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3.2 Payment terms are net 30 days from date of invoice. A processing fee of 3.5% applies to payments made by credit card. 3.3 Billable work under Section 9 is invoiced separately as performed and is not included in the annual fee. 3.4 Fees are exclusive of any tax, duty, inspection or testing fee imposed by any governmental authority on the transaction. Customer will either pay such amounts in addition to the fee or provide a valid exemption certificate. 3.5 The annual fee is earned in full at the commencement of each annual period of the Term. It is not divisible, not pro -ratable and not refundable. Monthly invoicing is a payment convenience only and does not alter this. 4. Covered Equipment and Changes to It 4.1 "VSS Equipment" means equipment sold and installed by VSS. "Legacy Equipment" means pre- existing agency equipment that VSS has integrated into the Avigilon platform but did not sell or install. Both are supported. They differ only in how replacement labor is billed, under Sections 5.3 and 9.1. 4.2 Baseline Footprint. The device counts recorded at Exhibit A.2 are the Baseline Footprint. The annual fee is set against it. 4.3 . Substitution. Customer may retire an item and put a replacement in its place at any time at no change to the annual fee, provided total count and device type stay consistent with the Baseline Footprint. A retired item that is not replaced does not reduce the fee. 4.4 Newly purchased equipment. Equipment newly purchased from VSS carries its own warranty. During that warranty period it is covered by the warranty, is not covered by this Agreement, and does not count against the Baseline Footprint. Coverage under this Agreement begins the day after the warranty period ends, on the terms in Section 4.5. 4.5 Additions. Equipment added above the Baseline Footprint, and any device type not present in the Baseline Footprint, is quoted at the per -device rate at Exhibit B.3 and covered from the start date stated in the accepted quotation. On a 24-month or 36-month Term that rate is held at the Year 1 amount for the full Term, so equipment added in Year 3 is covered at the Year 1 rate. The rate lock on the annual fee is unaffected. 4.6 Record of coverage. The Baseline Footprint at Exhibit A.2, together with the accepted quotations for any additions, is the record of what is covered. Equipment that is neither in the Baseline Footprint nor covered by an accepted quotation is not covered by this Agreement. S. What the Plan Covers 5.1 Unlimited remote and telephone diagnostic support during staffed hours, for both VSS Equipment and Legacy Equipment. 5.2 Onsite diagnostic labor for both VSS Equipment and Legacy Equipment, including travel to and from Customer sites within Miami -Dade County. 5.3 Labor to remove, replace, re -terminate, re -aim, reconfigure and return to service any item of VSS Equipment, with no labor charge and no limit on how often it is required during the Term. 5.4 Software support, configuration and troubleshooting for the Avigilon Control Center, Vigilant LPR applications and Hiperwall software recorded at Exhibit A. 5.5 Coordination of manufacturer RMA processing on Customer's behalf, including submission, tracking and return shipping arrangements. VSS carries no liability for manufacturer turnaround times or outcomes. 5.6 One remote system health review each calendar quarter, per Section 8 and Exhibit C. VETTED SECURITY SOLUTIONS Service Agreement City of Sunny Isles Beach Page 2 of 11 241