Las Vegas Metropolitan Police Department Purchasing and Contracts 400 S. Martin L. King Blvd. Bldg. 8 4th floor Las Vegas, NV 89106 Phone:(702) 828-5788 Fax:(702) 820-0146 Tax ID No. 88~6000028 Blanket Purchase Order 4300021480506 Page To? Order Date 07/22/2013 Vendor Last change date Vendor Number. 508766 Pa men: rm t30 HARRIS CORP-WIRELESS PROD GRP 9.8 rays I PO BOX 9800 R5-11A We" ma 9 33? MELBOURNE FL 32902?9800 Phone 702-828~3946 Fax: 703.323.1525 Inco Terms DESTINATION - FREIGHT PREPAID . .. . r12 A Billing Address ems? a I LAS VEGAS METROPOLITAN POLICE DEPT Validity Period 07/01/2013-06/30/2014 BUDGET ACCOUNTING Reference Number 0601214438 400 MARTIN KING BLVD BLDG 8 4th FLR Contact Person ANDREA SWIFT Delivery Address . I . Number 7028234455 - LAS VEGAS METROPOLITAN POLICE DEPT LOGISTICS BUREAU 3141 SUNRISE AVE LAS VEGAS NV 89101 Winomaees based on budget appropriatlons. Stingray Surveiilance Equipment. In accordance with the Terms Conditions of CBE #601214-?08 approved 07/17/08 FIN Agreement No.: 4660000297 Item Materiel/Description Quanti UOM Unit Price Not Amount 10 MAINTENANCE AGREEMENT - - - In accordance with the Terms Conditions of CBE #601214-08 (332.1 07/ 1 7/08 FIN Term 7/1/2013 through 6/30/14 Line 10: Communications Annuai Maintenance per described on quote? 06/05/2013. Please contact Sgt. Rossi or Lt. Guedry at-Nith any questions regarding this PC). Item completely delivered Total $16,800.00 Las Vegas Metropolitan Police Department Purchasing and Contracts 400 S. Martin L. King Blvd. Bldg. 4th fioor Las Vegas, NV 89106 Phone:(702) 828-5788 Fex:(702) 328-0146 Tax ID No. 886000028 Page 2 of 2 Blanket Purchase Order 4300021480606 TO VENDOR: This Purchase Order is subject to the Terms and Conditions incorporated herein by this reference. A compists copy of the Terms and Conditions is nvailable on the Las Vegas Metropolitan Police Department's website, encourages the economic prosperity of all disadvantaged groups In the business community, and promotes full and open competition in oil purchasing activities. if you have questions concerning how to prepare a bid. information that is available to you or you would like to discuss business opportunities within piease contact us at teiephone number (702) 8286788. Note: All Invoices must be submitted with the appropriate Purchase Order number referenced. DATE: 0712212013 Diana Kelley PHONE 702-828-3946 Quote - Date 615/201 3 Page: 1 Harrie Premietary HARRIS CORP - WIRELESS PRODUCTS GROUP PO. BOX 9800, MELBOURNE, FL 32902-9800 PH: 800-358?5297, FAX: Bill To: Ship To: Las Vegas Metro Police Las Vegas Metro Police Accounting Section Las Vegas Metro Police Dept. Las Vegas Metro Police 3141 E. Sunrise Ave ast unrrse Las Vegas NV 89101 Gawain Guedry Las Vegas NV 89101 DISCLOSURE OF THIS DOCUMENT AND THE INFORMATION IT CONTAINS ARE PROHIBITED LAW (18 U.S.C.). THIS DOCUMENT HARRIS TRADE SECRET AND BUSINESS OR FINANCEAL INFORMATION EXEMPT FROM DISCLOSURE UNDER THE FREEDOM OF INFORMATION ACT. THIS DOCUMENT MAY CONTAIN TECHNICAL DATA ACCORDING TO THE DEPARTMENT OF STATE, INTERNATIONAL IN ARMS REGULATIONS 22 CFR CHAPTER 1. M. PARTS 123430} AND THE DEPARTMENT OF COMMERCE. EXPORT ADMINISTRATION REGULATIONS (EAR), 15 CFR PARTS 730-774. THIS DOCUMENT AND THE INFORMATION IT CONTAINS MAY NOT BE EXPORTED OR SHARED WITH A FOREIGN NATIONAL WITHDUTA VALID EXPORT BEFORE MAKING OR PERMITTING ANY DISCLOSURE OF THIS DOCUMENT OR THE INFORMATION IT CONTAINS. WHETHER 2N FULL OR IN PART. SHALL BE GIVEN TIMELY NOTICE AND THE OPPORTUNITY TO CHALLENGE SUCH DISCLOSURE UNDER APPLICABLE LAW. Purchase Order No. Customer ID Sales arson ID Shipping Method Payment Terms Rec; Ship Date Master No. BEST WAY Net 30 0/0/0000 5,150 Quantity Item Number Description UOM Distount Unit Price Ext. Price NOTE $0.00 Prices are subject to change. Quotes are valid 280 days from date of issue. Attached Ts&Cs are applicable to all resultant orders. NOTE $0.00 Yearly Maint Agreements provide extended hardware warranty and software upgrades. Each Maint Agreement extends maint for art additional year. See Maint Terms for additional information. 1 MT- Maintenance EA - 1 MT- Maintenance EA I- Il_ll 1 MT- Maintenance EA 1 MT- Maintenance EA 1 MT- Maintenance EA 1 Maintenance EA HARRIS CORP - WIRELESS PRODUCTS GROUP PO. BOX 9809, MS R54 1A MELBOURNE. FL 32902?9800 PH: 800-358-5297, FAX: Harris Proprieiary To: Date 615/201 3 Page: 2 Las Vegas Metro Police Accounting Section Las Vegas Metro Police 3141 E. Sunrise Ave Las Vegas NV 89101 Ship To: DISBLOSURE OF THIS DOCUMENT AND THE INFORMATION IT CONTAINS ARE STRICTLY PROHIBITED BY FEDERAL LAW (18 U.S.C.). THIS DOCUMENT CONTAINS HARRIS TRADE Las Vegas Metro Police Las Vegas Metro Poiice Dept. as unnse Gawain Guedry Las Vegas NV 89101 SECRET AND CONFIDENTIAL BUSINESS OR INFORMATION EXEMPT FROM DISCLOSURE UNDER THE FREEDOM OF INFORMATION ACT. THIS DOCUMENT MAY CONTAIN TECHNICAL DATA ACCORDING TO THE DEPARTMENT OF STATE. INTERNATIONAL TRAFFIC IN ARMS REGULATIONS (ITARI. 22 CFR CHAPTER 1, SUBCHAPTER M, PARTS 123-239} ANOTHE DEPARTMENT OF COMMERCE. EXPORT ADMINISTRATION REGULATIONS (EAR), 15 CPR PARTS T303713, THIS DOCUMENT AND THE INFORMATION IT CONTAINS MAY NOT BE EXPORTED 0R SHARED WITH A FOREIGN NATIONAL WITHOUT A VALID EXPORT AUTHORIZATION, BEFORE MAKING OR PERMITTING ANY DISCLOSURE OF THIS DOCUMENT OR THE INFORMATION If CONTAINS. WHETHER IN FULL OF. IN PART. SHALL BE GIVEN TIMELY NOTICE AND THE OPPORTUNITY TO CHALLENGE SUCH DISCLOSURE UNDER APPLICABLE LAW. Quantity Item Number Description ?urchase Order No. Customer ID ?SaieSEerson ID Shipping Method Payment Terms Req Ship Date MaSter No. EST WAY Net 30 OIOIDUOO 5.150 UOM Bigoount Unit Price Ext. Price MT- Maintenance - EA -I - Remit Payment To: Subtotal Electronic Funds Transfer (EFT): (3080 Mail Deposits: GCSD Overnight Deliveries: Mist; $0.00 Harris Corporation, GCSD Harris GCSD Harris GCSD L8 6759 Tax $0.00 Citibank Delaware PO. Box 7247 LB 010 Citibank Delaware Lockbox Operations .- I1 $0 00 Philadelphia Philadelphia. PA19170-5759 1615 Brett Road ?3?9 - Account No: New Castle. DE 19720 Trade Discount $0.00 ABA No Phone number: 302?323-3600 Purchase Price $15 800 00 Please reference the invoice number with your payment. Harris Tax Wows HARRIS GOVERNMENT COMMUNICATIONS SYSTEMS PagelofT TERMS AND CONDITIONS OF SALE FOR DOMESTIC WIRELESS EQUIPMENT, SOFTWARE, AND SERVICES 1. l3e?nitions: in addition to the terms de?ned elsewhere. the following terms used herein have the following meanings: a. "Agreement? means the instrument of contracting; such as a Purchase Order. or other such designation which these terms and conditions of sale for Wireless Equipment. Software and Services are incorporated. b. ?Costumed means the purchaser of Equipment. Software. or Services from Harris. 6. "Date of Acceptance" means the date when the Customer receives an item of Equipment, Software andlor Services in an undamaged or non-detective condition. cl. "Environmental Laws? means any law or regulation in any jurisdiction worldwide applicable to the Agreement and includes but it is not limited to the recycling or treatment of waste equipment including the laws implementing the Directive. e. "Equipment? means any hardware, including components, but excluding any Software or Services. f. "Harris? means Harris Corporation, acting through its Government Communications Systems. 9. ?Maintenance Agreement? means a separate agreement for maintenance of the items procured hereunder. such services are not included in this Agreement. h. "Purchase Order? means the Customer?s purchase order as acknowledged by Harris on its standard acknowledgement term. i. ?Purchase Price" means the purchase price as identi?ed in the Purchase Order. j. "Quote" means the price quotation of Harris itemizing the purchase price and all exhibits referred to within such Quote, including but not limited to the technical proposal. technical speci?cations. scope of work, schedule, the Agreement and any Maintenance Agreement speci?cally included in the purchase price. it. ?Services? means, training, maintenance support, or other services to be provided to Customer as part of the Agreement. l. "Software? means software and ?rmware, including all copies provided to Customer. Directive? means the European Union Directive on Waste Electrical Equipment and includes any and alt national laws and regulations, whether civil, criminal, administrative. in any jurisdiction giving effect to that meaning including. but limited lo, statutes and subordinate legislation. ordinances permits, common law, local laws, iudgments, and any notices, orders, directions, instructions or decisions of any competent authority 2. Restricted Use. All Wireless Equipment andlor Software sold by Harris provides the Customer with a capability that is restricted and otherwise controlled under United States Code Title 18. Use of Equipment andlor software is strictly governed by applicable federal, state and local law associated with electronic surveillance. The Customers obligation to protect Equipment, Software and Services information includes. but not limited to. the names of speci?c products, pricing, technical and performance data. The customer shall not disclose. distribute, or disseminate any information regarding Customers purchase or use of Harris Equipment to the public in any manner including but not limited to: in press releases, in court documents and/or proceedings. internal, or during other public iorums or proceedings. Harris WPG May 2013 The Customer warrants that it has legal authority to lawfully employ the Equipment and will do so only in such a manner and for such purposes. The Customer also warrants that it has obtained the requisite coordination for the acquisition and use of the Equipment with the appropriate us. Govemment agencies. Harris assumes no liability for any use, misuse or improper use of the Equipment and makes no representations as to Equipment suitability for any speci?c application. Customer shall not transfer, sell or assign the Equipment and/or Software without the prior written consent of Harris. The customer shall not in any civil or criminal proceeding, use or provide any information concerning Ham's Equipment and/or Software beyond the evidentiary results obtained through the use of Equipment and/or Software without the prior written consent of Harris. The Customer shall notify Harris if it receives a request pursuant to the Freedom of Information Act (5 U.S.C. section 552) or an equivalent state or local law. the civil or criminal discovery process, or other judicial, legislative. or administrative process to disclose information regarding Harris Equipment andlor Software. a. in the event that any of the Equipment or Software purchased under this Agreement is lost or stolen, the Customer shall contact the Harris Help Desk at 1-8-013- 358~5297 within 3 business days. Customer shalt provide the Part Number and Serial Number of the Equipment andlor Software and a summary of facts surrounding the incident. Failure to comply with this requirement may result in Harris not accepting future orders from the Customer. 3. Proposaliauote Validity. Prices quoted are valid for 180 days from the date of Quote. After the expiration of the too-day period. Harris may modify its prices or extend the validity period. 4. Acceptance - Modification of Terms. The Agreement will be deemed accepted by Customer upon the ?rst to occur of Customer?s issuance of the Purchase Order: or (ii) Harris commencement of performance under the Agreement. in either such event any additional or different terms proposed by Customer are rejected unless expressly approved in writing by Harris. No communication from Customer that in any way differs from or acids to the Agreement, irrespective of whether or not Harris reasonably objects thereto. will be binding upon Harris unless such different or additional terms are agreed to in writing by both Harris and Customer. 5. Taxes. All prices quoted are exclusive or all applicable sales. use, excise, and other taxes, duties, fees, or charges. Unless evidence of valid tax exempt status andior resale certi?cate is provided by Customer prior to shipment, Harris shall add and Customer shall pay all such applicable taxes or charges levied or imposed to the invoice for the Equipment. Software, andlor Services. 6. Shipping and Delivery. Unless otherwise stated in the Agreement, all prices and terms are FOB. Destination and include freight charges. Harris may ship Equipment in multiple lots and Customer agrees to accept such multiple shipments and pay for each lot in accordance with the payment terms set forth herein. 7. Title and Risk of Loss. Title to and risk of loss for Equipment and Software media sold under the Agreement will pass to Customer upon receipt of equipment. wl?ils . GOVERNMENT SYSTEMS Page 2 of 7 TERMS AND CONDITIONS OF SALE FOR DOMESTIC WIRELESS EQUIPMENT, SOFTWARE, AND SERVICES 8. Payment Terms. a. Payment for an invoice is due within 30 days from the date of the invoice. Late payment wilt accrue interest to the outstanding balance at the tower of 1.5% per month. or (ii) the highest rate aliowed bylaw. b. Domestic Purchase Orders (not including Maintenance Agreements) are for shipments of Equipment, Software endlor Services to be delivered or Services to be performed within the continental United States and Canada. Harris will submit an invoice within 30 days of the Date of Acceptance of an individual delivery of Equipment, Software or performance of Services as identified in the Purchase Orders. 9. Annual Maintenance Agreement Upon expiration of the warranty period. Customer may execute a separate maintenance agreement with Harris tor Equipment andlor Software. Such maintenance agreements are available for a percentage of the original Purchase Prices of the Equipment andlor Software. Annual maintenance agreements include: a. Customer telephone support during normal business hours. excluding holidays (Monday through Friday. Eastern Time). in. Additional 12-month warranty on Equipment. with respect to the Equipment Maintenance Agreement. c. For Software Maintenance Agreements Harris wilt provide noti?cation of and free access to Software upgrades as defined in the maintenance agreement. 10. Equipment Return Policy. a. Equipment Damaged in Shipment. Upon receipt of shipments, Customer should open and inspect all boxes immediately for possible freight damage. if damage is found, Customer must notify the delivery cantor within 48 hours and request an inspection from the height carrier. Alter notifying the delivery carrier of damage, Customer will contact Harris for further instructions. Damaged Equipment may not be returned without Harris? prior authorization. For Equipment retumed under this paragraph the Date of Acceptance shall be adjusted to re?ect the date repaired or undamaged Equipment is received. lo. Items Shipped in Error. it the Customer receives Equipment andior Software in error. the Customer will notify Harris and Harris will provide return instructions. pay shipping costs (provided Harris' instructions are followed) and provide a Return Material Authorization (RMA). Customer will retain the Equipments original packing material for use in return shipment to Harris. c. Defective Equipment. Equipment is provided with either Harris' standard equipment warranty or the manufacturer's standard equipment warranty. Upon discovery of a defect or other warranty-related problem, Customer shall contact Harris for warranty support. Customer agrees not to return the Equipment until a service representative has issued an RMA, including a form which Customer must fit! out describing the nature of the Equipment defect. Harris WPG May 2013 d. Other Reasons. if Customer desires to return Equipment for other reasons, Customer must contact Harris for a RMA number. Harris' customer service representative will require a clear statement of the reason for the return request. Upon approval of Customer?s request. an RMA will be issued. Customer will not return any Equipment without an RMA. Equipment being returned may be subject to restocking and other charges. CUSTOM MANUFACTURED OR ORDER ITEMS ARE NOT RETURNABLE. e. Upon Receipt of a Return Authorization. RMA numbers must appear on each individual package being returned. Customer is responsible for ensuring the safe return of Equipment for the full invoice amount and all shipping costs. Harris may refuse shipments of Equipment returned without a valid RMA number. All Equipment being returned for credit must be returned in a timely manner and in good condition. if Equipment shows evidence of damage, wear and tear. or if components or accessories are missing, then Harris at its sole judgment may reduce any credit agreed to prior to receipt of the Equipment. 11. Limited Warranty. a. Harris warrants the Equipment and Soitware ordered hereunder as of the Date of Acceptance to be substantially free from defects in materiai and workmanship. Harris? liabitity under this Limited Warranty will commence on the Date of Acceptance of the individual item of Equipment and Software and wilt terminate after 12 months. Written notice of any defects will be given to Harris upon discovery and Harris will correct such defects by repair or replacement, at its option. without charge. Harris uses new and reconditioned parts to complete repairs and replacements under the terms of this warranty. Detective articles will not he returned to Harris without the prior written authorization of Harris. Call 1-800-358-5297? to obtain a Return Material Authorization (RMA) number. Harris wlii determine. in its sole discretion. existence and cause of the claimed defect. Speci?cally excluded from the terms of this Limited Warranty are any defects which occur as a result of: i. Acts of God. ii. Physical impact. crash or foreign object damage. Improper installation. use, maintenance. storage. modi?cation or alteration by the Customer or its Customer. iv. The Customer?s (or its customer's) operation of the Equipment delivered under this Agreement with any accessory, equipment or part not specifically approved by the Harris unless the Customer furnishes clear and convincing evidence that such accessory, equipment, or part was not a cause of the defect v. Normal wear and tear. (T he Customer recognizes that certain parts have a limited service life and will wear out through normal use}. vi. Equipment or Software subtracted to misuse. detrimental exposure or negligence. WINS Page 3 at 7 HARRIS GOVERNMENT COMMUNICATIONS SYSTEMS TERMS AND CONDITIONS OF SALE FOR DOMESTIC WIRELESS EQUIPMENT, SOFTWARE, AND SERVICES b. Harris is not responsible under this provision for defects with respect to items not provided by Harris or its subcontractors. . For purposes of Harris' warranties for Equipment and Software media, a ?defect? is de?ned as a faiture of any unit or component manufactured or supplied by Harris that is not attributable to unauthorized modi?cation or alteration, misuse or took of care in operation, maintenance or handling. Customer?s written notice of the defect must include a description of the defect with detailed information reasonebiy suf?cient for Harris to identify the defect and determine its probable cause. Components or parts that Customer claims to be defective must be avaiiabia to Harris for inspection and testing. Customer may not return defective Equipment. components or parts without ?rst obtaining an RIM and instructions from Harris. Customer is solely responsibie for us. Customs and Border Protection clearance or permissions for all replacement parts. .CLAIMS UNDER ANY OF THE FOREGOING WARRANTIES ARE WAIVED UNLESS MACE WITHIN THE EQUIPMENT WARRANTY PERIOD IN THE CASE OF EQUIPMENT, OR WITHIN THE SOFTWARE WARRANTY PERIOD IN THE CASE OF SOFTWARE. NO PERSON IS AUTHORIZED TO GIVE ANY OTHER WARRANTIES OR TO ASSUME ANY OTHER LIABILITIES ON BEHALF, UNLESS MADE OR ASSUMED IN WRITING BY A DULY AUTHORIZED REPRESENTATIVE OF HARRIS. LIABILITY FOR BREACH OF ANY OR ALI. WARRANTIES FOR EQUIPMENT, SOFTWARE, SERVICES AND LICENSEO HARRIS PROGRAMS IS EXPRESSLY LIMITED TO THE REPAIR, REPLACEMENT. OR REFUND OF THE PURCHASE PRICE OF SUCH DEFECTIVE EQUIPMENT OR SOFTWARE, LESS A REASONABLE CHARGE FOR USE. IN NO EVENT WILL HARRIS OR ITS LICENSORS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES BY REASON OF ANY BREACH OF WARRANTY OR DEFECT IN MATERIALS OR WORKMANSHIP. HARRIS WILL NOT BE REQUIRED TO REPAIR, REPLACE, OR REFUND THE PURCHASE PRICE OF EQUIPMENT OR SOFTWARE WHICH HAVE BEEN SUBJECTEO TO NEGLECT, ACCIDENT, OR IMPROPER USE. OR WHICH HAVE BEEN ALTEREO OTHER THAN BY AUTHORIZED HARRIS PERSONNEL. . THIS WARRANTY CONSTITUTES SOLE AND EXCLUSIVE LIABILITY HEREUNDER AND SOLE AND EXCLUSIVE REMEOY FOR DEFECTIVE OR NON-CONFORMING EQUIPMENT, SERVICES, AND SOFTWARE. THE FOREGOING WARRANTIES ARE IN LIEU OF ALI. OTHER WARRANTIES AS TO TITLE), WHETHER ORAL OR WRITTEN, EXPRESS OR IMPLIED. OR STATUTORY. INCLUDING. BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY, ANY IMPLIED WARRANTY OR CONDITION OF FITNESS FOR A PARTICULAR PURPOSE, OR ANY WARRANTY OR CONDITION ARISING OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, OR CUSTOM OR USAGE OF TRADE. CUSTOMER AGREES THAT NO CIRCUMSTANCE CAUSING CUSTOMER EXCLUSIVE AND LIMITED REMEDIES TO FAIL IN THEIR ESSENTIAL PURPOSE WILL INCREASE OR EXTEND ANY HARRIS WARRANTY. Harris WPG May 20% 12. Repairs. To repair any Wireless products Equipment after the 12-month warranty has expired, Customer may cal: 1-800-358-5297 to obtain an RMA number and a quote for the estimated cost for repair. a. Repair Policy. To effect a repair on a Wireless Product. the Equipment and/or Software should be returned to the Harris' factory with a written description of the failure mode. Out-of?warranty repairs apply to any Equipment andlor Software whose standard 12-month warranty has expired, no Maintenance Agreement has been purchased and paid for. andior any Equipment and/or Software damaged in a manner not covered by the standard warranty, including any defects which occur as Identi?ed under its above. Equipment andlor Software should not be returned to the Han?is? factory without an RMA. Catt 1? 800-358-529? to obtain an RMA number. n. Support Poticy. Harris provides free help desk support throughout the warranty period and Maintenance Agreement of purchased Equipment andlor Software. Technical support is avallabte Monday through Friday. during normal business hours (Eastern Time) excluding holidays, via the help desk support center at 1-800-358- 5297. 13. Software License. a. Subject to full payment of the Purchase Price by Customer, Harris grants to Customer a nontransterabie (except as expressly provided herein). nonexclusive Iicense to use the Software (software, ?rmware, and documentation) in connection with use of the Equipment purchased hereunder. The Software furnished with the Equipment will be of the tatest generation availabte at the time of shipment of the Equipment. Harris is under no obiigation to suppiy updates to the Software except where expressiy agreed to by the parties in writing. in. This Iicense is limited to obiect code programs and related documentation only and does not apply to any of the corresponding some code or program tistings. c. Customer acknowledges that Harris (or its itcensor) has valuable property rights in the Software. and the Software will continue to be the sole and exclusive properly of Harris or its licensor. Customer will obtain no title or rights to the Software. All rights in patents, copyrights and trade secrets in relation to the Software will continue to be vested in Harris or its Iicensor. d. Customer will keep the Software confidential by affording access to the Software only to those of its empioyees. agents, or consultants having a need to know and having such individuals agree in writing to the obligations contained herein. In addition, Customer will employ its best efforts to prevent any unauthorized use, copying, publishing. reproducing. or disclosing of the Software and treat the Software with the same care as Its own con?dentiai information. o. The Software may be used only in conjunction with the Equipment purchased hereunder. Customer may not rent. lease. transfer, network, display. or distribute the Software, nor may Customer reverse engineer, disassemble. decompiis, modify. alter. translate, or adopt the Software or create any derivative thereof, except where expressly agreed to by the parties in writing gamers HARRIS GOVERNMENT COMMUNICATIONS SYSTEMS Page 4 of 7 TERMS AND CONDITIONS OF SALE FOR DOMESTIC WIRELESS EQUIPMENT, SOFTWARE. AND SERVICES f. Customer acknowledges that a violation of this Agreement would cause irreparable injury to Harris or its licensor, and that Harris or its licensor will be entitled. in addition to any other rights and remedies it may have. at law or in equity, to an injunction enjoining and restraining Customer from doing or continuing to do any such act and any other violations or threatened violations of this Agreement. Furthermore, Customer agrees that if Harris or its lioensor should waive any breach of any provision of this Agreement. it will not thereby be deemed to have waived any preceding or succeeding breach of the same or any other provision of this Agreement. if Customer sells or othemise disposes of Customer-owned media on which any Software is fixed, such media must be erased before any sale or disposal. to. Availability Blecontlnueditast Time Buy. Harris makes no representation about the continued availability of the Equipment and Software. Harris reserves the right, in its sole discretion, with or without notice, without incurring any liability to Customer or otherwise whether in contract or tort. to discontinue manufacturing or selling any Equipment and Software at any time or from time to time. Harris may within its sole discretion provide Customer with an opportunity to purchase such quantities of the Equipment or Software as Customer estimates it may need (?last time buy?) within 30 days of Customer?s receipt of notice from Harris. Customer?s last time buy rights are limited to products available in Harris? inventory at the time of Customers request. Harris will provide warranty services and make spare parts available to Customer for a period of one (1) year after notice by Harris to Customer that the Equipment has been discontinued or for a period of 90 days after notice to Customer that the Software has been discontinued. 15. Intellectual Property indemnification. a. In the event any Equipment to be furnished under this Agreement is not to be made in accordance with drawings, samples or manufacturing speci?cations designated by Customer, but rather is the design of Harris, Harris agrees that it will. at its own expense and at its option, detond or settle any claim, suit, or proceeding brought against Customer or any customer of Customer, based on an allegation that the Equipment tumlshod under this Agreement constitutes a direct or a contributory infringement of any claim of any United States patent, mask work, copyright or any other intellectual property right. This obligation will be effective only if Customer will have made all payments then due and if Harris is noti?ed of said allegation in writing and given authority, information, and assistance for the settlement or defense of said claim, suit, or proceeding. Harris will pay all damages and costs assessed in such suit or proceedings. in the event of a ?nal adjudication by a court of competent jurisdiction that the Equipment or any part thereof infringes or violates any third party intellectual property right or it the use or sale thereof is enjoined. or if the provisions of any negotiated settlement Agreement prohibit the use of the product, Harris will at Its sole option and its own expense, either i. Procure for Customer the right to continue using the Equipment: ii. Replace it with a substantially equivalent non-infringing equipment; lli. Modify it so it becomes non-infringing but substantially equivalent: or iv. if none of the above is reasonably available. terminate the Customer?s right to use the Equipment and return to the Customer a prorata portion of the price originally paid by Customer to Harris represented by the remaining useful lite of the Equipment as a percentage of the total useful life Harris WPG May 2013 b. The foregoing indemnity does not apply to the following: i. infringement by a combination of Equipment furnished under this Agreement with other equipment not furnished hereunder unless Harris is a contributory infringer; ll. infringement resulting from changes or modi?cations made to or from the Equipment by the Customer; ill. Any settlements of a claim. suit. or proceeding made without Harris' written consent; and iv. Any Equipment to be furnished under this Agreement which is to be delivered to the United States Government. c. The foregoing states the entire liability of Harris with respect to infringement or violation of third party intellectual property rights in connection with Equipment furnished under this Agreement. d. in the event any Equipment to be furnished under this Agreement is to be made in accordance with drawings, samples or manufacturing speci?cations designated by Customer and is not the design of Harris, Customer will. to the fullest extent permitted by law. defend and hold Harris harmless to the same extent and subject to the same requirements as set forth in and above. Should the Customer be the United States Government, the Customer agrees to incorporate FAR 52.227-1, Authorization and Consent, in any Purchase Order or Contract. 16. Technical Data and inventions. a. Unless speci?cally agreed to by Harris and expressly identified and priced In the Agreement as a separate item or items to be delivered by Harris, the sale of Equipment. Software and Services under the Agreement confers on Customer no right in, license under, access to, or entitlement of any kind to any of Harris? technical data including, but not limited to design. process technology. software and drawings. or to any of Harris? inventions (whether or not patentable), Irrespective of whether any such technical data or invention or any portion thereof arose out of work performed under or in connection with the Agreement. and irrespective of whether Customer has paid or is obligated to pay Harris for any part of the design or development of the Equipment, Software or Services. 13. Harris will not be obliged to saieguard or hold con?dential any data whether technical or otherwise. furnished by Customer for Harris' performance of the Agreement unless {and only to the extent that) Customer and Harris have entered into a separate written con?dentiality agreement c. Customer will not violate Hards? copyright of documents or Software or disclose Harris? con?dential or proprietary data to others without Harris? written permission. d. All lnventlons are and shall at all times remain Harris's con?dential or proprietary information. All rights. title and interest in and to the Inventions. including all intellectual property rights. remain vested in Harris. its suppliers or licensors, subject only to the license grant below. ?Inventions? shall mean and include all ideas. concepts. knowhow. techniques. inventions, discoveries, improvements, specifications. designs. methods. devices. systems, reports, studies, computer software (in object or SETTLEMENTS I JUDGMENTS OF LAWSUITS minus HARRIS GOVERNMENT COMMUNICATIONS SYSTEMS Page Sol 7 TERMS OF SALE FOR WIRELESS EQUIPMENT, SOFTWARE, AND SERVICES source code). programming and other documentation. flow charts. diagrams and all other information or tangible material of any nature whatsoever (in any medium and in any stage of development or completion) included in or resulting from the work contemplated hereunder. that are conceived. designed, practiced. prepared. produced or developed by Harris or any of its personnel during the course of performance of any Work. 17. Excusablo Delay. a. Harris will be excused from performance under the Agreement and will not be liable to Customer for delay in performance attributable. in whole or in part. to any cause beyond its reasonable control, including, but not limited to, actions or inactions of government whether in its sovereign or contractual capacity. judicial action. war. civil disturbance. insurrection. sabotage, act of public enemy or terrorism. labor dif?culties, failure or delay in delivery by Hards' suppliers or subcontractors. transportation dif?culties. shortage of energy. materials, labor or equipment, accident. lire. flood. storm or other act of nature. Customer's fault or negligence or where compliance with any applicable environmental law or regulation by Harris is not reasonably technologically or economically feasible. or would otherwise require Harris to change its manufacturing process. b. in the event of an excusable delay, Harris will make commercially reasonable efforts to notify Customer of the nature and extent of such delay and (1) Harris will be entitled to a schedule an extension on at least a day-for?day basis. and (2) if the delay is caused by Customer?s fault or negligence. Harris will be entitled to an equitable adjustment in price under the Agreement. 18. Termination. Either party may terminate this Agreement if the other party defaults in a material respect under this Agreement and fails to cure such default within thirty (30) days after receiving written notice from the other party of such default. if l-iarris terminates this Agreement based on the Customer?s breach. than Harris will be entitled to damages, including any lost profits Harris would have realized. had Harris been permitted to perform in accordance with the Agreement. Customer also will be liable for all costs to Harris resulting from l-larris? attempt to enforce its rights hereunder. including. but not limited to collection agency fees. attorney fees, court costs. etc. 19. Export and Rea-Export Restrictions. a. Customer acknowledges that the Equipment and Software sold or licensed to it by Harris under this Agreement may be subiect to export controls under the laws of the United States or Canada. Customer will not export or re-export the Equipment or Software. technology, or products manufactured from the technology that are the subject of the Agreement in violation of the export control laws of the United States or Canada. Customer will. to the fullest extent permitted by applicable law defend and hold Harris harmless from and against any loss. damage. or liability arising out of Customer?s failure to comply with this Section 19. The Customer will supply to the Harris on a timely basis all necessary information and documentation requested by Harris in order to permit the Harris to export the Equipment. Software andlor Services with respect to any Purchase Order issued by the Customer hereunder. in accordance with the terms of this Agreement. Harris WPG May 2013 b. To the extent any technical data is exchanged between the parties. the receiving party represents and warrants that no technical data furnished to it by the disclosing party shall be disclosed to any foreign nation. firm. or country. including foreign nationals. employed by or associated with the receiving party. nor shall any technical data be exported from the United States without ?rst complying with at requirements of the international Traf?c in Arms Regulations (ITAR) or the Export Administration Regulations (EAR). including the requirement for obtaining any export license if applicable. The receiving party shall ?rst obtain the written consent of the disclosing party prior to submitting any request for authority to export any such technical data. The receiving party will, to the fullest extent permitted by applicable law defend and hold the disclosing party harmless for all claims. demands, damages. costs. ?nes. penalties. attorney?s fees. and all other expenses arising from failure of the receiving party to comply with this Section to or with the and EAR. c. Harris will not provide. or be responsible for obtaining any U.S. Government export liconsoslapprovals to provide any technical information. data or technical services to Customer or Customer's representatives. consultants or agents who are ?foreign persons" as defined in the l'fAR. Customer has the sole responsibility for obtaining necessary U.S. Government export licenseslapprovals for any transfer of Equipment. Software or Services to Customer hereunder to Customer?s representatives, consultants or agents who are such ?foreign persons." Further. Harris will not be responsible for late delivery. delay or nonperformance under this Agreement due to the US. Government's delay or denial of any license that is Customers responsibility to obtain. 20. Compliance with Waste Recycling Laws. Customer acknowledges and agrees that the supply of the Equipment by Harris to the Customer. and the resale or re-supply of the Equipment by the Customer. may give rise to obligations for Harris and the Customer under applicable environmental laws or regulations as de?ned herein. The Customer will be responsible for the collection. recycling, reuse and disposal of the Equipment in compliance with such Environmental Laws. ?Environmental Laws" means any law or regulation in any jurisdiction worldwide applicable to the Agreement and includes but it is not limited to the recycling or treatment of waste equipment including the laws implementing the Directive as defined hereinafter. Directive? means the European Union Directive on Waste Electrical Equipment and will include any and all national laws and regulations. whether civil. criminal, administrative, In any lurisoiction giving effect to that meaning including. but limited to. statutes and subordinate legislation, ordinances permits, common law. local laws, judgments. and any notices, orders, directions. instructions or decisions of any competent authority. Harris may arrange for ssh/ices, paid for by Customer, to recycle or dispose of Harris manufactured products in compliance with the Environmental Laws. The Customer will to the fullest extent permitted by applicable law defend and hold Harris boneless against all expenses. costs. claims. liabilities or damage of any nature incurred by any of them relating to the collection. recycling. reuse and disposal of any Equipment or otherwise arising in connection with their respective obligations under the Environmental Laws. or by reason of any failure or alleged failure by the Customer to comply with its obligations under the Environmental Laws. The Customer will provide Harris Page 6 of 7 HARRIS GOVERNMENT SYSTEMS TERMS AND OF SALE FOR DOMESTIC WIRELESS EQUTPMENT, SOFTWARE, AND SERVICES with such compliance plans or other documents and information that Harris may reasonabiy request to enable Harris and its affiliates to verify and prove to any enforcement agency the compliance by the Customer and Harris of their respective obligations under this Section andior the Environmental Laws. 21. Limitation of Liability. NOT WETHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, UNDER NO CIRCUMSTANCES WILL HARRES BE LIABLE FOR (A) ANY SPECIAL, INDERECT. ENCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES REGARDLESS OF THE CAUSE. EVEN IF SUCH DAMAGES ARE FORESEEABLE, OR (B) LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR LOSS OF USE EVEN IF HARRIS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS APPLY TO ANY CLAIM OR CAUSE OF ACTION WHETHER IN CONTRACT OR TORT NEGLIGENCE, STRICT LIABILITY OR BREACH OF WARRANTY). IN NO EVENT WILL TO CUSTOMER OR ANY PARTY CLAIMING THROUGH CUSTOMER EXCEED THE ACTUAL PURCHASE PRECE PAID BY CUSTOMER FOR ANY EQUIPMENT, SOFTWARE OR SERVICES SUPPLIED HEREUNDER. SECTION WILL SURVIVE THE TERM OR EXPFRATION OF THIS AGREEMENT. CUSTOMER AGREES, TO THE FULLEST EXTENT PERMIITED BY LAW, TO HOLD HARMLESS HARRIS AGAINST ALL LOSS OR FROM BY CUSTOMER OR A THERE) PARTY OUT OF OR RELATING TO OPERATION. OR USE OF THE EQUIPMENT OR SOFTWARE. 22. Applicable Law, Venue. and Jurisdiction. The Agreement. and any disputes related thereto. will be governed by and interpreted in accordance with the laws of the State of Florida, USA, without regard to conflict of law principies. The parties speci?cally exclude the application of the United Nations? Convention on Contracts for the international Sale of Goods to the Agreement. to the contractual relationship created under the Agreement, and to the construction, validity, enforcement, and interpretation of the Agreement. The parties agree that the exciusive venue for any action arising out of or related to the Agreement will be in the courts with the appropriate jurisdiction iocated in Bravard County, Florida. and each party irrevocabty submits to the jurisdiction of each such court in any such action and waives any objection it may now or hereafter have to venue or personal jurisdiction in each such court. The prevailing party in any action related to the dispute or interpretation of the Agreement will be entitled to recover its reasonable attorneys fees incurred in pursuing the action, including those fees incurred throughout all bankruptcy and appeilate proceedings. 23. Jury Waiver. Customer and Harris further agree, to the extent permitted by iaw, to waive alt rights to a triat by jury of any action relating to the dispute or interpretation of the agreement. whether sounding in contract. tort. or otherwise. The parties speci?cally acknowledge that this waiver is made knowingly and votuntarily after an adequate opportunity to negotiate its terms and that such waiver is material consideration for the sale and purchase contempiated hereby. 24. Assumption of Risk. Each party hereto acknowledges the risks of its undertakings hereunder. the uncertainty of the bene?ts and obligations hereunder, and its assumption of such risks and uncertainty. Each party has conducted its own due ditigence and requested and reviewed any contracts, business plans, ?nancial documents and other written materiai as in such party?s opinion wiil be the basis of that party?s decision to enter into the Agreement. Harris WPG May 2013 25. Reliance on Counsel and Other Advisers. Each party has consulted such legal, ?nancial, technical or other experts it deems necessary or desirable before entering into the Agreement. Each party represents and warrants that it has read. knows. understands and agrees with the terms of the Agreement. and the Agreement wilt not be construed against either party as the draiter. 26. Compliance with Appiicable Laws. Customer warrants that Customer will comply with any and all applicable US. federal. state and local laws, and wit! operate in good faith to comply with other laws and regulations and industry best practices, appticabie to such party?s performance hereunder, and wilt act to correct any noncompliance once identi?ed. 27. General Provisions. a. . Orders Publicity. Neither party will. without the prior written consent of the other party: issue any news release. public announcement, denial or con?rmation of this Agreement or its subject matter: or in any manner advertise or publish the fact of this Agreement. . Disputes. The parties will to the futlest extent practical resotve disputes through collaborative procedures. To that and, any and all disputes between the parties will be quickly addressed to prevent such disputes from causing contractual or performance problems. . Assignment. Customer will not assign any of its rights under this Agreement. voluntarily or involuntarity, whether by merger, consolidation, dissolution. operation of law or any other manner. Any purported assignment of rights in violation of this Section is nuli and void. . Enforceability. If any provision of this Agreement is held invatid, iliegai or unenforceable, the validity. legality or enforceability of the remaining provisions will, to the extent of such invaiidity, illegality, or unenforceability, be severed, but without in any way affecting the remainder of such provision or any other provision contained herein, all of which will continue in fuli force and effect. . No Waiver. Waiver or failure by Harris to enforce any of the terms or conditions hereunder or the detay in exercise of any of its remedies or any terms or condition herein. wiil not be a future waiver of any such right, or be a waiver of any other term, condition or remedy contained herein. . Headings. Headings in this Agreement are provided for convenience only and do not affect this Agreements construction or interpretation. issued under Government Prime or Subcontracts. in the event this Agreement rotates to a U.S. federal government prime contract or subcontract. nothing contained in this Agreement wil! be construed to authorize the waiver of any provision of law as prescribed in Federal Acquisition Reguiation (FAR) Part 12, or terms as set forth in the current version of FAR 52.244?6, Subcontracts tor Commerciai Items, if applicabte. WRIS h. m: 7 Notices. Ail notices must be in writing and will be effective when received by (1) personal delivery. (2) registered. certi?ed, or nationaily recognized overnight mail. proof of receipt requested, and (3) facsimile, it con?rmed within three (3) business days by one of the other methods herein. at the addresses or facsimile numbers indicated or to such other addresses or facsimile numbers as the parties may specify by giving notice pursuant heroic. A copy of ail notices must be sent to Harris Corporation. PO Box 37, Mail Stop: R?litA. Melbourne. Ft. 32902, Attention: Contracts Manager, or email to wgtherris.ng. . English Language. The parties con?rm that it is their wish that this Agreement, as wait as any other documents relating hereto including notices. have been and will be drawn up in English only. . GSA. All purchase orders issued under the General Services Administration (GSA) Schedule are subject to the GSA Terms and Conditions which will supersede ail other terms and conditions provided. .Survivability. The foilowing provisions shall survive the completion or termination of this Agreement: Section 2 (Restricted Use), Section 11 (Limited Warranty). Section 13 (Software License). Section 15 (Intellectual Property indemni?cation), Section 19 (Export and Pie-export Restrictions). Section 21 (Limitation of Liability). Section 22 (Applicable Law, Venue and Jurisdiction), Section 23 (Jury Waiver), and Section 27 (Genera! Provisions}. 28. Entire Agreement. The Agreement supersedes all previous prcposals, negotiations. conversations, and understandings, whether oral or written, and constitutes the soio and entire agreement between the parties pertaining to the subject matter hereof. No modi?cation or deletion of. or addition to these terms. will be binding unless made in writing and signed by duly authorized representatives of both parties. Harris 698 Signature Name Title Date Harris WPG May 2013 GOVERNMENT SYSTEMS TERMS AND OF SALE FOR DOMESTIC WIRELESS EQUIPMENT, SOFTWARE, AND SERVICES Customer Page 7 or 7 Signoturo Name Titie Date Harris Corporation Government Communications Systems Division Wireless Products Group Maintenance Agreement Terms and Conditions Effective Date: February 15, 2011 This is a Maintenance Agreement between Harris Corporation, acting through is Government Communications Systems Division, (?Harris?) and the Buyer or User of the Equipment (collectively, the "Buyer"). Harris and the Buyer agree as follows: 1. De?nitions. in addition to the terms de?ned in the Agreement, capitalized terms used herein have the following meanings: 3. ?Agreement" means the instrument of contracting; such as a Purchase Order, or other such designation which these terms and conditions of sets for Wireless Equipment, Software and Services are incorporated. b. ?Buyer? means the purchaser of the Equipment, Software. or Services from Harris. c. "Date of Acceptance? means the date when the Customer receives an item of Equipment, Software and/or Services unless Customer otherwise noti?es Harris in writing that the Equipment, Software and/or Services was delivered in a defective condition. d. ?Equipment? means any Harris Wireless Products Group hardware and accessories, including components, but excluding any Software or Services. a. ?Harris.? means Harris Corporation. acting through its Government Communications Systems Division, Wireless Products Group. f. ?Purchase Order? means the Customer?s purchase order as acknowledged by Harris on its standard acknowiedgernent form. g. ?Purchase Price" means the purchase price as identi?ed in the Purchase Order. it. ?Quote" means the price quotation of Harris itemizing the purchase price and includes all exhibits referred to within such Quote, including but not limited to the technical proposal, technicai speci?cations, scope of work, scheduie, the Agreement and any maintenance agreement speci?cally included in the purchase price. i. ?Services" means training. maintenance support, or other services to be provided to Customer as part of the Agreement. j. ?Software? means software and ?rmware, including ail copies provided to Customer. k. ?User" means the actual end?user of the Equipment if such person or entity is not the same as the Buyer. 2. Standard Limited 12?Month Maintenance Agreement. a. Scope. This Maintenance Agreement applies to all Harris Equipment purchased under the Agreement and used for the purposes normally intended, except for Equipment specifically excluded. This Maintenance Agreements also includes: . Customer Telephone Support (8 am 6 pm ET). . Warranty on hardware. . Noti?cation of and free access to software upgrades as released. in. Term. This Maintenance Agreement is valid for one (1) year from the date of Equipment purchase. Effective Feb 2011 Harris Corporation Government Communications Systems Division Wireless Products Group c. Repair or Replacement. Harris will, at its option, repair or replace the detective Equipmentor defective part of the Equipment without charge to the Buyer. Buyer must notify Harris in writing of any defect within ten (10) days from the date of Buyer?s discovery of the detect. it Harris confirms that a defect exists and Harris is unable to resolve the problem without having the Equipment shipped to Harris, then Harris will, at its option and its cost. repair or replace the defective Equipment or defective part and return the Equipment to the Buyer, provided however, that the repair or replacement is due to a cause covered under this Maintenance Agreement. The foregoing is the sole and exclusive remedy under this Maintenance Agreement. 3. items Excluded from this Maintenance Agreement. The following are not covered under this Maintenance Agreement: a. Defects or failures caused by Buyer or User abuse or misuse of the Equipment. b. Defects or failures caused by unauthorized attempts to repair or alter the Equipment in any way. c. items of temporary andlor inherently indeterminate life, such as bulbs, fuses, batteries, etc. 4. Maintenance Agreement Service Warranty. a. Any repair service performed by Harris under this Agreement is warranted to be free from defects in material or workmanship for sirdy (50) days from the date of repair or the remaining term of this Agreement, whichever is longer. All terms and exclusions of this Maintenance Agreement apply to such warranty. b. HARRIS MAKES NO OTHER AGREEMENTS BEYOND THE EXPRESS AGREEMENT AS CONTAINED HEREEN. ALL EXPRESS OR IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE OR MERCHANTABILITY ARE EXCLUDED. iN NO EVENT SHALL HARRIS BE LIABLE FOR ANY ENDIRECT, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES, ARISING FROM OR RELATING TO THE PERFORMANCE OR NONPERFORMANCE OF THIS MAINTENANCE AGREEMENT OR ANY ACTS OR OMISSIONS RELATED TO THE USE OF ANY EQUIPMENT DELIVERED OR SERVICES FURNISHED HEREUNDER, INCLUDING, BUT NOT LIMITED TO, LOSS OF REVENUE, LOSS OF PROFETS, OR LOSS OF BENEFICIAL USE, EVEN iF HARRIS HAS BEEN ADVISED OF THE OF SUCH DAMAGES. THIS LIMITATION SHALL APPLY TO ANY CLAIM OR CAUSE OF ACTION WHETHER IN CONTRACT OR TORT (INCLUDING NEGLIGENCE, STRICT LIABILITY OR BREACH OF WARRANTY). 5. Extended Annual Maintenance Agreement. Upon expiration of the Standard Limited 12-Month Maintenance Agreement as described in Paragraph 2, an Extended Annual Maintenance Agreement may be purchased for the Equipment. Pricing for annual maintenance is available by quote upon written request. Extended Annual Maintenance Agreements wiil be referenced to the top level serial number of the Equipment for which the original Maintenance Agreement was purchased. Software protocols and peripheral controllers also will be covered under the Extended Annual Maintenance Agreement. However, if an additional software protocol is purchased after the initial purchase of Equipment, the Maintenance Agreement will be extended for one (1) year at no additional cost to the Buyer from the purchase date of the additional protocol. 6. Payment Terms. Domestic Purchase Orders for Maintenance Agreements require full payment of the Purchase Price prior to the start of the term of the Maintenance Agreement and of Harris' obligation to perform. 7. Restricted Use. The Equipment covered under this Maintenance Agreement is a restricted use item and can only he sold to authorized US. government agencies, or other authorized users, pursuant to 2 Effective Feb 2011 ?10. ii. 12. Harris Corporation Government Communications Systems Division Wiretess Products Group 18 U.S.C. 2510 et seq. Use of Equipment is strictly governed by applicable tederai, state and iocai iaw associated with the intercept and monitoring of orai communications. Harris assumes no liability for any use. misuse or improper use of the Equipment and makes no representations as to Equipment suitability for any specific application. Buyer?s right to transfer, sell or assign the Equipment shait be limited to authorized law enforcement and government agencies with the prior written consent of Harris. Compliance with Laws. Buyer shail compiy with all applicable federat, state and iocai iaws, reputations, ruies and orders rotated to the use of the Equipment. Export License and Transfer Approvais. Buyer represents and warrants that no technical data furnished related to the Equipment shall be disclosed to any foreign nation, person, ?rm, or country, nor shalt any technicei data be exported from the United States without ?rst compiying with ail requirements of the internationai Traf?c in Arms Regulations or the Export Administration Reguiations (EAR), including the requirement for obtaining any export license if appiicable. Buyer shall ?rst obtain the written consent of Harris prior to submitting any request for authority to export any such technical data. if Buyer receives export controlled information and improperly discloses such information provided Harris property identi?ed the information as expert controiled at the time of Buyer?s receipt, Buyer shall to the fuiiest extent permitted by law indemnify and hold Harris harmless from ail claims, demands, damages, costs, ?nes, penaities, attorney?s fees, and all other expenses arising from failure of the Buyer to compiy with this clause or with the or EAR, and from any third party claims or noncompliance by Buyer, its agents or empioyees. Pricing. The Equipment is being sold in accordance with the current price iist puhiished by Harris. Prices and the terms and conditions of sale are subject to change without notice. License. By acceptance of deiivery ancilor use of the Equipment, the Buyer grants Harris a nonexciusive, nontransferabie, worldwide, paid?up license to use the Software and documentation only on the designated Equipment and in conjunction with the Agreement and with Harris' customary business operations. Buyer shall not copy the Software and ali Software, manuals and associated documentation remain the property of the Harris or of the Software developer or iicensor. No transfer of ownership or rights in technicai data, patents, copyrights or trade secrets are expressed or implied. Rights to Inventions. Ail inventions are and shaii at times remain Harris? Confidentiat Information. All rights, titie and interest in and to the inventions, including all intellectual property rights, remain vested in Harris, its suppliers or licensors, subject only to the iicense grant below. For purposes hereof, ?inventions" shaii mean and include ail ideas, concepts, know-how, techniques, inventions, discoveries, improvements, speci?cations, designs, methods, devices, systems, reports, studies, computer software (in object or source code), programming and other documentation, flow charts. diagrams and all other information or tangible material of any nature whatsoever (in any medium and in any stage of development or completion) included in or resulting from the Equipment, that are conceived, designed, practiced, prepared, produced or deveioped by Harris or any of its personnei during the course of Buyer's use of the Equipment. Effective Feb 2011 Las Vegas Metropolitan Police Department Purchasing and Contracts 400 S. Martin L. King BIvd. Bldg. 8 4th floor Lae Vegas, NV 89106 Phone:(702) 828?5788 Fax:(702) 828-0146 Tax ID No. 8845000028 Blanket Purchase Order 4300024340508 Page Iofz Order Date 07/01/2015 7 Vendor Address Last change date 08/12/2015 Vendor Numberr508766 payment Terms Net 30 Days HARRIS CORP-WIRELESS PROD GRP Buyer Sharon Haw PO BOX 0800 M18 MELBOURNE FL 32802-9800 Phone 702-828-3673 Fax: 703-828-1525 lnco Terms DESTINATION - FREIGHT PREPAID . Inco Terms(Part 2) 3mm Address LAS VEGAS METROPOLITAN POLICE DEPT Validity Period 07/01/2035?06/30/2016 BUDGET ACCOUNTING Reference Number 0601214-08 400 MARTIN KING BLVD BLDG 8 4th FLR Confirmation By LAS VEGAS NV 39106 Contact Person ANDREA Phone Number 702-828?4455 ?emery Address LAS VEGAS METROPOLITAN POLICE DEPT LOGISTICS BUREAU 3141 SUNRISE AVE LAS VEGAS NV 8910?! AU 03/08/13 (REVISED), GEE WUIZM-Mteases based on budget approprIatIons. in accordance with the Terms Conditions of CBE #601214-08 (332.1152), approved 07/17/08 FIN Agreement No: 4660000297 item Material/Description Quanti UOM Unit Price Net/Amount 10 MAINTENANCEAGREEMENT - In accordance with the Terms Conditions of CBE #601214~08 approved 07/17/08 FIN and revised 8/2014 Term 7/1/2015 through 6/30/16 Line 10: Communications Annual Maintenance per described on Quote- revised 6/18/2015 Please contact Lt. Mizueaki at -with any questions regarding this PC. Item completely delivered Total 46,200.00 Las Vegas Metropolitan Poiice Department Purchasing and Contracts 400 S. Martin L. King Blvd. 3369. 4th floor Las Vegas, NV 89106 Phone:(792) 828-5?88 Fax:(702) 828-0146 Tax ID No. 88~6000028 . .. ed Blanket Purchase Order 4300024340608 Page 2 of2 T0 VENDQR: EMS Purchase Order is subject to the Terms and Conditions incorporated herein by this reference. A complete copy of the Terms and Conditions is vailable on the Las Vegas Metropolitan Police Department?s website, encourages the economic rosperity of all disadvantaged groups in the business community, and promotes full and open competition in eli purchasing activities. if you have question concerning how to prepare a bid. information that is available to you or you would iike to discuss business opportunities within please contact us at telephone number (702) 828-5788. Note: Invoices must be submitted with the appropriate Purchase Order number referenced. SIGNATURE DATE: 08/12/2015 Sharon Heuht PHONE 702-828-3673 Harris Proprietary HARRIS CORPORATION Po. BOX 9800. IWS MELBOURNE. FL 32902-9800 a I0 l1 PH: 800-358?5297. FAX: 321~309-7437 Bill To: Ship To: Las Vegas Metro Police Las Vegas Metro PoIIce Want James Mizusekil Las Vegas NV 89101 Las Vegas NV 89101 DISCLOSURE OF THIS DOCUMENT AND THE INFORMATION IT CONTAINS ARE STRICTLY PROHIBITED BY FEDERAL LAW U50.) THIS DOCUMENT CONTAINS HARRIS TRADE SECRET AND CONFIDENTIAL BUSINESS OR FINANCIAL INFORMATION EXEMPT FROM DISCLOSURE UNDER THE FREEDOM OFINFORMATION ACT DOCUMENT MAY CONTAIN TECHNICAL DATA ACCORDING IO THE DEPARTMENT OF STATE. INTERNATIONAL TRAFFIC IN ARMS REGULATIONS 22 CFR CHAPTER 1 SUBCHAPTER PARTS 1%?30) AND THE DEPARTMENT OF COMMERCE. ADMINISTRATION REGULATIONS (EAR), 15 CFR PARTS 730 7'l'oTE!) *i .I ATIILNL LI. 9 A i 0 l. BEFORE MAKING OR FERMI ITTING ANY DISCLOSURE OF THIS DOCUMENT OR THE INFORMATION IT CONTAINS. WHETHER IN FULL CRIN PART. HARRIS SHALL BE GIVEN BMELY NOTICE AND THE OPPORTUNITY TO CHALLENGE SUCH DISCLOSURE UNDER APPLICABLE LAW Purchaseaox?err?oe ?ustome?bcr. Ies ?omen .Shr?wn . I Beer WAY Bate Master .. .3 6.341 new: N'iim?grlii?m Jason tam $0.00 Prices are subject to change. Quotes are vaiid 180 days from date of issue. A?aohec: T8805 are applicabfe to an resultant orders. $0.00 Yeariy Maint Agreements provide extended hardware warranty and software upgrades Each Main: Agreement extends them: for an addi?onai year. See Main: Terms for additionaf information 1 M- Mait? EA - 1 Maii- EA 1 Mait- EA - I MaitMair- EA Harris Proprietary HARRIS CORPORATION PO. BOX 9800, MELBOURNE. FL 329020800 PH: 800?350-5297. FAX: 321?309-7437 g: 34 6/18/2015 Fara: 2 Quotation BIN To: Ship To: Las Vegas Metro Poi?ce James Mizusakil Las Vegas NV 89101 Las Vegas Metro Police James Mizusakil Las Vegas NV 89101 DISCLOSURE OF THIS DOCUMENT AND THE INFORMATION IT CONTAINS ARE STRICTLY PROHIBITED BY FEDERAL LAW {18 USO). SECRET AND CONFIDENTIAL BUSINESS OR FINANCIAL INFORMATION EXEMPT FROM DISCLOSURE UNDER TECHNICAL DATA ACCORDING TO THE DEPARTMENT OF STATE. DEPARTMENT OF COMMERCE, EXPORT ADMINISTRATION REGULATIONS (EAR), 15 CFR PARTS 730-774. THI 1;va I - . I 11"" CONTAINS. OR IN PART. HARRIS SHALL BE OIVEN TIMELY BEST WAY Remit To: Efectmnic Funds Transfer (EFT): Harris Corporaticn, GCSD Citibank Defaware GCSD Overnight De?va?as: Harris (3069 - L8 6859 6035 Mail Deposits: Harris GCSO PD. Box 7247 . LB 6759 Philadelphia, PA 1912'0-6759 400 White Clay Center Drive Newark. DE 19711 Phone numBer: 3024814702 Account No: ABA R29 Please reference the InvoIce number with your payment. Harris Tax BEFORE MAKING OR PERMITTING ANY DISCLOSURE OF CIO Citibank De?aware Lockbox Opem?ans THIS DOCUMENT CONTAINS HARRIS TRADE THE FREEDOM OF INFORMATION ACT. THIS DOCUMENT MAY CONTAIN INTERNATIONAL TRAFFIC IN ARMS REGULATIONS (ITARI, 22 CFR CHAPTER I, SUBCHAPTER M. PARTS 123-130) AND THE NANTHIF ANITNIN 8 TO THIS DOCUMENT OR THE INFORMATION IT NOTICE AND THE OPPORTUNITY TO CHALLENGE SUCH DISCLOSURE UNDER APPLICABLE LAW. Net 30 0/0/0000 6 341 EA $46,200.00 Harris Proprietary HARRIS CORPORATION PO. BOX 9800. MS RS-I 1A MELBOURNE. FL 3290259800 Otati PH: 800-358-5297. FAX: 3216093437 To: Las Vega Ja To: Las Vegas Metro Police 3 Metro Police nt nt Las Vegas NV 89101 Las Vegas NV 89101 DISCLOSURE OF THIS DOCUMENTAND THE INFORMATION IT CONTAINS ARE STRICTLY PROHIBITED BY FEDERAL LAW (18 U.S.C.). THIS DOCUMENT CONTAINS HARRIS TRADE SECRET AND CONFIDENTIAL BUSINESS OR FINANCIAL INFORMATION EXEMPT FROM UNDER THE FREEDOM OF INFORMATION ACT. THIS DOCUMENT MAY CONTAIN TECHNICAL DATA ACCORDING TO THE DEPARTMENT OF STATE. INTERNATIONAL TRAFFIC IN ARMS REGULATIONS (ITAR). 22 CPR CHAPTER SUBCHAPTER M. PARTS 123-130) AND THE DEPARTMENT OF COMMERCE. EXPORT ADMINISTRATION REGULATIONS (EAR). 15 CFR 53ARTS 730?774. TH TR INFO MAT BEFORE MAKING OR ANY DISCLOSURE OF THIS DOCUMENT OR THE INFORMATION IT iN PART, HARRIS SHALL BE GIVEN TIMELY NOTICE AND THE OPPORTUNITY TO CHALLENGE SUCH DISCLOSURE UNDER APPLICABLE LAW. ?93 Reifi'S'h?i Home: Ma'steri?ot', Net 30 010/0000 6.341 BM: ;R.Diaicoimf i ?1 Erica Price: 1 $0.00 Prices are subject to change. Quotes are vaild 180 days from date of Issue. Attached T5005 are appficable to all resultant orders. $0.00 Yearly Main: Agreements provide extended hardware warranty and software upgrades. Each Main! Agreement extends maint felt an additional year. See Malnt Terms for additional information. I M- Malt" EA - 1 WI- Mait- EA 1 Mait- EA - 1 M- Mait- EA - 1 Mait- EA M- EA - Harris Proprietary HARRIS CORPORATION P.O. BOX 9800, WE R54 1A MELBOURNE. FL 329020800 PH: 800658?5297, FAX: 321-309?7437 :1 6/9/2015 2 Quotation Bili T0: Ship To: Las Vegas Metro Police 1: Las Vegas NV 89701 Las Vegas Metro Poiice nt Las Vegas NV 89101 DISCLOSURE OF DOCUMENT AND THE SECRET AND CONFIDENTIAL BUSINESS OR DEPARTMENT Oi: COMMERCE. EXPORT ADMINISTRATION REGU LATIONS 15 CFR PARTS 730-774BEST WAY Remit To: Electronic Funds Transfer (EFT): Harris Corporaiion, GCSD Citibank Delaware Phiiadeiphia. PA Account No: ABA Rig No Piease reference the invoice number with your payment. 080 Mail Deposits: Harris GCSD PO. Box 7247 - LB 6759 I?hiiadefphia. PA 19170-6759 6080 Overnight Deliveries: Harris GCSD LB 6359 400 Whiie Clay Center Drive Newark. DE 19711 Phone number: 302-781-1702 Harris Tax 301;! INFORMATION IT CONTAINS ARE STRICTLY PROHIBITED BY FEDERAL. LAW (18 TH INFORMATION EXEMPT FROM DISCLOSURE UNDER THE FREEDOM OF INFORMATION ACT. THIS DOCUMENT MAY CONTAIN TECHNICAL DATA ACCORDING TO THE DEPARTMENT OF STATE. INTERNATIONAL TRAFFIC IN ARMS REGULATIONS Clo Citibank Delaware Lockbox Operations is DOCUMENT CONTAINS HARRIS TRADE ITAR). 22 CFR CHAPTER 1. SUBCHAPTER M. PARTS 123430BEFORE MAKING OR PERMITTING ANY DISCLOSURE OF THIS DOCUMENT OR THE- INFORMATION IT IS SHAIJ. BE GIVEN TIMELY AND THE OPPORTUNITY TO CHALLENGE: SUCH DISCLOSURE UNDER APPLICABLE LAW. Net 30 0/0/0000 6 341 EA $44,700.00 Software License Key Reactivation Addendum to Harris Government Communications Systems [Division Terms and Conditions of Sale for Wireless Equipment, Software and Services Effective Date: February 28, 2811 This Addendum (the ?Addendum") to the Harris Government Communications Systems Division Terms and Conditions of Sale for Wireless Equipment, Software and Services (the ?Agreement") apply to all Orders received from Customer for Equipment and/or Software purchased under the Agreement. in order to maintain the functionality of the Software purchased under the Agreement, as well as to be eligibie for any new Software updates and upgrades, Customer agrees to the following: i. Annuai Software Liganse Key Reactivation. Customer reactivate the Software license key annuaiiy on or before the date of the one (1) year anniversary of the Agreement or, if the one (1) year anniversary date fails on a weekend or a federal holiday, on the first business day thereafter. To reactivate the Software license key, Customer must tog onto the Harris WPG lnternet website at or contact Harris Customer Support at 1-800-358-5297 to obtain a are license key to renew the software for one (1) additional year. Customer acknowledges that timeiy reactivation of the Software license key is solely Customer?s responsibility and Harris wit! not provide advance noti?cation of Customer's annual reactivation deadline. Failure to timeiy and property reactivate the Software license key may affect the operation of the Equipment and/or Software. conveys or otherwise provides the Equipment to a third party without the prior written permission of Harris, then Customer wiil void its software iioense. Page 1 . a ,6 GOVERNMENT COMMUNICATIONS SYSTEMS 9 1m TERMS AND CONDITIONS OF SALE FOR DOMESTIC WIRELESS EQUIPMENT, SOFTWARE, AND SERVICES 1. De?nitions: in addition to the terms de?ned eisewhere, the The Customer warrants that it has legal authority to lawiuliv following terms used herein have the following meanings: employ the Equipment and will do so oniy in such a manner and for such purposes, The Customer aiso warrants that it a. "Agreement" means the instrument of contracting; such as a has obtained the requisite coordination for the acquisition and Purchase Order, or other such designation which these use of the Equipment mm the appropriate Government terms and conditions of sale for Wireless Equipment, agenotes. Hams assumes no tlability for any use, misuse or Software and Services are incorporated. improper use of the Equrprnent and makes no representations b. ?Customer" means the purchaser of Equipment, Software, as to Equipment suitability for any speci?c appiication. or Services from Harris. Customer shalt not transfer, salt or assign the Equipment c. "Date of Acceptance" means the date when the Customer and/or Software without the prior written consent of Harris. receives an item of Equipment. Software and/or Services in The customer Shag "m in ?Mi or cnminai proceeding, use an undamaged or non?defective condition. or provide any information concerning Harris Equipment d. ?Environmental Laws" means any law or regulation in any andi'or Software beyond the evidentiary results. Obtain? jurisdiction woridwide applicable to the Agreement and througntho use Of Equrpment and/or Software ?thou: the inciudes but it is not limited to the recyciing or treatment of pnor written consent 0f Hams. The Customer snail "0an waste equipment including the taws implementing the Harris if. '1 receives a request pursuant to the Freedom Of Directive. information Act (5 U.S.C. section 552) or an equivaient state e. ?Equipment" means any hardware, including components, or i9?! law, the civit or ?mind discovery process, or other but exciu din 9 any Software or Services. iudrcrai, legtsiativo, or administrative process to disciose f_ ?Harris" means Harris Corporation, acting through its information regarding Hams Equrpment and/or Software. Government Communications Systems. 9. ?Maintenance Agreement" means a separate agreement for maintenance of the items procured hereunder; such services are not included in this Agreement. h. ?Purchase Order? means the Customer's purchase order as acknowiedged by Harris on its standard acknowiedgement a. in the event that any of the Equipment or Software purchased under this Agreement is lost or stoien, the Customer shall contact the Harris Heip Desk at i~800~ 358-529? within 3 business days. Customer shall provide the Part Number and Serial Number of the Equipment and/or Software and a summary of facts surrounding the form"Purchase Price? means the purchase price as identi?ed in modem}. Fa?ii?ra to comply W'th requnement may the Purchase Order. resuit in Harris not accepting future orders from the ?Quote" means the price quotation of Harris itemizing the Customer. purchase price and all exhibits referred to within such Quote, including but not iimited to the technical proposal, technical speci?cations, scope of work, schedute, the Agreement and any Maintenance Agreement speci?caliy included in the purchase price. it. ?Services? means, training. maintenance support, or other services to be provided to Customer as part of the Agreement. 1. ?Software? means software and ?rmware, including ail copies provided to Customer. Directive" means the European Union Directive on Waste Electrical Equipment and inciudes any and all national iaws and regulations, whether civil, criminal, administrative, in any jurisdiction giving effect to that meaning including, but limited to, statutes and subordinate tegisiation, ordinances permits, common iaw, iocai laws, judgments, and any notices, orders, directions, instructions or decisions of any competent authority 3. ProposaUQu-ote Vaiidlty. Prices quoted are vaiid for 180 days from the date of Quote. After the expiration of the reooay period, Harris may modify its prices or extend the validity period. 4. Acceptance - Modification of Terms. The Agreement will be deemed accepted by Customer upon the first to occur of Customer's issuance of the Purchase Order; or (ii) Harris' commencement of performance under the Agreement. in either such event any additionai or different terms proposed by Customer are rejected unless expressly approved in writing by Harris. No communication from Customer that in any way differs from or acids to the Agreement, irrespective of whether or not Harris reasonably objects thereto, wiil be binding upon Ham?s unless such different or additional terms are agreed to in writing by both Harris and Customer. 5. Taxes. prices quoted are exclusive of ali applicable sales, use, excise, and other taxes, duties, fees. or charges. . Unless evidence of vaiid tax exempt status andlor resale 2' Wireiess Eourpment and/or Softwaresolg certi?cate is provided by Customer prior to shipment. Harris by Home the Customer with a capabtiity resgr?de shall add and Customer shall pay all such applicable taxes or and othermse controlied under potted States Code Tilie 18'. Use charges levied or imposed to the invoice for the Equipment, of Equspment andior software IS strictly governed by appitcabie Software and/or Services federai, state and lose! law associated with electronic surveiilance. The Customers obligation to protect Equipment. 6. Shipping and Delivery. Untess otherwise stated in the Software and Services information includes, but not limited to, the Agreement, all prices and terms are F.O.B. Destination and names 0f specriic products, prising, technical and performance include freight charges. Harris may ship Equipment in multiple data. The customer shat! not disclose, distribute, or disseminate iots and Customer agrees to accept such multiple shipments any information Customers purchase or use lof?ilarns and pay for each tot in accordance with the payment terms set Equipment to the public in any manner inciuding but not limited to: forth herein. in press releases, in court documents and/or proceedings, internet, or during other public forums or proceedings. 7. Title and Risk of Loss. Title to and risk of toss for Equipment and Software media acid under the Agreement will pass to Customer upon receipt of equipment. Harris May 2013 gums HARRIS GOVERNMENT TERMS WIRELESS EQUIPMENT 8. Payment Terms. a. Payment for an invoice is due within 30 days from the date of the invoice. Late payment wilt accrue interest to the outstanding balance at the lower of 1.5% per month, or (ii) the highest rate allowed by iaw. in. Domestic Purchase Orders (not including Maintenance Agreements) are for shipments of Equipment. Software andlor Services to he delivered or Services to be performed within the continental United States and Canada. Harris will submit an invoice within 30 days of the Date of Acceptance of an individual delivery of Equipment, Software or performance of Services as identi?ed in the Purchase Orders. 9. Annual Maintenance Agreement. Upon expiration of the warranty period, Customer may execute a separate maintenance agreement with Harris for Equipment and/or Software. Such maintenance agreements are availabie for a percentage of the origins: Purchase Prices of the Equipment andlor Software. Annual maintenance agreements include: a. Customer telephone support during normal business hours, excluding holidays (Monday through Friday, Eastern Time). b. Additionai 12-month warranty on Equipment, with respect to the Equipment Maintenance Agreement. c. For Software Maintenance Agreements Harris wiil provide notification of and free access to Software upgrades as defined in the maintenance agreement. 10. Equipment Return Policy. a. Equipment Damaged in Shipment. Upon receipt of shipments, Customer shouid open and inspect all boxes immediately for possible freight damage. if damage is found, Customer must notify the delivery carrier within 48 hours and request an inspection from the freight carrier. After notifying the delivery carrier of damage, Customer will promptiy contact Harris for further instructions. Damaged Equipment may not be returned without Harris? prior authorization. For Equipment returned under this paragraph the Date of Acceptance shalt be adjusted to re?ect the date repaired or undamaged Equipment is received. b.1tems Shipped in Error. if the Customer receives Equipment and/or Software in error, the Customer will notify Harris and Harris will provide return instructions, pay shipping costs (provided Harris? instructions are followed) and provide a Return Material Authorization (RMA). Customer wilt retain the Equipments original packing materiai for use in return shipment to Harris. c. Defective Equipment. Equipment is provided with either Harris? standard equipment warranty or the manufacturer?s standard equipment warranty. Upon discovery of a defect or other warranty-related problem. Customer shall contact Harris for warranty support. Customer agrees not to return the Equipment until a service representative has issued an RMA. including a form which Customer must out describing the nature of the Equipment defect. Harris May 2013 Page 2 of COMMUNICATIONS SYSTEMS NS OF SALE FOR DOMESTIC SOFTWARE, AND d. Other Reasons. lf Customer desires to return Equipment for other reasons, Customer must contact Harris for a RMA number. Harris? customer service representative will require a clear statement of the reason for the return request. Upon approval of Customer's request, an RMA wiil be issued. Customer wiil not return any Equipment without an RMA. Equipment being returned may be subiect to restocking and other charges. CUSTOM OR ORDER ITEMS ARE NOT RETURNABLE. e. Upon Receipt of a Return Authorization. RMA numbers must appear on each individual package being returned. Customer is responsible for ensuring the safe return of Equipment for the full invoice amount and all shipping costs. Harris may refuse shipments of Equipment returned without a valid RMA number. All Equipment being returned for credit must be returned in a timely manner and in good condition. if Equipment shows evidence of damage, wear and tear. or if components or accessories are missing, then Harris at its soie judgment may reduce any credit agreed to prior to receipt of the Equipment. 11. Limited Warranty. 8. Harris warrants the Equipment and Software ordered hereunder as of the Date of Acceptance to be substantially free from detects in material and workmanship. Harris' iiability under this Limited Warranty wilt commence on the Date of Acceptance of the individuai item of Equipment and Software and will terminate after 12 months. Written notice of any defects will be given to Harris upon discovery and Harris will correct such defects by repair or replacement, at its option, without charge. Harris uses new and reconditioned parts to complete repairs and replacements under the terms of this warranty. Defective articles will not be returned to Harris without the prior written authorization of Harris. Call l-800-358~5297 to obtain a Return Materiai Authorization (RMA) number. Harris will determine. in its sole discretion, existence and cause of the claimed defect. Specifically excluded from the terms of this Limited Warranty are any defects which occur as a resuit of: i. Acts of God. ii. Physical impact, crash or foreign object damage. improper installation, use, maintenance, storage. modification or alteration by the Customer or its Customer. iv. The Customer?s {or its customer's) operation of the Equipment delivered under this Agreement with any accessory. equipment or part not specifically approved by the Harris unless the Customer furnishes clear and convincing evidence that such accessory, equipment. or part was not a cause of the defect v. Normal wear and tear. (The Customer recognizes that certain parts have a limited service life and witl wear out through normal use}. vi. Equipment or Software subjected to misuse, detrimental exposure or negligence. 5 Pa of .5 HARRIS GOVERNMENT COMMUNICATIONS SYSTEMS 3 7 TERMS AND CONDITIONS OF SALE FOR DOMESTIC WIRELESS EQUIPMENT, SOFTWARE, AND SERVICES b. Harris is not responsibte under this provision for defects with respect to items not provided by Harris or Its subcontractors. . For purposes of Harris' warranties for Equipment and Software media. a ?defect" is defined as a faiiure of any unit or component manufactured or suppiied by Harris that Is not attributable to unauthorized modi?cation or alteration, misuse or lack of care in operation, maintenance or handling. Customer?s written notice of the defect must include a description of the defect with detailed information reasonebiy suf?cient for Harris to identity the defect and determine its probable cause. Components or parts that Customer ciaims to be defective must be available to Harris for Inspection and testing. Customer may not return defective Equipment. components or parts without ?rst obtaining an RMA and instructions from Harris. Customer is soleiy responsible for US. Customs and Border Protection clearance or permissions for all replacement parts. .CLAIMS UNDER ANY OF THE FOREGOING WARRANTIES ARE WAIVED UNLESS MADE WITHIN THE EQUIPMENT WARRANTY PERIOD IN THE CASE OF EQUIPMENT, OR WITHIN THE SOFTWARE WARRANTY PERIOD IN THE CASE OF SOFTWARE. NO PERSON IS AUTHORIZED TO GIVE ANY OTHER WARRANTIES OR TO ASSUME ANY OTHER LIABILITIES ON BEHALF, UNLESS MADE OR ASSUMED iN WRITING BY A DULY AUTHORIZED REPRESENTATIVE OF HARRIS. LIABILITY FOR BREACH OF ANY OR ALL WARRANTIES FOR EQUIPMENT, SOFTWARE. SERVICES AND LICENSED HARRIS PROGRAMS IS EXPRESSLY LIMITED TO THE REPAIR. REPLACEMENT, OR REFUND OF THE PURCHASE PRICE OF SUCH DEFECTIVE EQUIPMENT OR SOFTWARE. LESS A REASONABLE CHARGE FOR USE. IN NO EVENT WILL HARRIS OR ITS LICENSORS BE LIABLE FOR ANY INDIRECT. SPECIAL, INCIDENTAL. PUNITIVE OR CONSEQUENTIAL DAMAGES BY REASON OF ANY BREACH OF WARRANTY OR DEFECT IN MATERIALS OR WORKMANSHIP. HARRIS WILL NOT BE REQUIRED TO REPAIR. REPLACE, OR REFUND THE PURCHASE PRICE OF EQUIPMENT OR SOFTWARE WHICH HAVE SEEN SUSJECTED TO NEGLECT. ACCIDENT. OR IMPROPER USE. OR WHICH HAVE BEEN ALTERED OTHER THAN BY AUTHORIZEO HARRIS PERSONNEL. . THIS WARRANTY CONSTITUTES SOLE AND EXCLUSIVE LIABILITY HEREUNDER AND CUSTOMERS SOLE AND EXCLUSIVE REMEDY FOR DEFECTIVE OR EQUIPMENT. SERVICES, AND SOFTWARE. THE FOREGOING WARRANTIES ARE IN LIEU OF ALL OTHER WARRANTIES (EXCEPT AS TO TITLE). WHETHER ORAL OR WRITTEN, EXPRESS OR IMPLIED. OR STATUTORY. INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY. ANY IMPLIED WARRANTY OR CONDITION OF FITNESS FOR A PARTICULAR PURPOSE. OR ANY WARRANTY OR CONDITION ARISING OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE. OR CUSTOM OR USAGE OF TRADE. CUSTOMER AGREES THAT NO CIRCUMSTANCE CAUSING CUSTOMER EXCLUSIVE AND LIMITED REMEDIES TO FAIL IN THEIR ESSENTIAL PURPOSE WILL INCREASE OR EXTEND ANY HARRIS WARRANTY. Harris May 2013 12. Repairs. To repair any Wireiess products Equipment after the 12-month warranty has expired. Customer may cali 1-800-358-529? to obtain an RMA number and a quote for the estimated cost for repair. a. Repair Policy. To affect a repair on a Wireless Product. the Equipment and/or Software should be returned to the Harris' factory with a written description of the failure mode. Out-of-warranty repairs apply to any Equipment andlor Software whose standard f2-rnonth warranty has expired, no Maintenance Agreement has been purchased and paid for, andfor any Equipment and/or Software damaged In a manner not covered by the standard warranty, including any defects which occur as identi?ed under 11.a above. Equipment and/or Software should not be returned to the Harris' factory without an RMA. Cali 1- 800-3553-5297 to obtain an RMA number. b. Support Poiicy. Harris provides free help desk support throughout the warranty period and Maintenance Agreement of purchased Equipment andlor Software. Technical support is available Monday through Friday. during normal business hours (Eastern Time) excluding holidays, via the help desk support center at 1-800-358- 5297. 13. Software License. 3. Subject to fuii payment of the Purchase Price by Customer. Harris grants to Customer a nontransferabie (except as expressly provided herein). nonexclusive license to use the Software (software. ?rmware. and documentation) in connection with use of the Equipment purchased hereunder. The Software furnished with the Equipment wiil be of the latest generation available at the time of shipment of the Equipment. Harris is under no obligation to suppty updates to the Software except where expressty agreed to by the parties in writing. b. This iicense is Iimited to object code programs and related documentation oniy and does not apply to any of the corresponding source code or program listings. 0. Customer acknowledges that Harris (or its iicensor) has valuable property rights in the Software. and the Software wilt continue to be the sets and exclusive property of Harris or its licensor. Customer wilt obtain no title or rights to the Software. All rights in patents. copyrights and trade secrets in reiation to the Software wiil continue to be vested in Harris or its iicensor. d. Customer wiit keep the Software confidential by affording access to the Software only to those of its employees. agents, or consultants having a need to know and having such individuals agree in writing to the oingations contained herein. in addition, Customer will emptoy its best efforts to prevent any unauthorized use. copying, pubtishing, reproducing. or disciosing of the Software and will treat the Software with the same care as its own con?dentiai information. a. The Software may be used only in conjunction with the Equipment purchased hereunder. Customer may not rent, lease, transfer, network, display. or distribute the Software. nor may Customer reverse engineer. disassemble. decompile. modify, alter, transiate, or adapt the Software or create any derivative thereof. except where expressly agreed to by the parties in writing m5 Page 4 of GOVERNMENT SYSTEMS TERMS AND OF SALE FOR DOMESTIC f. Customer acknowledges that a violation of this Agreement would cause irreparable injury to Harris or its licensor, and that Harris or its licensor be entitled, in addition to any other rights and remedies it may have, at law or in equity, to an injunction enjoining and restraining Customer from doing or continuing to do any such act and any other violations or threatened violations of this Agreement. Furthermore, Customer agrees that if Harris or its licensor should waive any breach of any provision of this Agreement, it witl not thereby be deemed to have waived any preceding or succeeding breach of the some or any other provision of this Agreement. if Customer sells or otherwise disposes of Customenowned media on which any Software is fixed, such media must be erased before any sale or disposal. 14. Avaliability DiscontinuedlLast Time Buy. Harris makes no representation about the continued availability of the Equipment and Software. Harris reserves the right, in its sole discretion, with or without notice, without incurring any iiabtiity to Customer or otherwise whether in contract or tort, to discontinue manufacturing or selling any Equipment and Software at any time or from time to time. Harris may within its sole discretion provide Customer with an opportunity to purchase such quanti?es of the Equipment or Software as Customer estimates it may need ("last time buy") within 30 days of Customer's receipt of notice from Harris. Customer's last time buy rights are timited to products available in Harris? inventory at the time of Customer's request. Harris will provide warranty services and make spare parts available to Customer for a period of one (1) year after notice by Harris to Customer that the Equipment has been discontinued or for a period of 90 days after notice to Customer that the Software has been discontinued. 15. intellectual Property indemnification. a. in the event any Equipment to be fumisbed under this Agreement is not to be made in accordance with drawings, samples or manufacturing speci?cations designated by Customer, but rather is the design of Harris, Harris agrees that it will, at its own expense and at its option, defend or settle any claim, suit, or proceeding brought against Customer or any customer of Customer. based on an allegation that the Equipment furnished under this Agreement constitutes a direct or a contributory infringement of any stain; of any United States patent, mask work, copyright or any other inteiiectuai property right. This obiigation will be effective oniy if Customer wilt have made ail payments then due and if Harris is noti?ed of said allegation in writing and given authority, information, and assistance for the settiernent or defense of said ciaim, suit, or proceeding. Harris will pay all damages and costs assessed in such suit or proceedings. in the event of a final adjudication by a court of competent jurisdiction that the Equipment or any part thereof infringes or violates any third party intellectual property right or if the use or sale thereof is enjoined, or if the provisions of any negotiated settlement Agreement prohibit the use of the product, Harris will at its sole option and its own expense, either i. Procure for Customer the right to continue using the Equipment: ii. Replace it with a substantially equivalent non-infringing equipment; Modify it so it becomes non-infringing but substantially equivalent; or iv. if none of the above is reasonably available, terminate the Customer's right to use the Equipment and return to the Customer 3 pro-rota portion of the price originally paid by Customer to Harris represented by the remaining useful life of the Equipment as a percentage of the inlet useful life Harris May 2013 OFTWARE, AND b. ?the foregoing indemnity does not apply to the following: i. infringement by a combination of Equipment furnished under this Agreement with other equipment not furnished hereunder unless Harris is a contributory infringer; ii. infringement resulting from changes or modi?cations made to or from the Equipment by the Customer; Any settlements of a claim, suit, or proceeding made without Harris' written consent; and iv. Any Equipment to be furnished under this Agreement which is to be delivered to the United States Government. c. The foregoing states the entire liability of Harris with respect to infringement or violation of third party intellectual property rights in connection with Equipment furnished under this Agreement. d. in the event any Equipment to be furnished under this Agreement is to be made in accordance with drawings, samples or manufacturing speci?cations designated by Customer and is not the design of Harris, Customer witi, to the fullest extent permitted by applicable iaw. defend and hold Harris harmless to the same extent and subject to the same requirements as set forth in and above. Should the Customer be the United States Government, the Customer agrees to incorporate FAR 52.2274, Authorization and Consent, in any Purchase Order or Contract. 16. Technical Data and inventions. 3. Unless specifically agreed to by Harris and expressly identified and priced in the Agreement as a separate item or items to be delivered by Harris, the sale of Equipment, Software and Services under the Agreement confers on Customer no right in, license under, access to, or entitlement of any kind to any of Harris? technical data including. but not iimited to design, process technology. software and drawings, or to any of Harris? inventions {whether or not patentabie), irrespective of whether any such technical data or invention or any portion thereof arose out of work performed under or in connection with the Agreement, and irrespective of whether Customer has paid or is obligated to pay Harris for any part of the design or devetopment of the Equipment, Software or Services. b. Harris will not be obliged to safeguard or hold confidential any data whether technical or otherwise, furnished by Customer for Harris? performance of the Agreement unless (and only to the extent that) Customer and Harris have entered into a separate written con?dentiality agreement. c. Customer wilt not violate Harris' copyright of documents or Sofbrvare or disclose Harris? con?dential or proprietary data to others without Harris' written permission. d. All inventions are and shall at all times remain Harris?s con?dential or proprietary information. All rights, title and interest in and to the inventions, including alt intellectuat property rights, remain vested in Harris, its suppliers or iicensors, subject only to the license grant below. "inventions" shall mean and include all ideas, concepts, know-how, techniques, inventions. discoveries, improvements, specifications, designs, methods, devices, systems, reports, studies, computer software (in objector GOVERNMENT SYSTEMS P39 5 TERMS AND CONDITIONS OF SALE FOR DOMESTIC WIRELESS EQUIPMENT, SOFTWARE, AND SERVICES source code), programmin and other documentation. tlow . . charts, diagrams and all9 other information or tangible 5? J10 thenexterti; any data ?5 exchanged between material of any nature whatsoever (in any medium and in thetpa ifs? .9 ?309?me party represents and any stage of development or completion) inctuded in or a no etchnica?l data to It by the resulting from the work contemplated hereunder, that are party She be to foreign nation, firm, or concelved. designed, practiced. prepared, produced or country, ??3an foreign nationats, employed by or . . . ted with the receivin art nor shall an devalo edb Home or an of its ers nnel th assocra 9 . of perignnansce of any 0 during a cou 3 technical data be exported from the United States wrthoot ?rst complying with all requirements of the International Traffic in Arms Regulations or the Export Administration Regulations (EAR), inciudlng the requirement for obtaining any export license if applicable. The receiving party shall first obtain the written consent of the disclosing party prior to submitting any request for authority to export any such technical data. The receiving party will, to the fullest extent permitted by appticabte law defend and hold the disclosing party harmless for all claims, demands, damages, costs, ?nes, penalties. attorney?s fees, and all other expenses arising from failure of the receiving party to comply with this Section 19 or with the and EAR. 1 Excusable beiay. 3. Harris will be excused from performance under the Agreement and wilt not be liable to Customer for delay in performance attributable, in whole or in part, to any cause beyond its reasonabie control, including, but not limited to, actions or inactions of government whether in its sovereign or contractual capacity. judicial action, war, civii disturbance, insurrection, sabotage, act of pubiic enemy or terrorism, labor dif?culties, failure or detay in deiivery by Harris? suppliers or subcontractors, transportation dif?culties. shortage of energy, materials, labor or equipment, accident, fire. ?ood, storm or other act of nature, Customer?s fauit or negligence or where compliance with any applicabie environmental law or regutation by Harris is not reasonably technologicalty or economically feasible, or woutd otherwise require Harris to change its manufacturing process. c. Harris will not provide, or be responsible for obtaining any US. Government export licenseslapprovais to provide any technical information, data or technical services to Customer or Customer's representatives, consultants or agents who are "foreign persons? as de?ned in the t'l'AR. Customer has the sole responsibility for obtaining necessary us. Government export licenses/approvals for any transfer of Equipment, Sottware or Services to Customer hereunder to Customer?s representatives, consultants or agents who are such "foreign persons.? Further, Harris will not be responsible for tote delivery. delay or nonperiormance under this Agreement due to the US. Government's delay or deniat of any license that is Customer?s to obtain. b. in the event of an excusable delay, Harris will make commercially reasonable efforts to notify Customer of the nature and extent of such delay and (1) Harris will be entitled to a schedule an extension on at least a day-for?day basis, and (2) if the deiay is caused by Customer's iautt or negligence, Harris will be entitied to an equitable adjustment in price under the Agreement. 18. Termination. Either party may terminate this Agreement if the other party defaults in a material respect under this Agreement and fails to cure such default within thirty (30) days after receiving written notice from the other party of such defauit. it Harris terminates this Agreement based on the Customer's breach, than Harris will be entitled to damages, including any lost pro?ts Harris would have realized, had Harris been permitted to perform in accordance with the Agreement. Customer also wiil be liable for all costs to Harris resulting from Harris' attempt to enforce its rights hereunder, including, but not limited to coliection agency fees, attorney fees, court costs, etc. 20. Compliance with Waste Recycling Laws. Customer acknowledges and agrees that the suppiy of the Equipment by Harris to the Customer, and the resale or resuppiy of the Equipment by the Customer, may give rise to obiigations for Harris and the Customer under applicable environmenlai laws or regulations as de?ned herein. The Customer wiil be responsible for the cotlection, recycling, reuse and disposal of the Equipment in compliance with such Environmental Laws. "Environmentai Laws? means any law or regulation in any jurisdiction worldwide appiicable to the Agreement and includes but it is not iimited to the recycting or treatment of waste equipment including the laws implementing the Directive as de?ned hereinafter. Directive" means the European Union Directive on Waste Electrical Equipment and wilt include any and all nationat laws and regulations, whether civil, criminal, administrative. in any jurisdiction giving effect to that meaning including, but limited to. statutes and subordinate legislation, ordinances permits, common law, local taws, judgments, and any notices, orders, directions, instructions or decisions of any competent authority. Harris may arrange for services, paid for by Customer, to recycle or dispose of Harris manufactured products in compliance with the Environmental Laws. The Customer will to the fullest extent permitted by applicable law defend and hold Harris harmiess against all expenses, costs, claims, iiabilities or damage of any nature incurred by any of them relating to the coilection, recycling, reuse and dispose! of any Equipment or otherwise arising in connection with their respective obligations under the Environmental Laws, or by reason of any failure or alleged failure by the Customer to comply with its obligations under the Environmental Laws. The Customer will provide Harris 19. Export and Rte-Export Restrictions. a. Customer acknowiedges that the Equipment and Software sold or licensed to it by Harris under this Agreement may be subject to export controis under the laws of the United States or Canada. Customer will not export or re-export the Equipment or Software, technology. or products manufactured from the technology that are the subject of the Agreement in vioiation of the export control laws of me United States or Canada. Customer will, to the fullest extent permitted by appiicable taw defend and hoid Harris barmtess from and against any toss, damage, or liability arising out of Customer's failure to comply with this Section 19. The Customer will suppiy to the Harris on a timely basis all necessary information and documentation requested by Harris in order to permit the Harris to export the Equipment, Software andior Services with respect to any Purchase Order issued by the Customer hereunder, in accordance with the terms of this Agreement. Harris May 2013 Page?of? HARRIS GOVERNMENT COMMUNICATIONS SYSTEMS TERMS AND CONDITIONS OF SALE FOR DOMESTIC WIRELESS EQUIPMENT, SOFTWARE, AND SERVICES with such compliance plans or other documents and information that Harris may reasonahiy request to enable Harris and its af?liates to verify and prove to any enforcement agency the compliance by the Customer and Harris of their respective obiigations under this Section andlor the Environmentai Laws. 21. Limitation of Liability. NOT WITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, UNDER NO CIRCUMSTANCES WILL HARRIS BE LIABLE FOR (A) ANY SPECIAL. INDIRECT. INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES REGARDLESS OF THE CAUSE. EVEN IF SUCH DAMAGES ARE FORESEEABLE. OR (B) LOSS OF REVENUE. LOSS OF PROFITS, LOSS OF BUSINESS OR LOSS OF USE EVEN IF HARRIS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION WILL APPLY TO ANY CLAIM OR CAUSE OF ACTION WHETHER IN CONTRACT OR TORT (INCLUDING NEGLIGENCE. STRICT LIABILITY OR BREACH OF WARRANTY). IN NO EVENT WILL LIABILITY TO CUSTOMER OR ANY PARTY CLAIMING THROUGH CUSTOMER EXCEED THE ACTUAL PURCHASE PRICE PAID BY CUSTOMER FOR ANY EQUIPMENT, SOFTWARE OR SERVICES SUPPLIED HEREUNDER. THIS SECTION WILL SURVIVE THE TERM OR EXPIRATION OF THIS AGREEMENT. CUSTOMER AGREES. TO THE FULLEST EXTENT PERMIITED BY APPLICABLE LAW. TO HOLD HARMLESS HARRIS AGAINST ALL LOSS OR LIABILITY FROM CLAIMS BY CUSTOMER OR A THIRD PARTY ARISING OUT OF OR RELATING TO INSTALLATION. OPERATION. OR USE OF THE EQUIPMENT OR SOFTWARE. 22. Appiicabie Law. Venue, and Jurisdiction. The Agreement. and any disputes related thereto. wilt be governed by and interpreted in accordance with the laws of the State of Florida. USA. without regard to conflict of law principles. The parties speci?caiiy exclude the application of the United Nations? Convention on Contracts for the International Sale of Goods to the Agreement. to the contractual relationship created under the Agreement. and to the construction. vaiidity. enforcement. and interpretation of the Agreement. The parties agree that the exclusive venue for any action arising out of or related to the Agreement wiil be in the courts with the appropriate jurisdiction located in Brevard County. Florida. and each party irrevocabiy submits to the jurisdiction of each such court in any such action and waives any objection it may now or hereafter have to venue or personal jurisdiction in each such court..The prevailing party in any action related to the dispute or interpretation of the Agreement wiil be entitled to recover its reasonable attorneys fees incurred in pursuing the action. including those fees incurred throughout all bankruptcy and appeilate proceedings. 23. Jury Waiver. Customer and Harris further agree. to the extent permitted by iaw. to waive all rights to a trial by jury of any action relating to the dispute or interpretation of the agreement. whether sounding in contract. tort. or otherwise. The parties speci?cally acknowledge that this waiver is made knowingly and voiuntariiy after an adequate opportunity to negotiate its terms and that such waiver is material consideration for the sale and purchase contempiated hereby. 24. Assumption of Risk. Each party hereto acknowledges the risks of its undertakings hereunder. the uncertainty of the bene?ts and obligations hereunder, and its assumption of such risks and uncertainty. Each party has conducted its own due diligence and requested and reviewed any contracts. business plans, ?nancial documents and other written material as in such party?s opinion will be the basis of that party?s decision to enter into the Agreement. Harris WPG May 2013 25. Reliance on Connect and Other Advisers. Each party has consulted such legal. financial, technical or other experts it deems necessary or desirable before entering into the Agreement. Each party represents and warrants that it has read. knows. understands and agrees with the terms of the Agreement. and the Agreement will not be construed against either party as the draiter. 26. Compiiance with Applicable Laws. Customer warrants that Customer will comply with any and all applicable U.S. federal. state and local iaws. and will operate in good faith to comply with other laws and regulations and industry best practices, applicable to such party's performance hereunder. and will act to correct any noncompliance once identi?ed. 27. General Provisions. a. Publicity. Neither party will. without the prior written consent of the other party: issue any news release. public announcement, denial or con?rmation of this Agreement or its subject matter, or in any manner advertise or publish the fact of this Agreement. b. Disputes. The parties will to the fullest extent practical resolve disputes through collaborative procedures. To that end. any and ail disputes between the parties wiil be quickly addressed to prevent such disputes from causing contractual or performance problems. c. Assignment. Customer will not assign any at its rights under this Agreement. voluntarily or involuntarily, whether by merger. consolidation. dissolution. operation of law or any other manner. Any purported assignment of rights in violation of this Section is null and void. d. Entorceability. if any provision of this Agreement is held invaiid, illegal or unenforceable, the validity. Iagality or enforceability of the remaining provisions wilt. to the extent of such invalidity. illegality. or unenforceability. be severed, but without in any way affecting the remainder of such provision or any other provision contained herein, all of which will continue in full force and effect e. No Waiver. Waiver or failure by Harris to enforce any of the terms or conditions hereunder or the delay in exercise of any of its remedies or any terms or condition herein. will not be a future waiver of any such right. or be a waiver of any other term. condition or remedy contained herein. f. Headings. Headings in this Agreement are provided for convenience only and do not affect this Agreements construction or interpretation. 9. Orders issued under Government Prime or Suhcontracts. In the event this Agreement relates to a US. federai government prime contract or subcontract. nothing contained in this Agreement wiil'be construed to authorize the waiver of any provision of law as prescribed in Federai Acquisition Regulation (FAR) Part 12. or terms as set forth in the current version of FAR 52.244-6. Subcontracts for Commercial Items. ii appiicable. 74121215 GOVERNMENT COMMUNICATIONS SYSTEMS TERMS AND OF SALE FOR WIRELESS EQUIPMENT, h. Notices. All notices must be in writing and will be effective when received by (1) personal delivery, (2) registered, certi?ed, or nationally recognized overnight mait, proof of receipt requested, and (3) facsimile, if con?rmed within three (3) business days by one of the other methods herein, at the addresses or facsimiie numbers indicated or to such other addresses or facsimile numbers as the parties may specify by giving notice pursuant hereto. A copy of ail notices must be sent to Harris Corporation, PO Box 37, Mail Stop: Meiboume, FL 32902, Attention: Contracts Manager i. English Language. The parties confirm that it is their wish that this Agreement, as well as any other documents relating hereto inciuding notices, have been and will be drawn up in English only. i. GSA. Ali purchase orders issued under the General Services Administration (GSA) Scheduie are subject to the GSA Terms and Conditions which will supersede at! other terms and conditions provided. The fotiowing provisions shalt survive the completion or termination oi this Agreement: Section 2 (Restricted Use), Section it (Limited Warranty), Section 13 (Software License). Section 15 (Intellectual Property indemni?cation). Section 19 (Export and Pie-export Restrictions), Section 21 (Limitation of Liability). Section 22 (Applicabie Law, Venue and Jurisdiction), Section 23 (Jury Waiver), and Section 27 (General Provisions). 28. Entire Agreement. The Agreement supersedes alt previous proposals, negotiations. conversations, and understandings, whether ore! or written, and constitutes the sets and entire agreement between the parties pertaining to the subject matter hereof. No modi?cation or deietion of, or addition to these terms, will be binding untess made in writing and signed by duly authorized representatives of both parties. Harris GCS Signature Name Title Date Harris May 2013 SOFTWARE, AND SERVICES Customer Pageioi?f Signature Name Title Date Las Vegas MetTopolitan Police Department Purchasing and Contracts 400 S. Martin King Bidg. 4th ?oor Las Vegas, NV 89106 Phone: (702) 828- 5788 Fax: (702) 828-0146 Tax ID No. 386000028 Revzsed BIanket Purchase Order 4300023292601 Page Order Date 08/19/2014 v'eodair Address . 08/19/2014 Vendor Number 508765 Past atHARRIS CORP-WIRELESS PROD GRP We? arms PO BOX 9800 R5 11A {?00 Terms DESTINATION FREIGHT MELBOURNE FL 32902?9800 PREPAID Fax: 703?8284525 tnco Terms(Part 2) PerIod 07/01/2014oe5130/2015 Biliing' Addres? . - . . . Refefenc?mmbe? 060121403 LAS VEGAS METROPOLITAN POLICE DEPT Confirmatlon By BUDGET ACCOUNTING Contact Person ANDREA SWIFT 400 MARTIN KING BLVD BLDG 8 4th FLR Phone Number 702?828-4455 LAS VEGAS NV 89105 Deiwery Address - LAS VEGAS METROPOLITAN RGLICE DEPT LOGISTICS BUREAU 3141 SUNRISE AVE LAS VEGAS NV 89101 accordance WIth the Iorms 8i CondttIons of CBE #601214?08 (332.1152 8 raved 07/1 Agreement No: 4660000297 )1 pp 7 08 FIN and rewsed 81,2014 Item Material/Description Quantity UOM Umt Pace Net 10 MAINTENANCE AGREEMENT - Term 7/1/2014 through 6/30/15 Line 10: Communications Annual Maintenance per described on Quote - 06/03/2014, Piease contact Lt. Guedry at?with any questions regarding this PC). Item completely delivered Las Vegas Metropolitan Police Department Purchasing and Contracts 400 S. Martin L. King Bivd. Bldg. 4th floor Las Vegas, NV 89106 Phone:(702) 828-5788 Fax:(702) 828-0146 Tax ID No. 88-6000028 Blanket Purchase Order 4300023292501 Page INSTRUCTIONS TO VENDOR: This Purchase Order is subject to the Terms and Conditions incorporated herein by this reference. A complete copy of the Terms and Conditions is vailable on the Las Vegas Metropolitan Police Department's website. encourages the economic rosperity of all disadvantaged groups in the business community, and promotes fult and open competition in all purchasing activities. If you have question concerning how to prepare a bid. information that is available to you or you woutd iike to discuss business opportunities within please contact us at telephone number (702) 828-5788. Note: All invoices must he submitted with the appropriate Purchase Order number referenced. SIGNATURE DATE: 08/19/2914 PHONE WRIS HARRIS GOVERNMENT srsrans Page 1 at? TERMS AND OF SALE FOR DGMESTIC EQUIPMENT, AND SERVICES 1. Gs?nitions: in addition to the terms de?ned elsewhere, the following terms used herein have the foilowing meanings: 3. ?Agreement? means the instrument of contracting; such as a Purchase Order. or other such designation which these icons and conditions of sale for Wireless Equipment. Software and Services are incorporated. . "Customer? means the purchaser of Equipment. So?ware. or Services from Harris. c. ?Date of Acceptance? means the date when the Customer receives an item of Equipment. Software andlor Services in an undamaged or non?defective condition. d. ?Environmental Laws? means any law or regulation in any jurisdiction worldwide applicable to the Agreement and includes but it is not limited to the recyciing or treatment of waste equipment including the laws implementing the Directive. . e. "Equipment? means any hardware. including components. but excluding any Software or Services. f. ?Harris" means Harris Corporation, acting through its Government Comm unicationa Systems. g. ?Maintenance Agreement" means a separate agreement for maintenance of the items procured hereunder; such services are not included in this Agreement. h. ?Purchase Order? means the Customer's purchase order as acknowledged by Harris on its standard acknowiedgement fonn. . "Purchase Price? means the purchase price as identi?ed in the Purchase Order. ?Quote" means the price quotation of Harris itemizing the purchase price and all exhibits referred to within such Quote. including but not limited to the technical proposal. technical specifications, scope of work. schedule. the Agreement and any Maintenance Agreement specificaliy included in the purchase price. .?Services? means. training. maintenance support. or other services to be provided to Customer as can of the Agreement. i. "Software" means software and iinnwara. including all copies provided to Customer. Directive? means the European Union Directive on Waste Electricai Equipment and includes any and all national laws and regulations. whether civil. crirninal, administrative. in any jurisdiction giving effect to that meaning including. but limited to. statutes and subordinate legislation. ordinances permits. common law. local laws. judgments. and any notices. orders. directions. instructions or decisions of any competent authority 0' no 2. Restricted UseTthis agreement provides the Customer with a that is restricted and otherwise controlled under United States Code Title 18. Use of Equipment andfor software is strictly governed by applicable federal. state and local law associated with electronic surveillance. The Customers obligation to protect Equipment. Software and Services information includes. but not limited to. the names of speci?c products, pricing, technical and performance data. The customer shalt not disclose. distribute, or disseminate any information regarding Customers purchase or use of the above Harris Equipment to the public in any manner that discloses the speci?c products or individual product pricing including but not limited to: in press releases. in court documents and/or proceedings, internal, or during other public forums or proceedings to the extent permitted by law. Harris WPG May 2013 The Customer warrants that it has legal authority to lawfully employ the Equipment and will do so only in such a manner and for such purposes. The Customer also warrants that it has obtained the requisite coordination for the acquisition and use of the Equipment with the appropriate US. Government agencies. Harris assumes no liability for any use, misuse or improper use of the Equipment and makes no representations as to Equipment suitability for any specific application. Customer shall not transfer. sell or assign the Equipment andior Software without the prior written consent of Harris. The customer shall not in any civil or criminal proceeding. use or provide any information concerning Harris Equipment and/or Sottware beyond the evidentiary results obtained through the use of Equipment andior- Software without the prior written consent of Harris. The Customer shall notify Harris if it receives a request pursuant to the Freedom of information Act (5 U.S.C. section 552) or an equivalent state or local law. the civii or criminal discovery process, or other judicial. legislative. or administrative process to disclose information regarding Harris Equipment and/or Software. Harris agrees to respond within 5 working days of any such notice. a. in the event that any of the Equipment or Software purchased under this Agreement Is lost or stolen. the Customer shall contact the Harris Help Desk at 1-800- 358-5297 within 3 business days. Customer shall provide the Part Number and Serial Number of the Equipment Software and a summary of facts surrounding the incident. Failure to comply with this requirement may result in Harris not accepting future orders from the Customer. 3. Pro-poaailauote lrationality. Prices quoted are valid for 180 days from the date of Quota. Alter the expiration of the ?lBleay period. Harris may modify its prices or amend the validity period. 4. Acceptance - Modi?cation of Terms. "the Agreement will be deemed accepted by Customer upon the ?rst to occur of Customer?s issuance of the F'urchase Order: or (ii) Harris? commencement of perfonnance under the Agreement. in either such event any additional or different terms proposed by Customer are rejected unless expressly approved in writing by Harris. No communication from Customer that in any any differs from or adds to the Agreement. irrespective of whether or not Harris reasonably objects thereto, will be binding upon Harris unless such different or additional temis are agreed to in writing by both Harris and Customer. 5. Taxes. All prices quoted are exclusive of all applicable sales. use. excise. and other taxes. duties. fees. or charges. Unless evidence of valid tax exempt status andlor resale certificate is provided by Customer prior to shipment, Harris shall add and Customer shall pay all such applicable taxes or charges levied or imposed to the invoice for the Equipment. Software. andlor Services. 6. Shipping and Delivery. Unless otherwise stated in the Agreement. all prices and tonne are $10.8. Destination and include freight charges. Harris may ship Equipment in multiple lots and Customer agrees to accept such multiple shipments and pay for each lot in accordance with the payment terms set forth herein. 7. Title and Risk of Loss. ?title to and risk of loss for Equipment and Software media sold under the Agreement will pass to Customer upon receipt of equipment. . GOVERNMENT COMMUNICATJONS SYSTEMS Pogo 2 at 7 TERMS AME) OF SALE FGR DOMESTIC WIRELESS EQUIPMENT, SOFTWARE, AND SERVICES 8. Payment Terms. a. Payment for an invoice is due within 30 days from the date of the invoice. Late payment will accrue interest to the outstanding balance at the lower of 1.5% per month. or (it) the highest rate allowed bylaw. b. Domestic Purchase Orders (not including Maintenance Agreements) are for shipments of Equipment, Software and/or Services to be delivered or Services to be performed within the continentat United States and Canada. Harris will submit an invoice within 30 days of the Date of Acceptance of an individual delivery of Equipment. Software or performance of Services as identi?ed in the Purchase Orders. 9. Annual Maintenance Agreement Upon expiration of the warranty period, Customer may execute a separate maintenance agreement with Harris for Equipment andlor Software. Such maintenance agreements are available tor_a percentage of the origins! Purchase Prices of the Equipment andior Software. Annual maintenance agreements include: a. Customer teiephone support during normal business hours, exciuding holidays (Monday through Friday, Eastern Time?). h. Additional 12-month warranty on Equipment, with respect to the Equipment Maintenance Agreement. c. For Software Maintenance Agreements Harris wilt provide noti?cation of and free access to Software upgrades as defined in the maintenance agreement. 10. Equipment Return Policy. a. Equipment Damaged in Shipment. Upon receipt of shipments. Customer should open and inspect all boxes immediately for possible freight dam age. if damage is found. Customer must notify the delivery carrier within 48 hours and request an inspection from the freight carrier. After notifying the delivery carrier of damage, Customer will contact Harris for further instructions. Damaged Equipment may not be returned without Harris' prior authorization. For Equipment returned under this paragraph the Date of Acceptance shalt be adjusted to reflect the date repaired or undamaged Equipment is received. b. items Shipped in Error. if the Customer receives Equipment andior Software in error. the Customer will notify Harris and Harris provide return instructions, pay shipping costs {provided Ham's? instructions are fotiowed) and provide a Return Material Authorization (RMA). Customer will retain the Equipments original packing material for use in return shipment to Harris. c. Defective Equipment. Equipment is provided with either Harris' standard equipment warranty or the manufacturer?s standard equipment warranty. Upon discovery of a defect or other warranty-related problem. Customer shall contact Harris for warranty support. Customer agrees not to return the Equipment until a service representative has issued an RMA, including a form which Customer must fiil out describing the nature of the Equipment defect. Harrie WPG May 2013 d. Other Reasons. it Customer desires to return Equipment for other reasons. Customer must contact Harris for a RMA number. Harris' customer service representative will require a clear statement of the reason for the return request. Upon approval of Customer?s request. an RMA wilt be issued. Customer wilt not return any Equipment without an RMA. Equipment being returned my be subiect to restocking and other charges. CUSTDM MANUFACTURED OR SPECIAL ORDER ITEMS ARE NOT RETURNABLE. e. Upon Receipt of a Return Authorization. RMA numbers must appear on each individual package being returned. Customer is responsible for ensuring the safe return of Equipment for the fol! invoice amount and all shipping costs. Harris may refuse shipments of Equipment returned without a valid RMA number. Alf Equipment being returned for credit must be returned in a timely manner and in good condition. if Equipment shows evidence of damage. wear and tear. or if components or accessories are missing, then Harris at its sole judgment may reduce any credit agreed to prior to receipt of the Equipment. 11. Limited Warranty. a. Harris warrants the Equipment and Software ordered hereunder as of the Date of Acceptance to be substantially free from defects in material and wommanship. Harris? liability under this Limited Warranty will commence on the Date of Acceptance of the individual item of Equipment and Software and wit! terminate after 12 months. Written notice of any defects will be given to Harris upon discovery and Harris wilt correct such defects by repair or replacement. at its option, without charge. Harris uses new and reconditioned parts to complete repairs and replacements under the terms of this warranty. Defective articles will not be returned to Harris without the prior written authorization of Harris. Call 1?800?358-5297 to obtain a Return Material Authorization (RMA) number. Harris will determine. in its sole discretion. existence and cause of the claimed defect. Specificatly excluded from the terms of this Limited Warranty are any defects onion occur as a resutt of: i. Acts of God. it. Physical impact. crash or foreign object damage. improper installation, use. maintenance. storage. modi?cation or alteration by the Customer or its Customer. iv. The Customer?s (or its customer?s) operation of the Equipment delivered under this Agreement with any accedeory. equipment or part not speci?cally approved by the Harris untess the Customer furnishes cteor and convincing evidence that such accessory. equipment, or part was not a cause of the defect v. Normal wear and tear. (The Customer recognizes that certain parts have a limited service life and witi wear out through normal use). vi. Equipment or Software subjected to misuse. detrimental exposure or negligence. Page 3 of 7 HARRIS GOVERNMENT COMMUNICATIONS SYSTEMS TERMS AND CONDITIONS OF SALE FOR DOMESTIC WIRELESS EQUIPMENT, SOFTWARE, AND SERVICES b. Harris is not responsible under this provision for defects with .CLAIMS UNDER OF THE respect to items not provided by Harris or its subcontractors. .For purposes of Harris? warranties for Equipment and Software media. a "defect" is defined as a failure of any unit or component manufactured or supplied by Harris that is not attributable to unauthorized modification or alteration. misuse or lack of care in operation, maintenance or handling. Customer?s written notice of the defect must include a description of the defect with detailed information reasonably suf?cient for Harris to identify the defect and detamnine its probable cause. Components or parts that Customer claims to be defective must be available to Harris for inspection and testing. Customer may not return defective Equipment, components or parts without first obtaining an RMA and instructions from Harris. Customer is solely responsible for US. Customs and Border Protection cioarance or permissions for ail replacement parts. FOREGOING WARRANTIES ARE WAIVED UNLESS MADE WITHIN THE EQUIPMENT WARRANTY PERIOD IN THE CASE OF EQUIPMENT, OR WIT l-IlN THE SOFTWARE PERIOD IN THE CASE OF SOFTWARE. NO PERSON IS AUTHORIZED TO GIVE ANY OTHER WARRANTIES OR TO ASSUME ANY OTHER LIABILITIES ON BEHALF. UNLESS MADE OR IN WRITING BY A DULY AUTHORIZED REPRESENTATIVE OF HARRIS. . LIABILITY FOR BREACH OF ANY OR ALL WARRANTIES FOR EQUIPMENT, SOFTWARE, SERVICES AND HARRIS PROGRAMS IS EXPRESSLY LIMITED TO THE REPAIR. REPLACEMENT. OR REFUND OF THE PURCHASE PRICE OF OUCH DEFECTIVE EQUIPMENT OR SOFTWARE. LESS A REASONABLE CHARGE FOR USE. IN NO EVENT WILL HARRIS OR ITS LICENSORS BE LIABLE FOR ANY INDIRECT. SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES BY REASON OF ANY BREACH OF WARRANTY OR DEFECT IN MATERIALS OR WORKMANSHIP. HARRIS WILL NOT BE REQUIRED TO REPAIR. REPLACE. OR REFUND THE PURCHASE PRICE OF EQUIPMENT OR SOFTWARE WHICH HAVE SEEN SUBJECTED TO ACCIDENT. OR IMPROPER USE. OR WHICH HAVE BEEN ALTERED OTHER THAN BY AUTHORIZED HARRIS PERSONNEL. . THIS WARRANTY CONSTITUTES SOLE AND EXCLUSIVE LIABILITY HEREUNDER AND CUSTOMERS SOLE AND EXCLUSIVE REMEDY FOR DEFECTIVE OR EQUIPMENT. SERVICES. AND SOFTWARE. THE FOREGOING WARRANTIES ARE IN LIEU OF ALL OTHER WARRANTIES (EXCEPT AS TO TITLE), WHETHER ORAL OR WRITTEN. EXPRESS OR OR STATUTORY, INCLUDING. BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY, ANY IMPLIED WARRANTY OR CONDITION OF FITNESS FOR A PARTICULAR PURPOSE, OR ANY WARRANTY OR CONDITION ARISING OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE. OR CUSTOM OR USAGE OF TRADE. CUSTOMER AGREES THAT NO CIRCUMSTANCE CAUSING CUSTOMER EXCLUSIVE AND LIMITED REMEDIES TO FAIL IN THEIR ESSENTIAL PURPOSE WILL INCREASE OR EXTEND ANY HARRIS WARRANTY. Harris WPG May 2013 12. Repairs. To repair any Wireless products Equipment after the roman warranty has expired, Customer may call 14300?358629? to obtain an Rim number and a quote for the estimated cost for repair. a. Repair Policy. To affect a repair on a Wireless Product, the Equipment andlor Software should be returned to the Harris' factory with a written description of the {allure mode. Out-of-warranty repairs apply to any Equipment and/or Software whose standard 12-month warranty has expired, no Maintenance Agreement has been purchased and paid for, and/or any Equipment andlor Software damaged in a manner not covered by the standard warranty, including any defects which occur as identi?ed under Ila above. Equipment andror Software should not be returned to the Harris' factory without an RMA. Call 1? 800w358-529? to obtain an RMA number. b. Support Policy. Harris provides free help desk support throughout the warranty period and Maintenance Agreement of purchased Equipment andior Software. Technical support is available Monday through Friday, during normal business hours (Eastern Time) excluding holidays, via the help desk support center at 14300?358- 529?. 13. Software License. a. Subject to full payment of the Purchase Price by Customor, Harris grants to Customer :3 nontransferabio (except as expressly provided herein). nonexclusive license to use the Software (software. ?rmware, and documentation) in connection with use of the Equipment purchased hereunder. The Software furnished with the Equipment will be of the latest generation available at the time of shipment of the Equipment. Harris is under no obligation to supply updates to the Software except where expressly agreed to by the parties in writing. b. This license is limited to object code programs and related documentation only and done not appiy to any of the corresponding source code or program listings. 0 . Customer acknowledges that Harris (or its licensor) has valuable property rights in tho So?ware. and the Software will continue to be the solo and exclusive property of Harris or ilo Ilcenoor. Customer will obtain no title or rights to the Software. All rights in patents. copyrights and trade secrets in relation to the Sottware will continue to be vested in Harris or its iiconsor. d. Customer will keep the Software con?dential by affording access to the Software onty to those of its employees, agents. or consultants having a need to know and having such individuals agree in writing to the obligations contained herein. in addition, Customer will empioy its best efforts to prevent any unauthorizod use, copying, publishing, reproducing. or disclosing of the Software and will treat the Software with the same care as its own con?dential information. a. The Software may be used only in conjunction with the Equipment purchased hereunder. Customer may not rent. lease, transfer, network. disptay. or distribute the Software, nor may Customer reverse engineer, disassemble. decomoilo, modify. aiter. translate, or adapt the Software or create any derivative thereof, except where expressly agreed to by the parties in writing Pagoda? HARRIS GOVERNMENT COMMUNICATIDNS SYSTEMS AND OF SALE FOR DOMESTIC WIRELESS EQUIPMENT, SOFTWARE, AND SERVICES i. Customer acknowledges that a violation of this Agreement would cause inoperable injury to Harris or its iiconsor. and that Harris or its llcensor wit] be entitled, in addition to any other nights and remedies it may have. at law or in equity. to an injunction enjoining and restraining Customer from doing or continuing to do any such act and any other viciatlons or threatened violations of this Agreement. Furthermore. Customer agrees that if Harris or its licensor should waive any breach of any provision of this Agreement. it will not thereby be deemed to have waived any preceding or succeeding breach of the same or any other provision of this Agreement. if Customer soils or otherwise disposes of Customeroownad media on which any Software is fixed. such media must be erased before any sale or disposal. 14. Availability Discontinuedfhaat Time Buy. Harris makes no representation about the continued availability of the Equipment and Samara. Harris reserves the right. in its cote discretion, with or without notice. without incurring any liability to Customer or othonmise whether in contract or tort. to discontinue manufacturing or setting any Equipment and Software at any time or from time to time. Harris may within its sofa discretion provide Customer with an opportunity to purchase such quantities of the Equipment or Software as Customer estimates it may need (?test time buy") within 30 days of Customers receipt of notice from Harris. Customers last time buy rights are iimltod to products avaitable in Harria? inventory at the time of Customer?s request. Harris wilt provide warranty services and make spare parts available to Customer for a period of one year after notice by Harris to Customer that the Equipment has been discontinued or for a period of 90 days after notice to Customer that the Software has been discontinued. 15. location-tun! Property indemni?cation. a. in the event any Equipment to? be furnished under this Agreement is not to be made in accordance with drawings. samples or manufacturing speci?cations designated by Customer. but rather is the design of Harris. Harris agrees that it wiil. at its own expense and at its option, defend or settle any claim. suit. or proceeding brought against Customer or any customer of Customer. based on an allegation that the Equipment furnished under this Agreement constitutes a direct or a contributory infringement of any claim of any United States patent, mask work. copyright or any other inteiloctual property right. This obligation will too effective cniy if Customer wilt have made all payments than due and if Harris is notified promotiy of said alienation in writing and given authority, information. and assistance for the sattiernent or defense of said claim. suit. or proceeding. Harris will pay all damages and costs assessed in such suit or proceedings. in the event of a ?nal adjudication by a court of competent jurisdiction that the Equipment or any part thereof infringes or violates any third party inteilootual property right or if the use or sale thereof is enjoined. or if the provisions of any negotiated settlement Agreement prohibit the use of the product. Harris will at its sole option and its own expense. either i. Procure for Customer the right to continue using the Equipment; ii. Replace it with a substantially equivalent non-infringing equipment; Modify it so it becomes non?infringing but substantiaiiy equivalent; or iv. if none of the above is reasonably avaitable. terminate the Customer's right. to use the Equipment and return to the Cuatomar a pro-rata portion of the price originaily paid by Customer to Harris represented by the remaining useful life of the Equipment as a percentage of the total useful life Harris WPG May 2013 b. The foregoing indemnity does not apply to the toilet-ring: i. infringement by a combination of Equipment furnished under this Agreement with other equipment not furnished hereunder unless Harris is a contributory infringor; ii. infringement resulting from changes or modi?cations made to or from the Equipment by the Customer. Any settlements of a claim. suit. or proceeding made without Harrio' written consent; and iv. Any Equipment to be furnished under this Agreement which is to be delivered to the United States Government. c. The foregoing states the entire liability of Harris with respect to infringement or vioiation of third party intetiectuai property rights in connection with Equipment furnished under this Agreement. d. in the event any Equipment to be furnished under this Agreement is to be made in accordance with drawings. samples or manufacturing speci?cations designated by Customer and is not the design of Harris. Customer will, to the fullest extent permitted by applicable law. defend and hotd Harris harmless to the same extent and subioct to the same requirements as set forth in and to) above. Shouid the Customer be the United States Government. the Customer agrees to incorporate FAR 52.227?1. Authorization and Consent. in any Purchase Order or Contract. 16. Technical Data and inventions. a.i.lnless spaci?caily agreed to by Harris and expressly identi?ed and priced in the Agreement as a separate item or items to be delivered by Harris. the sale of Equipment. Software and Services under the Agreement confers on Customer no right in, license under. access to. or entitlement of any kind to any of Harris' technicai data inciuding. but not. limited to design. process technology. software and drawings, or to any of Harris' inventions (whether or not pateniable). irrespective of whether any such technical data or invention or any portion thereof arose out of work performed under or in connection with the Agreement. and irrespective of whether Customer has paid or is obligated to pay Harris for any part of the design or deveiopment of the Equipment. Software or Services. b. Harris wilt not he ohiiged to safeguard or hold confidential any data whether technical or otherwise. furnished by Customer tor Harria' performance of the Agreement unless (and only to the extent that) Customer and Harris have entered into a separate written con?dentiality agreement. c. Customer wilt not violate Harris? copyright of documents or Software or diaciooe Harrie? con?dential or proprietary data to others without Harrie? written permission. d. Ali inventions are and shall at all times remain Harris's con?dential or proprietary information. Alt rights. title and interest in and to the inventions. inciudlng all lnteiloctuai property rights. remain vested in Harris. its suppliers or "censors. subject only to the license grant below. ?inventions? shall mean and include all ideas. concepts. know?how. techniques. inventions. discoveries, improvements. speci?cations. designs. methodo. devices. systems. reports. studies. computer software (in object or WUWS . oovonnuenr SYSTEMS PageSof? TERMS AND CONDITIONS OF SALE FOR DOMESTIC WIRELESS SOFTWARE, AND SERVICES source code), programming and other documentation. tlow charts. diagrams and all other information or tangible material of any nature whatsoever (in any medium and in any stage of development or completion) included in or resulting from the wort: contemplated hereunder. that are conceived. designed. practiced. prepared, produced or developed by Harris or any of its personnel during the course of performance of any Work. 17. Excusaole Delay. a. Harris will be excused from performance under the Agreement and will not be liable to Customer for delay in performance attributable. in whole or in part. to any cause beyond its reasonable control. including. but not limited to. actions or inactions of government whether in its sovereign or contractual capacity. judicial action, war. civil disturbance, insurrection, sabotage. act of public enemy or terrorism. labor dif?culties, failure or delay in delivery by Harric? suppliers or subcontractors. transportation dif?culties. shortage of energy. materials. labor or equipment. accident. fire, flood. storm or other act of nature. Customer's fault or negligence or where compliance with any applicable environmental law or regulation by Harris is not reasonably technologically or economically feasible. or would otherwise require Harris to change Etc manufacturing process. h. in the event of an excusable delay, Harris will matte commercially reasonable efforts to notify Customer of the nature and extent of such delay and Harris will be entitled to a schedule an extension on at least a day-for?day basis. and (2) it the delay is caused by Customer?s fault or negligence. Harrie will be entitled to an equitable adjustment in price under the Agreement. 18. Termination. Either party may laminate this Agreement if the other party defaults in a material respect under this Agreement and falls to cure such default within thirty {30) days after receiving written notice from the other party of such default. if Harrie laminates this Agreement based on the Customer?s breach. then Harrie will be entitled to damages. including any lost pro?ts Harris would have realized, had Harris been permitted to perform in accordance with the Agreement. Customer also will be liable for all costs to Harris resulting from Harris? attempt to enforce its rights hereunder. including. but not limited to collection agency fees. attorney fees. court costs. etc. 19. Export and lie-Export Restrictions. a. Customer acknowledges that the Equipment and Software sold or licensed to it by Harris under this Agreement may be subject to export controls under the laws of the United States or Canada. Customer will not export or renamed the Equipment or Software. technology. or products manufactured from the technology that are the subject of the Agreement in violation of the export control laws of the United States or Canada. Customer will. to the fullest extent permitted by applicable law defend and hold Harris bonnie-es from and against any loss. damage. or liability arising out of Customers failure to comply with this Section 19. The Customer will supply to the Harris on a timely basis all necessary information and documentation requested by Harris in order to permit the Harris to export the Equipment. Software andior Services with respect to any Purchase Order issued by the Customer hereunder. in accordance with the terms of this Agreement. Harris WPG May 2013 b. To the extent any technical data is exchanged between the parties, the receiving party represents and warrants that no technical data furnished to it by the disclosing party shall be disclosed to any foreign nation. ?rm. or country. including foreign nationals. employed by or associated with the receiving party. nor shall any technical data be exported from the United States without ?rst complying with all requirements of the international Traf?c in Arms Regulations or the Export Administration Regulations (EAR). including the requirement for obtaining any export license if applicable. The receiving party shall first obtain the written consent of the disclosing party prior to submitting any request for authority to export any such technical data. The receiving party will, to the fullest extent permitted by applicable law defend and hold the disclosing party harmless for all claims. demands, damages. costs, ?nes. penalties, attorney?s fees. and all other Expenses arising from failure of the receiving party to comply with this Section l9 or with the and EAR. . Harris will not provide. or be responsible for obtaining any US. Government export licenseslapprovals to provide any technical information. data or technical services to Customer or Customers representatives. consultants or agents who are "foreign persons" as de?ned in the Customer has the sole responsibility for obtaining necessary U.S. Government export ticensoslapprovals for any transfer of Equipment. Software or Services to Customer hereunder to Cuetorner?e representatives. consultants or agents who are such "foreign persons." Further. Harris will not be responsible for late delivery. delay or nonperformance under this Agreement clue to the LLS. Government?s delay or denial of any license that in Customer?s responsibility to obtain. 20. Compliance with Waste Recycling tows. Customer acknowledges and agrees that the supply of the Equipment by Harris to the Customer. and the resale or re-supply of the Equipment by the Customer, may give rise to obligations for Harris and the Customer under applicable environmental laws or regulations as de?ned herein. The Customer will be responsible for the collection. recycling. reuse and disposal of the Equipment in compliance with such Environmental Laws. ?Environmental Laws? means any law or regulation in any jurisdiction worldwide app?cable to the Agreement and includes but it is not limited to the recycling or treatment of waste equipment including the laws implementing the Directive as de?ned hereinafter. Directive? means the European Union Directive on Waste Electrical Equipment and will include any and all national laws and regulations. whether civil. criminal, administrative. in any jurisdiction giving effect to that meaning including. but limited to. statutes and subordinate legislation. ordinances pennits. common law, local laws. judgments. and any notices. orders. directions. instructions or decisions of any competent authority. Harris may arrange for services. paid for by Customer, to recycle or dispose of Harris manufactured products in compliance with the Environmental Laws. The Customer will to the fullest extent permitted by applicable law defend and hold Harrie harmless against all expenses. costs. claims. liabilities or damage of any nature incurred by any of them relating to the collection, recycling. reuse and disposal of any Equipment or otherwise arising in connection with their respective obligations under the Environmental Laws. or by reason of any failure or alleged failure by the Customer to comply with its obligations under the Environmental Laws. The Customerwill provide Harris HARRIS GOVERNMENT COMMUNICATIONS SYSTEMS Page 6 of '7 TERMS AND CONDITIONS OF SALE FOR DOMESTIC WIRELESS EQUIPMENT, SOFTWARE, AND SERVICES with such compliance plans or other documents and information that Harris may reasonably request to enable i-iarris and its af?liates to verify and prove to any enforcement agency the compliance by the Customer and Harris of their respective obligations under this Section andicr the Environmental Laws. 21. Limitation of NOT ANYTHING EN THIS AGREEMENT TO THE CONTRARY. UNDER NO CIRCUMSTANCES WILL BE LIABLE FOR (A) ANY SPECIAL. OR CONSEQUENTIAL DAMAGES REGARDLESS OF THE CAUSE. EVEN IF SUCH DAMAGES ARE FORESEEABLE. OR LOSS OF REVENUE. LOSS OF PROFITS, LOSS OF BUSINESS OR LOSS OF USE EVEN IF HARRIS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION WILL APPLY TO ANY CLAIM OR CAUSE OF ACTION WHETHER EN CONTRACT OR TORT NEGLIGENCE. STRICT OR BREACH OF WARRANTY). IN NO EVENT WILL LIABILITY TO CUSTOMER OR ANY PARTY THROUGH CUSTOMER EXCEED THE ACTUAL PURCHASE PRICE PAID BY CUSTOMER FOR ANY SOFTWARE OR SERVICES SUPPLIED HEREUNOER. THIS SECTION WILL SURVIVE THE TERM OR EXPIRATION OF AGREEMENT. CUSTOMER AGREES. TO THE FULLEST EXTENT PERMIITED BY APPLICABLE LAW. TO HARMLESS HARRIS AGAINST ALL LOSS OR LIABILITY FROM CLAIMS SY CUSTOMER OR A THIRD PARTY ARISING OUT OF OR RELATING TO CUSTOMERS INSTALLATION, OPERATION, OR USE OF THE EQUIPMENT OR SOFTWARE. 22. Applicable Law, Venue, and Jurisdiction. The Agreement. and any disputes related thereto, will be governed by-and interpreted in accordance with the laws of the State of Nevada. USA. without regard to con?ict of law principles. The parties speci?caily exciude the application of the United Nations' Convention on Contracts for the international Sale of Goods to the Agreement. to the contractual relationship created under the Agreement. and to the construction. validity, enforcement. and interpretation of the Agreement. The parties agree that the exclusive venue for any action arising out of or related to the Agreement will be in the courts with the appropriate jurisdiction located in Brevard County. Fiorida. and each party irrevocably submits to the jurisdiction of each such court in any such action and waives any objection it may now or hereafter have to venue or personal jurisdiction in each such court. The prevailing party in any action related to the dispute or interpretation of the Agreement will be entitled to recover its reasonable attorneys fees incurred in pursuing the action. including those fees incurred throughout ali bankruptcy and appellate proceedings. 23. Jury Waiver. Customer and Harris further agree. to the extent permitted by law. to waive all rights to a that by jury of any action relating to the dispute or interpretation of the agreement. whether sounding in contract. tort. or otherwise. The parties speci?cally acknowledge that this waiver is made knowingly and voluntariiy after an adequate opportunity to negotiate its terms and that such waiver is material consideration for the sale and purchase contemplated hereby. 24. Assumption of Risk. Each party hereto acknowledges the risks of its undertakings hereunder. the uncertainty of the bene?ts and cbiigations hereunder. and to) its assumption of such risks and uncertainty. Each party has conducted its own due diligence and requested and reviewed any contracts. business plans. ?nancial documents and other written material as in such party?s opinion will be the basis of that party's decision to enter into the Agreement. Harris WPG May 2013 25. Reliance on Counsel and Other Advisers. Each party has consulted such legal. ?nancial. technical or other experts it deems necessary or desirable before entering into the Agreement. Each party represents and warrants that it has read. knows. understands and agrees with the terms of the Agreement, and the Agreement will not be construed against either party as the dra?er. 26. Compliance with Applicable Laws. Customer warrants that Customer will comply with any and all applicabia U.S. federal. state and local laws. and will operate in good faith to comply with other laws and regulations and industry best practices, applicable to such party's performance hereunder. and will act to correct any noncompliance once identi?ed. 27 Fiscal Funding Out. Customer reasonably believes that funds can be obtained suf?ciently to make all payments during the term of this contract. If Customer does not aliocate funds to continue the purchase of the product and or service. this contract shall be terminated when appropriated funds expire. General Provisions. 3. Publicity. Neither party will. without the prior written consent of the other party: issue any news release. public announcement, denial or con?rmation of this Agreement or its subject matter; or in any manner advertise or publish the fact of this Agreement. b. Disputes. The parties will to the fullest extent practical receive disputes through coilaborative procedures. To that end. any and all disputes between the parties will be quickly addressed to prevent such disputes from causing contractual or performance problems. c. Assignment. Customer will not assign any of its rights under this Agreement. voluntarily or involuntarily. whether by merger. consciidaticn. dissolution. operation of law or any other manner. Any purported assignment of rights in violation of this Section is null and void. 6. Enforceabitity. If any provision of this Agreement is held invaiid. iliegal or unenforceable. the validity. iegaiity or enforceability of the remaining provisions will. to the extent of such invalidity. illegality. or unenforceability. be severed. but without in any way affecting the remainder of such provision or any other provision contained herein. all of which will continue in full force and effect. c. No Waiver. Waiver or failure by Harris to enforce any of the terms or conditions hereunder or the delay in exercise of any of its remedies or any terms or condition herein. will not be a future waiver of any such right. or be a waiver of any other term. condition or remedy contained herein. t. Headings. Headings in this Agreement are provided for convenience oniy and do not affect this Agreements construction or interpretation. 9. Orders issued under Government Prime or Subcontracts. in the event this Agreement relates to a U.S. federal government prime contract or subcontract. nothing contained in this Agreement wilt be construed to authorize the waiver of any provision of law as prescribed in Federal Acquisition Regulation (FAR) Part12, or terms Page m7 HARRIS GOVERNMENT COMMUNICATIONS SYSTEMS TERMS AND CONDITIONS OF SALE FOR DOMESTIC WIRELESS EQUWMENT, SOFTWARE, AND SERVICES as set forth in the curront version of FAR 52.244?6, Subcontracts for Commorciai ttemo. if appiicablo. n. Notices. Ail notices must be in writing and will be: effective when received by (1) persona! delivery. (2) registered. certi?ed, or nationaity recognized overnight mail, proof of rocoipt requested, and (3) facsimito, if con?rmed within three (3) business days by one of the other methods herein. at the addresses or facsimile numbers indicated or to such other addresses or facsimito numbers as the parties may specify by giving notice pursuant hereto. A copy of all notices must be sent to Harris Corporation, PO Box Mail Stop: R511 1A, Metboumo. FL 32902. Attention: Contracts Manager. or ema?i to i. Engiish Language. The parties con?rm that it is their wish that this Agreement, as welt as any other documents relating hereto including notices. have been and wit! be drawn up in Engiisn only. GSA. All purchase orders issued under the General Services Administration Schedule are subject to the GSA Terms and Conditions which wiil supersede all othor terms and conditions provided. k. Survivability. The following provisions shall survive the completion or termination of this Agreement: Section 2 (Restricted Use), Section 11 (Limited Warranty). Section 13 (Software License). Section 15 (intellectual Property indemni?cation), Section 19 (Export and Renexport Restrictions). Section 21 (Limitation of Liability), Section 22 (Applicable Law. Vonue and Jurisdiction). Section 23 (Jury Waiver), and Section 27 (General Provisions). 25. Entire Agreement. The Agreement supersedes all previous proposals, negotiations, conversations, and unoorstanolngs. whether oral or written. and constitutes the sole and entire agreement between the parties pertaining to the subject matter hereof. No modi?cation or oeietlon of, or addition to these towns. witi be binding unless made in writing and signed by duly authorized representatives of both parties. Harris 668 Signature Name Titie Date Harris WFG May 2013 Custom or irgm? Sign?dt?dl?e filo/rm Mfr" Nam Ttti i g?t'f/ ?ag/r? #71 Date HARRIS CORP - WIRELESS PO. BOX 9800i MIS R54 1A MELBOURNE, FL 32902-9800 PH: 800?358~5297, FAX: 321 Bill To: Las Vegas Metro Felice Las Vegas Metro POIice Dept. 3141 East Sunrise Gawain Guedry Las Vegas NV 89101 DISCLOSURE OF THIS DOCUMENTAND THE INFORMATIOIE IT ARE STRICTLY PROHIBITED BY FEDERAL LAW {18 USO.) Ha?rris Proprietary 6/31201 4 i I Quotation Ship To: Las Vegas. Metro Police Las Vegas Metro Police Dept. guanse Gawain Guedry Las?Vegas NV 89101 . THIS HARRIS TRADE SECRET AND CONFIDENTIAL BUSINESS OR FINANCIAL INFORMATION EXEMPT FROM DISCLOSURE UNDER THS FREEDOM OF INFORMATION ACT. THIS DOCUMENT MAY CONTAIN TECHNICAL DATA ACCORDING TO THE DEPARTMENT OF STATE. INTERNATIONAL TRAFFIC IN ARMS REGULATIONS (UAR). PARTS 123430) AND THE DEPARTMENT OF COMMERCE, EXPORT ADMINISTRMIOMREGULATIONSIEAR), 15 CFR PARTS 73mm. THIS DOCUMENT AND mwonmnou IT CONTAINS an? NOT BE exp'OR'rEO on gamer; wmI A NATIQNAL A VALID AUTHORIZATION. BEFORE MAKING on penummo ANY DISCLOSURE OF DOCUMENT OR THE INFORMATION IT CONTAINS. VIR-IETHER iN- FULL. OR IN PART HARRIS SHALL BE GIVEN TIMELY AND THE T0 CHALLENGE SUCH DISCLOSURE UNDER APPLICABLE LAW Purchase Order No. ?Shibp?inq Method Payment Terms Rec: ate Master NO- BEST WAY Net 30 01010000 5.770 If?i??N um be Discount NOTE $0.00 'YearIy Main: Agreements provide extended hardware warranty and software upgrades. Each Maim Agreementextends maint for an additionai year. See Main: Terms for addi?onaljnformation. NOTE $0.00 Prices are subject to change. Quoies-are vaI?Id 1-80 days from date of issue. Attached Tsacs are appiicabie {0 an ?resu?Itant orders. NOTE $0.00 These Units? are prorated to expire On 6130/15 1 MT- Maintenance EA. - -I 1 MT- Maintenance? EA 1 w- maintenance EA 1 MT- Maintenance EA - - - 1 MT- Maintenance. EA - - - HARRIS CORP - MRELESS PRODUCTS GROUP PD. BOX 9800. MS R54 1A MELBOURNE, FL 32902-9800 PH: 890-358~5297, Harris Proprietary 6131:2014 'Pad?f 2 Quotation To: Las Vegas Metro Poiice Les Veias Metro Police Dept. ast Sunrise Gawain Sued Las Vegas NV 89101 Ship To: Las Vegas Metro Poiice Las .. Gawain Guedry Las Vegas NV 89101 DISCLOSURE OF 343$ COCUMENTAND TFE iT CONTAINS ARE SECRET AND CONFIDENTIAL BUSINESS OR FINANCIAL INFORMARON TECHNICAL QATA ACCORDING TO THE. DEPARTMENT OF STATE. ENTERN DEPARTMENT OF COMMERCE, EXPORT ADMINISTRATION RE RAREDWIETHAF 31 NR I AV ID CONTAINS, Mimi-[ER IN FULL OR IN PART. HARRIS SHALL BE GIVEN TIMELY NOTI ATIOML YRAFHC IN ARMS REGUIATIONS (ITARJ. 22 CPR GUIATIGNS 15 CFR PARTS 7301mm? STRICTLY PROHIEITED BY FEDERAL LAW (16 U511). THIS SOCUMENT CONTAINS HARRIS TRADE EXEMPT FROM UNDER THE FREEGOM OF INFORMATION ACT. THIS DOCUMENT MAY CONTAIN HAPTER 1. SUBCHAPTER M. PARTS THE UMENYAMD THE RMTI NITC NTAIM MAYN XP RTED OR N, BEFORE MAKING OR PERMITTIMG ANY OF TIHRS DOCUMENT OR THE IT CE AND WE OPPORTUNITY TO CHALLENGE SUCH DISCLOSURE UNDER APPLICABLE LAW. Pumhase Order 810.. Bus?zdmer .5 1- 'e'r'sbn-in'ff :Shigging? method-'- Pavm??t Terms Red 'Shi? Date Master No. BEST WAY Net 39 0/0/0000 5. 770 Quantity Item Number Basc'rip?'Diswunt' Unit Pric?'a Ext. Price 1 mi? Malntenance EA -I - - I Maintenance. EA - - 1 MT- Maintenance EA - Remit Payment To: Sub'tqtaI EWnic Funds Transfer GCSD Maii Deposits: GCSD vam?ght De?varfos: Mia; $0.00 Haa?ris Carpamlion. GCSD Hams GCSCI GCSD LB 53?59 Tax-a; - .3 $0.00 Citibank Deiaware Box 7247 - LB 6759 CIO Ci?bank Delaware Lackbox Opera?ons hf? $0.00 Philadefphia. PA Philaddphia. PA 19170?a?59 1615 Brett Road gem?: pm New CastIe. DE 19720 Trade Biscaunt $0.00 Phone number 302-323-3686 9 Price. 511.599.09 Pleasa reference the invoice number wIth y?ur payment Harris Tax June 3, 2014 Las Vegas Metro Police Attn: Gawain Guedry 3141 East Sunrise Las Vegas, NV 89101 RE: WPG Maintenance Agreement Dear Gawain, CORPGRAWON Wireless Products Group 407 John Rodas Melbourne, 32534 321-309~7429 Our records indicate that the Maintenance Agreement on the equipment listed below has will expire soon. Due to the recent upgrade, those products have extended maintenance to the dates indicated, along with remaining time still on those products. Equipment Serial number Date Expired 13.29 3.0/22/2014 1011 10/22/2014 2% 1035 10/22/2014 0100 10/22/2014 1022 10/22/2014 0225 10/22/2014 36013 01/12/2015 52127 06/30/2015 This maintenance agreement ailows you to receive the latest Software reieases and Hardware repairs so your equipment will have optimal performance. Ifyou have recently purchased Maintenance on the above mentioned equipment piease contact me at your earliest convenience to ensure you have uninterrupted service. Should you have any questions or concerns feel free to contact me at any time. Sincerely, inside Sales Wireless Products Group Harris Corporation Office 321- .ieeom. Harris Proprietary information next level solutions Gawain Gued? Pram: Sent: T0: Cc: Subject: '7 Attachments: Maintenance EetteLLas Vegas 060314.;3df Hi Gawain, Per our phone conversation attachedi is a letter shawing the expiratien dates on each product the quote we sent woufd bring everything up to date with the-in the chart below is the fu? annual cost for each product this be for July I, 2015 "June 2016. 10/22/201 10/22/201 10/22/201 10/22/201 10/22/2014 10/22/201 3 01/12/2015 52000 05/30/201 $27, Let us know if you need anything further. Thank you, inside Sales/Greet Manager Software License Key Reactivation Addendum to Harris Government Communications Systems Division Terms and Conditions of Sale for Wireless Equipment, Software and Services Effective Date: February 28, 2011 1. Annual Software License Ke Reactivation. Customer will reactivate the Software license key annually on or before the date of the one (1) year anniversary of the Agreement or, if the one (1) year anniversary date fails on a weekend or a federal holiday, on the first business day thereafter. To reactivate the Software license key, Customer must tog onto the Harris WPG Internet website at contact Harris WPG Customer Support at 1-800-358-5297 to obtain a 0 were icense key to renew the software for one (1) additional year. Customer acknowledges that timely reactivation of the Software license key is solely Customer?s responsibility and Harris will not provide advance notification of Customer?s annual reactivation deadline. Failure to timely and properly reactivate the Software license key may affect the operation of the Equipment and/or Software. 2. Annual Certification. As part of the annual Software license key reactivation process, or as otherwise requested by Harris, Customer will certify that Equipment andior Software purchased under the Agreement remains in Customer's sole possession; or that Equipment has been lost. stolen, damaged or destroyed. Customer acknowledges and agrees that it will maintain possession of the Equipment at all times. Customer also acknowledges and agrees that if it transfers, sells, leases, conveys or otherwise provides the Equipment to a third party without the prior written permission of Harris, then Customer will void its software license. Page 1 Las Vegas Metropolitan Police Department Purchasing and Contracts 400 S. Martin L. King Blvd. Bldg. 4th floor Las Vegas, NV 89106 Phone:(702) 828-5788 Fax:(702) 828-0146 Tax ID No. 88?6000028 Blanket Purchase Order 4300025846606 Page 1012 Order Date 07/01/2016 Vendor Address Last change date Vendor Number: 508766 WIRELESS PROD GRP Payment Terms Net 30 Days PO BOX 9800 R5-11A Ke"ey MELBOURNE FL 32902?9800 Phone 702-828-3946 Fax: 703-323-1525 Required Delivery Date 06/30/2017 tnce Terms DESTJNATION - FREIGHT Billing Address - egg. LAS VEGAS METROPOLITAN POLICE DEPT Inco 2) Validity Period 07/01/2016-06/30/2017 400 MARTIN BLVD BLDG 4th FLR Reference Number 0601214-08 LAS VEGAS NV 89105 Confirmation By 13 Address . . . . w. ry .. Pe'sc?? ANDREA LAs VEGAS METROPOLITAN DEPT Phone Number 702?828-4455 LOGISTICS BUREAU 3141 AVE LAS VEGAS NV 89101 Increases based on budget appropriations. in accordance with the Terms Conditions of CBE #601214~06 (332.1152), approved 07/17/08 Agreement No.: 4660000297 item Material/Description Quantity UOM Unit Price Net Amount 10 MAINTENANCE AGREEMENT Line 10: Communications Annual Maintenance per described on Quote? 6/22/2016 item? Please contact Sgt. Ross? at _~ith any questions regarding this PO. Total 5 33,900.00 Las Vegas Metropolitan Police Department Purchasing and Contracts 400 S. Martin L. King Blvd. Bidg. 4th floor Las Vegas, NV 89106 Phone:(702) 828-5788 Fax:(702) 828?0146 Tax it) No. 88-6000028 Page 2 of 2 Blanket Purchase Order 4300025846?506 TO VENDOR: This Purchase Order is subject to the Terms and Conditions incorporated herein by this reference. A compiete copy of the Terms and Conditions is available on the Las Vegas Metropolitan Police Department's website, encourages the economic prosperity of all disadvantaged groups in the business community, and promotes fult and open competition in all purchasing activities. if you have questions: concerning how to prepare a bid, information that is available to you or you would like to discuss business opportunities within piease contact us at telephone number (702) 828-5788. Note: Ail Invoices must be submitted with the appropriate Purchase Order number referenced. DATE: Diana Keiley PHONE 702-828-3946 HARRIS CORPORATION PO. BOX 9800, MELBOURNE, FL 329026800 PH: 800?358-5297 85" To: LAS VEGAS METRO POLICE PETER ROSSI, SERGEANT LAS VEGAS, NV 89101 Harris Proprietary Quotation ma Date I June 22, 2016 Page Of 2 Ship To: LAS VEGAS METRO POLICE PETER ROSSI, SERGEANT - LAS VEGAS, NV 89101 DISCLOSURE OF THIS DOCUMENT AND THE INFORMATION IT CONTAINS ARE STRICTLY PROHIBITED BY FEDERAL LAW (18 U.S.C.). THIS DOCUMENT CONTAINS HARRIS TRADE SECRET AND CONFIDENTIAL BUSINESS OR FINANCIAL INFORMATION EXEMPT FROM DISCLOSURE UNDER THE EREEDOM OF INFORMATION ACT. THIS DOCUMENT MAY CONTAIN TECHNICAL DATA ACCORDING TO THE DEPARTMENT OF STATE, INTERNATIONAL TRAFFIC IN ARMS REGULATIONS (ITAR), 22 CFR CHAPTER 1, SUBCHAPTER M, PARTS 123-130) AND THE DEPARTMENT OF COMMERCE, EXPORT ADMINISTRATION REGULATIONS (EAR), 15 CFR PARTS 730-774. THIS DOCUMENT AND THE INFORMATION iT CONTAINS MAY NOT BE EXPORTED OR SHARED WITH A FOREIGN NATIONAL WITHOUT A VALID EXPORT AUTHORIZATION, BEFORE MAKING OR PERMITTING ANY DISCLOSURE OF THIS DOCUMENT OR THE INEORMATION IT CONTAINS, WHETHER IN FULL OR IN PART, HARRIS SHALL BE GIVEN TIMELY NOTICE AND THE OPPORTUNITY TO CHALLENGE SUCH DISCLOSURE UNDER APPLICABLE LAW. -. Qty Part Number Description Unit Price Extended . "Price -I g: lMan- Remit to Payment: EIectronic Funds Transfer Harris Corporation, GCS Citibank Delaware Philadeiphia, PA Account No ABA No:? GCSD Mai! Deposits: Harris GCS PO Box 7247-LB 6759 Phiiadefphia, PA 19170-6759 GCSD Overnight Deliveries: Harris (3C5 ?36859 Citibank Delaware Lbox Ops 400 White Clay Center Drive Newark, DE 1973.1 Phone: 302-7814702 Subtotal i Tax Freight $0.00 Purchase Price $33,900.00 Piease reference the invoice number with your payment. Harris Proprietary Qu Otation HARRIS CORPORATION P.O. BOX 9800, . MELBOURNE, FL 32902?9800 Qu?te - - 'Dat?' June 2222016 Page. . . 20m Payment Terms: NET 30 Freight Terms: FOB SEE TERMS AND Additional Notes Quotes are vaiid 180 days from issue date. Attached Terms and Conditions are appiicabie to all resuitant orders. Yeariy Maint Agreements provide extended hardware warranty and software upgrades. Each Maint Agreement extends Maint for an additional yea r. See Maint Terms for additional information. HARRIS CORPORATION PO. BOX 9800, MELBOURNE, FL 32902?9800 PH: BOO-3586297 To: LAS VEGAS METRO POLICE PETER ROSSI, SERGEANT LAS VEGAS, NV 89101 Harris Proprietary uotation ?pawl-I. June 15, 2016 Page-'2 1 of2 Ship To: LAS VEGAS METRO POLI CE PETER ROSSI, SERGEANT LAS VEGAS, NV 89101 DISCLOSURE OF THIS DOCUMENT AND THE INFORMATION IT CONTAINS ARE STRICTLY PROHIBITED BY FEDERAL LAW (18 U.S.C.). THIS DOCUMENT CONTAINS HARRIS TRADE SECRET AND CONFIDENTEAL BUSINESS OR FINANCIAL INFORMATION EXEMPT FROM DISCLOSURE UNDER THE FREEDOM OF INFORMATION ACT. THIS DOCUMENT MAY CONTAIN TECHNICAL DATA ACCORDING TO THE DEPARTMENT OF STATE, INTERNATIONAL TRAFFIC IN ARMS REGULATIONS (ITARI, 22 CFR CHAPTER 1, SUBCHAPTER M, PARTS 123430} AND THE DEPARTMENT OF COMMERCE, EXPORT ADMINISTRATION REGULATIONS (EAR), 15 CFR PARTS 730-774. THIS DOCUMENT AND TI-IE INFORMATION IT CONTAINS MAY NOT BE EXPORTED OR SHARED WITH A FOREIGN NATIONAL WITHOUT A VALID EXPORT AUTHORIZATION, BEFORE MAKING OR PERMITTING ANY DISCLOSURE OF THIS DOCUMENT OR THE INFORMATION IT CONTAINS, WHETHER IN FULL OR IN PART, HARRIS SHALL BE GIVEN TIMELY NOTICE AND THE OPPORTUNITY TO CHALLENGE SUCH UNDER APPLICABLE LAW. Qty - .. - . Pa'rthi?mber- Description I [Extended I SPrice-V- II I I i I Remit to Payment: Electronic Funds Transfer Harris Corporation, GCS Citibank Delaware Philadelphia, PA Account No:- ABA No: GCSD MaiI Deposits: Harris GCS PO Box 6759 PhiladeIphia, PA 19170-6759 GCSD Overnight Deliveries: Harris GCS - L86859 Citibank Delaware Lbox Ops 400 White Clay Center Drive Newark, DE 19711 Phone: 302?781-1702 Subtotal Tax $0.00 Freight $0.00 Purchase Price $32,400.00 Piease reference the invoice number with your payment. Payment Terms: NET 30 Freight Terms: FOB DESTINATION, SEE TERMS AND CONDITIONS AdditionaI Notes Harris Proprietary Quotation CORPORATION PO. BOX 9800, RES-11A MELBOURNE, FL 32902?9800 0%ng PH: 800?358?5297 Date June 15, 2016 sage 2 Of2 Quotes are valid 180 days from issue date. Attached Terms and Conditions are applicable to alt resultant orders. Yearly Maint Agreements provide extended hardware warranty and software upgrades. Each Maint Agreement extends Maint for an additional year. See Maint Terms for additionat information. Harris Corporation Government Communications Systems Wireless Products Group Maintenance Agreement Terms and Conditions Effective Date: March 05, 2015 This is a Maintenance Agreement between Harris Corporation, acting through is Government Communications Systems Division, (?Harris") and the Buyer or User of the Equipment (collectively, the ?Buyer"). Harris and the Buyer agree as follows: 1. Definitions. in addition to the terms defined in the Agreement, capitalized terms used herein have the following meanings: a. ?Agreement? means the instrument of contracting; such as a Purchase Order, or other such designation which these terms and conditions of sale for Wireless Equipment, Software and Services are incorporated. b. ?Buyer" means the purchaser of the Equipment, Software, or Services from Harris. c. "Date of Acceptance? means the date when the Customer receives an item of Equipment, Software and/or Services unless Customer otherwise notifies Harris in writing that the Equipment, Software and/or Services was delivered in a defective condition. d. ?Equipment? means any Harris Wireless Products Group hardware and accessories, including components, but excluding any Software or Services. e. ?Harris? means Harris Corporation, acting through its Government Communications Systems Division, Wireless Products Group. f. ?Purchase Order? means the Customer?s purchase order as acknowledged by Harris on its standard acknowledgement form. 9. ?Purchase Price? means the purchase price as identified in the Purchase Order. h. ?Quote? means the price quotation of Harris itemizing the purchase price and includes all exhibits referred to within such Quote, including but not limited to the technical proposal, technical specifications, scope of work, scheduie, the Agreement and any maintenance agreement specificaliy included in the purchase price. i. ?Services" means training, maintenance support, or other services to be provided to Customer as part of the Agreement. 3. ?Software? means software and firmware, including all copies provided to Customer. k. ?User" means the actual end-user of the Equipment if such person or entity is not the same as the Buyer. 2. Standard Limited 'iZ-Month Maintenance Agreement. a. Scope. This Maintenance Agreement applies to ail Harris Equipment purchased under the Agreement and used for the purposes normally intended, except for Equipment specifically excluded. This Maintenance Agreements aiso includes: . Customer Telephone Support (8 am 6 pm ET). . Warranty on hardware. . Notification of and free access to software upgrades as released. b. Term. This Maintenance Agreement is vaiid for one (1) year from the date of Equipment purchase. c. Repair or Replacement. Harris will, at its option, repair or repiace the defective Equipment or defective part of the Equipment without charge to the Buyer. Buyer must notify Harris in writing of any defect within ten (10) days from the date of Buyer?s discovery of the defect. if Harris confirms Harris Corporation Company Confidential that a defect exists and Harris is unable to resolve the problem without having the Equipment shipped to Harris, then Harris will, at its option and its cost, repair or replace the defective Equipment or defective part and return the Equipment to the Buyer, provided however, that the repair or replacement is due to a cause covered under this Maintenance Agreement. The foregoing is the sole and exclusive remedy under this Maintenance Agreement. . Items Excluded from this Maintenance Agreement. The following are not covered under this Maintenance Agreement: a. Defects or failures caused by Buyer or User abuse or misuse of the Equipment. b. Defects or failures caused by unauthorized attempts to repair or alter the Equipment in any way. 0. Items of temporary and/or inherently indeterminate life, such as bulbs, fuses, batteries, etc. . Maintenance Agreement Service Warranty. a. Any repair service performed by Harris under this Agreement is warranted to be free from defects in material or workmanship for sixty (80) days from the date of repair or the remaining term of this Agreement, whichever is longer. All terms and exclusions of this Maintenance Agreement apply to such warranty. b. MAKES NO OTHER AGREEMENTS BEYOND THE EXPRESS MAINTENANCE AGREEMENT AS CONTAINED HEREIN. ALL EXPRESS OR WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE OR MERCHANTABILITY ARE EXCLUDED. IN NO EVENT SHALL HARRIS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES, ARISING FROM OR RELATING TO THE PERFORMANCE OR NONPERFORMANCE OF MAINTENANCE AGREEMENT OR ANY ACTS OR OMISSIONS RELATED TO THE USE OF ANY EQUIPMENT DELIVERED OR SERVICES FURNISHED HEREUNDER, INCLUDING, BUT NOT LIMITED TO, LOSS OF REVENUE, LOSS OF PROFITS, OR LOSS OF BENEFICIAL USE, EVEN IF HARRIS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION SHALL APPLY TO ANY CLAIM OR CAUSE OF ACTION WHETHER IN CONTRACT OR TORT (INCLUDING NEGLIGENCE, OR BREACH OF WARRANTY). . Extended Annual Maintenance Agreement. Upon expiration of the Standard Limited 12-Month Maintenance Agreement as described in Paragraph 2, an Extended Annual Maintenance Agreement may be purchased for the Equipment. Pricing for annual maintenance is available by quote upon written request. Extended Annual Maintenance Agreements will be referenced to the top level serial number of the Equipment for which the original Maintenance Agreement was purchased. Software protocols and peripheral controllers also will be covered under the Extended Annual Maintenance Agreement. However, if an additional software protocol is purchased after the initial purchase of Equipment, the Maintenance Agreement will be extended for one (1) year at no additional cost to the Buyer from the purchase date of the additional protocol. . Payment Terms. Domestic Purchase Orders for Maintenance Agreements require full payment of the Purchase Price prior to the start of the term of the Maintenance Agreement and of Harris? obligation to perform. . Restricted Use. The Equipment covered under this Maintenance Agreement is a restricted use item and can only be sold to authorized US. government agencies, or other authorized users, pursuant to 18 U.S.C. 2510 et seq. Use of Equipment is strictly governed by applicable federal, state and local law associated with the intercept and monitoring of oral communications. Harris Harris Corporation Company Confidential 10. 11. 12. assumes no liability for any use, misuse or improper use of the Equipment and makes no representations as to Equipment suitability for any specific application. Buyer?s right to transfer, setl or assign the Equipment shall be iimtted to authorized law enforcement and government agencies with the prior written consent of Harris. Compliance with Laws. Buyer shall comply with all applicable federal, state and locat laws, reguiations, rules and orders related to the use of the Equipment. U.S. Export License and Transfer Approvals. Buyer represents and warrants that no technical data furnished related to the Equipment shalt be disclosed to any foreign nation, person, firm, or country, nor shall any technical data be exported from the United States without first complying with all requirements of the international Traffic in Arms Reguiations or the Export Administration Regulations (EAR), including the requirement for obtaining any export license if applicable. Buyer shalt first obtain the written consent of Harris prior to submitting any request for authority to export any such technical data. if Buyer receives export controlled information and improperly discloses such information provided Harris properly identified the information as export controlled at the time of Buyer?s receipt, Buyer shall to the fullest extent permitted by law indemnify and hold Harris harmless from all claims, demands, damages, costs, fines, penalties, attorney's fees, and all other expenses arising from failure of the Buyer to comply with this clause or with the or EAR, and from any third party claims or noncompliance by Buyer, its agents or employees. Pricing. The Equipment is being sold in accordance with the current price list published by Harris. Prices and the terms and conditions of sale are subject to change without notice. License. By acceptance of delivery and/or use of the Equipment, Harris grants the Buyer a nonexclusive, nontransferabte, worldwide, paid-up license to use the Software and documentation only on the designated Equipment and in conjunction with the Agreement and with Harris? customary business operations. Buyer shatl not copy the Software and all Software, manuals and associated documentation remain the property of the Harris or of the Software developer or licensor. No transfer of ownership or rights in technical data, patents, copyrights or trade secrets are expressed or implied. Rights to Inventions. All inventions are and shall at all times remain Harris? Confidentiat information. All rights, title and interest in and to the inventions, including all inteliectual property rights, remain vested in Harris, its suppliers or licensors, subject only to the license grant below. For purposes hereof, ?inventions? shall mean and include all ideas, concepts, know?how, techniques, inventions, discoveries, improvements, specifications, designs, methods, devices, systems, reports, studies, computer software (in object or source code), programming and other documentation, flow charts, diagrams and all other information or tangible material of any nature whatsoever (in any medium and in any stage of development or completion) included in or resulting from the Equipment, that are conceived, designed, practiced, prepared, produced or developed by Harris or any of its personnel during the course of Buyer?s use of the Equipment. Harris Corporation Company Confidential Software License Key Reactivation Addendum to Harris Government Communications Systems Division Terms and Conditions of Sate for Wireless Equipment, Software and Services Effective Date: February 28, 2011 This Addendum (the ?Addendum?) to the Harris Government Communications Systems Division Terms and Conditions of Sate for Wiretess Equipment, Software and Services (the ?Agreement?) will appty to alt Orders received from Customer for Equipment and/or Software purchased under the Agreement. in order to maintain the functionality of the Software purchased under the Agreement, as well as to be eligible for any new Software updates and upgrades, Customer agrees to the following: 1. Annual Software License Kev Reactivation. Customer reactivate the Software license key annuaily on or before the date of the one (1) year anniversary of the Agreement or, if the one (1) year anniversary date falls on a weekend or a federal holiday, on the first business day thereafter. To reactivate the Software license key. Customer must tog onto the Harris WPG lnternet website at or contact Harris Customer Support at 1-800?358?5297 to obtain a Software license key to renew the software for one (1) additional year. Customer acknowtedges that timeiy reactivation of the Software license key is soieiy Customer's responsibility and Harris will not provide advance notification of Customer?s annual reactivation deadline. Faiiure to timely and property reactivate the Software license key may affect the operation of the Equipment and/or Software. Annual Certification. As part of the annual Software license key reactivation process, or as otherwise requested by Harris, Customer wiit certify that Equipment and/or Software purchased under the Agreement remains in Customer's sole possession; or that Equipment has been lost, stolen, damaged or destroyed. Customer acknowledges and agrees that it will maintain possession of the Equipment at all times. Customer also acknowledges and agrees that if it transfers, seils, leases, conveys or otherwise provides the Equipment to a third party without the prior written permission of Harris, then Customer will void its software ticense. Page 1 1. fotlowing terms used herein have the foliowing meanings: Page i of 7 HARRIS GOVERNMENT COMMUNICATIONS SYSTEMS TERMS AND CONDITIONS OF SALE FOR DOMESTIC WIRELESS EQUIPMENT, SOFTWARE, AND SERVICES De?nitions: in addition to the terms de?ned elsewhere, the a. ?Agreement? means the instrument of contracting; such as a Purchase Order, or other such designation which these terms and conditions of sale for Wireless Equipment. Software and Services are incorporated. b. ?Customer" means the purchaser of Equipment. Software. or Services from Harris. c. ?Date of Acceptance? means the date when the Customer receives an item of Equipment. Software andlor Services in an undamaged or non-defective condition. d. "Environmental Laws" means any law or reguiation in any iurisdiction worldwide applicable to the Agreement and includes but it is not limited to the recycling or treatment of waste equipment including the laws implementing the Directive. e. "Equipment" means any hardware, including components. but exctuding any Software or Services. f. "Harris" means Harris Corporation. acting through its Government Communications Systems. 9. "Maintenance Agreement" means a separate agreement for maintenance of the items procured hereunder; such services are not inciuded in this Agreement h. ?Purchase Order" means the Customer?s purchase order as acknowiedged by Harris on its standard acknowledgement form. i. ?Purchase Price? means the purchase price as identi?ed in the Purchase Order. j. "Quote? means the price quotation of Harris itemizing the purchase price and ail exhibits referred to within such Quote, including but not limited to the technical proposal, technical speci?cations. scope of work, scheduie. the Agreement and any Maintenance Agreement speci?calty inciuded in the purchase price. k. ?Services" means, training. maintenance support. or other services to be provided to Customer as part of the Agreement. i. "Software? means software and ?rmware. inciuding all copies provided to Customer. Directive? means the European Union Directive on Waste Eiectricai Equipment and includes any and ail national taws and regulations, whether civil, criminal, administrative. in any jurisdiction giving effect to that meaning including, but limited to, statutes and subordinate iegislation. ordinances permits. common law, local laws. judgments, and any notices. orders, directions. instructions or decisions of any Competent authority The Customer warrants that it has legal authority to iawfutly employ the Equipment and witl do so oniy in such a manner and for such purposes. The Customer also warrants that it has obtained the requisite coordination for the acquisition and use of the Equipment with the appropriate US. Government agencies. Harris assumes no tiability for any use. misuse or improper use of the Equipment and makes no representations as to Equipment suitability for any specific appiication. Customer shall not transfer. sail or assign the Equipment and/or Software without the prior written consent of Harris. The customer shall not in any civii or criminal proceeding, use or provide any information concerning Harris Equipment and/or Software beyond the evidentiary resuits obtained through the use of Equipment and/or Software without the prior written consent of Harris. The Customer shall notify Harris if it receives a request pursuant to the Freedom of information Act (5 U.S.C. section 552) or an equivalent state or Iocat law. the civii or criminal discovery process. or other judicial. iegislative. or administrative process to disclose information regarding Harris Equipment andlor Software. a. in the event that any of the Equipment or Software purchased under this Agreement is lost or stolen, the Customer shall contact the Harris Help Desk at 1-800" 358-5297 within 3 business days. Customer shaii provide the Part Number and Sena! Number of the Equipment and/or Software and a summary of facts surrounding the incident. Failure to comply with this requirement may resuit in Harris not accepting future orders from the Customer. 3. ProposatIQuote Vatidity. Prices quoted are valid for 180 days from the date of Quote. After the expiration of the 180?day period. Harris may modify its prices or extend the validity period. 4. Acceptance - Modification of Terms. The Agreement will be deemed accepted by Customer upon the ?rst to occur of Customer's issuance of the Purchase Order; or (ii) Harris? commencement of performance under the Agreement. in either such event any additionai or different terms proposed by Customer are rejected unless expressly approved in writing by Harris. No communication from Customer that in any way differs from or adds to the Agreement, irrespective of whether or not Harris reasonabiy objects thereto, wilt be binding upon Harris unless such different or additional terms are agreed to in writing by both Harris and Customer. 5. Taxes. All prices quoted are exciusive of alt applicable sales. use. excise. and other taxes. duties. fees, or charges. Unless evidence of valid tax exempt status and/or resale certificate is provided by Customer prior to shipment. Harris shat! add and Customer shaft pay all such applicable taxes or charges tevied or imposed to the invoice for the Equipment. Software. and/or Services. 2. Restricted Use. All Wireless Equipment andlor Software soid by Harris provides the Customer with a capability that is restricted and otherwise controlled under United States Code Title 18. Use of Equipment andlor software is strictiy governed by applicabte federal, state and local law associated with electronic surveillance. The Customers obilgation to protect Equipment, Software and Services information includes. but not iimited to. the names of speci?c products. pricing. technical and performance data. The customer shalt not disclose. distribute. or disseminate any information regarding Customers purchase or use of Harris Equipment to the pubiic in any manner including but not limited to: in press reieases. in court documents andior proceedings, internet. or during other puhiic forums or proceedings. 6. Shipping and Delivery. Unless otherwise stated in the Agreement, ail prices and terms are F.O.B. Destination and inctude freight charges. Harris may ship Equipment in multipie lots and Customer agrees to accept such multipte shipments and pay for each lot in accordance with the payment terms set forth herein. 7. Titie and Risk of Loss. Title to and risk of loss for Equipment and Software media soid under the Agreement wiil pass to Customer upon receipt of equipment. Harris May 2013 Page 2 of 7 HARRIS GOVERNMENT SYSTEMS TERMS AND CONDITIONS OF SALE FOR DOMESTIC WIRELESS EQUIPMENT, SOFTWARE, AND SERVICES 8. Payment Terms. a. Payment for an invoice is due within 30 days from the date of the invoice. Late payment will accrue interest to the outstanding batance at the lower oi 1.5% per month. or (ii) the highest rate allowed bylaw. b. Domestic Purchase Orders (not including Maintenance Agreements) are for shipments of Equipment, Software andlor Services to be delivered or Services to be performed within the continental United States and Canada. Harris wiil submit an invoice within 30 days of the Date of Acceptance of an individual delivery of Equipment, Software or performance of Services as identi?ed in the Purchase Orders. 9. Annual Maintenance Agreement. Upon expiration of the warranty period, Customer may execute a separate maintenance agreement with Harris for Equipment and/or Software. Such maintenance agreements are available for a percentage of the originat Purchase Prices of the Equipment andlor Software. Annual maintenance agreements include: a. Customer tetephone support during normal business hours, excluding holidays (Monday through Friday. Eastern Time). b. Additional 12-month warranty on Equipment, with respect to the Equipment Maintenance Agreement. c. For Software Maintenance Agreements Harris will provide noti?cation of and free access to Software upgrades as de?ned in the maintenance agreement. 10. Equipment Return Policy. a. Equipment Damaged in Shipment. Upon receipt of shipments, Customer should open and inspect all boxes immediately for possible freight damage. If damage is found, Customer must notify the delivery carrier within 48 hours and request an inspection from the freight carrier. After notifying the delivery carrier of damage, Customer will contact Harris for further instructions. Damaged Equipment may not be returned without Harris? prior authorization. For Equipment returned under this paragraph the Date of Acceptance shall be adjusted to re?ect the date repaired or undamaged Equipment is received. b.ltems Shipped in Error. if the Customer receives Equipment andlor Software in error. the Customer wilt notify Harris and Harris wilt provide return instructions, pay shipping costs (provided Harris? instructions are followed) and provide a Return Material Authorization (RMA). Customer wilt retain the Equipment's original packing material for use in return shipment to Harris. 0. Defective Equipment. Equipment is provided with either Harris' standard equipment warranty or the manufacturer?s standard equipment warranty. Upon discovery of a defect or other warranty-related problem. Customer shall promptiy contact Harris for warranty support. Customer agrees not to return the Equipment until a service representative has issued an RMA, inciudlng a form which Customer must ?ll out describing the nature of the Equipment defect. Harris May 2013 d. Other Reasons. if Customer desires to return Equipment for other reasons, Customer must contact Harris for a RMA number. Harris' customer service representative wilt require a clear statement of the reason for the return request. Upon approval of Customer's request, an RMA will he issued. Customer wiil not return any Equipment without an RMA. Equipment being returned may be subject to restocking and other charges. CUSTOM MANUFACTURED OR ORDER ARE NOT RETURNABLE. e. Upon Receipt of a Return Authorization. RMA numbers must appear on each individual package being returned. Customer is responsible for ensuring the safe return of Equipment for the foil invoice amount and ail shipping costs. Harris may refuse shipments of Equipment returned without a vaiid RMA number. Ail Equipment being returned for credit must be returned in a timely manner and in good condition. it Equipment shows evidence of damage, wear and tear. or if components or accessories are missing, then Harris at its sole judgment may reduce any credit agreed to prior to receipt of the Equipment. 11. Limited Warranty. a. Harris warrants the Equipment and Software ordered hereunder as of the Date of Acceptance to be substantially free from defects in material and workmanship. Harris' liabitity under this Limited Warranty will commence on the Date of Acceptance of the individual item of Equipment and Software and wilt terminate after 12 months. Written notice of any defects will be given to Harris upon discovery and Harris will correct such defects by repair or replacement. at its option, without charge. Harris uses new and reconditioned parts to complete repairs and repiacements under the terms of this warranty. Defective articies wiil not be returned to Harris without the prior written authorization of Harris. Cali 1-800-358-5297 to obtain a Return Materiat Authorization (RMA) number. Harris will determine, in its sole discretion. existence and cause of the claimed defect. Speci?cally excluded from the terms of this Limited Warranty are any defects which occur as a result of: i. Acts of God. ii. Physicai impact. crash or foreign object damage. improper instailation, use. maintenance, storage, modification or alteration by the Customer or its Customer. iv. The Customer's (or its customer's) operation of the Equipment deiivered under this Agreement with any accessory, equipment or part not speci?cally approved by the Harris unless the Customer furnishes ciear and convincing evidence that such accessory. equipment, or part was not a cause of the defect v. Normal wear and tear. (The Customer recognizes that certain parts have a limited service life and will wear out through normal use). vi. Equipment or Software subjected to misuse. detrimental exposure or negligence. Page 3 of 7 HARRIS GOVERNMENT COMMUNICATIONS SYSTEMS TERMS AND CONDITIONS OF SALE FOR DOMESTIC WIRELESS EQUIPMENT, SOFTWARE, AND SERVICES b. Harris is not responsible under this provision for defects with respect to items not provided by Harris or its subcontractors. . For purposes of Harris? warranties for Equipment and Software media, a "defect" is de?ned as a failure of any unit or component manufactured or supplied by Harris that is not attributable to unauthorized modi?cation or atteration, misuse or tack of care in operation. maintenance or handting. Customer's written notice of the defect must inciude a description of the defect with detailed information reasonably suf?cient for Harris to identify the defect and determine its probable cause. Components or parts that Customer claims to be defective must be availabie to Harris for inspection and testing. Customer may not return defective Equipment, components or parts without ?rst obtaining an RMA and instructions from Harris. Customer is solely responsible for US. Customs and Border Protection clearance or permissions for all replacement parts. .CLAIMS UNDER ANY OF THE FOREGOING WARRANTIES ARE WAIVED UNLESS MADE WITHIN THE EQUIPMENT WARRANTY PERIOD IN THE CASE OF EQUIPMENT, OR WITHIN THE SOFTWARE WARRANTY PERIOD IN THE CASE OF SOFTWARE. NO PERSON IS AUTHORIZED TO GIVE ANY OTHER WARRANTIES OR TO ASSUME ANY OTHER LIABILITIES ON BEHALF, UNLESS MADE OR ASSUMED IN WRITING BY A DULY AUTHORIZED REPRESENTATIVE OF HARRIS. LIABILITY FOR BREACH OF ANY OR ALL WARRANTIES FOR EQUIPMENT, SOFTWARE. SERVICES AND LICENSED HARRIS PROGRAMS IS EXPRESSLY LIMITED TO THE REPAIR, REPLACEMENT, OR REFUND OF THE PURCHASE PRICE OF SUCH DEFECTIVE EQUIPMENT OR SOFTWARE, LESS A REASONABLE CHARGE FOR USE. IN NO EVENT WILL HARRIS OR ITS LICENSORS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES BY REASON OF ANY BREACH OF WARRANTY OR DEFECT IN MATERIALS OR WORKMANSHIP. HARRIS WILL NOT BE REQUIRED TO REPAIR. REPLACE, OR REFUND TNE PURCHASE PRICE OF EQUIPMENT OR SOFTWARE WHICH HAVE BEEN SUBJECTED TO NEGLECT, ACCIDENT, OR IMPROPER USE, OR WHICH HAVE BEEN ALTERED OTHER THAN BY AUTHORIZED HARRIS PERSONNEL. . THIS WARRANTY CONSTITUTES SOLE AND EXCLUSIVE LIABILITY HEREUNDER AND SOLE AND EXCLUSIVE REMEDY FOR DEFECTIVE OR NON-CONFORMING EQUIPMENT, SERVICES, AND SOFTWARE. THE FOREGOING WARRANTIES ARE IN LIEU OF ALL OTHER WARRANTIES (EXCEPT AS TO TITLE), WHETHER ORAL OR WRITTEN, EXPRESS OR IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY, ANY IMPLIED WARRANTY OR CONDITION OF FITNESS FOR A PARTICULAR PURPOSE, OR ANY WARRANTY OR CONDITION ARISING OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, OR CUSTOM OR USAGE OF TRADE. CUSTOMER AGREES THAT NO CIRCUMSTANCE CAUSING CUSTOMER EXCLUSIVE AND LIMITED REMEDIES TO FAIL IN THEIR ESSENTIAL PURPOSE WILL INCREASE OR EXTEND ANY HARRIS WARRANTY. Harris May 2013 12. Repairs. To repair any Vi?retess products Equipment after the 12~month warranty has expired, Customer may calt 1600-3585297 to obtain an RMA number and a quote for the estimated cost for repair. a. Repair Poticy. To affect a repair on a Wireless Product, the Equipment and/or Software should be returned to the Harris? factory with a written description of the failure mode. Out-of?warranty repairs apply to any Equipment and/or Software whose standard 12-month warranty has expired, no Maintenance Agreement has been purchased and paid for, andfor any Equipment and/or Software damaged in a manner not covered by the standard warranty, including any defects which occur as identi?ed under 11.a above. Equipment and/or Software shoutd not be returned to the Harris? factory without an RMA. Cali 1- 800-358-5297 to obtain an RMA number. b. Support Policy. Harris provides free help desk support throughout the warranty period and Maintenance Agreement of purchased Equipment and/or Software. Technical support is availabie Monday through Friday, during normat business hours (Eastern Time) exctuding hotidays, via the help desk support center at t-800?358- 5297. 13. Software License. a. Subject to full payment of the Purchase Price by Customer, Harris grants to Customer a nontransferable (except as expressly provided herein), nonexclusive license to use the Software (software, ?rmware, and documentation) in connection with use of the Equipment purchased hereunder. The Software furnished with the Equipment wilt be of the latest generation availabie at the time of shipment of the Equipment. Harris is under no obiigation to supply updates to the Software except where expressly agreed to by the parties in writing. b. This license is limited to object code programs and related documentation only and does not appty to any of the corresponding source code or program listings. c. Customer acknowledges that Harris (or its licensor) has vaiuabie property rights in the Software, and the Software wilt continue to be the sote and exctusive property of Harris or its licensor. Customer will obtain no title or rights to the Software. All rights in patents, copyrights and trade secrets in relation to the Software will continue to be vested in Harris or its iicensor. d. Customer will keep the Software con?dential by affording access to the Software oniy to those of its empioyees, agents. or consultants having a need to know and having such individuais agree in writing to the obligations contained herein. In addition, Customer will employ its best efforts to prevent any unauthorized use, copying, publishing, reproducing, or disclosing of the Software and wilt treat the Software with the same care as its own con?dentiat information. e. The Software may be used oniy in conjunction with the Equipment purchased hereunder. Customer may not rent, lease, transfer. network, display, or distribute the Software, nor may Customer reverse engineer, disassembie, decompile. modify, alter, transtate, or adapt the Software or create any derivative thereof, except where expressly agreed to by the parties in writing Page 4 of 7 HARRIS GOVERNMENT COMMUNICATIONS SYSTEMS TERMS AND CONDITIONS OF SALE FOR DOMESTIC WIRELESS EQUIPMENT, SOFTWARE, AND SERVICES f. Customer acknowiedges that a vioiation of this Agreement would cause irreparable iniury to Harris or its licensor. and that Harris or its iicensor wili be entitled, in addition to any other rights and remedies it may have, at law or in equity. to an injunction enjoining and restraining Customer from doing or continuing to do any such act and any other vioiations or threatened violations of this Agreement. Furthermore, Customer agrees that it Harris or its licensor shouid waive any breach of any provision of this Agreement, it not thereby be deemed to have waived any preceding or succeeding breach of the same or any other provision of this Agreement. if Customer seiis or otherwise disposes of Customenowned media on which any Software is ?xed, such media must be erased before any sale or disposai. 14. Avaitability DiscontinuedlLast Time Buy. Harris makes no representation about the continued avaitabitity of the Equipment and Software. Harris reserves the right, in its sole discretion, with or without notice, without incurring any to Customer or otherwise whether in contract or tort, to discontinue manufacturing or setting any Equipment and Software at any time or from time to time. Harris may within its soie discretion provide Customer with an opportunity to purchase such quantities of the Equipment or Software as Customer estimates it may need (?last time buy") within 30 days of Customer?s receipt of notice from Harris. Customer's test time buy rights are limited to products available in Harris' inventory at the time of Customer?s request. Harris will provide warranty services and make spare parts available to Customer for a period of one (1) year after notice by Harris to Customer that the Equipment has been discontinued or for a period of 90 days after notice to Customer that the Software has been discontinued. 15. intellectual Property Indemnification. a. in the event any Equipment to be furnished under this Agreement is not to be made in accordance with drawings. samples or manufacturing specifications designated by Customer. but rather is the design of Harris. Harris agrees that it wilt, at its own expense and at its option, defend or settie any ctaim, suit, or proceeding brought against Customer or any customer of Customer. based on an atlegation that the Equipment furnished under this Agreement constitutes a direct or a contributory infringement of any ciaim of any United States patent. mask work. copyright or any other intellectual property right. This obligation will be effective only if Customer wilt have made alt payments then due and if Harris is noti?ed of said atlegation in writing and given authority. information. and assistance for the settlement or defense of said ciaim, suit. or proceeding. Harris pay alt damages and costs assessed in such suit or proceedings. in the event of a ?nal adjudication by a court of competent jurisdiction that the Equipment or any part thereof infringes or violates any third party inteltectual property right or if the use or sale thereof is enjoined, or if the provisions of any negotiated settiement Agreement prohibit the use of the product. Harris wiil at its soie option and its own expense, either i. Procure for Customer the right to continue using the Equipment; ii. Reptace it with a substantiaily equivalent non?infringing equipment; Modify it so it becomes non-infringing but substantialiy equivaient; or iv. if none of the above is reasonably availabie, terminate the Customer's right to use the Equipment and return to the Customer a pro-rata portion of the price originally paid by Customer to Harris represented by the remaining useful life of the Equipment as a percentage of the total usefui life Harris May 2013 h. The foregoing indemnity does not apply to the foltowing: i. infringement by a combination of Equipment furnished under this Agreement with other equipment not furnished hereunder uniess Harris is a contributory infringer; ii. infringement resulting from changes or modi?cations made to or from the Equipment by the Customer; Any settlements of a ctaim, suit. or proceeding made without Harris' written consent; and iv. Any Equipment to be furnished under this Agreement which is to be delivered to the United States Government. c. The foregoing states the entire of Harris with respect to infringement or violation of third party inteliectual property rights in connection with Equipment furnished under this Agreement. d. in the event any Equipment to be furnished under this Agreement is to be made in accordance with drawings. samples or manufacturing speci?cations designated by Customer and is not the design of Harris, Customer wilt, to the fullest extent permitted by applicable iaw, defend and hoid Harris harmtess to the same extent and subject to the same requirements as set forth in and above. Shouid the Customer be the United States Government, the Customer agrees to incorporate FAR 52.227-1, Authorization and Consent, in any Purchase Order or Contract. 16. Technical Data and inventions. a. Unless speci?cally agreed to by Harris and expressly identi?ed and priced in the Agreement as a separate item or items to be delivered by Harris, the sale of Equipment. Software and Services under the Agreement confers on Customer no right in, license under. access to. or entitlement of any kind to any of Harris' technical data inciuding, but not limited to design. process technology, software and drawings, or to any of Harris' inventions (whether or not patentable), irrespective of whether any such technical data or invention or any portion thereof arose out of work performed under or in connection with the Agreement. and irrespective of whether Customer has paid or is obligated to pay Harris for any part of the design or development of the Equipment, Software or Services. b. Harris wiil not be obliged to safeguard or hold confidential any data whether technical or otherwise, furnished by Customer for Harris? performance of the Agreement unless (and onty to the extent that) Customer and Harris have entered into a separate written confidentiality agreement. c. Customer wilt not violate Harris? copyright of documents or Software or disclose i-iarris? con?dential or proprietary data to others without Harris' written permission. d. Ail inventions are and shall at ail times remain Harris's con?dentiai or proprietary information. Ali rights, title and interest in and to the inventions, including all inteliectual property rights, remain vested in Harris, its suppiiers or licensors. subject only to the ticense grant beiow. "inventions? shalt mean and include ail ideas, concepts, know~how, techniques, inventions. discoveries, improvements, speci?cations, designs, methods, devices. systems. reports, studies. computer software (in object or Page 5 of 7 HARRIS GOVERNMENT SYSTEMS TERMS AND OF SALE FOR DOMESTIC WIRELESS EQUIPMENT, SOFTWARE, AND source code), programming and other documentation, flow charts. diagrams and all other information or tangible material of any nature whatsoever (in any medium and in any stage of development or completion) included in or resulting from the work contemplated hereunder, that are conceived. designed, practiced. prepared, produced or developed by Harris or any of its personnel during the course of performance of any Work. 17. Excusable Delay. a. Harris will be excused from performance under the Agreement and will not be liable to Customer for delay in performance attributable, in whole or in part, to any cause beyond its reasonable control, including. but not limited to, actions or inactions of government whether in its sovereign or contractual capacity. judicial action. war, civil disturbance, insurrection, sabotage, act of public enemy or terrorism, labor dif?culties, failure or delay in delivery by Harris? suppliers or subcontractors. transportation dif?culties. shortage of energy, materials, labor or equipment, accident, ?re, flood, storm or other act of nature. Customer?s fault or negligence or where compliance with any applicable environmental law or regulation by Harris is not reasonably technologically or economically feasible, or would otherwise require Harris to change its manufacturing process. b. in the event of an excusable delay, Harris will make commercially reasonable efforts to notify Customer of the nature and extent of such delay and (1) Harris will be entitled to a schedule an extension on at least a day~for-day basis, and (2) if the delay is caused by Customer's fault or negligence. Harris will be entitled to an equitable adjustment in price under the Agreement. 18. Termination. Either party may terminate this Agreement if the other party defaults in a material respect under this Agreement and fails to cure such default within thirty (30) days after receiving written notice from the other party of such default. if Harris terminates this Agreement based on the Customer's breach, then Harris will be entitled to damages, including any lost pro?ts Harris would have realized. had Harris been permitted to perform in accordance with the Agreement. Customer also will be liable for all costs to Harris resulting from Harris' attempt to enforce its rights hereunder. including, but not limited to collection agency fees, attorney fees, court costs, etc. 19. Export and Re-Export Restrictions. a. Customer acknowledges that the Equipment and Software sold or licensed to it by Harris under this Agreement may be subject to export controls under the laws of the United States or Canada. Customer will not export or re-export the Equipment or Software, technology, or products manufactured from the technology that are the subject of the Agreement in violation of the export control laws of the United States or Canada. Customer will. to the fullest extent permitted by applicable law defend and hold Harris harmless from and against any loss, damage. or liability arising out of Customer?s failure to comply with this Section 19. The Customer will supply to the Harris on a timely basis all necessary information and documentation requested by Harris in order to permit the Harris to export the Equipment, Software and/or Services with respect to any Purchase Order issued by the Customer hereunder, in accordance with the terms of this Agreement. Harris May 2013 b. To the extent any technical data is exchanged between the parties, the receiving party represents and warrants that no technical data furnished to it by the disclosing party shall be disclosed to any foreign nation, ?rm, or country, including foreign nationals, employed by or associated with the receiving party, nor shall any technical data be exported from the United States without first complying with all requirements of the International Traffic in Arms Regulations or the Export Administration Regulations (EAR), including the requirement for obtaining any export license if applicable. The receiving party shall ?rst obtain the written consent of the disclosing party prior to submitting any request for authority to export any such technical data. The receiving party will. to the fullest extent permitted by applicable law defend and hold the disclosing party harmless for all claims, demands, damages. costs, fines, penalties, attorney's fees. and all other expenses arising from failure of the receiving party to comply with this Section 19 or with the and EAR. c. Harris will not provide, or be responsible for obtaining any US. Government export licenseslapprovals to provide any technical information, data or technical services to Customer or Customer's representatives, consultants or agents who are "foreign persons" as de?ned in the Customer has the sole responsibility for obtaining necessary U.S. Government export licenses/approvals for any transfer of Equipment, Software or Services to Customer hereunder to Customer's representatives, consultants or agents who are such "foreign persons." Further. Harris will not be responsible for late delivery, delay or nonperformance under this Agreement due to the US. Government's delay or denial of any license that is Customer's responsibility to obtain. 20. Compliance with Waste Recycling Laws. Customer acknowledges and agrees that the supply of the Equipment by Harris to the Customer, and the resale or re?supply of the Equipment by the Customer. may give rise to obligations for Harris and the Customer under applicable environmental laws or regulations as defined herein. The Customer will be responsible for the collection, recycling, reuse and disposal of the Equipment in compliance with such Environmental Laws. "Environmental Laws" means any law or regulation in any jurisdiction worldwide applicable to the Agreement and includes but it is not limited to the recycling or treatment of waste equipment including the laws implementing the Directive as defined hereinafter. Directive" means the European Union Directive on Waste Electrical Equipment and will include any and all national laws and regulations, whether civil, criminal, administrative, in any jurisdiction giving effect to that meaning including, but limited to. statutes and subordinate legislation, ordinances permits, common law, local laws, judgments, and any notices, orders, directions, instructions or decisions of any competent authority. Harris may arrange for services, paid for by Customer. to recycle or dispose of Harris manufactured products in compliance with the Environmental Laws. The Customer will to the fullest extent permitted by applicable law defend and hold Harris harmless against all expenses, costs, claims. liabilities or damage of any nature incurred by any of them relating to the collection, recycling, reuse and disposal of any Equipment or otherwise arising in connection with their respective obligations under the Environmental Laws. or by reason of any failure or alleged failure by the Customer to comply with its obligations under the Environmental Laws. The Customer will provide Harris Page 6 of 7 HARRIS GOVERNMENT COMMUNICATIONS SYSTEMS TERMS AND CONDITIONS OF SALE FOR DOMESTIC WIRELESS EQUIPMENT, SOFTWARE, AND SERVICES with such compliance plans or other documents and information that Harris may reasonably request to enable Harris and its af?liates to verity and prove to any enforcement agency the compliance by the Customer and Harris of their respective obligations under this Section and/or the Environmental Laws. 21. Limitation of Liability. NOT ANYTHING IN THIS AGREEMENT TO THE CONTRARY, UNDER NO CIRCUMSTANCES WELL HARRIS BE FOR (A) ANY SPECIAL, INCEDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES REGARDLESS OF THE CAUSE, EVEN lF SUCH DAMAGES ARE FORESEEABLE, OR (B) LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR LOSS OF USE EVEN iF HARRIS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION WELL APPLY TO ANY OR CAUSE OF ACTION WHETHER lN CONTRACT OR TORT (INCLUDING NEGLIGENCE, STRICT LIABILITY OR BREACH OF WARRANTY). IN NO EVENT WILL LIABILITY TO CUSTOMER OR ANY PARTY CLAIMING THROUGH CUSTOMER EXCEED THE ACTUAL PURCHASE PRICE PAID BY CUSTOMER FOR ANY EQUIPMENT, SOFTWARE OR SERVICES SUPPLIED HEREUNDER. THIS SECTION WILL SURVIVE THE TERM OR EXPIRATION OF THIS AGREEMENT. CUSTOMER AGREES, TO THE FULLEST EXTENT PERMIITED BY APPLICABLE LAW, TO HOLD HARMLESS AGAINST ALL LOSS OR LIABILITY FROM CLAIMS BY CUSTOMER OR A Tt'iiRD PARTY ARISING OUT OF OR RELATING TO OPERATEON, OR USE OF THE EQUIPMENT OR SOFTWARE. 22. Applicable Law, Venue, and Jurisdiction. The Agreement, and any disputes rotated thereto, will be governed by and interpreted in accordance with the laws of the State of Florida, USA, without regard to conflict of law principles. The parties speci?cally exclude the application of the United Nations' Convention on Contracts for the international Sale of Goods to the Agreement, to the contractual relationship created under the Agreement, and to the construction, validity, enforcement, and interpretation of the Agreement. The parties agree that the exclusive venue for any action arising out of or related to the Agreement will be in the courts with the appropriate jurisdiction located in Brevard County, Florida, and each party irrevocably submits to the jurisdiction of each such court in any such action and waives any objection it may now or hereafter have to venue or personal jurisdiction in each such court. The prevailing party in any action rotated to the dispute or interpretation of the Agreement will be entitled to recover its reasonable attorneys fees incurred in pursuing the action, including those fees incurred throughout all bankruptcy and appellate proceedings. 23. Jury Waiver. Customer and Harris further agree, to the extent permitted by law, to waive all rights to a trial by jury of any action relating to the dispute or interpretation of the agreement, whether sounding in contract, tort, or othenrvise. The parties speci?cally acknowledge that this waiver is made knowingly and voiuntariiy after an adequate opportunity to negotiate its terms and that such waiver is material consideration for the sale and purchase contemplated hereby. 24. Assumption of Risk. Each party hereto acknowledges the risks of its undertakings hereunder, the uncertainty of the bene?ts and obligations hereunder, and its assumption of such risks and uncertainty. Each party has conducted its own due diligence and requested and reviewed any contracts, business plans, ?nancial documents and other written material as in such party?s opinion witl be the basis of that party?s decision to enter into the Agreement. Harris May 2013 25. Reliance on Counsel and Other Advisers. Each party has consulted such legal, financial, technical or other experts it deems necessary or desirable before entering into the Agreement. Each party represents and warrants that it has read, knows, understands and agrees with the terms of the Agreement, and the Agreement will not be construed against either party as the drafter. 26. Compliance with Applicable Laws. Customer warrants that Customer wiil comply with any and all applicable US. federal, state and local laws, and will operate in good faith to comply with other laws and regulations and industry best practices. applicable to such party?s performance hereunder, and will act to correct any noncompliance once identi?ed. 27. General Provisions. a. . Orders Publicity. Neither party will, without the prior written consent of the other party: issue any news release, public announcement, denial or con?rmation of this Agreement or its subject matter; or in any manner advertise or publish the fact of this Agreement. . Disputes. The parties will to the fuilest extent practical resolve disputes through collaborative procedures. To that end, any and ail disputes between the parties witl be quickly addressed to prevent such disputes from causing contractual or performance problems. . Assignment. Customer will not assign any of its rights under this Agreement, voluntarily or involuntarily, whether by merger, consolidation, dissolution, operation of law or any other manner. Any purported assignment of rights in viotation of this Section is nuli and void. . Enforceability. if any provision of this Agreement is held invalid, illegal or unenforceable, the validity, legality or enforceability of the remaining provisions will, to the extent of such invalidity, illegality, or he severed, but without in any way affecting the remainder of such provision or any other provision contained herein, all of which wilt continue in full force and effect. . No Waiver. Waiver or failure by Harris to enforce any of the terms or conditions hereunder or the delay in exercise of any of its remedies or any terms or condition herein, will not be a future waiver of any such right, or be a waiver of any other term. condition or remedy contained herein. . Headings. Headings in this Agreement are provided for convenience only and do not affect this Agreements construction or interpretation. issued under Government Prime or Subcontracts. in the event this Agreement relates to a US. federai government prime contract or subcontract, nothing contained in this Agreement will be construed to authorize the waiver of any provision of law as prescribed in Federal Acquisition Regulation (FAR) Part 12, or terms as set forth in the current version of FAR 52.244-6, Subcontracts for Commercial items, if applicable. Page 7 of 7 HARRIS GOVERNMENT COMMUNICATIONS SYSTEMS TERMS AND CONDITIONS OF SALE FOR DOMESTIC WIRELESS EQUIPMENT, SOFTWARE, AND SERVICES h. Notices. Ail notices must be in writing and wiil be effective when received by personat detivery, (2) registered, certified, or nationaliy recognized overnight mail, proof of receipt requested, and (3) facsimiie, if con?rmed within three (3) business days by one of the other methods herein. at the addresses or facsimile numbers indicated or to such other addresses or facsimile numbers as the parties may specify by giving notice pursuant hereto. A copy of ali notices must be sent to Harris Corporation. PO Box 37, Mail Stop: R5lttA, Melbourne, FL 32902. Attention: Contracts Manager i. English Language. The parties con?rm that it is their wish that this Agreement, as well as any other documents relating hereto including notices, have been and will be drawn up in English only. j. GSA. Alt purchase orders issued under the Generai Services Administration (GSA) Schedule are subject to the GSA Terms and Conditions which wilt supersede alt other terms and conditions provided. k. Survivability. The foilowing provisions shall survive the compietion or termination of this Agreement: Section 2 (Restricted Use), Section 11 (Limited Warranty), Section 13 (Software License), Section 15 (lnteilectuai Property indemni?cation), Section 19 (Export and Re?export Restrictions), Section 21 (Limitation of Liability), Section 22 (Appticable Law, Venue and Jurisdiction), Section 23 (Jury Waiver), and Section 27 (General Provisions). 28. Entire Agreement. The Agreement supersedes alt previous proposals, negotiations, conversations, and understandings, whether oral or written, and constitutes the sets and entire agreement between the parties pertaining to the subject matter hereof. No modi?cation or deletion of, or addition to these terms, wilt be binding unless made in writing and signed by duly authorized representatives of both parties. Harris 603 Customer Signature Signature Name Name Date Date Harris May 2013 Las Vegas Metropolitan Police Department Purchasing and Contracts 400 S. Martin L. King Bivd. Bidg. 8 4th ?oor Les Vegas, NV 89106 Phone:(702) 828?5788 Fax:(702) 828-0146 Tax ID No. 8845000028 Blanket Purchase Order 4300018461601 Page I 012 Order Date 07/01/2012 Vendor Address Last change date Number508766 Payment Terms Net 30 Days HARRIS PROD GRP I ENSTALLED Po BOX 9800 M18 R5-11A ?ms MELBOURNE FL 32902-9800 Inco Termsif?art 2) Fax: 703?828-1525 Validity Period 07/01/2012~06/30/2013 Reference Number 0601214?08 Address Confirmation By LAS VEGAS METROPOLITAN POLICE DEPT Contact Person ANDREA SWIFT BUDGET ACCOUNTING phone Number 70243284455 400 MARTIN KING BLVD BLDG 4th FLR LAS VEGAS NV 89106 BeiiveryAddress LAS VEGAS METROPOLITAN POLICE DEPT LOGISTICS BUREAU 3141 SUNRISE AVE LAS VEGAS NV 89101 In accordance with the Terms Conditions of CBE #801214-08 approved 07/17/08 FIN Agreement No; 4660000297 Item Materiai/Description Quantity UOM Unit Price Net Amount 10 MAINTENANCE AGREEMENT - - In accordance with the Terms Conditions of CBE #601214~08 07/17/08 FIN Term 7/1/2012 through 6/30/13 Line 10: Communications Hardware Annuai Maintenance per described on quote- 06/05/2012. Please contact Sgt. Rossi or Lt. Guedry at with any questions regarding this PO. Item compieteiy delivered Total 40,800.00 Les Vegas Metropolitan Police Department Purchasing and Contracts 400 S. Martin L. King Btvd. Btdg. 4th floor Las Vegas, NV 39106 Phone:(702) 828-5788 Fax:(702) 828-0146 Tax ID No. 806000028 Blanket Purchase Order 4300018461?501 Page INSTRUCTIONS TO VENQOR: This Putchase Grater is subject to the Terms and Conditions incorporated herein by this reference. A complete copy of the Terms and Conditions is tavaiiabte on the Las Vegas Metropolitan Potice Department?s website, encourages the economic prosperity of all disadvantaged groups in the business community. and promotes full and open competition in all purchasing activities. if you have questions concerning how to prepare a bid. information that is available to you or you would tike to discuss business opportunities within ptease contact us at telephone number (702) 828?5788. Note: Ail invoices must be submitted with the appropriate Purchase Order number referenced. DATE: 07/0112012 PHONE -- Harris Proprietary HARRIS CORP - WIRELESS PRODUCTS GROUP PO. BOX 9800, MIS MELBOURNE, FL 32902?9800 PH: 800?358-5297, FAX: Quotation To: Ship To: . Les Vegas Metro Poiice Accounting Section Las Vegas Metro Police 3141 E. Sunrise Ave Las Vegas NV 89101 Las Vegas Metro Police Las Vegas Metro PoIice Logistics Bureau 3141, East Sunrise 7012?8284455 Las Vegas NV 8910?! Dept. I TECHNICAL DATA ACCORDING TO THE DEPARTMENT OF STATE INTERNATIONAL IN ARMS REGULATIONS (ITARJIZZ CFR CHAPTER-IIWSUBCHAPTER M. PARTS 123-130) AND THER DEPARTMENT OF CIGMMERCE, EXPORT ADMINISTRATION REGULATIONS (EAR), 15 CPR PARTS 730 774 ETC. WM AFDREIGN NATIONAL A 255319 EX PQBE BEFORE MAKING OR PERMCITTING ANY DISCLOSURE OF THIS DOCUMENTOR THE INFORMATION IT NOTE Yeady Maint Agreements provide extended hardware warranty and software upgrades. Each Maint Agreement extends maint fo'r an additionai year; See Main! Terms for additionai informmion. - - Maintenance 1 - Maintenance Maintenance - 1 Mai - 1 Malntenance? - Maintenance - I Maint EA EA EA EA CONTAINS WHETHERIN FULL OR IN PART, HARRIS SHALL BE GIVEN TIMELY NOTICE AND THE OPPORTUNITY TO CHALLENGE SUCH DISCLOSURE UNDER APPLICABLE LAW. Harris Proprietary HARRIS com? - WIRELESS PRODUCTS GROUP BOX 9300. MIS R5-11A Qu otat I MELBOURNE, FL 32902-9800 PH: 800-358-5297?. FAX: Bill To: Ship To: Las Vegas Metro Police Les Vegas. Metro PoIice Accounting Section Las Vegas Metro Poiice Dept. Las Vegas Metro Poiice Logistics Bureau 3141 E. Sunrise Ave 3141 East Sunrise Las Vegas NV 89101 702?828?4455 Las Vegas NV 89101 DISCLOSURE OF THIS DOCUMENT AND THE INFORMATION IT CONTAINS ARE. STRICTLY PROHIBITED BY FEDERAL LAW (18 0.3.8. 2512). THIS DOCUMENT CONTAINS HARRIS TRADE SECRET AND CONFIDENTIAL BUSINESS OR FINANCIAL INFORMATION EXEMPT FROM DISCLOSURE UNDER THE FREEDOM OF INFORMATION ACT, THIS DOCUMENT MAY CONTAIN TECHNICAL DATA ACCORDING TO THE DEPARTMENT OF STATE. INTERNATIONAL TRAFFIC IN ARMS REGULATIONS (WAR), 22 CPR CHAPTER 1. SUBCHAPTER PARTS THE DEPARTMENT OF COMMERCE EXPORT ADMINI ISTRATIQN REGULATIONS (EAR), ?15 CFR PARTS m7? 5,BEFORE MAKING OR PERMITTING ANY DISCLOSURE-Z OF THIS DOCUMENT OR THE INFORMATION IT CONTAINS. WHETHER IN FULL GRIN PART. HARRIS SHAIL BE GIVEN TIMELY NOTICE AND THE OPPORTUNITY TO CHALLENGE SUCH DISCLOSURE UNDER .APRUCABLE LAW. WAY Net 30 Maintenance - EA NOTE Prices are subject to change. Quotes are vaiid 180 days from date of issue. Attached are applicabIe to ai! resultant orders. Remit To: Eleciron'ib was Transfer (EFT): Mail Deposite: ecso. Diremight Deliveries: Harris Corporation. 6030 Ha rris (3630 Harris GCSD LB 6759 Citibank Delawam PO. Box 7247 - LB 8759 (310 Gi?db?ank Delaware Lockbox Operations 00 Phiiadeiphia. PA Phnadeiphia. PA 19170-6759 165 5 Brett Road - Account New Castie DE 19720 ABA Phone number; Piease reference {he?lnvoice number with your payment. Harris Tax ma: Harris Government Communications Systems Division Terms and Conditions of Sets for Wireless Equipment, Software and Services Effective Date: February 15, 2011 1. Definitions. in addition to the terms de?ned eisewhere, the foilowing terms used herein have the foilowing meanings: a. ?Agreement? means the instrument of contracting; such as a Purchase Order, or other such designation which these terms and conditions of sate for Wireiess Equipment, Software and Services are incorporated. b. ?Customer? means the purchaser of Equipment, Software, or Services from Harris. c. ?Date of Acceptance" means the date when the Customer receives an item of Equipment, Software andlor Services in an undamaged or non?defective condition. d. ?Environmental Laws? means any law or reguiation in any jurisdiction woriciwide applicahie to the Agreement and includes but it is not limited to the recycling or treatment of waste equipment including the iaws implementing the Directive. e. "Equipment? means any hardware, including components, but exciuding any Software or Services. f. ?Harris" means Harris Corporation, acting through its Government Communications Systems Division. 9. ?Maintenance Agreement" means a separate agreement for maintenance of the items procured hereunder; such services are not included in this Agreement. h. ?Purchase Order? means the Customer?s purchase order as acknowledged by Harris. i. "Purchase Price? means the purchase price as identified in the Purchase Crder. j. ?Quote? means the price quotation of Harris itemizing the purchase price and sit exhibits referred to within such Quote, inciuding but not limited to the technicai proposal, technicai specifications, scope of work, schedule, the Agreement and any Maintenance Agreement specificaliy included in the purchase price. k. "Services? means, training, maintenance support, or other services to he provided to Customer as part of the Agreement. ?Software? means software and firmware, inciuding all copies provided to Customer. m. Directive? means the European Union Directive on Waste Eiectrical Equipment and includes any and all nationai laws and regulations, whether civii, criminai, administrative, in any jurisdiction giving effect to that meaning including, but limited to, statutes and subordinate legislation. ordinances permits, common law, locai iaws, judgments, and any notices, orders, directions, instructions or decisions of any competent authority 2. Proposailauote Validity. Prices quoted are valid for 180 days from the date of Quote. After the expiration of the iSO-day period, l?iarris may modify its prices or extend the vaiidity period. 3. Restricted Use. Wireiess Equipment and/or Software acid by Harris provides the Customer with a that is restricted and othenvlse controlied under United States Code Titie 18 ?2512. Use of Equipment is strictly governed by appiicahie federai, state and locai law associated with the intercept and monitoring of oral communications. Harris assumes no iiability for any use, misuse or improper use of the Equipment and makes no representations as to Equipment for any speci?c appiication. Buyer?s right to transfer, sell or assign the Equipment shalt be iimited to authorized iaw enforcement and government agencies with the prior written consent of Harris. a. in the event that any of the Equipment or Software purchased under this Agreement is iost or stolen, the Customer shaii contact the Harris Heip Desk at 1-800-358-5297 within 3 business days. Customer shall provide the Part Number and Serial Number of the Equipment and/or Software and a summary of facts surrounding the incident. Failure to compiy with this requirement may result in Harris not accepting future orders from the Customer. Harris WPG Standard Terms and Conditions of Sale 1 February 2011 4. Acceptance - Modi?cation of Terms. The Agreement will be deemed accepted by Customer upon the ?rst to occur of Customer?s issuance of the Purchase Order; or (ii) Harris' commencement of performance under the Agreement. in either such event any additional or different terms proposed by Customer are rejected uniess expressly approved in writing by Harris. No communication from Customer that in any way differs from or adds to the Agreement, irrespective of whether or not Harris reasonably objects thereto, wilt be binding upon Harris uniess such different or additional terms are agreed to in writing by both Harris and Customer. 5. Taxes. prices quoted are exciusive of ail appiicable sales, use, excise, and other taxes, duties, fees, or charges. Unless evidence of valid tax exempt status and/or resale certificate is provided by Customer prior to shipment, Harris shail add and Customer shall pay such appiicabie taxes or charges ievied or imposed to the invoice for the Equipment. Software, and/or Services. 6. Shipping and Delivery. Uniess otherwise stated in the Agreement, at! prices and terms are FOB. Destination and include freight charges. Harris may ship Equipment in multiple tots and Customer agrees to accept such muitiple shipments and pay for each tot in accordance with the payment terms set forth herein. 7. Title and Risk of Loss. Title to and risk of loss for Equipment and Software media soid under the Agreement wiit pass to Customer upon receipt of equipment. 8. Payment Terms. a. Payment for an invoice is due within 30 days from the date of the invoice. Late payment will accrue interest to the outstanding baiance at the tower of 1.5% per month, or (ii) the highest rate allowed by iaw. b. Domestic Purchase Orders (not inciuding Maintenance Agreements) are for shipments of Equipment, Software and/or Services to be deiivered or Services to be performed within the continental United States and Canada. Harris submit an invoice within 30 days of the Date of Acceptance of an individual delivery of Equipment, Software or performance of Services as identi?ed in the Purchase Orders. 9. Annuai Maintenance Agreement. Upon expiration of the warranty period, Customer may execute a separate maintenance agreement with Harris for Equipment. Annuat maintenance agreements include: a. Customer telephone support during some! business hours, exciuding holidays {Monday through Friday, Eastern Time). b. Additional 12-month warranty on Equipment, with respect to the Equipment Maintenance Agreement. 10. Equipment Return Poiicy. a. Equipment Damaged in Shipment. Upon receipt of shipments, Customer should open and inspect all boxes immediately for possible freight damage. if damage is found, Customer must notify the deiivery carrier within 48 hours and request an inspection from the freight carrier. After notifying the delivery carrier of damage, Customer wiit contact Harris for further instructions. Damaged Equipment may not be returned without Harris? prior authorization. For Equipment returned under this paragraph the Date of Acceptance shail be adjusted to reflect the date repaired or undamaged Equipment is received. Harris wra Standard Terms and Conditions of Sale 2 February 2011 b. items Shipped in Error. it the Customer receives Equipment and/or Software in error, the Customer will notify Harris and Harris will provide return instructions, pay shipping costs (provided Harris? instructions are ioliowed) and provide a Return Material Authorization Customer will retain the Equipments originai packing material for use in return shipment to Harris. c. Defective Equipment. Equipment is provided with either Harris? standard equipment warranty or the manufacturer?s standard equipment warranty. Upon discovery of a defect or other warranty-related problem, Customer shall contact Harris for warranty support. Customer agrees not to return the Equipment until a service representative has issued an RMA, including a form which Customer must fail out describing the nature of the Equipment defect. of. ether Reasons. if Customer desires to return Equipment for other reasons, Customer must contact Harris for a RMA. Harris' customer service representative will require a clear statement of the reason forr the return request. Upon approval of Customer?s request, an RMA will be issued. Customer will not return any Equipment without an RMA. Equipment being returned may be subject to restocking and other charges. CUSTOM MANUFACTURED OR SPECIAL ORDER ARE NOT RETURNABLE. e. Upon Receipt of a Return Authorization. RMA numbers must appear on each individual package being returned. Customer is responsible for ensuring the safe return of Equipment for the full invoice amount and all shipping costs. Harris may refuse shipments of Equipment returned without a valid RMA number. All Equipment being returned for credit must be returned in a timely manner and in good condition. if Equipment show evidence of damage. wear and tear, or if components or accessories are missing, then Harris at its sole iudgment may reduce any credit agreed to prior to receipt of the Equipment. 11. Limited Warranty. 3. Harris warrants the Equipment and Software ordered hereunder as of the Date of Acceptance to be substantially free from defects in material and workmanship. Harris? under this Limited Warranty will commence on the Date of Acceptance of the individuai item of Equipment and Software and will terminate after 12 months. Written notice of any defects will be given to Harris upon discovery and Harris will correct such defects by repair or replacement, at its option, without charge. Harris uses new and reconditioned parts to complete repairs and replacements under the terms of this warranty. {Defective articles will not be returned to the Harris? factory without the prior written authorization of the Harris. Call i-800~358~5297 to obtain a Return Material Authorization (RMA) number. Harris will determinate, in its sole discretion, existence and cause of the claimed defect. Speci?cally excluded from the terms of this Limited Warranty are any defects which occur as a result of: i. Acts of God. ii. Physical impact, crash or foreign object damage. improper installation, use, maintenance, storage, modification or alteration by the Customer or its Customer. iv. The Customer?s (or its customer?s) operation of the Equipment delivered under this Agreement with any accessory, equipment or part not specifically approved by the Harris unless the Customer furnishes clear and convincing evidence that such accessory, equipment, or part was not a cause of the defect. v. Normal wear and tear. (The Customer recognizes that certain parts have a iirnited service life and will wear out through normal use.) vi. Equipment or Software subjected to misuse, detrimental exposure or negligence. b. Harris is not responsible under this provision for defects with respect to items not provided by Harris or its subcontractors. Harris WPG Standard Terms and Conditions of Saie 3 February 2011 C. For purposes of Harris? warranties for Equipment and Software media, a ?defect? is defined as a faiture of any unit or component manufactured or supplied by Harris that is not attributabie to unauthorized modi?cation or alteration, misuse or lack of care in operation, maintenance or handiing. Customer?s written notice of the defect must include a description of the defect with detailed information reasonably suf?cient for Harris to identify the defect and determine its probable cause. Components or parts that Customer cieims to be defective must be avaiiabie to Harris for inspection and testing. Customer may not return defective Equipment, components or parts without ?rst obtaining an RMA and instructions from Harris. Customer is solely responsible for US. Customs and Border Protection clearance or permissions for all repIacement parts. CLAIMS UNDER ANY OF THE FOREGOING WARRANTIES ARE WAIVED UNLESS MADE WITHIN THE EQUIPMENT WARRANTY PERIOD IN THE CASE OF EQUIPMENT, OR WITHIN THE SOFTWARE WARRANTY PERIOD IN THE CASE OF SOFTWARE. NO PERSON IS AUTHORIZED TO GIVE ANY OTHER WARRANTIES OR TO ASSUME ANY OTHER LIABILITIES ON BEHALF, UNLESS MADE OR ASSUMED IN WRITING BY A DULY AUTHORIZED REPRESENTATIVE OF HARRIS. LIABILITY FOR BREACH OF ANY OR ALL WARRANTIES FOR EQUIPMENT, SOFTWARE, SERVICES AND LICENSED HARRIS PROGRAMS IS EXPRESSLY LIMITED TO THE REPAIR, REPLACEMENT. OR REFUND OF THE PURCHASE PRICE OF SUCH DEFECTIVE EQUIPMENT OR SOFTWARE, LESS A REASONABLE CHARGE FOR USE. IN NO EVENT WILL HARRIS OR ITS LICENSORS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES BY REASON OF ANY BREACH OF WARRANTY OR DEFECT IN MATERIALS OR WORKMANSHIP, HARRIS WILL NOT BE REQUIRED TO REPAIR, REPLACE, OR REFUND THE PURCHASE PRICE OF EQUIPMENT OR SOFTWARE WHICH HAVE BEEN SUSJECTED TO NEGLECT, ACCIDENT, OR IMPROPER USE, OR WHICH HAVE BEEN ALTERED OTHER THAN BY AUTHORIZED HARRIS PERSONNEL, SOLE AND EXCLUSIVE LIABILITY HEREUNDER AND CUSTOMERS SOLE AND EXCLUSIVE REMEDY FOR DEFECTIVE OR NON-CONFORMING EQUIPMENT, SERVICES, AND SOFTWARE. THE FOREGOING WARRANTIES ARE IN LIEU OF ALL OTHER WARRANTIES (EXCEPT AS TO TITLE), WHETHER ORAL OR WRITTEN, EXPRESS OR IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY, ANY IMPLIED WARRANTY OR CONDITION OF FITNESS FOR A PARTICULAR PURPOSE, OR ANY WARRANTY OR CONDITION ARISING OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, OR CUSTOM OR USAGE OF TRADE. CUSTOMER AGREES THAT NO CIRCUMSTANCE CAUSING CUSTOMER EXCLUSIVE AND LIMITED REMEDIES TO FAIL IN THEIR ESSENTIAL PURPOSE WILL INCREASE OR EXTEND ANY HARRIS WARRANTY. 12. Repairs. To repair any Wireless. products Equipment after the 12-month warranty has expired, Customer may call 1-800?358?5297 to obtain an RIVIA number and a quote for the estimated cost for repair. a. Repair Policy. To affect a repair on a Wireiess Product, the Equipment and/or Software should be returned to the Harris' factory with a written description of the faiiure mode. Out-of? warranty repairs apply to any Equipment and/or Software whose standard 12-month warranty has expired, no Maintenance Agreement has been purchased and paid for, and/or any Equipment andlor Software damaged in a manner not covered by the standard warranty, inciuding any defects which occur as identi?ed under tie above. Equipment and/or Software shouid not be returned to the Harris? factory without an RMA. Catt to obtain an RMA number. Harris WPG Standard Terms and Conditions of Sate 4 February 2011 b. Support Poticy. Harris provides free heip desk support throughout the warranty period and Maintenance Agreement of purchased Equipment and/or Software. Technical support is available Monday through Friday, during normal business hours (Eastern Time) excluding holidays, via the help desk support center at 1-800-358-5297. 13. Software License. a. Subject to full payment of the Purchase Price by Customer, Harris grants to Customer a nontransferable (except as expressly provided herein), nonexclusive license to use the Software (software, ?rmware, and documentation) in connection with use of the Equipment purchased hereunder. The Software furnished with the Equipment will be of the iatest generation availabie at the time of shipment of the Equipment. Harris is under no cbiigation to supply updates to the Software except where expressly agreed to by the parties in writing. This iicense is limited to object code programs and related documentation only and does not appiy to any of the corresponding source code or program iistings. Customer acknowledges that Harris (or its ilcensor) has valuable property rights in the Software, and the Software will continue to be the soie and exciusive property of Harris or its iicensor. Customer wiil obtain no titie or rights to the Software. All rights in patents, copyrights and trade secrets in rotation to the Software will continue to be vested in Harris or its iicensor. Customer will keep the Software confidential by affording access to the Software oniy to those of its employees, agents, or consuitants having a need to know and having such individuals agree in writing to the obligations contained herein. in addition, Customer will empioy its best efforts to prevent any unauthorized use, copying, publishing, reproducing, or disciosing of the Software and will treat the Software with the same care as its own confidentiai information. The Software may he used oniy in coniunction with the Equipment purchased hereunder. Customer may not rent, tease, transfer, network, display, or distribute the Software, nor may Customer reverse engineer, disassemble, decompiie, modify, aiter, translate, or adapt the Software or create any derivative thereof, except where expressiy agreed to by the parties in writing. Customer acknowledges that a violation of this Agreement wouid cause irreparable injury to Harris or its iicensor, and that Harris or its iicensor will be entitied, in addition to any other rights and remedies it may have, at law or in equity, to an injunction enjoining and restraining Customer from doing or continuing to do any such act and any other violations or threatened violations of this Agreement. Furthermore, Customer agrees that if Harris or its licensor should waive any breach of any provision of this Agreement, it wili not thereby be deemed to have waived any preceding or succeeding breach of the same or any other provision of this Agreement. if Customer sells or otherwise disposes of Customer?owned media on which any Software is ?xed, such media must be erased before any sale or disposai. 14. Discontinuedeast Time Buy. Harris makes no representation about the continued avaiiability of the Equipment and Software. Harris reserves the right, in its sole discretion, with or without notice, without incurring any iiability to Customer or otherwise whether in contract or tort, to discontinue manufacturing or sailing any Equipment and Software at any time or from time to time. Harris may within its sole discretion provide Customer with an opportunity to purchase such quantities of the Equipment or Software as Customer estimates it may need (?test time buy?) within 30 days of Customer's receipt of notice from Harris. Customer?s fast time buy rights are limited to products avaiiabie in Harris? inventory at the time of Customer?s request. Harris provide warranty services and make spare parts avaiiabie to Customer for a period of one (1) year after notice by Harris to Harris WPG Standard Terms and Conditions of Sale 5 February 2011 Customer that the Equipment has been discontinued or for a period of 90 days after notice to Customer that the Software has been discontinued. 15. lnteliectuai Property indemnification. a. in the event any Equipment to be furnished under this Agreement is not to be made in accordance with drawings, samples or manufacturing specifications designated by Customer, but rather is the design of Harris, Harris agrees that it will, at its own expense and at its option, defend or settie any claim, suit. or proceeding brought against Customer or any customer of Customer, based on an allegation that the Equipment furnished under this Agreement constitutes a direct or a contributory infringement of any claim of any United States patent, mask work, copyright or any other intellectuai property right. This obligation will be effective only if Customer wili have made all payments then due and it Harris is notified of said allegation in writing and given authority, information, and assistance for the settlement or defense of said claim, suit, or proceeding. Harris wiil pay all damages and costs assessed in such suit or proceedings. in the event of a final adjudication by a court of competent jurisdiction that the Equipment or any part thereof infringes or violates any third party inteiiectuai property right or if the use or sale thereof is enjoined, or it the provisions of any negotiated settlement Agreement prohibit the use of the product, Harris wilt at its sote option and its own expense, either: i. Procure for Customer the right to continue using the Equipment; ii. Replace it with a substantially equivaient non~infringing equipment; Modify it so it becomes non?infringing but substantially equivaient; or iv. if none of the above is reasonably available, terminate the Customer?s right to use the Equipment and return to the Customer a pro~rata portion of the price originatly paid by Customer to Harris represented by the remaining useful life of the Equipment as a percentage of the total usefut iife. The foregoing indemnity does not apply to the following: i. infringement by a combination of Equipment furnished under this Agreement with other equipment not furnished hereunder unless Harris is a contributory intringer; ii. infringement resetting from changes or modi?cations made to or from the Equipment by the Customer; Any settlements of a claim, suit, or proceeding made without Harris? written consent; and iv. Any Equipment to be furnished under this Agreement which is to be delivered to the United States Government. The foregoing states the entire of Harris with respect to infringement or violation of third party intellectual property rights in connection with Equipment furnished under this Agreement. in the event any Equipment to be furnished under this Agreement is to be made in accordance with drawings, samples or manufacturing speci?cations designated by Customer and is not the design of Harris, Customer wilt, to the fuiiest extent permitted by applicable law, defend and hold Harris harmless to the same extent and subject to the same requirements as set forth in and above. Should the Customer be the United States Government, the Customer agrees to incorporate FAR 52.227-1, Authorization and Consent, in any Purchase Order or Contract. 16. Technicai Data and inventions. a. Unless specifically agreed to by Harris and expressiy identi?ed and priced in the Agreement as a separate item or items to be delivered by Harris, the sale of Equipment, Software and Services under the Agreement confers on Customer no right in, iicense under, access to, or entitlement of any kind to any of Harris' technical data including, but not iimited to design, Harris WPG Standard Terms and Conditions of Sale 6 February 2011 process technoiogy, software and drawings. or to any of Harris' inventions (whether or not patentabie), irrespective of whether any such technicai data or invention or any portion thereof arose out of work performed under or in connection with the Agreement. and irrespective of whether Customer has paid or is obligated to pay Harris for any part of the design or development of the Equipment, Software or Services. Harris wiil not be obiiged to safeguard or hold con?dential any data whether technical or otherwise, furnished by Customer for Harris? performance of the Agreement uniess (and oniy to the extent that) Customer and Harris have entered into a separate written confidentiaiity agreement. Customer not violate Harris' copyright of documents or Software or disclose Harris? confidentiai or proprietary data to others without Harris? written permission. Ail inventions are and shaii at ail times remain Harris?s confidential information. Al! rights, title and interest in and to the inventions, including alt inteiiectuai property rights, remain vested in Harris, its suppliers or iicensors, subject only to the license grant below. "inventions? shall mean and include ideas, concepts, know~how, techniques, inventions, discoveries, improvements, specifications, designs, methods, devices, systems, reports, studies, computer software (in object or source code), programming and other documentation, flow charts, diagrams and sit other information or tangible materiai of any nature whatsoever (in any medium and in any stage of development or compietion) included in or resulting from the work contemplated hereunder, that are conceived, designed, practiced, prepared, produced or developed by Harris or any of its personnei during the course of performance of any Work. 17. Excusabie Delay. a. Harris wiit be excused from performance under the Agreement and will not be iiabie to Customer for delay in performance attributabie, in whoie or in part, to any cause beyond its reasonabie control, inciuding, but not iimited to, actions or inactions of government whether in its sovereign or contractual capacity, iudiciai action, war, civii disturbance, insurrection, sabotage, act of pubiic enemy or terrorism, labor dif?cuities, faiiure or delay in delivery by Harris? suppliers or subcontractors, transportation difficulties, shortage of energy, materials, iabor or equipment, accident, tire, ?ood, storm or other act of nature, Customer?s fauit or negligence or where compiiance with any appiicabie environmentai law or reguiation by Harris is not reasonably technoiogicaiiy or economicaiiy feasible, or would otherwise require Harris to change its manufacturing process. in the event of an excusabie delay, Harris will make commercially reasonable efforts to notify Customer of the nature and extent of such delay and (1) Harris be entitled to a schedule an extension on at least a day?for-day basis, and (2) if the delay is caused by Customer?s fauit or negligence, Harris be entitled to an equitabie adjustment in price under the Agreement. 18. Termination. Either party may terminate this Agreement if the other party defaults in a material respect under this Agreement and fails to cure such default within thirty (30) days after receiving written notice from the other party of such defauit. if Harris terminates this Agreement based on the Customer?s breach, then Harris will be entitied to damages, inciuding any lost profits Harris wouid have realized, had Harris been permitted to perform in accordance with the Agreement. Customer aiso wiil be liabie for ali costs to Harris resulting from Harris? attempt to enforce its rights hereunder, inciuding, but not limited to coiiection agency fees, attorney fees, court costs, etc. Harris WPG Standard Terms and Conditions of Sale 7 February 2011 19. Export and Re~Export Restrictions. a. Customer acknowledges that the Equipment and Software sold or licensed to it by Harris under this Agreement may be subject to export controls under the laws of the United States or Canada. Customer wilt not export or re-export the Equipment or Software, technology, or products manufactured from the technoiogy that are the subject of the Agreement in violation of the export controi laws of the United States or Canada. Customer will, to the fullest extent permitted by appiicable law defend and hold Harris harmless from and against any loss. damage, or liability arising out of Customers faiiure to comply with this Section 19. The Customer will suppiy to the Harris on a timely basis all necessary information and documentation requested by Harris in order to permit the Harris to export the Equipment, Software and/or Services with respect to any Purchase Order issued by the Customer hereunder, in accordance with the terms of this Agreement. b. To the extent any technical data is exchanged between the parties, the receiving party represents and warrants that no technical data furnished to it by the disclosing party shall he disciosed to any foreign nation, ?rm, or country, including foreign nationals, employed by or associated with the receiving party, nor shall any technical data be exported from the United States without ?rst complying with all requirements of the international Traf?c in Arms Reguiations or the Export Administration Regulations (EAR), including the requirement for obtaining any export license if appiicable. The receiving party shalt ?rst obtain the written consent of the disclosing party prior to submitting any request for authority to export any such technical data. The receiving party will, to the fuilest extent permitted by applicable law defend and hold the disclosing party harmless for all claims, demands. damages, costs, fines, penalties, attorney?s fees, and all other expenses arising from failure of the receiving party to comply with this Section 19 or with the and EAR. c. Harris not provide, or be responsible for obtaining any US. Government export iicenseslapprovals to provide any technical information, data or technicai services to Customer or Customer?s representatives, consultants or agents who are "foreign persons" as de?ned in the Customer has the sole for obtaining necessary US. Government export licenses/approvais for any transfer of Equipment, Software or Services to Customer hereunder to Customer's representatives, consultants or agents who are such "foreign persons.? Further, Harris will not be responsibie for late delivery, delay or nonperformance under this Agreement due to the US. Government's delay or denial of any license that is Customer?s responsibility to obtain. 20. Compiiance with Waste Recyciing Laws. Customer acknowledges and agrees that the supply of the Equipment by Harris to the Customer, and the resaie or re?suppiy of the Equipment by the Customer, may give rise to obligations for Harris and the Customer under applicabie environmental laws or regulations as de?ned herein. The Customer will be responsible for the coilection, recycling, reuse and dispose! of the Equipment in compliance with such Environmental Laws. ?Environmental Laws? means any law or regulation in any iurisdiction worldwide applicable to the Agreement and includes but it is not limited to the recycling or treatment of waste equipment including the laws impiementing the Directive as defined hereinafter. Directive? means the European Union Cirective on Waste Electrical Equipment and will include any and all national laws and regulations, whether civil, criminal, administrative, in any jurisdiction giving effect to that meaning including, but limited to, statutes and subordinate legislation, ordinances permits, common law, local laws, judgments, and any notices, orders, directions, instructions or decisions of any competent authority. Harris may arrange for services, paid for by Customer, to recycle or dispose of Harris manufactured products in compiiance with the Environmental Laws. The Customer will to the fullest extent permitted by applicable law defend and hold Harris harmless against all expenses, costs, claims, liabilities or damage of any nature incurred by any of them relating to the collection, recycling, reuse and disposal of any Equipment or otherwise arising in connection with their respective obligations under the Environmental Laws, or by reason of any failure or alleged failure by the Customer to compiy with its obiigations under the Environments! Laws. The Customer will provide Harris WPG Standard Terms and Conditions of Sale 8 February 2011 21. 22. 23. 24. 25. Harris with such compliance plans or other documents and information that Harris may reasonabiy request to enable Harris and its af?liates to verify and prove to any enforcement agency the compiiance by the Customer and Harris of their respective obligations under this Section and/or the Environmental Laws. Limitation of Liability. NOT WITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, UNDER NO CIRCUMSTANCES WILL. HARRIS BE LIABLE FOR (A) ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES REGARDLESS OF THE CAUSE, EVEN IF SUCH DAMAGES ARE FORESEEABLE, OR (B) LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR LOSS OF USE EVEN IF HARRIS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION WILL APPLY TO ANY CLAIM OR CAUSE OF ACTION WHETHER IN CONTRACT OR TORT (INCLUDING NEGLIGENCE, STRICT LIABILITY OR BREACH OF WARRANTY). IN NO EVENT WILL LIABILITY TO CUSTOMER OR ANY PARTY CLAIMING THROUGH CUSTOMER EXCEED THE ACTUAL PURCHASE PRICE PAID BY CUSTOMER FOR ANY EQUIPMENT, SOFTWARE OR SERVICES SUPPLIED HEREUNDER. THIS SECTION WILL SURVIVE THE TERM OR EXPIRATION OF THIS AGREEMENT. CUSTOMER AGREES, TO THE FULLEST EXTENT PERMIITED BY APPLICABLE LAW, TO HOLD HARMLESS HARRIS AGAINST ALL LOSS OR LIABILITY FROM CLAIMS BY CUSTOMER OR A THIRD PARTY ARISING OUT OF OR RELATING TO INSTALLATION, OPERATION, OR USE OF THE EQUIPMENT OR SOFTWARE. Applicable Law, Venue, and Jurisdiction. The Agreement, and any disputes related thereto, be governed by and interpreted in accordance with the laws of the State of Fiorida, USA, without regard to confiict of law principles. The parties speci?caliy exclude the application of the United Nations' Convention on Contracts for the international Sale of Goods to the Agreement, to the contractual relationship created under the Agreement, and to the construction, validity, enforcement, and interpretation of the Agreement. The parties agree that the exciusive venue for any action arising out of or reiated to the Agreement he in the courts with the appropriate jurisdiction located in Brevard County, Florida, and each party irrevocably submits to the iurisdiction of each such court in any such action and waives any objection it may now or hereafter have to venue or personat jurisdiction in each such court. The party in any action related to the dispute or interpretation of the Agreement wiil be entitled to recover its reasonable attorneys fees incurred in pursuing the action, inciuding those fees incurred throughout ali bankruptcy and appellate proceedings. Jury Waiver. Customer and Harris further agree, to the extent permitted by iaw, to waive rights to a trial by jury of any action relating to the dispute or interpretation of the agreement, whether sounding in contract, tort, or otherwise. The parties specifically acknowiedge that this waiver is made knowingty and voiuntariiy after an adequate opportunity to negotiate its terms and that such waiver is materiai consideration for the saie and purchase contempiated hereby. Assumption of Risk. Each party hereto acknowledges the risks of its undertakings hereunder, the uncertainty of the bene?ts and obligations hereunder, and (0) its assumption of such risks and uncertainty. Each party has conducted its own due and requested and reviewed any contracts, business plans, ?nanciai documents and other written materiai as in such party?s opinion will be the basis of that party's decision to enter into the Agreement. Reliance on Counsel and Other Advisers. Each party has consuited such Iegai, financiai, technical or other experts it deems necessary or desirabie before entering into the Agreement. Each party represents and warrants that it has read, knows, understands and agrees with the terms of the Agreement, and the Agreement not be construed against either party as the drafter. Harris WPG Standard Terms and Conditions of Sate 9 February 2011 26. Compliance with Appiicabie Laws. Customer warrants that Customer wilt comply with any and ail appiicable US. federal, state and local laws, and will operate in good faith to compiy with other laws and regulations and industry best practices, applicable to such party?s performance hereunder, and wilt promptiy act to correct any noncompliance once identified. 27. General Provisions. 3. Publicity. Neither party will, without the prior written consent of the other party: issue any news release, public announcement, denial or confirmation of this Agreement or its subject matter; or in any manner advertise or pubiish the fact of this Agreement. Disputes. The parties witl to the futlest extent practical resolve disputes through coiiaborative procedures. To that end, any and ali disputes between the parties will be quickly addressed to prevent such disputes from causing contractual or performance problems. Assignment. Customer will not assign any of its rights under this Agreement, voiuntarily or involuntarily, whether by merger, consolidation, dissolution, operation of law or any other manner. Any purported assignment of rights in violation of this Section is nuil and void. If any provision of this Agreement is heid invaiid, illegai or unenforceable, the vaiidity, legaiity or enforceabitity of the remaining provisions will, to the extent of such invalidity, illegatity, or unenforceability, be severed, but without in any way affecting the remainder of such provision or any other provision contained herein, all of which will continue in fuii force and effect. No Waiver. Waiver or failure by Harris to enforce any of the terms or conditions hereunder or the delay in exercise of any of its remedies or any terms or condition herein, wilt not be a future waiver of any such right, or be a waiver of any other term, condition or remedy contained herein. Headings. Headings in this Agreement are provided for the convenience oniy and do not affect this Agreement?s construction or interpretation. Orders Issued under Government Prime or Subcontracts. in the event this Agreement relates to a US. federal government prime contract or subcontract, nothing contained in this Agreement will be construed to authorize the waiver of any provision of iaw as prescribed in Federal Acquisition Regulation (FAR) Part 12, or terms as set forth in the current version of FAR 52.244-6, Subcontracts for Commerciai items, if applicabie. Notices. All notices must be in writing and wilt be effective when received by (1) personal delivery, (2) registered, codified, or nationaiiy recognized overnight mait, proof of receipt requested, and (3) facsimite, if confirmed within three (3) business days by one of the other methods herein, at the addresses or facsimile numbers indicated or to such other addresses or facsimile numbers as the parties may specify by giving notice pursuant hereto. A copy of all notices must be sent to Harris Corporation, PO Box 37, Mail Stop: R5/?i 1A, Melbourne, FL 32902, Attention: Contracts Manager, or email to Wharriscom. English Language. The parties confirm that it is their wish that this Agreement, as well as any other documents relating hereto inciuding notices, have been and will be drawn up in English only. - . GSA. Ail purchase orders under General Services Administration (GSA) Schedule 02833 are subject to the GSA Terms and Conditions which wilt supersede all other terms and conditions provided. Harris WPG Standard Terms and Conditions of Sale 10 February 2011 k. Survivability. The foliowing provisions shall survive the compietion or termination of this Agreement: Section 3 (Restricted Use), Section 11 (Limited Warranty), Sectioa 13 (Seitware License), Section 15 (intellectual Property indemnification), Section 19 (Export and Re-export Restrictions), Section (Limitation of Liability), Section 22 (Appiicabie Law, Venue and Jurisdiction), Section 23 (Jury Waiver), and Section 27 (Genera: Provisions). 28. Entire Agreement. The Agreement supersedes ail previous proposals, negotiations, conversations, and understandings, whether oral or written, and constitutes the sole and entire agreement between the parties pertaining to the subject matter hereof. Ne modification or detetien of, or addition to these terms, will be binding uniess made in writing and signed by duly authorized representatives of both parties. Harris 6650 Customer Signature Signature Juiie Bonine Name Name Titie Title Date Date Harris WPG Standard Terms and Conditions of Sale 11 February 2011 Software License Key Reactivation Addendum to Harris Government Communications Systems Division Terms and Conditions of Sale for Wireless Equipment, Software and Services Effective Date: February 28, 201 1 This Addendum (the ?Addendum") to the Harris Government Communications Systems Division Terms and Conditions of Safe for Wireless Equipment, Software and Services (the ?Agreement") will apply to all Orders received from Customer for Equipment and/or Software purchased under the Agreement. in order to maintain the functionality of the Software purchased under the Agreement. as wait as to be eligible for any new Software updates and upgrades, Customer agrees to the following: Annual Software License Key Reactivation. Customer will reactivate the Software iicense key annually on or before the date of the one (1) year anniversary of the Agreement or, if the one (1) year anniversary date faiis on a weekend or a federal holiday, on the first business day thereafter. To reactivate the Software license key, Customer must log onto the Harris WPG Internet website at or contact Harris WPG Customer Support at to obtain a are iconse ey renew the software for one (1) additional year. Customer acknowiedges that timely reactivation of the Software license key is soieiy Customer?s responsibility and Harris will not provide advance notification of Customer?s annual reactivation deadiine. Failure to timely and properly reactivate the Software iicense key may affect the operation of the Equipment and/or Software. Annuai Certification. As part of the annual Software iicense key reactivation process. or as otherwise requested by Harris, Customer will certify that Equipment and/or Software purchased under the Agreement remains in Customer's soie possession; or that Equipment has been lost, stolen, damaged or destroyed. Customer acknowiedges and agrees that it wili maintain possession of the Equipment at ail times. Customer also acknowledges and agrees that if it transfers, sails, leases. conveys or otherwise provides the Equipment to a third party without the prior written permission of Harris, then Customer wiil void its software iicense. Page 1 Harris Corporation Government Communications Systems Division Wireiess Products Group Maintenance Agreement Terms and Conditions Effective Date: February 15, 2011 This is a Maintenance Agreement between Harris Corporation, acting through is Government Communications Systems Division, (?Harris") and the Buyer or User of the Equipment (collectively, the ?Buyer"). Harris and the Buyer agree as follows: 1. Definitions. in addition to the terms de?ned in the Agreement, capitalized terms used herein have the following meanings: 3. ?Agreement? means the instrument of contracting; such as a Purchase Order, or other such designation which these terms and conditions of sale for Wireless Equipment, Software and Services are incorporated. b. "Buyer? means the purchaser of the Equipment, Software, or Services from Harris. 0. ?Gate of Acceptance" means the date when the Customer receives an item of Equipment, Software and/or Services unless Customer otherwise noti?es Harris in writing that the Equipment, Software and/or Services was delivered in a detective condition. d. ?Equipment" means any Harris Wireless Products Group hardware and accessories, including components, but excluding any Sothivare or Services. e. ?Harris? means Harris Corporation, acting through its Government Communications Systems Division, Wireiess Products Group. f. ?Purchase Order? means the Customer's purchase order as acknowledged by Harris on its standard acknowledgement form. 9. ?Purchase Price? means the purchase price as identi?ed in the Purchase Order. h. ?Quote? means the price quotation of Harris itemizing the purchase price and inciudes all exhibits referred to within such Quote, including but not limited to the technical proposai, technical speci?cations, scope of work, schedule, the Agreement and any maintenance agreement specificaiiy included in the purchase price. i. ?Services" means training, maintenance support, or other services to be provided to Customer as part of the Agreement. ?Software? means software and firmware, including copies provided to Customer. ?User" means the actuai end?user of the Equipment if such person or entity is not the same as the Buyer. ace- 2. Standard Limited 12-Month Maintenance Agreement. a. Scope. This Maintenance Agreement applies to ail Harris Equipment purchased under the Agreement and used for the purposes normaily intended, except for Equipment speci?caiiy exciuded. This Maintenance Agreements aiso inciudes: . Customer Teiephone Support (8 am 6 pm ET). - Warranty on hardware. - Noti?cation of and free access to software upgrades as released. b. Term. This Maintenance Agreement is valid for one (1) year from the date of Equipment purchase. Effective Feb 2011 Harris Corporation Government Communications Systems Division Wireiess Products Group 0. Repair or Repiacement. Harris will, at its option, repair or replace the defective Equipment or defective part of the Equipment without charge to the Buyer. Buyer must notify Harris in writing of any defect within ten (10) days from the date of Buyer?s discovery of the detect. if Harris con?rms that a defect exists and Harris is unable to resolve the probiem without having the Equipment shipped to Harris, then Harris wiil, at its option and its cost, repair or replace the defective Equipment or defective part and return the Equipment to the Buyer, provided however. that the repair or replacement is due to a cause covered under this Maintenance Agreement. The foregoing is the sole and exclusive remedy under this Maintenance Agreement. 3. items Excluded from this Maintenance Agreement. The following are not covered under this Maintenance Agreement: a. Defects or failures caused by Buyer or User abuse or misuse of the Equipment. b. Defects or faiiures caused by unauthorized attempts to repair or aiter the Equipment in any way. c. items of temporary and/or inherentiy indeterminate life, such as bulbs, fuses, batteries, etc. 4. Maintenance Agreement Service Warranty. a. Any repair service performed by Harris under this Agreement is warranted to be free from defects in materiai or workmanship for sixty (60) days from the date of repair or the remaining term of this Agreement, whichever is longer. Ali terms and exclusions of this Maintenance Agreement apply to such warranty. b. HARRIS MAKES NO OTHER AGREEMENTS BEYOND THE EXPRESS MAINTENANCE AGREEMENT AS CONTAINED HEREIN. ALL EXPRESS OR IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE OR ARE EXCLUDED. EN NO EVENT SHALL BE LIABLE FOR ANY SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES. ARISING FROM OR RELATING TO THE PERFORMANCE OR NONPERFORMANCE OF MAINTENANCE AGREEMENT OR ANY ACTS OR OMESSIONS RELATED TO THE USE OF ANY EQUIPMENT OR FURNISHED HEREUNDER. BUT NOT TO, LOSS OF REVENUE, LOSS OF PROFITS, OR LOSS OF BENEFICEAL USE. EVEN IF HARRIS HAS BEEN ADVISED OF THE POSSIBILETY OF SUCH DAMAGES. SHALL APPLY TO ANY CLAIM OR CAUSE OF ACTION WHETHER iN CONTRACT OR TORT NEGLIGENCE, OR BREACH OF WARRANTY). 5. Extended Annual Maintenance Agreement. Upon expiration of the Standard Limited iZ-Month Maintenance Agreement as described in Paragraph 2. an Extended Annual Maintenance Agreement may be purchased for the Equipment. Pricing for annual maintenance is available by quote upon written request. Extended Annuai Maintenance Agreements be referenced to the top ievei serial number of the Equipment for which the original Maintenance Agreement was purchased. Software protocois and peripheral controilers also wiil be covered under the Extended Annual Maintenance Agreement. However, if an additionai software protocoi is purchased after the initial purchase of Equipment, the Maintenance Agreement be extended for one (1) year at no additionai cost to the Buyer from the purchase date of the additionai protocoi. 6. Payment Terms. Domestic Purchase Orders for Maintenance Agreements require full payment of the Purchase Price prior to the start of the term of the Maintenance Agreement and of Harris? obligation to perform. 7. Restricted Use. The Equipment covered under this Maintenance Agreement is a restricted use item and can oniy be said to authorized US. government agencies, or other authorized users, pursuant to 2 Effective Feb 2011 10. 11. 12. Harris Corporation Government Communications Systems Division Wireless Products Group 18 U.S.C. 2510 et seq. Use of Equipment is strictly governed by applicable federai, state and iocai iaw associated with the intercept and monitoring of oral communications. Harris assumes no liability for any use, misuse or improper use of the Equipment and makes no representations as to Equipment suitability for any specific application. Buyer?s right to transfer, sell or assign the Equipment shall be limited to authorized iaw enforcement and government agencies with the prior written consent of Harris. Compiiance with Laws. Buyer shalt compiy with all applicable federal, state and iocal laws, regulations, ruies and orders related to the use of the Equipment. U.S. Export License and Transfer Approvals. Buyer represents and warrants that no technical data furnished related to the Equipment shalt be disciosed to any foreign nation, person, firm, or country, nor shat! any technicat data be exported from the United States without first complying with requirements of the internationai Traffic in Arms Regulations or the Export Administration Regulations (EAR). including the requirement for obtaining any export license if applicable. Buyer shail ?rst obtain the written consent of Harris prior to submitting any request for authority to export any such technicai data. if Buyer receives export controlled information and improperiy discloses such information provided Harris property identi?ed the information as export controiled at the time of Buyer?s receipt, Buyer shail to the fuiiest extent permitted by iaw indemnify and hoid Harris harmless from claims, demands, damages, costs, fines, penalties, attorney's fees, and sit other expenses arising from failure of the Buyer to compiy with this clause or with the or EAR, and from any third party ciaims or noncompliance by Buyer, its agents or empioyees. Pricing. The Equipment is being sold in accordance with the current price iist published by Harris. Prices and the terms and conditions of sale are subject to change without notice. License. By acceptance of deiivery and/or use of the Equipment, the Buyer grants Harris a nonexclusive, nontransierabie, worldwide, paid-up license to use the Software and documentation oniy on the designated Equipment and in conjunction with the Agreement and with Harris? customary business operations. Buyer shaii not copy the Software and all Software, mandate and associated documentation remain the property of the Harris or of the Software deveioper or licensor. No transfer of ownership or rights in technical data, patents, copyrights or trade secrets are expressed or implied. Rights to inventions. All inventions are and shall at at: times remain Harris? Con?dentiai information. Ail rights, title and interest in and to the inventions, inciuding all intellectual property rights, remain vested in Harris, its suppliers or iicensors, subject oniy to the license grant below. For purposes hereof. ?inventions" shalt mean and inciude ideas, concepts, know~how, techniques, inventions, discoveries, improvements, specifications, designs, methods, devices, systems, reports, studies, computer software (in object or source code), programming and other documentation, flow charts, diagrams and all other information or tangible materiai of any nature whatsoever (in any medium and in any stage of deveiopment or completion) included in or resulting from the Equipment, that are conceived, designed, practiced, prepared, produced or deveioped by Harris or any of its personnel during the course of Buyer's use of the Equipment. Effective Feb 2011 Las Vegas Metropolitan Police Department Purchasing and Contracts 400 S. Martin L. King Blvd. Bidg. 4th ?oor Purchase Order 4500213504-506 Las Vegas, NV 89106 Phone:(702) 828-5788 Fax:(702) 828-0146 Tax ID No. 88-6000028 Page 1 of2 Order Date Last change date Payment Terms Buyer Phone Required Delivery Date tnco Terms 03/11/2013 08/05/2014 Net 30 Days Diana Kelley 7026286946 06/30/2013 DESTINATION - FREIGHT PREPAID Vendor Address Vendor Number508766 HARRIS PROD GRP PO BOX 9800 R5-11A MELBOURNE FL 32902-9800 Fax: 703-828-1525 Billing Address LAS VEGAS METROPOLITAN POLICE DEPT inco 2) Reference Number 0601214-08 400 MARTIN KING BLVD BLDG 4th FLR Confirmation By LAS VEGAS NV 89106 Contact Person ANDREA SWIFT Delivery Address - LAS VEGAS METROPOLITAN POLICE DEPT LOGISTICS BUREAU 3141 SUNRISE AVE LAS VEGAS NV 89101 Phone Number 702-828?4455 In accordance with the Terms Conditions of CBE #601214-08 (332.1152), Revised PAC 3/11/13 lncludes1yearwarra lm in nce Per attached Quote# Please contact Sgt. Rossi or Lt. Guedry alt?with any questions regarding this PO. Agreement No.: 4660000297 Net Amount Unit Price Item MateriatiDescription Quantity UOM _Hardware Upgrade Item completely delivered 20 _Laptop PC 1.00 EA - - 7/16/13 Item was received, but not GR as it should have been marked as Free item, included in the cost of the hardware upgrade Could not mark as free because we have crossed fiscal year.- 30 1.00 EA Las Vegas Metropolitan Police Department Purchasing and Contracts 400 S. Martin L. King Blvd. Bldg. 4th floor Las Vegas, NV 89106 Phone:(702) 828-5788 Fax:(702) 828-0146 Tax it) No. 88-6000028 Page 2 of 2 Purchase Order 4500213504?506 Quantity UOM Unit Price Net Amount Item MateriatIDescription item completely delivered 4O Item completely delivered so 1.00 EA Item compietely delivered Total 116,500.01 INSTRUCTIONS TO VENDOR: This Purchase Order is subject to the Terms and Conditions incorporated herein by this reference. A complete copy of the Terms and Conditions is avaiiabie on the Las Vegas Metropolitan Police Department's (LVIVIPD) website, encourages the economic prosperity of all disadvantaged groups in the business community, and promotes fuli and open competition in all purchasing activities. If you have questions concerning how to prepare a bid. information that is available to you or you would like to discuss business opportunities within please contact us at telephone number (702) 828-5788. Note: Ali invoices must be submitted with the appropriate Purchase Order number referenced. DATE: Diana Kelley PHONE 702628?3946 . HARRIS CORP - WIRELESS PRODUCTS GROUP P.O. BOX 9800, M15 R5-11A MELBOURNE, FL 32902-9800 PH: BOO-3586297, FAX: Bil! To: Las Vegas Metro Police Accounting Section Les Vegas Metro Police 3141 E. Sunrise Ave Las Vegas NV 89101 Harris Proprietary :?otei. gage; 1/23/2013 39210er I I Quotation Ship To: Las Vegas Metro Police Las Vegas Metro Police Dept. Logistics Bureau 3141 East Sunrise 702828-4455 Las Vegas NV 89101 DISCLOSURE OF THIS DOCUMENT AND THE INFORMATION IT CONTAINS ARE STRICTLY PROHIBITED BY FEDERAL LAW (18 U.S.C. 2512). THIS DOCUMENT CONTAINS HARRIS TRADE SECRET AND CONFIOENTIAL BUSINESS OR FINANCIAL INFORMATION EXEMPT FROM DISCLOSURE UNDER THE FREEDOM OF INFORMATION ACT. THIS DOCUMENT MAY CONTAIN TECHNICAL DATA ACCORDING TO THE DEPARTMENT OF STATE. TRAFFIC iN ARMS REGULATIONS (ITAR). 22 CPR CHAPTER 1. M. PARTS 123-130) AND THE DEPARTMENT OF COMMERCE. EXPORT ADMINISTRATION REGULATIONS (EAR), 15 CFR PARTS 736774. DOCUMENT THE INFORMATION If CONTAINS MAY NOT BE EXPORTED OR WI I A FDBEIGN NAIIONAL WI A VALID EZPORT AUTRORIZA ?on, BEFORE MAKING OR PERMITTING ANY DISCLOSURE OF THIS DOCUMENT OR THE 3T CONTAINS. IN FULL OR IN PART. HARRIS SHALL BE GIVEN TIMELY NOTICE AND THE OPPORTUNITY TO CHALLENGE SUCH DISCIOSURE UNPER APPLICABLE LAW. PurchaseGrderNo CustomeriD E'Eaii??re?t?lefr?ef Margie-no.- . . BEST WAY Net 30 ., 01010090 . 4.336 Quantity ItemNumhe Descriptio? {391% Discount Harris owned and 'wili be provided on a temporary basis under a sebarate Bailrnent Agreement. at no cost. while unii is in for upgrade". I 1 Laptop PC ?This $3.500 valued Laptop PC is included in the cost of the Upgrade? IL NOTE Training classes are 12 hours (2 days) per product per protocol (unless stated otherwise). 4 students maximum. Please ailow 120 days for scheduling iraining after recalpt of PO. Software Training - West Coast NOTE After PO is issued. please cail 1-800?358-5297 or 1?321?309-7535 to schedule training. Please have your Purchase'OrcIer number ready when you coil as it will be necessary for scheduling$0.00 Harris Proprietary HARRIS CORP - WIRELESS PRODUCTS GROUP PO. BOX 9300. M18 R5-1I1A MELBOURNE, FL 32902-9800 PH: 80043586297. FAX: Bill To: Page 2 1123/2013 Quotation Ship To: Accounting Section Las Vegas Metro Poiice Las Vegas Metro Police 3141 E. Sunrise Ave Las Vegas NV 89101 Las Vegas Metro Poiice Las Vegas Metro Poiice Dept. Logistics Bureau 3141 East Sunrise 7028284455 Las Vegas NV 89101 DISCLOSURE OF THIS DOCUMENT AND TNE INFORMATION IT CONTAINS ARE STRICTLY BY FEDERAL LAW (1BU.5.C, 2512). THIS DOCUMENT CONTAINS HARRIS TRADE SECRET AND CONFIDENTIAL BUSINESS OR FINANCIAL INFORMATION EXEMPT FROM DISCLOSURE UNDER THE FREEDOM OF ACT. THIS DOCUMENT MAY CONTAIN TECHNICAL DATA ACCORDING TO THE DEPARTMENT OF STATE. INTERNATIONAL TRAFFIC 1N ARMS REGULATIONS (ITARI. 22 CFR CHAPTER 1. M. PARTS 123480) AND THE DEPARTMENT OF COMMERCE. EXPORT ADMINISTRATION REGULATIONS (EAR). 15 CFR PARTS 730774.1?Hl5 DOCUMENT AND THE INFORMATION MAY NOT BE EXPORTED DR SHARED WITH AFOEEIGN NATIQNAL ?(115051! a EXPORTAUTHQRIZATIQN BEFORE MAKING OR PERMITTING ANY DISCLOSURE OF THIS DOCUMENT OR THE INFORMATION lT CONTAINS WHETHER IN FULL OR IN PART, HARRIS SHALL BE GIVEN NOTICE AND THE OPPORTUNITY TO CHALLENGE SUCH DISCLOSURE UNDER APPLICAELE LAW. Please reference the invoice number with your payment. Harris Tax Purchase Ernie:- N'o. Customer melee Shipping Method Payment Terms R?q Ship Bate Master No.- 001 BEST WAY Net 30 01010000 4.336 ltei??z?liimbe 1 1:45 Discount EE?c?tSFP?riee?-V NOTE $0.00 Customer must provide training facility with LCD projector NOTE $0.00 Customer must provide their equipment to be used .u - NOTE $0.00 Customer must provide a 7 passenger vehicle plus driver and rabbit vehicles pius driver for ?eid mission training (if applicabie) NOTE $0.00 Delivery 90 days after reiease of product or software. receipt of PO. receipt of uni: for Upgrade. Prices subject :0 change. Quotes valid 180 days from issue. Attached Ts&Cs applicabie to act/I WW I 6/ 74?5?? use. M) {51 es ?fa 3 Remit Payment TO: K: . Elecironic Funds (em: 6030 Mail Deposfts: GCSD Ovemight Deliveries; $0.00 Harris Corporation, Gcso Harris (5030 Harris GCSD - LB 6759 $0.00 Citibank Delaware PO. Box 7247 - LB 6?59 CIO Ciisbank Delaware Lockbox Operations $0 00 Philadelphia. PA Phiiadelphia, PA 19170-6759 1615 Bren Road - Account No New Castie. DE 19720 $0,00 ABA Rig Phone number: 302-323?3600 $1 15 500 09 Harris Government Communications Systems Division Terms and Conditions of Sate for Wireless Equipment, Software and Services Effective Date: June 25, 2012 1. De?nitions. in addition to the terms defined elsewhere, the following terms used herein have the foiiowing meanings: a. ?Agreement? means the instrument of contracting; such as a Purchase Order, or other such designation which these terms and conditions of safe for Wireless Equipment, Software and Services are incorporated. b. ?Customer? means the purchaser of Equipment, Software, or Services from Harris. c. ?Date of Acceptance? means the date when the Customer receives an item of Equipment, Software andlor Services in an undamaged or non-defective condition. d. ?Environmentat Laws" means any law or reguiation in any jurisdiction worldwide applicable to the Agreement and includes but it is not limited to the recycling or treatment of waste equipment including the laws impiementing the Directive. e. "Equipment" means any hardware, including components, but excluding any Software or Services. ?Harris" means Harris Corporation, acting through its Government Communications Systems Division. 9. "Maintenance Agreement? means a separate agreement for maintenance of the items procured hereunder; such services are not included in this Agreement. h. ?Purchase Order? means the Customer's purchase order as acknowledged by Harris on its standard acknowiedgement form. i. "Purchase Price" means the purchase price as identi?ed in the Purchase Order. j. ?Quote? means the price quotation of Harris itemizing the purchase price and ali exhibits referred to within such Quote, including but not limited to the technicai proposal, technical specifications, scope of work, schedule, the Agreement and any Maintenance Agreement speci?caliy included in the purchase price. k. ?Services? means, training, maintenance support, or other services to be provided to Customer as part of the Agreement. "Software? means software and firmware, inciuding ali copies provided to Customer. m. Directive? means the European Union Directive on Waste Electrical Equipment and inctudes any and ail netionai iaws and regulations, whether civil, criminal, administrative, in any jurisdiction giving effect to that meaning inciuding, but limited to, statutes and subordinate legislation, ordinances permits, common law. local laws, judgments, and any notices, orders, directions. instructions or decisions of any competent authority . 2. Restricted Use. Ail Wireless Equipment andior Software acid by Harris provides the Customer with a that is restricted and otherwise controlled under United States Code Titie ?18 ?2512. Use of Equipment is strictly governed by appiicable federai, state and locai iaw associated with the intercept and monitoring of ore! communications. The Customers obligation to protect information inciudes, but not limited to, the names of speci?c products, pricing, technical and performance data. Under no circumstances should any information regarding Customers purchase or use of Harris Wireless Products be posted on any public website, including procurement websites. Harris assumes no liability for any use, misuse or improper use of the Equipment and makes no representations as to Equipment suitability for any speci?c application. Buyer's right to transfer, sell or assign the Equipment shall be limited to authorized iaw enforcement and government agencies with the prior written consent of Harris. a. in the event that any of the Equipment or Software purchased under this Agreement is test or stoien, the Customer shall contact the Harris Heip Desk at i~800~358~5297 within 3 business Harris WPG Standard Terms and Conditions of Sale 1 June 2012 HARRIS days. Customer shall provide the Part Number and Serial Number of the Equipment and/or Software and a summary of facts surrounding the incident. Failure to comply with this requirement may result in Harris not accepting future orders from the Customer. 3. ProposallQuote Validity. Prices quoted are valid for 180 days from the date of Quote. After the expiration of the 180~day period, Harris may modify its prices or extend the validity period. 4. Acceptance Modi?cation of Terms. The Agreement will be deemed accepted by Customer upon the ?rst to occur of Customer?s issuance of the Purchase Order; or (ii) Harris? commencement of performance under the Agreement. in either such event any additional or different terms proposed by Customer are rejected unless expressly approved in writing by Harris. No communication from Customer that in any way differs from or adds to the Agreement, irrespective of whether or not Harris reasonably objects thereto, will be binding upon Harris unless such different or additional terms are agreed to in writing by both Harris and Customer. 5. Taxes. All prices quoted are exclusive of all applicable sales, use, excise. and other taxes. duties, fees, or charges. Unless evidence of valid tax exempt status and/or resale certi?cate is provided by Customer prior to shipment, Harris shall add and Customer shall pay all such applicable taxes or charges levied or imposed to the invoice for the Equipment, Software, and/or Services. 6. Shipping and Qelivery. Unless otherwise stated in the Agreement, all prices and terms are F.O.B. Destination and include freight charges. Harris may ship Equipment in multiple lots and Customer agrees to accept such multiple shipments and pay for each lot in accordance with the payment terms set forth herein. 7. Title and Risk of Loss. Title to and risk of loss for Equipment and Software media sold under the Agreement will pass to Customer upon receipt of equipment. 8. Payment Terms. a. Payment for an invoice is due within 30 days from the date of the invoice. b. Domestic Purchase Orders (not including Maintenance Agreements) are for shipments of Equipment, Software and/or Services to be delivered or Services to be performed within the continental United States and Canada. Harris will submit an invoice within 30 days of the Date of Acceptance of an individual delivery of Equipment, Software or performance of Services as identified in the Purchase Orders. 9. Annual Maintenance Agreement. Upon expiration of the warranty period, Customer may execute a separate maintenance agreement with Harris for Equipment and/or Software. Such maintenance agreements are available for a percentage of the original Purchase Prices of the Equipment andlor Software. Annual maintenance agreements include: a. Customer telephone support during normal business hours, excluding hoiidays (Monday through Friday. Eastern Time). b. Additional 12-month warranty on Equipment, with respect to the Equipment Maintenance Agreement. c. For Software Maintenance Agreements Harris will provide noti?cation of and free access to Software upgrades as de?ned in the maintenance agreement. 10. Equipment Return Policy. Harris WPG Standard Terms and Conditions of Sale 2 June 2012 HARRIS a. Equipment Damaged in Shipment. Upon receipt of shipments, Customer should open and 0' inspect all boxes immediately for possible freight damage. If damage is found, Customer must notify the delivery carrier within 48 hours and request an inspection from the freight carrier. After notifying the delivery carrier of damage, Customer will contact Harris for further instructions. Damaged Equipment may not be returned without Harris' prior authorization. For Equipment returned under this paragraph the Date of Acceptance shall be adjusted to re?ect the date repaired or undamaged Equipment is received. . items Shipped in Error. if the Customer receives Equipment and/or Software in error, the Customer wiil notify Harris and Harris will provide return instructions, pay shipping costs (provided Harris? instructions are followed) and provide a Return Material Authorization (RMA). Customer will retain the Equipments originai packing material for use in return shipment to Harris. . Defective Equipment. Equipment is provided with either Harris? standard equipment warranty or the manufacturer's standard equipment warranty. UpOn discovery of a defect or other warranty? rotated problem, Customer shall contact Harris for warranty support. Customer agrees not to return the Equipment until a service representative has issued an RMA, including a form which Customer must fili out describing the nature of the Equipment defect. d. Other Reasons. if Customer desires to return Equipment for other reasons, Customer must contact Harris for a RMA. Harris? customer service representative will require a ciear statement of the reason for the return request. Upon approval of Customer?s request, an RMA will be issued. Customer will not return any Equipment without an RMA. Equipment being returned may be subject to restocking and other charges. CUSTOM MANUFACTURED OR SPECIAL ORDER ARE NOT RETURNABLE. e. Upon Receipt of a Return Authorization. RMA numbers must appear on each individual package being returned. Customer is responsible for ensuring the safe return of Equipment for the full invoice amount and all shipping costs. Harris may refuse shipments of Equipment returned without a valid RMA number. Ail Equipment being returned for credit must be returned in a timely manner and in good condition. If Equipment show evidence of damage, wear and tear, or if components or accessories are missing, then Harris at its sole judgment may reduce any credit agreed to prior to receipt of the Equipment. 11. Limited Warranty. a. Harris warrants the Equipment and Software ordered hereunder as of the Date of Acceptance to be substantially free from defects in material and workmanship. Harris' liability under this Limited Warranty will commence on the Date of Acceptance of the individual item of Equipment and Software and will terminate after 12 months. Written notice of any defects will be given to Harris upon discovery and Harris wiil promptiy correct such defects by repair or replacement, at its option, without charge. Harris uses new and reconditioned parts to complete repairs and repiacements under the terms of this warranty. Defective articles will not be returned to the Harris? factory without the prior written authorization of the Harris. Cali 1600-3586297 to obtain a Return Materiai Authorization (RMA) number. Harris wiil determinate, in its sole discretion, existence and cause of the claimed defect. Speci?cally excluded from the terms of this Limited Warranty are any defects which occur as a result of: i. Acts of God. it. Physical impact, crash or foreign object damage. improper installation, use, maintenance, storage, modi?cation or alteration by the Customer or its Customer. iv. The Customer's (or its customer?s) operation of the Equipment delivered under this Agreement with any accessory, equipment or part not speci?cally approved by the Harris WPG Standard Terms and Conditions of Sets 3 June 2012 HARRIS ENFORMATEON Harris unless the Customer furnishes steer and convincing evidence that such accessory, equipment, or part was not a cause of the defect. v. Normat wear and tear. (The Customer recognizes that certain parts have a iimited service tits and will wear out through normai use.) vi. Equipment or Software subjected to misuse, detrimentai exposure or negiigence. b. Harris is not responsible under this provision for defects with respect to items not provided by Harris or its subcontractors. c. For purposes of Harris? warranties for Equipment and Software media, a "defect? is de?ned as a failure of any unit or component manufactured or supplied by Harris that is not attributable to unauthorized modification or aiteratton, misuse or tack of care In operation, maintenance or handIing. Customer?s written notice of the defect must inciude a description of the defect with detaiied information reasonably sufficient for Harris to Identify the defect and determine its probabie cause. Components or parts that Customer claims to be defective must be available to Harris for inspection and testing. Customer may not return defective Equipment, components or parts without ?rst obtaining an RMA and instructions from Harris. Customer is soiely responsibie for US. Customs and Border Protection clearance or permissions for at! replacement parts. d. CLAIMS UNDER ANY OF THE FOREGOING WARRANTIES ARE WAIVED UNLESS MADE WITHIN THE EQUIPMENT WARRANTY PERIOD IN THE CASE OF EQUIPMENT, OR WITHIN THE SOFTWARE WARRANTY PERIOD IN THE CASE OF SOFTWARE. NO PERSON IS AUTHORIZED TO GIVE ANY OTHER WARRANTIES OR TO ASSUME ANY OTHER LIABILITIES ON BEHALF, UNLESS MADE OR ASSUMED IN WRITING BY A DULY AUTHORIZED REPRESENTATIVE OF HARRIS. e. LIABILITY FOR BREACH OF ANY OR ALL WARRANTIES FOR EQUIPMENT, SOFTWARE, SERVICES AND LICENSED HARRIS PROGRAMS IS EXPRESSLY LIMITED TO THE REPAIR, REPLACEMENT, OR REFUND OF THE PURCHASE PRICE OF SUCH DEFECTIVE EQUIPMENT OR SOFTWARE, LESS A REASONABLE CHARGE FOR USE. IN NO EVENT WILL HARRIS OR ITS LICENSORS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES BY REASON OF ANY BREACH OF WARRANTY OR DEFECT IN MATERIALS OR WORKMANSHIP. HARRIS WILL NOT BE REQUIRED TO REPAIR, REPLACE, OR REFUND THE PURCHASE PRICE OF EQUIPMENT OR SOFTWARE WHICH HAVE BEEN SUBJECTED TO NEGLECT, ACCIDENT, OR IMPROPER USE, OR WHICH HAVE BEEN ALTERED OTHER THAN BY AUTHORIZED HARRIS PERSONNEL. f. THIS WARRANTY CONSTITUTES SOLE AND EXCLUSIVE LIABILITY HEREUNDER AND SOLE AND EXCLUSIVE REMEDY FOR DEFECTIVE OR NON- CONFORMING EQUIPMENT, SERVICES, AND SOFTWARE. THE FOREGOING WARRANTIES ARE IN LIEU OF ALL OTHER WARRANTIES (EXCEPT AS TO TITLE), WHETHER ORAL OR WRITTEN, EXPRESS OR IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY, ANY IMPLIED WARRANTY OR CONDITION OF FITNESS FOR A PARTICULAR PURPOSE, OR ANY WARRANTY OR CONDITION ARISING OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, OR CUSTOM OR USAGE OF TRADE. CUSTOMER AGREES THAT NO CIRCUMSTANCE CAUSING CUSTOMER EXCLUSIVE AND LIMITED REMEDIES TO FAIL IN THEIR ESSENTIAL PURPOSE WILL INCREASE OR EXTEND ANY HARRIS WARRANTY. 12. Repairs. To repair any Wireless products Equipment after the 12-month warranty has expired, Customer may cait 1-800-358?5297 to obtain an RMA number and a quote for the estimated cost for repair. Harris WPG Standard Terms and Conditions of Sale 4 June 2012 HARRIS PROPRIETARY INFORMATION a. Repair Poticy. To affect a repair on a \Mreiess Product, the Equipment and/or Software should be returned to the Harris? factory with a written description of the failure mode. Out-of?warranty repairs apply to any Equipment and/or Software whose standard 12-month warranty has expired, no Maintenance Agreement has been purchased and paid for, and/or any Equipment andlor Software damaged in a manner not covered by the standard warranty, including any defects which occur as identified under its above. Equipment andlor Software shoutd not be returned to the Harris' factory without an RMA. Catt 1800?3586297 to obtain an RMA number. b. Support Poiicy. Harris provides free heip desk support throughout the warranty period and Maintenance Agreement of purchased Equipment and/or Software. Technicai support is avaiiabie Monday through Friday, during normai business hours (Eastern Time) excluding hoiidays, via the help desk support center at 1~800~358-5297. 13. Software License. a. Subject to fuli payment of the Purchase Price by Customer, Harris grants to Customer a nontransferabie (except as expressly provided herein), nonexclusive iicense to use the Software (software, ?rmware, and documentation) in connection with use of the Equipment purchased hereunder. The Software furnished with the Equipment will he of the latest generation avaiiable at the time of shipment of the Equipment. Harris is under no obiigation to suppiy updates to the Software except where expressty agreed to by the parties in writing. b. This license is limited to object code programs and related documentation only and does not apply to any of the corresponding source code or program listings. c. Customer acknowledges that Harris (or its licensor) has valuable property rights in the Software, and the Software will continue to be the sole and exciusive property of Harris or its licenscr. Customer wili obtain no titie or rights to the Software. Ail rights in patents, copyrights and trade secrets in retation to the Software continue to be vested in Harris or its licensor. d. Customer wilt keep the Software con?dentiai by affording access to the Software only to those of its employees, agents, or consultants having a need to know and having such individuals agree in writing to the obiigations contained herein. in addition, Customer wilt employ its best efforts to prevent any unauthorized use, copying, publishing, reproducing, or disclosing of the Software and will treat the Software with the same care as its own con?dential information. o. The Software may he used oniy in conjunction with the Equipment purchased hereunder. Customer may not rent, tease, transfer, network, disptay, or distribute the Software, nor may Customer reverse engineer, disassemble, decompiie, modify, alter, translate, or adapt the Software or create any derivative thereof, except where expressiy agreed to by the parties in writing. f. Customer acknowledges that a vioiation of this Agreement wouid cause irreparabie infury to Harris or its ticensor, and that Harris or its ticensor will be entitled, in addition to any other rights and remedies it may have, at law or in equity, to an injunction enjoining and restraining Customer from doing or continuing to do any such act and any other vioiations or threatened vioiations of this Agreement. Furthermore, Customer agrees that if Harris or its ticensor shouid waive any breach of any provision of this Agreement, it wilt not thereby be deemed to have waived any preceding or succeeding breach of the same or any other provision of this Agreement. if Customer sells or otherwise disposes of Customer-owned media on which any Software is fixed, such media must be erased before any safe or disposai. 14. DiscontinuedlLast Time Buy. Harris makes no representation about the continued availability of the Equipment and Software. Harris reserves the right, in its safe discretion, with or without notice, without incurring any liability to Customer or otherwise whether in contract or tort, to Harris WPG Standard Terms and Conditions of Sale 5 June 2012 HARRIS discontinue manufacturing or setting any Equipment and Software at any time or from time to time. Harris may within its sole discretion provide Customer with an opportunity to purchase such quantities of the Equipment or Software as Customer estimates it may need (?last time buy?) within 30 days of Customer?s receipt of notice from Harris. Customer?s last time buy rights are limited to products availabie in Harris' inventory at the time of Customer?s request. Harris provide warranty services and make spare parts availabie to Customer for a period of one (1) year after notice by Harris to Customer that the Equipment has been discontinued or for a period of 90 days after notice to Customer that the Software has been discontinued. 15. inteltectuai Property indemnification. a. in the event any Equipment to be furnished under this Agreement is not to be made in accordance with drawings, samples or manufacturing speci?cations designated by Customer, but rather is the design of Harris, Harris agrees that it wilt, at its own expense and at its option, defend or settle any claim, suit, or proceeding brought against Customer or any customer of Customer, based on an aiiegation that the Equipment furnished under this Agreement constitutes a direct or a contributory infringement of any claim of any United States patent, mask work, copyright or any other inteiiectuai property right. This obligation will be effective oniy if Customer will have made all payments then due and if Harris is noti?ed promptiy of said aiiegation in writing and given authority. information. and assistance for the settlement or defense of said claim, suit, or proceeding. Harris wiil pay ail damages and costs assessed in such suit or proceedings. in the event of a fine! adjudication by a court of competent jurisdiction that the Equipment or any part thereof infringes or violates any third party inteiiectuai property right or if the use or saie thereof is enjoined, or if'the provisions of any negotiated settlement Agreement prohibit the use of the product, Harris wilt at its sole option and its own expense. either: i. Procure for Customer the right to continue using the Equipment; ii. Repiace it with a substantially equivalent non?infringing equipment; Modify it so it becomes non-infringing but substantialiy equivalent; or iv. if none of the above is reasonably available, terminate the Customer's right to use the Equipment and return to the Customer a pro~rata portion of the price originaiiy paid by Customer to Harris represented by the remaining usefui life of the Equipment as a percentage of the total usefui life. b. The foregoing indemnity does not apply to the toliowing: r. infringement by a combination of Equipment furnished under this Agreement with other equipment not furnished hereunder uniess Harris is a contributory infringer; ii. Infringement resuiting from changes or modi?cations made to or from the Equipment by the Customer; Any settiements of a claim, suit, or proceeding made without Harris' written consent; and iv. Any Equipment to be furnished under this Agreement which is to be delivered to the United States Government. 6. The foregoing states the entire liability of Harris with respect to infringement or vioiation of third party intellectual property rights in connection with Equipment furnished under this Agreement. d. in the event any Equipment to be furnished under this Agreement is to be made in accordance with drawings. samples or manufacturing speci?cations designated by Customer and is not the design of Harris, Customer wili, to the fuliest extent permitted by applicabie iaw, defend and hold Harris harmless to the same extent and subject to the same requirements as set forth in and above. Shouid the Customer be the United States Government, the Customer agrees to incorporate FAR 52.2274, Authorization and Consent, in any Purchase Order or Contract. 16. Technical Data and inventions. Harris WPG Standard Terms and Conditions of Sate 5 June 2012 HARRIS PROPRIETARY INFORMATION a. Unless speci?cally agreed to by Harris and expressly identi?ed and priced in the Agreement as a separate item or items to be delivered by Harris. the sale of Equipment, Software and Services under the Agreement confers on Customer no right in. license under, access to. or entitlement of any kind to any of Harris? technical data including. but not limited to design, process technology. software and drawings. or to any of Harris' inventions (whether or not patentable). irrespective of whether any such technical data or invention or any portion thereof arose out of work performed under or in connection with the Agreement. and irrespective of whether Customer has paid or is obligated to pay Harris for any part of the design or development of the Equipment, Software or Services. b. Harris will not be obliged to safeguard or hold con?dential any data whether technical or otherwise. furnished by Customer for Harris? performance of the Agreement unless (and only to the extent that) Customer and Harris have entered into a separate written confidentiality agreement. c. Customer will not violate Harris? copyright of documents or Software or disclose Harris' confidential or proprietary data to others without Harris? written permission. d. All inventions are and shall at all times remain Harris?s con?dential or proprietary information. All rights, title and interest in and to the Inventions. including all intellectual property rights, remain vested in Harris. its suppliers or Iicensors, subject Only to the license grant below. ?Inventions" shall mean and include all ideas. concepts, know?how, techniques, inventions. discoveries. improvements, speci?cations, designs. methods. devices. systems. reports. studies. computer software (in object or source code). programming and other documentation. flow charts. diagrams and all other information or tangible material of any nature whatsoever (in any medium and in any stage of development or completion) included in or resulting from the work contemplated hereunder, that are conceived, designed. practiced. prepared. produced or developed by Harris or any of its personnel during the course of performance of any Work. 17. Excusable Delay. a. Harris will be excused from performance under the Agreement and will not be liable to Customer for delay in performance attributable, in whole or in part. to any cause beyond its reasonable control. including, but not limited to. actions or inactions of government whether in its sovereign or contractual capacity. judicial action. war. civil disturbance. insurrection, sabotage, act of public enemy or terrorism. labor dif?culties. failure or delay in delivery by Harris' suppliers or subcontractors. transportation dif?culties. shortage of energy. materials. labor or equipment, accident. fire. flood. storm or other act of nature. Customer's fault or negligence or where compliance with any applicable environmental law or regulation by Harris is not reasonably technologically or economically feasible. or would otherwise require Harris to change its manufacturing process. b. In the event of an excusable delay. Harris will make commercially reasonable efforts to notify Customer of the nature and extent of such delay and (1) Harris will be entitled to a schedule an extension on at least a day~for~day basis. and (2) if the delay is caused by Customer's fault or negligence. Harris will be entitled to an equitable adjustment in price under the Agreement. 18. Termination. Either party may terminate this Agreement if the other party defaults in a material respect under this Agreement and fails to cure such default within thirty (30) days after receiving written notice from the other party of such default. if Harris terminates this Agreement based on the Customer?s breach. then Harris will be entitled to damages had Harris been permitted to perform in accordance with the Agreement. Customer also will be liable for all costs to Harris resulting from Harris? attempt to enforce its rights hereunder. including. but not limited to collection agency fees. attorney fees. court costs. etc. Harris WPG Standard Terms and Conditions of Sale 7 June 2012 HARRIS PROPRIETARY 19. Export and Re-Export Restrictions. a. Customer acknowledges that the Equipment and Software sold or licensed to it by Harris under this Agreement may be subject to export controls under the laws of the United States or Canada. Customer will not export or re-export the Equipment or Software, technology, or products manufactured from the technology that are the subject of the Agreement in violation of the export control laws of the United States or Canada. Customer will, to the fullest extent permitted by applicable law defend and hold Harris harmless from and against any loss, damage, or liability arising out of Customer's failure to comply with this Section 19. The Customer wilt supply to the Harris on a timeiy basis all necessary information and documentation requested by Harris in order to permit the Harris to export the Equipment, Software and/or Services with respect to any Purchase Order issued by the Customer hereunder, in accordance with the terms of this Agreement. b. To the extent any technical data is exchanged between the parties, the receiving party represents and warrants that no technical data furnished to it by the disclosing party shall be disclosed to any foreign nation, firm, or country, including foreign nationals, employed by or associated with the receiving party, nor shall any technicai data be exported from the United States without ?rst complying with all requirements of the international Traffic in Arms Regulations (ITAR) or the Export Administration Regulations (EAR), including the requirement for obtaining any export license if applicable. The receiving party shalt ?rst obtain the written consent of the disclosing party prior to submitting any request for authority to export any such technical data. The receiving party wili, to the fullest extent permitted by applicable law defend and hold the disclosing party harmiess for all ciairns, demands, damages, costs, ?nes, penalties, attorney?s fees. and all other expenses arising from failure of the receiving party to comply with this Section 19 or with the and EAR. c. Harris will not provide, or be responsible for obtaining any US. Government export licenses/approvals to provide any technical information, data or technical services to Customer or Customer?s representatives, consultants or agents who are "foreign persons" as defined in the Customer has the sole responsibility for obtaining necessary US. Government export licenses/approvals for any transfer of Equipment, Software or Services to Customer hereunder to Customer's representatives, consultants or agents who are such "foreign persons." Further, Harris will not be responsible for late delivery, delay or nonperiormance under this Agreement due to the US. Government's deiay or denial of any license that is Customer's to obtain. 20. Compliance with Waste Recycling Laws. Customer acknowledges and agrees that the supply of the Equipment by Harris to the Customer, and the resets or re?supply of the Equipment by the Customer, may give rise to obligations for Harris and the Customer under applicable environmental laws or regulations as defined herein. The Customer will be responsible for the collection, recyciing, reuse and disposal of the Equipment in compliance with such Environmental Laws. "Environmental Laws" means any law or regulation in any jurisdiction worldwide applicable to the Agreement and includes but it is not limited to the recycling or treatment of waste equipment including the laws implementing the Directive as de?ned hereinafter. Directive? means the European Union Directive on Waste Electrical Equipment and will include any and all national iaws and regulations, whether civil. criminal, administrative, in any jurisdiction giving effect to that meaning including, but limited to, statutes and subordinate legislation, ordinances permits, common law, local laws, judgments, and any notices, orders, directions, instructions or decisions of any competent authority. Harris may arrange for services, paid for by Customer, to recycle or dispose of Harris manufactured products in compliance with the Environmental Laws. The Customer will to the fullest extent permitted by applicable law defend and hold Harris harmless against all expenses. costs, claims, or damage of any nature incurred by any of them relating to the collection, recycling, reuse and disposal of any Equipment or otherwise arising in connection with their respective Harris WPG Standard Terms and Conditions of Sale 8 June 2012 HARRIS PROPREETARY INFORMATION obiigations under the Environmental Laws, or by reason of any failure or atleged failure by the Customer to comply with its obligations under the Environmental Laws. The Customer will provide Harris with such compliance plans or other documents and information that Harris may reasonably request to enable Harris and its af?liates to verify and prove to any enforcement agency the oompiiance by the Customer and Harris of their respective obligations under this Section and/or the Environmental Laws. 21. Limitation of Liability. NOT WITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, UNDER NO CIRCUMSTANCES WILL HARRIS BE LIABLE FOR (A) ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES REGARDLESS OF THE CAUSE OR (B) LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR LOSS OF USE EVEN IF HARRIS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION WILL APPLY TO ANY CLAIM OR CAUSE OF ACTION WHETHER IN CONTRACT OR TORT. IN NO EVENT WILL LIABILITY TO CUSTOMER OR ANY PARTY CLAIMING THROUGH CUSTOMER EXCEED THE ACTUAL PURCHASE PRICE PAID BY CUSTOMER FOR ANY EQUIPMENT, SOFTWARE OR SERVICES SUPPLIED HEREUNDER. THIS SECTION WILL SURVIVE THE TERM OR EXPIRATION OF THIS AGREEMENT. CUSTOMER AGREES, TO THE FULLEST EXTENT PERMIITED BY APPLICABLE LAW, TO HOLD HARMLESS HARRIS AGAINST ALL LOSS OR LIABILITY FROM CLAIMS BY CUSTOMER OR A THIRD PARTY ARISING OUT OF OR RELATING TO INSTALLATION, OPERATION, OR USE OF THE EQUIPMENT OR SOFTWARE. 22. Applicable Law, Venue, and Jurisdiction. The Agreement, and any disputes related thereto, wilt be governed by and interpreted in accordance with the laws of the State of Nevada, USA, without regard to con?ict of law principles. The parties specificaliy exclude the application of the United Nations? Convention on Contracts for the Internationai Sale of Goods to the Agreement, to the contractuai relationship created under the Agreement, and to the construction, validity, enforcement. and interpretation of the Agreement. The parties agree that the exclusive venue for any action arising out of or rotated to the Agreement be in the courts with the appropriate jurisdiction tocated in Brevard County, Florida, and each party irrevocabiy submits to the jurisdiction of each such court in any such action and waives any objection it may now or hereafter have to venue or personal jurisdiction in each such court. The party in any action related to the dispute or interpretation of the Agreement be entitled to recover its reasonable attorneys fees incurred in pursuing the action, inciuding those fees incurred throughout alt bankruptcy and appellate proceedings. 23. Jury Waiver. Customer and Harris further agree, to the extent permitted by law, to waive ail rights to a trial by iury of any action rotating to the dispute or interpretation of the agreement, whether sounding in contract, tort, or otherwise. The parties specifically acknowledge that this waiver is made knowingly and voluntarily after an adequate opportunity to negotiate its terms and that such waiver is materiai consideration for the sate and purchase contempiated hereby. 24. Assumption of Risk. Each party hereto acknowledges the risks of its undertakings hereunder, the uncertainty of the bene?ts and obligations hereunder, and its assumption of such risks and uncertainty. Each party has conducted its own due diligence and requested and reviewed any contracts, business plans. financial documents and other written material as in such party?s opinion wilI be the basis of that party's decision to enter into the Agreement. 25. Reliance on Counsel and Other Advisors. Each party has consuited such legal, ?nanciai, technical or other experts it deems necessary or desirabie before entering into the Agreement. Each party represents and warrants that it has read, knows, understands and agrees with the terms of the Agreement, and the Agreement witl not be construed against either party as the drafter. 26. Comptiance with Appticable Laws. Customer warrants that Customer will comply with any and alt applicable US. federai, state and iocai iaws, and will operate in good faith to comply with other iaws Harris WPG Standard Terms and Conditions of Sate 9 June 2012 HARRIS PROPRIETARY INFORMATION 27. and regulations and industry best practices, applicable to such party?s performance hereunder, and wiil act to correct any noncompliance once identi?ed. Fiscal Funding Out. Customer reasonably believes that funds can be obtained suf?cientiy to make all payments during the term of this contract. it Customer does not aitocate funds to continue the purchase of the product and/or service, this contract shall be terminated when appropriated funds expire. 28. General Provisions. a. Publicity. Neither party will, without the prior written consent of the other party: issue any news release, public announcement, denial or con?rmation of this Agreement or its subject matter; or in any manner advertise or publish the fact of this Agreement. . Disputes. The parties will to the fullest extent practical resolve disputes through collaborative procedures. To that end, any and all disputes between the parties be quickly addressed to prevent such disputes from causing contractual or performance probiems. . Assignment. Customer wiil not assign any of its rights under this Agreement, voluntarily or invoiuntarily, whether by merger, consolidation, dissolution, operation of law or any other manner. Any purported assignment of rights in violation of this Section is null and void. . if any provision of this Agreement is held invalid, illegal or unenforceable, the validity, legality or of the remaining provisions will, to the extent of such invalidity, iliegality, or unenforceability. be severed, but without in any way affecting the remainder of such provision or any other provision contained herein, all of which will continue in full force and effect. . No Waiver. Waiver or failure by Harris to enforce any of the terms or conditions hereunder or the delay in exercise of any of its remedies or any terms or condition herein. wilt not be a future waiver of any such right, or be a waiver of any other term, condition or remedy contained herein. . Headings. Headings in this Agreement are provided for the convenience only and do not affect this Agreement's construction or interpretation. . Orders issued under Government Prime or Subcontracts. In the event this Agreement relates to a U.S. federal government prime contract or subcontract, nothing contained in this Agreement will be construed to authorize the waiver of any provision of law as prescribed in Federal Acquisition Regulation (FAR) Part 12, or terms as set forth in the current version of FAR 52.244-6, Subcontracts for Commercial ltems, if applicable. . Notices. All notices must be in writing and will be effective when received by (1) persona! delivery, (2) registered, certified, or nationally recognized overnight maii, proof of receipt requested, and (3) facsimile, it confirmed within three (3) business days by one of the other methods herein, at the addresses or facsimile numbers indicated or to such other addresses or facsimile numbers as the parties may specify by giving notice pursuant hereto. A copy of alt notices must be sent to Harris Corporation, PO Box 37, Mail Stop: Melbourne, FL 32902, Attention: Contracts Manager, or email to wgg@harris.com. English Language. The parties confirm that it is their wish that this Agreement, as well as any other documents relating hereto including notices, have been and wiil be drawn up in English only. Harris WPG Standard Terms and Conditions of Sate 10 June 2012 PROPRIETARY j. GSA. Ail purchase orders issued under the Genera! Services Administration (GSA) Schedule are subject to the GSA Terms and Conditions which will supersede ail other terms and conditions provided. k. Survivability. The following provisions shalt survive the completion or termination of this Agreement: Section 3 (Restricted Use), Section 11 (Limited Warranty). Section 13 (Software License). Section 15 (Intellectual Property indemni?cation), Section 19 (Export and Re?export Restrictions), Section 21 (Limitation of Section 22 (Appiicable Law, Venue and Jurisdiction), Section 23 (Jury Waiver), and Section 27 (General Provisions). 29. Entire Agreement. The Agreement supersedes all previous proposals. negotiations, conversations. and understandings. whether orai or written, and constitutes the sole and entire agreement between the parties pertaining to the subject matter hereof. No modi?cation or deietion of, or addition to these terms, be binding unless made in writing and signed by duly authorized representatives of both parties. Harris GCSD Customer - tall 991% W.C Brian W. Corporation mem Commune ?lmi rr), . 350922434?? Signature Signgture 5 Brian w. Cum i441] Name Name Contracts Manager Title Title March 11.2013 3? 8h}? Date Date 11?ng and grit-J 23pm A. 14% . . 1H), '07th 3.252751" 7/ kHz), 4' Harris WPG Standard Terms and Conditions of Sate 11 June 2012 HARRES PROPRIETARY PURCHASING ANALYST CHECK SHEET For Awards between $50,000 and $500,000 Analyst Name: Diana Kelley Date: 2/21/2013 Amount: Original Award NTE $300,000 Revised award Est. Annual amount $200,000 increase based on budget appropriations Number: CBE 601214?08 revised Title: Surveillance Equipment Vendor: 508766 Harris Corp. Wireless Product Vendor Contact and Phone #1 do not contact vendor Using Bureau: Law Enforcement . Investigations Bureau P00 and Phone Lt. Guedry Bond Requirements: NA Insurance Requirements: NA Period of Performance: . . . . Renewal Option Terms/Years: As long as competitive bidding exception GT exists 332.115 COWETITWE BIDDING EXCEPTION Yes N0 (NON-PROFESSIONAL SERVICES) Approved POR No. (if Applicable). Award based on NRS 332.115 Received DA approval for any associated contracts. Circle One: CONTRACT ISSUE Additional Information if needed: This purchase is exempt from competitive bidding per NRS 332.115 2. (3.) The purchase of equipment for use by a local law enforcement agency in the course of an undercover investigation is not subject to the requirements of this chapter for competitive bidding, as determined by the governing body or its authorized representative, if; The equipment is an electronic or mechanical device which by design is intended to monitor and document in a clandestine manner suspected criminal activity. Equipment details are con?dential (OPSEC) per Lt. Gawain Guedry. Previous PA checksheet was approved in the amount NTE $300,000 on July 10, 2008 for the purchase of equipment and maintenance. Due to technological advances, upgrades to the equipment are necessary in the amount of $1 16,500. These upgrades plus previous purchases will exceed the NTE $300,000, thus requiring the PA cheeksheet to be revised from a NTE $300,000 to an Estimated Annual Total of $200,000. This amount should be sufficient to cover routine maintenance for years in which upgrades are not necessary and to cover upgrades when necessary based on advances in technology. Annual maintenance costs without upgrades are an estimated $41,000. Reviewed by: Reviewed by: Approved: Approved for Award: kw Diana Keiley Purchasing Analyst if} Za?. ?1.,er MW {e Regina Heilman?Ryan, M. Purchasing Manager Vi? {fr?i?av iza th Vibert Deputy District Attorney Km ., 43in? Karen?Keller Chief Financial Of?cer cc: Department Director Accounting (Roberta Eaton Rachel Soukup) End User Date 511,555 Date Date 3/2/13 Date Harris Government Communications Systems Division Terms and Conditions of Sale for Wireless Equipment, Software and Services Effective Date: June 25, 2012 1. De?nitions. In addition to the terms de?ned elsewhere, the following terms used herein have the following meanings: a. ?Agreement? means the instrument of contracting; such as a Purchase Order, or other such designation which these terms and conditions of sale for Wireless Equipment, Software and Services are incorporated. b. ?Customer" means the purchaser of Equipment, Software, or Services from Harris. 0. ?Date of Acceptance" means the date when the Customer receives an item of Equipment, Software and/or Services in an undamaged or non?defective condition. d. ?Environmental Laws? means any law or regulation in any jurisdiction worldwide applicable to the Agreement and includes but it is not limited to the recycling or treatment of waste equipment including the laws implementing the Directive. e. ?Equipment" means any hardware, including components, but excluding any Software or Services. f. ?Harris? means Harris Corporation, acting through its Government Communications Systems Division. 9. ?Maintenance Agreement" means a separate agreement for maintenance of the items procured hereunder; such services are not inciuded in this Agreement. h. "Purchase Order" means the Customer?s purchase order as acknowledged by Harris on its standard acknowledgement form. i. ?Purchase Price? means the purchase price as identi?ed in the Purchase Order. j. ?Quote? means the price quotation of Harris itemizing the purchase price and all exhibits referred to within such Quote, including but not limited to the technical proposal, technical speci?cations, scope of work, schedule, the Agreement and any Maintenance Agreement speci?cally included in the purchase price. k. ?Services? means, training, maintenance support, or other services to be provided to Customer as part of the Agreement. ?Software? means software and ?rmware, including all copies provided to Customer. m. Directive? means the European Union Directive on Waste Electrical Equipment and includes any and all nationai laws and regulations, whether civil, criminal, administrative, in any jurisdiction giving effect to that meaning including, but limited to, statutes and subordinate legislation, ordinances permits, common iaw, local laws, judgments, and any notices, orders, directions, instructions or decisions of any competent authority . 2. Restricted Use. All Wireless Equipment and/or Software sold by Harris provides the Customer with a capability that is restricted and otherwise controlled under United States Code Title 18 ?2512. Use of Equipment is strictly governed by applicable federal, state and local law associated with the intercept and monitoring of orai communications. The Customers obligation to protect information includes, but not limited to, the names of speci?c products, pricing, technical and performance data. Under no circumstances should any information regarding Customers purchase or use of Harris Wireless Products be posted on any public website, including procurement websites. Harris assumes no liability for any use, misuse or improper use of the Equipment and makes no representations as to Equipment suitability for any speci?c application. Buyer's right to transfer, sell or assign the Equipment shall be limited to authorized law enforcement and government agencies with the prior written consent of Harris. a. In the event that any of the Equipment or Software purchased under this Agreement is lost or stolen, the Customer shaii contact the Harris Help Desk at 1-800?358-529? within 3 business Harris WPG Standard Terms and Conditions of Sale 1 June 2012 HARRIS PROPRIETARY INFORMATION days. Customer shall provide the Part Number and Seriai Number of the Equipment and/or Software and a summary of facts surrounding the incident. Failure to comply with this requirement may resuit in Harris not accepting future orders from the Customer. 3. ProposalIQuote Validity. Prices quoted are valid for 180 days from the date of Quote. After the expiration of the 180-day period, Harris may modify its prices or extend the validity period. 4. Acceptance Modification of Terms. The Agreement wiil be deemed accepted by Customer upon the ?rst to occur of Customer's issuance of the Purchase Order; or (ii) Harris' commencement of performance under the Agreement. In either such event any additional or different terms proposed by Customer are rejected uniess expressly approved in writing by Harris. No communication from Customer that in any way differs from or adds to the Agreement, irrespective of whether or not Harris reasonably obiects thereto, will be binding upon Harris unless such different or additional terms are agreed to in writing by both Harris and Customer. 5. Taxes. Ail prices quoted are exclusive of alt applicable sales, use, excise, and other taxes, duties, fees, or charges. Uniess evidence of vaiid tax exempt status and/or resale certificate is provided by Customer prior to shipment, Harris shall add and Customer shail pay ail such applicable taxes or charges levied or imposed to the invoice for the Equipment, Software, and/or Services. 6. Shipping and Delivery. Uniess otherwise stated in the Agreement, at! prices and terms are F.O.B. Destination and include freight charges. Harris may ship Equipment in muitiple lots and Customer agrees to accept such muitipie shipments and pay for each lot in accordance with the payment terms set forth herein. 7. Title and Risk of Loss. Title to and risk of loss for Equipment and Software media sold under the Agreement will pass to Customer upon receipt of equipment. 8. Payment Terms. a. Payment for an invoice is due within 30 days from the date of the invoice. to. Domestic Purchase Orders (not including Maintenance Agreements) are for shipments of Equipment, Software and/or Services to be delivered or Services to be performed within the continental United States and Canada. Harris wili submit an invoice within 30 days of the Date of Acceptance of an individuai deiivery of Equipment, Software or performance of Services as identi?ed in the Purchase Orders. 9. Annual Maintenance Agreement. Upon expiration of the warranty period, Customer may execute a separate maintenance agreement with Harris for Equipment andlor Software. Such maintenance agreements are availabte for a percentage of the original Purchase Prices of the Equipment and/or Software. Annual maintenance agreements inciude: a. Customer telephone support during normai business hours, excluding holidays (Monday through Friday, Eastern Time). b. Additionai 12?month warranty on Equipment, with respect to the Equipment Maintenance Agreement. c. For Software Maintenance Agreements Harris provide noti?cation of and free access to Software upgrades as de?ned in the maintenance agreement. 10. Equipment Return Policy. Harris WPG Standard Terms and Conditions of Safe 2 June 2012 HARRIS PROPRIETARY a. Equipment Damaged in Shipment. Upon receipt of shipments, Customer should open and inspect all boxes immediately for possibie freight damage. if damage is found. Customer must notify the delivery carrier within 48 hours and request an inspection from the freight carrier. After notifying the delivery carrier of damage, Customer wiil contact Harris for further instructions. Damaged Equipment may not be returned without Harris? prior authorization. For Equipment returned under this paragraph the Date of Acceptance shall be adjusted to re?ect the date repaired or undamaged Equipment is received. . Items Shipped in Error. if the Customer receives Equipment andlor Software in error, the Customer wiil notify Harris and Harris will provide return instructions, pay shipping costs (provided Harris? instructions are followed) and provide a Return Material Authorization (RMA). Customer will retain the Equipmeni?s original packing material for use in return shipment to Harris. 0. Defective Equipment. Equipment is provided with either Harris? standard equipment warranty or the manufacturer's standard equipment warranty. Upon discovery of a defect or other warranty- reiated problem, Customer shall contact Harris for warranty support. Customer agrees not to return the Equipment until a service representative has issued an RMA, including a form which Customer must ?li out describing the nature of the Equipment defect. d. Other Reasons. If Customer desires to return Equipment for other reasons, Customer must contact Harris for a RMA. Harris' customer service representative wiiI require a ciear statement of the reason for the return request. Upon approvai of Customer?s request, an RMA will he issued. Customer will not return any Equipment without an RMA. Equipment being returned may be subject to restocking and other charges. CUSTOM MANUFACTURED OR SPECIAL ORDER ITEMS ARE NOT e. Upon Receipt of a Return Authorization. RMA numbers must appear on each individuai package being returned. Customer is responsible for ensuring the safe return of Equipment for the fuil invoice amount and ail shipping costs. Harris may refuse shipments of Equipment returned without a valid RMA number. Ali Equipment being returned for credit must be returned in a timely manner and in good condition. if Equipment show evidence of damage, wear and tear, or if components or accessories are missing, then Harris at its sole judgment may reduce any credit agreed to prior to receipt of the Equipment. 11. Limited Warranty. a. Harris warrants the Equipment and Software ordered hereunder as of the Date of Acceptance to be substantially free from defects in material and workmanship. Harris? liability under this Limited Warranty will commence on the Date of Acceptance of the individual item of Equipment and Software and wili terminate after 12 months. Written notice of any defects will be given to Harris upon discovery and Harris will correct such defects by repair or replacement. at its option, without charge. Harris uses new and reconditioned parts to compiete repairs and reptacements under the terms of this warranty. Defective?articles not be returned to the Harris? factory without the prior written authorization of the Harris. Cali 143008586297 to obtain a Return Material Authorization (RMA) number. Harris wilt determinate, in its sole discretion, existence and cause of the claimed defect. Speci?cally excluded from the terms of this Limited Warranty are any defects which occur as a result of: i. Acts of God. ii. Physical impact, crash or foreign object damage. Improper installation, use, maintenance, storage, modi?cation or alteration by the Customer or its Customer. iv. The Customer's (or its customer's) operation of the Equipment deiivered under this Agreement with any accessory, equipment or part not speci?cally approved by the Harris WPG Standard Terms and Conditions of Sale 3 June 2012 HARRIS PROPRIETARY ENFORMATION Harris unless the Customer furnishes clear and convincing evidence that such accessory, equipment, or part was not a cause of the defect. v. Normal wear and tear. (The Customer recognizes that certain parts have a limited service life and will wear out through normal use.) vi. Equipment or Software subjected to misuse, detrimental exposure or negligence. b. Harris is not responsible under this provision for defects with respect to items not provided by Harris or its subcontractors. . For purposes of Harris' warranties for Equipment and Software media, a ?defect" is de?ned as a failure of any unit or component manufactured or supplied by Harris that is not attributable to unauthorized modi?cation or aiteration, misuse or Iack of care in operation, maintenance or handiing. Customer?s written notice of the defect must include a description of the defect with detailed information reasonably sufficient for Harris to identify the defect and determine its probable cause. Components or parts that Customer ciaims to be defective must be available to Harris for inspection and testing. Customer may not return defective Equipment, components or parts without first obtaining an RMA and instructions from Harris. Customer is solely responsibie for US. Customs and Border Protection clearance or permissions for all replacement parts. d. CLAIMS UNDER ANY OF THE FOREGOING WARRANTIES ARE WAIVED UNLESS MADE WITHIN THE EQUIPMENT WARRANTY PERIOD IN THE CASE OF EQUIPMENT, OR WITHIN THE SOFTWARE WARRANTY PERIOD IN THE CASE OF SOFTWARE. NO PERSON IS AUTHORIZED TO GIVE ANY OTHER WARRANTIES OR TO ASSUME ANY OTHER LIABILITIES ON BEHALF, UNLESS MADE OR ASSUMED IN WRITING BY A DULY AUTHORIZED REPRESENTATIVE OF HARRIS. . LIABILITY FOR BREACH OF ANY OR ALL WARRANTIES FOR EQUIPMENT. SOFTWARE, SERVICES AND LICENSED HARRIS PROGRAMS IS EXPRESSLY LIMITED TO THE REPAIR, REPLACEMENT, OR REFUND OF THE PURCHASE PRICE OF SUCH DEFECTIVE EQUIPMENT OR SOFTWARE, LESS A REASONABLE CHARGE FOR USE. IN NO EVENT WILL HARRIS OR ITS LICENSORS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES BY REASON OF ANY BREACH OF WARRANTY OR DEFECT IN MATERIALS OR WORKIVIANSHIP. HARRIS WILL NOT BE REQUIRED TO REPAIR, REPLACE, OR REFUND THE PURCHASE PRICE OF EQUIPMENT OR SOFTWARE WHICH HAVE BEEN SUBJECTED TO NEGLECT, ACCIDENT, OR IMPROPER USE, OR WHICH HAVE BEEN ALTERED OTHER THAN BY AUTHORIZED HARRIS PERSONNEL. (D f. THIS WARRANTY CONSTITUTES SOLE AND EXCLUSIVE LIABILITY HEREUNDER AND SOLE AND EXCLUSIVE REMEDY FOR DEFECTIVE OR NON- CONFORMING EQUIPMENT, SERVICES, AND SOFTWARE. THE FOREGOING WARRANTIES ARE IN LIEU OF ALI. OTHER WARRANTIES (EXCEPT AS TO TITLE), WHETHER ORAL OR WRITTEN, EXPRESS OR IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY, ANY IMPLIED WARRANTY OR CONDITION OF FITNESS FOR A PARTICULAR PURPOSE, OR ANY WARRANTY OR CONDITION ARISING OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, OR CUSTOM OR USAGE OF TRADE. CUSTOMER AGREES THAT NO CIRCUMSTANCE CAUSING CUSTOMER EXCLUSIVE AND LIMITED REMEDIES TO FAIL IN THEIR ESSENTIAL PURPOSE WILL INCREASE OR EXTEND ANY HARRIS WARRANTY. 12. Repairs. To repair any Wireiess products Equipment after the 12?month warranty has expired, Customer may cali 1-800-358?5297 to obtain an RMA number and a quote for the estimated cost for repair. Harris WPG Standard Terms and Conditions of Sate 4 June 2012 HARRIS PROPRIETARY INFORMATION a. Repair Policy. To affect a repair on a Wireless Product. the Equipment andfor Software should be returned to the Harris? factory with a written description of the failure mode. Out?of~warranty repairs apply to any Equipment and/or Software whose standard 12-month warranty has expired, no Maintenance Agreement has been purchased and paid for, and/or any Equipment and/or Software damaged in a manner not covered by the standard warranty, including any defects which occur as identified under 11a above. Equipment and/or Software shouid not be returned to the Harris' factory without an RMA. Call 1-800-358-5297 to obtain an RMA number. to. Support Poiicy. Harris provides free help desk support throughout the warranty period and Maintenance Agreement of purchased Equipment andlor Software. Technicai support is available Monday through Friday, during normal business hours (Eastern Time) excluding holidays, via the help desk support center at 1-800?358-5297. 1 3. Software License. a. Subject to full payment of the Purchase Price by Customer, Harris grants to Customer a nontransferabie (except as expressly provided herein), nonexclusive license to use the Software (software, ?rmware, and documentation) in connection with use of the Equipment purchased hereunder. The Software furnished with the Equipment wili be of the tatest generation available at the time of shipment of the Equipment. Harris is under no obligation to supply updates to the Software except where expressly agreed to by the parties in writing. b. This license is limited to object code programs and related documentation only and does not apply to any of the corresponding source code or program listings. c. Customer acknowledges that Harris (or its licensor) has valuable property rights in the Software, and the Software will continue to be the sole and exclusive property of Harris or its licensor. Customer will obtain no title or rights to the Software. All rights in patents, copyrights and trade secrets in relation to the Software will continue to be vested in Harris or its iicensor. d. Customer will keep the Software confidential by affording access to the Software only to those of its employees, agents, or consultants having a need to know and having such individuals agree in writing to the obligations contained herein. in addition, Customer will employ its best efforts to prevent any unauthorized use, copying, publishing, reproducing, or disclosing of the Software and will treat the Software with the same care as its own con?dential information. e. The Software may he used only in coniunction with the Equipment purchased hereunder. Customer may not rent, lease, transfer, network, display, or distribute the Software, nor may Customer reverse engineer, disassemble, decompile, modify, alter, translate, or adapt the Software or create any derivative thereof, except where expressly agreed to by the parties in writing. f. Customer acknowledges that a violation of this Agreement would cause irreparable injury to Harris or its iicensor, and that Harris or its iicensor will be entitled, in addition to any other rights and remedies it may have, at law or in equity, to an iniunction enjoining and restraining Customer from doing or continuing to do any such act and any other violations or threatened viotations of this Agreement. Furthermore, Customer agrees that if Harris or its licensor shouid waive any breach of any provision of this Agreement, it will not thereby be deemed to have waived any preceding or succeeding breach of the same or any other provision of this Agreement. If Customer sells or otherwise disposes of Customer?owned media on which any Software is ?xed, such media must be erased before any sale or disposal. 14. Availability DiscontinuedILast Time Buy. Harris makes no representation about the continued availability of the Equipment and Software. Harris reserves the right, in its sole discretion, with or without notice, without incurring any liability to Customer or otherwise whether in contract or tort, to Harris WPG Standard Terms and Conditions of Sale 5 june 2012 HARRIS PROPRIETARY INFORMATION discontinue manufacturing or setting any Equipment and Software at any time or from time to time. Harris may within its sole discretion provide Customer with an opportunity to purchase such quantities of the Equipment or Software as Customer estimates it may need ("last time buy") within 30 days of Customer's receipt of notice from Harris. Customer's last time buy rights are limited to products availabie in Harris' inventory at the time of Customer?s request. Harris witl provide warranty services and make spare parts avaiiable to Customer for a period of one (1) year after notice by Harris to Customer that the Equipment has been discontinued or for a period of 90 days after notice to Customer that the Software has been discontinued. 15. intellectual Property indemnification. a. in the event any Equipment to be furnished under this Agreement is not to be made in accordance with drawings, sampies or manufacturing speci?cations designated by Customer, but rather is the design of Harris, Harris agrees that it at its own expense and at its option, defend or settie any claim, suit, or proceeding brought against Customer or any customer of Customer, based on an ailegation that the Equipment furnished under this Agreement constitutes a direct or a contributory infringement of any claim of any United States patent, mask work, copyright or any other inteilectual property right. This obligation be effective only it Customer will have made all payments then due and if Harris is noti?ed promptiy of said allegation in writing and given authority, information, and assistance for the settlement or defense of said claim, suit, or proceeding. Harris will pay alt damages and costs assessed in such suit or proceedings. In the event of a final adjudication by a court of competent jurisdiction that the Equipment or any part thereof infringes or violates any third party intellectual property right or if the use or sale thereof is enjoined, or if the provisions of any negotiated Agreement prohibit the use of the product, Harris will at its sole option and its own expense, either: i. Procure for Customer the right to continue using the Equipment; ii. Replace it with a substantiaily equivalent non?infringing equipment; Modify it so it becomes non-infringing but substantially equivaient; or iv. if none of the above is reasonabiy available, terminate the Customer's right to use the Equipment and return to the Customer a pro?rate portion of the price originally paid by Customer to Harris represented by the remaining useful life of the Equipment as a percentage of the totai usefui life. 13. The foregoing indemnity does not appiy to the following: i. infringement by a combination of Equipment furnished under this Agreement with other equipment not furnished hereunder uniess Harris is a contributory infringer; ii. infringement resulting from changes or modi?cations made to or from the Equipment by the Customer; Any settlements of a claim, suit, or proceeding made without Harris? written consent; and iv. Any Equipment to be furnished under this Agreement which is to be delivered to the United States Government. c. The foregoing states the entire liability of Harris with respect to infringement or violation of third party inteliectuai property rights in connection with Equipment furnished under this Agreement. d. In the event any Equipment to be furnished under this Agreement is to be made in accordance with drawings, sampies or manufacturing specifications designated by Customer and is not the design of Harris, Customer to the fullest extent permitted by applicabte iaw, defend and hotd Harris harmless to the same extent and subject to the same requirements as set forth in and above. Should the Customer be the United States Government, the Customer agrees to incorporate FAR 52.227-1, Authorization and Consent, in any Purchase Order or Contract. 16. Technical Data and inventions. Harris WPG Standard Terms and Conditions of Sale 6 June 2012 PROPRIETARY a. Unless speci?cally agreed to by Harris and expressly identi?ed and priced in the Agreement as a separate item or items to be delivered by Harris, the sale of Equipment, Software and Services under the Agreement confers on Customer no right in, license under, access to, or entitlement of any kind to any of Harris? technical data including, but not limited to design, process technology, software and drawings, or to any of Harris? inventions (whether or not patentable), irrespective of whether any such technical data or invention or any portion thereof arose out of work performed under or in connection with the Agreement, and irrespective of whether Customer has paid or is obligated to pay Harris for any part of the design or development of the Equipment, Software or Services. b. Harris will not be obliged to safeguard or hold con?dential any data whether technical or otherwise, furnished by Customer for Harris' performance of the Agreement unless (and only to the extent that) Customer and Harris have entered into a separate written con?dentiality agreement. (3. Customer will not violate Harris? copyright of documents or Software or disclose Harris' confidential or proprietary data to others without Harris' written permission. d. All inventions are and shall at all times remain Harris?s confidential or proprietary information. All rights, title and interest in and to the inventions, including all intellectual property rights, remain vested in Harris, its suppliers or licensors, subject ?only to the license grant below. ?inventions" shall mean and include all ideas. concepts, know-how, techniques, inventions, discoveries. improvements, speci?cations, designs, methods, devices, systems, reports, studies, computer software (in object or source code), programming and other documentation, flow charts, diagrams and all other information or tangible material of any nature whatsoever (in any medium and in any stage of development or completion) included in or resulting from the work contemplated hereunder, that are conceived, designed, practiced, prepared, produced or developed by Harris or any of its personnel during the course of performance of any Work. Excusable Delay. a. Harris will be excused from performance under the Agreement and will not be liable to Customer for delay in performance attributable, in whole or in part, to any cause beyond its reasonable control, including, but not limited to, actions or inactions of government whether in its sovereign or contractual capacity, judicial action, war, civil disturbance, insurrection, sabotage, act of public enemy or terrorism, labor dif?culties, failure or delay in delivery by Harris? suppliers or subcontractors, transportation dif?culties, shortage of energy, materials, labor or equipment, accident, ?re, flood, storm or other act of nature, Customer's fault or negligence or where compliance with any applicable environmental law or regulation by Harris is not reasonably technologically or economically feasible, or would otherwise require Harris to change its manufacturing process. to. in the event of an excusable delay, Harris will make commercially reasonable efforts to notify Customer of the nature and extent of such delay and (1) Harris will be entitled to a schedule an extension on at least a day?for?day basis. and (2) if the delay is caused by Customer?s fault or negligence, Harris will be entitled to an equitable adjustment in price under the Agreement. 18. Termination. Either party may terminate this Agreement if the other party defaults in a material respect under this Agreement and fails to cure such default within thirty (30) days after receiving written notice from the other party of such default. if Harris terminates this Agreement based on the Customer?s breach, then Harris will be entitled to damages had Harris been permitted to perform in accordance with the Agreement. Customer also will be liable for all costs to Harris resulting from Harris' attempt to enforce its rights hereunder, including, but not limited to collection agency fees, attorney fees, court costs, etc. Harris WPG Standard Terms and Conditions of Sale 7 June 2012 PROPRIETARY 19. Export and Re-Export Restrictions. a. Customer acknowledges that the Equipment and Software sold or licensed to it by Harris under this Agreement may be subject to export controls under the laws of the United States or Canada. Customer wilt not export or re-export the Equipment or Software, technology, or products manufactured from the technology that are the subject of the Agreement in vioiation of the export control Iaws of the United States or Canada. Customer will, to the fullest extent permitted by applicable law defend and hold Harris harmless from and against any loss, damage, or liability arising out of Customer's failure to compiy with this Section 19. The Customer will supply to the Harris on a timety basis all necessary information and documentation requested by Harris in order to permit the Harris to export the Equipment. Software and/or Services with respect to any Purchase Order issued by the Customer hereunder, in accordance with the terms of this Agreement. b. To the extent any technical data is exchanged between the parties, the receiving party represents and warrants that no technical data furnished to it by the disclosing party shatt be disctosed to any foreign nation, ?rm, or country, including foreign nationals, emptoyed by or associated with the receiving party, nor shall any technical data be exported from the United States without ?rst complying with ati requirements of the international Traf?c in Arms Regutations or the Export Administration Regulations (EAR), including the requirement for obtaining any export license if applicable. The receiving party shalt ?rst obtain the written consent of the disclosing party prior to submitting any request for authority to export any such technical data. The receiving party witi, to the fuliest extent permitted by applicable law defend and hotd the disclosing party harmless for all claims, demands, damages, costs, ?nes, penalties, attorney's fees, and all other expenses arising from taiiure of the receiving party to comply with this Section 19 or with the and EAR. c. Harris witi not provide, or be responsible for obtaining any US. Government export licenses/approvals to provide any technical information, data or technical services to Customer or Customer?s representatives. consultants or agents who are "foreign persons" as de?ned in the ITAR. Customer has the sole responsibility for obtaining necessary US Government export licenseslapprovais for any transfer of Equipment, Software or Services to Customer hereunder to Customer's representatives, consultants or agents who are such "foreign persons.? Further, Harris will not be responsible for late delivery, delay or nonperformance under this Agreement due to the US. Government's delay or denial of any license that is Customer's responsibility to obtain. 20. Comptiance with Waste Recycling Laws. Customer acknowledges and agrees that the supply of the Equipment by Harris to the Customer, and the resate or re~supply of the Equipment by the Customer, may give rise to obligations for Harris and the Customer under applicable environmental laws or regulations as defined herein. The Customer wilt be responsible for the cotlection, recycling, reuse and disposal of the Equipment in compliance with such Environmental Laws. ?Environmental Laws" means any law or regulation in any jurisdiction worldwide appticable to the Agreement and includes but it is not limited to the recycling or treatment of waste equipment inctuding the laws implementing the Directive as de?ned hereinafter. Directive? means the European Union Directive on Waste Electrical Equipment and will include any and all national laws and regulations, whether civil, criminal, administrative, in any jurisdiction giving effect to that meaning including, but limited to, statutes and subordinate iegislation, ordinances permits, common taw, local laws, judgments, and any notices, orders, directions, instructions or decisions of any competent authority. Harris may arrange for services, paid for by Customer, to recycle or dispose of Harris manufactured products in compliance with the Environmental Laws. The Customer witl to the iuilest extent permitted by applicable taw defend and hold Harris harmless against all expenses, costs. claims, tiabilities or damage of any nature incurred by any of them rotating to the coilection, recycling, reuse and disposai of any Equipment or otherwise arising in connection with their respective Harris WPG Standard Terms and Conditions of Sale 8 June 2012 HARRIS PROPRIETARY INFORMATION obligations under the Environmentat Laws, or by reason of any failure or aiieged failure by the Customer to comply with its obligations under the Environmentai Laws. The Customer will provide Harris with such compiiance plans or other documents and information that Harris may reasonably request to enable Harris and its af?liates to verify and prove to any enforcement agency the compliance by the Customer and Harris of their respective obligations under this Section and/or the Environmentai Laws. 21. Limitation of NOT WITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, UNDER NO CIRCUMSTANCES WILL HARRIS BE LIABLE FOR (A) ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES REGARDLESS OF THE CAUSE OR (B) LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR LOSS OF USE EVEN IF HARRIS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION WILL APPLY TO ANY CLAIM OR CAUSE OF ACTION WHETHER IN CONTRACT OR TORT. IN NO EVENT WILL LIABILITY TO CUSTOMER OR ANY PARTY CLAEMING THROUGH CUSTOMER EXCEED THE ACTUAL PURCHASE PRICE PAID BY CUSTOMER FOR ANY EQUIPMENT, SOFTWARE OR SERVICES SUPPLIED HEREUNDER. THIS SECTION WILL SURVIVE THE TERM OR EXPIRATION OF THIS AGREEMENT. CUSTOMER AGREES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, TO HOLD HARMLESS HARRIS AGAINST ALI. LOSS OR LIABILITY FROM CLAIMS BY CUSTOMER OR A THIRD PARTY ARISING OUT OF OR RELATING TO INSTALLATION, OPERATION, OR USE OF THE EQUIPMENT OR SOFTWARE. 22. Applicabie Law, Venue, and Jurisdiction. The Agreement, and any disputes related thereto, wilt be governed by and interpreted in accordance with the laws of the State of Nevada, USA, without regard to conflict of law principles. The parties specificaily exciude the application of the United Nations? Convention on Contracts for the International Sate of Goods to the Agreement, to the contractual reiationship created under the Agreement, and to the construction, validity, enforcement, and interpretation of the Agreement. The parties agree that the exctusive venue for any action arising out of or related to the Agreement will be in the courts with the appropriate jurisdiction tocated in Brevard County, Florida, and each party irrevocably submits to the jurisdiction of each such court in any such action and waives any objection it may now or hereafter have to venue or personal jurisdiction in each such court. The party in any action related to the dispute or interpretation of the Agreement will be entitled to recover its reasonable attorneys fees incurred in pursuing the action, inctuding those fees incurred throughout all bankruptcy and appellate proceedings. 23. Jury Waiver. Customer and Harris further agree, to the extent permitted by law, to waive all rights to a trial by jury of any action relating to the dispute or interpretation of the agreement, whether sounding in contract, tort, or otherwise. The parties specificaiiy acknowledge that this waiver is made knowingly and voluntarily after an adequate opportunity to negotiate its terms and that such waiver is material consideration for the sale and purchase contemplated hereby. 24. Assumption of Risk. Each party hereto acknowiedges the risks of its undertakings hereunder, the uncertainty of the bene?ts and obligations hereunder, and its assumption of such risks and uncertainty. Each party has conducted its own due diligence and requested and reviewed any contracts, business plans, ?nancial documents and other written material as in such party?s opinion will be the basis of that party?s decision to enter into the Agreement. 25. Reliance on Counsei and Other Advisers. Each party has consulted such legal. financiai. technical or other experts it deems necessary or desirabie before entering into the Agreement. Each party represents and warrants that it has read, knows, understands and agrees with the terms of the Agreement, and the Agreement wiit not be construed against either party as the drafter. 26. Compliance with Applicabie Laws. Customer warrants that Customer wiil comply with any and all appiicabie 1.3.8. federal, state and Iocai iaws, and will operate in good faith to comply with other iaws Harris WPG Standard ?terms and Conditions of Sale 9 June 2012 HARRIS PROPRIETARY INFORMATION 27. and regulations and industry best practices, applicable to such party?s performance hereunder, and will act to correct any noncompliance once identi?ed. Fiscal Funding Out. Customer reasonably believes that funds can be obtained sufficiently to make ail payments during the term of this contract. It Customer does not allocate funds to continue the purchase of the product and/or service, this contract shall be terminated when appropriated funds expire. 28. General Provisions. a. Publicity. Neither party will, without the prior written consent of the other party: issue any news release, public announcement, denial or con?rmation of this Agreement or its subject matter; or in any manner advertise or publish the fact of this Agreement. . Disputes. The parties will to the fullest extent practical resolve disputes through collaborative procedures. To that and, any and all disputes between the parties will be quickly addressed to prevent such disputes from causing contractual or performance problems. . Assignment. Customer will not assign any of its rights under this Agreement, voluntarily or i?nvoluntarity, whether by merger, consolidation, dissolution, operation of law or any other manner. Any purported assignment of rights in violation of this Section is null and void. . Enforceability. If any provision of this Agreement is held invalid, illegal or unenforceable, the validity, legality or enforceability of the remaining provisions will, to the extent of such invalidity. illegality, or unenforceabllity, be severed, but without in any way affecting the remainder of such provision or any other provision contained herein, all of which wilt continue in full force and effect. . No Waiver. Waiver or failure by Harris to enforce any of the terms or conditions hereunder or the deiay in exercise of any of its remedies or any terms or condition herein, will not be a future waiver of any such right, or be a waiver of any other term, condition or remedy contained herein. Headings. Headings in this Agreement are provided for the convenience only and do not affect this Agreement's construction or interpretation. . Orders issued under Government Prime or Subcontracts. in the event this Agreement relates to a US. federal government prime contract or subcontract, nothing contained in this Agreement will be construed to authorize the waiver of any provision of law as prescribed in Federal Acquisition Regulation (FAR) Part 12, or terms as set forth in the current version of FAR 52.244?6, Subcontracts for Commercial items, if appiicable. . Notices. All notices must be in writing and will be effective when received by (1) personal delivery, (2) registered, certified, or nationally recognized overnight mail, proof of receipt requested, and (3) facsimile, if con?rmed within three (3) business days by one of the other methods herein, at the addresses or facsimile numbers indicated or to such other addresses or facsimile numbers as the parties may specify by giving notice pursuant hereto. A copy of all notices must be sent to Harris Corporation, PO Box 37, Mail Stop: R511 1A, Melbourne, FL. 32902, Attention: Contracts Manager, or email to wpg@harris.com. English Language. The parties confirm that it is their wish that this Agreement, as well as any other documents relating hereto including notices, have been and will be drawn up in English only. Harris WPG Standard Terms and Conditions of Sale 10 June 2012 PROPRIETARY j. GSA. Ait purchase orders issued under the General Services Administration (GSA) Schedule are subject to the GSA Terms and Conditions which will supersede all other terms and conditions provided. k. Survivability. The following provisions shalt survive the completion or termination of this Agreement: Section 3 (Restricted Use), Section 11 (Limited Warranty), Section 13 (Software License), Section 15 (inteiiectuai Property indemni?cation), Section 19 (Export and Re-export Restrictions), Section (Limitation of Section 22 (Applicabte Law, Venue and Jurisdiction), Section 23 (Jory Waiver), and Section 27 (Generai Provisions). 29. Entire Agreement. The Agreement supersedes all previous proposals, negotiations, conversations, and understandings, whether orat or written. and constitutes the sole and entire agreement between the parties pertaining to the subject matter hereof. No modification or deietion of, or addition to these terms, will be binding uniess made in writing and signed by duly authorized representatives of both parties. Harris (3630 Customer Signature Signgture 3 Km Keller Name Name Title Tide 3! site Date Date .11?ng ow? Farm/Q ~44? /i AJ 53 . gl?xim . gift?? 1 77 {j Harris WPG Standard Terms and Conditions of Sate 11 June 2012 HARRIS PROPRIETARY Software License Key Reactivation Addendum to Harris Government Communications Systems Division Terms and Conditions of Sale for Wireless Equipment, Software and Services Effective Date: February 28, 2011 This Addendum (the ?Addendum?) to the Harris Government Communications Systems Division Terms and Conditions of Sale for Wireless Equipment, Software and Services (the ?Agreement") appiy to all Orders received from Customer for Equipment and/or Software purchased under the Agreement. In order to maintain the functionality of the Software purchased under the Agreement, as well as to be eiigible for any new Software updates and upgrades, Customer agrees to the foilowing: 1. Annual Software License Key Reactivation. Customer wiil reactivate the Software license key annually on or before the date of the one (1) year anniversary of the Agreement or, if the one (1) year anniversary date fails on a weekend or a federai holiday, on the ?rst business day thereafter. To reactivate the Software iicense key, Customer must log onto the Harris WPG tnternet website at For contact Harris WPG Customer Support at 1-800-358?5297 to obtain a oftware iicense key to renew the software for one (1) additionai year. Customer acknowiedges that timely reactivation of the Software license key is solely Customer's responsibility and Harris will not provide advance noti?cation of Customer's annuet reactivation deadline. Failure to timely and property reactivate the Software license key may affect the operation of the Equipment and/or Software. Annual Certi?cation. As part of the annual Software iicense key reactivation process. or as otherwise requested by Harris, Customer will certify that Equipment and/or Software purchased under the Agreement remains in Customer's sole possession; or that Equipment has been lost, stolen, damaged or destroyed. Customer acknowledges and agrees that it will maintain possession of the Equipment at all times. Customer also acknowledges and agrees that if it transfers, sells, leases, conveys or otherwise provides the Equipment to a third party without the prior written permission of Harris, then Customer will void its software license. Page 1 . VEGAS METROPOLITAN POLICE DEPARTMENT JOSEPH LOMBARDO, Sheriff Partners with the Community aim September 27, 2016 George Joseph Email: Re: Public Records Request dated April 30, 2016 Dear Mr. Joseph: The Las Vegas Metropolitan Police Department completed its research for documents responsive to your public records request. requested any and all invoices or procurement records since 2012 relating to various surveillance equipment. The records responsive to your request and not con?dential by law are enclosed herewith. Certain information contained within the documents is proprietary and con?dential by law and has been redacted. Such redacted information is deemed con?dential and privileged pursuant to law enforcement privilege and state and federal law. See, Donrey of Nevada, Inc. v. Bradshaw, 106 Nev. 630, 798 P.2d 144 (1990); 18 U.S.C. ?2512; NRS 332.061 (Proprietary information is not public information and is con?dential); NRS 333.020(5) (Proprietary information de?ned); NRS secret de?ned); 5 U.S.C. and Proprietary information redacted includes product names, identifying information including model numbers, unit prices and contact information. Sincerely, Assistant General Co se CMB sa Enclosures as stated 31"! 400 S. Martin L. King Blvd. Las Vegas, Nevada 89106-4372 - (702) 828-31 11 i '5 xi 13" mvw.protec?hecziy.com "3231-" .M. -