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Phi s=leet Solutions Proposal for the City of Sunny Isles Beach RFP # 11 -12 -01 Fleet Wide Remote Management System Customer /Purchaser agrees to pay any fee(s) imposed by merchant service providers with the credit card on file, have real -time service suspended immediately and agrees to pay airtime fees not paid during charge back dispute period. On -going disputes may result in the temporary or permanent cancellation of all service, the imposition of a per vehicle cancellation fee or reactivate fee and the collection of past due subscription fees before service will be reinstated. Customer authorizes Company to institute the above actions directly with service provider(s). 9. DEFAULT: Customer agrees and acknowledges that time is of the essence with respect to payment required of the Customer hereunder. Failure to pay Company within 10 days of the due date any payment required under this Agreement shall render Customer in default. In the event of default, Customer becomes responsible for all fees and costs associated with collection, including but not limited to fees imposed by any collection agent utilized by Company. 10. CHOICE OF LAW, JURISDICTION AND VENUE. This Agreement shall be governed by and enforced in accordance with the laws of the State of Florida, USA WITHOUT REGARD TO ITS CONFLICTS OF LAWS and VENUE [jurisdiction] of any dispute INVOLVING (between] the Company and Customer or End User will be in a court in HILLSBOROUGH COUNTY in the state of Florida through arbitration. Both parties agree to abide by the decision of the arbitrator. Court costs and other legal fees shall be incurred by the Customer and each party will pay their respective legal (attorney) counsel fees without reimbursement from the other party regardless of the arbitrator's or court's decision. The burden of proof of payment or any other burden of proof shall be on the Customer. NEITHER PARTY NOR ANY AFFILIATED COMPANY OR ASSIGNEE SHALL HAVE THE RIGHT TO OFF SET THIS AGREEMENT, OR ANY WARRANTY OR OTHER CLAIMS THAT ARISE UNDER THIS AGREEMENT OR OTHERWISE. 11. NO SET -OFF. NEITHER CUSTOMER NOR ANY AFFILIATED COMPANY OR ASSIGNEE SHALL HAVE THE RIGHT TO SET OFF AGAINST AMOUNTS PAYABLE TO COMPANY, UNDER THIS INVOICE OR OTHERWISE, ANY AMOUNT THAT COMPANY MAY ALLEGEDLY OWE TO CUSTOMER, OR ANY WARRANTY OR OTHER CLAIMS THAT CUSTOMER MAY HAVE WHETHER ARISING UNDER THIS AGREEMENT OR OTHERWISE. 12. USE OF INFORMATION AND NAME: Customer agrees to allow the Company to use the Company name and logo, properly trademark identified, in marketing material with examples of benefits received from utilization of products and services provided by the Company. 13. CUSTOMER CHANGES: Any Customer changes, alterations or attachments to the equipment may require a change in the charges set forth herein. The Company reserves the right to terminate this Agreement in the event that it shall determine that such changes, alterations, or attachments make it impractical for Company to service the equipment or to retake possession of the equipment. 14. NO WAIVER OF RIGHTS: Customer acknowledges and agrees that any delay or failure of the Company to enforce its rights hereunder does not constitute a waiver of such rights by Company, or in any way prevent Company from enforcing such rights, or any other rights hereunder, at a later time. 15. ENTIRE AGREEMENT: The Agreement constitutes the entire agreement between the parties, and any and all prior negotiations, agreements (oral or written), or understandings are hereby superseded. 16. NO MODIFICATION OF TERMS: THE CUSTOMER EXPRESSLY ACKNOWLEDGES AND AGREES THAT THESE TERMS AND CONDITIONS MAY NOT BE VARIED, MODIFIED, OR CHANGED EXCEPT BY WRITTEN AGREEMENT EXECUTED BY A CORPORATE OFFICER OF THE COMPANY. Page 23