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SOFTWARE LICENSE AND SERVICE AGREEMENTPage 1 of 6 SOFTWARE LICENSE AND SERVICE AGREEMENT The following terms, including the terms and conditions found in all Exhibits (the "Agreement"), represent the full understanding of United Public Safety, Inc. ("UPsafety") and the Party named below ("Client" and with UPsafety, the "Parties" and each individually a "Party"). In exchange for the mutual covenants herein and other good and valuable consideration, the Parties agree and intend to be bound as follows: I. General Terms United Public Safety will provide services (the "Services") and license all software, including all web and mobile applications and related documentation, (the "Software") necessary for Client to operate a Citation Management Program ("CMP") which allows Client's parking enforcement officers to issue parking citations and allows Client to accept payment for parking citations and perform citation adjudication tasks. Exhibits A - C listed below are incorporated into and made a part of this Agreement. In interpreting this Agreement and resolving any ambiguities, the main body of this Agreement takes precedence over the exhibits and any inconsistency between the Exhibits will be resolved in their listed order, which include: • Exhibit A: SaaS Terms and Conditions • Exhibit B: UPsafety Response to RFP #20-19 • Exhibit C: Warranty Information II. Term and Termination The Terms and Conditions of the Agreement will remain in effect for a period of three (3) years from the later of (a) the date on which UPsafety signs this Agreement or (b) the date on which the Software is deployed to Client (the "Effective Date"). On the third anniversary of the Effective Date, and on each anniversary date thereafter, this Agreement will automatically renew for a one-year period upon the same terms and conditions. If either the Client or UPsafety does not wish for any such renewal, it must notify the other party in writing of its intention not to renew no later than ninety (90) days prior to any such anniversary date, in which case this Agreement shall terminate on such anniversary date. Page 2 of 6 Either party may terminate this agreement for cause with immediate effect in the event that it provides written notice to the other Party of a material breach and the breaching Party fails to cure said breach within thirty (30) days after receiving written notice of the breach from the non -breaching Party. Either party may terminate this agreement without cause upon thirty (30) days written notice. If this termination is exercised by Client prior to the thirty six (36) months following the Effective Date, UPsafety will be entitled to collect $1,000 for each month or partial month remaining in the thirty six month term. By way of example only, if Client were to cancel on the first day of the third month, Client would be obligated to pay to UPsafety a fee of $33,000. III. CityCiteTM Platform Component Terms UPsafety will provide the service, or services as specified in Exhibit B in conformance with the following Terms: I. Physical Equipment UPsafety will supply hardware to Client in the models and quantities set forth in Exhibit B, under the warranty terms attached in Exhibit C. All equipment provided by UPsafety under this Agreement will be standard new and unused equipment of the latest model available. Where any part or standard accessory of such equipment is not described, it shall be understood that all equipment and accessories that are provided standard with such equipment shall be furnished. Client acknowledges that, if the equipment has not been purchased outright, that the equipment is the property of UPsafety, and Client agrees to exercise reasonable care of said equipment while in its possession. Leased equipment that becomes lost or stolen will be the sole responsibility of the Client, and will be billed to the Client at the cost of: N5Z1 One Piece Ticket Writer — Branded as CiteProTM: $2750.00 11. Data Plans UPsafety will provide a Data Plan for each device requiring one, allowing unlimited data usage for the handheld devices, for the pricing specified in Exhibit B. UPsafety expressly disclaims all warranties as to the network's reliability, fitness for a particular purpose or uptime. III. Paper and Physical Consumables Paper, Permits and other Physical Consumables will be provided in the configurations and quantities identified in Exhibit B. Additional paper can be purchased for the same terms. If Client orders custom printer paper not quoted in Exhibit B, UPsafety will provide a separate Agreement to Purchase to Client detailing costs. Page 3 of 6 IV. Public Citation Management Portal UPsafety will provide an online payment portal and an interactive voice response (IVR) system through which patrons may view, pay and dispute outstanding parking citations, as well as view, purchase and apply for permits. Service levels and other terms of use for this portal are governed by Exhibit A: Terms and Conditions. V. Automated Notice Generation, Owner Lookups & Collections UPsafety will prepare all Delinquent Notices and Notice of Violations for outstanding tickets issued to vehicles bearing State of Florida plates and Out -of -State plates (to the extent allowed by each State's DMV) to the last known registered owner(s). State agency approval will also be obtained where applicable. Such notices shall comply with state rules and regulations in all material respects. If authorized by Client, citations which remain unpaid may be submitted to the Florida Courts for escalation; to a collections agency to initiate a further collections process; or both. VI. Custom Software Development Upon the request of the Client and the receipt by UPsafety of a signed purchase order, UPsafety may perform custom software development to customize the CityCiteTM, CodeCiteTM or ForCiteTM platforms to meet the Client's request. Work will be performed in accordance with an issued Statement of Work ("SOW"), and will be performed in a professional and workmanlike manner in accordance with recognized industry standards and other specifications as outlined in the project specific SOW. VII. Support & Issue Resolution Through the life of the Contract, UPsafety will provide online, telephone and e-mail support to Client during the Term, providing live, direct UPsafety Product Support from 8:00 a.m. to 5:00 p.m. EST, Monday through Fridays, excluding holidays. Additionally, Email and Voice Mail will be made available 24/7 and a reply will be generated by UPsafety initiating the Support call within 1 hour. UPsafety Product Support will assist Clients in communications relating to, but not limited to: (1) Recommendations for optimal use of CMP (2) Problems with or questions pertaining to the operation of CMP (3) Problems with interfaces between CMP & other systems (4) Error messages from CMP (5) Printing issues related to Mobile Software (6) Questions about CMP customizable reporting tool VIII. Shipping Costs Client will bear all shipping costs incurred by UPsafety for the shipment of Paper, Equipment, Permits and all other physical components required to operate the CMP except in the case of all-inclusive warranty programs which may be offered to Client. Page 4 of 6 IX. Out of Scope Services Additional services requested by the Client that are not described in this Agreement must be submitted in writing by the Client. UPsafety will prepare a statement of work along with a detailed cost estimate to be approved in writing by the Client prior to the implementation of said changes or additions. This includes, but is not limited to, requests for additional equipment, installation of additional sessions, Client requested software modifications and/ or relocation of equipment. X. Service Level Agreement for Cloud Services UPsafety will provide the software with uptime of at least ninety-nine point nine percent (99.9%) calculated over a rolling six-month period ("uptime guarantee"). For any month during which system uptime drops below the uptime guarantee, UPsafety will provide a billing credit in an amount equal to: the percentage difference between a) the lowest uptime reached at any point during the month (calculated on a rolling six-month period) and b) the uptime guarantee multiplied by the total fees payable to UPsafety for such month. For example, if during a given month the software uptime fell as low as ninety-five percent (95%) and during that month, the fees payable to UPsafety were one hundred dollars ($100.00), UPsafety would issue a billing credit of four dollars and ninety cents ($4.90). For the purposes of this agreement, uptime is defined as any period of time during which end users of the software can use the software to: (1) pay for parking citations and permits, and (2) issue and manage parking citations and permits. IV. Merchant Processing Framework In performing UPsafety's obligations in connection with the maintenance of the Public Citation Management Portal ("PCMP"), UPsafety will serve as the merchant of record for all PCMP transactions and will supply a payment gateway for all such transactions. Except for chargeback fees from UPsafety's merchant bank, UPsafety will be responsible for all merchant processing costs associated with citation payments made online through the payment portal provided by UPsafety, including, without limitation, settlement fees, payment gateway fees, and interchange reimbursement fees. Chargeback fees from UPsafety's merchant bank will be passed through directly to Client with no markup. UPsafety will remit all fees and fines to Client, less UPsafety's per transaction fees, refunded fees, merchant processing fees as applicable based on the pricing set forth in Exhibit B. Funds from all transactions processed through the PCMP will be remitted to Client within one (1) business day of Settlement. V. Fees Client agrees to the fee schedule outlined within the attached Agreement to Purchase. Invoices will be submitted on a monthly basis, payable within thirty (30) days upon receipt. Fees may only increase within the term due to an evidenced increase in UPsafety's direct costs in providing the specified equipment and services. Increases in scope must be evidenced by a signed acknowledgement, incorporated as an amendment to this document herein. VI. Payment Payment for Software Licensing, Data Plans and CiteGuardPlusTM Warranties are invoiced one (1) year in advance. Payment for purchased Hardware and CiteGuard'M warranties are due prior to installation. If handheld Page 5 of 6 and other upfront costs have been amortized over a three-year term, the lump sum payment outlined in the attached Agreement to Purchase will be invoiced one year in advance. Payments for any Owner Lookups, Data Entry, Automated Notices and Call Center Support, as applicable, are invoiced monthly on an as -used basis conformant to the Agreement to Purchase or other Appendices. UPsafety shall keep accurate records of all services performed under this agreement and shall submit such information to the Client with each invoice. Any payment for goods or services provided under this agreement shall be made to UPsafety not more than thirty (30) days after receipt of an invoice and acceptance of the goods or services by the Client. VII. Signatures This Software License and Service Agreement ("Agreement") is entered into, as of the Effective Date, between United Public Safety, Inc. and the Client named below. This Agreement includes and incorporates the terms and conditions found in this document and the Standard Terms and Conditions found in Exhibit A, and the terms and conditions found in Exhibits B through C, which are attached hereto and incorporated herein by reference. There shall be no force or effect to any different terms of any related purchase order or similar form even if signed by the parties after the date hereof. SIGNATURE PAGE TO FOLLOW Agreed and accepted: United Public Safety, Inc. Countersigned: . Young resident /ij-%2o/ Date CtebrltAcrc\t`cS George N. Cretekos Mayor Approved as to form: Michael P. Fuino Assistant City Attorney William B. Horne, 11 City Manager Attest: Page 6 of 6 i.� Rosemarie Call • _ ) , ) ,� City Clerk ' _ , T, ,; ,) ' • , X11 Exhibit A: SaaS Terms and Conditions SaaS Terms and Conditions These United Public Safety Terms and Conditions are related to and deemed incorporated into the CONTRACT aforementioned between United Public Safety, Inc., a Pennsylvania corporation having a principal place of business in 321 Morris Road, Fort Washington, Pennsylvania ("UPsafety"), and the Client (the "Client"). Client's execution of a CONTRACT referencing these Terms and Conditions shall be deemed Client's agreement to these Terms and Conditions. In the event of any conflict between the terms of the CONTRACT and these Terms and Conditions, the CONTRACT shall control with respect to such conflicting terms. 1. Definitions For purposes of these Terms and Conditions, the terms below shall have the meanings defined below. Additional terms are defined in the preamble above and throughout these Terms and Conditions. 1.1. "Client Content" means any data, databases, information, trademarks, service marks, logos, files, images, text, files, records or other content that may be provided by or on behalf of Client or its authorized users for use in conjunction with the Software or Services. 1.2. "SaaS Term" means the period during which the Services and access to the Software will be provided by UPsafety to Client as defined in the CONTRACT. 1.3. "Services" means the hosting, maintenance, support and other services provided by UPsafety pursuant to these Terms and Conditions. 1.4. "Software" means the software specified in the CONTRACT, with "Management Platform" referring to the internet accessible management portal, and "Mobile" referring to the Android based data collection software. 1.5. "UPsafety Content" means any information, documentation or other materials provided to Client by UPsafety relating to the Software, including, without limitation, the User Documentation. 1.6. "User Documentation" means the UPsafety user documentation relating to the Software. 1.7. "CONTRACT" means the agreement accepting the costs and terms of the products and services sold to Client by UPsafety. 1.8. "Web Sites" means the web sites of UPsafety, including the web sites that provide access to the Software. 2. Web -Based License UPsafety grants to Client, and Client accepts, a nontransferable, nonexclusive license and right to access the Management Software via the Internet, and to the Mobile Software through Android devices on which UPsafety has installed their software at the client's behest. Client agrees to the use of this Software and the User Documentation only as authorized in these Terms and Conditions, for its own internal purpose and operations, during the SaaS Term. Client acknowledges that its access to and use of the back end management Software will be web -based only. This Software will not be provided to Client in CD-ROM or DVD form (or any other form of media) and will not be installed on any servers or other computer equipment owned or otherwise controlled by Client. Instead, the Management Software will be hosted by UPsafety (as described in Section 3) and accessed and used by Client through the use of the Internet and Client's computers, while Mobile Software will be installed on Client Android devices exclusively by UPsafety. United Public Safety, Inc. 321 Morris Road, Fort Washington, PA, 19034 3. Accessibility UPsafety will provide Client access to the latest supported version of the Management Platform Software via the Internet, from the Microsoft Azure hosting facility leased by UPsafety on a 24x7 basis, except for scheduled and emergency maintenance as set forth in Section 9, Mobile Software, which may be installed on Client's android devices, will also be accessible 24x7, but may lack connectivity to the Management Platform during maintenance periods, or in the absence of wireless connectivity. 4. Limitations The maximum number of Client's employees, Contractors, volunteers, and other agents that are simultaneously accessing or using the Software at any given time shall not exceed the number of users specified in the CONTRACT. Client's use of the Software may not exceed the scope of the use provisions above without the express written agreement of UPsafety. 5. Permitted Uses Consistent with and subject to UPsafety's database permissions and limitations, users shall be permitted access to the UPsafety CityCite® products for the following uses (but only such uses) as described below: By users as permitted and authorized by Client within the terms and features of the CONTRACT: (I) Issuance & Management of Citations, Tickets & Permits (ii) Customization & Management of Settings, Rules, Reporting and User Permissions (iii) Customization & Management of Public Citation Management Portal The permitted uses described herein shall only be permitted during the Saas Term. Client agrees that upon expiration or termination of the Saas Term, all rights granted to Client shall immediately terminate and revert to UPsafety, and Client shall destroy the UPsafety Content and any and all copies thereof, in any form, and shall erase from all computer, electronic, or other storage device or otherwise destroy all images and copies of the UPsafety Content, and shall provide certification as to the same. 6. Hyperlinks UPsafety's web sites may contain hyperlinks to other web sites which are not maintained by, or related to, UPsafety. Hyperlinks to such web sites are provided as a service to users and are not sponsored by or affiliated with the Web Site(s) or UPsafety. UPsafety does not continuously monitor or review any or all of such web sites and is not responsible for the content of those web sites. Hyperlinks are to be accessed at the user's own risk, and UPsafety makes no representations or warranties about the content, completeness or accuracy of these hyperlinks or the web sites hyperlinked to the Web Sites. UPsafety provides hyperlinks as a convenience, and the inclusion of any hyperlinks to a third party web site does not necessarily imply endorsement by UPsafety of that web site or any association with its operators. UPsafety has no liability for any damage or loss that Client or its users may suffer as a result of the use of any third -party web sites. 7. Additional Storage Fees UPsafety shall provide a default maximum storage space of 250 GB, which includes the backup and retention thereof, to the Client within the hosted environment. Any additional data usage beyond the initial 250 GB will be billed in accordance with the real increased cost levied by Microsoft, as specified in the CONTRACT. United Public Safety, Inc. 321 Morris Road, Fort Washington, PA, 19034 8. Maintenance Window UPsafety and/or its hosting or telecommunications vendor(s) may perform system maintenance within the following "Maintenance Windows" during which time access to the Software, Services and Client Data may be temporarily unavailable: (i) "Security Maintenance/Upgrade Window" — Nightly between 12 a.m. and 6 a.m. U.S. Eastern Time for application of periodically distributed security/software updates as provided by operating system, network, and firewall vendors, or UPsafety. (ii) "Emergency Maintenance Window" — In the event there is an unforeseen issue that causes the Software or the Services to be unavailable or the performance of the Software or the Services to be materially inhibited, in which case the Software or Services may be temporarily unavailable while UPsafety and its vendors work to resolve the issue. Client understands and agrees that there may be instances when UPsafety needs to interrupt access to the Software without notice in order to protect the integrity of the Software or Services due to security issues, virus attacks, spam issues or other unforeseen circumstances. 9. Availability 9.1 Commitment Level. UPsafety will provide "availability" to the Software during the SaaS Term, calculated and defined within CONTRACT. Any Maintenance Window shall not be included as downtime for purposes of determining availability. 9.2 System Monitoring. UPsafety will monitor performance indicators on the systems and network infrastructure (its own and that of third party suppliers) in order to gauge the overall performance of its hosting services, and will take reasonable steps to address systems and network infrastructure as required to maintain application performance. UPsafety will use an internal system to measure whether the Software is available, and Client agrees that this system will be the sole basis for resolution of any dispute that may arise between Client and UPsafety regarding these Terms and Conditions. UPsafety will not systematically monitor Client Content, but UPsafety reserves the right to review Client Content from time to time in its discretion. UPsafety reserves the right to (a) disable access to or delete any Client Content which it determines in its sole discretion (such discretion to be exercised in good faith) to be illegal, obscene, threatening, defamatory, fraudulent, infringing, harassing, or otherwise offensive, and (b) disable access to or delete any other Client Content under justified exigent circumstances, as such circumstances are determined in good faith by UPsafety. UPsafety also reserves the right to monitor, restrict, and terminate Client's ability to build, run and obtain reports and batch jobs/processes through the use of the Software or Services if Client is using excessive computing resources which are impacting the performance of the Software and Services for other subscribers. UPsafety agrees to notify Client in cases where it restricts or terminates such reports or jobs/processes and use good faith efforts to determine an appropriate alternative or work -around solution. 10. Upgrades UPsafety will install upgrades/releases of the Software which are generally made available to its other subscribers, including patches and/or fixes, as they are made available, at no charge during the SaaS Term. United Public Safety, Inc. 321 Morris Road, Fort Washington, PA, 19034 11. Client Responsibilities Client will retain responsibility for administering security within the UPsafety applications (e.g., the granting of rights to a user for a specific form in the application), including maintaining the secrecy of all usernames and passwords. Client shall be responsible for all actions taken using the usernames and passwords provided to Client. Client is responsible for maintaining its user desktops and other devices and providing users network and internet access to the Software. Client is also responsible for ensuring that its users comply with these Terms and Conditions with respect to use of the Software and Services. Client shall provide secure connectivity to the Internet for its location(s) for purposes of providing adequate access to Software hosted at the Hosting Site. UPsafety shall not be responsible for the reliability or continued availability of the communications lines, or the corresponding security configurations, used by Client in accessing the Software via the Internet. Client shall provide adequate industry "best practice" standards to ensure reasonable security for integration between applications at the Client site and Software hosted by UPsafety. Client shall provide accurate input information in the manner reasonably prescribed by UPsafety in connection with the Software and Services provided under these Terms and Conditions. Client shall advise UPsafety of any changes to Client's operations, banking relationships, Primary Contact, or other information that would require a change in the support, operation, or configuration of the hosted Software. Client shall configure necessary user accounts via the administrator account provided by UPsafety. Client shall be responsible for ensuring that any Client Content is accurate, not corrupt in any way, and does not contain any viruses. 12. Intellectual Property Rights Client agrees that the Software, User Documentation and Services are proprietary products and services and that all right, title and interest in and to the Software, User Documentation and Services, including all associated intellectual property and other proprietary rights, are and shall at all times remain with UPsafety and its third party licensors. The Software contains trade secret and proprietary information owned by UPsafety or its third party licensors and is protected by United States copyright laws and international trade provisions and other applicable law. Client must treat the Software like any other copyrighted material and Client may not copy or distribute the Software or the User Documentation, electronically or otherwise, for any purpose. Client hereby grants to UPsafety a nonexclusive right to use all Client Content for the purposes of providing the Software and Services to Client and its authorized users pursuant to these Terms and Conditions. Client represents and warrants that the Client Content does not infringe or violate the intellectual property, proprietary or personal rights of any third party and Client has the right to grant UPsafety the right to use the Client Content as set forth herein. 13. Other Restrictions Use of the Software and Services is restricted to use by the specific licensing entity only, and only for Client's internal business purposes. Client may not use the Software or Services for the benefit of any third parties or provide service bureau or other access or use of the Software or Services to third parties. Client may not, directly or indirectly, sublicense, assign, transfer, sell, rent, lend, lease or otherwise provide the Software, Services (or any portion thereof, including without limitation any capacity) or the User Documentation, or any portions thereof, to any third party, and any attempt to do so is null and void and shall be deemed a material breach of these Terms and Conditions. Client may not reverse engineer, disassemble, decompile or make any attempt to ascertain, derive or obtain the source code for the Software. Client shall not use the Software for any commercial purpose beyond the functionality for which the Software is intended. Client hereby agrees, represents and warrants to UPsafety that Client will not access or use the Software or the Web Sites for any purpose that is unlawful or prohibited by these Terms and Conditions. Client will not use the Software, Services or UPsafety ToCite, CityCite, CodeCite and ForCite Cloud product to take any actions that (i) infringe on any third party's copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy; (ii) violate any applicable law, statute, ordinance or regulation (including those regarding export control); (iii) are defamatory, trade libelous, threatening, harassing, or obscene; (iv) constitute unauthorized entry to any machine accessible via the network; (v) create or build any derivative works from any information, content, software, products or services obtained from or otherwise connected to UPsafety's Software or Web Sites, including appending such information or content to Client's internal database for distribution to multiple nonprofits as a donor database product or service; or (vi) distribute, transfer or resell the results of Client's use of the Software, Services or Web Sites. Client shall not interfere with or disrupt network users, services or equipment with the intent to cause an excessive or disproportionate load on UPsafety's or its suppliers' infrastructure United Public Safety, Inc. 321 Morris Road, Fort Washington, PA, 19034 by means of (but not limited to) distribution of unsolicited bulk emails or chain letters, viruses, Trojan horses, worms, or other similar harmful or deleterious programming routines. Client further agrees to cooperate with UPsafety in causing any unauthorized use (including but not limited to co -branding, framing or hyper -linking) to immediately cease. 14. Location, Audio, Image and Video Services Client acknowledges and consents to the automated and manual creation and/or collection of Location -Based, Audio, Image, and/or Video Services information in the Software and/or Device through interaction between the Devices where the Software is installed, UPsafety's servers, and third party applications and systems. UPsafety will use commercially reasonable efforts to ensure the accuracy of Location -Based, Audio, Image, and/or Video Services; however, UPsafety assumes no liability or responsibility in the event of inaccuracies in such information. While UPsafety uses commercially reasonable efforts to safeguard such information, UPsafety assumes no liability or responsibility for losses resulting from illegal or fraudulent access to Location - Based, Audio, Image, and/or Video Services related information. UPsafety also reserves the right to make such information available to auditors, police and other governmental agencies as permitted or required by law. 15. Software Modifications Client shall not make any modifications to the Software. Any modifications that Client makes to the Software will void any warranty obligations contained in these Terms and Conditions. 16. Limitation of Liability UPSAFETY'S MAXIMUM LIABILITY FOR ANY ACTION ARISING UNDER THESE TERMS AND CONDITIONS, REGARDLESS OF THE FORM OF ACTION AND WHETHER IN TORT, CONTRACT OR OTHER FORM OF LIABILITY, SHALL IN NO EVENT EXCEED THE FEES PAID BY CLIENT DURING THE TWO-YEAR PERIOD PRECEDING NOTICE TO UPSAFETY OF CLIENT'S LOSS. IN NO EVENT SHALL UPSAFETY BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION, LOST DATA, LOST PROFITS, OPPORTUNITIES OR CONTRIBUTIONS, LOSS OF USE, GOOD WILL, BUSINESS INTERRUPTION, COST OF COVER, OR OTHER PECUNIARY OR NON- PECUNIARY LOSS, HOWEVER ARISING, EVEN IF UPSAFETY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. UPSAFETY SHALL HAVE NO LIABILITY OR RESPONSIBILITY IN THE EVENT OF ANY LOSS OR INTERRUPTION IN SOFTWARE ACCESS DUE TO CAUSES BEYOND ITS REASONABLE CONTROL OR FORESEEABILITY, SUCH AS LOSS, INTERRUPTION OR FAILURE OF TELECOMMUNICATIONS OR DIGITAL TRANSMISSIONS AND LINKS, INTERNET SLOWDOWN OR FAILURES. THE PARTIES AGREE TO THE ALLOCATION OF RISK SET FORTH HEREIN. BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO CLIENT TO THE EXTENT PROHIBITED BY APPLICABLE LAW. 17. Independent Contractor UPSAFETY IS AN INDEPENDENT CONTRACTOR AND NOT AN AGENT OR EMPLOYEE OF CLIENT. NO AGENCY, PARTNERSHIP, FRANCHISE, JOINT VENTURE, OR EMPLOYMENT RELATIONSHIP EXISTS BETWEEN UPSAFETY AND CLIENT. UPSAFETY'S EMPLOYEES AND AGENTS WILL NOT BE EMPLOYEES OR AGENTS OF CLIENT. UPSAFETY SHALL BE FULLY AND SOLELY RESPONSIBLE FOR THE SUPERVISION, CONTROL, PERFORMANCE, COMPENSATION, BENEFITS (INCLUDING, WITHOUT LIMITATION, ALL FORMS OF INSURANCE) WITHHOLDINGS, HEALTH AND SAFETY OF ALL OF ITS EMPLOYEES AND AGENTS. CLIENT WILL NOT BE RESPONSIBLE OR LIABLE FOR ANY WITHHOLDING TAXES OR CONTRIBUTIONS TO STATE WORKER'S COMPENSATION, UNEMPLOYMENT OR OTHER FUNDS OR PROGRAMS. United Public Safety, Inc. 321 Morris Road, Fort Washington, PA, 19034 18. Notices All notices, consents and communications required hereunder shall be given in writing and delivered by electronic mail or mail, shall be deemed to be given upon receipt thereof and shall be sent to address below: If to UPsafety: United Public Safety, Inc. 321 Morris Road Fort Washington, PA, 19034 EMAIL: legal@upsafety.net If to Client: The City of Clearwater Attn: Steve Reiter, Parking Manager 100 S. Myrtle Avenue Clearwater, FL 33756 EMAIL: steve.reiter@myclearwater.com 19. Compliance with Applicable Law ALL WORK PERFORMED BY UPSAFETY SHALL BE IN CONFORMANCE WITH PERTINENT OSHA, LOCAL, STATE AND FEDERAL GOVERNMENT LAWS, RULES AND REGULATIONS. UPSAFETY FURTHER COVENANTS AND AGREES THAT ALL WORK PERFORMED AND FURNISHED HEREUNDER SHALL BE IN ACCORDANCE WITH APPLICABLE PROFESSIONAL STANDARDS. 20. Warranties Mutual Warranties. Each party warrants that (i) it has the right and power to enter into these Terms and Conditions, and (11) it will comply with all applicable laws and regulations pertaining to these Terms and Conditions. UPsafety Limited Warranty. UPsafety warrants that the Services will be performed in a professional and workmanlike manner in accordance with recognized industry standards and other specifications as outlined in the CONTRACT. Exclusive Remedies. Beyond provisions for liquidated damages in the CONTRACT, if, during the Warranty Period the Software fails to comply with the Software Warranty set forth above, UPsafety's entire liability and Client's exclusive remedy beyond these damages will be either to a) repair or replacement of the Software, or b) if in UPsafety's opinion such repair or replacement is not possible, termination of the SaaS Term and a refund of the Subscription Fees paid for the Software. This limited warranty is void if failure of the Software has resulted from accident, abuse, misuse or negligence of any kind in the use, handling or operation of the Software, including any use not consistent with the User Documentation or UPsafety training. UPsafety's entire liability and Client's exclusive remedy for any breach of warranty with respect to the Services as described above shall be UPsafety re -performing the Services performed. Disclaimers. Any written or oral information or representations provided by UPsafety agents, employees, resellers, consultants or service clients with respect to the use or operation of the Software will in no way increase the scope of UPsafety's warranty. UPsafety and its suppliers exercise no control whatsoever over the content of the information passing through their systems. Client and users must exercise their own due diligence before distributing and/or relying on information available on the Internet, and must determine that they have all necessary rights to copy, publish, or otherwise distribute such information under copyright and other applicable laws. Neither UPsafety nor its suppliers will be liable for United Public Safety, Inc. 321 Morris Road, Fort Washington, PA, 19034 any consequences of providing services, including those suffered as a result of delivering or accessing information or content, such as accessing information with offensive, inaccurate or inappropriate content, the possibility of Contracting computer viruses, or unauthorized access to or alteration, theft, or destruction of any data, files, programs, procedures, or information through accident, fraudulent means or devices, or any other method. UPSAFETY DOES NOT AND CANNOT WARRANT THE PERFORMANCE OR RESULTS OBTAINED BY CLIENT IN USING THE SOFTWARE OR THE SERVICES, OR THAT THE SOFTWARE OR THE SERVICES WILL MEET CLIENT'S REQUIREMENTS OR THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE. EXCEPT FOR THE WARRANTIES SET FORTH ABOVE AND IN THE CONTRACT, UPSAFETY EXPRESSLY DISCLAIMS ALL OTHER REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY (BY ANY TERRITORY OR JURISDICTION) TO THE EXTENT PERMITTED BY LAW. FURTHER, UPSAFETY EXPRESSLY EXCLUDES ANY WARRANTY OF NONINFRINGEMENT, TITLE, FITNESS FOR A PARTICULAR PURPOSE, OR MERCHANTABILITY TO THE EXTENT PERMITTED BY LAW 21. Public Records. All records made pursuant to this Agreement, as well as negotiations conducted prior to its execution, shall be handled in compliance with Chapters 119 and 286 of the Florida Statutes unless an exemption applies. The Client gives no assurance as to the confidentiality of any portion of any proposal or record once submitted. 22. Indemnity Subject to Florida Statute 762.28, UPsafety and its members agree to indemnify and hold free and harmless, assume legal liability for and defend the Client, and its officers, employees, agents, and servants, whether they are current or former, from and against any and all actions, claims, liabilities, assertions of liability, losses, costs and expenses, in law or in equity, including but not limited to attorney's fees at trial and appellate levels, reasonable investigative and discovery costs, court costs, or claims for bodily injury or death of persons and for loss of or damage to property, except as provided for herein, or every kind and nature whatsoever, which in any manner directly or indirectly may arise or be alleged to have arisen, from the goods and services the Client has contracted for. Nothing contained herein is intended to serve as a waiver by the Client of its sovereign immunity, to extend the liability of the Client beyond the limits set forth in Section 762.28, Florida Statutes, or be construed as consent by the Client to the sued by third parties. 23. Right to Work Product Any invention, discovery, creation, expression or other result of UPsafety's Services, such as findings, analyses, conclusions, opinions, recommendations, ideas, techniques, know-how, designs, programs, tools, applications, interfaces, enhancements, software, and other technical information (collectively "Work Product"), created by UPsafety in the course of performing the Services hereunder are the property of UPsafety and are licensed to Client, without further license fees, pursuant to the license in these Terms and Conditions, provided, however, Work Product does not include, and Client shall retain title to (i) Confidential Information of Client, and (ii) all Client Content. Client shall have no right to sublicense, transfer, assign, convey or permit any third party to use or copy any Work Product. 24. Force Majeure Except for Client's obligation to pay UPsafety, neither party shall be liable for any failure to perform its obligations under these Terms and Conditions if prevented from doing so by a cause or causes beyond its control, including without limitation, acts of God or public enemy, failure of suppliers to perform, fire, floods, storms, epidemic or quarantine restrictions, earthquakes, riots or civil commotion, strikes, war, and restraints of government, freight or other embargoes, weather conditions or any failures by UPsafety's subcontractors or suppliers. United Public Safety, Inc. 321 Morris Road, Fort Washington, PA, 19034 25. Assignment Neither these Terms and Conditions nor the CONTRACT shall be assigned by Client without the prior written consent of UPsafety. Any attempted assignment in violation of this provision shall be null and void. Subject to the foregoing, these Terms and Conditions are binding upon, inure to the benefit of, and are enforceable by the parties hereto and their respective successors and assigns. 26. Choice of Law and Venue This Agreement shall be construed according to the laws of the State of Florida. Jurisdiction and venue for any legal action in connection herewith, whether sounding in contract or tort, shall lie in Pinellas County, Florida. 27. Miscellaneous Except as otherwise specifically stated herein, remedies shall be cumulative and there shall be no obligation to exercise a particular remedy. If any provision of these Terms and Conditions are held to be unenforceable, the other provisions shall nevertheless remain in full force and effect. The failure by either party to enforce any rights granted hereunder or to take action against the other party in the event of any breach of these Terms and Conditions will not be deemed a waiver by that party as to the subsequent enforcement of rights or subsequent actions in the event of future breaches. These Terms and Conditions and the CONTRACT together set forth the entire agreement between the parties with respect to the subject matter hereof and all other agreements, representations, communications and understandings, both oral and written, are superseded hereby. United Public Safety, Inc. 321 Morris Road, Fort Washington, PA, 19034 Exhibit B: Agreement to Purchase October 17, 2019 United Public Safety 1 Cost Proposal Summary Our proposal can be summarized as follows. We will provide the City everything requested under this RFP, including a full site license, training, 24/7/365 support, full data conversion and eleven (11) of our favorite mobile 3 -inch printers for a "clean" $3.00 per ticket and permit paid online, entirely paid by the constituent. The City will only pay for: • Upgraded hardware, either from UPsafety or the mobile equipment provider of the City's choosing • Payment processing for Citations and Permits at 2.9% plus $0.25 per transaction • Data Plans from either UPsafety or the City's current mobile data provider • The Cost of a First -Class U.S. Stamp + $0.15 for Automated Notice Mailing • Paper either through UPsafety or the City's choice of vendor • Out of State DMV research at $0.70 per Violator Found I In -State at Direct Cost Hardware Pricing Unlike many enforcement providers, we provide full, in-house support for the hardware we resell to you. That means that instead of calling Panasonic/Zebra/Samsung's technical support hotline, you're calling our fully US -based staff under the same one-hour Service Level Agreement that we maintain for our software. We believe anything less is not supporting the whole solution. CitePro TM Print Hardware Package — $54.00 per Device per Month (for three years) We recommend this one-piece solution as the workhorse device for your PEO's. The hardware package includes the mobile computer, two hot-swappable external battery packs, a charging dock which allows both the device and a supplemental battery to be charged in tandem, and a power-supply/charging cable. We are also happy to provide, at no additional cost, 4- slot docking stations for better space management. Quantity Provided Under Contract: Eleven (11) CitePro Handhelds will be provided Cost for Hardware provided: 11 Devices * $54 Per Device * 12 Months = $7,128.00 per year. 1 October 17, 2019 Hardware Warranty Options CiteGuardP/us Warranty — $25.00 per Device per Month In the case of hardware damage or failure, this warranty fully covers: 1. Immediate shipment of a no -cost Loaner device to replace the affected device 2. A call tag for the affected device for shipment to our offices for repair 3. Shipping for the repaired device back to your offices 4. A call tag for the Loaner device Over a full three-year term. This provides for instant remediation of hardware issues, and keeps officers enforcing. Quantity Provided Under Contract: Eleven (11) CiteGuardP/us Warranties will be provided. Cost for Hardware Warranties: 11 Warranties * $25 per Warranty * 12 Months = $3,300.00 per year. Platform Pricing and 24/7 Software Support CityCiteTM Platform Fee — Site License Included We sell our cloud hosted software suite at a recurring monthly license fee per device per month based on the functionality utilized. This fee includes: 1. A license for (1) mobile user and (1) cloud user to use our front-end data entry software, and cloud based back end management software. This includes access to all features of our software, including the iPermit permitting module, as well as live real -time -push integrations, and maintenance of those integrations to almost all major parking vendors, including, for this project: Cale Kiosks, ParkMobile PayByCeII and Vigilant ALPR. 2. 24/7/365 in house help desk support for any and all software and hardware issues. 3. Access to our Client Resource Center, which provides in depth details of the functionality within our mobile and back end software, including video demonstrations and guided walk throughs. 4. Any and all software updates, including product enhancements, issue resolutions, and new feature releases as they become available. Since inception, we have been releasing new software to clients rapidly. October 17, 2019 Some major upgrades in 2018, provided at no additional cost to ALL current subscribers, included: • Full Cloud & Mobile User Interface Refresh • Enhanced Dashboard Data Visualizations • Added Payment Functionality (Skeletal, Swaps, Refunds) • Multiple Ticket Management • NSF Check Automation • Stripe Integration & Dashboard • Advanced Disputes & Hearing Scheduling To ensure these features are fully utilized, we regularly hold UPsafety User Webinars, at no additional cost to subscribers, before each major update to identify, train, and answer any and all customer questions and concerns. Users who cannot make the webinar can request a recorded copy to view anytime. 5. Free admission to our yearly Users Conference 6. Two free remote training sessions per year to ensure all users remain product experts Quantity of Licenses Provided Under Contract: Full Site License Cost for Software Licensing & Support: $0.00. Included in Citizen Portal fees. Citizen Portal — $3.00 per Citation or Permit Paid Online with $5.00 Fleet Maximum We will fully customize an e-commerce site to meet your needs, including branding, adding customized dispute fields, and developing lookup logic. Through the portal, constituents can: • Review photo evidence, as well as all ticket data recorded at the time of issuance • View fine schedules, laws and FAQ's • Pay tickets online, from the moment a ticket is issued, via QR code on the ticket, the website printed on the ticket, or, through the Interactive Voice Response (IVR) phone number • Dispute and inquire as to ticket status, including the upload of secure documents to be viewed by enforcement or administrative staff When a violator pays a $30.00 citation, they will pay the citation amount, plus the service fee, and we will remit the full $30.00 citation value to you next day. This includes permit purchase and renewal, citation payments, and online disputes and hearings. October 17, 2019 Costs of Portal: $0.00 to the City, $3.00 by Patrons for every violation or permit paid online. For fleets, the service fee will not exceed $5.00 per transaction regardless of the number of violations and permits paid in one transaction. Training and Implementation Full On -Site Training — Included This fee is for on-site training of your officers and administrators on how to use the system inside and out, as well as training managers to a Train the Trainerstandard. This covers our costs in paying the 1-2 employees training, as well as their hotel rooms and travel. Cloud Set Up & Customization — Included We charge this fee to fully customize the cloud to your department, including setting permissions for each individual employee, implementing ticket lifecycle business logic, creating report templates specified by managers, importing common street names in order to optimize officer drop down lists and more. Services Provided Under Contract: Full on-site training, set up and implementation. Cost for Implementation: $0.00. Included in Citizen Portal fees. Processing and Other Per Item Services Out of State DMV Research — $0.70 per Out of State Owner Found / <$.48 per In -State Owner Found For DMV research for out of state violators, we charge Per Successful Plate Lookup, which means that a charge is only incurred if a valid address has been found for the requested plate. Service Provided: We will automatically provide and associate registered owner information for violations bearing license plates for which information can be retrieved from national DMV's. Cost for Service: Variable depending on volume. As discussed, the Florida DMV increased pricing for in-state violations from $0.02 per record to $0.50 per record mid contract negotiations, which is why the cost of $0.50 - $0.02 = $0.48 is mentioned. Please note that we will reduce this price in kind if their policies and other developments are able to reduce it. October 17, 2019 Our best estimate is 5% of violations will be issued to vehicles with out of state plates bringing the most likely yearly cost to: 30,000 Violations * .05 * 50% needing lookup * $0.70 per Violator Found = -$525.00 per year. For in -states, our best estimate is 50% of violations will require a lookup, bringing this potential cost to: 30,000 Violations * 50% * $.48 per Violator Found = -$7,200.00 per year. In total, approximately $7,725.00 per year. Credit Card Processing for Ticket and Permit Payments - 2.9% plus $0.25 per Transaction Service Provided: We will process and remit the money from all Credit & Debit cards processed through our gateway next day. For each transaction processed, we will bill the City 2.9% of the volume processed, and $0.25 for each transaction processed, monthly in arrears. Cost for Service: Variable depending on the volume of citations issued and processed. Our best estimate is -20,000 transactions and -$500,000 processed, or: (20,000 * $0.25 = $5,000) + ($500,000 * .029 = $14,500) = 419,500.00 per year. Automated Delinquent Notices - Cost of First -Class U.S. Stamp + $0.15 The cost of customizing physical notices, which will be mailed to violators as warnings and requests for payment, or, for any other automated correspondence on behalf of your organization, is fully included in the set-up process. This fee is for the printing, stamping and mailing of physical notices to violators. Service Provided: We will prepare and mail two (2) notices to the registered owner(s) of applicable vehicles. Cost for Service: Variable depending on the volume of citations issued and processed. Our best estimate is that 50% of violators will receive a first notice, and of that 25% will receive a second so: .75 * 30,000 * ($0.55 + $0.15) = -$15,750.00 per year, but please note this can vary with delinquency levels, ticket issuance volume and the cost of a First - Class U.S. Stamp. 5 October 17, 2019 Polyvinyl Paper - -$0.05 Per Ticket Written We provide top quality water and tear resistant polyvinyl paper at a price of $169.00/Case. There are 50 rolls per case and clients see anywhere between 60-70 tickets per roll. The value of $.05/ticket that we mention in our literature is computed as follows: $169 Per Case = $3.38 Per Roll - $ 0.05 50 Rolls Per Case 65 Tickets Per Roll Per Ticket Service Provided: We will aid in the design and order of all paper required for this project by Clearwater. Cost for Service: Variable depending on the volume of citations issued. We will charge the City no more than a 20% markup on Custom paper, or, no more than our then current price for plain polyvinyl. VeriFone P400 Point of Sale Terminal(s) - $399.00 per Unit In person payments, under the current Stripe supported system, are performed by utilizing the VeriFone P400 terminal, VeriFone's latest and most advanced terminal offering. Boasting a full color, touchscreen display, the P400 comes with EMV standard, and also allows for expanded functionality as payment trends change, including mobile wallet acceptance, EMV capabilities, and NFC/CTLS. Service Provided: We will provide four (4) Terminals to the City to be connected to our Cloud -based Point of Sale software. Cost for Service: 4 Terminals * $399 per Terminal = $1,596.00 one-time fee Verizon 4G LTE Data Plan - $35.00 per Device per Month We resell data plans from Verizon exclusively, because their network and speed are uncompromising. This plan includes mobile data for one device. Service Provided: We will provide data plans for all eleven (11) devices and all loaner devices required. Cost for Service: 11 Data Plans * $35 Per Plan * 12 Months = $4,620.00 per year. October 17, 2019 Total Cost of Solution - With Estimates Estimated Yearly Costs Product Quantity Price Billed Year 1 Year 2 Year 3 CiteProl" Hardware Package 11 $ 54.00 Monthly $ 7,128.00 $ 7,128.00 $ 7,128.00 CiteGuard+ Extended Warranty 11 $ 25.00 Monthly $ 3,300.00 $ 3,300.00 $ 3,300.00 Verizon 4G LTE Ultd Data Plan 11 $ 35.00 Monthly $ 4,620.00 $ 4,620.00 $ 4,620.00 Cost of Out of State Lookups -750 $ 0.70 Per Item $ 525.00 $ 525.00 $ 525.00 Cost of In State Lookups -15000 $ 0.48 Per Item $ 7,200.00 $ 7,200.00 $ 7,200.00 Cost of Automated Notices -15,000 $ -0.70 Per Item $ 10,500.00 $ 10,500.00 $ 10,500.00 Cost of Citation Paper -30,000 $ -0.05 Per Item $ 1,500.00 $ 1,500.00 $ 1,500.00 Card Fees - Per Item -20,000 $ 0.25 Per Item $ 5,000.00 $ 5,000.00 $ 5,000.00 Card Fees - Volume -$500,000 2.90% Per Item $ 14,500.00 $ 14,500.00 $ 14,500.00 Verifone P400 Terminal 4 $ 399.00 One Time $ 1,596.00 $ $ Total Cost of Solution $ 55,869.00 $ 54,273.00 $ 54,273.00 ' Please note that yearly costs for line items with "Per Item" designations are calculated using our best estimates for the multiplicand(s) applicable. Exhibit C: Warranty Information CiteGuard' & CiteGuardPLU Terms and Conditions for the N -Class UPsafety Product Care Program LIMITED PRODUCT WARRANTY United Public Safety, Inc. (UPsafety) warrants that the N -Class Rugged Android product shall be free from defects in materials and workmanship, under normal intended use, for a period of 12 months from the date of shipment from UPsafety. The N -CLASS products can be warranted up to three (3) years (including the standard warranty period). UPsafety warrants that the following items shall be free from defects in materials and workmanship, under normal intended use, for a period of ninety (90) days from the date of shipment: battery packs, media containing the N -CLASS programs, desktop PC programs, owner's manual and any accessories. Extended warranties apply only to the N -CLASS products, not battery packs, media containing N -CLASS programs, desktop PC programs, owner's manual(s) and any accessories. WARRANTY EXCLUSIONS OF CITEGUARDTM AND CITEGUARDPLusTM This warranty shall not apply if: (i) the product has been set up improperly or has been improperly installed or calibrated, (ii) the product is operated in a manner that is not in accordance with the instruction manual(s) and/or user guide, (iii) the product is used for a purpose other than for which it was designed, (iv) the product has been used in environmental conditions outside of those specified for the product, (v) the product has been subject to any modification, alteration, or change by or on behalf of customer (except and unless modified, changed or altered by UPsafety or UPsafety's direct supervision), (vi) the defect or malfunction results from misuse or accident, (vii) the serial number on the product has been tampered with or removed, or (viii) the product has been opened or tampered with in any way. Broken or Damaged Display is not covered under Warranty. Excessively worn parts are not covered under the RX Extend program. These may include, but are not limited, touch screen, keyboard elastomer/ switch, hand strap, bumpers, graphics, battery. This warranty is exclusive and UPsafety will not assume and hereby expressly disclaims any further warranties, whether express or implied, including, without limitation, any warranty to merchantability, fitness for a particular purpose, non -infringement or any warranties arising from the course of performance, dealing or usage of trade. UPsafety specifically makes no warranties as to the suitability of its products for any particular application. UPsafety makes no warranties that its products will meet your requirements or will work in combination with any hardware or applications software products provided by third parties, that the operation of its products will be uninterrupted or error free, or that all defects in the product will be corrected. UPsafety shall not be responsible for software, firmware, information, or memory data contained in, stored on, or integrated with any products returned to UPsafety for repair, whether under warranty or not. REMEDY In the event a defect in materials or workmanship is discovered and reported to UPsafety within the specified warranty period, UPsafety will, at its option, repair the defect or replace the defective product. Replacement products may be new or reconditioned. UPsafety warrants any replaced or repaired product for a period of ninety (90) days from the date of return shipment, or through the end of the original warranty period, whichever is longer. LIMITATION OF LIABILITY To the fullest extent allowed by law, UPsafety's obligation shall be limited to the repair or replacement of the product. UPsafety shall in no event be liable for special, incidental, or consequential, indirect, special or punitive damages of any kind, or for loss of revenue or profits, loss of business, Toss of information or data, or other financial loss arising out of or in connection with the sale, installation, maintenance, use performance, failure or interruption of any product. Any responsibility and/or liability of UPsafety shall, in connection with a warranted product, be limited in maximum amount to the original purchase price. 0 2019 United Public Safety. All rights reserved. UNITE iR TY CiteGuardTM' & CiteGuardPLue UNITED PUBLIC SAFETY'S PRODUCT CARE PROGRAM: TERMS AND CONDITIONS WARRANTY REPAIRS To obtain repair or service on N -CLASS product, contact the Repair Services Department within the applicable warranty period to receive a Return Material Authorization (RMA) number. Repairs returned without proper authorization may be subject to additional handling fee and/or delay the repair. The customer is responsible to prepay all shipping costs when sending equipment to a repair center UPsafety will return the repaired equipment by the same method it was received. GOVERNING LAW This warranty is governed by laws of the Commonwealth of Pennsylvania, and excluding the United Nations Convention on Contracts for the International Sale of Goods. The courts of the Commonwealth of Pennsylvania shall have exclusive personal jurisdiction in case of any disputes arising out of or in connection with this warranty. SERVICES AND MATERIALS PROVIDED UNDER ALL WARRANTIES • Analysis of problem by service technician • Labor and materials required to fix defective parts • Functional analysis performed after repair OBLIGATIONS FOR EXTENDED WARRANTY Customer Obligations 1. Pay for the extended warranty coverage per UPsafety's stated terms and conditions. The extended warranty time frame must be determined and purchased at the time of original equipment purchase. 2. When a repair is needed contact United Public Safety Technical Support at support@upsafety.net or call 215.394.1906, ext. 3. 3. Properly pack the product (equal to the original shipping carton). 4. Adequately insure the product against loss or shipping damages. 5. Pay for shipping, handling, and insurance costs needed to return the product. 6. Pay for any expediting fees outside our normal repair policy and extended warranty programs. 7. Assume full responsibility for returning the product for repair prior to the warranty expiration date. 8. Assist as needed in tracing and/or settling shipping losses or damages. FACTORY OBLIGATIONS 1. Provide Return Material Authorization (RMA) number and accept the product back for evaluation or repair. 2. Evaluate, repair or replace the product as needed. 3. Repair and return the product within the specified turn around time or notify the customer if there is a delay and explain the cause of the delay 4. Forewarn the customer of any non -warranty work to be completed (including associated shipping and handling costs). 5. Assist as needed in tracking and/or settling losses or damages. © 2019 United Public Safety. All rights reserved. 215.394.1906 sales@upsafety.net upsafety.net Sometimes, even the best hardware fails Officers drop their units, the elements take their toll, or maybe there was a small manufacturer defect. Whatever it is, we have you covered with two optional extended warranty plans — CiteGuard' and CiteGuardPLUSTN. Our new service plans are designed specifically for our CiteProTM enforcement hardware. This 3 -year protection program is intended to make the repair process as efficient and cost effective for you, as possible. CiteGuardTM • Get the same coverage as your original 12 -month factory standard warranty for 36 months with CiteGuard. CiteGuardnus M • CiteGuardPLUS includes: * All shipping costs (4 -way) No charge loaner device (shipped overnight) until original device is repaired * Call tag (or similar) sent for defective device Our CiteGuardPLUS option is a highly recommend value, as it makes one of the most arduous support processes seamless. All we require is an initial five minute call to troubleshoot the device, to determine if the failure is something that can be handled in the field.