachand Fieldhouse - Monthly Services Pricing: $110.00 o Intrusion Detection Monthly Monitoring Services o Intrusion Detection Monthly ProCare Elite Service Agreement *Solutions Provided: We provide our Pro Care Elite service (Listed below) and monitoring of the site for burglary. Jeffersonville River Stage - Monthly Services Pricing: $1080.00 o Intrusion Detection Monthly Monitoring Services o Intrusion Detection Monthly ProCare Elite Service Agreement o Virtual Guard Monthly Monitoring Services o Video Surveillance Monthly ProCare Elite Service Agreement o Verizon Wireless Monthly Services o Bi-Annual Commissioning *4 Months Not Billed Due to Dry Docking *Solutions Provided: We provide our Pro Care Elite service (Listed below) and monitoring of the site for burglary,video surveillance and virtual guard monitoring of the site to remove unwanted individuals during non-business hours. Vissing Park - Monthly Services Pricing: $2460.00 o Intrusion Detection Monthly Monitoring Services o Intrusion Detection Monthly ProCare Elite Service Agreement o Video Surveillance Monthly ProCare Elite Service Agreement o Access Control Monthly Hosting Services o Access Control Monthly ProCare Elite Service Agreement *Solutions Provided: We provide our Pro Care Elite service (Listed below) and monitoring of the site for burglary,video surveillance and access control on the restroom facilities of the site. CONFIDENTIAL www.securitypros-usa.com Page 3 of 9 SECURITYPRQS"` S LUTIGN6 AS UNIQUE AS VUup FiNurPPPINT Woehrle Park - Monthly Services Pricing: $125.00 o Access Control Monthly Hosting Services o Access Control Monthly ProCare Elite Service Agreement o Verizon Wireless Monthly Services *Solutions Provided: We provide our Pro Care Elite service (Listed below) and monitoring of the sites restroom facilities for controlled access during in use hours. Recurring Services Breakdown PARKS DEPARTMENT TOTAL $104,376.00 TWC Pass through Removed -$6,000.00 Total before 5%Annual payment discount $98,376.00 5% Discount(rounded) -$4,920.00 PARKS DEPARTMENT TOTAL (with 5%discount) $93,456.00 River Stage—(4 Month Docking) -$4,320.00 NEW ANNUAL PARKS DEPARTMNET TOTAL $89,136.00 *Annual Total Does Not Include 4 Months of River Stage During Dry Docking **Individual pricing above includes discounted rate ***This agreement assumes that the City of Jeffersonville will be responsible for the previously signed contract for Time Warner Services with Security Pros, and will be billed monthly for these services until the time that the TWC contract has been transferred from Security Pros to the City of Jeffersonville. CONFIDENTIAL www.securitypros-usa.com Page 4 of 9 SECURITYPROS"° S12-fION8 AS UN142UE AS YOUp F/NGfRp NINT Proposal Terms and Conditions 1.AGREEMENT VALIDITY&RECEIPT OF COPY- AlI Agreements are valid for acceptance within 30 calendar days from the date of issue.Subscriber also acknowledges receipt of a copy of this agreement. 2.PRICE POLICY- Prices quoted are non-union and do not Include any sales or applicable taxes,builder's risk Insurance,bonds,or permits.Prices are also based upon the scope of work defined In the request for proposal(RFP) and/or Security Pros,LLC proposal.In the event that the stated scope of work is modified,Security Pros reserves the right to revise its prices accordingly.Security Pros prices were developed on the assumption that all work defined in the RFP and/or Security Pros proposal will be awarded to a single contractor,unless otherwise noted, 3.PROPRIETARY- Any copies of confidential information concerning either parry,including such parry's parts,services,drawings,specifications,processes,and intellectual property,which may be provided to the other parry(the "Recipient")as a result of the purchase order between Security Pros and Customer are proprietary to and remain the exclusive property of such party and may not be used or disclosed by the Recipient without written consent of such party.Customer further agrees not to reverse engineer,disassemble,or decompile any tangible objects of Security Pros which embody such information.Sale of any product does not include the sale or transfer of any of Security Pros'intellectual property rights. 4.ASSIGNMENT- Customer may not assign these Terms and Conditions and Warranty,in whole or In part,without Security Pros'prior written consent.These Standard Parts Terms and Conditions and Warranty shall be binding upon completion and insure to the benefit of the parties'respective successors and permitted assigns. S.ENFORCEABILITY- If any provision of these Terms and Conditions and Warranty is held by a court of competent jurisdiction to be invalid or unenforceable for any reason,the remaining provisions will continue In full force and effect without being impaired or invalidated in any way and such court will replace such invalid or unenforceable provision with a valid and enforceable provision that will achieve,to the extent possible,the same economic,business and other purposes of the valid or unenforceable provision. 6.THIRD PARTIES- Nothing contained In these Standard Parts Terms and Conditions and Warranty,express or Implied,is Intended to confer upon any other person or entity any benefits,rights or remedies,Including the rights of a third-party beneficiary. 7.WAIVER OF RIGHTS- Failure of either party to insist on performance of any provision in these Standard Parts Terms and Conditions and Warranty or any purchase order shall not be construed as a waiver of that provision or a waiver of Security Pros'or Customers right to require compliance with such provision in any later Instance. 8.ENTIRE AGREEMENT- The terms and conditions set forth herein,together with any amendments,modifications,and any different terms or conditions expressly accepted by Security Pros in writing,shall constitute the entire agreement concerning parts.There are no oral or other representations or agreements. 9.TERMINATION- You,the Subscriber may cancel this agreement at any time prior to midnight of the third business day after the date of this transaction.Upon termination of this Agreement for any reason,Subscriber shall permit Security Pros or its agent to enter Subscriber's premises and disconnect Subscriber's transmitter or communicator from Security Pros monitoring network. 10.DEPOSITS- Prior to the initial start of installation and when not restricted by law,a 50%non-refundable deposit Is required for each agreement. 11.INVOICING&PAYMENTS- Upon delivery,Security Pros shall promptly issue to Customer an invoice,dated and numbered,for all parts for which such delivery was made.Each Invoice shall include: (1)The applicable purchase order reference number(when provided by the customer on the signature page of this agreement),(2)The Customer's location scheduled to receive the parts,(3)The price of such parts,(4)Applicable freight costs and(5)Applicable taxes,duties and fees(including without limitation any goods,services tax,and/or sales tax.Unless otherwise agreed to by both parties,invoicing will be on a progressive basis(Standard billing terms Net 30 days).A service charge of the lesser of 1.5%per month,or the maximum rate permitted by applicable law,will be added to past due amounts.Customer agrees to pay all costs and expenses of Security Pros associated with collection of any past due amounts,including reasonable attorney's fees.In addition,Security Pros reserves the right to hold further shipments of parts and/or Service Calls until said past due amounts are paid in full to Security Pros.Payment for parts by Customer shall not be delayed for any reason or contingent upon Customer's receipt of any payment from or action by another party.In the event Customer shall become insolvent or makes a general assignment for the benefit of creditors,or files or has filed against It a petition of bankruptcy or for reorganization,or pursues any other remedy under law related to the relief of debtors,or In the event a receiver be appointed of Customers property or business,Security Pros may,at Its sole discretion, Immediately and without notice terminate Its performance under any open invoices and treat the Customer as in default.Customer hereby grants Security Pros a purchase money security Interest(PMSI)In the parts until Security Pros has been paid in full.Wireless Communication Connection:Customer Is responsible for any overage charges due exceeding data limit 12.DEFAULT BY SUBSCRIBER- If Subscriber fails to pay any amount herein within the specified terms provided on the Invoice,or If Subscriber fails to perform any other provisions hereof within ten(10)days Security Pros may impose and collect a late charge on the amount of the delinquency at the maximum rate permitted by prevailing jurisdiction,but not greater than(18%)percent per annum.If the system is deactivated because of Subscribers past due balance,and if Subscriber desires to have the system reactivated,Subscriber agrees to pay in advance to Security Pros any past due balance,labor associated and applicable reconnection charges. 13.WORK SCHEDULE- Allow Security Pros at least fourteen(14)business days to schedule work after signed acceptance of proposal.Once the project has commenced,delays caused by situations beyond Security Pros control may result in additional labor expenses billable to the customer in addition to this signed agreement.If Security Pros personnel are unable to work due to any circumstances outside of Security Pros control,Security Pros will invoice for the lost man-hours at the standard Security Pros hourly rate.A minimum of four(4)hours per man within 100 miles of local Security Pros office,and a minimum of eight(8)hours per man over 1D0 miles of a Security Pros office.Standard business hours include Monday through Friday 8:00am to 4:00pm and excludes all major holidays and weekends. 14.MATERIALS- In the event that the project Is shut down for any reason due to circumstances outside of Security Pros control,customer agrees to settle outstanding labor expenses and all materlal/equipment for project specified in this signed agreement. 15.ASSIGNEES/SUBCONTRACTORS OF SECURITY PROS- Security Pros shall have the right to assign this Agreement to any other person,firm or corporation without notice to Subscriber and shall have the further right to subcontract any services,which it may perform.Subscriber acknowledges that this Agreement,and particularly those paragraphs relating to Security Pros maximum liability,liquidated damages,and third party indemnification,inure to the benefit of and are applicable to any assignees and/or subcontractors of Security Pros,and that they bind Subscriber with respect to said assignees and/or subcontractors with the same force and effect as they bind Subscriber to Security Pros. 16.WORKMANSHIP GUARANTEE- Security Pros warrants all labor services to be free of workmanship defects for a period of 30 days from the date that the work is performed.During the 30 day period,Security Pros will promptly repair,at no cost to the customer,any defects that are a direct result of labor workmanship.Any materials or equipment furnished by Security Pros to the customer will be covered by the corresponding manufacturers warranty.In the event of an equipment failure,a detailed claim request must be submitted to Security Pros support staff via email to supoort(asecuri=s-usa.com.In the event a warranty service call is made but no labor or equipment defect is found,Security Pros will invoice Its standard hourly rate(minimum hourly rates do apply)for Service Call.Security Pros,LLC makes no fitness-for-purpose warranty and any such warranty contained In the bid shall be excluded from this signed agreement. Installation of the Security Pros workmanship must have been performed by a Security Pros Authorized technician and must have been Inspected and approved for Workmanship Guarantee by Security Pros. This Guarantee is effective and valid only after final inspection and acceptance by Security Pros.If,after inspection by Security Pros,defects In materials and/or the workmanship of Security Pros materials are found,Security Pros will repair at its expense,but in no event shall Security Pros obligation over the life of this warranty exceed the Building/Business Owner's original cost of the installed materials.The warranty stated herein is the SOLE AND EXCLUSIVE REMEDY for defects In or failure of the materials supplied by Security Pros and/or Defective workmanship provided by the below named Security Pros Authorized Technician.This warranty does not cover failure of Security Pros Materials or Workmanship If In Security Pros'good faith determination,the failure was caused by natural disasters Including,but not limited to,the direct or indirect effect of lightning,improper handling,use or operation,abuse or misuse,misapplication,negligence,neglect,corrosion,extreme heat or cold,fire,acts of God,improper maintenance,lack of reasonable and necessary maintenance,Installations,repairs or modifications made or attempted by anyone other than Security Pros or Its authorized service representative(as designated In writing)of proper training,which,In the reasonable judgment of Security Pros,adversely affect the performance or reliability of the product. 17.LIMB 0,OF LIABILITY- It 1s understood and agreed:That Security Pros is not an Insurer;that insurance,if any,shall be obtained by Subscriber;that the payments provided for herein are based solely on the value of the service as set forth herein;that Security Pros makes no guarantee or warranty,including any implied warranty of merchantability or fitness that the equipment or services supplied will avert or prevent occurrences or the consequences therefrom which the system or service is designed or detect or avert.Subscriber acknowledges that it Is impractical and extremely difficult to fix the actual damages,If any,which may proximately result from a failure to perform any of the obligations herein,including,but not limited to monitoring or the failure of the system to properly operate with resulting loss to Subscriber because of, among other thin uncertain amount or value of Subscribers property or the property of others kept on the premises which may be lost,stolen,destroyed,damaged or otherwise affected by occurrences which the system or service is designed to detect or avert; il.The uncertainty of the response time of any police department,fire department,paramedic unit,or others be dispatched as a result of a signal being received; III.The inability to ascertain what portion,If any,of any loss would be proximately caused by Security Pros failure to perform or by Its equipment to operate; I,The uncertain nature of occurrences which might cause Injury or death to Subscriber or any other person which the system is designed to detect or avert; v.The nature of the service to be performed by Security Pros. CONFIDENTIAL www.securitypros-usa.com Page 5 of 9 SECURITYPROS"` SOLU71ONS AS UNIQUE AS YOUR FINGEPPPINr INTRUSION MONITORING TERMS AND CONDITIONS 1.PAYMENT AND TERMS- Subscriber agrees to pay to Security Pros,its agents or assigns for the sum of S270.00 payable monthly in advance.The first payment shall be paid upon execution of this Agreement.This Agreement shall be for an initial term of three(3)years and shall automatically be renewed for a new term of 30 days(month to month)after the initial term of three(3)years expires,unless either parry notifies the other in writing of its intention to terminate this Agreement,not less than thirty(30)days prior to the expiration of the original term or renewal term thereof.Security Pros may increase the monthly rate for any renewal period by giving Subscriber written notice. 2.RECEIPT OF COPY- Subscriber acknowledges receipt of a copy of this agreement. 3.CANCELLATION- You,the Subscriber may cancel this agreement at any time prior to midnight of the third business day after the date of this transaction. 4.LIMITATION OF LIABILITY- Subscriber understands and agrees that if Security Pros should be found liable for loss or damage due from failure of Security Pros to perform any of the obligations herein, including,but not limited to monitoring service,or the failure of the service or equipment in any respect whatsoever,Security Pros liability shall be limited to a sum equal to the total of six monthly payments or Two Hundred Fifty Dollars($250.00)whichever is the lesser,and this liability shall be exclusive;and that the provisions of this Section shall apply If loss or damage,irrespective of cause origin,results directly or indirectly to persons or property,from performance or non-performance of the obligations imposed by this Contract,or from negligence,active or otherwise,of Security Pros,its agents,servants,assigns or employees. If subscriber wishes Security Pros to assume a greater limited liability,Subscriber may obtain from Security Pros a greater limitation of liability by paying an additional periodic charge to Security Pros.If Subscriber elects to exercise this option,a rider shall be attached to this Agreement setting forth the terms,conditions and amount of the limited liability and the additional charge.Such rider and additional obligation shall in no way be interpreted to hold Security Pros as an insurer. S.Security Pros LIABILITY/DISCLAIMER OF WARRANTIES- SECURITY PROS DOES NOT REPRESENT OR WARRANT:THAT THE ALARM SYSTEM MAY NOT BE COMPROMISED OR CIRCUMVENTED;OR THAT THE SYSTEM OR SERVICE WILL PREVENT ANY LOSS BY BURGLARY,HOLD-UP,OR OTHERWISE;OR THAT THE SYSTEM OR SERVICE WILL IN ALL CASES PROVIDE THE PROTECTION FOR WHICH IT IS INSTALLED OR INTENDED.SUBSCRIBER ACKNOWLEDGES AND AGREES:THAT SECURITY PROS HAS MADE NO REPRESENTATIONS OR WARRANTIES,EXPRESS OR IMPLIED,AS TO ANY MATTER WHATSOEVER,INCLUDING WITHOUT LIMITATION THE CONDITION OF THE EQUIPMENT,ITS MERCHANTABILITY OR ITS FITNESS FOR ANY PARTICULAR PURPOSE.SUBSCRIBER FURTHER ACKNOWLEDGES AND AGREES:THAT SECURITY PROS IS NOT AN INSURER;THAT SUBSCRIBER ASSUMES ALL RISK OF LOSS OR DAMAGE TO SUBSCRIBER'S PREMISES OR TO THE CONTENTS THEREOF,SUBSCRIBER HAS DISCUSSED THE AMOUNTS SET FORTH IN PARAGRAH 5 WITH SECURITY PROS'AGENT,WHICH SETS FORTH SECURITY PROS' MAXIMUM LIABILITY IN THE EVENT OF ANY LOSS OR DAMAGE TO SUBSCRIBER OR ANYONE ELSE. 6.MONITORING SERVICES- Signals of the alarm systems owned by Subscriber at the premise hereinabove set forth shall be monitored by Security Pros.If in the opinion of Security Pros,use of the alarm system by Subscriber adversely affects the use of the signal receiving equipment,this Agreement may be terminated ten(SO)days following written notice to Subscriber. 7.RESPONSE TO ALARMS- Upon receipt of a burglar alarm signal,transmit the alarm to headquarters of the police department and notify the Subscriber or his designated representative by calling the telephone number supplied to Security Pros in writing by Subscriber.Upon written request from Subscriber,Security Pros will notify Subscriber or his designated representative first to receive authorization to dispatch the police department. • Upon receipt of a hold-up alarm signal,transmit the alarm to the police department. • Upon receipt of a"Sprinkler alarm signal,water flow signal,manual,smoke or automatic fire alarm signal,transmit the alarm to the fire department and notify Subscriber or his designated representatives by calling the telephone numbers supplied to Security Pros in writing by Subscriber. • Upon receipt of a monitor signal,notify Subscriber or his designated representatives by calling the telephone numbers supplied to Security Pros in writing by Subscriber. 8.TRANSMISSION LINES- Subscriber shall pay all charges made by any telephone or other utility for Installation,leasing and service charges of telephone lines connecting Subscriber's protected premises to Security Pros'central station.Subscriber acknowledges the alarm signals from Subscriber's alarm system are transmitted over Subscriber's regular telephone service to Security Pros'central station and in the event Subscribers telephone service is out of order,disconnected,placed on vacation or otherwise Interrupted,signals from Subscriber's alarm system will not be received in Security Pros'central station during any such interruption in telephone service and the Interruption will not be known to Security Pros.Subscriber further acknowledges and agrees that signals which are transmitted over telephone lines which are solely beyond the control and jurisdiction of Security Pros and are maintained and serviced by the applicable telephone company or utility.Security Pros,at Its option,may utilize a radio frequency system for transmitting alarm signals from Subscriber's premises to Security Pros'central station.Subscriber acknowledges that the use of radio frequencies are controlled by the Federal Communications Commission and changes in rules,regulations,and policies may necessitate the discontinuing use of such transmission facilities by Security Pros at Security Pros'sole option.Subscriber further acknowledges that radio frequency transmissions may be impaired or interrupted by atmospheric conditions,including electrical storms,power failures,or other conditions and events beyond the control of Security Pros. 9.SECURITY PROS'OBLIGATION- Subscriber and Security Pros agree that Security Pros'sole and only obligation under this Agreement shall be to monitor signals received by means of the protective system and respond thereto as set forth in Section 8 of this Agreement. 10.FALSE ALARMS- In the event an excessive number of false alarms are caused by Subscriber's carelessness,malicious action,or accidental use of the alarm system,Security Pros may at its sole discretion deem same to be a material breach of contract on the part of Subscriber and,at its option,In addition to all other legal remedies set forth below,be excused from further performance,upon the giving of ten(10)days written notice to Subscriber.Security Pros'excuse from performance shall not affect its right to recover damages from Subscriber. In the event a fine,penalty or fee is assessed against Security Pros by any governmental or municipal agency as a result of any alarm originating from Subscriber's premises, Subscriber agrees to forthwith reimburse Security Pros for same. Subscriber represents that he fully understands that the equipment,because of Its sensitivity and nature,Is subject to the influence of external events which are not within the control of Security Pros and which may cause the alarm to activate.Any and all such alarms which may occur shall not be construed as improper operation neither of the equipment nor as malfunction thereof,nor shall any or all of such alarms excuse any of the obligations of Subscriber as set forth in this Agreement. 11,INTERRUPTION OR CANCELLATION OF SERVICE- Security Pros assumes no liability for interruption of monitoring service due to strikes,riots,floods,storms,earthquakes,fires,power failures,insurrection,Interruption or unavailability of telephone service,acts of God,or for any other cause beyond the control of Security Pros and will not be required to supply monitoring service to Subscriber while Interruption of service due to any such cause may continue.This Agreement may be suspended or cancelled,without notice at the option of Security Pros,If Security Pros'Central Station or Subscriber's premises or equipment are destroyed by fire or other catastrophe,or so substantially damaged that it is impractical to continue service or in the event Security Pros is unable to render service as a result of any action by any governmental authority. 12.SUBSCRIBER'S DUTIES AS TO USE OF SYSTEM- The Subscriber shall carefully and properly test and set the alarm system Immediately prior to the securing of the premises and carefully test the system periodically during the term of this Agreement.Subscriber shall Immediately report to Security Pros any claimed Inadequacy in or failure of the system or service.Subscriber agrees to furnish Security Pros with all changes,revisions,and modifications to Subscriber's Information In writing.When any device or protections is used,including but not limited to"Space protection, CONFIDENTIAL www.securitypros-usa.com Page 6 of 9 r a S�EGTIONS AURITYPRV UWGUE AS YOUP �OS' SOL:. which is affected by turbulence or air,occupied airspace change,or other disturbing conditions,Subscriber shall turnoffor remove all things,animate or Inanimate,including, but not limited to all forced air heaters,air conditioners,horns,bells,animals,and any other sources of air turbulence or movement,which may interfere with the effectiveness of the system during closed periods while the alarm system is on.Subscriber shall have sole responsibility for silencing any audible device.In the event Security Pros is called upon by Subscriber,governmental authority,or others to silence Subscribers audible device,Subscriber agrees to pay for each such service call at Security Pros'then prevailing rate with a one hour minimum charge.Subscriber shall obtain,pay for,and keep in full force and effect,all necessary licenses and permits for the installation use of the alarm system during the original and any renewal term of this agreement. 15.TERMINATION- Upon termination of this Agreement for any reason,Subscriber shall permit Security Pros or its agent to enter Subscriber's premises and disconnect Subscriber's transmitter or communicator from Security Pros'monitoring network. 16.THIRD PARTY INDEMNIFICATION- When Subscriber in the ordinary course of business has the property others In his custody,or the alarm system extends to protect property of others,Subscriber agrees to and shall indemnify,defend and hold harmless Security Pros,its employees and agents for and against all claims brought by parties to this Agreement.This provision shall apply to all claims regardless of cause Including Security Pros'performance or failure to perform and including defects in products,design,installation,maintenance,operation or non- operation of the system whether based on negligence,active or passive,warranty,or strict or product liability on the part of Security Pros,its employees or agents,but this provision shall not apply to claims for loss or damage solely and directly caused by an employee of Security Pros while on Subscriber's premises. 17.PURCHASE ORDERS- It is understood and agreed by and between the parties hereto,that if there is any conflict between this Contract and Subscriber's purchase order,or any other document,this Agreement will govern,whether such purchase order or other document is prior or subsequent to this agreement. 18.ATTORNEY'S FEES- In the event it shall become necessary for Security Pros to Institute legal proceedings to collect the cost of any charges as set forth herein,then and in such proceeding,Subscriber shall pay to Security Pros reasonable attorney's fees where permitted by law. 19.INVALID PROVISIONS- In the event of any of the terms or provisions of this Agreement shall be declared to be invalid or in operative,all of the remaining terms and provisions shall remain in full force and effect. 20.ENTIRE INTEGRATED AGREEMENT;MODIFICATION;ALTERATION;WAIVER- This writing is intended by the parties as a final expression of their agreement and as a complete and exclusive statement of the terms thereof.This Agreement supersedes all prior representations,understandings or agreements of the parties and the parties rely only upon the contents of this Agreement in executing it.This Agreement can only be modified by a writing signed by the parties or their duly authorized agent.No waiver of a breach of any term or condition of this Agreement shall be construed to be a waiver of any succeeding breach.The parties agree that this Agreement Is to be performed in the State of Indiana,and shall be governed by the laws of the State of Indiana. We Are Not an Insurer. SUBSCRIBER AGREES THAT(A)NEITHER SECURITY PROS NOR ITS SUBCONTRACTORS OR ASSIGNEES,INCLUDING,WITHOUT LIMITATIONS,THOSE PROVIDING MONITORING SERVICES TO SUBSCRIBER,(COLLECTIVELY,-SUBCONTRACTORS-)ARE INSURERS OF SUBSCRIBER OR OTHER PERSONS LIVING IN,OR PRESENT AT THE MONITORED PREMISES,OR OF SUBSCRIBER'S PREMISES OR ITS CONTENTS;(B)IT IS SUBSCRIBER'S RESONSIBILITY TO OBTAIN ADEQUATE INSURANCE COVERING SUBSCRIBER,THE MONITORED PREMISES AND ITS CONTENTS,AND OTHER MEMBERS OF SUBSCRIBER'S HOUSEHOLD OR BUSINESS,AND OTHER AFFECTED PERSONS AND PROPERTY:(C)ALARM CO'S SERVICE FEES ARE BASED ON THE DETERRENCE AND OTHER VALUE OF THE SERVICES PROVIDED AND THE LIMITED LIABILITY PROVIDED SECURITY PROS AND SUBCONTRACTORS UNDER THIS CONTRACT,AND NOT ON THE VALUE OF SUBSCRIBER'S PREMISES OR ITS CONTENTS,OR THE LIKELIHOOD OR POTENTIAL EXTENT OR SEVERITY OF INJURY(INCLUDING DEATH)TO SUBSCRIBER OR OTHERS;AND(D)THE ALARM SYSTEM AND MONITORING AND OTHER SERVICES MAY NOT ALWAYS OPERATE AS INTENDED FOR VARIOUS REASONS,INCLUDING SECURITY PROS OR SUBCONTRACTOR NEGLIGENCE OR OTHER FAULT. WE CANNOT PREDICT THE POTENTIAL AMOUNT,EXTENT,OR SEVERITY OF ANY DAMAGES OR INJURIES THAT SUBSCRIBER OR OTHERS MAY INCUR WHICH COULD BE DUE TO THE FAILURE OF THE SYSTEM OR SERVICES TO WORK AS INTENNED AS SUCH(1) SUBSCRIBER HEREBY AGREES THAT THE LIMITS ON THE LIABILITY OF SECURITY PROS AND SUBCONTRACTORS,AND THE WAIVERS AND INDEMNITIES SET FORTH IN THIS CONTRACT ARE A FAIR ALLOCATION OF RISKS AND LIABILITIES BETWEEN SUBSCRIBER,SECURITY PROS,SUBCONTRACTORS AND ANY OTHER AFFECTED THIRD PARTIES;(ll)SUBSCRIBER WILL LOOK EXCLUSIVELY TO ITS INSURER FOR FINANCIAL PROTECTION FROM SUCH RISKS AND LIABILITIES,AND(III)EXCEPT AS PROVIDED IN PARAGRAPH STYLED"LIMITATION OF LIABILITY"BELOW,SUBSCRIBER WAIVES ALL RIGHTS AND REMEDIES AGAINST SECURITY PROS AND SUBCONTRACTORS,INCLUDING RIGHTS OF SUB ROGATION,THAT SUBSCRIBER, ANY INSURER,ANY INSURER,OR OTHER THIRD PARTYMAY HAVE DUE TO ANY LOSSES OR INJURIES SUBSCRIBER OR OTHERS INCUR. Limitation of Liability. SUBSCRIBER'S EXCLUSIVE REMEDIES FOR THE LIABILITY OF SECURITY PROS AND ITS SUBCONTRACTORS ARE SET FORTH IN THIS PARAGRAPH,EXCEPT AS PROVDED IN THIS PARAGRAPH,NEITHER SECURITY PROS,SUBCONTRACTORS,NOR ANY PERSON OR ENTITY AFFILIATED WITH ANY OF THEM SHALL BE LIABLE FOR ANY LOSS, INJURY,OR OTHER CONSEQUENCE ARISING DIRECTLY OR INDIRECTLY FROM THE FAILURE OF EITHER THE MONITORING SERVICE OR ALARM SYSTEM TO WORK AS INTENDED,OR DELAYS IN THE INSTALLATION OF OR REPAIRS TO SUBSCRIBER'S ALARM SYSTEM. NEITHER SECURITY PROS NOR ITS SUBCONTRACTORS ARE LIABLE FOR INTERRUPTIONS OF OUR SERVICES BEYOND THEIR CONTROL,OR ANY RESULTING CONSEQUENCES SHOULD SUCH INTERRUPTION OCCUR,NEITHER SECURITY PROS NOR ITS SUBCONTRACTORS ARE OBLIGATED TO SUPPLY YOU SUBSITUTE SERVICES IF SECURITY PROS,ITS SUBCONTRACTORS OR ANY PERSON OR ENTITY AFFILIATED WITH ANY OF THEM ARE DETERMINED TO BE RESPONSIBLE FOR ANY SUCH LOSS,INJURY,OR OTHER CONSEQUENCE,SUBSCRIBER'S CLAIMS SHALL BE LIMITED TO THE LESSER OF(1)$250.00 OR(II)SIX(6)TIMES THE MONTHLY SERVICE FEE,AS LIQUIDATED DAMAGES AND NOT ASA PENALTY.THIS AMOUNT IS SUBSRIBER'S SOLE REMEDY NO MATTER HOW THE LOSS,INJURY,OR OTHER CONSEQUENCE IS CAUSED,EVEN IF CAUSED BY SECURITY PROS OR SUBCONTRACTOR NEGLIGENCE,BREACH OF THIS CONTRACT,STRICT LIABILITY,FAILURE TO COMPLY WITH ANY APPLICABLE LAW, OR OTHER FAULT.AT SUBSCRIBER'S REQUEST,SECURITY PROS MAY IN ITS SOLE DISCRETION AGREE TO ASSUME ADDITIONAL LIABILITY BY TH E ATTACHMENT OF A RIDER TO THIS CONTRACT STATING THE EXTENT OF THE ADDITIONAL LIABILITY AND THE ADDITIONAL COST TO SUBSCRIBER. SUBSCRIBER AGREES THAT WERE SECURITY PROS TO HAVE LIABILITY GREATER THAN THAT STATED ABOVE,IT WOULD NOT PROVIDE THE SERVICES. NEITHER SECURITY PROS NOR ITS SUBCONTRACTORS ARE,NOR SHALL THEY BE,LIABLE TO SUBSCRIBER OR ANY OTHER PERSON FOR ANY INCIDENTAL,PUNITIVE,SPECULATIVE OR CONSEQUENTIAL DAMAGES. Hold Harmless.IF ANY THIRD PARTY FILES ANY CLAIM OR LEGAL ACTION AGAINT SECURITY PROS,SUBCONTRACTORS OR ANY OTHER PERSON OR ENTITY AUTHORIZED TO ACTON SECURITY PROS'S BEHALF ARISING FROM THE ALARM OR MONITORING SERVICES OR SUBSCRIBER'S ALARM SYSTEM,SUBSCRIBER AGREES TO DEFEND AND HOLD SECURITY PROS AND SUBCONTRACTORS COMPLETELY HARMLESS FROM ANY SUCH ACTIONS,INCLUDING ALL DAMAGES,EXPENSES,COSTS,AND ATTORNEYS'FEES THEY MAY INCUR. THIS INDEMNIFICATION SHALL APPLY EVEN IF SUCH ACTIONS ARISE FROM THE NEGLIGENCE OF SECURITY PROS OR SUBCONTRACTORS BREACH OF THIS CONTRACT,STRICT LIABILITY, AND NON-COMPLIANCE WITH ANY APPLICABLE LAW OR REGULATION,OR OTHER FAULT,SUBJECT TO OUR LIMITED LIABILITY SET FORTH ABOVE. Legal Actions. NO CLAIM OR LEGAL ACTION ARISING OUT OF THIS CONTRACT,SUBSCRIBER'S ALARM SYSTEM OR THE ALARM AND MONITORING SERVICES(WHETHER BASED ON CONTRACT,NEGLIGENCE OR OTHERWISE)MAY BE BROUGHT MORE THAN ONE YEAR AFTER THE DATE THE CAUSE OF ACTION FOR SUCH CLAIM ACCRUED. False Alarms.Subscriber acknowledges that SECURITY PROS and its Subcontractors are subject to various governmental regulations and industry standards designed to reduce false alarms.These regulations and standards may result in practices and procedures that delay the notification of authorities of Alarm Events,including,without limitation, multiple attempts to contact the monitored premises,or other verification procedures. In the event a burglar alarm signal or fire signal registers at SECURITY PROS's Monitoring Center,the Monitoring Company may,in its sole and absolute discretion,endeavor to contact the monitored premises by telephone to verify that the Alarm Event Is not a false alarm.In the event a supervisory signal or trouble signal registers at the Monitoring Center,the Monitoring Company shall endeavor to notify the monitored premises or the primary contact designated by Subscriber.The Monitoring Company may,without notice to Subscriber,in response to governmental or Insurance requirements,or otherwise+ in its sole and absolute discretion,alter,amend or discontinue any of our policies and provisions for alarm response. CONFIDENTIAL www.securitypros-usa.coni Page 7 of 9 SECURITYPROS"` SOLUTIONS AS UNIQUE AS YOUR FINGERPRINT Virtual Guard Services Agreement This Contract is made and entered Into as of the Effective Date given below by and between Security Pros,LLC,an Indiana Limited Liability Company(the"Company")and The City of Jeffersonville,IN,(the"Subscriber").Company and Subscriber are each also a"Party,"and are collectively the"Parties."Inconsideration of the promises and covenants contained herein,and for other good and valuable consideration,the receipt of which is expressly acknowledged,the Parties agree as follows: 1.The Company provides certain systems and services to its customers(each a"Subscriber"and collectively"Subscribers")in the nature of installation,service,and monitoring of Remote Security Systems("Protective Systems")located on Subscribers'owned or occupied premises.Subscriber hereby Contracts with Company to provide Protective Systems and monitoring services(both as defined below)for the property located at 2107 Middle Rd,Jeffersonville,IN 47130(Jeffersonville Aquatic Center);926 French Street, Jeffersonville,IN 47130(Bob Hedge Park);1300 Spruce Drive,Jeffersonville,IN 47130(Highland Dog Park);W Riverside Drive,Jeffersonville,IN 47130(Jeffersonville Riverstage) as detailed In Exhibit A of this Contract,which is hereby incorporated to this Contract by reference. 2.(a)The Services provided by the Company under this Contract(the"Services")are as follows:Company agrees to monitor for signals received from the Subscriber's Remote Security System and,upon receipt of a signal,to make every reasonable effort to promptly assess the video available,Interact with situations as appropriate using call station(s) and/or public address system(s)and to notify the Subscriber and police as appropriate unless Company has a reasonable basis to believe that an emergency condition does not exist. (b)Company will also provide certain Remote Security System(s)(the"Protective Systems)")to Subscriber.These Protective Systems will consist of a turn-key system including, but not limited to:audio interface(s),video analytic device(s),UPS system(s),electronic cabinet(s),cameras,public address system(s),call station(s)and network interface equipment.Subscriber agrees to purchase this Protective System through Company at the time of installation. 3.PAYMENT TERMS(a)In exchange for Protective System(s)provided by the Company to Subscriber for installation at a Subscribers property,Subscriber will pay Company for Protective System(s)according to invoice(s)provided at time of Installation. (b)In exchange for Company's monitoring services,Subscriber will pay Company the monitoring fees specified In Exhibit A of this Contract(the"Monitoring Fees")In advance. Company shall prepare Invoices to Subscriber with payment terms of thirty(30)day net.The initial Monitoring Fees for a Subscriber shall be due before the Company provides Services to the Subscriber.Monitoring Fees paid shall be nonrefundable. (c)In the event that any Monitoring Fees are not paid when due,or any Monitoring Fees payment is dishonored by Subscriber's bank,a default by Subscriber will have occurred. The Company,either by confirmed email or registered letter,will Immediately notify The Subscriber of said default.Upon notification of said default,The Subscriber must cure the default within 10 days by providing payment in full in certified funds or any other form of payment acceptable to The Company.If said fault is not cured within 10 days, Company may terminate this Contract Immediately. 4 The Parties agree that Company's only obligation under this Contract Is to provide Technology and Services as defined herein. S.Company does not own the Subscriber's Protective System,and makes no representations as to the suitability or condition of such system after installation.Company assumes no responsibility for the operation or non-operation,actuation or non-actuation,maintenance,or repair of any Subscriber's Protective System.Under the terms of the Remote Security Servicing Contract,each Subscriber agrees to test and set the Protective System in compliance with the manufacturer's instructions,and to notify Company promptly upon discovering any operational defect in the system.Upon receipt of such notification,Company agrees to and will promptly investigate and resolve any defect in Subscriber's Remote Security System. 6.Company reacts to unscheduled signals that It receives(and the absence of scheduled signals that it expects to receive)from a Subscriber's Protective System,and those signals are sent to Company over a network(which may Include landline,cable,cellular,and Internet signal paths)that is wholly beyond the ownership or control of Company.In the event of any disruption In the network between a Subscriber's Protective System and Company's network interface,or in the event of any change in the network beyond Company's control which causes Company's monitoring system to not recognize or associate signals from a Subscriber's Protective System,then signals from a Subscriber's Protective System will not be received by Company,the failure to receive such signals will not be known to Company,and Company shall not be responsible for any monitoring during such period of disruption or change.In addition,various services and/or incidents,such as call blocking,call restricting,voice over internet protocol issues,loss of power, natural disaster,Act of God or disruption or interference of network services may prevent a Protective System from communicating with Company. 7.(a)While Company is being paid to monitor a Protective System that is designed to reduce certain risks of loss or damage,Company cannot guarantee that loss or damage will not occur.Company encourages each Subscriber to carry adequate Insurance to safeguard valuables.Adequate insurance may compensate a Subscriber's losses due to burglary, fire,or other disaster,and which may occur regardless of whether signals from a Subscriber's Protective System are received by Company.Company makes no warranty or guarantee whatsoever,including any implied warranty of merchantability or fitness,that a Subscribers protective system or Company's services will prevent or avert occurrences or consequences that the protective system or services are designed to detect or avert.Company makes no warranties other than those expressed in writing by Company,and no Representative of Company or Subscriber has any authority to make any additional warranties or otherwise vary the terms of this Contract. (b)Subscriber does not desire or intend that this Contract provide for unrestricted liability of the Company for loss or damages due directly or indirectly to occurrences,or consequences therefrom,which the Subscriber's Protective System or the Services are designed to detect or avert.Subscriber agrees that Company shall be exempt from all liability for loss or damages,including consequential or incidental damages,due directly or indirectly to occurrences,or consequences therefrom,which a Protective System and Services are designed to detect or avert.If the Company is found liable for loss or damages due to a failure of a Subscriber's Protective System or the Services in any respect, Company's liability shall be limited to a sum equal to the lesser of the Monitoring Fees paid Company for the affected Subscriber or$250,as liquidated damages and not as a penalty,and the remainder of such liability shall be borne by Subscriber. (c)The provisions of this Section 7 shall apply as the Subscriber's exclusive remedy if loss or damage,Irrespective of cause or origin,results directly or indirectly to person or property from Company's performance or nonperformance of obligations imposed by this Contract,or from the negligence of the Company,its agents,or employees.In no event shall the Company be liable for consequential or incidental damages.The Subscriber agrees that the Company makes no warranties other than those expressed in writing by the Company,and that no representative of the Company or the Subscriber has any authority to make any additional warranties or otherwise vary the terms of this Contract. (d)Except as otherwise provided,each Party(as"Indemnitor")shall indemnify,defend and hold harmless the other Party and their respective officers,directors,and employees, and their respective successors and permitted assigns,from and against any and all liability,loss,claim,lawsuit,Injury,cost,judgment,damage,or expense whatsoever (Including,but not limited to,reasonable attorneys'fees,court costs and costs of settlement)which directly results from or arises out of any breach by the Indemnitor or any of Its officers,directors,or employees of any of the Indemnitor's representations,warranties,covenants,or agreements in this Contract. 8.All notices under this Contract shall be made by signed writing sent by certified mail or confirmed email to the address of the receiving Party Indicated herein,which address may be updated by written notice thereof. 9.This Contract contains the entire understanding and agreement between the Parties with respect to the subject matter herein,and no prior statements or representations of any type shall be received in evidence or otherwise used to vary the express terms set forth herein.This Contract may be amended only in a writing signed by the Parties;no oral modification of this Contract shall be enforceable.This Contract shall not be assignable by the Subscriber without the written consent of Company which shall not be unreasonably withheld.The failure to enforce any provision of this Contract shall not limit the Parties ability to enforce all other provisions contained herein.The failure to enforce any provision of this Contract shall not limit the Parties ability to enforce all other provisions contained herein.This Contract shall be governed and construed solely under the laws of the State of Indiana.The sole and exclusive venue for any cases brought to enforce a breach of this Contract by either party shall be in the Superior Court of Clark County,Indiana. 10.This Contract is effective only following executions first by an authorized representative of Subscriber and then by an authorized employee of Company.The date of execution by Company shall be the"Effective Date"of the Contract.The term of this Contract shall be three(3)years commencing upon the Effective Date,and this Contract shall automatically renew for successive three(3)years terms unless sooner terminated or unless either Party gives notice of nonrenewal to the other Party at least thirty(30) days prior to the expiration of a term. IN WITNESS WHEREOF,the Parties have executed this Contract,and specifically represent that the person executing same on behalf of each Party is fully authorized to do so. CONFIDENTIAL www.securitypros-usa.com Page 8 of 9 SECURITYPROS" SOLUTIONS AS UNIUU4 AS YOUR FINGERPRINT Equipment & Labor Service Agreement Terms & Conditions This Agreement must be purchased at time of proposal acceptance or within 30 days of the completion of Installation and shall be for an Initial term of three(3)years beginning completion of the project Installation.This agreement shall automatically be renewed In one(1)year periods at the same rate,unless either parry notifies the other In writing of Its Intention to terminate this Agreement no less than thirty(30)days prior to the expiration of the original term or renewal term thereafter.Security Pros may increase the monthly rate for any renewal period by giving Subscriber written notice. 1.SECURITY PROS SERVICE AGREEMENT- The Service Agreement stated herein by Security Pros Is Intended solely for the original Customer designated In this agreement.It Is not transferable or assignable by the anginal Customer and Is conditional upon proper installation (if applicable),operation,and use by Customer.The Service Agreement covers equipment replacement for a minimum of 3 years(from the date of purchase)or the period of the manufacturers warranty(whichever Is greater).The Service Agreement begins upon completion of the Installation or date of signature(whichever occurs last).In the event of an equipment failure,a detailed claim request must be submitted to Security Pros support staff via email to support@securitypros-usa.com.In the event a service call is made but no labor or equipment defect Is found,Security Pros will invoice Its standard hourly rate(minimum hourly rates do apply)for Service Call.Security Pros makes no flmess-for-purpose warranty and any such warranty contained In the bid shall be excluded from this signed agreement.Standard business hours include Monday through Friday 8:00am to 4:00pm and excludes all major holidays and weekends.During the excluded time there will be a truck charge in addition to the applicable hourly rate beginning when the service technician starts their route to facility. 2.LIMITATION OF LIABILITY The Agreement does not cover the cost of labor,shipping or freight charges,travel time charges,charges for removal of goods or equipment,the charges for reinstallation,or the cost of non-Security Pros parts.Normal wear and tear to equipment and damage due to alteration of the equipment not done by Security Pros are also excluded from this agreement. The Agreement does not apply If Customer caused or contributed to the product failure by any of the following:Improper handling,use or operation,abuse or misuse,misapplication,negligence,neglect,corrosion,extreme heat or cold,fire,acts of God,Improper maintenance,lack of reasonable and necessary maintenance,Installations,repairs or modifications made or attempted by anyone other than Security Pros or Its authorized service representative(as designated in writing)without proper training,which,in the reasonable judgment of Security Pros,adversely affect the performance or reliability of the product.In no event shall Security Pros responsibility extend to any equipment,apparatus or product that Security Pros has not manufactured or supplied to Customer.This agreement shall not be enlarged,nor shall any obligation or liability of Security Pros be created,by Security Pros providing technical advice,facilities or Service in connection with any product. 3.INTERRUPTION OR CANCELLATION OF SERVICE- Securiry Pros shall not be liable for failure or Interruption of services due to circumstances beyond reasonable control of Security Pros.This Includes,without limitation acts of God,strikes or labor disputes,laws or regulations of any government or government agency,military operations,acts of terrorism,riots,goods,storms,earthquakes,fires,power failures,power surges(including lightning damage),Insurrection,interruption or unavallabillry of telephone service,failures in delivery of carriers or suppliers,shortage of materials or any other cause beyond the control of Security Pros.The occurrence of any contingency beyond Security Pros'reasonable control shall not constitute cause far cancellation of warranty but shall extend Security Pros time to perform the required service for a period equal to the duration of such contingency and alleviates the responsibility to provide service to Subscriber while Interruption of service though any such cause may continue.This Agreement may be suspended,cancelled,or modified without notice at the option of Security Pros,If Security Pros or Subscribers premises or equlpment are destroyed by fire or other catastrophe,or so substantially damaged that it is impractical to continue service or in the event Security Pros is unable to render service as a result of any action by any governmental authority. 4.CUSTOMER REQUIREMENTS,LIMITATIONS OF USE,DEFINITION OF SERVICES- Customer must request service by phone at 877-291-3877 or in writing to supoort@securtypros-ma.tom ProCare Basic -Phone/Email Support During Regular Business Hours -Remote Troubleshooting(Tier 1) -Equipment Replacement for Initial 3 Years ProCare Plus Includes all PmCore Bask Features -On-Site Service Labor Annual Training Upon Request -Account Manager Review -Prioritized Handling ProCare Premium Includes all PruCare Basic and ProCare Plus Features -Facilitate Manufacturer RMAs -Committed Response Time of Three(3)Business Days -Period System Check with Issue Notification -Tier Two Technical Support(Remote&On-Site) -On Site Annual Equipment Inspection -Advance Equipment Replacement ProCare Elite Includes all ProCare Basic,Pro Core Plus,and ProCare premium Features -Regular Firmware Upgrades -Technical Account Manager 24/7 Technical Support -Committed Response Time of Same or Next Business Day I.Equipment Replacement a.Manufacturers warranty may begin prior to job completion b.There may be shipping charges associated with shipment of any pans Ii.Remote Support and Diagnostics a.Requires a remote connection and login b.Limited to 1 requests or 0.5 hours(Thirty Minutes)per month iii.Periodic Status Checks&Firmware Upgrades a.Security Pros does not guarantee frequency of checks IV.Annual Inspection&Retraining a.Security Pros may require a notice of 14(fourteen)business days for requests b.Training Includes one session of up to one hour of training v.Prioritized Handling a.Service call requests will be prioritized based upon level of ProCare services vi.Advanced Equipment Replacement a. This may be limited to manufacturer and equipment availability vii.Committed Response Time a. Response may not be physical b. May be a remote session in order to assess needed steps Customer Acceptance Security Pros Acceptance Date: i< -7 P.O.# Date: /1- Signature: Signature: Printed: l� y >.Q..�S Printed: Title: �T P S.` Title: CONFIDENTIAL www.securitypros-usa.com Page 9 of 9