HomeMy WebLinkAboutSECURITY PROS 2019 if MSEDUR ITYPR ®
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RenewalProposal - 2019
January 01, 2019
PREPARED FOR: PREPARED BY:
City of Jeffersonville: Chris Gilbert
877-291-3877—Office
Parks Department 502-415-4989 — Mobile
Product Solution: Recurring Services chris@securitypros-usa.com
www.securitypros-usa.com • 14312 Railroad Street Memphis, IN 47143
ECURITYP
SOLUTIONS AS UNIQUE AS YOUR FINGERPRINT
Saturday, December 15, 2018
City of Jeffersonville: Parks Department
ATTN: Paul Northam
Jeffersonville, IN 47130
Product Solution: Recurring Services
Mr. Northam,
During our annual review of your account a restructure of our services to your department was
discussed based on the expiration of the manufacturer's warranties on the majority of the
equipment currently deployed in the parks.
We fully understand the drive to save operating cost and always welcome healthy ethical
competition. With that being said, we have some recommendations for the board to consider
as they look at 2019's budget and all the growth that the city we live in is experiencing.
In 2019, the vast majority of the installed equipment will be out of manufactures warranty and
will require replacement or upgrade at some point in the future. This is always difficult to
budget for and can cause considerable unexpected cost. It is our recommendation that the
parks move in one of two directions as outlined below.
Option One: Services Only Agreement
- A service only approach would lower cost for the parks department but increase the risk
of growing Time and Material bills.
- This option would include us maintaining the monitoring, virtual guard and hosting
services as an annual invoice and then you pay for time and material labor as it happens.
- The T&M services written off by our company over the past few years averages $48,000
per year. The city has not been billed as it has been covered under our agreement.
- This services only way of contracting such a system can be risky and not easily budgeted
for, which is why we have an annual agreement in place today.
Option Two: Labor and Services Agreement
- The next would be to provide the services that we are currently but removing the parts
warranty portion since the installed equipment is falling out of manufacture's warranty.
- This lowers the annual cost but the upgrade and replacement cost would remain.
- A budgeted upgrade amount per year is recommended to provide for a certain amount
of the equipment to be upgraded each year and continually keep the cities facilities
under the latest technology and working with the rest of the departments around the
community.
- This would also allow for consistent budgeting and planning by the parks director to
focus on the primary locations of concern.
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Company Comparison
We would further expect the board to compare companies before making their decision.
We have provided immediate service to the city of Jeffersonville over the past 8 years and in
many cases provided loaner equipment, made afterhours runs, multiple trainings, and
countless emails and text messages to support the city, all without additional billing. There is
rarely a day that goes by that we are not working within your parks in some capacity.
Additionally, we are committed to many city programs and have supported the Parks
departments events over the years in many ways.
- Our company currently has 14 employees 12 of which are focused in the field to support
our customers. They all have key responsibly and each of them are fully employed to
perform security integration work only. Electronic security work is our sole business.
- We are Solution partners with Verizon Wireless and supply their services for the city at a
pass through cost were it is needed.
- We are Solution Partners with Time Warner/Spectrum and have assisted in getting
services to areas of the city with no construction cost over the years.
- We do not sub-contract our work outside door locking hardware at the facilities.
- We fully stock and support each tech with a take home van that allows for faster
response to city issues and requests. We have a service coordinator and two dedicated
service techs to support the city during emergency events.
- We are the only dealer of Virtual Guard services in Southern Indiana.
- We are the only certified dealer of Brivo Services in the Southern Indiana area.
- We successfully work with every city/county in Southern Indiana.
- During Thunder over Louisville we provide 2 shifts of 2-person staff to support he Police
and first responders during the event. The week prior we are deeply engaged in the
planning meetings and installed systems throughout the city but primarily around the
riverfront.
- As our lease expires in Memphis, IN we are actively seeking a business location in
Jeffersonville. Our hope is to return to our roots here and rehab a building that can
serve as our headquarters as we continue to expand our offering.
- We have been setting the standard for immediate support for years, not only of the
parks department, but to the rest of the cities departments as well.
- We regularly assist the police and the parks facility managers at no charge to pull video
and do investigations unknown to the board.
- We respond to multiple text messages and support, not only the city employees, but the
community members that are involved with the parks.
- We regularly provide loaner equipment at no charge during service replacements.
- Finally, our industry is innovating very quickly, I would hope that you would look to a
company that is not afraid to innovate and bring new technology to the table. We pride
ourselves on working with our customers to solve complex issues that they face each
and every day.
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rSECuRITY .)
`+ SOLUTIONS AS UNIQUE AS YOUR FINGERPRINT
Key deciding factors:
- Manufacturer's warranty is subject to the purchasing company and the date at which it
was purchased. Our company's Elite status extends the manufactures warranty two
additional years on many of our selected products.
- Liability Insurance requirements and coverages for doing public safety work.
- Primary focus of the business, and their connection to the industry and innovation
taking place within it.
- Multiple dedicated technicians that are committed to be able to support the city and it's
growing needs.
- Relationship with the manufacturers that are being represented. Is the company
actually a vendor of the manufacturer they are representing? We have confirmed our
position as the only dealers in the area that provide certain aspects of your installed
solution.
Furthermore, we are looking to expand our relationship with the City and provide an
agreement that makes business since vs.just a lower cost option. We can be flexible with the
terms but communication with us will be required beyond the threat of cancelling the
agreement. We are logical business professionals that take great pride in doing business with
the city. We live and work here and want the very best for our community.
We again, appreciate this opportunity to continue to work with you and your department 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/Founder
Security Pros, LLC
877-291-3877
Chris@securitypros-usa.com
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Site Summary:
Jeffersonville Aquatic Center- Monthly Services Pricing:
o Intrusion Detection Monthly Monitoring/Hosting 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.
Big Four Station - Monthly Services Pricing:
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.
Bob Hedge Park- Monthly Services Pricing:
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.
Allision Brook Park- Monthly Services Pricing:
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 entrance gate, video surveillance of the site.
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SOLUTIONS AS UNIQUE AS YOUR FINGERPRINT
Jeffersonville GRC Park- Monthly Services Pricing:
o Intrusion Detection Monthly Monitoring/Hosting Services
o Intrusion Detection Monthly ProCare Elite Service Agreement
o Video Surveillance Monthly ProCare Elite Service Agreement (Donated Solution)
*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:
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 Immediate Database Management and support.
*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. Our internal staff receives new users of the park and creates their accounts and
manages the database of users for the Parks department.
Ken Ellis Center- Monthly Services Pricing:
Intrusion Detection Monthly Monitoring/Hosing 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:
o Intrusion Detection Monthly Monitoring/Hosting 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:
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SECURITY'''
SOLUTIONS AS UNIQUE AS YOUR FINGERPRINT
o Intrusion Detection Monthly Monitoring/Hosting 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:
o Intrusion Detection Monthly Monitoring/Hosting 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.
Woehrle Park- Monthly Services Pricing:
o Video Surveillance Monthly ProCare Elite Service Agreement
o Intrusion Detection Monthly Monitoring/Hosting Services
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 sites restroom facilities for controlled access during in use hours.
Annual Services Agreement options: (All Parks)
1. Apples to apples comparison to what we provide today: $65,000 per year all services.
a. Replacement cost outside manufacturer's warranty, acts of god, physical damage
or mistreatment is not covered.
b. All Surveillance licenses will be renewed, updated and configured for the latest
feature set in 012019.
OR
2. Services only agreement
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' SOLUTIONS AS UNIQUE AS YOUR FINGERPRINT
a. We will continue to provide Monitoring, hosting,virtual guard services, dog park
management: $26,000 per year all services.
b. Labor billed separately as used.
c. Upgrades and non-warranty work billed as consumed
*Annual Total Does Not Include 4 Months of River Stage During Dry Docking
**Option 1 includes perpetual annual video monitoring licenses for each camera currently
installed
***Option 1 includes: 24/7 Phone/Email Support, Remote Trouble shooting, Equipment
replacement/repair costs under manufactures warranty, On-Site Service Labor, Training as
requested,first in line response to service requests,facilitate manufacturer replacements,
committed 24 hour service response, Periodic system check and automatic notifications of
problems, Firmware upgrades as they come available, 24/7 Technical support, including video
search requests, Bi-annual, On-Site inspections and Cleaning reporting, Si-Annual inspection
report.
***Our purchase level with our manufacturers allows us to have perpetual license renewals for
our customers and 5 years of manufacturer's warranty when purchased through us. This
agreement includes all licenses be upgraded and extended perpetually as the years progress to
continue working across the multiple city departments.
Proposal Terms and Conditions
0.AGREEMENT VALIDITY&RECEIPT OF COPY-
All 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(REP)
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 party,including such party's parts,services,drawings,specifications,processes,and intellectual property,which may be provided to the other party(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.
5.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 Customer's right to require compliance with such provision in any later instance.
B.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 Subscribers 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 goads,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
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mSECURITYPRDSSOLUTIONS AS UNIQUE AS YOUR FINGERPRINT
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 Customer's 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(189E)percent per annum.If the system is deactivated because of
Subscriber's 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 100 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 material/equipment for project
specified in this signed agreement.
IS.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 manufacturer's
warranty.In the event of an equipment failure,a detailed claim request must be submitted to Security Pros support staff via email to
support@securitvpros-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 director 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)without proper training,which,In the reasonable judgment of Security Pros,adversely affect the performance or reliability of the product.
17.LIMITATION OF UABILITY-
It Is 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 there from which the system or service Is designed or detector 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 things:
i.The uncertain amount or value of Subscriber's 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 detector avert;
ii.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;
iv.The uncertain nature of occurrences which might cause injury or death to Subscriber or any other person which the system is designed to detector avert;
v.The nature of the service to be performed by Security Pros.
INTRUSION MONITORING TERMS AND CONDITIONS
1.PAYMENT AND TERMS-
Subscriber agrees to pay to Security Pros,its agents or assigns for the sum of STBD 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 party 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.
5.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 maybe terminated ten(10)days following written notice to Subscriber.
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*SOLUTIONS SOLUTIONS AS UNIQUE
1TY�AS YOUR FINGERIPPRINT
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 Subscriber's 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,
which is affected by turbulence or air,occupied airspace change,or other disturbing conditions,Subscriber shall turn off or 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
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u
SOLUTIONS AS UNIQUE AS YOUR FINGERPRINT
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(I)
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;(II)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 SUBROGATION,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(I)$250.00 OR(II)SIX(6)TIMES THE MONTHLY
SERVICE FEE,AS LIQUIDATED DAMAGES AND NOT AS A 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 THE 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 ACT ON
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.
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."In consideration 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")areas 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 System(s)")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 Subscriber's 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.
5.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
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1SECURITYPRDsuo SOLLITIONS AS UNIQUE AS YOUR �
RPRINT
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 Subscriber's 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 a uthorized 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.
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 party 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 original Customer and Is conditional upon proper installation
(if applicable),operation,and use by Customer.The Service Agreement covers equipment replacement fora minimum of 3 years(from the date of purchase)or the period of the manufacturer's 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@securltypros-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 rotes do apply)for Service Call.Security Pros makes
no fitness-for-purpose warranty and any such warranty contained in the bid shall be excluded from this signed agreement.Standard business hours indude Monday through Friday 8:00am to 4:00pm and excludes at 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 las
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.
S.INTERRUPTION OR CANCELLATION OF SERVICE-
security 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,floods,stows,earthquakes,fires,power failures,power surges(Including lightning damage),insurrection,Interruption or unavailability 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 for cancellation of warranty but shall extend Security Pros time to perform the required service fora 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 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.
4.CUSTOMER REQUIREMENTS,LIMITATIONS OF USE,DEFINITION OF SERVICES-
Customer must request service by phone at 877-291-3877 or in writing to sucport@securitvpros-usa.com
ProCare Basic
-Phone/Email Support During Regular Business Hours
-Remote Troubleshooting(Tier 1)
-Equipment Replacement for initial 3 Years
ProCare Plus
Includes all ProCare Basic Features
-On-Site Service Labor
-Annual Training Upon Request
-Aaount Manager Review
-Prioritized Handling
ProCare Premium
includes all PruCare Basic and ProCare Plus Features
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r—.r....,
SECURITYPROSuo
,.„,,(1..,..„SOLUTIONS AS UNIQUE AS YOUR FINGERPRINT
-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 PruCare gas/c.ProCare Plus,and PruCare 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.Manufacturer's warranty may begin prior to Job completion
b.There may be shipping charges associated with shipment of any parts
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
ill.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 maybe limited to manufacturer and equipment availability
vii.Committed Response Time
a. Response may not be physical
b. Maybe a remote session in order to assess needed steps
Customer Acceptance Security Pros Acceptance
Date: 2 i f P.O.# Date: 1 izia JO \
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