FINANCE DIVISION TO: FROM: SUBJECT: ATTN: Richard Stevens Chief Organiz Crime Division Lt. Dorothy Joyce Commanding Officer James T. Collins Administrative Manager Finance Division A 19 October 2005 _05?191?017 Upgrade Cellular Tracking Equipment I am requesting a check in the amount of $69,300.00 from the 1505 Account for the above referenced project. Attached is the documentation regarding this request. If you have any questions or require additional information, please call me on PAX 0510. APPROVED: Organized Crime Division Egghard Stey?ns hief Organized Crime Division Lt. Doroth Commanding ENTOVQXA James T. Collins Administrative Manager Finance Division mmeu?!s 5M 72': ?zz/41! 77:61 176mg Organized Crime Division 0 27am; were a- ?3 it)? To: Richard C. Stevens Chief Organized Crime Dwusnon FROM: Michael J. Cronin Commander Gang Intelligence Section SUBJECT: UPGRADE CELLULAR TRACKING EQUEPMENT Attached please ?nd a request for upgrades to two cellular tracking Systems used by the Tech Lab. Harris Corp. Stingray tracking system $23,500.00 Digital Receive Technologies $3,000.00 $60,500.00 As the equipment is used requested that 1505 funds be used for this purc RISE. Michael a? Commander Gang Intelligence Section Approved: ?0 a Deputy Chief ?3 Narcotic and Gang Investigations 3 39 t? E- I. Bureau of Investigative Services Deputy Superintendent ORGANIZED CRIME DIVISION 15 June 2005 TO: Michael J. Cronin Commander Gang Intelligence Section ROM: Technician I James P. Norris #16958 Gang Intelligence Section SUBJECT: Upgrade Cellular Tracking Equipment Cun'ently the Technical Services Lab has two se arate cellular tracki isaHam's Co 3., Stin a trackin ste Attached are quotes from both Harris DRT for grades 0 Because this equipment is used for funds be used for this purchase. ?it is requested that 1505 clinician I James P. Norris Gang Intelligence Section APPROVED: I Gainer Gang Intelligence Section Lt. Robert Grapenthien Gang Intelligence Section ORGANIZED CRIME DIVISION 15 June 2005 SUBJECT: Upgrade Cellular Tracking Equipment SIGNATURES ONLY: Michael J. Cronin Commander Intelligence Section System Solutions Inc. 3630 Commercial Ave. IL 60062 QUOTE. 1016174300 Phone 2 847-272-6160 Fax 2 847-272-8465 Date: 10/13/05 iust No: PO 'ales person: DH R'in Proj Ref: llama: CITY OF CHICAGO-CPD Ship To: CITY OF CHICAGO-CPD lttention: MIKE FALATOVICS MIKE FALATOVICS lddress: 3510 S. MICHIGAN AVE. 3510 S. MICHIGAN AVE. CHICAGO IL 60653 CHICAGO IL 60653 ?hone: 312-745-5777 . 312-745-577? Email: Shipvia: DROP SHIP Partial: Qty Part No. Vendor Part Description Unit Price Extention 1 SRAY-GSM-SW GSM SNV FOR STINGRAY 21 .000.00 21,000.00 1 TARPON GEOLOCATION SOFTWARE 3,675.00 3.675.00 1 I TRAIN-EC TRAINING - EAST COAST 5.77500 5.77500 Total 30,450.00 All prices Net Cash pre pay FOB Illinois, unless otherwise written agreed terms are established with us. Prices valid 21 days from date above and are based upon purchase of complete package quoted NOT isolated components. Please phone for alternative quotes. Failure to accept Delivery of ordered items will result In a restocking fee of $50.00 or 25% of retail price of each item whichever is grater. Above price does not Include any applicable sales lax. not liable for unintentional inaccuracies and typographical or other errors. Customer Signature print date; 10/14/05 Page 1 of 1 Information Services IIiViSi?ll Unit #125 - Bureau of Administrative Services Requested by: Mike Falatovics 312.745.5777 Date 10/15/2005 969 Qty Description of Request: Unit Price; Extended: c-Code: I 1 Quote#101617 for Stinqray $21,000.00 $21,000.00 1 TARPON GeoLocatiDn $3,575.00 .3 $3,675.00 I 1 TRAIN-EC East Coast Training for Stingray $5,775.00 $5,775.00 1 F: $0.00 $30,450.00 Total Account No. I Other Funding Info: I Vendor 33? Charge Activity 1 contract I Vendor Addres 3630 Commercial Avenue - IL 6 Sub-Activity I 0 Vendor Phone Note: Equipment for Organized Crime, Ceiiular Telephone Tracking Equipment kids, Jae "Tc: ~?mtc sted herein are necessary to properly conduct the activities of this Department: DIVISION HEAD OR AUTHORIZED AGENT i hereby certify that the article(s) or sewiceisi HEAD OF UNIT 0R AUTHORIZED A System Sciatica-rs me.? 3630 Commercial Ave, IL 60062 JOTE, 1016194300 Phone 847?272-6160 Fax: 847-272-8465 Date: 10/13/05 'st No: PO (es person: DH Proj Ref: me: CITY OF CHICAGO-CPD Ship To: CITY OF CHICAGO-CPD tentr'on: MIKE FALATOVICS MIKE FALATOVICS 'dress: 3510 S. MICHIGAN AVE. 3510 S. MICHIGAN AVE. CHICAGO IL 60653 CHICAGO IL 60653 tone: 312?745-5777 . 312-745-5777 nail: "rr?pvia: DROP SHIP Partial: Qty Part No. Vendor Part Description Unit-Price Extentr'on 1 DF45 DF45 DRIVE DOWN SYSTEM 19,425.00 19,425.00 1 DRT1000IDEX1 DIGITAL EXCITER MODULE 7,350.00 7,350.00 1 TRANSMITTER EXCITER MODULE 12,075.00 12,075.00 Total 38,850.00 prices Net Cash pre pay FOB Illinois. unless otherwise written agreed terms are established with us. Prices valid 21 days from date awe and are based upon purchase of complete package quoted NOT isolated components. Please phone for alternative quotes. Failure to accept elivery of ordered items will result in a restocking fee of $50.00 or 25% of retail price of each item whichever is grater. Above price does not :lude any applicable sales tax. not liable for unintentional inaccuracies and typographical or other errors. Customer Signature print date; 10/14/05 age1of1 Unit #125 - Bureau of Administrative Services Requested by: Mike Falatovics 312.745.5777 Date 10/1512005 968 Qty Description of Request: Unit Price: Extended: c-COde: I 1 Quote#101619 Drive Down System 9' $19,425.00 $19,425.00 I 1 Digital Exciter Module $350.00 I $7,350.00 I 1 Transmitter Exciter Module I $12,075.00 $12,075.00 i i "$6.00 i i $38,850.00 Total Account No. i Other Funding Info: 1 Vendor 53' Charge Activity i a Contract Vendor Addres 3630 Commercial Avenue - IL 6 Sub-Activity 0 Vendor Phone Note: Equipment for Organized Crime, Cellular Telephone Tracking Clea M'*See 03km "To I hereby certify that the article HEAD or UNIT 0R AUTHORI w- -uested herein are necessary to properly conduct the activities of this Department: DIVISION HEAD 0R AUTHORIZED AGENT Organized Crime Division Richard C. Stevens ?rjgu?g 1? gig/rte 2005 TO: Chief Organized Crime Division FROM: Michael J. Cronin Commander Gang Intelligence Section SUBJECT: UPGRADE CELLULAR TRACKING EQUIPMENT Attached please ?nd a request for upgrades to two cellular tracking systems used by the Tech Lab. Harris Corp. Stingray tracking system Digital Receive Technologies $23,500.00 $37,000.00 $60.500.00 As the equipment is used for? it is requested that 1505 funds be used for this purchase. Approved: Deputy Chief Narcotic and Gang Investigations Deputy Superintendent Bureau of Investigative Services Michael a? Commander Gang Intelligence Section @190 immwis is Joj 33910 ORGANIZED CRIME DIVISION 15 June 2005 TO: Michael J. Cronin Commander Gang Intelligence Section FROM: Technician I James P. Norris #16958 Gang Intelligence Section SUBIECT: Upgrade Cellular Tracking Equipment Currently the Technical Services Lab has two se arate cellular trackin units. The ?rst unit is :1 Harris Corp., Stin' ra trackin stem. Attached are uotes from both Harris DRT for ades Because this equipment is used for?t is requested that 1505 ?mds be used for this purchase. in clinician 1 James P. Non'is Gang Intelligence Section APPROVED: ggwga; It artin Gainer Gang intelligence Section Lt. Robert Grapenthien Gang Intelligence Section ORGANIZED CRINIE DIVISION 15 June 2005 SUBJECT: Upgrade Cellular Tracking Equipment SIGNATURES ONLY: Michael J. Cronin Commander Intelligence Section . . . . . Digital ReceiverTechnology. Inc 10 June 2005 Reference: 0580014Rev1 ATTN: Contracting Of?cer Dear Sir or Madam. Digital Receiver Technology (DRT) is pleased to quote the following Item - Description Qty. Unit Price Extended Price 001 DF 45 Drive Down 5 stem: This com late 5 stem 1 ea $18,500.00 $18,500.00 002 DRT1000IDEX1: Exciter Module- 1ea $7,000.00 $7,000.00 003 DRT1000ITEX1: TransmitterE 't 1ea $11,500.00 $11,500.00 Total $373,000.00 The date of delivery for the above order with receipt of a P.0. will be approximately 60 - 90 days. This quote is valid through August 2005. For additional information on extended war ranties, other DF systems and training options, please contact the undersigned. For contractual issues, please contact CFO Susan Kick at 301 916 5554 x104. Thank you for your interest in DRT and its? family of products. Cindy Solomon Marketing/Director Digital Receiver Technology, Inc. 301 916 5554 x151 csolomo?drticom 20250 Century Boulevard, Suite 500 . Germantown, Maryland 20874 - (301) 916-5554 - Fax (301) 916-5787 gurus}; QTEerrs-{mrw Tm: 3/29/2005 Quotation Bill To: Ship To: Chicago Police Bureau of Investigative Servic Attn: Jim Norris Attn: Jim Norris Organized Crime Division Organized Crime Division 3340 W. Fillmore 3340 W. Fillmore Chicago iL 60624 james.norris@chicagOpolice.org james.norris@chicagopolice.org Chicago lL 60624 Tmu??m. ?13 5 t?wa?IIejsisu-?h. limiter? WPG1 BEST WAY Net 30 I 0000 - . 12354312. . . 3.111302. . ?00215 1 SRAY-GSM-SW GSM SIW for StingRay EA $20.000.00 $20,000.00 SNV for StingRay SIN 0046 1 TARPON Geolocation So?ware EA $3,500.00 $3.500.00 1 TRAIN-EC Training - East Coast EA $5.500.00 $5500.00 StingRay GSM Training is for up to 4 peopte per session. Each session ls scheduled for 12 and includes training for accessories. DF equip.. Power Amps. etc. NOTE $0.00 After P0 is issued. please Call 1-800-358-5297 to schedule training. NOTE $0.00 Delivery will be 90 days ARO unless othenivise stated. Please see attached Terms and Conditions. Approved By: magnum $29 000.00 Quote Date 12/22/2008 [399: 1 Quotation Bill To: Ship To: Chicago Police Department Sgt. Jim Washburn james.washbum@ chicagopolice.org Sgt. Jim Washburn james.washburn@ chicagopolice.org 312-746-7922 312?746-7922 Purc?ase Order No. Customer?lD' Salesperson ID ShippingMethod ReciSh'ih'Date magma". WPG2 Net 30 0/0/0000 2,416 Quantity-"? Item Number" . 'D?s'cripti'e'n Ext?P-riee .- 1 STINGRAY II - UP StingRay - Upgrade EA $65,000.00 $65,000.00 1 STINGRAY ll Software Package EA $22,000.00 $22,000.00 1 IDEN 800 PA-KIT-BOW Single Band 800 EA $14,000.00 $14,000.00 1 I PA-KIT-30W Dual-Band CONUS 850/1900 EA $17,500.00 $17,500.00 1 2100 Single Band 2100 EA $16,000.00 $16,000.00 1 AJ-W-UG AmberJack-X or to AmberJack?W Upgrade (WideB EA $18,000.00 $18,000.00 1 SPURDOG Handheld Passive DF Toot EA $12,000.00 $12,000.00 NOTE $0.00 Delivery will be 120 days ARO unless otherwise stated. Please see attached Terms and Conditions. Subtotal - $164,500.00 Approved By: Misti?" $0.00 m? $0.00 Fieighti;_ $0.00 $0.00 P?'i?'ii??e'Pride Corp oration Government Communication Systems Division Terms and Conditions of Sale For Wireless Equipment, Software and Services 1. DEFINITIONS 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, all as acknowledged by Harris on its standard acknowledgement form; B. ?Customer? means the purchaser of Equipment. Software, or Se'rv ices 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 hardware, including components, and excludes any Software or Services; ?Harris? means Han-is Corporation, acting though its Government Communications Systems Division; F. "Maintenance Agreement" means a separate agreement for maintenance of the items procured hereunder; such services are not included in this In Agreement G. ?Purchase Order" means the Customer?s purchase order as acknowledged by Harris on its standard acknowledgement form; H. ?Purchase Price" means the purchase price as identi?ed in the Purchase Order; I. ?Quote? means the price quotation of Harris itemizing the purchase price and includes all exhibits refencd 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; I. ?Services? means, training, maintenance support, or other services to be provided to Customer as part of the Agreement; K. ?So?ware? means software and ?rmware, including all copies provided to Customer. VALIDITY Prices quoted are binding upon Ham's for 30 days from the date of Quote. At expiration, Harris reserves the right to adjust its prices or extend the validity period. 5" 3. ACCEPTANCE MODIFICATION OF TERMS. This Agreement eonslitutcs Customer's acceptance of Harris? offer and such is expressly made conditional on Customer?s assent to the terms and conditions contained in this Agreement. The Agreemenl will be damned accepted by Customer Upon the ?rst to occur Customer?s issuance of the Purchase Order, Ur (ii) llan'is? 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 at" whether or not l-larris scusnuuhly nliiects tl'ioreto, will be binding upon llarn's unless such different or additional terms are incorporated into a writing signed by both Harris and Customer, making express reference to the Agreement. 4. TAXES All prices are inclusive nt? all sales, use, excise, and other taxes, duties, or charges. Unless evidence of tax exempt status is provided by Customer, Customer will pay, or upon receipt of invoice from Harris, will reimburse Harris within a reasonable time after receipt of notification for, all such taxes or charges levied or imposed rm Customer, urreqmmd to be collected by Harris as a result of this transaction or any part thereof. 5. Except as otherwise provided herein, change andfor cancellation of a Purchase Order in whole or in part by Customer will be effective only with specific written approval of airis and may be subject to Harris? reasonable change and/or cancellation charges. 6. DELIVERY Harris shall have the right to make, and Customer agrees to accept, shipments in more than one lot, and payment for each lot shall be due accordingly. 7. FREIGHT CHARGES AND TRANSPORTATION INSURANCE Unless otherwise stated in the Agreement, all prices and terms are F.O.B. Destination and are inclusive of freight charges. 8. TITLE AND RISK OF LOSS Title to and risk ofloss for Equipment and Software media sold under the Agreement shall pass to Customer at the F.O.B. Destination Harris WPG Standard Termsaud ConditiOns ofSale May 2006 9. PAYMENT TERMS A. Payment for an invoice is due within thirty (30) days from the date of the invoice. Late payment shall be accrued interest at either the lower of one and half percent per month or the highest rate allowed by law, to the outstanding balance due. Dommtic Purchase Orders (not including Maintenance Agreements) are for shipmenE 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, So?ware or performance of Services as identi?ed in the Purchase Orders. (ii) Domestic Purchase Orders for Maintenance Agreements require full payment of the Purchase Price prior to the start of the term of theMaintenance Agreement or Harris? obligation to perform. International Purchase Orders are for shipments of Equipment, Software and/or Services to be performed outside the continental United States and Canada. Harris will submit an invoice after it has receipt of an approved export license; Harris will not ship any Equipment, Software nor perform any Services under the Purchase Order until it receives full payment of the Purchase Price of the Purchase Order. 10. ANNUAL MAINTENANCE AGREEMENT Upon expiration of warranty period, Customer can execute a separate maintenance agreement with Harris for Equipment and/or Software. Such maintenance agreements are available for a percentage of the original Purchase Prises of the Equipment and/or Software. Annual maintenance agreements include: A. Customer telephone support during normal business hours (Monday thr?OUgh Friday, Easiem Standard Time). B. Additional twelve (12) month warranty on Equipment, with respect to the Equipment Maintenance Agreement C. For Software maintenance agreements it includes noti?cation of and free access to Software upgrades as de?ned in the maintenance agreement. 11. EQUIPMENT RETURN POLICY A. Equipment Damaged in Shipment. Upon receipt of shipments, Customer must open and inspect all boxes immediately for possible freight damage. If damage is found, Customer must noti? the delivering carrier within 48 hours and request an inspection. After notifying the freight carrier, Customer shall contact Harris for further instructions. Damaged Equipment shall not be returned without Harris' prior authorization. B. Items Shipped in Error. If the Equipment Customer receives is not what the Customer ordered, Customer will notify the Harris responsible for the ful?l hnenl of the Purchase Order. Customer agrees not to diScard packing material. Harris will issue a return authorization. C. Defective Equipment. If the Equipment Customer receives is defective, it is covered under the Harris or manufacturer?s standard equipment warranty. Upon discovery of a warranty problem, Customer must contact the Harris for warranty support. Customer agrees not to return the Equipment until a service representative has issued a return authorization, including a form Customer must ?ll out describing the nature of the Equipment defect. D. Other Reasons. If Customer needs to retum Equipment for other reasons, Customer must contact Harris for a return authorization. Harris' customer service representative will require a clear statement of the reason for the return request. Upon approval of Customer?s request, a return authorization will be issued. Customer agrees not to return any Equipment without a return authorization. Equipment being returned is Subject to restocking and other charges. CUSTOM MANUFACTURED OR SPECIAL ORDER ITEMS ARE NOT RETURNABLE. E. Upon Receipt of a Return Authorization. Return authorization numbers must appear on each individual package being returned. Customer is responsible for insuring the return for the full invoice amount and all shipping costs. Harris may refuse shipments of Equipment returned without return authorization numbers. All Equipment being returned for credit must be returned in a timely manner and in good condition. Harris will inspect all Equipment returned. if there is damage, wear and tear, or if there are missing components or accessories, Harris may charge Customer for 12. LIMITED WARRANTY A. Harris warrants the Equipment and Software ordered hereunder as of the Date of Acceptance to be substantially tree ?'om defects in material and workmanship. Harris? liability under this Limited Warranty shall commence on the Date of Acceptance of the individual item of Equipment and Software and terminate 12 months thereafter. Written notice of any defech shall be given to Harris upon discovery and Harris shall con'ect such defects by repair or replacement, at its option, without charge, either FOB Hanis' plant or service in the ?eld. Harris uses new and reconditioned parts to satisfy warranty repairs and replacements under the terms of this warranty. Defective articles shall not be returned to the Hanis' factory without the prior written authorization of the Harris. Call 1-800-358?5297 to obtain a Return Material Authorization (RMA) number. Harris shall have the right of ?nal determination as to the existence and cause of any claimed defect. Speci?cally excluded from the terms of this Limited Warranty are any defects which occur as a result of: ACE of God. (ii) Physical impact, crash or foreign object damage. hnproper maintenance, storage, modi?cation or alteration by the Customer or its Customer. (iv) The Customer?s or its Customer operation of the items delivered under this Agreement with any accessory, equipment or part not speci?cally 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. - 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 or detrimental exposure or negligence; Defects caused by improper storage, use, installation or maintenance; Note: Harris is not responsible under this provision for defects with respect to items not provided by Harris or its subcontractors. Ham's WPG Standard Terms and Conditions ofSale May 2006 B. For purposes of Harris? warranties in: Equipment and Software media, 1r defect is de?ned as a failure of any unit or component tnauutunturnd or supplied by Harris that is not attributable to modi?cation or alteration. lack of care in operation, maintenance or handling. The written notice of claim of defect must include a description of the defect with detailed information, which will nnahlc I-ltu'ris to identity the dell-ct and determine its probable cause. {Components tllut claims to be defective must be available to Harris for inspection and test. No defective Equipment or parts are to be renamed without first receiving written authorization and instructions from Harris. Customs clearance for all replacement pitl'I??i under the warranty or otherwise: will sole responsibility. C. CLAIMS UNDER ANY OF THE FOREGOING WARRANTIES ARE WAIVED UNLESS MADE WITHIN THE EQUIPMENTWARRANTY PERIOD, IN THE CASE OF EQUIPMENT, OR WITHIN THE SOFTWARE WARRANTY PERIOD, IN THE CASE OF SOFTWARE MEDIA. 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. D. LIABILITY FOR BREACH OF ANY DR ALI. WARRANTIES FOR EQUIPMENT, SOFTWARE MEDIA, SERVICES AND LICENSED HARRIS PROGRAMS IS EXPRESSLY LIMITED TU REPAIR, REPLACEMENT, DR REFUND OF THE PURCHASE PRICE OF SUCH DEFECTIVE EQUIPMENT DR SOFTWARE, LESS A REASONABLE CHARGE FOR USE AND IN NO EVENT WILL HARRIS OR ITS LICENSORS LIABI.E FOR ANY WHIRECI, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES BY REASON OF ANY BREACH OF WARRANTY OR DEFECT IN MATERIALS OR. HARRIS WILL NOT BE REQUIRED TO REPAIR, REP LACE, OR REFUND THE PURCHASE PRICE OF EQUIPMENT OR SOFTWARE WHICH HAVE BEEN SUBJECT ED TO NEGLECT, ACCIDENT, OR IMPROPER USE, OR WHICH HAVE BEEN ALTERED OTHER THAN BY AUTHORIZED HARRIS PERSONNEL. E. THIS LIMITED WARRANTY CONSTITUTES SOLE AND EXCLUSIVE LIABILITY IIEREUNDIER AND CUSTOMERS SOLE AND EXCLUSIVE REMEDY FOR DEFECTIVE OR NDN-CONFORMING EQUIPMENT, SERVICES, AND SDWWARE. THE FOREGOING WARRANTIES ARE IN LIEU OF ALL OTHER WARRANTIES AS TO ORAL, WRITTEN. EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED ANY IMPLIED WARRANTY CIR CONDITION MERCHANTABILITY, ANY IMPLIED WARRANTY OR CONDITION OF FITNESS FOR A PARTICULAR PURPOSE, OR ANY WARRANTY OR CONDITION ARISING OUT OF COURSE DT- DEALING, COURSE OF PERFORMANCE, DR CUSTOM CIR USAGE OF TRADE. CUSTOMER AGREES THAT NO CAUSING CUSTOMER EXCLUSIVE AND REMEDIES T0 FAIL IN THEIR ESSENTIAL PURPOSE SHALL INCREASE DR EXTEND ANY HARRIS WAIUQANTY- THE TOTAL (IF HARRIS AND ITS LICENSORS UNDER THIS WARRANTY SHALL IN ANY EVENT BE SUBJECT TO THE LIMITATIONS IN THIS SECTION. 13. REPAIRS To repair any Wireless products after the 12 month warranty has expired, call 1-800-358-5297 to obtain a Return Material Authorization (RMA) number and an estimated cost for repair. Repair Policy - 'l?tr affect a repair on a Wireless Product, the Equipment Software should be returned to the Harris? factory with a Written dam-iptinrr of the failure mode. Out of warranty repairs up Iy to any equipment software whose standard 12- month warranty has expired, m1 mumranamc hm. been purchased and paid Iirt', author any equipment antL?ur so?ware tl?lltu?cd in a manner not covered by the standard warranty, rnolut?l mg any defects which occur as identi?ed under 1 above. Equipment and/or Software should not be returned to the Harris? factory without the prior written authorization of the Harris. Call 1-300-358-5297 to obtain a Return Material Authorization (RM A) number. (ii) Support Policy - Harris provides ?'ee help desk support throughout the warranty period and maintenance agreement of purchased Wireless Equipment and/or Software. Technical support is available during normal business hours EST, Monday through Friday via the help desk support center at 1-800?358-5297. 1 4. SOFTWARE LICENSE A. Subject to Ittll payment of the Purchase Price by tiustorner. [Ian-is grants to Customer a nontransferable (except as exprtaSSIy provided herein), license to usr: the Software (software. ?rmware, dncurnentnlionljin connection with use of the Equipment purchased hereunder. The Software furnished with. the E: shall be of the latest avails to at the time of shipment of the Equipment. Harris is under no obligation to supply updates to u: Sohwarc except where or: prEssly so stated 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 llanis {or its has valuable property rights in the Software, and the Software will continue to be the sole and exclusive property of Han-is or its Iicensor. Customer will obtain no title to the Software. All rights in patents, copyrights and trade secrets in relation to the Sti?ware shall continue to be vested in Harris or its Iicensor. Cuslumcr 5115.11 keep the sonwur: by af?rrdilag ?new; to um. Software only to those of its employees, agents, or consultanm having a need to know and shall have such individuals agate in writing to the obligations contained herein. In addition, Customer shall employ reasonable measures to prevent any unauthorized use, copying. publishing, reproducing, or disclosing of the Software and shall treat such with not lesser care than its own con?dential information 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, translate, or adapt the So?ware or create any derivative thereof, except where expressly stated in writing. Customer agrees that a violation of this Agreement would cause irreparable injury to Harris or nut! that Harris or its shall he in sdditinn to any other ?gits and remedies it may hays, at law In in equity, [u an Injunction enjoining and restraining tiirtstorncr I?m-m doin? or continuing to do any surle net and any other violations or threatened violations of this Agreemcnt. Furthermore ("Customer agrees that ii'llnm's or its should waive any uImry provision of this Agreement, it SliEtll not thereby be deemed to have waived arty or succeeding breach of the same or any other provision of this Agreement. lfCustomer sells or otherwise disposes of Customer?owned media on which any Software is ?xed, such media must be erased before any sale or disposal Harris WPG Standard Tenus and Conditions oISalc May 2006 15. DISCONTINUED TIME BUY Customer acknowledges that Harris has made no representatiOn about the continued availability of the Equipment and Software listed in the Agreement. Hanis reserves the right, in its absolute discretion, with or without notice, without incurring any liability to Customer or otherwise, Whether in contract or tort, to discontinue manufacturing or selling any of the Equipment and Software listed in the Agreement at any time or from ti me to time. Ham's may within its discretion provide Customer with an opportunity to purchase such quanti?es of the Equipment or Sullware as Customer estimates it may need ("last time buy") within thirty of notice. Customer's last time buy rights are limiter] to products available in I-lturis? inventory at the time of Customer?s request. Harris will provide warranty services and nitrite Srmre parts available to Customer for a period ofone year after notice by Harris to Customer that the Equipment has been discontinued or for a period of ninety (90} days u?er notice to Customer that the Software has been discontinued. 16. INTELLECTUAL PROPERTY INDEMNIFICATION In the intent any Equiprrusnl to be furnished Lurdcr this Agreement is not to be made in accordance with drawings, samples or manufacturing speci?cations {lresigr?talcd by Customer, but rather is the design of Harris, linrris agrees that it shall, 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 in?ingranent of any claim ofnny United States patent, mask work, copyright or any other intellectual property right This obligation shall be effective only if Customer shall have made all payments llrEn due and it'lian'is is noti?ed ofsrrid allegation in writing and given authority, information, and assistance for the settlement or defense of said claim, suit, or proceeding. Han-is shall pay all damages and costs assessed in such suit or proceedings. In the event of a ?nal adjudication by a conrt of competentjurisdiction that its 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 rrf? the Han-is shall at its sole option and its own eXpense, either: Procure for Customer the right to continue using the Equipment; Replace it with a substantially equivalent non-infringing equipment; or {cl Modify it so it [resumes non-infringing but substantially equivalent; or If none of the above is reasonably available, terminate the Customer?s right to use the Equipment and return to the Customer a pro-rota portion of the price originally paid by Customer to Harris represented by the remaining useful lif: of the Equipment rut a percentage of the total useful life I The foregoing indemnity does not apply to the following: l) Infringement by a combination of Equipment ?ll-rushed under this Agreement with other equipment not ?rmished hereunder unless Harris is a contributory infringer; (2) infringement resnlting from changes or modi?cations made toor from the Equipment by the Customer; (3) Any settlements of a claim, suit, or proceeding made with0ut Ham's? written consent; and, (4) Any Equipment to be fumished under this Agreement which is to he delivered to the United States Government The foregoing states the entire liability of Harris with respect to infringement or violation of third party intellectual property rights in connection with Equipment fur-rushed under this Agreement. (ll) In the event any Equipmenl to be furnished under this Agreement is to be made in accordance with draWings, samples or manufacturing Speci?cations designated by Customer arid is not the design of Hon-is. Customer agrees to defend, indemnify and hold Harris harmless to the same extent and subject to the same requirements as set forth in Harris? indemni?cation of Customer as sol forth in above. 17. TECHNICAL DATA AND INVENTION A. Unless speci?cally agreed to by Harris and identi?ed and priced in the Agreement as a separate item or items to be delivered by "Han-is (and in that event, except so identi?ed and priced), the sale of Equipment, So?ware and Services under the Agreement emrfers on Customer- no right in. license under, access to, or entitlement of any kind to any of Han'is? 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 dmign 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 C. Customer shall not violate Harris? copyright of documents or So?ware or without Harris? written permission disclose Harris? con?dential or proprietary data to others. 18. EXCUSABLE DELAY A. Harris will be excused from performance under the Agreement and 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 act ion, war, civil disturbance, insurrection. sabotage, act of public enemy or Int-truism, labor dif?culties, failure or delay in delivery by Harris? Suppliers or subcontractors, transportation dif?culties, shortage of urergy, materials, labor or equipment, accident, ?re, flood, storm or other act of nature, Customer's l'aull or negligence or When: compliance with any applicable envirnrnucntal law or regulation by Hanis is not reasonably technologically or economically feasible, or would otherwise require Harris to change its process. B. In the event of an excusable delay, Harris will make reasonable effort; 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. 19. EXPORT AND RESTRICTIONS 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?expor?t the Equipment or So?ware, 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 shall defend, indemnify and hold Ham's harmless from and against any loss, damage, or liability arising out of Customer?s failure to comply with this Section. The Customer shall supply to the Hanis on a timely basis all necessary information and documentation requested by Harris in order to penrrit the Harris to export the Equipment, So?ware and/or Services with respect to any Purchase Order issued by the Customer hereunder, in accordance with the terms ofthis Agreement. Harris WPG Standard Terms and Conditions ofSale May 2006 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 the Lows as hereinafter de?ned. The Customer shall be responsible for the collection, recycling, reuse and disposal of the Equipment in compliance with the Environlrrental Laws. "Environmental Laws" means any law or regulatimr ill any jurisdiction Worldwide applicable to the Agreement and "rest terms and includes but it is not limited to the recycling or treatment of waste equilnnent including the laws implementing the Directive as defined Directive? means the ?ll Directive on Waste Electrical Equipment and shall include any and all national laws and regulations, whether civil, criminal, administrative, in anyjurisrlietion 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 shall indemnify and hold Harris and each of its affiliates 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 l?ws, or by reason of any failure or alleged failure by the Customer to comply with its obligations under the Environmental Laura. The Customer shall provide llan?is with such compliance plans or other documents and'information that Ham?s 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 the Environrnenla't laws. 21. LIMITATION OF LIABILITY CUSTOMER IS EXPRESSLY NOTIFIED THAT UNDER NO CIRCUMSTANCES SHALL HARRIS BE LIABLE FOR (A) ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY PARTY, INCLUDING THIRD PARTIES, 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 SHALL APPLY TO ANY CLAIM OR CAUSE OF ACTION WHETHER IN CONTRACT OR TORT (INCLUDING NEGLIGENCE, STRICT LIABILITY OR BREACH OF WARRANTY). IN NO EVENT SILAIJ. 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 SHALL SURVIVE THE TERM OR EXPIRATION OF THIS AGREEMENT. CUSTOMER AGREES TO INDEMNIFY 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, shall he governor] by and interpreted in accordance with the laws of the State of Florida, USA, regardless of any con?ict of law principles requiring the application of any other law. The parties speci?cally exclude the application nt'the United Nations Convention on Contracts for the International Sale of Goods to the Agreement, to the contractual relationship meant-Ll under the Agreement, and to the CDHSIHEIIDTI, 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 shall be in the courts with the appropriate jLu-isdiction located in Brevard County, Florida. and choir party irrevocably submits to Ihejurisdiction ol'eacb such court in any such action and WaIVes any objection it may now or hereafter have to venue or pctsorml jurisdiction in each such court The prevailing party in any action related to the dispute or interpretation of the Agreement shall be entitled to recover its reasonable attorneys fees incurred. in pursuing the action. including these fees incurred throughout all banIGUptcy 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 SPECIFICALLY 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 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 owu due diligence and requested and reviewed any contracts, business plans, ?nancial documents and other written material as in such party's opinion shall be the basis ofthat party?s decision to enter into the Agreement. 25. RELIANCE 0N COUNSEL AND OTHER ADVISORS 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 shall not be construed against either party as the drafter. 26. COMPLIANCE WITH APPLICABLE LAWS Customer warrants that Customer shall comply with any and all applicable US federal and state laws, and shall operate in good faith to comply with other laws and regulations and industry best practices, applicable to such party?s performance hereunder, and shall 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: make 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 ofthis Agreement. B. Default. If Customer defaults in any of Customer?s obligations hereunder, including, but not limiting to failure to pay all sums when due, Customer 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 oISaJe May 2006 C. Assignment. CustOmer shall not assign any of its rightsunder 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. 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 unenforceability, be severed, but without in any way affecting the remainder of such provision or any other provision contained herein, all of which shall 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 chrcise 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. Notices. All notices must be in writing and will be effective when received by personal delivery, rcgistewd, certi?ed, or nationally recognized overnight mail, proof of receipt requested, and (3) Facsimile, if continued within three (3) business days by one of the other methods herein, at the addresses or facsimile numbers indicated or to such other addresms or facsimile numbers as the parties may specify by giving notice pursuant hereto. its copy of all notices must be sent to Harris Corporation, PO Box 3'7, MS: REM 115., Melbourne, FL 32902 Attention: Contracts Manager. G. English Qngyage: 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 shall be draWn up in English only. H. GSA: All purchase orders under GSA Schedule 5F -02831 are subject to the GSA Terms and Conditions which will supersede all other Terms and Conditions provided. 28. CLAUSES INCORPORATED BY REFERENCE The following Federal Acquisition [tegulntionsl??efense Federal Acquisition Supplement clauses ale incorporated herein by referenccl in extent these olnusus are applicable, with the same force and effect as if they are included in full text: 52.21945 of Small Business Harmonia, 52-221- 26 Equal Opportunity, 52.22245 Equal Upportrmity for Sputtittl Disabled Veterans and Veterans of the Vietnam Era and other eligible 523122-36 Af?rmative Action for Workers With Disabilities, 52.22.2459 Noti?cation of Employees Rights Cartooning Payment of Uniou Duct or Fees, BREW-64 Preference For Privately Owned U.S. Flag Conunercial Vessels, Preference For Domestic Specialty Alternate I. 2521473023 Transportation of Supplies by Sea, and 252247-7024 Noti?cation of Transportation of Supplies by Sea. 29. ENTIRE AGREEMENT The Agreement supersedes all previous proposals, negotiations, conversations, and understandings, whether oral or written, and constitutes the sole and entire atonement between the parties pertaining to the subject No modi?cation or deletion of, or addition to these terms, will be binding unless made in writing and signed by duly anthorirutl nrpr'osentrniws oiboth parties. Harris WPG Standard Terms and Conditions ofSaJe May 2006 WRIS WPG Amber lack Upgrade Request July 29. 2009 Company: Chicago Police Department Return Street Address 1: Return Street Address 2: Return Return Zip/Postal Code: Serial Number(s) Product (3) requiring upgrade Room 2180 meme: James Last Name: .5 Ir 7 - Waaum? :l??elephone: Emaj?l Address: Jameswashburn?gtgogoliceorg Tm: 60624 3340 W. Fillmore AMBERJACK TO AMBERJACK - WPG Solutions Susan McCreery 407 John Rodes Boulevard Melbourne, FL USA 32934 321-309-7459 1-888-358-5297 WRRIS gmberJack-x (31 23330-191) Check List QTY Description Part Numbe_r_ 1 AmberJack?X Chassis 1 Cable Assy. DBDF (Gossamer) _7 1 Cable Assy. (StingRay) 3099547401 Accessory_Kit__' 308188?401 a Eyebolt. Swivel _47621_ 1 Tool. EygboJL Webbina?gsx 8834T561 2 Fuse 270-1905 1 Carrying Case wiKeys NPN 1 3-Way Splitter Business Development HARRIS CORPORATION l??zll Wireless Products Group I 407 John Rodes Boulevard Melbourne, Florida 32934 July 29. 2009 WPG AMBERJACK UPGRADE SHIPPING INSTRUCTIONS - Please send your Amberjaclds) to the address below and be sure to include the completed Upgrade form to en sure a quick turnaround of the equipment. If on haven?t alread done so also email a com of your completed form to?or fax 32 barrage; Return unit to address: Harris Corporation 407 John Rodes Boulevard Melbourne, Florida 32934 Shipping charge number listed below. Please be sure and place- the reference section of the waybill. next level solutions WPG Amber lack Upgrade Request July 29, 2009 Company: First ame: Last Name: Telephone: Email Address: Return Street Address 1: Return Street Address 2: Return City: Return State/Province: Return Zip/Postal Code: Product (3) requiring upgrade AMBERJACK - TO AMBERJACK Serial Number(s) WPG Solutions Susan McCreery 407 John Rodes Boulevard Melbourne. FL USA 32934 321-309-7459 1?888?358?5297 Please Remit Payments: Harris Corporation, 6080 Date 716?1} 312009 Citibank Delaware Page: 1 P.O. BOX 7247 LB 6759 Philadelphia, PA 19170?5759 USA Account No: 305231 8? ABA No: 021000089 TIN: 340276860 Bill To: Ship To: Chicago Police Department James Washburn Ongmal SGT James Washburn 3340 W. Fillmore Ave - Chicago Police Dept jameswashburn@chicagopolice. 3340 W. Fillmore Ave org Chicago IL 60624 Chicago IL 60624 Pur?c?ha'se Order. No. Customer ID salegpe?oh I - Req Ship Date Harris 0111 Ho. 15457 CPB-CHGIL-DO1 WP63 BEST WAY Net30 618/2009 era's-r005: Shippit-itl . I Item Number D'e'seript'ion Di??i?bunti i. Unit Wide Ext: Prime 1 1 AmberJack-X or to AmberJack?W Ungra- $13,000.00 $18,000.00 3049 Serial Number 1 1 SPURDOG Handheld Passive DF Tool $12,000-00 $0.00 Subtotal f?a?oom Deposit I $0.00 4011's; $0.00 Tax . $0.00 'Freiqirt $0.00 Trade Discount $0.00 _mn? $100009" SHIPPER Miami?s 1. SHIPMENT NO. PARTIAL FINAL 2. CONTRACT NUMBERJP.O. NUMBER 3. SUPPIIMENTS 8. CHANGE ORDERS PROJECT NUMBER CHI 457 AJ UP 49 15457 577941001 um ch 5. or ATF FEDEX ON 7969 8173 5214 XX 23-Sep-09 1 1 II. SHIPMENF Err a. SHIPMENT JRUBEL R5I11A x7421 DWI-IEELER R5111A 11. wan-Ir. CONTRACTOR CONTRACT BY HARRIS CORPORATION, GCSD P.O. BOX 37 MELBOURNE, FL 32902 FED OTHER THAN 11.] F001 DESTINATION 14. PAYMENT IMLL EIE MADE BY HARRIS CORPORATION, GCSD 407 NORTH JOHN RODES BLVD MELBOURNE, FL 32934 15. SHIPPED 1O 15. CHICAGO POLICE DEPT ATTN: SGT- JAMES WASHBURN 3340 W. FILLMORE AVE CHICAGO, IL 60624 PHONE 312?746-7922 FAX 17. ITEM No. 13. STOCKIPART NUMBER DESCRIPTION 19. UNIT PRICE 20. EXTENDED PRICE ?'53;ng 22. UNIT 001 UPGRADE (L) SIN 3049 $18,000.00 $18,000.00 ?1 EA AFTER THE FACT SHIPPER DATED 29 SEPT 2009 PARTS WERE SHIPPED AS DATED ABOVE mi?pm?m LIT DML CONTRACTUAL 7 EJP 23-Sep-09 SHIPPING 25. INSPECTION 25 25 13 so. ITI-L-II DATE RAE MINE- 0333 ED-EIINDQ I VLR 29-5Ep {19 27. APPROPRIATION: 23 SHIPMENT CODE 25. BILLING CODE 31 NUMBER OF PIECES :3 WEIGHT 1 CTN 52?: 31. I 111M TIIE LISTED HEREIN HEEN INSPECTED AND OR ACEEPTLII ME OR UNDER BY SUPERVISION AS NOTED. 31. NUMBER R1 @0424 EIDNIITIINI Chicago Police Department Organized Crime Division 3/9/2009 15457 3340 W. Fillmore Ave. Chicago, IL 60624 I 1 Phone: 312-747-7922 van} 7 09 . gig-1: P??azaa??at?w?a . .. . . . Harris Corporation Sgt. James Washburn Wireless Products Group ??nghicago Police Department P.0- Box 9800 ?31-3340 w. Fillmore Ave. Melbourne, FL 32902-9800 1? Chicago, lL 60624 800-358-5297 312-746?7922 '3':in as. - 1 - STINGRAY ll-UP 1 5,000ng 0 ,00'0;00 511000111111'0?E'n?w stingnag} II IDEN sohware'PacIaage 1 21,000.00 ~272100000" 8'00 Mimi-30W Single Liam-.1 iDEN'atiiJ 1 14,006.00 113330.00 DUAL 130-1211230119 1 17500.00" 717306-270 '21?00 Stiff-30W Sin-gleuBa-nd "21" '00" rim 1 16,00'0f0'0 10116500 Ar?ber??ci?c-k a" to Ain'berJ'ac'k-w 1 10,600.00 10517566 SUPERDOG Handheld Passive Dr Tool 1 12,000.00 12009700 SUBTOTAL 5 104.500.00 ask-111: 0. 0+3. TAX RATE NA Per our discussion with Lin Vinson, a "loaner" Sting Ray ll will be TAX supplied while our StingRay in being upgraded TOTAL 5 16450000 Sergeant James Washburn #1765 9-Mar-09 Authorized by Date lfyou have any questions about this purchase order, please contact [Name, Phone E-mail, Phone, Fax] Please Remit Payments-2 - INV6779-02239 Harris Corporation, - 1011312009 Citibank Delaware 1 PO. Box 7247 - LB 6759 Philadelphia. PA '19'1 70-0759 USA Account No: 30523187 ABA No:- 021000089 INVOICE TIN: 340276860 Bill To: Chicago Police Department ship-[0' James Washburn SGT James washbum 3340 W. Fillmore Ave Ghioago Police Depi iameswashburn@chicagopolice. . 3340 W.-Fillmore Ave org Chicago IL 60624 Chicago IL 60624 1 15457 BEST WAY- . . $18.000.00 $18,000.00 3049 AmberJack-X or?G i'o Ami-achieth Upgrac Serial NUr'nber Handhald?PleE 0.00 0.00 $0.00 .00 .00 $0.00 $13,000.00 HARRIS CORP - WIRELESS PRODUCTS GROUP PO. BOX 9800. M18 R5-11A MELBOURNE. FL 32902-9800 PH: 800-358-5297. FAX: Bill To: Chicago Police Bureau of investigative Servic Attn: Denise Elmazi Sayers as Agent for Technology Finance Mt. Prospect IL 60056 1150 Feehanville Drive Ship To: Quote Date 4/26/2010 ?ags: 1 Quotation Sgt. Jim Washburn james.washburn@ chicagopolice.org 3340 W. Fillmore Ave. Chicago, IL 60624 Pu'rghase Order No. Custemer ID Salesperson ID Shipping Method Payment [arms Rea Shin Date Master No, WPG3 Net 30 0/0/0000 3,050 Quantitv item Number Description UOM Discount Unit Price Ext. Price. 1 KINGFISH KingFish EA $27,800.00 $27,800.00 1 KF-CDMA-SW KingFiSh CDMA Software Package EA $18,100.00 $18,100.00 1 KF-GSM-SW KingFish GSM Software Package EA $18,100.00 $18,100.00 1 KingFish Software Package EA $18,100.00 $18,100.00 1 2014069401 Rugged Mini-PC Controller (GD Go Book) EA $5,500.00 $5,500.00 1 High Powered Filtered 25W PA Kit-800185012100 MH EA $11,500.00 $11,500.00 1 Band lV AWS Converter - CONUS EA $19,800.00 $19,800.00 1 AJ-W AmberJack Wide Band DF Antenna EA $38,400.00 $38,400.00 NOTE $0.00 Delivery will be,90 days ARC unless othenNise stated. Prices are subject to change. Quotes are valid 180 days from date of issue. Attached are applicable to all resultant orders. $11 btota! $157,300.00 HARRIS CORP - WIRELESS PRODUCTS GROUP Approved By: Misc $0.00 P.0. BOX 9800, MS R5-11A Tax $0.00 MELBOURNE, FL 32902?9800 Freiqm $000 PH: 800-358-5297, FAX: Trade Discount $0_00 Tali? $157,300.00 9. PAYMENT TERMS A. Payment for an invoice is due within thirty (30) days item the date of the invoice. Late payment shall be accrued interest at either the lower of one and half percent per month or the highest rate allowed by law, to the outstanding balance due. Domestic Purchase Orders (not including Maintenance Agreements) are for shipments of Equipment, So?warc andlor 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 identi?ed in the Purchase Orders. (i1) Domestic Purchase Orders for Maintenance Agreements require full payment of the Purchase Price prior to the start of the term of the Maintenance Agreement or Harris? obligation to perform. International Purchase Orders are for shipments of Equipment, Software and/or Services to be performed outside the continental United States and Canada. Harris will submit an invoice after it has receipt of an approved export license; Hanis will not ship any Equipment, Software nor perform any Services under the Purchase Order until it receives Full payment of the Purchase Price of the Purchase Order. 10. ANNUAL MAINTENANCE AGREEMENT Upon expiration of warranty period, Customer canertecute a separate maintenance agreement with l?larris for Equipment and/or Software. Such maintenance agreements are available for a percentage of the ongmal Purchase Prices of the Equipment andlor Software. Annual maintenance agreements include: A. Customer telephone support during normal business hours (Monday through Friday, Eastern Standard Time). B. Additional twelve (12) month warranty bn Equipment, with respect to the Equipment Maintenance Agreement. C. For So?ware maintenance agreements it includes noti?cation of and ?ea access to So?ware upgrades as de?ned in the maintenance agreement. 11. EQUIPMENT RETURN POLICY A. Equipment Dir-marred in Shipment. Upon reccipt Customer must open and inspect all boxes immediately For possible ??eight damage. If damage is found, Customer must notify the delivering carrier within 48 hours and request inspection. After notifying the Freight carrier, Customer shall contact Harris for funhcr instructions. Damaged Equipment shall not he returned willn rut l-lnrr'n' prior authorization. B. Items Shipped in Error. If the Equipment Customer receives is not what the Customer ordered, Customer will notify'the Harris responsible for the ??rl?llment of the Purchase Order. Customer agrees not to discard packing?matcrial. Harris will issue a return authorization. C. Defective Eguipment. 1f the Equipment Customer receives is defective, it is covered under the Ham's or manufacturer?s standard equipment warranty. Upon discovery of a warranty problem, Customer must. contact the Harris for warranty support. Customer agrees not to return the Equipment until a service representative has issued a return authorization, including a form Customer must ?ll out describing the nature of the Equipment defect. D. Other Reasons. If Customer needs to return Equipment for other reasons, Customer musl conurct Harris for a return authorization. Harris? customer service representative will require a clear statement of the reason for the return request. Upon approval of Customer?s request, a return authorization will be issued. Customer agrees not to return any Equipment without a return authorization. Equipment being returned is subject to restocking and other charges. CUSTOM MANUFACTURED OR SPECIAL ORDER ITEMS ARE NOT RETURNABLE. Upon Receipt ut'a Return Authorization. Return authorization numbers must appear on each individual package being renamed. Customer is for insuring the return for the full invoice amount and all shipping costs. Harris may refuse shipments 0! Equipment removed WilerLtl authorization numbers. All Equipment being returned For credit. must be rammed a timely manner and in good condition Harris will magical all Equipment returned. I there is damage, wear and tear, or if there no: missing components or accessories, Hams may charge Customer for repair/re?rrbishrnent. I 2. LIMITED WARRANTY A. Harris warrants the Equipment and Software ordered hereunder as of the Date of Acoeptance to be substantially ?ee from defects in material and workmanship. Harris? liability under this Limited Warranty shall commence on the Date of Acceptance of the individual item of Equipment and Software and terminate 12 months thereafter. Written notice of any defects shall be given to Harris upon discovery and Harris shall correct such defects by repair or replacement, at its option, without charge, either FOB Harris? plant or service in the ?eld. Harris uses new and reconditiOned parts to satisfy walranty repairs and replacements under 1 1c terms of this Warranty. Defective articles shall not be returned to the Harris? factory without the prior written authorization ol?llro Harris. Call I-SOUJ 53?5197 to obtain a Return Material Authorization (RMA) number. Ham's shall have the right of ?nal or:th as to the existence and cause ofnny claimed defect. Speci?cally excluded from the terms of this Limited Warranty are any defects which occur as a result of: Acts of God. (ii) Physical impact, crash or foreign object damage. Jmproper main lenance, storage, modi?cation or alteration by the Customer or its Customer. (iv) The Customer's: or its Customer operation of the items delivered under this Agreement with any accessmy, equipment or part not Speci?cally approved by the Harris unless the Customer furnishes clear and convincing evidence that such accessory, equipment, or part was not a cause oi?tlrr: tic-incl Nonnal wear and tear. (The Customer recognizes that certain pans have a limited service life and will wear out through normal use). (vi) Equipment or Software subjected to misuse or detrimental exposure or negligence; Defects caused by improper storage, use, installation or maintenance; Note: 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 ofSale May 2006 Chicago Police Department Organized Crime Division DATE: 11/4r2010 P.0. I 10152 3340 W. Fillmore Ave. Chicago, IL 60624 Phone: 312-747-7922 iames.washburn@chicaqopolice.m . a - V. :1 ?fin bur-.1: 5.0000 . Sgt. James Washburn Chicago Police Department 3340 W. Fillmore Ave. Chicago, IL 60624 312-746-7 22 .1: 1.2: -J Harris Corp - Wireless Products Group p.0. Box 9800 MS R5-11A Melbourne, FL 32902-9800 800-358-5297 - . I - at}; King Fish King Fish I 1' 27,800.00 27,000.00 10.10 F150 00000 36000615 00012000 1 10,100.00 10,100.00 KF-GSM-SW icing" Fish 000. s'ofiNare Package" 1 10,100.00 10,100.00 100g 'Fisih'ibEFi? ?s'c'i'i?tw'ar'e Padka?g? 1 10,100.00 10,100.00 11014069401 iiu?gged Mini-'00 Controller (Go Book) 1 5,500.00 5,000.00 PA-ki?Tizsw-CdnUs Higjibow?red'i5w PA Kit 1 11,000.00 11,500.00 0000 Converter-001105 1 10500.00 10,000.00 AJ-W Amber Jack Wide Band 0F Antenna 1 30,400.00 30,100.00 50010101. 5 157,300.00 Other Comments or- Special TAX RATE NA All Equipment per quote# QTE6779-02485 Shipping Training Included on Site at Homan Square TOTAL 51 57,300.00 Sergeant James Washburn #1765 (- - AuthoriZed by 04 Nov- 2010 If you have any questions about this purchase order, please contact Sgt. James Washburn, 312?146-7922, FAX 312-746-7278 PURCHASE ORDER. DATE: 11/4/2010 P.O. I 10152 I Chicago Police Department Organized Crime Division 3340 W. Fillmore Chicago, IL 60624 Phone: 312-747?7922 Sgt. James Washburn Chicago Police Department 3340 W. Fillmore Ave. Chicago, ll. 60624 312-746-7922 Ivy?. f. I a .. .Er-l- .?rht ?3 mpg); p.0. Box 9800 R5-11A Melbourne, FL 32902-9800 800-358-5297 DELIVERY-DATE: - *3 - --: DESCRIPTIDH, King Fish King Fish 1 27,800.00 R'i'n'g'Fi'sh 601010 ?b?xhare i?a'c'ikag? 1 10,100.00 18,100.00 HF-GSM-SW Kingfish 0501' Sofware Package 1 113,100.00 13,100.00 king; Fish 1051-1 SoftWare Package 1 10,100.00 10,100.00 2014069-?101? . Rugged Mini-Ettontrnuer [Go Book] 1 5,500.00 5,500.00 1110,11 00110002501150 1111 1' 11",510000 11,500.00 0on0 1V-AWS Converter-CONUS 1 10,000.00 19,300.00 21.1-10 nrnber Jack Wide Band '01? Antenna 1 30,400.00 33,400.00 50070011. 9 157,300.00 Dmer Comments or Special instructions TAX RATE NA All Equipment per quote# QTE6779-02485 Shipping Training Included on Site at Homan Square TOTAL $157,300.00 5 CT. 04 Nov. 2010 Sergeant James Washburn #176 Authorized by If you have any questions about this purchase order, please contact Sgt. James Washburn, 312-746-7922, FAX 312-746-7278 CRIME DIVISION 24 September 2009 Technical Services Group TO: Ernest T. Brown Chief Organized Crime Division ATTN: Brian Daly Lieutenant Organized Crime Division FROM: James R. Washburn '1 Sergeant Organized Crime Division SUBJECT: 1505 Fund Equipment Request Harris Upgrade Payment Inv# INV6799-02186 Attached to this report is an Invoice from Harris Corporation of Melbourne FL. for the purchase and upgrade of the Stingray Equipment currently being utilized by the Tech Lab. The approval letter for this equipment is also attached. The upgrade to Stingray II and the additional equipment required to erate the rade are itemized in the attached invoice. This equipment is utilized by Tech Lab personnel to_ _It is utilized in conjunction with? total invoice amount is $164,500.00. Two items are back ordered that total $30,000.00. The R18 is requesting that $134,000.00 be remitted at this time. CPD numbers on all equipment are pending at this 8116' Since this equipment is utilized in bothW -s requested that it paid for by 1505 funds an un 0 . Ell? ?s R. Washburn Sci" leant ?ganized Crime Division g; 0 3 0 )3 APPROVED: i? g. is! . . Nicholas J. Ru 1 Deputy Chief Organized Crime Division - as $2 .liniest T. Brown 0/ Chief (be Organized Crime Division Please Remit Payments: Invoice Harris Corporation, GCSD Date 8120/2009 Citibank Delaware Page: 1 PD. Box 7247 - LB 6759 Philadelphia, PA 19170-6759 USA Account No: 30523187 - ABA e, No. 021000089 Invalce TIN: 340276860 Bill To: 1 Ship To: Chicago Police Department F, n. z, Sgt. Jim Washburn . . a i Sgt. Jim Washburn ru?zrp?gb james.washburn@ orlf?nai james.washburn@ chicagopoliceorg Chicagopoliceorg 3340 W. Fillmore Ave. 3340 W. Fillmore Ave Chicago, IL 60624 Chicago, IL 60624 Purchase Order NO. Customer ID saeg?efs?oh: .23. Method v. RintrTenns Ree" Ship Date Harrieeofd. No.3 15457 WPGZ Net 30 01812009 0R06779-u1 271 Ordered Shipped BIO Item name - Deeti'?b'tion Discount Unit Price Ext. Price 1 1 STINGRAY - UP StingRay ll - Upgrade $65,000.00 $65,000.00 2045 Serial Number SHOULD Row ,7 755 INVEN Mia/ab. 1 1 1 2009523401 Laptop PC 9 $0.00 1 1 STINGRAY StingRay ll Software Package $22,000.00 $22,000.00 2046 Serial Number 1 1 IDEN 000 Single Band 800 $14,000.00 $14,000.00 1 1 DUAL-BAP Dual-Band CONUS 850/1900 $17,500.00 $17,500.00 1 1 2100 Single Band 2100 $16,000.00 $16,000.00 1 1 AJ-W-UG AmberJack-X or to AmberJack?W Upgral $18,000.00 $0.00 1 1 SPURDOG Handheld Passive DF Tool $12,000.00 $0.00 Subtotal $134,500.00 HARRIS CORP PRODUCTS GROUP $905? $333 ISO . PO. BOX 9800, MIS R5-11A Tax 50:00 MELBOURNE, FL 32902-9800 Freight 5030 PH: 800-358-5297, FAX: Trade Discount $0.00 Purchase Price $134,500.00 BUREAU OF INVESTIGATIVE SERVICES 0 I2 February 2009 ORGANIZED CRIME DIVISION TO: Nicholas J. Roti Deputy Chief Organized Crime Division 5: ATTN: Brian Daly Lieutenant Organized Crime Division 33 FROM: James R. Washburn Sergeant Organized Crime Division SUBJECT: 1505 Fund purchase request Sting-Ray II upgrade At this time the R/Sgt. is requesting an upgrade ofthe Sting-Ray equipi _ting Ray I to Sting Ray II. This equipment is utilized during ?his equipment is additionally used to ached to this report is a quote from Harris Corporation of Melbourne FL, for the upgrades. The upgrades include com uter software (3 new am Ii?ers, plus the rebuilding of the current antennae and Sting Ray unit. The total cost of the upgrades and new equipment is $164,500.00. A new unit would cost over $310.000.00 and would not perform any more effectively than the upgraded unit. Representatives from Harris Cor oration traveled to Chica with a new Stin Ra II testin ur oses in December of 2008. he existing unit unit for as urchased over five years ago and has not been upgraded since. This unit would tentativer be used Since this unit is utilized _it is requested that this be considered a one time purchase from the 1505 and 1505ML fund. .. APPROVED: Qty/Ody?) James R. Washburn Nicholas J. Roti Sergeant Deputy Chief Organized Crime Division Organized Crime Division 'l . {mu-1a,; Q?gvau lil'ncsl T. Brown Chief Organized Crime Division "Quote .2 Date - 'a 12/22/2008 Pag?z' 1 Quotation Bill To: Ship To: Chicago Police Department Sgt. Jim Washburn Sgt. Jim Washburn james.washburn@ iames.washburn@ Chicagopoliceorg chicagopolioeorg 312-746?7922 312-746?7922 Purcha'sie OrdehNo: cus'tb?ma'rlo - 1 sal?S'per30n lD- Shipping Method Payment T?nn??sf. R?quhib Date. MaSt?riNo?.? WPGZ Net 30 0/0/0000 2,416 Quantity ltewNum?bdfT 3 ?17 Desoription UOM DiscoUnt unit?sRi'io?? earring 1 STINGRAY ll - UP StingRay ll - Upgrade EA $65,000.00 $65,000.00 ?1 STINGRAY StingRay l Software Package EA $22,000.00 $22,000.00 1 IDEN 300 Single Band 800 EA $14,000.00 $14,000.00 1 DUAL-BAND PA-KIT-30W Dual-Band CONUS 850/1900 EA $17,500.00 $17,500.00 1 2100 PA-KIT-30W Single Band 2100 EA $16,000.00 $16,000.00 1 AJ-W-UG AmberJack?X or to AmberJack?W Upgrade (WideB EA $18,000.00 $18,000.00 1 SPURDOG Handheld Passive DF Tool EA $12,000.00 $12,000.00 NOTE $0.00 Delivery will be 120 days ARO unless otherwise stated. Please see attache?! Terms and Conditions. Samar $104,500.00 HARRIS CORP - WIRELESS PRODUCTS GROUP Approved By: . I $030 PO. BOX 9300. MS R5-11A Tags-es- $030 MELBOURNE, FL 32902-9800 Fr?lil'l't?" - $0.00 PH: 800658-5297, FAX: LE $1,100 Purchase'Prtce $164.50000 9 ,sCorporation Government Communication Systems Division Terms and Conditions of Sale For Wireless Equipment, Software and Services 1. DEFINITIONS 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, all as acknowledged by Harris on its standard acknowledgement form; B. ?Customer? means the purchaser of Equipment, Software, or Services from Harris; C. ?Date of Acceptance" means the date when the Customer rquivm 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 hardware, including components, and excludes any Software or Services; E. ?Harris? means Harris Corporation, acting through its Government Communications Systems Division; F. ?Maintenance Agreement" means a separate agreement for maintenance of the items procured hereunder; such services are not included in this Agreement i. ?Purchase Order? means the ustorner?s purchase order as acknowledged by Harris on its standard acknowledgement form; H. ?Purchase Price" means the purchase price as identi?ed in the Purchase Order; I. ?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 speci?cations, scope of work, schedule, the Agreement and any maintenance agreement speci?cally included in the purchase price; . ?Services? means, training, maintenance support, or other services to be provided to CUStomer as part of the Agreement; K. ?Software? means software and ?rmware, including all copies provided to Customer. 2. PROPOSALIQUOTE VALIDITY Prices quoted are binding upon Harris for 30 days from the date of Quote. At expiration, Han-is reserves the right to adjust its prices or extend the validity period. 3. ACCEPTANCE MODIFICATION OF TERMS. This Agreement constitutes customer?s acceptance of Harris? offer and such acceptance is expressly made conditional on Customer?s assent to the terms and conditions contained in this Agreement. The Agreement will be deemed accepted by Customer upon the ?rst to occur Customer's issuance of the Purchase Order; or (ii) Harris? commencement of performance under the Agreement. In either such event any additional or difthrent 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 seasonany objects thereto, will be binding upon Harris unless such different or additional terms are incorporated into a writing signed by both Harris and Customer, making express reference to the Agreement. 4. TAXES All prices are exclusive of all sales, use, excise, and other taxes, duties, or charges. Unless evidence of tax exempt status is provided by Customer, Customer will pay, or upon receipt of invoice from Harris, will reimburse Harris within a reasonable time a?er receipt of noti?cation for, all such taxes or charges levied or imposed on Customer, or required to be collected by Harris as a result of this transaction or any part thereof. 5. CHANGESFCANCELLATION Except as otherwise provided herein, change and/or cancellation of a Purchase Order in whole or in part by Customer will be effective only with speci?c written approval of Harris and may be subject to Harris' reasonable change and/or cancellation charges. 6. DELIVERY Harris shall have the right to make, and Customer agrees to accept, shipments in more than one lot, and payment for each lot shall be due accordingly. 7. FREIGHT CHARGES AND TRANSPORTATION INSURANCE Unless otherwise stated in the Agreement, all prices and terms are F.O.B. Destination and are inclusive of freight charges. 8. TITLE AND RISK OF LOSS Title to and risk of loss for Equipment and Software media sold under the Agreement shall pass to Customer at the HOB. Destination Harris WPG Slandard Terms and Conditions ol'Salc May 2006 9. PAYMENT TERMS A. Payment for an invoice is due within thirty (30) days from the date of the invoice. Late payment shall be accrued interest at either the lowor of one and half percent per month or the highest rate by law, to the outstanding balance due. 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. (ii) Domestic Purchase Orders for Maintenance Agreements require full payment of the Purchase Price prior to the start of the term of the Maintenance Agreement or Harris? obligation to perform. International Purchase Orders are for shipments of Equipment, Software and/or Services to be performed outside the continental United States and Canada. Hanis will submit an invoice after it has receipt of an apprOVed export license; Harris will not ship any Equipment, Software nor perform any Services under the Purchase Order until it receives full payment of the Purchase Price of the Purchase Order. 1 0. ANN UAL MAINTENANCE AGREEMENT Upon expiration ofwananty period, Customer can execute a separate maintenance agreement with Harris for Equipment and/or So?Ware. Such maintenance agreements are available for a percentage of the original Purchase Prices of the Equipment and/or So?ware. Annual maintenanCe agreements include: A. Customer telephone support during normal business hours (Monday through Friday, Eastern Standard Time). Additional tWelve?(12) month warranty .011 Equipment, with respect to the Equipment Maintenance Agreement. C. For Software maintenance agreements it includes noti?cation of and free access to Software upgrades as de?ned in the maintenance agreement. ll. EQUIPMENT RETURN POLICY A. EgtripEpt Damaged in Shipmgt. Upon receipt of shipments, Customer must open and inspect all boxes immediately for possible freight damage. if damage is tbuud, Customer must notify the delivering carrier within 48 hours and request an inspection. A?er notifying the freight carrier, Customer shall contact Ianis for llJl'lhcr instructions. Damaged Equipment shall not be returned without Harris? prior authorization. B. Items Shim. in Error. if the Equipment Customer receives is not what the Customer ordered, Customer will notify the Harris responsible for the ful?llment of the Purchase Order. Customer agrees not to discard packing material. Harris will issue a retum authorization. C. {Jojectivc if the Equipment Customer receives is defective, it is covered under the Harris or manufacturer?s standard equipment warranty. Upon discovery ofa warranty problem, Customer must contact the Han-is for wan'anty support. Customer agrees not toretum the Equipment until a service representative has issued a retum authorization, including .a form Customer must ?ll out describing the nature of the Equipment defect. D. Other Reasons. If Customer needs to return Equipment for other reasons, must contact limit. for a return authorization. I-larris? customer service represenWtive will require a clear statement of the reason for the return request. Upon approval of Customer?s reqUest, a return authorization will be issued. Customer agrees not to return any Equipment without a return authorization. Equipment being retumed is subject to restocking and other charges. CUSTOM MANUFACTURED OR SPECIAL ORDER ITEMS ARE NOT RETURNABLE. Upon Receipt ot'a Return Authorisation. Rattan authorization numbers must appear on each individual package being retumed. Customer is responsible for insuring the return for the full invoice amount and all shipping coals. Harris may refuse shipments of Equipment returned without return authorization numbers. All Equipment being reunited for credit must he reuancd in a timely manner and in good condition. Harris will inspect all Equipment returned If then: is damage, Wear and tear, or if there are missing components or accessories, Han'is may charge Customer for repair/refurbishment. 12. LIM WARRANTY A. Harris warrants the Equipment and Software ordered hereunder as of the Date of Acceptance to be substantially free item defects in material and workmanship. Hanis? liability under [his Limited Warranty shall commence on the Date of Acceptancc of the individual item of Equipment and So?ware and terminate 12 months thereafter. Written notice of any defects shall be given to Harris upon discovery and Harris shall correct such defects by repair or at its option. without charge, either FOB llan'is? plant or service in the ?eld. Harris uses new and reconditioned parts to satisfy warranty repairs and replacements under the terms of this warranty. DefectiVe articles shall not be returned to the Han-is' factory without the prior written authorisation of the Harris. Call to obtain a Return Material Authorization (RMA) number. Harris shall have the right of ?nal determination as to the existence and cause of any claimed defect. Speci?cally excluded from the terms of this Limited Warranty are any defects which occur as a result of: Acts of God. (ii) Physical impact, crash or foreign object damage. Improper maintenance, storage, modi?cation or alteration by the Customer or its Customer. (iv) he Customer?s or its Customer operation of the items delivered under this Agreement with any accessory, equipment or part not speci?cally approvad by the Han-is unless the Customer furnishes clear and convincing evidence that such accessory, equipment, or part was not a cause of the defect. 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 or detrimental exposure or negligence; Defects caused by improper storage, use, installation or maintenance; Note: Harris is not responsible under this provision for defects with rrspect to items not provided by Harris or its subcontractors. Hun-is WPG Standard Temrs and Conditions ofSulc May 2006 B. 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 alteration. lack of care in operation, maintenance or handling. The written notice of claim of defect must include a description of the defect with detailed information, which will enable Ham's to identify the defect and determine its probable cause. Components that Customer Claims to be defective must be available to Harris for inspection and test. No defective Equipment or parts are to be returned without ?rst receiving written authorization and instructions from Harris. Customs clearance for all replacement parts under the warranty or otherwise will be Customer?s sole responsibility. C. CLAIMS UNDER ANY OF THE FOREGOING WARRANTIES ARE WAIVED UNLESS MADE WITHIN THE EQUIPMENT WARRANTY PERIOD, TN THE CASE OF EQUIPMENT, OR WITHIN THE SOFTWARE WARRANTY PERIOD, IN THE CASE OF SOFTWARE MEDIA. 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. D. LIABILITY FOR BREACH OF ANY OR ALL WARRANTIES FOR EQUIPMENT, SOFTWARE MEDIA, 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 AND IN NO EVENT WILL HARRIS OR ITS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES BY REASON OF ANY BREACH OF WARRANTY OR DEFECT IN MATERIALS OR WORKMANSHIP. 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 OTHER THAN BY AUTHORIZED HARRIS PERSONNEL. E. THIS LIMITED WARRANTY CONSTITUTES SOLE AND EXCLUSIVE LIABILITY HEREUNDER AND CUSTOM 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, WRITTEN, EXPRESS, 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 SHALL INCREASE OR EXTEND ANY HARRIS WARRANTY. THE TOTAL LIABILITY OF HARRIS AND ITS LICENSORS UNDER THIS WARRANTY SHALL IN ANY EVENT BE SUBJECT 0 THE LIMITATIONS IN THIS SECTION. 13. REPAIRS To repair any Wireless products after the IE month warranty has expired, call 1-800-358-5297 to obtain a Return Material Authorization (RMA) number and an estimated cost for repair. Repair Policy - 'l?o affect a repair on a Wireless Product, the Equipment andr'or Software should be returned to the Harris? factory with a written description of the failure mode. Out of warranty repairs 3p ly to any equipment auditor software whose standard 11- month warranty has expired, no maintenance agreement has been purchased and poi For, antitm' any equipment aodior soltware damaged in a manner not covered by the standard warranty. including any defects which occur as identified under 1 above. Equipment and/or So?ware should not be returned to the Hanis? factory without the prior written authorization of the Harris. Call 1-800-358-5297 to obtain a Return Material Authorization (RMA) number. (ii) Support Polic - Harris provides free help desk support throughout the warranty period and maintenance agreement of purchased Wireless Equipment an or Software. Technical support is available during normal busrness hours EST, Monday through Friday via the help desk support center at 1-800-358-5297. 14. SOFTWARE LICENSE A. Subject to full payment of the Purchase Price by Customer, Han-is grants to Customer a nontransferable (except as expressly provided herein), n0nexclusive license to use the Software (sottwwe, ?rmware, and documentation) in connection with use of the Equipment purchased hereunder. The So?ware fumished with the Equipment shall be of the latest generation available at the time of shipment of the Equipment. Han'is is under no obligation to supply updates to the So?'ware except where expressly so stated 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 licansor} has valuable property rights in the Software, and the Soltware will continue to be the sole and exclusive property of Harris or its licensm. Customer will obtain no title to the Software. All rights in patents, cepyrights and trade secrets in relation to the Software shall continue to be vested in Harris or its licensor. Customer shall keep the Software confidential by affording access to the Software only to thus; of its employees, agents, or consultants having a need to know and shall have such individuals agree in writing to the obligations contained herein. In addition, Customer shall employ reasonable measures to prevent any unauthorized use, copying, publishing, reproducing, or disclosing of the Software and shall treat such with not lesser care than its own con?dential information. The Software may be used only in conjunction with lhe Equipment purchased hereunder. Customer may not rent, lease, transfer, network, display, or distribute the Software, nor may Customer rL'Vurse engineer, disassemble, decompilc, modify, alter, translate, or adapt the Software or create any derivative thereof, except where Expresst stated in writing. Customer agrees that a violation ot? this Agreement Would cause irreparable injury to Harris or its licensor, and that Harris or its licensor shall be entitled1 in addition to any other rights and remedies it may have, at law or in equity, to an injunction enjoining and from doing or continuing to do any such act and any other violations or threatened violations of this Agreement. Customer a on; that if Harris or its lieansor shouid any breach ol'any provision of this Agreement, it shall not thereby be deemed to have waited 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 Han-is WPG Standard Trims and Condilions ofSalc May 2006 15. DISCONTINUED AVAILABILITYILAST TIME BUY Customer acknowledges that Hams has made no representation about the continued availability of the and Sollwarc listed in the Agreement l-lan'is reserves the right, in its absolute disorction. with or without notice. without incurring any liability to Customer or otherwise. whether- in contract or ton. to discontinue manufacturing or selling any of the Equipment and Sullivan: listed in the Agreement at any or from time In time. l-lnrris may within in: discretion provide Customer with an opportunity to purchase such quantities of the Equipment or Hellman: as (firstorner estimates it may need ("last time buy"] within thirty {30) days of notice. last time buy rights are limited to products available in l-lurris? inventory at the time ot Customer's request. llurn's will provide warranty services and make spare parts available to Customer for a period ofnne (ll yenr alter notice by Harris to Customer that the Equipment has been discontinued or for a pcrind of ninety days nlternolicc to Customer that the Software has been discontinued. l6. PROPERTY ll) in the event any Fquipment to be funiisbcd under this Agreement is not to be made. in accordance with drawings. samples or manufacturing speci?cations designated by Customer. but rather is design of Harris. Harris agrees that it shall. at its own expense and at its option. defend 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 wot-h, copyright or arty other intellectual property right This obligation shall be only if Customer shall have made all payments then due and it'llarris is notified ofssid allegation in writing and given authority. information. and assistance for the settlement or defense of said claim. suit. or proceeding. Harris shall pay all damages and costs assessed in such suit or proceedings. In the event ofa ?nal adjudication by a court ot'cornpeteutjurisdielion that its or any part or violatcsany third party inlellccuial properly right or if the use or sale thereofis enjoined. nr il?thc provisions of any negotiated settlement Agreement prohibit the use of the product. Hnn'is shall at its sole option and its own either". Promo: for Customer the right to continue using the Equipment; or (bl Replace it with a substantially equivalent non-infringing equipment; crtc-J Modify it so it becomes non?inti'inging but substantially equivalent: ortdl If none of the above is reasonably available, terminate the Custome?s right to use the Equipment and return to the Customer in provrata portion of the price originally paid by Customer to Harris represented by the remaining useful life ofthe Equipment as a percentage of the total useful life. The lbr?cguing indemnity does not apply to the following: infringement by a combination of Equipment furnished under this Agreement with other equipment not furnished lru'cundur unless Harris is a contributory toll-lager. (Z) Infringement resulting ?ont uliruiges or modi?cations made to or from the Equipment by the Customer; Any settlements nfa claim. suit. or proceeding made without l-lan-is? written consent: and. Any Equipment to he under this Agreement which is to be delivered to the United States Government. 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. (it) 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 Crultorncr and is not the design of Han'is, Customer agrees to defend. indemnify and hold Harris harmless to the same extent and subject to the same requirements as set forth in l-lan'is' indemnification of Customer as set forth in (I) above. 17. TECHNICAL DATA AND INVENTION A. Unless speci?cally agreed to by llanis and identi?ed and priced in the Agreement as a scpotate item or items to be delivered by l-larris {and in that event, except so identi?ed and priced), the sale of Equipment. Software and Services under the Agreement Confers on Customer no right in. license under. to. or entitlement of any kind to arty of Harris' technical data including. but not limited to design. process teclmology. StillWEIJ'c and drawings, or to any of l-larris? inventions [whether or not patcntablc). incspuctive of whether any such technical data 01' invention or any portion thereof arose out of work performed under or in connection with the Agreen'reot. and of whether Customer has paid or is obligated to pay Harris for any part of the design 'or devolopment 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. C. Customer shall not violate Harris' copyright of documents or Software or without Harris' written permission disclose Harris? con?dential or proprietary data to others. 18. EXCUSABLE DELAY A. Harris will be excused from performance under the Agreement and 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 whether in its sovereign or contractual capacity. judicial action. war. civil disturbance. insurrection. salaitagc. act of public enemy or terrorism. labor diilicultirs. failure or delay in delivery by llarris? suppliers or subcontractors. transportation difficulties. shortage of energy, materials, labor or equipment. accident. fire. flood. storm or other set of nature. Customer's fault or negligence or where compliance with any applicable enviroinnental law or regulation by Hands is not reasonably technologically or economically feasible. or would otl?rerwise require Harris to change its manufacturing process. B. In the event of an excusable delay, Harris will make reasonable efforts to notify Customer of the nature and extent of such delay and Hanis will be entitled to a schedule an extension on at least a day-for-day basis. and (2) if the delay is cau5ed by Customer?s fault or negligence, Harris will be entitled to an equitable adjustment in price under the Agreement. ?19. EXPORT AN RIB-EXPORT RESTRICTIONS Customer acknowledges that the and Software sold or licensed to it by llan'is under this Agreement may be subject to export controls under the lows of the United States or l[Tarrarln Customer will not export or re?citpurt the Equipment or Software. technology. or products trianufncturcd from the technology that are the subject of the Agreement in violation of the carton control laws of the. United States or Canada. Customer shall defend. indemnify and hold [-lnrr'is harmless from and against any loss. dall'i?g?. or liability arising out of Customer's failure to sculpt with this Section. The Customer shall supply to the Harris on a timely basis all necessary inlinnratinn and documentation requested by l-larris in order to permit the Harris to expect the Equipment. So?wnre nodlor Services with respect to any Purchase Order issued by the Customer hereunder. in accordance with the terms of this Agreement. Harris WPG Standard Terms and Conditions uszde May'2006 20. COMPLIANCE WITH WASTE RECYCLING LAWS Firstomcr acknowledges and agrees that the supply of the Equipment by [limits to the Customer. and Iltr: resale or rc-supply rr the Equipment by the Customer. may give rise to obligations for Harris and the Customer under the Laws n5 hereina?er de?ned. The Customer shall be responsible for the collection. recycling, reuse and disposal of the Equipment in compliance with the Environmental Laws. ?Environmental Laws" means any low or regulation iIr anyjurisrlictinn Wul?ltlwitlt: applicable to the Agreement and these terms and includes but it is not limited In the recycling or treatment of waste equipment including the laws implementing the Directive as de?ned Directive" means the lit] Directive on Waste Electrical and shall include any and all national laws and regulations, whether civil. criminal, administrative. in any jurisdiction giving effect to that meaning including. but limited to, statuary and subordinate legislation. ordinances permits, common law, local laws. judgments. and any notices. orders. directions, 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 shall indemnify and hold Harris and each of its af?liates harmle Harlin? 3? 30515? liabilities or damage of any nature inset-red by any of them relating to the collection, recycling. reuse and disposal of any Equipment or otherwise arising in connection with their respective obligations urtdertl?te Environmental lens. or by reason of any failure or alleged by the {?usterncr to comply With its obligations under the Environmental laws. 'Ihe Customer shall provide unit; with such compliance plans or other doetnrrents and information that Hen-i5 nnry reasonath request to enabie Harris and its af?liates to verily and prove to any enforcer-neat agency the compliance by the Customer and Harris of their respective obligations under this Section and the Environmental Laws. 21. LIMITATION OF LIABILITY 15 NOTIFIED THAT UNDER NO CIRCUMSTANCES SHALL HARRIS BE LIABLE FOR (A) ANY SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY PARTY. INCLUDING THIRD PARTIES, EVEN IF SUCH DAMAGES ARE FORESEEABLE. OR LOSS OF REVENUE. LOSS OF PROFITS, LOSS OF BUSINESS 0R L053 OF USE EVEN ll; HARRIS HAS BEEN OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION SHALL APPLY TO ANY IM OR CAUSE OF IN OR TORT (INCLUDING NEGLIGENCE, S'I?Itltj'l" LIABII BREACH OF IN NO EVENT SHALL LIABILITY TO CUSTOMER OR ANY PARTY CLAIMING THROUGH EXCEED THE ACTUAL PIJRCI-IASE PRICE PAID Il?r? CUSTOMER FOR ANY EQUIPMENT. SOFTWARE t?tR SERVICES HEREUNDFR. THIS SECTION SHALL SURVIVE OR EXPIRATION (IF THIS AGREEMENT. CUSTOMER TO INDEMNIFY HARRIS AGAINST ALL LOSS OR LIABILITY CLAIMS B?t? CUSTOM ER OR A THIRD PARTY ARISING OUT OF UR T0 INSTALLATION, UP ERATION, CIR USE OF THE EQUIPMENT OR SOFTWARE. 22. APPLICABLE LAW, VENUE, AND JURISDICTION The Agreement, and any disputes related thereto. shall be governed by and interpreted in accordance with the laws ofthe State of Florida, LISA. regardless oi any con?ict of law principles requiring the application rri?arry other law. The parties speci?cally exclude the application nt'tlre United Nations Convention on Contracts [or the Sale nI'Geods to the Agreement, to the contractual relationship created under the and to the construction, validity, enforcement, and interpretation of the Agreement. The parties agree that the exclusive Venue for-any action arising out trier related to the Agreement Shall be ill the comic with the appropriatejurisdieticn located in Bremen! County, Florida. and each party submits to thejurisdiction of each such need in any such action and waives any objection it may now or hereafter have to venue or personal in each such court. The prevailing party in any action rotated to the dispute or interpretation of the Agreement shall be entitled to reenth its reasonable attorneys tees matured in pursuing the action. including these fees incurred throughout all bankruptcy and appellate proceedings. 23. JURY WAIVER CUSTOMER AND HARRIS FURTHER AGREE, TO THE PERMITTED BY LAW. TO WANE ALL RIGHTS TO A TRIAL BY JURY OF ANY ACTION RELATING TO THE DISPUTE OR OF THE AGREEM liltlT, WHETHER IN CONTRACT. TORT, OR OTHERWISE. THE PARTIES SPECIFICALLY ACKNOWLEDGE THAI THIS WAIV HR IS MADE KNOWINGLY AND 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 shall be the basis of that party?s decision to enter into the Agreement. 25. RELIANCE ON COUNSEL AND OTHER ADVISORS 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 shall not be construed against either party as the drafter. 26. COMPLIANCE WITH APPLICABLE LAWS Customer warrants that Customer shall comply with any and all applicable US federal and state laws. and shall operate in good faith to comply with other laws and regulations and industry best practices, applicable to such party?s performance hereunder, and shall 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: make any news release, public announcement, denial or cc?m?rmation of this Agreement or its subject matter; or in any manner advertise or publish the fact of this Agreement. B. Default. If Customer defaults in any of Customer?s obligations hereunder, including, but not limiting to failure to pay all sums when due, Customer will be liable for all costs to Harris resulting ?'om Harris? attempt to enforce its rights hereunder, including, but not limited to collection agency Ices, attorney fees, court costs, etc. Harris WPG Standard Team and Conditions oI?Salc May 2006 C. Assignment. Customer shall 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 violation of this Section is null and Void. D. 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 unenforceability, be severed, but without in any way affecting the remainder of such provision or any other provision contained herein. all of which shall continue in full force and effect. E. No Waiver. Waiver or failure by Han-is 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 ?rture waiver of any such right, or be a waiver of any other term, condition or remedy contained herein. F. Notices. All notices must be in writing and will be effective when received by (1) personal delivery, (2) registered, certified. or nationally recognised 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 hy giving notice pursuant lret'uto. A copy of all notices must be sent to Harris Corporation, PO Box 37, MS: IA, Melbourne, FL 32902 Attention: Contracts Manager. G. 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 shall be drawn up in English only. H. GSA: All purchase orders under GSA Schedule are subject to the GSA Terms and Conditions which will supersede all other 'l?ernrs and Conditions provided. 28. CLAUSES INCORPORATED BY REFERENCE The following Federal Acquisition itcgulationsf?efense Federal Acquisition Supplement claw-res are incorporated herein by reference. to the extent these clauses are applicable. with the same force and effect as if they are included in full text: 512 l9-ii Utilization of Small Business Concerns, 52.222- 26 Equal Opportunity. 52322-35 Equal Opportturity for Special Disabled Veterans and Veterans of the Vietnam and other eligible Veterans. 52121-36 Af?rmative Action for Workers IWith Disabilities, 52222?39 Noti?cation of Employees Rights Concerning Payment of Union Dues or Fees. 52.24164 Preference For Privately Owned US. Flag Commercial Vessels, 252225-401 4 Preference for Domestic Specialty Metals, Alternate l. Transportation of Supplies by Sea, and 252247-7024 Noti?cation of Transportation of Supplies by Sea. 29. ENTIRE AGREEMENT The Agreement supersedes all 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. No modi?cation or deletion of, or addition to these terms, will be binding unless made in writing and signed try duly authorized representatives of both parties. Harris WPG Standard Terms and Conditions ofSale May 20.06 Confirmation Report-?Memory Send Page 001 Date Time: Mar-09-09 09:11 Line 1 +3127456867 Machine ID ORGANIZED CRIME ADMIN Job number 799 Date Mar-09 09:07 To 2367278 Number of pages 008 Start time Mar?09 09:07 End time Mar-09 09:11 Pages sent 008 Status 0K :mg 2 2 BUREAU OF INVESTIGATIVE SERVICES 0 6 1'2. February 2009 ORGAN IZED CRIME DIVISION TO: Nichoan J- Rani Deputy Chief lg; Organized Crirne Division c? Brian Daily at. Lieutenant Organized. Crirne Division FROM: James R. Washburn Sergeant Organized Crime Division 1505 Fund purchase nest Sting-Ray upgrade e: the is requesting an upgrade of?ine Sting?Ray u: ui men aged fa 1i; equipment is utiliztih?j This equipment i5 deitiohnll3 (yuan: Fran-i l-Inn-iy. CDrpo?Lion 'J'I"Melbuurnc fun.- ea'u? Sling Ray unit- The I:ch :05and would not perform-i mar ctivcly than the upgraded unit. Representatives. from 1- - Gratin-n traveled to Chicago with ages. in Deccan-abet ul" 2008 Since this unit is utilized be considered a one time purchase fi-om the 150 APPROVED: - James R. Washburn Nicholas J- Roti Sergeant. Deputy Chief Organized Crime Division Organized Crime Division gm? 3 truest Brcamin Chief Organized Crirne Division BUREAU OF INVESTIGATIVE SERVICES ORGANIZED CRIME DIVISION Subject: Condition Prior to Payment of an Invoice (For Internal Control Procedure) Reference: Tracking of Drug Funds Expenditures The Unit that initiated the purchase (goods, and/or services) should write the following statements within the original invoice to be paid or in a report requesting settlement of an invoice: ALL DESCRIBED ABOVE 1. Received in good useable condition, and 2. The required CPD?Inventory number/s (on non- consumption item/s valued at $100.00 and above was/were: - tagged and registered with the Equipment and Supplies Inventory Control Section or - requested from the Equipment and Supplies by providing copies of the purchase documents or - identi?ed by serial number/sf for covert devices (list ?lmished OCD-Administration). Tracking of devices/s will be monitored by both TechLab and DOD-Administration. Select one from the three - options. 08/25/09 INV09PAYMENT ORGANIZED CRIME DIVISION 24 September 2009 Technical Services Group TO: Ernest T. Brown Chief Organized Crime Division ATTN: Brian Daly Lieutenant Organized Crime Division no FROM: James R. Washburn Sergeant Organized Crime Division SUBJECT: 1505 Fund Equipment Request Harris Upgrade Payment Inv# Attached to this report is an In voice from Harris Corporation of Melbourne for the purchase and upgrade of the Equipment currently being utilized by the Tech Lab. The approval letter For this equipment is also attached. The upgrade to Stingray Ti and the additional or nient rer uired to operate the acrade are itemized in the attached invoice. This equipment is utilized liv 'c con'uuction with The total invoice amount 15-. . . wo items are acr orr ere . . . . . . . ing that $134,000.00 he remitted at this time. CPD numbers on all equipment are pending at mis?time. it Since this equipment is utilized in _is requested that it paid for by 1505 funds and funds (it am a R. Washburn Ser eant ?ganiacd Crime Division 51:: 31 a :0 APPROVEDNicholas J. Ro i Deputy Chief Organized Crime Division :1 CW .. \m a: i Ernest T. Brown Chief Organized Crime Division 1:4: ?7 w? Please Remit Payments: Invoice [5301577902135 Harris Corporation, GCSD Date 81202009 Citibank Delaware Page: 1 PO. Box 7247 LB 6759 Philadelphia, PA 19170-6759 USA Account No: 30523187 ABA No: 021000089 TIN: 340276860 Bill To: . . Ship To: Chicago Police Department F, 73M)?ch Sgt. Jim Washburn . . .W Sgt. Jim Washburn ru?ro?gb james.washburn@ JHC magi {5.511.369 james.washburn@ chicagopoliceorg chicagopolicecrg 3340 W. Fillmore Ave. 3340 W. Fillmore Ave. Chicago, IL 60624 Chicago, lL 60624 Purchase Order No. Customer in SaleSperson Shipping Method Terms Req Date Harris 0rd 110:] 15457 WPGZ Net 30 01812009 ORE-0779431271 Ordered Shipped BID Item Number Description Discount Unit Price Ext. Price 1 1 STINGRAY ll - UP StingRay ll - Upgrade 1 $55,000.00 $55,000.00 2045 Serial Number :1 7,53 ;7E.r"1 s. ?45 :51. 7 I. - 1 1 2009523401 Laptop PC "p 9 $0.00 1 1 STINGRAY StingRay ll Software Package $22,000.00 $22,000.00 2046 Serial Number 1 1 IDEN 800 Single Band 500 $14,000.00 $14,000.00 1 1 Dual-Band CONUS 85011900 $17,500.00 $17,500.00 1 1 2100 Single Band 2100 $16,000.00 $16,000.00 1 'l AmberJack-X or to AmberJack?W Upgral $18,000.00 $0.00 1 1 SPURDOG Handheld Passive DF Tool $12,000.00 $0.00 Subtotal $134,500.00 HARRIS CORP - WIRELESS PRODUCTS GROUP $1205" $333 IS . P.O. Box 9800, M13 R5-11A Tax sum MELBOURNE, FL 32902?9800 Freight $030 PH: 800?358-5297, FAX: Trade Discount $0.00 Price $130,500.01] . r. 7? I Lift/fix 5} BUREAU OF INVESTIGATIVE SERVICES 0 I2 February 2009 ORGANIZED CRIME DIVISION TO: Nicholas J. Roti 5? Deputy Chief Iii] Organized Crime Division 53- ATTN: Brian Daly Lieutenant CE: Organized Crime Division FROM: James R. Washburn Sergeant Organized Crime Division SUBJECT: 1505 Fund purchase request Sting-Ray II upgrade At this time the R/Sgt. is requesting an upgrade of the Sting-Ray ui ment used tin Ra Ito Stin Ra II. This ui n-ncnt is utilized ttached to this report is a quote lrom arrls .orpora ion 0 a murne rL, for the upgrades. The upgrades 1 oftware 3 new am litiers, lus the rebuilding ofthe current antennae and Sting Ray unit. .{I?he total cost of the upgrades and new equipment IS . . new uni wou $310000. 0 and would not perform any more effectively than the upgraded unit. Representatives from Harris Cor oration traveled to Chicago with a new Sting Ray II unit for ?he existing unit it! gr I fl! '1 --.. APPROVED: ,2 If inr%/ugaa- James R. Washburn Nicholas J. Roti Sergeant Deputy Chief Organized Crime Division Organized Crime Division Kg 1; Wm Tillie-mm rnest T. Brown Chief Organized Crime Division Quote GREENE-01 929 Date 121229 008 Page: 1 Quotation Bill To: Ship To: Chicago Police Department Sgt. Jim Washburn james.washburn@ chicagopoliceorg Sgt. Jim Washburn james.washburn@ chicagopoliceorg 312?746?7922 312?740-7922 Purchase Order No. Cuetom?cr iD 56156155001110; Shipping Method Payment Terms. Rea-Shlb'oat'e Master-No. WPGZ Net 30 0/0/0000 2,416 Quantity Item NUmber Description UOM Discount Unit'Priee Eitt. Price 1 STINGRAY - UP StingRay ll - Upgrade EA $65,000.00 $65,000.00 1 STINGRAY StingRay ll Software Package EA $22,000.00 $22,000.00 1 IDEN 300 Single Band 800 EA $14,000.00 $14,000.00 1 I Dual-Band CDNUS 050/1900 EA $17,500.00 $17,500.00 1 2100 Single Band 2100 EA $16,000.00 $16,000.00 1 AJ-W-UG AmberJack-X or to AmberJack-W Upgrade (WideB EA $18,000.00 $18,000.00 1 SPURDOG Handheld Passive BF Tool EA $12,000.00 $12,000.00 NOTE $0.00 Delivery will be 120 days ARO unless othenrvise stated. Please see attached Terms and Conditions. Subtotal. . $164,500.00 HARRIS CORP WIRELESS PRODUCTS GROUP Approved By; moo P.O. Box 9300, M18 $0.00 MELBOURNE, FL 32902-9800 Ff" "tiff. $0.00 PH: 800-358?5297, FAX: -.. $000 Pur?ha??' 151150 $104.50000 WR'sCorporation Government Communication Systems Division Terms and Conditions of Sale For Wireless Equipment, Software and Services 1. DEFINITIONS 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, all as acknowledged by Harris on its standard acknowledgement form; B. ?Customer? means the purchaser of Equipment, Software, or Ser'Vices 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 andfor Servicw was delivered in a defective condition. D. ?Equipment? means any hardware, including components, and excludes any Software or Services; E. ?Han-is? means Harris Corporation, acting through its Government Communications Systems Division; F. ?Maintenance Agreement? means a separate agreement for maintenance of the items procured hereunder; such Services are not included in this Agreement ?Purchase Order? means the ustomer?s purchase order as acknowledged by Harris on its standard acknowledgement form; ?Purchase Price? means the purchase price as identi?ed in the Purchase Order; I. ?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, techni cal specifications, scope of work, schedule, the Agreement and any maintenance agreement speci?cally included in the purchase price; J. ?Services? means, training, maintenance support, or other services to be provided to Customer as part of the Agreement; "Software" means software and ?nnware, including all copies provided to Customer. 2. PROPOSAIJQUOTE VALIDITY Prices quoted are binding upon Harris for 30 days from the date of Quote. At expiration, Harris reserves the right to adjust its prices or extend the validity period. 3. ACCEPTANCE MODIFECAT 05' TERMS. This Agreement constitutes Customer's acceptance of Harris? offer and such acceptance is eXpressly made conditional on Customer?s assent to the terms and conditions contained in this Agreement. The Agreement will be deemed accepted by Customer upon the ?rst to occur 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 an 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 seasonany objects thereto, will be binding upon Harris unless such different or additional terms are incorporated into a writing signed by both Harris and Customer, making express reference to the Agreement. 4. TAXES All prices are exclusive of all sales, usc, excise, and other taxes, duties, or charges. Unless evidence of tax exempt status is provided by Customer, Customer will pay, or upon receipt of invoice from Harris, will reimburse Harris within a reasonable time after receipt of noti?cation for, all taxes or charges levied or imposed on Customer, or required to be collected by Harris as a result of this transaction or any part thereof. 5. CHANGESICANCELLNFION Except as otherwise provided herein, change and/or cancellation of a Purchase Order in whole or in part by Customer will be effective only with speci?c written approval of l-larris and may be subject to Harris? reasonable change and/or cancellation charges. 6. DELIVERY Harris shall have the right to make, and Customer agrees to accept, shipments in more than one lot, and payment for each lot shall be due accordingly. 7. FREIGHT CHARG ES AND TRANSPORTATEON Unless otherwise stated in the Agreement, all prices and terms are ROB. Destination and are inclusive of freight charges. 8. TITLE AND RISK OF LOSS Title to and risk of loss for Equipment and Software media sold under the Agreement shall pass to Customer at the ROB. Destination Harris WPO Standard Terms and Conditions ol'Salc May 2006 9. PAYMENT TERMS A. Payment for an invoice is due within thirty (30) days from the date of the invoice. Late payment shall be accrued interest at either the lower of one and half percent per month or the highest rate allowed by law, to the outstanding balance due. 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 identi?ed in the Purchase Orders. (ii) Domestic Purchase Orders for Maintenance Agreements require full payment of the Purchase Price prior to the start of the term of the Maintenance Agreement or Han-is? obligation to perform. International Purchase Orders are for shipments of Equipment, Software undl'nr Service; to be performed outside the continental United States and Canada. Hanis will submit an invoice a?er it has receipt of an approved carport license; Harris will not ship any Equipment, Software nor perform any Services under the Purchase Urder until il receives full payment of the Purchase Price of the?PurchaseOrder. 1 0. ANNUAL MAINTENANCE AGREEMENT Upon expiration of warranty period, Customer can 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 and/or Software. Annual maintenance agreements include: A. Customer telephone support during normal business hours (Monday through Friday, Eastern Standard Time). E. Additional twelve 2) month warranty on Equipment, with respect to the Equipment Maintenance Agreement. C. For Software maintenance agreements it includes noti?cation of and ??ee access to Software upgrades as de?ned in the maintenance agreement. 11. EQUIPMENT RETURN POLICY A. ui I mm: in Sh' Upon receipt of shipments, lCustomer must open turd Inspect all boxes immediately for possible freight damage. If damage is forurd, Customer must notify the delivering carrier within 43 hours and request an After notifying the freight carrier, Customer shall contact l-lan'is for further instructions. Equipment shall not be returned without :u't'is? prior authorization. l3. ?Ems Shipped in Eggs; lfthe Equipment Customer receives is not what the Customer ordered, Customer will notify the Hariis responsible for the ful?llment of the Purchase Order. Customer agrees not to discard packing material. Harris will issue a return authorization. C. [Qufoctive Eguiomt. If the Equipment Customer receives is defective. it is covered under the Harris or manufacturer?s standard equipment warranty. Upon discovery of a warranty problem, Customer must contact the l-Iarris for warranty support. Customer agrees not to return the Equipment until a service representative has issued a return authorization. including a Form Customer must ?ll out describing the nature Equipment deli-ct. D. Ollrer Reasons. If Customer needs to return Equipment for other reasons. Customer must contact Harris for a return authorization. Harris? customer service representative will require a clear statement of the reason for the return request. Upon approval of Customer's request, a retun'r authorization will be issued. Customer agrees not to return any Equipment without a return authorization. Equipment being returned is subject to restocking and other charges. CUSTOM MANUFACTURED OR. SPECIAL ORDER ITEMS ARE NOT RETURNABLE. E. Upon Receipt of a [let urn Authorization. Return authorization numbers must appear on each individual package being returned. Customer is responsible for insuring the return For the full iuvnice amount and all shipping costs. Hun-is may re?tse shipments of Equipment returned without return uuthcriratiou numbers. All Equipment being retLu-ned for credit must he rctunrud in a timely manner and in good condition. Harris will inspect all Equipment relented If there is dtunage. wear and tear. or if there are missing components or accessories, Harris may charge Customer for repair/re?trbishment. 12. LIMITED WARRANTY A. Harris warrants the Equipment and Se?Warc ordered hereunder as of the Date of Acceptance to be substantially free defects in material and workmanship. l-lrris? liability under this Limited shall commence on live Date of Acceptance of Ilie individual item of Equipment and Software and tenninale I2 months thereafter. Written notice of any defects shall be given to llarris upon discovery and Harris shall correct such defects by repair or replacement, at its option. without charge, either FOB Harris? plant or service in the ?eld. Harris uses new and recondilioncd parts to satisfy wanauty repairs and replacements under the terms of this warranty. Defective articles shall not be returned to the l-lan'is? factory without the prior written autlrurirsrtion of the Hun'is. Call Him-358.5291 to obtain a Return Material Authorization number. Harris shall have the right of ?nal determination as to the existence and reuse of any claimed defect. Speci?cally excluded from the terms of this Limited Wananty are any defects which occur as a result of: Acts of God. (ii) Physical impact, crash or foreign object damage. Improper maintenance, storage, modi?cation or alteration by the Customer or its Customer. (iv) The Customer?s or its Customer operation of the items delivered under this Agreement with any accessory, equipment or part not speci?cally 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 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 or detrimental exposure or negligence; Defects caused by improper storage, use, installation or maintenance; Note: Harris is not responsible under this provision for defects with respect to items not provided by Harris or its subcontractors. Harris WPG Standard ?l?emrs and Conditions of Sale May 2006 B. For purposes ofI-Iarris? wan-antics for Equipment and Software media, a defect is de?ned as a Iailunc of any unit or component manufactured or supplied by Harris that is not attributable to unauthorized modi?colion or allointion. lack of care in operation. maintenance or handling. The written notice of claim of del?ecl I??lL'i'l include a dcsmiptiun of the defect with detailed which will enable Harris to identify.' Ilic defect and detertnine its probable cause. Components that Customer claims to be defective must be available to Harris for inspection and lost. No defective Equipment or parts are to be returned without ?rst reseiving written authorization and instructions from Harris. Customs clearance for all replacement parts under the wananty or otherwise will be Customer?s sole responsibility. C. 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 MEDIA. 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. D. LIABILITY FOR BREACH OF ANY OR ALL WARRANTIES FOR EQUIPMENT, SOFTWARE MEDIA, SERVICES AND LICENSED HARRIS PROGRAMS IS EXPRESSLY LIMITED TO THE REPAIR1 REPLACEMENT, OR REFUND OF THE PURCHASE PRICE OF SUCH DEFECTIVE EQUIPMENT DR SOFTWARE. LESS A REASONABLE CHARGE FOR USE AND IN NO EVENT WILL HARRIS OR ITS LICENSORS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCUJENTAI., PUNITIVE OR CONSEQUENTIAL DAMAGES BY REASON OF ANY BREACH OF WARRANTY OR DEFECT IN MATERIALS OR WORRMANSHIP. HARRIS WILL NOT BE REQUIRED TO REPAIR, REPLACE, OR REFUND THE PURCHASE PRICE OF EQUIPMENT 0R SOFTWARE WHICH HAVE BEEN TO NEGLECT, ACCIDENT, OR IMPROPER USE, OR WHICH HAVE BEEN ALTERED OTHER THAN BY AUTHORIZED HARRIS PERSONNEL. E. THIS LIMITED WARRANTY CONSTITUTES SOLE AND EXCLUSIVE LIABILITY HEREUNDER AND CUSTOM 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, WRITTEN, EXPRESS, 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 DEA LING, COURSE OF PERFORMANCE, OR CUSTOM OR USAGE OF TRADE. CUSTOMER AGREES THAT NO CIRCUMSTANCE CUSTOMER EXCLUSIVE AND LIMITED REMEDIES TO FAIL IN THEIR ESSENTIAL PURPOSE SHALL INCREASE OR EXTEND ANY HARRIS WARRANTY. THE TOTAL LIABILITY OF HARRIS AND ITS LICENSORS UNDER THIS WARRANTY SHALL IN ANY EVENT BE SUBJECT TO THE LIMITATIONS IN THIS SECTION. 13. REPAIRS To repair any Wireless products after the I2. month wan-anty has expired, call LEGO-3586297 to obtain a Return Material Authorization (.RMA) number and an estimated cost for repair. Repair Puller ~To affect a repair on a Wireless Product. the Equipment andfor Sot'twai'e should be returned to the Harris? factory with a written description oi' the failure mode. Out of warranty repairs?ap ly to any equipment andi'or software whose standard Ifl- month warranty has expired, no maintenance agreement has been purchased and paid or, tindfor any equipment nodr'or software damaged in a manner not covered by the standout! warranty, including any defects which occur as identified under 1 above. Equipment and/or So?waie should not be retin'ned to the Harris" factory without the prior written authorization of the Harris. Call 1?800-358-5297 to obtain a Return Material Authorization (RMA) number. (ii) Support Policy - Harris provides free help desk support throughout the warranty period and maintenance agreement of purchased Wireless Equipment and/or Software. Technical support is available during normal business hours EST, Monday through Friday via the help desk suppoit center at 1-800?3 58-5297. 1 4. SOFTWARE LICENSE A. Subject to full payment of the Purchase Price by Customer, Itaii'is grants to Customer a nontransferablc (except as expressly provided herein), nonexclusive license to use the Software (software. Iliniwnrc, and documentation) in connection with use of the uipment purchased hereunder. The Software furnished with the Equipment shall he of the latest generation available at the time of shipment of Equipment. Harris is under no obligation to supply updates to the Software except where capo-4;st so stated 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 ncloiowledges that Ham's (or its licensor) has valuable property rights in the Software, and the Software will continue to be the sole and exclusiVe of Hon-is or its licensor. Customer will obtain no title to the So?ware. All rights in patents, copyrights and trade secrets in relation to the. So?wot?e s1 tall continue to be vested in Harris or its licensor. Customer shall keep the Software con?dential by affording access to the Software only to those of its employees. agents, or consultants having a need to know and shall have such individuals ngree in writing to the obligations contained herein. In addition, Customer shall employ reasonable measures to prevent any unauthorized use, copying, publishing. reproducing, or disclosing of the Software and shall treat such with not lesser care than its own con?dential infoirnstion. The Software may be used only in conjunction wiui the Equipment purchased hereunder. Customer may not rent, lease, transfer, network. display. or distribute the Software, nor may Customer revels: engineer. disassemble, deunnpilc. modify, alter, translate, or adapt the So?warc or create any derivative thereof, cit cepl where expressly stated in writing. Customer agrees Ihiit a violation of this Agnieinent would cause irrcpaial'ile injury to an'is or ils licensni', and that [Ian-is or its licensor shall be entitled. in addition to any other rights and remedies it may have, at law or in equity, in an injunction enjoining rind Customer from doingr or continuing to do any such not and any other Violations or lhmatened violations of' this Agreement. Fnrdicnnorc. Customer agrees that if Iliuris or its licensor should waive any breach of any provision of this Agreement. it shall nol thereby be deemed to have waived any preceding or succeeding breach of the same or any other prowsicn of this Agreement. If Customer sells or otherwise disposes of Customer-owned media on which any So?ware is ?xed, suoh media must be erased before any sale or disposal Han'is WPG Standard Times and Conditions ofSalc May 2006 15. DISCONTINUED AVAILABILITYILAST TIME BUY Customer acknowledges that Harris hes no rcpl'csenluliun about the continued avoilebilily of the Equipment and Software: listed in the Agreement- Hun-is reserves the n'glrL in its absolute discretion. with or without notice. without incurring any liability to Customer or otherwise. whether in contract or ton. to discontinue manufacturing or selling any ol'llre Equipment nod Software listed in the Agreement at anytime or from time to time. i-lnrris may within its disorction provide Customer with an opportunity to purchase such quantities of the Equipment or So?wure us Customer estimates it may need (?lost time buy") within thirty (Bill days of notice. Cutter-reefs lest lime buy rights ore limited to pmducls available in l~larris' inventory til the time of Customer?s request. Harris will provide warranty services and make spun: parts available to Customer for a period ofnnc your after notice by l-lnrris to f'ustomer Ihut the Equipment! has been discontinued or for a period of ninety {90} days after notice to t'fustomer that the Software has lit-en discontinued. 16. INTELLECTUAL PROPERTY INDEMNIFICATION In the event any Equipment to be furnished under this Agreement is not to be made in accordance with drawings. samples or spooi?cutions designated by Customer. but rather is the design of l-Inrris. Harris agrees that it shall. at its own expense end at its option. defend 01' sell it? our claim. suit. or proceeding brought against Customer or any customer of Customer. bescd on an allegation that the Equipment furnished under this constitutes a direct or a contributory infringement of any claim of may United State; potent. mash work. copyright or any other intellectunl property right. This obligation shall be effective only if Customer shall have made all payments then due and is notified of said allegation in writing and given authority. information. and assistance for the settlement or defense of said claim. suit, or proceeding. shall pay all damages and costs assessed in such suitor proceedings. In the event ofa final adjudication by a court of competent jurisdiction that its Equipment or any part [hereof infringes or violates any third party intellectutrl property right or if the use or sale thereofis enjoined. or if the provisions of soy negotiated settlement Agreement prohibit the use of the product, l-Iarris shall at its sole option and its own either: (3) Fresno: for Customer the right to continue using the Equipment; or [bi Replace it with a substantially equivalent non-infringing equipment; or Modin it so it becomes non-infringing but substantially equivalent; or If none of the above is reasonably available, terminate the Customer?s right to use the Equipment and return to the Customer proran portion of the price originally paid by Customer to Harris represcnted by the remaining useful life ol'the Equipment as [telnentagc of the toth useful life. The foregoing indemnity does not apply to the lbllowing: lnli-ingement by a combination of Equipment furnished under this Agreement with other equipment not furnished hereunder unless item's is contriirutory infringcr; Infringement resulting from changes or modi?cations made to or ?'oni the Equipment by the Customer; Any ofa clnim. suit. or proceeding made without lian'is? written consent: and. Any Equipment to be furnished under this Agreement which is to be delivered to the United States The foregoing states the entire liebilit of Harris with respect to infringement or violation of third party intellectual property rights in connection with Equipment furnished under this Agreement. (II) In the event any Equipment to be fttmished tutder 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 agrees to defend. indemnify and hold Harris harmless to the same extent and subject to the same requirements as set forth in llarris? indemni?cation of Customer its set forth in (I) above. 17. TECHNICAL DATA AND INVENTION A. Unless speci?cally agreed to by l-Iart'is and identi?ed and priced in the Agreement as item or items to he delivered by Ham's (and in event. ex cept so identi?ed nod priced}, the sale of Equipment. Software and Services under the Agreement combo: on Customer no right in. license under. access to. or entitlement of any kind to any of l-lorris' technical data including. but not limited to design. process technology. and drawings. or to any of Han-is? inventions [whether or not 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 creepeotivc 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. fumishcd 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 shall not violate Harris? copyright of documents or Software or without Harris? written permission disclose Harris? con?dential or proprietary data to others. 18. EXCUSABLE DELAY A. Harris will be excused from under the Agreement and not be liable to Customer for delay in performance attributable in whole or in port to any cause beyond its reasonable control. including. but not limited to, actions or innctions 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 ltun?is? suppliers or subcontractors, transportation dif?culties. shortuge of energy. materials. labor or equipment. accident. fire. ?ood. storm or other set of I'l?itllt'. Customer?s limit or negligence or where compliance with any applicable environmental law or reguch ion by Hanis is not reasonably technologically or economically feasible. or would otherwise require Harris to change its manufacturing process. B. In the event of on cxeuseblc delay. IIurris will make reasonable efforts to notify Customer of the nature and extent of such delay and (1) Harris will be to a schedule on extension on at least it dnwanr-duy 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. 19. EXPORT AND RIG-EXPORT RESTRICTIONS Customer acknowledges that the Equipment and So?wcre 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 ire?export the Equipment or Softwruc. technology. or products nmnufucturcd from the technology that are the subject of the Agreement in violation of the export control laws ol' the United States or Cris-Leda. Customer shall defend. indemnify and hold harmless from and against any loss. damage. or liability arising out of Customer's failure to comply with this Section. The Customer shall supply to the Harris on a timely basis all necessary information iLl'Itl documentation requested by Harris in order to permit the Harris to export the Equipment. Soilwnre Services with respect to any Purchase Order issued by the Customer hereunder. in accordance with the terms oflhis Agreement. Harris WPG Standard Terms and Conditions 0 l' Sale May 2006 20. COMPLIANCE WITH WASTE RECYCLING LAWS (?ustorncr acknowledges and agree; that the supply of the Equipment by Harris to the Customer. and the resale or rc?supply of the Equipment by the Customer. may give rise to obligations for Harris and the Customer under the Environmental Lan as hereina?er delioed. The Customer shall be responsible for the collection. recycling. reuse and disposal of the Equipment in compliance with the Environmental Laws. "Environmental lows" means any law or regulation in any jurisdiction worldwide applicable to the Agreement and II1CSE terms and includes but it is not limited to the recycling or of Waste equipment including the laws implementing the Directive as dclined hereinafter. Directive" means the EU Directive on Waste Eleolrical Equipment and shall include any and all national laws and regulations, whether civil. criminal. administrative. in any jurisdiction giving effect to that meaning including. but limited to. statues ancl subordinate legislation. ordinances common law. local laws. judgments. and any notices. orders. directions. instructions or decisions of any competent authority. Han?is may for services. paid for by Customer. to recycle or dispose of Harris nranutacturud pmducts in compliance with the Environmental Laws. The Customer shall indemnin and hold tori-r and each of its af?liates harmless against all expenses. costs. claims. liabilities or damage of any nature iocmcd by any of them relating to the collection. recycling. rotors 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 shall provide I-lnr'ris with such compliance. plans or other documents and informatiui't llanl? mili' reasonably request to enable Han-is and its affiliates to verify and prove to any enforcement agency the compliance by the Customer and I'lalt'is of their respective obligations under this Section and the Environmental Laws. 21. LIMITATION OF LIABILITY CUSTOMER IS NOTIFIED UNDER NU CIRCUMSTANCES SIIALI. HARRIS BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL. PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY PARTY. INCLUDING THIRD PARTIES. EVEN IF SUCH DAMAGES ARE FORESEEABLII. 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. LIMITATION SHALL TO ANY CIAIM DR CAUSE OF ACTION IN CONTRACT OR TORT (INCLUDING NEGLIGENCE. STRICT LIABILITY OR BREACH OF IN NO EVENT SHALL LIABILITY TO CUSTOM ER 0R Abl?lrJr PARTY CLA-IMING THROUGH CUSTOMER EXCEED THE ACTUAL PURCHASE PRICE PAID BY CUSTOM ER FOR ANY EQUIPMENT. SOFT WARE GR SERWCES SUPPLIED HEREUNDER. THIS SECTION SHALL SURVIVE (JR EXPIRATION OF THIS EMT. CUSTOMER AGREES TO INDEMNIIW HARRIS AGAINST ALL LOSS OR LIABILITY FROM CLAIMS Rh" CUSTOMER OR A THIRD PARTY ARISING OUT OF UR REIATING TD INSTALLATION. OPERATION. OR USE OF THE EQUIPMENT OR SOFTWARE. 22. APPLICABLE LAW, VENUE, AND JURISDICTION The Agreement. and any disputes related thereto. shall be governed lay and interpreted in accordance with the laws of the State of Florida. USA. regardless of any con?ict of law principles requiring the application of any other law. The parties speci?cally exclude the application oithc United Nations Convention on Contracts for the Sale of Goods to the Agreement. to the contractual relationship created under the Agreeman and to the comtruclion. validity. enforceman and interpretation of the Agr'ecmenL The parties agree that the exclusive venue for any action arising out of or related to the Agreement shall he in the courts with the appropriate jurisdiction located in Brevard County. Florida. and each party irrevocably submits to the jurisdiction of each such com-t in any such action and waive; 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 Agrcemcnl shall 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. TD WAWE ALL RIGHTS TO A TRIAL BY JURY OF ANY ACTION RELATING TO THE DISPUTE OR INTERPRETATION OF THE AGREEMENT. WHETHER SUUNDING IN CONTRACT. TORT. OR OTHERWISE. THE PARTIES SPECIFICALLY ACKNOWLEDGE WAIVER IS MADE KNDWINGLY AND AFTER AN ADEQUATE OPPORTUNITY TO NEGOTIATE ITS TERMS AND THAT SUCH WAIVER IS MATERIAL FOR THE SA LE AND PURCHASE CONT HEREBY. 24. ASSUMPTION OF RISK Each party hereto acknowledges the risks of its undertakings hereunder. the of the bene?ts and obligations hereunder, and (0) its assumption of such risks and uncertainty. Each party has conducted its own due diligence and requested and rev iewcd any contracts. business plans. ?nancial documents and other written material as in such party's opinion shall be the basis of that party ?5 decision to enter into the Agreement. 25. RELIANCE ON COUNSEL AND OTHER ADVISORS Each party has consulted such legal. ?nancial. technical or other experts it deems necessary or desirable before entering into the Agreement. Each party represenb and warrants that it has read, knows, understands and agrees with the terms of the Agreement, and the Agreement shall not be construed against either party as the drafter. 2.6. COMPLIANCE WITH APPLICABLE LAWS Customer warrants that Customer shall comply with any and all applicable US federal and state laws, and shall operate in good faith to comply with other laws and regulations and industry best practices, applicable to such party?s performance hereunder, and shall act to correct any noncompliance once identi?ed. 27. EN ERAL PROVISIONS A. Publicity. Neither party will. without the prior written consent of the other party: make any news release. con?mration of this Agreement or its subject matter. or in any manner advertise or publish the fact of this Agreement. public announcement, denial or B. Default. If Customer defaults in any of Customer?s obligations hereunder, including. but not limiting to failure to pay all sums when due, Customer 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, attomey fees, court costs, etc. Harris Standard 'l'enns and Conditions oISalc May 2006 this Agreement, voluntarily or involuntarily. whether by merger, consolidation, C. Assiggment. Customer shall not assign any of its rights under signment of rights in violation of this Section is null and void. dissolution, operation of law or any other manner. Any purported as D. 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, o?r unenforceability, be severed, but without in any way affecting the remainder of such provision or any other provision contained herein, all of which shall continue in full force and effect. E. No Waiver. Waiver or failure by Ham's 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. Notices. All notices must he in writing and will he el?t'eetivc when by personal delivery. registered, certi?ed. or nationally tmognlred overnight mail. proof of receipt requested. and facsimile. il'cnnlinned within three business days by one ofthe other methods herein, at the addresses or facsimile numbers indicated or to such other addresses or facsimile numbers as the parties rny specify by giving notice puntuanl hereto. A copy of all notices must he sent to Harris Corporation, PO Box MS: IA, Melbourne, FL 32.902 Attention: Contracts Manager. G. English Language; The Patties con?rm that it is their wish that this Agreement, as well as any other documents relating hereto including notices, have been and shall be draWn up in English only. H. GSA: All purchase orders under GSA Schedule are subject to the GSA Terms and Conditions which will supersede all other 'l?erms and Conditions provided. 28. CLAUSES INCORPORATED BY REFERENCE The li'illuwing Fed'al Acquisition Regulationsi?efense Federal Acquisition Supplement clauses are incorporated herein by reference. to the extent these clauses are applicable. with the same force and effect as if they are included in full text: 52.2 I 9-3 Utilization of Small Business Concerns. 52.222- 26 Equal Opportunity, 52222?35 Equal Opportunity {hr Special Disabled Veterans and Veterans of the Vietnam Era and other eligible Veterans, 52.222-3t1 Af?rmative Action for Workers With Disabilities, 52122-39 Noti?cation of Employees Rights Concerning Payment of Union Dues or Fees, 52.241154 Preference For Privately Owned 1.1.5. Flag Commercial Vessels. 152225-7014 Preference for Domestic Specialty Metals. Alternate l. Transportation oF Supplies by Sea. and Noti?cation of Transportation of Supplies by Sea. 29. ENTIRE AGREEMENT The Agreement supersedes all previous proposals, negotiations, conversations, and understandings, whether oral or written, and constitutes the sole and entire agreement buttreen the parties putailring 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 WPG Standard Terms and Conditions ol'Sale May 2006 (2:3I1'f i Job number Date To Number of pages Start tlme End time Pages sent Status Job number mation Report-?Memory Send Page 001 Date Time: Line 1 +3127456867 Machine ID ORGANIZED CRIME ADMIN 799 Mar-09 09:07 2357278 008 Mar-09 09:07 Mar-09 09:11 003 OK :799 ?uid: SEND SUCCESSFUL inane: 0F INVESTIGATIVE SERVICES ORGAN IZED TO: FROM: SUBJECT: IL 1: upgr I - APPROVED M543 Nicholas J- Roti Deputy Chief 1a.: and Sting Ray an The total r435: of?ng: upg $3 I 0.000.00 and would not pan-Earn} any 111:: 2 Z. 12 February 2009 0 ?rs/Hr CRIME DIV ISION 1?1 Nicholas J- Rani Deputy Chief lg; Organized Cril?ne Division Brian Daly 1:11: icutenanl; Organized Crime Division James R- Washbum Sergeant Organized Crime Division 1505 Fund purchasn: request Suing?Ray upgrade is rcquc-s?ng 13.11 upgrade of the. Sting .EDOJZIICL A new unit on I upgraded unit- rad-=5 an rue-w :q - . re- than ?1:3 mtives "From I-I - oration travz-led to Chica 1t: c2211: Ing - James R- Washburn Sergeant Organized Crime Division Organ ized Crime Division Brown; Chief Organized Crime Division BUREAU OF INVESTIGATIVE SERVICES ORGANIZED CRIME DIVISION Subject: Reference: Condition Prior to Payment of an Invoice (For Internal Control Procedure) Tracking of Drug Funds Expenditures The Unit that initiated the purchase (goods and/or services) should write the following statements within the original invoice to be paid or in a report requesting settlement of an invoice: ALL DESCRIBED ABOVE 1. 2. INVO9PAYMENT Received in good useable condition, and The required CPD?Inventory number/s (on non- consumption item/s valued at $100.00 and above was/were: - tagged and registered with the Equipment and Supplies Inventory Control Section or - requested from the Equipment and Supplies by providing copies of the purchase documents or identi?ed by serial number/ s? for covert devices (list furnished OCD-Administration). Tracking of devices/s will be monitored by both TechLab and OCD-Administration. Select one from the three - options. 08/25/09 0-3: War biam??13g1,du. 0 0 0 b?L. a: C: r- (3 an, 115.3 1 Wk '001 cos?r 301000?009 ?1090=G?o '1 125000?00#+ 00* ORGANIZED CRIME DIVISION 6 November 2009 Technical Services Group TO: Ernest T. Brown Chief Organized Crime Division ATTN: Brian Daly Lieutenant Organized Crime Division FROM: James R. Washburn Sergeant Organized Crime Division SUBJECT: 1505 Fund Payment Harris Upgrade Payment Inv# INV6799-02239 Attached to this report is an Invoice from Harris Corporation of Melbourne FL. for the purchase and upgrade of the Stingray Equipment currently being utilized by the Tech Lab. The approval letter for this equipment is also attached. The upgrade to Stingray II and the additional equipment required to operate the upgrade are itemized ii the ttached invoice. This equipment is utilized by Tech Lab personne It is utilized he total invoice amount is . for the Amber Jack Upgrade (Ser# 3049). This is (1) of the back ordered items from the original invoice. is requested that it paid for by 1505 funds an APPROVED: I Nicholas J. ti Deputy Chief Organized Crime Division r? ErneSt T. Er Chief Organized Crime Division a: I: 4:22 '31: I31 Please Remit Payments: Involce Harris Corporation. GCSD Date 1011312009 Citibank Delaware Page: 1 PO. Box 7247 - LB 6759 Philadelphia. PA 19170-6759 USA Account No: 30523187 - ABA No: 021000089 TIN: 340276860 Bill To: Ship To: Chicago Police Department James Washburn SGT James Washburn 3340 W. Fillmore Ave Chicago Police Dept iames,washburn@chicagopolice. 3340 W. Fillmore Ave org Chicago lL 60624 Chicago IL 60624 15457 CPB-C WP53 BEST WAY Net 30 6I8l2009 0R06779-01271 BID 1% Mn Discount Unit Ext. Price 1 1 AmberJack-X or to AmberJack-W Upgrat $18.000.00 $18,000.00 3049 Serial Number TWI ms?lm?u mom, Subtotal 513000.00 HARRIS CORP - WIRELESS PRODUCTS GROUP ?aw? .p . PO. BOX 9800. MIS R5-11A 5030 MELBOURNE. FL 32902-9800 might $0.00 PH: 800-358-5297. FAX: Tradeibiscomt $0.00 Purchase Price $18,000.00 I . *7 WW 0 BUREAU OF INVESTIGATIVE SERVICES l2 February 2009 ORGANIZED CRIME DIVISION Irll?ll TO: Nicholas J. Roti 't'zt' Deputy Chief Organized Crime Division 5:3. ATTN: Brian Daly Lieutenant Organized Crime Division James R. Washburn Sergeant Organized Crime Division SUBJECT: .1505 Fund purchase request Sting?Ray ll upgrade A ime the R/Sgt. is requesting an upgrade of the Sting-Ray ui ament used for Stin Ra II. This uiament is utilized I -arr s orpO' - n- L, for ifiers lus the rebuildin' of the current Attac 16 to report a quoe r01 -- - -- - - antennae and Sting Ray unit. he total cost of the upgrades and new equipment Is . I HII new uni' wou - $3l0.000.00 and would not perform any more effectively than the upgraded unit. Representatives from Harris Cororation traveled to Chicago with a new Sting Ray II unit for ur oses in December of 2008. Since this unit is utilized is requested that this be considered a one time purchase from the .1505 and tuna. 1? . APPROVED: R0 - James R. Washburn Nicholas J. Roti Sergeant Deputy Chief Organized Crime Division Organized Crime Division ?aw-J Ernest T. Brown Chief Organized Crime Division Quote QTE6779-01929 Date 12/22/2008 Page: 1 Quotation Bill To: Ship To: Chicago Police Department Sgt. Jim Washburn Sgt. Jim Washburn james.washburn@ james.washburn@ chicagopoliceorg chicagopoliceorg 312-746-7922 312-746-7922 Purchase Order No. Customer lD Salesperson ID Shipping Method Payment Terms Req Ship Date Master No. WPGZ Net 30 0/0/0000 2,416 Quantity Item NUmber Description UOM Discount Unit Price Ext. Price 1 STINGRAY ll - UP StingRay ll - Upgrade EA $65,000.00 $65,000.00 1 STINGRAY StingRay ll Software Package EA $22,000.00 $22,000.00 1 IDEN 800 Single Band 800 EA $14,000.00 $14,000.00 1 DUAL-BAND I Dual-Band CONUS 850/1900 EA $17,500.00 $17,500.00 1 2100 Single Band 2100 EA $16,000.00 $16,000.00 1 AmberJack-X or to AmberJack?W Upgrade (WideB EA $18,000.00 $18,000.00 1 SPURDOG Handheld Passive DF Tool EA $12,000.00 $12,000.00 NOTE $0.00 Delivery will be 120 days ARO unless otherwise stated. Please see attacheh Terms and Conditions. Subtotal $164,500.00 HARRIS CORP - WIRELESS PRODUCTS GROUP Approved By; ?.155 $0.00 PO. BOX 9800, M18 R5-11A Tax $0.00 MELBOURNE, FL 32902?9800 Freight $0.00 PH: 800-358-5297, FAX: Trade Discount.- $030 Purchase Price ?64-50000 RIS Corporation Government Communication Systems Division Terms and Conditions of Sale For Wireless Equipment, Software and Services DEFINITIONS In addition to the tenns de?ned elsewhere the following terms used herein have the following meanings: A. "Agreement" means the instrument of contracting; such as a Ptuchase Order, or other such designation which these terms and conditions of sale for Wireless Equipment, Software and Services are incorporated, all as acknowledged by Harris on its standard acknowledgement form; B. uCustomer" means the purchaser of Equipment, So itware, or Services from Ham's; 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 hardware, including components, and excludes any Software or Services; E. ?Harris? means Harris Corporation, acting through its Government Communications Systems Division; F. ?Maintenance Agreement" means a separate agreement for maintenance of the items procured hereunder; such services are not included in this Agreement G. ?Purchase Order? means the Customer's purchase order as acknowledged by Harris on its standard acknowledgement form; l-l. ?Purchase Price? means the purchase price as identi?ed in the Purchase Order; I. ?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 speci?cations, scope of work, schedule, the Agreement and any maintenance agreement speci?cally included in the purchase price; J. "Services" means, training, maintenance support, or other services to be provided to Customer as part of the Agreement; K. "50 ftware" means software and firmware, including all copies provided to Customer. 2. PROPOSALIQUOTE VALIDITY Pricos quoted are binding upon Harris for30 clays the date of Quote. At expiration, Harris reserves the right to adjust its prices or extend the validity period. 3. ACCEPTANCE MODIFICATION OF TERMS. This Agreement constitutes Customer?s acceptance of Harris1 offer and such acceptance is expressly made conditional on Customer's assent to the terms and conditions contained in this Agreement. The Agreement will be deemed accepted by Customer up0n the ?rst to occur Customer?s issuance of the Purchase 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 way differs from or adds to the Agreement, irrespective of whether or not Harris seasonabl objects thereto, will be binding upon Harris unless such different or additional terms are incorporated into a writing signed by both Harris and Customer, making express reference to the Agreement. 4. TAXES All prices are exclusive of all sales, use, excise, and other taxes, duties, or charges. Unless evidence of tax exempt status is provided by Customer, Customer will pay, or upon receipt of invoice from Harris, will reimburse Harris within a reasonable time after receipt of noti?cation for, all such taxes or charges levied or imposed on Customer, or required to be collected by l-lan'is as a result of this transaction or any part thereof. 5. CHANGESICANCELLATION Except as otherwise provided herein, change and/or cancellation of a Purchase Order in whole or in part by Customer will be effective only with specific written approval of Harris and may be subject to I-Ian'is' reasonable change and/or cancellation charges. 6. ELIV ERY Harris shall have the right to make, and Customer agrees to accept, shipments in more than one lot, and payment for each lot shall be due accordingly. 7 FREIGHT CHARGES AND TRANSPORTATION INSURANCE Unless otherwise stated in the Agreement, all prices and tenns are F.O.B. Destination and are inclusive of freight charges. 8. TITLE AND RISK OF LOSS Title to and risk ofloss for Equipment and Software media sold under the Agreement shall pass to Customer at the F.O.B. Destination Harris WPG Slzurdard Terms and Conditions May 2006 9. PAYM ENT TERM A. Payment for an invoice is due within thirty (30) days item the date of the invoice. Late payment shall be accrued interest at either the lower of one and half percent per month or the highest rate allowed by law, to the outstanding balance due. Domestic Purchase Ordeis (not including Maintenanco Agreements) are for shipments of Equipment, So?ware 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 identi?ed in the Purchase Orders. (ii) Domestic Purchase Orders for Maintenance Agreements require full payment of the Purchase Price prior to the start of the term of the Maintenance Agreement or Harris' obligation to perform. International Purchase Orders are for shipments of Equipment. Software and/or Services to be performed outside the continental United States and Canada. Harris will submit an invoice after it has receipt of an approved export license; Harris will not ship any Equipment, Software nor perform any Services under the Purchase Order until it receives full payment of the Purchase Price ofthe Purchase Order. 10. ANN UAL. AINTENANCE AGREEM Upon expiration of warranty period, Customer can execute a separate maintenance agreement with I-Iarris for Equipment and/o Software. Such maintenance agreements are available for a percentage of the original Purchase Prrces of the Equrprnent and/or Software. Annual maintenance agreements include: A. B. C. Customer telephone support during normal business hours (Monday through Friday, Eastern Standard Time). Additional twelve (12) month warranty on Equipment, with respect to the Equipment Maintenance Agreement. For Software maintenance agreements it includes noti?cation of and free access to Software upgrades as defined in the maintenance agreement. 11. EQUIPMENT RETURN POLICY A. Equipment Damaged in Shipment. Upon receipt of shipments, Customer must open and inspect all boxes immediately for possible freight damage. if damage is found, Customer must notify the delivering carrier within 48 hours and request an inspection. After notifying the Freight carrier, Customer shall contact Harris for further instructions. Damaged Equipment shall not be returned without Harris? prior authorization. Items Shipped in 'En?or. If the Equipment Customer receives is not what the Customer ordered, Customer will notify the Harris responsible for the ful?llment ofthe Purchase Order. Customer agrees not to discard packing material. Harris will issue a return authorization. Defective Eguipn?rent. If the Equipment Customer receives is defective, it is covered under the Harris or manufacturer?s standard equipment wan'anty. Upon discovery of a warranty problem. Customer must contact the Harris for warranty support. Customer agrees not to return the Equipment until a service representative .has issued a return authorization, including a form Customer must fill out describing the nature ofthe Equipment defect. Other Reasons. ll? Customer needs to return Equipment For other reasons, Customer must contact Harris for a return authorization. I-Iarris' customer service representative will require a clear statement of the reason for the return request. Upon approval of Customer?s request, a return authorization will be issued. Customer agrees not to return any Equipment without a return authorization. Equipment being returned is Subject to restocking and other charges. CUSTOM MANUFACTURED OR SPECIAL ORDER ITEMS ARE NOT RETURNAB LE. Upon Receipt of a Return Authorization. Return authorization numbers must appear on each individual package being returned. Customer is responsible for insuring the retum for the full invoice amount and all shipping costs. Harris may refuse shipments of Equipment returned without rctum authorization numbers. All Equipment being returned for credit must be returned in a timely manner and in good condition. Harris will inspect all Equipment returned. If there is damage, wear and tear, or if there are missing components or accessories, I-Iarris may charge Customer for repair/refurbishment. .12. 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. Han?is' liability under this Limited Warranty shall commence on the Dale of Acceptance of the individual item of Equipment and Software and terminate 12 months thereafter. Written notice of any defects shall be given to Harris upon discovery and Harris shall correct such defects by repair or replacement, at its option, without charge, either FOB I-Iarris? plant or service in the ?eld. Harris uses new and reconditioned parts to satisfy warranty repairs and replacements under the terms of this warranty. Defective articles shall not be returned to the Harris' factory without the prior written authorization of the Harris. Call 1-800-358-5297 to obtain a Return Material Authorization (RM A) number. Harris shall have the right of ?nal determination as to the existence and cause of any claimed defect. Speci?cally excluded from the terms of this Limited Warranty are any defects which occur as a result of: Acts of God. (ii) Physical impact. crash or foreign object damage. (iv) Improper maintenance, storage, modification or alteration by the Customer or its Customer. The Customer?s or its Customer operation of the items delivered under this Agreement with any accessory, equipment or part not speci?cally approved by the Harris unless the Customer furnishes clear and convincing evidence that such accessory, equment, or part was not a cause of the defect . Normal wear and tear. (The Customer recogni'zes that certain parts have a limited service life and will wear out through normal use). (vi) Equipment or Software subjected to misnsc exposure or negligence; Defects caused by improper storage, use, installation or maintenance; Note: Harris is not responsible under this provision for defects with respect to items notprovided by Harris or its subcontractors. Harris WPG Standard Terms and Conditions oiSaJc May 2006 B. 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 alteration. lack of care in operation, maintenance or handling. The written notice ofclaim of defect must include a description ofthe defect with detailed infonnation, which will enable Harris to identify the defect and determine its probable cause. Components that Customer claims to be defective must be available to Harris for inspection and test. No defective Equipment or parts are to be returned without ?rst receiving written authorization and instructions from Harris. Customs clearance for all replacement parts under the warranty or otherwise will be Customer?s sole responsibility. C. 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 MEDIA. NO PERSON IS AUTHORIZED TO GIVE ANY OTHER WARRANTIES OR TO ASSUME ANY OTHER LIABILITIES ON HA BEHALF, UN LESS MADE OR ASSUMED IN WRITING BY A DULY AUTHORIZED REPRESENTATIVE OF HARRIS. D. LIABILITY FOR BREACH OF ANY OR ALL WARRANTIES FOR EQUIPMENT, SOFTWARE MEDIA, 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 AND 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. E. THIS LIMITED WARRANTY CONSTITUTES SOLE AND EXCLUSIVE LIABILITY EREUNDER AND CUSTOM 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, WRITTEN, EXPRESS, 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 SHALL INCREASE OR EXTEND ANY HARRIS WARRANTY. THE TOTAL LIABILITY OF HARRIS AND ITS LICENSORS UNDER THIS WARRANTY SHALL IN ANY EVENT BE SUBJECT TO THE LIMITATIONS IN THIS SECTION. 13. REPAIRS To repair any Wireless products after the l2 month warranty has expired, call 1-800-358?5297 to obtain a Return Material Authorization (RMA) number and an estimated cost for repair. 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 and/or so?ware whose standard 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 I above. Equipment and/or Software should not be retturred to the Harris' factory without the prior written authorization of the Harris. Call 1-800-358-5297 to obtain a Return Material Authorization (RMA) number. (ii) Support Policy Harris provides free help desk support throughout the warranty period and maintenance agreement of purchased Wireless Equipment and/or Software. Technical support is available during normal business hours EST, Monday through Friday via the help desk support center at 1-800?358-5297. 1 4. SO FTWARE LICENS A. Subject to full payment of the Purchase Price by Customer, Harris grants to Customer a (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 So?warc furnished with the Equipment shall be of the latest generation available at the time of shipment of the Equipment. Harris is under no obligation to supply updates to the So thare except where 50 stated 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 Iicensor) has valuable property rights in the Software, and the Soi?rware will continue to be the sole and exclusive property of Harris or its Iicensor. Customer will obtain no title to the Software. All rights in patents, copyrights and trade secrets in relation to the Software shall continue to be vested in Han-is or its Iicensor. Customer shall keep the Software con?dential by affording access to the Software only to those of its employees, agents, or consultants having a need to know and shall have such individuals agree in writing to the obligations contained herein. In addition, Customer shall employ reasonable measures to prevent any unauthorized use, copying, publishing, reproducing, or disclosing of the Software anti shall treat such with not lesser care than its own con?dential information. 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, modrfy, alter, translate, or adapt the Software or create any derivative thereof, except where expressly stated in writrn g. Customer agrees that a violation of this Agreement would cause irreparable injury to Hams or its Iicensor, and that Harris or its licensor shall be entitled, in addition to any other rigth and remedies it may have, at law or in equity, to an injunction cnioining and restraining Customer doing or continuing to do any suoh act and any other violations or violations of Ih is Agreement. Customer agrees that iI' Harris or its should waive any breach of any provision of this Agreement, it shall nor 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 Customer-owned media on which any Software is ?xed, such media must be erased before any sale or disposal Harris Standard Terms and Conditions ofSaIe May 2006 15. DISCONTINUED TIME BUY Customer acknowledges that Harris has made no representation about the continued availability of the Equipment and Software listed in the Agreement. Harris reserves the right, in its absolute discretion, with or without notice. without incurring any liability to Customer or otherwise. whether in contract or tort. to discontinue manufacturing or selling any of the Equipment Software listed in the Agreement at any time or from time to time. Harris may within its discretion provide Customer with an opportunity to purchase such quantities of the Equipment or Software as Customer estimates it may need (?last time buynl Willi-l" (30} dilJ?S ?r ?Whit: last 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 (I) year after notice by Harris to Customer that the Equipment has been discontinued or for a period of ninety {90) days after notice to Customer that the Software has been discontinued. l6. INTELLECTUAL PROPERTY INDEMNIFICATION it} In the event any Equipment to be Iiu'nislied 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 ofl-larn's. Harris agrees that it shall. at its owa expense and at its option. defend or settle any Claim. Suit. or proceeding brought against Customer or any customer ofCitslomer. based on an allegation that the Equipment furnished under this Agreement constitutes a direct or a contributory infringement ofany claim ofany United States patent. mask work, copyright or any other intellectual property right. This obligation shall be effective only shall have made all payments then due and if! lands is notified oisaid allegation in writing and given authority. in formation1 and assistance for the settlement or defense ofaaid claim. suit. or proceeding. Ilrit'ris shall pay all damages and costs assessed in such suit or proceedings. In the event ofa ?nal adjudication by a euurt of that its Equipment or any part thereof infringes or violates any third party intellectual property right or if the use or salethetool'is enjoined. or if the provisions of any negotiated settlement Agreeman prohibit the use ofthe product, Harris shall at its sole Option and its own expense. either: l?rccure l?tu-Custorncr the right to continue using the Equipment; or Replace it witha substantially equivalentnon-inftinging equipment; or Modify it so it becomes non~infringing hulsulmtantially equivalent: or-td) If none of the above is reasonably available, terminate the Customer's right to use the Equipment and return to the Customer a pro-rota portion of the price- originally paid by Customer to Harris represented by the remaining useful ofthe Equipment as a percentage of the total useful life. The foregoing indemnity does not apply to the following: l) Infringement by a Combination of Equipment furnished under this Agreement with other equipment not lirrnished hereunder unless Harris is a contributory inl'r?ingcr; (2) Infringement resulting from changes or modifications made to or from the Equipment by the Customer; (3) Any settlements of a claim. suit. or proceeding made without I-Iarris? written consent; and, (4) Any Equipment to be Furnished under this Agreement which is to be delivered to the United States Government, The foregoing states the entire liability of Han'is with respect to in?'ingement or violation of third party intellectual property rights in connection with Equipment furnished under this Agreement. (It) 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 agrees to defend, indemnify and hold Harris harmless to the same extent and subject to the same requirements as set forth in l-larris? indemni?cation ofCustomer as set forth in above. 17. TECHNICAL DATA AND INVENTION A. Unless speci?cally agreed to by Harris and identified and priced in the Agreement as a separate item or items to be-delivared by Harris (and in that event. except so identi?ed and priced), 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 l-Iarris? 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 Han-is 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 l-larris' 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 shall not violate l-Iarris? copyright of documents or So?ware or without Harris? written permission disclose Harris? con?dential or proprietary data to others. 18. EXCUSABLE DELAY A. Harris will be excused from performance under the Agreement and not be liable to Customer for delay in perfonnance 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 ten'orism, labor di??iculties, failure or delay in delivery by Harris? suppliers or subcontractors, transportation dif?culties, shortage of energy. materials, labor or equipment, accident, ?re. flood, slortn 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 reasonable efforts to notify Customer of the nature and extent of 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. 19. EXPORT AND RESTRICTIONS 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-ex port the Equipment or So?ware. technology, 0r 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 shall defend. indemnify and hold Harris harmless from and against any loss, damage, or liability arising out of Customer?s failure to comply with this Section. The Customer shall supply to the l-lan'is 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 WPG Terms and Conditions ol'Sale May 2006 20. COM PLIANCE WITH WASTE RECYCLING LAWS Customer acknowledges and agrees that the supply ofthe Equipment by Harris to the Customer, and the resale or re?supply ofthe Equipment by the Customer, may give rise to obligations for Han'is and the Customer under the Environmental Laws as hereina?er de?ned. The Customer shall be responsible for the collection, recycling, reuse and disposal of the Equipment in compliance with the Environmental Laws. "Environmental Laws" means any law or regulation in any jurisdiction worldwide applicable to the Agreement and these terms and includes but it is not limited to the recycling or treatment of waste equipment including the laws implementing the Directive as de?ned hereina?er. Directive? means the EU Directive on Waste Electrical Equipment and shall include any and all national laws and regulations, whether civil, criminal, administrative, in anyjurisdiction 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 shall indemnify and hold HaJris and each ofils af?liates hannless against all expenses, costs, claims, liabilities or damage of any nature incurred by any of them relating to the collection, recycling, reuse and dispOSaI of any Equipment or otherwise arising in connection with their respectiva 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 shall provide Han-is 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 compliance by the Customer and Harris of their respective obligations under this Section and the Environmental Laws. 21. LIMITATION OF LIABILITY CUSTOMER IS EXPRESSLY NOTIFIED THAT UNDER NO CIRCUMSTANCES SHALL HARRIS BE LIABLE FOR (A) ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY PARTY, INCLUDING THIRD PARTIES, 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 SHALL APPLY TO ANY CLAIM OR CAUSE OF ACTION WHETHER IN CONTRACT OR TORT (INCLUDING NEGLIGENCE, STRICT LIABILITY OR BREACH OF WARRANTY). IN NO EVENT SHALL LIABILITY TO CUSTOMER OR ANY PARTY CLAIMING THROUGH CUSTOMER EXCEED THE ACTUAL PURCHASE PRICE PAID BY CUSTOM ER FOR ANY EQUIPMENT, OR SERVICES SUPPLIED I-IEREUNDER. THIS SECTION SHALL SURVIVE THE TERM OR EXPIRATION OF THIS AGREEMENT. CUSTOM ER AGREES TO INDEMNIFY 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, shall be governed by and interpreted in accordance with the laws of the State of Florida, USA, regardless of any con?ict oflaw principles requiring the application of any other law. The patties speci?cally exclude the application of the United Nations Convention on Contracts for the lntemational 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 shall be in the courts with the appropriatejurisdiction located in Bievard County, Florida, and each party irrevocably submits to thcjurisdiction of each such court in any such action and waives any objection it may now or herea?er 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 shall be entitled to recover its reasonable attorneys fees incLured in pursuing the action, including those fees incurred throughout all bankruptcy and appellate proceedings. 23. JURY WAIV ER CUSTOM ER 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 SPECIFICALLY ACKNOWLEDGE THAT THIS WAIVER IS MADE KNOWING LY AND VOLUNTARI LY AFTER AN ADEQUATE OPPORTUNITY TO NEGOTIATE ITS TERMS AND THAT SUCH WAIVER 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 cont: acts, business plans, ?nancial documents and other written material as in such party's opinion shall be the basis of that party?s decision to enter into the Agreement. 25. RELIANCE ON COUNSEL AND OTHER ADVISORS 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 shall not be construed against either party as the drafter. 26. COMPLIANCE WITH APPLICABLE LAWS Customer warrants that Customer shall comply with any and all applicable US federal and state laws, and shall operate in good faith to comply with other laws and regulations and industry best practices, applicable to such party?s performance hereunder, and shall act to correct any noncompliance once identi?ed. 27. EN ERAL PROVISIONS A. Publicity. Neither party will, without the prior written consent of the other party: make any news release, public announcement, denial or con?rmation ofthis Agreement or its subject matter; or in any manner advertise or publish the fact ofthis Agreement. B. Default. lf Customer defaults in any ofCustomer?s obligations hereunder, including, but not limiting to failure to pay all sums when due, Customer 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, Harris WPG Standan Temts and Conditions ofSalc May 2005 l-I . Assignnlelt. Customer shall not assign any of its rights under this Agreement, voluntarily or involuntarily, whether by merger, consolidation, dissolution, operation oflaw or any other manner. Any purported assignment of rights in violation ofthis 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 unenforceability, be severed, but without in any way affecting the remainder of such provision or any other provision contained herein, all ofwhieh shall continue in full force and effect. No Waiver. Waiver or failure by Harris to enforce any ofthe terms or corrditions hereturder or the delay in exercise ofany 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. Notices. All notices must be in writing and will be effective when received by personal delivery, (2) registered, certi?ed, 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 ofall notices must be sent to Harris Corporation, PO Box 37, MS: 1A, Melbourne, FL 32902 Attention: Contracts Manager. English Langua ge 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 shall be drawn up in English only. GSA: All purchase orders under GSA Schedule are subject to the GSA Terms and Conditions which will supersede all other Terms and Conditions provided. 28. CLAUS ES INCORPORATED BY REFERENCE The following Federal Acquisition Regulations/DefenSe Federal Acquisition Supplement clauses are incorporated herein by reference, to the extent these clausr:s are applicable, with the same force and effect as if they are included in full text: 52.219-8 Utilization of Small Business Concerns, 52.222- 26 Equal Opportunity, 52222-35 Equal Opportunity for Special Disabled Veterans and Veterans of the Vietnam Em and other eligible Veterans, 52222-36 Af?rmative Action for Workers With Disabilities, 52.222-39 Noti?cation of Employees Rights Concerning Payment of Union Dues or Fees, 52247-64 Preference For Privately Owned U.S. Flag Commercial Vessels, 252225-7014 Preference for Domestic Specialty Metals, Alternate l, 252247-7023 Transportation ofSupplies by Sea, and 252247-7024 Noti?cation ofTransportation ofSupplies by Sea. 29. ENTIRE AGREEMENT The Agreement supersedes all previous proposals, negotiations, conversations, and understandings, whether oral or written, and constitutes the sole and entire agreement between the parties pertaining to the subject matterhereof. 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 WPG Standard Terms and Conditions ofSalc May 2006 ORGANIZED CRIME DIVISION 24 September 2009 Technical Services Group TO: Ernest T. Brown Chief Organized Crime Division ATTN: Brian Daly Lieutenant 553' Organized Crime Division I FROM: James R. Washburn Sergeant Organized Crime Division asthma: EAL. - SUBJECT: 1505 Fund Equipment Request $39.00;: Wm Harris Upgrade Payment Inv# INV6799-02186 Attached to this report is an Invoice from Harris Corporation of Melbourne FL. for the purchase and upgrade of the Stingray Equipment currently being utilized by the Tech Lab. The approval letter for this equipment is also attached. The upgrade to Stingray II and the additional equipment required to erate the he total invoice amount is $164,500.00. Two items . . is req 111g that $134,000.00 be remitted at this time. CPD numbers on all equipment are pending at this/time. nit? com") Since this equipment is utilized ?is requested that it paid for by 1505 funds and 1505ML funds ?am 3 R. Washburn Ser reant 'ganized Crime Division dl APPROVED: Nicholas J. Ro 3 Deputy Chief Organized Crime Division Ernest T. Brown Chief Organized Crime Division tainaeusgs =a ms ?at 353%?: $358338 $190 I $26/ 4/ b?y vov? . . lash?? II I Please Remit Payments: InVOice - inn/577902186 Harris Corporation, GCSD Date 8/20/2009 7? - Citibank Delaware Page: 1 PO. Box 7247 LB 6759 Philadelphia, PA 19170?6759 USA Account No: 30523187 ABA No: 021000089 INVOICE TIN: 340278880 Bill To: Ship To: Chicago Police Department Sgt. Jim Washburn Sgt. Jim Washburn james.washburn@ Inai ,E'E?QW'iif?i james.washburn@ chicagopoliceorg chicagopoliceorg 3340 W. Fillmore Ave. 3340 W. Fillmore Ave. Chicago, IL 60624 Chicago, IL 60624 Purchase Order No; Customer lD Salesperson Shipping Method. Teri Fan, 3rd No- 15457 WPGZ Net 30 Fu?ro?jgb 9-01271 Ordered" Shipped BID . Item Numbo'r? Description .?tI Price 1 1 STINGRAY ll - UP StingRay il Upgrade $65,000.00 $65,000.00 2046 Serial Number 7-. '11 5 out?) #:3731639. I '7 Riv {it-3:0 ?ow 7 BE Tait! I .- 1 '1 2009523401 Laptop PC $0.00 1 1 STINGRAY StingRay ii Software Package $22,000.00 $22,000.00 2046 Serial Number I 1 800 Single Band 800 $14,000.00 $14,000.00 1 1 DUAL-BAP Dual-Band CONUS 850/1900 $17,500.00 $17,500.00 1 1 2100 Single Band 2100 $16,000.00 $16,000.00 1 ?l AJ-W-UG AmberJack-X or to AmberJack?W Upgrat $18,000-00 $0.00 '1 1 SPURDOG Handheld Passive DF Tool $12,000.00 $0.00 Subtotal $134.500.00 HARRIS CORP - WIRELESS PRODUCTS GROUP Eggs? - fg'gg n} I PO. Box 9800, MS R5-11A Tax 5030 MELBOURNE, FL 32902-9800 Freight $0.00 PH: 800-358-5297, FAX: Trade Discount $0.00 Price $134,530.00 f? LN MI: ADMIN BUREAU OF INVESTIGATIVE SERVICES ORGANIZED CRIME DIVISION TO: SUBJECT: _ting Ra' nached to this report is the upgrades. The upgrades i Sting Ray unit. The 1.01231 of the. upgrades and new equipment is $164,500-00? A new unit oulci c051 over $3 I 0000.00 and wouid not perform any more effec?vely than the upgraded unit. Nicholas J. Rou? Dep?ty Chief Organized Crime Division ATTN: Brian Daly Lieutenant Organized Crime Division James R. Washbum Sergeant Organized Crime Division 1505 Fund purchasa request Sting?Ray upgrade AI this time the R/Sgt. is re queSting an upgrade ofthe Sting-Ray ui men used 2? WV "2 February 2009 +4 F'737?. ufamae eurne -L, fur em a quote from Hams . PI I APPROVED: Nicholas I. ma Deputy Chief Organized Crime Division Lila.?? I:rnesi Brawn Chief OrganiZed Crime Division Since this unit is utilized duringq _t is reunSIed that this be considered a one time purchase from the 1505 150* an . L- :44,qu of} James R. Washburn Sergeant Organized Crime Division .m Town 1 I 9 any? Hr - (1.. T- I2 if 3 5.4L. wtr?'f 1- ML. ma ORGANIZED CRIME DIVISION 6 November 2009 Technical Services Group TO: Ernest T. Brown Chief Organized Crime Division ATTN: Brian Daly Lieutenant Organized Crime Division FROM: James R. Washburn Sergeant I Organized Crime Division SUBJECT: 1505 Fund Payment Harris Upgrade Payment Inv# Attached to this report is an Invoice from Harris Corporation of Melbourne FL. for the purchase and upgrade of the Stingray Equipment currently being utilized by the Tech Lab. The approval letter for this equipment is also attached. The upgrade to Stingray II and the additional equipment required to operate the upgrade are itemized in the ice. This uiament is utilized by Tech Lab personnel to The total invoice amount is $18,000.00 for the ember Lacr Upgrade (Ser# 3049). This is of the back ordered items from the original invoice. this is utilized? is requested that it paid for by 1505 funds and 1505ML funds R. Washb%?n APPROVED: 0/44. Nicholas J. ti Deputy Chief Organized Crime Division (firivv?feeo T. Brown Chief Organized Crime Division a: I: 4:1: Please Remit Payments: invoice Harris Corporation, GCSD Date 10/13/2009 Citibank DeIaWare Page: 1 PD. BOX 7247 LB 6759 Philadelphia, PA 19170-6759 USA Account No: 30523187 . ABA No: 021000089 anOIce TIN: 340276860 Bill To: Ship To: Chicago Police Department James Washburn SGT James Washburn 3340 W. Fillmore Ave Chicago Police Dept jameswashburn@chicagopoiice. 3340 W. Fillmore Ave org Chicago IL 60624 Chicago IL 60624 i . 15457 WPG3 BEST WAY Net30 61812000 0Roa'r79-01271 Mghinned BID ligm ?umh? Inscription 1 1 AJ-W-UG AmberJack-X or to AmberJack?W Upgrac $18.000.00 $18.000.00 Serial Number IGDU U1 IULH stiilft?l't. mag. $l3,m Subtotal 513.000.00 HARRIS CORP WIRELESS PRODUCTS GROUP m" PO. BOX 9800. M18 R5-11A MELBOURNE. FL 32902-9300 00.00 PH: 800-358-5297, FAX: 321 Trude Discount $0.00 Purchase Price 3180000130 . r? 0 6- BUREAU OF SERVICES I2 February 2009 ORGANIZED CRIME DIVISION . . TO: NIcholas RotI Deputy Chief egg Organized Crime Division ATTN: Brian Daly to Lieutenant Organized Crime Division 3'5: FROM: James R. Washburn Sergeant Organized Crime Division SUBJECT: .1505 Fund purchase request Sting-Ray ll upgrade At this time the R/Sgt. is requesting an upgrade of the Sting-Ray et ui 'Iment used tin Ray tin Ra ll. This is ui Jment is utilized Attached to this report is a qu .I . ote from Harris Gorporation of Melbourne FL. l'or :Ililicrs alus the rehuilclin I of the current tie upgra es. antennae and Sting Ray unit. he total cost of the upgrat es ?l'lC new eqrupunent IS A new wot urvu $3 i U- . and would not perform any more effectively than the upgraded unit. oration traveled to Chicago with a new Stin ll unit for Representatives from Harris Cor I I {2003. 1g unit was the must? Since this unit is utilized _it is requested that this be considered a one tIme pure ase rom 4 APPROVED: r? i A: I \aW James R. Washburn NIcholas J. Rot: Sergeant Deputy Chief Organized Crime Division Organized Crime Division Ernest T. Brown Chief Organized Crime Division WMIS Bill To: Chicago Police Department Sgt. Jim Washburn james.washburn@ chicagopoliceorg 312-746-7922 Ship To: Quote Date 12/22/2008 Page: 1 Quotation Sgt. Jim Washburn james.washburn@ chicagopoliceorg 312-746?7922 Purchase Order No. Customer ID Salesperson ID Shipping Method: Payment Terms ReqShip Date Master No. WPG2 Net 30 0/0/0000 2,416 Quantity Item Number Description UOM Discount Unit Price Ext. Price 1 STINGRAY ll UP StingRay ll - Upgrade EA $65,000.00 $65,000.00 1 STINGRAY StingRay ll Software Package EA $22,000.00 $22,000.00 1 800 Single Band 800 EA $14,000.00 $14,000.00 1 DUAL-BAND I PA-KIT-30W Dual-Band CONUS 850/1900 EA $17,500.00 $17,500.00 1 2100 Single Band 2100 MHZ EA $15,000.00 $16,000.00 1 AmberJack-X or to AmberJack?W Upgrade (WideB EA $18,000.00 $18,000.00 1 SPURDOG Handheld Passive DF Tool EA $12,000.00 $12,000.00 NOTE $0.00 Delivery will be 120 days ARO unless otherwise stated. Please see attached Terms and Conditions. Subtotal 51516450000 HARRIS CORP - WIRELESS PRODUCTS GROUP Approved By; Misc $030 Po. Box 9000. M15 R5-11A fag $0.00 MELBOURNE, FL 32902?9800 Freight 3000 PH: 800-358?5297, FAX: Tirade Discount $0.00 Purchase Price $164,500.00 IS Corporation Government Communication Systems Division Terms and Conditions of Sale For Wireless Equipment, Software and Services 1. DEFINITIONS in addition to the terms de?ned elsewhere the following tenns used herein have the following meanings: A. ?Agreement? means the instrument of contracting; such as a PLU'chase Order, or other such designation which these terms and conditions of sale for Wireless Equipment, Software and Services are incorporated, all as acknowledged by Harris on its standard acknowledgement form; B. ?Customer? means the purchaser of Equipment, Software, or Services from [-lanis; C. ?Date of Acceptance" means the date when the Customer rquives 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 hardware. including components, and excludes any Software or Services; E. ?Harris? means Harris Corporation, acting through its Government Communications Systems Division; F. "Maintenance Agreement" means a separate agreement for maintenance of the items procured hereunder; such services are not included in this Agreement G. ?Purchase Order" means the Customer's purchaSe order as acknowledged by Harris on its standard acknowledgement form; H. ?Purchase Price? means the purchase price as identi?ed in the Purchase Order; 1. ?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 speci?cations, scope of work, schedule, the Agreement and any maintenance agreement speci?cally included in the purchase price; J. ?Services? means, training, maintenance support, or other services to be provided to Customer as part of the Agreement; K. "Software" means software and ?rmware, including all copies provided to Customer. 2. VALIDITY Prices quoted are binding upon l-lzuris for 30 days from the date of Quote. At expiration, Harris reserves the right to adjust its prices or extend the validity period. 3. ACCEPTANCE - MODIFICATION OF TERMS. This Agreement constitutes Customer's acceptance of Harris? offer and such acceptance is expressly made conditional on Customer?s assent to the terms and conditions contained in this Agreement The Agreement will be deemed accepted by Customer upon the ?rst to Occur 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 ?-om Customer that in any way differs ?-om or adds to the Agreement, irrespective of whether or not Harris seasonably objects thereto, will be binding upon Harris unless such different or additional terms are, incorporated into a writing signed by both Harris and uston'rerI making express reference to the Agreement 4. TAXES All prices are exclusive of all sales, use, excise, and other taxes, dutiesI or charges. Unless evidence of tax exempt status is provided by Customer, Customer will pay, or upon receipt of invoice from Harris, will reimburse Harris within a reasonable time after receipt of noti?cation for, all such taxes or charges levied or imposed on Customer, or required to be collected by Harris as a result of this transaction or any part thereof. 5. CHANGESICANCELLATION Except as otherwise provided herein, change and/or cancellation of a Purchase Order in whole or in part by Customer will be effective only with specific written approval of Harris and may be subject to Harris? reasonable change and/or cancellation charges. 6. DELIVERY Harris shall have the right to make, and Customer agrees to accept, shipments in more than one lot, and payment for each lot shall be due accordingly. 7. FREIGHT CHARGES AND TRANSPORTATION INSURANCE Unless otherwise stated in the Agreement, all prices and terms are F.O.B. Destination and are inclusive of freight charges. 8. TITLE AND RISK OF LOSS Title to and risk ofloss for Equipment and Software media sold under the Agreement shall pass to Customer at the F.O.B. Destination Hnrris WPG Standard Terms and Conditions ol'Salc May 2006 9. PAYMENT TERMS A. Payment for an invoice is due within thirty (30) days from the date of the invoice. Late payment shall be accrued interest at either the lower of one and half percent per month or the highest rate allowed by law, to the outstanding balance due. Domestic Purchase Orders (not including Maintenance Agreements) are for shipments of Equipment, Software and/0r Services to be delivered or Ser'Vices to be performed within the continental United States and Canada. Harris will submit an invoice within 30 days of the Date ofAcceptance of an individual delivery of Equipment, Software or performance of Services as identi?ed in the Purclrasc Orders. (ii) Domestic Purchase Orders for Maintenance Agreements require full payment or" the Pw'chase Price prior to the start of the term of the Maintenance Agreement or I-larris' obligation to perform. International Purchase Orders are For shipments of Equipment, Software and/or Services to be performed outside the continental United States and Canada. Han'is will submit an invoice after it has receipt of an approved export license; Harris will not ship any Equipment, Software nor perform any Services under the Purchase Order until it receives full payment of the Purchase Price of the Purchase Order. '10. ANN UAL MAINTENANCE ENT Upon expiration of warranty period, Customer can execute a separate maintenance agreement with l-larris for Equipment and/or Software. Such maintenance agreements are avarlable for a percentage of the original Purchase Prices of the Equipment and/or Software. Annual maintenance agreements include: A. B. C. Customer telephone support during normal business hours (Monday through Friday, Eastern Standard Time). Additional twelve (12) month warranty on Equipment, with respect to the Equipment Maintenance Agreement. For Software maintenance agreements it includes noti?cation of and free access to Software upgrades as defined in the maintenance agreement. 11. EQUIPMENT RETURN POLICY A. Equipment Damaged in Shipment. Upon receipt of shipments, Customer must open and inspect all boxes immediately for possible freight damage. If damage is found, Customer must notify the delivering carrier within 48 hours and request an inspection. Alter notifying the freight carrier, Customer shall contact Harris for further instructions. Damaged Equipment shall not be returned without l-larris? prior authorization. Items Shipped in Error. If the Equipment Customer receives is not what the Customer ordered, Customerwill notify the Harris responsible for the ful?llment of the Purchase Order. Customer agrees not to discard packing material. Harris will issue a return authorization. Defective Equipment. If the Equipment Customer receives is defective, it is covered wider the Harris or manufacturer?s standard equipment warranty. Upon discovery of a warranty problem, Customer must contact the Harris for warranty support. Customer agrees not to return the Equipment until a service representativehas issued a return authorization. including a form Customer must ?ll out describing the nature ofthe Equipment defect. Other Reasons. ll? Customer needs to return Equipment For other reasons, Customer must contact Harris for a return authorization. Harris? customer service representative will require a clear statement of the reason for the return request. Upon approval of Customer?s request, a return authorization will be issued. Customer agrees not to return any Equipment without a return authorization. Eq uiprnent being returned is subject to restocking and other charges. CUSTOM MANUFACTURED OR SPECIAL ORDER ITEMS ARE NOT RETURNAB LE. Upon Receipt of a Return Authorization. Retunr authorization numbers must appear on each individual package being retumed. Customer is responsible for insuring the return for the full invoice amount and all shipping costs. Harris may refuse shipments of Equipment returned without return authorization numbers. All Equipment being returned for credit must be returned in a timely manner and in good condition. Harris will inspect all Equipment returned. If there is damage, wear and tear, or if there are missing components or accessories, l-Iarris may charge Customer for repair/refurbishment. 2. LIMITED WARRANTY A. Harris warrants the Equipment and Software ordered hereunder as of the Date of Acceptance to be substantially Free li'om defects in material and workmanship. Harris? liability under this Limited Warranty shall commence on the Date of Acceptance of the individual item of Equipment and Software and terminate 12 months thereafter. Written notice of any defects shall be given to Harris upon discovery and Harris shall correct such defects by repair or replacement, at its option, without charge, either FOB Harris? plant or service in the ?eld. Harris uses new and reconditioned parts to satisfy warranty repairs and replacements under the terms of this warranty. Defective articles shall not be returned to the l-larris' factory without the prior written authorization of the Harris. Call 1-800-3 58-5297 to obtain a Rettun Material Authorization (RM A) number. Han-is shall have the right of ?nal determination as to the existence and cause of any claimed defect. Speci?cally excluded from the terms ofthis Limited Warranty are any defects which occur as a result of: Acts of God. (ii) Physical impact, crash or foreign object damage. Improper maintenance, storage. modi?cation or alteration by the Customer or its Customer. (iv) The Customer?s or its Customer operation of the items delivered under this Agreement with any accessory, equipment or part not speci?cally approved by the l-lan'is unless the Customer furnishes clear and convincing evidence that such accessory, equipment, or part was not a cause of the defect. . Nor)nral wear and tear. (The Customer recogniZes that certain parts have a limited service life and will wear out llrrough normal use . - (vi) Equipment or So?ware subj ectcd to misuse or detrimental exposure or negligence; Defects caused by improper storage, use, installation or maintenance; Note: arris is not responsible under this pr0vision for defects with respect to items not provided by Harris or its subcontractors. Ham?s Terms and Cond'rliOns ofSatc May 2006 B. For purposw 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 alteration. lack of care in operation, maintenance or handling. The written notice ofclaim of defect must include a description of the defect with detailed infOnnation, which will enable Harris to identify the defect and determine its probable cause. Components that Customer claims to be defective must be available to Harris for inspection and test. No defective Equipment or parts are to be retumed without ?rst receiving written authorization and instructions from Harris. Customs clearance for all replacement parts under the warranty or otherwise will be Customer?s sole responsibility. C. CLAIMS UNDER ANY OF THE FOREGOING WARRANTIES ARE WAIVED UNLESS MADE WITHIN TH EQUIPMENT WARRANTY PERIOD, IN THE CASE OF EQUIPMENT, OR WITHIN THE SOFTWARE WARRANTY PERIOD, IN THE CASE OF SOFTWARE MEDIA. NO PERSON IS AUTHORIZED TO GIVE ANY OTHER WARRANTIES OR TO ASSUME ANY OTHER LIABILITIES ON HA BEHALF. UN LESS MADE OR ASSUMED IN WRITING BY A DULY AUTHORIZED REPRESENTATIVE OF HARRIS. D. LIABILITY FOR BREACH OF ANY OR ALL WARRANTIES FOR EQUIPMENT, SOFTWARE MEDIA, 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 AND 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. E. THIS LIMITED WARRANTY CONSTITUTES SOLE AND EXCLUSIVE LIABILITY EREUNDER AND CUSTOM 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, WRITTEN, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY, ANY IMPLIED WARRANTY OR CONDITION OF FITNESS FOR A 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 SHALL INCREASE OR EXTEND ANY HARRIS THE TOTAL LIABILITY OF HARRIS AND ITS LICENSORS UNDER THIS WARRANTY SHALL IN ANY EVENT BE SUBJECT TO THE LIMITATIONS IN THIS SECTION. 13. REPAIRS To repair any Wireless products after the 12 month warranty has expired, call 1-800-358-5297 to obtain a Return Material Authorization (RMA) number and an estimated cost for repair. Policy - To effect a repair on a Wireless Product, the Equipment andt'er Software should be relented to the Harris? factory with a written description of the failure mode. Out of repairs apply to any equipment and/01' software whose standard I2- inonth warranty has expired, no maintenance agreement has been purchased and paid for, an utter any equipment andi?or software damaged in a manner not covered by the standard warranty, including any defects which occur as identi?ed under I above. Equipment andfor Software should not be returned to the Harris' factory without the prior written authorization of the Harris. Call 1-800-358-5297 to obtain a Return Material Authorization (RM A) number. (ii) Support Policy - Ham's provides free help desk support throughout the warranty period and maintenance agreement of purchased Wireless Equipment and/or Software. Technical support is available during normal business hours EST, Monday through Friday via the help desk support center at l-800-358-5297. .14. SOFTWARE LICENSE A. Subject to full payment of the Purchase Price by Customer, Harris grants to Customer a nontransferable (except as expressly provided herein), noneerUSive license to use the Software (software. ?rmware, and documentation) in connection with use of the Equipment purchased hereunder. The Software furnished with the Equipment shall he of the latest generation available at the time of shipment of the Equipment. Harris is under no obligation in supply updates to the Software except when: so stated 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 Han-is or its licensor. Customer will obtain no title to the Software. All rights in patents, copyrights and trade secrets in relation to the Software shall continue to be vested in Han-is or its licensor. Customer shall keep the Software con?dential by affording access to the Software only to those of its employers, agents, or consultants having a need to know and shall have such individuals agree in writing to the obligations contained herein. In addition, Customer shall employ reasonable measures to prevent any unauthorized use, copying, publishing. reproducing, or disclosing ol' the Software and shall treat such with not lesser care than in; own con?dential information. "he 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, translate, or adapt the Software or create any derivative thereof, except where expressly stated in writing. Customer agrees that a violation ot'this Agreement would cause irreparable injury to linrris or its licensor. and that l-larris or iLs licensor shall 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 suelt act and any other violations or threatened violations of this Agreement. Furthermore, Customer agrees that if Ham's or its licensor should waive any breach nfany provision oiling-Agreement, it shall no: 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 ustomer-owned media on which any Software is ?xed, such media must be erased before any sale or disposal Hart is WPG Standard Terms and Conditions oI'SaIe Mny2006 15. DISCONTINUED AVAILABILITYILAST TIME BUY Customer acknowledges that Harris has made no representation about the continued availability of the Equipment and So?ware listed in the Agreement. Harris reserves the right, in its absolute discretion, with or without notice, without incurring any liability to Customer or otherwise, whether in contract or tort, to discontinue manufacturing or selling any ofthe Equipment and Software listed in the Agreement at any time or from time to time. Harris may within its 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 thirty (30) days of notice. Customer's last 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 ofninety (90) days after notice to Customer that the Software has been discontinued. 16. INTELLECTUAL PROPERTY INDEMNIFICATION (I) 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 ofHarris, Harris agrees that it shall, at its own expense and at its option, defend or settle any claim, SUtt, 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 intellectual prOperty right. This obligation shall be effective only ifCustomer shall have made all payments then due and ifHarris is notified ofsaid allegation in writing and given authority, information, and assistance for the settlement or defense of said claim, suit, or proceeding. Harris shall pay all damages and costs assessed in such suit or proceedings. In the event ofa ?nal adjudication by a court of competentjurisdicticn that its Equipment or any partthereof infringes or violates any third party intellectual property right or if the use or sale thereofis enjoined, or if the provisions of any negotiated settlement Agreement prohibit the use of the product, Han'is shall at its sole option and its own expense, either: Procure forCustomer the right to continue using the Equipment; or Replace it with a substantially equivalentnon-infringing equipment; or (0) Modify it so it becomes non-infringing but substantially equivalent; or If none of the above is reasonably available, terminate the Customer's right to use the Equipment and retum 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 useful life. 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; (2) Infringement resulting from changes or modi?cations made to or from the Equipment by the Customer; (3) Any settlements of a claim, suit, or proceeding made without I-Iarris? written consent; and, (4) Any Equipment to be furnished under this Agreement which is to be delivered to the United States Government. The foregoing states the entire liability of Harris with respect to in?'ingement' or violation ofthird party intellectual property rights in connection with Equipment furnished under this Agreement. (It) In the event any Equipment to be fumished 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 I-lan'is, Customer agrees to defend, indemnify and hold l-larris harmless to the same extent and subject to the same requirements as set forth in Harris? indemni?cation of Customer as Set forth in (1) above. 17. TECHNICAL DATA AND INVENTION A. Unless specifically agreed to by Harris and identified and priced in the Agreement as a separate item or items to be delivered by Harris (and in that event, except so identi?ed and priced), the sale of Equipment, Software and Services under the Agreement confers on Customer no right in, license under, aceess 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 Harris1 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. C. Customer shall not violate I-larris? copyright of documents or Software or without Harris? written permission disclose I-larris' con?dential or proprietary data to others. 18. EXCUSABLE DELAY A. l-Ian'is will be excused from performance under the Agreement and not be liable to Customer for delay in perfonnance 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 ten'orism, 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, ?ood, stonn or other act of nature, Customer?s fault or negligence or where compliance with any applicable environmental law or regulation by Ham's is not reasonably technologically or economically feasible, or would otherwise require l-larris to change its manufacturing process. B. In the event of an excusable delay, Harris will make 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, l-larris will be entitl ed to an equitable adjustment in price under the Agreement. I9. EXPORT AND RESTRICTIONS 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 ex port 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 shall defend, indemnify and hold Harris harmless from and against any loss, damage, or liability arising out of Customer?s failure to comply with this Section. The Customer shall supply to the Han'is on a timely basis all necessary information and documentation requested by Harris in order to permit the Harris to export the Equipment, Se?ware and/or Services with respect to any Purchase Order issued by the Customer hereunder, in accordance with the terms of this Agreement. Harris WPG Standard Terms and Condilions ofSalc May 2006 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 [or Ilnrris and the Customer under the Envirrmmental Laws as hereinafter de?ned. The Customer shall be t?eSponsible for the collection, recycling, muse and disposal ol'tlic Equipment in compliance with the Environmental Laws. "Environmental Laws? means any law or regulation in any jurisdiction worldwide applicable to the Agreement and these terms and includes but it is not limited to the recycling or treatment of waste equipment including laws implementing the Directive as de?ned hereinafter. Directive? means the EU Directive on Waste Electrical Equipment and shall include any and all national laws and ttgulations. whether civil, criminal, administrative, in anyjm?isdicliun giving effect to that meaning including, but limited to, sotlutes and subordinate legislation, ordinances pcnniE, common law, local laws. judgments, and any notices, orders, directions, instructions or decisions of any competent authority. Han-is may arrange for services, paid for by Customer, to or dispose of manufactured products compliance with the Environmental Louis. The Customer shall indemnify and hold I [inns and each or its af?liates harmless against all expenses, costs, claims. liabilities or damage of any nature incun'ed by any of them relating to the collection, recycling, reuse and tiiSposal ol? any or otherwise arising in connection with their resttcelivo obligations under the Environmental Laws, or by reason of any failure or alleged I'nilum by the Customer to comply with its obligations under the Environmental Laws. The Customer shall provide limit; with such compliance plans or other and information that I-Ian'is may reasonably request to enable Harris and iLs af?liates to verify and prove to any enforcement agency the compliance by Ihe Customer and Harris at their respective obligations under this Section and the Environmental Laura. 21. LIMITATION OF LIABILITY CUSTOM ER IS EXPRESSLY NOTIFIED THAT UNDER NO CIRCUMSTANCES SHALL HARRIS BE LIABLE FOR (A) ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY PARTY, INCLUDING THIRD PARTIES, EVEN IF SUCH DAMAGES ARE FORESEEABLE, OR (B) LOSS OF REVENUE, [035 OF PROFITS, LOSS OF BUSINESS OR LOSS OF USE EVEN IF HARRIS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION SHALL APPLY TO ANY CLAIM OR CAUSE OF IN CONTRACT OR TORT (INCLUDING NEGLIGENCE, STRICT LIABILITY OR BREACH OF IN NO EVENT SHALL LIABILITY TO CUSTOMER OR ANY PARTY CLAIMING THROUGH ER EXCEED TIIE ACTUAL PURCHASE PRICE PAID BY CUSTOM ER FOR ANY EQUIPMENT, SOFTWARE OR SERVICES SUPPLIED THIS SECTION SHALL SURVIVE THE TERM DR EXPIRATION OF THIS AGREEMENT. CUSTOM ER AGREES TO INDEMNIPY AGAINST ALL LOSS OF. 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, shall be by and interpreted in accordance with the laws of the State of Florida, LISA. regardless of any con?ict of law principles requiring the application of any other law. 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 Agiccman and to the construction, validity, enforcement. and interpretation of the Agreement The parties agree that the exclusive venue for any action arising out oior related to the Agreement shall he in the courts with the appropriate jurisdiction located in County, litoridc, and each patty i ircvocably subunits to the jurisdiction ol?cach such court in any such action and waives any objection it may now or hereafter have to tumor: or personal jurisdiction in each such court. The prevailing party in any action related to the dispute or interpretation ol' the Agreement shall be entitled to recover its reasonable attorneys Fees incurred in pursuing the action, including those fees inctu-rcd throughout all bankruptcy and appellate proceedings. 23. JURY WAIVER CUSTOMER AND HARRIS AG REE. TO THE EXTENT PERMITTED BY LAW, TO WAIVE ALL RIGHTS TO A TRIAL BY JURY OF ANY RELATING TO THE DISPUTE OR INTERPRETATION OF THE AGREEMENT, WHETHER SOUNDING IN CONTRACT, TORT, OR OTHERWISE. THE PARTIES SPECIFICALLY ACKNOWLEDGE THAT THIS WAIV ER IS MADE KNOWINGLY AND VOLUNTARILY AFTER AN ADEQUATE OPPORTUNITY TO NEGOTIATE ITS TERMS AND THAT SUCI-I 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 assomption 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 shall be the basis of that party?s decision to enter into the Agreement. 25. RELIANCE ON COUNSEL AND OTHER ADVISORS Each party has consulted such legal, ?nancial, technical or other experts it deetns 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 shall not be construed against either party as the drafter. 26. COM CE WITH A PPLICAB LE LAWS Customer warrants that Customer shall comply with any and all applicable US federal and state laws, and shall operate in good faith to comply with other laws and regulations and industry best practices, applicable to such party?s performance hereunder, and shall act to correct any noncompliance once identi?ed. 27. GENERAL PROVISIONS A. Publicity. Neither party will, without the prior writtett consent of the other party: make 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. Default. 1f Customer defaults in any of Customer?s obligations hereunder, including, but not limiting to failure to pay all sums when due, Customer will be liable for all costs to Harris resulting from Harris? attenth to enforce its rights hereunder, including, but not limited to collection agency fees, attorney fees, court costs, etc. Ham's WPG Standard Temis and Conditions oISalc May 2006 C. D. H. Assignment. Customer shall 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 violation of this Section is null and void. Enibrceability. 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 unenforceability, be severed, but without in any way affecting the remainder of such provision or any other provision contained herein, all ofwhich shall continue in full force and effect. No Waiver. Waiver or failure by Harris to enforce any oftlic terms or conditions hereunder or the delay in exercise of any ofits 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. 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 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 ofall notices must be sent to Harris Corporation, PO Box 37, MS: R5/l 1A, Melbourne, FL 32902 Attention: Contracts Manager. 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 shall be drawn up in English only. GSA: All purchase orders under GSA Schedule are subject to the GSA Terms and Conditions which will supersede all other Terms and Conditions provided. 28. CLAUSES BY REFERENCE The following Federal Acquisition Regulations/Defense Federal Acquisition Supplement clauses are incorporated herein by reference, to the extent these clauses are applicable, with the same force and effect as if they are included in full text: 52.219?8 Utilization of Small Business Concerns, 52.222? 26 Equal Opportunity, 52222-35 Equal Opportunity for Special Disabled Veterans and Veterans of the Vietnam Era and other eligible Veterans, 52.222-36 Af?rmative Action for Workers With Disabilities, 52.222-39 Noti?cation of Employees Rights Concerning Payment of Union Dues or Fees, 52247-64 Preference For Privately Owned US. Flag Commercial Vessels, 252225-7014 Preference for Domestic Specialty Metals, Altemate l, 252247-7023 Transportation ofSupplies by Sea, and 252247?7024 Noti?cation ofTransportation of by Sea. 29. The Agreement supersedes all previous proposals, negotiations, conversations, and understandings, whether oral or written, and constitutes the sole and entire agreement betwoen 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 WPG Standard Terms and Conditions ofth: May 2006 Confirmation Report-?Memory Send Page 001 Date 0 Time: Mar-09-09 09:11 Line 1 Machine ID ORGANIZED CRIME ADMIN Job number 799 Date Mar-09 09:07 To 2367278 Number of pages 008 Start time Mar-09 09:07 End time Mar-09 09:11 Pages sent 008 Status 0K Janmr 2. 4/ 2 BUREAU OF INVESTIGATIVE SERVICES 0 1:1 February 2009 ORGAN CRIME DIVISION TO: Nicholas .1. Rod D?squ Chief Organized Grin-u: Division Brian Daly Lieutenant: Organized Crime Division 35 James R. Washbum Sergeant Organized Crime Division SUBJECT: .1505 Fund purchase request Sting-Ray upgrade a irrn: he; in Ta: an upgradc o'l'tl?u: Stingl?Rny cui n1l:FL, fen- Attached 10 [his report 32-. a quot: rot-n :11'1?15 In of Lh: current 1:111lus the rcbuil Id Sting Ray unit- ?The rate] cost ofthe upgracs -and would not perform any tnarc than the; from upgrade-:1 unit- Rapr Since this unit is utilized during 1; is requestcd that this be considered a one time purchase ?ll?om .ma ADUDAVJ.I.. [1 L3 APPROVED: A) James R. Washburn Nicholas J. Roti Sergeant Deputy Chief Organized Crime Division Organized Crime Division mp- Eruwvn Ch ief? Organ izcd Crime Division BUREAU OF INVESTIGATIVE SERVICES ORGANIZED CRIME DIVISION Subject: Reference: Condition Prior to Payment of an Invoice - (For Internal Control Procedure) Tracking of Drug Funds Expenditures The Unit that initiated the purchase (goods and/or services) should write the following statements within the original invoice to be paid or in a report requesting settlement of an invoice: ALL DESCRIBED ABOVE 1. 2. Received in good useable condition, and The required CED?Inventory number/s (on non- consumption item/s valued at $100.00 and above was/were: - tagged and registered with the Equipment and Supplies Inventory Control Section or - requested from the Equipment and Supplies by providing copies of the purchase documents or - identi?ed by serial covert devices (list furnished OCD?Administration). Tracking of devices/s will be monitored by both TechLab and OCD-Administration. Select one from the three - options. 08/25/09 ORGANIZED CRIME DIVISION 24 September 2009 Technical Services Group TO: Ernest T. Brown Chief Organized Crime Division A ATTN: Brian Daly Lieutenant Organized Crime Division FROM: James R. Washburn Sergeant Organized Crime Division 157' a?f?m EAL. - 5019 SUBJECT: 1505 Fund Equipment Request Harris Upgrade Payment Inv# Attached to this report is an Invoice from Harris Corporation of Melbourne PT i. for the and upgrade of the Stingray Equipment being ilized by the Tech Lab. The approval letter for this equipment is also attached. The upgrade to Stinngr II and the additional equipment retained to operate the rade are itemized in the attached invoice. This equipment is utilized by 'I'ech Lab personnel to he total invoice amount it. $164,500.00. iletrrs are back ordered that total $30,000.00. The R18 is requesting that $134,000.00 be remitted at this time. CPD numbers on all equipment are pending at this UV. 5714? CAM) . - uipment is utilizedW hat it paid for by 1505 funds an . - am ?s R. Washburn Sergeant. "?rganized Crime Division . areNicholas J. Re i 5 a. Deputy Chief a no Organized Crime Division ?fe t..r fl 'i 7C?rw~w .hrnest Brown Chief Organized Crime Division . . x5 POW I ?54 FARMS Bill To: Chicago Police Department Please Remit Payments: Invoice Harris Corporation, GCSD Date 1 8/20/2009 Citibank Delaware P399: 1 PO. Box 7247 - LB 6759 Philadelphia. PA 19170-6759 USA Account No: 30523187 - ABA Re No. 021000089 Inv0Ice TIN: 340276860 Ship To: Sgt. Jim Washburn lames-washburn@ :hicagopolice.org 3340 W. Fillmore Av Chicago, IL 60624 e. 0091 Sgt. Jim Washburn james.washburn@ chicagopolioeorg 3340 W. Fillmore Ave. Chicago, IL 60624 'urchase Order NO. .7 S?l'eepereoh Shipping Method. Terl Fan. "'D'i'hcli?d. 15457 WPG2 Net 30 9-01271 )rdered: I S?ijop?d 8113"" - -- Iteminur?her Description .. :ti?erie'e 1 1 STINGRAY UP StingRay ll - Upgrade $65,000.00 $65,000.00 2045 Serial Number you? 21:15:62; 7 7 51:: 1M ?ow bin 1 1 2009523401 Laptop PC 7 $0.00 1 1 STINGRAY SlingRay II Software Package $22,000.00 $22,000.00 2045 Serial Number 1 1 PA-KIT-30W 800 Single Band 800 $14,000.00 $14,000.00 1 1 DUAL-BAP Dual?Band CONUS 850/1900 $17,500.00 $17,500.00 1 1 2100 Single Band 2100 MHZ $15,000.00 $16,000.00 1 1 AmberJack-X or to AmberJack-W Upgrau $18,000.00 $0.00 1 1 SPURDOG Handheld Passive DF Tool $12,000.00 $0.00 Subtotal $134.500.00 HARRIS CORP - WIRELESS PRODUCTS GROUP 3:35? PO. BOX 9300, we R5-11A Tax 50:00 MELBOURNE, FL 32902-9800 Freight 50110 PH: 800-358-5297, FAX: 321 Trade Discount $0.00 P_iiri:hase Price $134,500.00 mar?ua-ua uazuu rrum-URuANlttu LNIML: ADMIN T-B4E tin-(Ha . Mg, 2 BUREAU OF INVESTIGATIVE SERVICES 0 6 12 February 2009 ORGANIZED CRIME DIVISION TO: Nicholas J. Roti Deputy Chief Organized Crime Division ATTN: Brian Daly Lieutenant Organized Crime Division ERR ?03 AH 31111 FROM: James R. Washburn Sergeant Organized Crime Division 73-7?. Ufa-Mpg? Cabe/(ygw SUBJECT: 1505 Fund purchaSE request Sting?Rey upgrade - A- At this time the is requesring an upgrade ofihe Sting-Rey This equipment. is utilized ?more from aiTis orporauon "us report is x- amii?ers. .ius [he rehuii ingel?ihe eurrem Il' a i - Upgrm :35. 1e. antennae and Sting; Ray unit. The iota} cost of the upgrades and new equipment is A new unit omu COSL ovei JD and would not perform any more effectiveiy than the Upgraded unithindg?L?JB. The exi: ing unit was Imm - 11115 umt woulu tentative?! be use Since Lhis unit is Utilized it is requested that this be considered a one time purchaSe from the 1:03 1:31;me quu. HI 4 APPROVED: if if) err A) Agw?bjga?i James R. Washburn Nicholas J. Roti Sergeant Deputy Chief Organized Crime Division Organized Crime Division fol/Mia.? rnest T. Brown Chief Organized Crime Division -- ?t . Iri?f 1:21;; I?ll. -.-: m? FINANCE DIVISION Hg 27 September 2010 F4 TO: Nicholas J.Roti Chief Organized Crime Division ATTN: Lt. Brian Daly Commanding Officer FROM: James T. Collins Administrative Manager Finance Division SUBJECT: Cellular Tracking System The Finance Division is requesting a check in the amount of $157,300.00 from the 1505 Account for the above referenced project. Attached is the documentation regarding this request. If you have any questions or require additional information, please call me on PAX 0510. 1v. James T. Collins Administrative Manager Finance Division K?33+c? Jrian Daly -0m anding Officer Orga?ized Crime Division 2071'? Nicholas J. Roti Chief Organized Crime Division 1 I :awg 103 H3900 GEM-3038 .D (7 P5 L.) C, ?6 TO: 6015; ,th anw .: FROM: 3729/: 1/14 DATE: 5M 3171, gas BUREAU OF INVESTIGATIVE SERVICES ORGANIZED CRIME DIVISION 3340 W. FILLMORE, ROOM 2180 CHICAGO, IL 60624 TX: 312?746?7922 ?Q/z/?fxz?L ?/id??w/tWZ/l THIS FACSIMILE CONSISTS OF 3 Pages, Including Cover Page t' BAILMENT AGREEMENT EQUIPMENT BAILIVIENT AGREEMENT made this date of July 29, 2009 between Harris Corporation, Government Communications Systems Division, with its principal of?ce in Melbourne, FL, hereinafter referred to as ?the Lender?, and CHICAGO POLICE DEPARTMENT with its principal of?ce 3340 W. FILLMORE AVE, CHICAGO. IL 60624 hereinafter referred to as ?the Bailee?. The Lender hereby agrees to loan to the Baliee SN 443, hereinafter referred to as the ?Equipment,? subject to the following terms and conditions: Section 1. Use of Equipment. The Baliee shall hold the equipment in trust for and subject to the security interest of the Lender; to be used by the Bailee, without expense to Lender or Bailee, for the sole purpose of supporting the demonstrations in the pursuit of Lender's Opportunities. Bailee expressly agrees that the Equipment will not be used for any other purpose without prior written authorization from Lender. Section 2. Term of Agreement. The loan period shall run from shipment date JULY 2009 through return date AUGUST 31. 2009. unless otherwise extended through the mutual written consent of the parties hereto or terminated by either party. Section 3. Location of Equipment. The Equipment is to be retained in the Bailee?s possession at the 'Bailee?s place of business or at such facility as is required to support the demonstrations in the pursuit of Lender's opportunities. The Lender will bear the expense of shipping the Equipment from the Lender to the Bailee, and at the conclusion of the term, the Bailee agrees to bear the expense of shipping the Equipment back to the Lender. Section 4. Ownership of Equipment. Title to the Equipment shall remain vested always in the Lender; Bailee shall have no claims towards ownership unless transferred to the Bailee by? sale through the Lender?s established sales procedures. The Baliee shall have only the right to retain or sell the possession of said Equipment pursuant to the conditions of those procedures. The Bailee shall giVe the Lender immediate notice of any claim, levy, lien, or legal process issued against the Equipment. This agreement does not address the sale of this equipment. Business Development BA00016 Section 5. Risk of Loss Damage. Bailee shall be liable for loss or damage to the property up to the agreed to unit value of $24,300. Section 6. Export. The Bailee represents and warrants that no technical data furnished to it by the Lender shall be disclosed to any foreign nation, ?rm, or country, nor shall any technical data be exported from the United States without ?rst complying with all requirements of the International Traf?c in Arms Regulation or the Export Administration Regulation (EAR), including the requirement for obtaining any export license if applicable. The Bailee shall ?rst obtain the Written consent of the Lender prior to submitting any request for authority to export any such technical data. The Bailee shall indemnify and hold the Lender harmless for all claims, demands, damages, costs, ?nes, penalties, attorney?s fees, and all other expenses arising from failure of the Bailee to comply with this clause or the ITAR and EAR. Section 7. Taxes and Duties. Except for the State of Florida, any present or future Federal, State, or local taxes and duties, including any foreign country, with respect to the Equipment in Bailee?s possession shall be the responsibility of the Bailee. The Bailee shall indemnify the Lender for any such taxes and duties which are actually paid by the Lender together with any interest penalty which accrues thereto, provided, that the Lender shall advise the Bailee of any such taxes and duties asserted to be due, and the Bailee may make such objective thereto, ?le such protests and otherwise take such actions as the Bailee deems advisable in the circumstances, and the Lender shall cooperate with the Bailee in connection therewith. IN WITNESS WHEREOF, the parties hereto have extended this Agreement the day and year ?rst above written. HARRIS CORPORATION Government Communications Systems Division By: By: 276,!? Susan McCreery Janie: ;.sliburn Title: Customer Service Manager Title: SergcnanOCD Date: Date: '2 m1, 0 ?02 Business Development BA00016 BUREAU OF INVESTIGATIVE SERVICES 20 August 2010 ORGANIZED CRIME DIVISION To: Theodore F- O?Keefe Deputy Superintendent Bureau of Administrative Services Attn.: Frank F. Wilson Director Finance Division From: Nicholas Roti Chief Organized Crime Division Subject: Purchase Request King Fish Cellular Telephone Tracking System Forwarded is the approved report to provide $157,300.00 from the 1505 Fund for the purchase of a KING FISH Cellular Telephone Tracking System, per attached Contract and Quotation dated May 18, 2010 from Harris Corporation. Kindly initiate the purchasing process in accordance with the Department?s procurement protocol. Thanks. NICHOLAS I 7 Chief Organized Crime Division APPROVED: @9392; STEVE PETERS ON Deputy Superintendent Bureau of Investigative Services CRIME DIVISION Technical Services Group 16 August 2010 u" ?den-Jr: TO: Nicholas J. Roti Chief E3 (h?ib I Organized Crime Division ?1 FROM: James R. Washburn Sergeant Organized Crime Division SUBJECT: 1505 Fund Purchase Request Harris ?King Fish" Cellular Telephone Tracking System The R/Sgt. is requesting the purchase of the Harris Corp. ?King Fish? Cellular Telephone Trackin stem. Attached to this re ort is a uote 111C DUEL UJ. Lilib' equipment is wnicn inCludes updates, upgrades and training. Please see the attached justification letter for further information. Since this ui ment would be utilized it is requesred that this be con5idered a one time purchase from the 1505 and 1505ML fund (50% each). It should be noted that this equipment is proprietary in nature. The knowledge of its existence by personnel outside law enforcement could jeopardize the integrity and success of these types of investigations. R. Washburn hirteant Organized Crime Division ?ame= Josiph Patterson Deputy Chief Organized Crime Division 7 ?UlCthaS J. Roti Chief Organized Crime Division ORGANIZED CRIME DIVISION 16 August 201( Technical Services Group TO: Nicholas J. Roti Chief organized Crime Division Joseph Patterson Deputy Chief Organized Crime Division FROM: James R. Washburn Sergeant Organized Crime Division SUBJECT: Harris ?King Fish? Cellular Telephone Tracking System Justification Lettergreatly reciated. app (I . James R. Washburn pergeant Organized Crime Division Chicago Police Bureau of Investigative Servic Sgt. Jim Washburn james.washburn@ chicagogolioecrg Chicago. IL 60624 3340 W. Fillmore Ave. Quote Date 5/1 _8/_2010 Paoe: 1 Quotation Ship To: Sgt. Jim Washburn james.washburn@ chicagopoliceorg 3340 W. Fillmore Ave. Chicago, IL 60624 Purchase Order No. Customer lD Salesnerson ID Shippinq Method Pavment Terms Rea Ship Date Master No. WPG3 Net 30 0/0/0000 3.050 Quantiw item Number Description UOM Discount Unit Price Ext. Price KINGFISH KingFish EA $27,800.00 $27,800.00 1 KF-CDMA-SW KingFish CDMA Software Package EA $18,100.00 $18,100.00 1 KingFish GSM Software Package EA $18,100.00 $18,100.00 1 KF-IDEN-SW KingFish Software Package EA $18,100.00 $18,100.00 1 2014069-101 Rugged Mini-PC Controller (GD Go Book) EA $5,500 00 $5,500.00 1 High Powered Filtered 25W PA Kit-800l850l2100 MH EA $11,500.00 $11,500.00 1 Band lV - AWS Converter- CONUS EA $19,800.00 $19,800.00 1 AmberJack Wide Band DF Antenna EA $38,400.00 $38,400.00 NOTE $0.00 Delivery will be 90 days ARC) unless othen'vise stated. Prices are subject to change. Quotes are valid 180 days from date 01; issue. Attached Ts&Cs are applicable to all resultant orders. Subtotal HARRIS CORP - WIRELESS PRODUCTS GROUP Approved By; Mia; $0.00 Po. BOX 9800. MIS R5-11A Tax $0.00 MELBOURNE, FL 32902-9800 $000 PH: 800?358?5297. FAX: den Discmnu $0.00 Tutal 16 August 2010 ORGANIZED CRIME DIVISION ,h Technical Services Group I: 9-: j, . cl {d?lb TO: Nicholas J- Roti Chief i i Organized Crime Division ?r53. James R. Washburn Sergeant Organized Crime Division SUBJECT: 1505 Fund Purchase Request Harris ?King Fish" Cellular Telephone Tracking System The R/Sgt. is requesting the purchase of the Harris Corp. ?King Fish" Cellular Telephone uote for this ui ment. The total cost of this equipment is $157,300.00, which includes updates, upgrades and training. Please see the attached justification letter for further information. Since this ui ment would be utilized should be noted that this equipment is The knowledge of its existence by personnel outside law enforcement could jeopardize the integrity and success of these types proprietary in nature. of investigations. mwa R. Washburn up; eant Organized Crime Division if v2.1 TH APPROVED: .. r7 Fl ?ee 3 Joseph Patterson Deputy Chief Organized Crime Division 2? quV/?gg ?g f?;?7QiCthaS J. Roti Chief 2w Organized Crime Division Fm ORGANIZED CRIME DIVISION 16 August 201C Technical Services Group TO: Nicholas J. Roti Chief Organized Crime Division Joseph Patterson Deputy Chief Organized Crime Division FROM: James R. Washburn Sergeant Organized Crime Division SUBJECT: Harris ?King Fish" Cellular Telephone Tracking System Justificatio Any consideration given this matter would he greuriv appreCiated. CC James R. Washburn Qer?eant {r?anized Crime Division Bill To: Chicago Police Bureau of Investigative Servic Sgt. Jim Washburn james.washburn@ Chicagopolice.org Chicago, IL 60624 3340 W. Fillmore Ave. Ship To: guoto QTE6779-02485 Date 5/18/2010 e: 1 Quotation Sgt. Jim Washburn james.washburn@ chicagopoliceorg 3340 W. Fillmore Ave. Chicago, IL 60624 Pumba WA in in Ehipuigg Method Payment Terms Rea Shin Date Master NO- WPG3 Net 30 0/0/0000 3.050 Deswintion UOM Discount Unit Price' Ext. Price 1 KingFish EA $27,800.00 $27,800.00 1 KingFish Software Package EA $18,100.00 $18,100.00 1 KF-GSM-SW KingFish GSM Software Package EA $18,100.00 $18,100.00 1 KingFish So?ware Package EA $18,100.00 $18.100.00 1 2014069-101 Rugged Mini-PC Controller (GD Go Book) EA $5,500.00 $5,500.00 1 High Powered Filtered 25W PA Kit?8001850]?! 00 MH EA $11,500.00 $11,500.00 Band IV - AWS Converter - CONUS EA $19,800.00 $1 9,800.00 1 AJ-W AmberJack Wide Band DF Antenna EA $38,400.00 $38,400.00 NOTE $0.00 Delivery will be 90 days ARC) unless otherwise stated. Prices are subject t0 change. Quotes are valid 180 days from date of issue. Attached Ts&Cs are applicable to all resultant orders. Subtotal $157,300.00 HARRIS CORP - WIRELESS PRODUCTS GROUP Approved By; Misc 530,00 0. BOX 9800, M15 R5-11A Tax $0.00 MELBOURNE. FL 32902?9800 Freight $0.00 PH: 800-358-5297, FAX: corn de Discount $0.00 Tgtai $157,300.00 WRWS . Corp ora tron Government Communication Systems Division Terms and Conditions of Sale For Wireless Equipment, Software and Services I. DEFINITIONS ln addition to the terms de?ned elsewhere the following terms used herein have the following meanings: A. "Agreement" means the instrument such as a Purchase Order. or other such designation which these terms and conditions of salt: for Wireless Equipment. Software and Services are incorporated, all as acknowledged by Ham?s on its standard acknowledgement form: B. ?Customer? means the purchaser ofliquipmenl, Software. or Services From llanis; C. "Date of Acceptance? means the date when the Customer receives an item of Software and/or Services unless Customer otherwise notifies Han-is in writing that the Equipment. Soltwarc and/or'Serviecs was delivered in a defective condition. D. "Equipment" means any hardware. including components. and excludes any Software or Services; E. "l'lan?is" means Harris Corporation. acting through iLs Government Communications Systems Division; F. ?Maintenance Agreement" means a separate agreement for maintenance of the items procured hereunder: such services are not included in this Agreement G. ?Purchase Order? means the Customer's purchase order as acknowledged by Harris on its standard acknowledgement l'omr; H. ?Purchase Price? means the purchase price as identi?ed in the Purchase Order: I. ?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 speci?cations. scope ol?work. schedule. the Agreement and any maintenance agreement speci?cally included in the purchase price; J. "Services" means. training. maintenance: support. or other services to be provided to Customer as part oflhc Agreement; K. "Software" means sottwarc and including all copies provided to Customer. 2. PRO POSALIQUOTE VALIDITY Prices quoted are binding upon Han?is for 30 days from the date ofOuore. At expiration. Harris reserves the right to adjust its prices or extend the validity period. 3. ACCEPTANCE MODIFICATION OFTERMS. This Agreement constitutes Customer?s acceptance ofllarris? offer and such acceptance is exprme made conditional on Customer?s assent to the tcmis anti conditions contained in this Agreement. The Agreement will be deemed accepted by Customer upon the ?rst to occur (it Customer?s issuance of the Purchase Order; or (ii) llarris' commencement under the Agreement. In either such event any additional or different terms proposed by Customer are r'eiected unless expressly approved in writing by Ham's. No communication from Customer that in any way differs from or adds to the Agreement. irrespective ol'whether or not Harris seasonany objects thereto, will be binding upon Harris unless such dilt'ercnt or additional terms are incorporated into a writing signed by both Harris and Customer. making express reference to the Agreement. 4. TAXES All pricts are exclusive ot'all sales. use. excise. and other tzuces. duties. or charges. Unless evidence ol?tax exempt status is provided by Customer. Customer will pay. or upon receipt ofinvoicc from Hanis. will reimburse Harris within a reasonable time after receipt ufnoti?cation for. all such taxes or charges levrcd or imposed on Customer. or required to be collected by Harris as a result ol?this transaction or any part thereof. 5. [ixcept as otherwise provided herein. change andlor' cancellation of a Purchase Order in whole or in part by Customer will be effective only with speci?c written approval of! larris and may be subject to Harris? reasonable change and/or cancellation charges. DELIVERY llarris shall have the right to make. and Customer agrees to accept. shipmean in more than one lot. and payment for each lotslrall be due accordingly. FREIGHT CHARGES AND TRANSPORTATION INSURANCE :4 Unless otherwise stated in the Agreement. all prices and terms are lit) B. Destination and are inclusive nl freight charges. 8. TITLE AND RISK OF LOSS Title to and risk l'or liquipment and Software media sold under the Agreement strait pass to Customer at the Destination Hams WPG Standard I cruis and Conditions nl Salt: May 3W0 9. PAYMENT TERMS A. Payment for an'invoicc is due within thirty (30) days from the date ofthe invoice. Late payment shall he accrued interest at either the lower of one a half percent per month or the highest rate allowed by law. to the outstanding balance due. Domestic Purchase Orders (not including Maintenance Agreements) are for shipments of Equipment. Software and/or Services to be delivered Services to be within the continental United States and Canada. Harris will submit an invoice within 30 days of the Dale ofAcceptan ofan individual delivery of Equipment, Software or performance ol?Services as identi?ed in the Purchase Orders. (ii) Domestic Purchase Orders for Maintenance Agreemenm require full payment ofthe Purchase Price prior to the start of the term of the Maintenan Agreement or Harris? obligation to perfonn lntemational Purchase Orders are for shipments oquuipment. So?ware and/or Services to be performed Outside the continental United States a Canada. Harris will submit an invoice after it has receipt of an approved export license; Harris will not ship any Equipmcl Software nor perform any Services under the Purchase Order until it receives full paymentofthe Purchase Price ofthe Purchase Order. I0. ANNUAL ACREEM ENT Upon expiration of'warranty period, Customer can execute a separate maintenance agreement with Harris for Equipment and/or Software. Such maintenance agreements are available for a percentage ofthe original Purchase Prices ofthe Equipment and/or Software. Annual maintenance agreements include: A. B. C. Customer telephone support during normal business hours (MOnday through Friday, Eastern Standard Time). Additional twelve (l2) month warranty on Equipment, with respect to the Equipment Maintenance Agreement. For So?ware maintenance agreements it includes noti?cation ofand free access to So?ware upgrades as defined in the maintenance agreement. EQUIPMENT RETURN POLICY A. Ejyipmenl Damaged in Shipment. Upon receipt ofshiprnents, Customer must open and inspect all boxes immediately for possible Freight damage. damage is found, Customer must notify the delivering carrier within 48 haurs and request an inspection. After notifying the freight canier, Cust0mt shall contact Harris for further instructions. Damaged Equipment shall not be returned without Han'is? prior authorization. Items Shipped in Error. Ifthe Equipment Customer receives is not what the Customer ordered, Customer will notify the Harris responsible ft. the ful?llment ofthe Purchase Order Customer agrees not to discard packing material. Han?is will issue a return authorization. Defective Eguipment If the Equipment Customer receives is defective. it is covered under the Harris or manufacturer's standard equipment warranty Upon discovery ofa warranty problem, Customer must contact the Harris for warranty support. CustOmer agrees not to return the until a service representative has issued a return authorization, including a form Customer must ?ll out describing the nature of the Equipment defect. Other Reasons. If Customer needs to return Equipment for other reasons, Customer must contact Harris for a return authOrization. Harris' custome Service representative will require a clear statement of the reason for the return requesL Upon approval of Customer?s request, a return authorizatior will he issued. Customer agrees not to return any Equipment without a return authorization. Equipment being returned is subject to restocking and othe charges. CUSTOM MANUFACTURED OR SPECIAL ORDER ITEMS ARE NOT RETURNABLE. Upon Receipt ofa Return Audiorization. Return authorization numbers must appear on each individual package being returned. Customer is; responsiblt for insuring the return for the full invoice amount and all shipping costs. Harris may refuse shipments of Equipment returned without returr authorization numbers. All Equipment being returned for credit must be returned in a timely manner and in good condition Harris will impact al Equipment returned If there is damage, wear and tear, or if there are missing components or necessaries, Harris may charge Customer for repair/refurbishment. l2. LIMITED WARRANTY A: Harris wan?ants the Equipment and Software ordered hereunder as of the Date of Acceptance to be substantially Free from defects in material and workmanship. Hmris? liability under this Limited Warranty shall commence on the Date of Acceptance of the individual item of Equipment and Software and terminate I2 months therea tier. Written notice of any defects shall be given to Harris upon disc0very and Harris shall correct such defects by repair or replacement, at its option, without charge, either FOB Hanis? plant or Service in the ?eld. Han?is uses new and reconditioned parts to satisfy warranty repairs and replacements under the terms of this warranty. Defective articles shall not be returned to the Harris' factory without the prior written authorization of the Harris. Call l-800-358-5297 to obtain a Return Material Authorization (RMA) number. Ham's have the right of final deterrninatiOn as to the existence and cause ofany claimed defect. Speci?cally excluded from the terms ofthis Limited Warranty are any defects which occur as a result or: Acts ofGod. (ii) Physical impact, crash or foreign object damage. Improper maintenance. storage, modification or alteration by the Customer or its Customer. (iv) The Customer's or its Customer operation of the items 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 ofthe defect. Normal wear and tear (The Customer recognizes that certain parts have a limited service life and will wear out through nonnal use). (vi) Equipment or So?ware Subjected to misuse or detrimental ex pOSurc or negligence; Defects causod by impropersloragc, use, installation or maintenance; Note: Harris is not re5ponsible under this provision for with respect to items not pr0vided by Hams or its subcontractors Hams WPG Standard Terms and Conditions ofSalc May 2006 twin-m fut and much-1.3 detect is de?ned its a failure of any unit or manufactured supplied by Hams that is not attributable to unauthorized or alteration. lack trI'care in operation. maintenance or written notice nfrtefaet must inctudr: a description or the defect with detailed information. Much Will enable Han-is to rdentify lbr. deli and its pmimblc cause. Componean llral elanns tu hr: defective must be available to Harris for inspection and test defective Equipment or part-t are to be relented without ?rst receiving wnlterr authorization and instructit'rns front Harris. Customs. clearance all parts under the warranty or otherwise will be Customer?s sole responsibility. CLAIMS UNDER ANY OF THE FOREGOING WARRANTIES ARE WAIVED UNLESS MADE WITHIN THE EQUIPMENT WARRANT PERIOD. IN THE CASE OF EQUIPMENT, 0R WITHIN THE SOFTWARE WARRANTY PERIOD. IN THE CASE OF SOFTWAR MEDIA. NO PERSON IS AUTHORIZED TO GIVE ANY OTHER WARRANTIES OR TO ASSUME ANY OTHER LIABILITIES Oi BEHALF. UNLESS MADE OR ASSUMED IN WRITING BY A DULY AUTHORIZED REPRESENTATIVE OF HARRIS. D. LIABILITY FOR BREACH OF ANY OR ALL WARRANTIES FOR EQUIPMENT. SOFTWARE MEDIA. SERVICES ANI LICENSED HARRIS PROGRAMS IS EXPRESSLY LIMITED TO THE REPAIR. REPLACEMENT. OR REFUND OF THE PURCHAS PRICE OF SUCH DEFECTIVE EQUIPMENT OR SOFTWARE, LESS A REASONABLE CHARGE FOR USE AND IN NO EVENT WIL HARRIS OR ITS LICENSORS BE LIABLE FOR ANY INDIRECT. SPECIAL. INCIDENTAL, PUNITIVE OR CONSEQUENTIA. DAMAGES BY REASON OF ANY BREACH OF WARRANTY OR DEFECT IN MATERIALS OR WORKMANSHIP. HARRIS WILI NOT BE REQUIRED TO REPAIR. REPLACE. OR REFUND THE PURCHASE PRICE OF EOUIPM ENT OR SOFTWARE WHICH HAVI BEEN SUBJECTED TO NEGLECT. ACCIDENT. OR USE. OR WHICH HAVE BEEN ALTERED OTHER THAN 13? AUTHORIZED HARRIS PERSONNEL. E. THIS LIMITED WARRANTY CONSTITUTES 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 OTIIER WARRANTIES (EXCEPT AS TO TITLE). WHETHER WRITTEN EXPRESS. 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 TCI FAIL IN THEIR ESSENTIAL PURPOSE SHALL INCREASE OR EXTEND ANY HARRIS WARRANTY. THE TO LIABILITY OF HARRIS AND ITS LICENSORS UNDER THIS WARRANTY SHALL IN ANY EVENT BE SUBJECT TO THE LIMITATIONS IN THIS SECTION I3. REPAIRS To repair any Wireless produce; a?er the l2 month warranty has expired. call l-800-358-5297 to obtain a Return Material Authorization (RMA) number and an estimated cost for repair. Repair Policy - To a I'Tcet a repair on a Wireless Product. the Equipment antit'or Software should be returned to the Harris? factory with a written rtest-r-rplr'nn of the failure Hindi: Out ofwananty repairs apply to rrn}.I equipment arronrsumee whose standard IZ- month warranty has explred. no maintenturce agreement has been purchased and paid for. andi?ur any equipment andfor software damaged in a manner not covered by the r. including rtny defects which occuras identi?ed under I - Equipment and/or So?wart: should not be returned to the Harris? factory without the prior written authorization oi the Han?is. Call I-800-358-5297 to obtain a Return Material Authon'zation (RMA) number. (ii) Support Policy - Harris provides free help desk support throughout the warranty period and maintenance agreement ofpurehuscd Wincless Equrpment and/or Software. Technical support is available during normal-business hours EST. Monday through Friday via the help desk support center at I-800-358-5297. I4. SOFTWARE LICENSE A. Subject to frril payment of the Purchase Pnce by Customer. Hams gritan to Customer 3 (except as expressly provided herein). nonexclusive license to use the Software {so?wul'e. ?nnware. and in connection with use of the Equipment purelrasud hereunder. The ?"1?de With ?f available al the time ol?shipment oI?thc Equipment. Harris is under no obligation to supply updates to the Software except where. or: presst so stalorl in writing B. This license is limited to object code programs and related documentation only and does not apply to any of the conesponding source code or program listings. C. Customer acknowledges that Harris (or its licensor) h'as valuable property rights in the Software. and the So?ware_will continue to be the sole and exclusive preperty of Harris or its licensor. Customer will obtain no title to the Software. All rights in patents. copyrights and bade secrets rn rclalr0n to the So?ware shall continue to be vested in Harris or iLs Iicensor. shall keep the Software con?dential by aI-Ibrding access to the Software only to those of its employees. agents. or conSultaan having a need to know and shall have Such individuals agree in writing to the obligations contained herein. In Customer shall employ reasonable reason: to prevent any unauthorized use. copying. publishing. reproducing. or disclosing of the So?a/arr: and shall treat such with n0! lesser can: than its own confidential information. 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. rnodrty. alter. translate. or adapt the Software or create any derivative thereof. except where expressly stated in writing. b) Customer agrees that rt violation of Agreement would t'atrsr- irreparable injury to Harris or Tut-ti that Itarris or its licensor shall be entitled. in to any right:- atlrl remedies. it may have. at law or in equity. to an injunction and Cust0mcr from doing or continuing to tlo any such act and any other violations or threatened violations ol? U115 Furthermore. Customer agrees that in rams Its should waive any breach uirnry oflhis Agreement. it shall not thereby be deemed to have waived any preceding or succeeding brooch ol lhn? or any other provision or tliir. Agreement IfCustomcr sells or otherwise disposes ofCustomer-owned media on which any Software is fixed. such media must be erased before any salt: or disposal Hams Standard 1 trim and Conditions nfSalc May 300E IS. DISCONTINUED TIME BUY Customer acknowledges that Harris has made no representation about the continued availability of the Equipment and Software listed in the Agreemc Harris reserves the right, in its absolute discretion, with or withom notice, without incurring any liability to Customcr or otherwise, whether in contract tort, to discontinue manufacturing any of the Equipment and Software listed in?llrt: Agreement at any time or from time to'timc. Harris may will its discretion provide Customer with an opportunity In purchase such quantities ofthe Equipment or So?Ware as Customer estimates it may need ("last tit huh"? Wilth mini? (391 this Of WHEE- last time buy rights are limited to products available in Harris? inventory at the time of CustOmer request. l-latris will pmvide services and make spare parts available to Customer fora period ofone I) year alter notice by Hanis to Customer tl?. the Equipment has been discontinued or for a period of ninety {90] days after notice to Customer that the Software has been discontinued. l6. INTELLECTUAL PROPERTY INDEMNIFICATION (I) 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 shall, at its Own expense and at its option. defend or Settle any claim, suit, or proceeding broughl against Customer or any customer ofC ustomcr, based on an allegation that the Equipment furnished under this Agreemet constitutes a direct or a conlributory infringement of any claim ofany United States patent, mask work, copyright or any other intellectual property right. This obligation shall be effective only if Customer shall have made all payments dut: and if Harris is noti?ed ol'said allegation in writing and given authority. in formation, and assistance for the settlement or defense ofsa id claim, suit1 or proceeding. Ham's shall pay all damages and costs assessed in such suitor proceedings. In the event ofa ?nal adjudication by a court that its Equipment or any part thereofin?inges or violates any third party intellectual property right or if the use or salt: thereof is enjoined, or ifthe provisions ofany Agreement prohibit the uSe ofthe product, l-lan-is shall at its sole Option and its own expense, either: Procure for Customer the right to continue using the Equipment or lb) Replace it with a substantially equivalent non-infringing equipment; or Modify it so it becomes non-infringing but substantially equivalent; 01' lfnonr: rrl'tlrc ?bow: is reasonably available, terminate the Customer's right to use the Equipment and return to the Customer a pro-rata portion ofthc price originally mild by Customer to Harris represented by the remaining useful life ofthe Equipment as a percentage ofthe total useful life. The foregoing indemnity does not apply to the following: Infringement by a combination of Equipment furnished under this Agreement with other equipment not furnished hereunder unless Hanis rs a contributory inl'ringer; (2) 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, (4) Any Equipment to be funrr'slted under this Agreement which is to be delivered to the United States Government. The foregoing states the entire liability ofl-Iarris with respect to infringement or violation of third party intellectual property rights in connection with Equipment furnished under this Agreement. (ll) In the event any Equipment to bc Furnished under this Agreement is to be made in accordance with drawings, samples or manufacturing specifications designated by Customer and is not the design of Hanis, Customer agrees to defend, indemnify and hold Harris to the same extent ant subject to the same requirements as set forth in Ham's' indemnification ofCustomer as set fonh in above. I7. TECHNICAL DATA AND INVENTION A. Speci?cally agreed to by Harris and identified and priced in the Agreement as a separate item or items to be delivered by Harris (and in that event, except so identi?ed and priced), the sale of Equipment, Software and Services under the Agreement confer: 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 Han-is? inventions (whether or not patcntable). irrespective of whether any such technical data or invention or any portion thereofarose out of work performed under or in connection with the Agreement, and irrespective of whether Cmtomer has paid or is obligated to pay Harris for any part of the design or development ofthc Equipment. Software or Services. 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 Customer shall not violate Ham's? copyright of documents or So?warc or without Harris? written permission disclose Ham's? confidential or proprietary data to others. l8. EXCUSABLE DELAY A. Harris will be excused From perfonnancc under the Agreement and 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 whether in its sovereign or contractual capacity, judicial action, war, civil disturbance, insurrection, sabotage, act of public enemy or terrorism, labor difficulties, failure or delay in delivery by Harris? suppliers or subcontractors, transportatiOn dif?culties, shortage of energy, materials, labor or equipment, accident, frre, 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. In the event ofan excusable delay, Ham's will make reasonable effons to notify Customer ofthc nature and extent ofsuch delay artd llanis 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 l9. EXPORT AND REE-EX PORT RESTRICTIONS Customer acknowledges that the Equipment and Soltware sold or licensed to it by Harris under this Agreement may be subject to export controls under the laws ofthc 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 ofthc export control laws of the United States or Canada. Customer shall defend, indemnify and hold Harris harmless foam and against any loss. damage, or liability arising out ofCustomcr's failure to comply with this Section The Customershall supply to Ute Harris on a timely basis all necessary rnforrnation and documentation requested by Ham's in order to permit the Harris to export the Equipment, Software andfor Services with respect to any Purchase Order i55ued by the Customer hereunder, in aceordancc with the terms oftlris Agreement Harris WPG Standard I terms and Conditions May 3006 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 m-supply of the Equipment by the Customc may give rise to obligations for Ham's and the Customer under the Environmental Laws r5 hereinalter de?ned. The Customer shall be responsible for II collection, recycling, reuse and diSposal ofthe Equipment in enmpliance with the Environmental Laws. "Environmental Laws" means any law or regulation I any jurisdiction worldwide applicable to the Agreement and _thcse terms and includes but it is not limited to the recycling or treatment of waste couipmcl including the laws implementing the Directive as de?ned hereinafter. Directive" means the EU Directive on Waste Electrical Equipment an shall include any and all national laws and regulations, whether civil. criminal, administrative. in anyjurisrlictinn giving effect to that meaning including. hr limited to, statutes and subordinate legislation, ordinances permits, common law. local laws, judgments, and any notices, directions. inslrurtinns I decisions of any competent authority. Harris may arrange for services, paid for by Customer. Ir:- or dispose of Harris manufactured PmduCE I compliance with the Environmental Laws. The Customer shall indemniw and hold Harris and each of iLs af?liates 71'? '31 tit-?IE. Claim liabilities or damage of any nature incuncd by any of them relating to the collection, recycling, reuse disposal or otherwise arising i. connection with their respective obligations under the Laws, or by reason of any failure. 0r alleged Failure by I obligations under the Environmental Laws. The Customer shall provide Harris with such compliance plans or trlIter documents rtan infoml?lion "1:11 Harris I113 request to enable Harris and its af?liates to verify and prove to any enforcement agency the compliance by the Customer-1nd 0F the respective obligations under this Section and the Environmental Laws. LIMITATION OF LIABILITY CUSTOMER IS EXPRESSLY NOTIFIED THAT UNDER NO CIRCUMSTANCES SHALL HARRIS BE LIABLE FOR (A) ANY SPECIAL. INDIRECT INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY PARTY. INCLUDING THIRD PARTIES, EVEN IF SUCH DAMAGES AR FORESEEABLE, OR (B) LOSS OF REVENUE. LOSS OF PROFITS, LOSS OF BUSINESS OR LOSS OF USE EVEN IF HARRIS HAS BEEN ADVISEI OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION SHALL APPLY TO ANY CLAIM OR CAUSE OF ACTION WHETHER II CONTRACT OR TORT (INCLUDING NEGLIGENCE. STRICT LIABILITY OR BREACH OF WARRANTY). IN NO EVENT SHALL HARRIS LIABILITY TO CUSTOMER OR ANY PARTY CLAIMING THROUGH CUSTOMER EXCEED THE ACTUAL PURCHASE PRICE PAID 8' CUSTOMER FOR ANY EQUIPMENT. SOFTWARE OR SERVICES SUPPLIED HEREUNDER. THIS SECTION SHALL SURVIVE THE TERM OI EXPIRATION OF THIS AGREEMENT. CUSTOMER AGREES TO INDEMNIFY HARRIS AGAINST ALL LOSS OR LIABILITY FROM CLAIMS 8' CUSTOMER OR A THIRD PARTY ARISING OUT OF OR RELATING TO CUSTOMERS INSTALLATION, OPERATION, OR USE OF TH EQUIPMENT OR SOFTWARE. 22. APPLICABLE LAW, VENUE, AND JURISDICTION The Agreement, and any disputes related thereto, shall be governed by and Interpreted. in rrccortluncr: with the laws of the State ol liIWitJlI. LISA. any con?ict of law principles requiring the application of any other law. The parties speci?cally exclude the application United Nations Convention tr Contracts for the lntematitmal Sale of Goods to the Agreement, to the contractual relationship created under the Agreement, iran In the validit: enforcement, and interpretation ofthe Agreement. The parties agree that the venue I'dr any action out nfor related to 5313 II lit I the courts with the appropriate jurisdiction located in Brevard County, Florida, and each party irrevocably to the ol each such Court in an such action and waivr?s any objection it may new or herea?er have to venrrc or personal jurisdiction in each Such cmll?l. "1 related to the dispute or interpretation ofthe Agreement shall be entitled to recover its reasonable attorneys fees incurred in pursuing Ihc action. including thos fees incwred throughout all bankruptcy and appellate proceedings. D. JURY WAIVER CUSTOMER AND HARRIS FURTHER AGREE, TO PERMITTED BY LAW, TO WA IVE ALL RIGHTS TO A TRIAL BY JURY OF ACTION RELATING TO THE DISPUTE OR INTERPRETATION OF THE AGREEMENT, WHETHER SOUNDING IN CONTRACT, TORT. OI OTHERWISE. THE PARTIES SPECIFICALLY ACKNOWLEDGE THAT THIS WAIVER IS MADE KNOWINGLY AND VOLUNTARILY AFTER AI ADEQUATE OPPORTUNITY TO NEGOTIATE ITS TERMS AND THAT SUCH WAIVER IS MATERIAL CONSIDERATION FOR THE SALE ANI PURCHASE HEREBY. 24. OF RISK Each party hereto acknowledges the risks oFits undertakings?hcrcundcr, the uncertainty ofthe bene?ts and obligations hereunder, and its assumptio of such risks and uncertainty. Each party has conducted its own due diligence and requested and reviewed any contracts, business plans, ?nancial document and other written material as in such party's opiniOn shall be the basis of that party?s decision to enter into the Agreement. 25. RELIANCE ON COUNSEL AND OTHER ADVISORS Each party has consulted such legal, ?nancial, technical or other experts it deems necessary or desirable before entering into the Agreement. Each part represents and warrants that it has read, knows, understands and agrees with the terms of the Agreement, and the Agreement shall not bl: again: either party as the draRer. 26. COMPLIANCE WITH APPLICABLE LAWS Customer warraan that Customer shall comply with any and all applicable US federal and state law's, and shall operate in good faith In comply with-ollrur law and regulations and industry best practices. applicable to such party?s performance hereunder, and shall act to correct any Ironcompll?ncc identi?ed. 27. GENERAL PROVISIONS A Publicity. Neither party will, without the prior written consent of the other party: make any news release, public announcement, denial a con?rmation of this Agreement or its Subject matter. or in any manner advertise or publish the {act of this Agreement. Default IICustomer defaults in any of Customer?s obligations hereunder, including, but not limiting to failure to pay all sums when due. Custom: will be liable for all costs to Harris resulting ??om Harris? attempt to enforce iLs rigth hereunder. including, but not limited to collectrorr agency fee: attorney Fees. court costs. etc Harris WPG Slandard Terms and Conditions nl'SaIc May 3000 ORGANIZED CRIME DIVISION 23 July 2010 Technical Services Group a T0: Nicholas J. Roti hiyf . II If." I): Organized Crime Division l- 7 FROM: James R. Washburn Sergeant Organized Crime Division SUBJECT: 1505 Fund Purchase Request Harris ?King Fish? Cellular Telephone Tracking System The R/Sgt. is requesting the purchase of the Har ris Corp. ?King Fish? Cellular Telephone Trackin stem. A equipment 18 $157,300.00, which includes updates, upgrades and training. Elease see the attached justification letter for further information. Since this equipment would be utilized it is requesced that this be considered a one time purchase from the 1505 and 1505ML fund (50% each). It should be noted that this equipment is proprietary in nature. The knowledge of its existence by personnel outside law enforcement could jeopardize the integrity and success of these types of investigations. I J?gj? I. Washhurn B'.geanL Organized Crime Division APPROVED: . Joseph Patterson E?paty Chief Organized Crime Division 92?; Nicholas J. Roti Chief Organized Crime Division 9 ORGANIZED CRIME DIVISION 23 July 2010 Technical Services Group 19 Egg; TO: Nicholas J. Roti Chief ?Wag; .. Organized Crime Division gt?, Joseph Patterson Deputy Chief Organized Crime Division FROM: James R. WaShburn Sergeant Organized Crime Division SUBJECT: Harris ?King Fish? Cellular Telephone Tracking System JUstification Lette Any consideration given this matter would be greatly appreciated. ,/J:mes R. Washburn Sergeant Olganized Crime Division 'l'V-m ORGANIZED CRIME DIVISION ii 22 December 2010 Technical Services Group TO: Nicholas J. Roti E1 Chief QI Organized Crime Division ATTN: Brian Daly Lieutenant Organized Crime Division FROM: James R. Washburn Sergeant Organized Crime Division SUBJECT: 1505 Fund Payment Harris ?King Fish" Payment Inv# INV6779-02738 Attached to this report is an Invoice from Harris Corporation of Melbourne FL. for the purchase of the ?King Fish? cellular phone tracking equipment that will be utilized etter for The total invoice amount 18 wnicn incruoes the King Fish Unit CPD Inv. 187382), Software for all included equipment ($54,300, No Inv. Mini PC Controller CPD 25 Watt PA Kit Inv.#187384) AWS Converter?Conus CPD Amber Jack Antenna CPD is requested that it x' If ?4 James R. Washburn sergeant Organized Crime Division APPROVED: fgnsern Patterson 1/Deputy Chief Orranized Crime Division . a5? [Nicholas J. Roti Chief Organized Crime Division - Invoice Date 1211412'01 Page: 1 HARRIS CORP PRODUCTS GROUP PO. BOX 9800, MS I MELBOURNE, FL 32902-9800 PH: 800-358-5297, FAX: Bill To: Ship To: Chicago Police Bureau of Investigative Services Chicago Police Departmenl James Washburn Attn: Sgt. James Washburn 3340 W. Fillmore Ave 3340 W. Fillmore Ave. james.washburn@chicagopolice. 1-312-746-7922 org Uhlcago lL b'Ub'Z4 Chicago IL 60624 10152 WPGS BESTWAY 21'212011 ORD6779-01635 i i KINGFISH KingFish $27,800.00 $27,800.00 601 Serial Number KingFish CDMA Software Package $18,100.00 $18,100.00 601 Serial Number KingFish GSM Software Package $18,100.00 $18,100.00 501 Serial Number KF-IDEN-SW KingFish EDEN So?ware Package $18,100.00 $18,100.00 601 Serial Number 2014069-1 01 Rugged Mini-PC Controller (GD Go Book) $5,500 00 $5,500 00 601 Serial Number High Powered Fillered 25W PA $11,500 00 $11,500.00 SIN: 1123 Band IV 4 AWS Converter - CONUS $19,800.00 $19,800 00 SIN: 1027 AmberJack Wide Band DF Antenna $38,400 00 $38,400.00 438 Serial Number RemitPaymentTor '7 - . Subtotal $157,100.90 Do all 3.0.00 Misc $0 00' Tax $9.00. FFEH 7 1-0 00 Trade Discount .1000 Purchase Price $107,300.00 ease f8 erenc . MW BUREAU .OF INVESTIGATIVE SERVICES 20 Angust 20] 0 ORGANIZED CRIME DIVISION To: Theodore F. O?Keefe Deputy Superintendent Bureau. of Administrative Services Am: Frank F. Wilson Director Finance Division From: Nicholas Roti Chief Organized Crime Division Subject: Purchase Request King Fish Cellular Telephone Tracking System Forwarded is the approved report to provide $157,300.00 from the 1505 Fund for- the purchase ofa KING FISH Cellular Telephone Tracking System, per attached Contract and Quotation dated May 18, 2010 from Harris Corporation. Kindly initiate the purchasing process in accordance with the Department?s procurement protocol. Thanks. NICHOLAS [1 Chief Organized Crime Divisicin APPROVED: 95.5% STEVE PETERSON Deputy Superintendent Bureau of Investigative Services {:53; m? FINANCE DIVISION 27 September 2010 IN TO: Nicholas J.Roti Chief Organized Crime Division ATTN: Lt. Brian Daly Commanding Officer FROM: James T. Collins Administrative Manager Finance Division SUBJECT: Cellular Tracking System The Finance Division is requesting a check in the amount of $157,300.00 from the 1505 Account for the above referenced project. Attached is the documentation regarding this request. If you haVe any questions or require additional information, please call me on PAX 0510. yea. a. James T. Collins Administrative Manager Finance Division . :1 .. g3. Frian Daly mmanding Officer Organized Crime Division Nicholas J. ROtl a .. Organized Crime Division c, LO thOiCe Date 12/14/2010 Page: 1 HARRIS CORP - WIRELESS PRODUCTS GROUP PO. BOX 9800, MS 1A MELBOURNE, FL 32902-9800 PH: BOO-3586297, FAX: com Invoice Bill To: Ship To: Chicago Police Bureau of Investigative Services James Washburn 3340 W. Fillmore Ave Chicago Police Department Attn: Sgt. James Washburn 3340 W. Fillmore Ave. james.washbum@chicagopolice. org Chicago IL 60624 Sales WPG3 Number Customer ?3 10152 Ordered Sh] KINGFISH 601 KF-CDMA-SW 601 601 E501 2014089-101 601 SIN: 123 1-312-746-7922 Chicago IL 60624 Sh Method BEST Terms Net 30 Des ?on KingFish Serial Number KingFish Software Package Serial Number KingFish GSM Software Package Serial Number KingFish Software Package Serial Number Rugged Mini?PC Controller (GD (30 Book) Serial Number High POWered Filtered 25W PA Kit?800185 Band lV Converter - CONUS SIN: 1027 488 Remit Payment To: Please reference your payme AmberJack Wide Band DF Antenna Serial Number Shi? Date 21212011 5000 Subtotal Misc Tax it Harris 0rd ORD6779-01635 $27,800.00 $18,100.00 $18,100.00 $18,100.00 $5,500.00 $11,500.00 $19,800.00 $38,400.00 Discount Purchase Price $27,800.00 $18,100.00 $18,100.00 $18,100.00 $5,500.00 $11,500.00 $19,800.00 $38,400.00 157 .00 0.00 .00 $0.00 .00 .00 $157,300.00 IS HIP ER 1. SHIPMENT NO. 1. 3. COERACT NUMBERIPD. NUMBER 4. SUPPLEMENTS 8. CHANGE ORDERS or DEPT .- (:Iumemsg 10152 I slur-I'Eom 1. PAW ENT TERMS BTDATE SHIPPED ?13. PAGE or - FEDEX SAVER SEE BELOW PREPAID . I 1 1 ID. INITIATEID BY 11. SHIPMENT AU EN 12. ACCEPTANCE POINT ngfmu comma-mm: JHDNINE {.Inomu Egummus comma FOB DESTINATION HARRIS CORPORATION, GCSD PO. BOX 37 MELBOURNE, FL 32902 15. SHIPPED FROMIIF OTHER. THAN 11.] 16. PAYMENT WILL BE MADE BY HARRIS CORPORATION, GCSD 407 N. JOHN RODES BLVD MELBOURNE, FL 32934 SHIPPED 1H. MARKED FOR CHICAGO POLICE DEPT ATTN: SGT JAMES WASHBURN 3340 W. FILLMORE AVE. RMA: CHICAGO. IL 60624 PHONE: 312?746-7922 FAX: 15. ITEM NO. 20. DESCRIPTION 21. QTY TO SHIP 22. UNIT 0F MEASURE 23. UNIT PRICE Z4. EXTENDED PRICE 001 KINGFISH SIN 601 1 EA $27,800.00 $27,800.00 002 KINGFISH CDMA SW PACKAGE 1 EA $18,100.00 $18,100.00 003 KINGFISH GSM SW PACKAGE 1 EA $18,100.00 $18,100.00 004 KINGFISH IDEN SW PACKAGE 1 EA $18,100.00 $18,100.00 005 2014069?101 GO BOOK 1 EA $5,500.00 $5,500.00 006 SIN 1123 1 EA $1 ,50000 $11,500.00 007 BAND I CONV SIN 1027 1 EA $19,800.00 $19,800.00 008 AJ-W AMBERJACK-W SIN 488 1 EA $38,400.00 $38,400.00 DIMS TRACKING 79418497 2046 1 CTN - 25 22 ?13 421$ - 7941 8497 2127 1 CTN - 25 22 13 @42# - 79418497 2219 1 CTN - 25 25 13 461$ - 7941 8497 2399 79418497 2491 AFTER THE FACT SHIPPER DATED 07 DEC 10 - PARTS WERE SHIPPED AS DATED ABOVE. COUNTRY OF ORIGIN: AES XTN: 25' TOTAL VALUE OF SHIPMENT (USD): AES ITN: EXPORT INFO LICENSE NUMBER: INCO: EXP DATE: LODGED: ENTRY NUMBER: 15. REASON FOR SHIPMENT PWEED BY DATE CONTRACTUAL MM IT. SHIPPING INEFEETQR 28. DIMENSIONS 15. TYPED BY DATE . RUDOLPH my 06-Dec-10 SEE ABOVE rhI 7-Dec?10 31. NUMBER OF PIECES 32.WEIGHT [pounds] 5 CTNS 177# CHOOSE ONE 3:1. NUMBER R1 1 41566 0 9 . [3 ?x?f-E?rf ii! 1? i1. Chicago Police Seoartmerr ?Drgamze?d"Crime [ET/?an DATE: 112412.10 - - 49952?? 1 3340 W. Fillmore Ave. Chicago, IL 60624 Phone: 312-747-7922 Harris Corp - Wireless Products Group p.0. Box 9800 R5-11A Chicago Police Department Melbourne, FL 3340 W. Fillmore Ave. 32902-9800 Chicago, IL 60624 800-358?5297 312-746?7922 ASAP r. . . 999 . 1 2799099 91999.99 King Fish CDMA Software Package 1 10,100.00 18,100.00 99699-99. . .9999 F999 999 Sofware 99999.99.., - 1 99119999 18.119999 999F999999999rtwar9 9.99999 1. . 199199-99, 18.11.9999 2014999199; . ,199mm99-999999999999999 . 1 5.99999 9190990 PA-Kll-E?lf?lys. . 53999919993 95pr +99- . 1 11.99990. 111999-99 . 99.9.9 19-995 . 1 92.99999 19.999299 Amber Jack Wide Band DF Antenna 38,400.00 _l SUBTOTAL All Equipment per quote# QTE6779-02485 Shipping Training Included on Site at Homan Square TOTAL $157,300.00 Sergeant James Washburn #1765 ?ffj Authorized by 04 Nov. 2010 If you haVe any questions about this purchase order, please contact Sgt. James Washburn, 312-746-7922, FAX 312-746-7278 BUREAU OF INVESTIGATIVE SERVICES 20 August 2010 ORGANIZED CRIME DIVISION To: Theodore F. O?Keefe Deputy Superintendent Bureau of Administrative Services Attn.: Frank F. Wilson Director Finance Division From: Nicholas Roti Chief Organized Crime Division Subject: Purchase Request - King Fish Cellular Telephone Tracking System Forwarded is the approved report to provide $157,300.00 from the 1505 Fund for the purchase of a KING FISH Cellular Telephone Tracking System, per attached Contract and. Quotation dated May 18, 2010 from Harris Corporation. Kindly initiate the purchasing process in accordance with the Department?s NICHOLAS Chief Organized Crime Division procurement protocol. Thanks. APPROVED: SmQt: STEVE PETERS ON Deputy Superintendent Bureau of Investigative Services ORGANIZED CRIME DIVISION Technical Services Group 16 August 2010 l?aaii-ii . . m/ TO: Nicholas J. Roti '\#rbcy Chief i=9. i Organized Crime Division I IN FROM: James R. Washburn Sergeant Organized Crime Division SUBJECT: 1505 Fund Purchase Request Harris ?King Fish? Cellular Telephone Tracking System The R/Sgt. is requesting the purchase of the Harris Corp. ?King Fish? Cellular Telephone quote for this equipment. The total cost of this equipment is $157,300.00, which includes updates, upgrades and training. Please see the attached justification letter for further information. Since this it is requested that this be considered a one time purchase from the 1505 and 1505ML fund (50% each). It should be noted that this equipment is proprietary in nature. The knowledge of its existence by personnel outside law enforcement could jeopardize the integrity and success of these types of investigations. gl/ Mia/h" ?amej R. Washburn i?;;eant Organized Crime Division APPROVED: i Joshph Patterson Deputy Chief Organized Crime Division V?ichxlas J. Roti Ch i 17;. Organized Crime Division I. .. ..1. 11.12! in .. I?ll ORGANIZED CRIME DIVISION 16 August 201C Technical Services Group TO: Nicholas J. Roti Chief Organized Crime Division Joseph Patterson Deputy Chief Organized Crime Division FROM: James R. Washburn Sergeant Organized Crime Division SUBJECT: Harris ?King Fish" Cellular Telephone Trackin stem Any consideration given this matter would be greatly appreciated. Organized Crime Division Bill To: Chicago Police Bureau of Investigative Servic Sgt. Jim Washburn james.washburn@ ohicagopoliceorg Chicago, IL 60624 3340 W. Fillmore Ave. Ship To: Quote Date 5111812010 Pane; Quotation Sgt. Jim Washburn james.washburn@ chicagopoliceorg 3340 W. Fillmore Ave. Chicago. IL 60624 urchase Order No. Customer ID Salesnerson ID Shippinq Method Payment Terms Date Ma$ter NO. WPGB Net 30 0/0/0000 3.050 Quantitv Item Number Description UDM Discount Unit Price Ext. Price 1 KINGFISH KingFish EA $27,800.00 $27.800.00 1 KingFish CDMA Software Package EA $18,100.00 $18,100.00 1 KF-GSM-SW KingFish GSM Software Package EA $18,100.00 $18.100.00 1 KingFish Soltware Package EA $18.100.00 $18.100.00 1 2014069401 Rugged Mini-PC Controller (GD Go Book) EA $5500.00 $5500.00 1 High POWered Filtered 25w PA Kit-800135012100 Mi?t EA $11.500.00 $11,500.00 1 Band Iv - Aws Converter - CONUS EA $19.800.00 $19.800.00 1 AJLW AmberJack Wide Band DF Antenna EA $38,400.00 $38.400.00 NOTE $0.00 Delivery will be 90 days ARC) unless otherwise stated. Prices are subject to change. Quotes are valid 180 days from date of issue. Attached Ts&Cs are applicable to all resultant orders. Sgbgotgl $157,300.00 HARRIS CORP WIRELESS PRODUCTS GROUP Approved By: Mic $0.00 PO. BOX 9000. M18 R5-11A Tax $0.00 MELBOURNE. FL 32902?9000 miqht $0.00 PH: 800?358-5297. FAX: Jade Discount $0.00 TotaL $157.300.00 $13 a Io - r- - BUREAU OF INVESTIGATIVE SERVICES 20 August 2010 ORGANIZED CRIME DIVISION To: Theodore F. O?Keefe Deputy Superintendent Bureau of Administrative Services Attn.: Frank F. Wilson Director Finance Division From: Nicholas Roti Chief Organized Crime Division Subject: Purchase Request - King Fish Cellular Telephone Tracking System Forwarded is the approved report to provide $157,300.00 from the 1505 Fund for the purchase of a KING FISH Cellular Telephone Tracking System, per attached Contract and Quotation dated May 18, 2010 from Harris Corporation. Kindly initiate the purchasing process in accordance: with the Depai-tm'ent? s: procurement protocol. Thanks. Chief Organized Crime Division APPROVED: STEVE PETERSON Deputy Superintendent Bureau of Investigative Services =3 .LEJLE ORGANIZED CRIME DIVISION 16 August 2010 Technical Services Group 1? i TO: Nicholas J. Roti $4 \gf; wa 5 Chief ,i Organized Crime Division 'w FROM: James R. Washburn Sergeant Organized Crime Division SUBJECT: 1505 Fund Purchase Request Harris ?King Fish? Cellular Telephone Tracking System The R/Sgt. is requesting the purchase of the Harris Corp. ?King Fish? Cellular Telephone Tracking System. Attac 0 this re ort is a quote for this equipment. The tota equipment is $157,300.00, which includes updates, upgrades and training. Please see the attached justification letter for further information. it is req es he 1505 and ISOSML fUnd (50% each}. It should be noted that this equipment is proprietary in nature. The knowledge of its existence by personnel outside law enforcement could jeopardize the integrity and success of these types of investigations. 1? - Mme-- g?ae. R. Washburn Ser_eant Organized Crime Division Joseph Patterson Deputy Chief Organized Crime Division ,1 Organized Crime Division l? It ORGANIZED CRIME DIVISION 16 August 201C Technical Services Group TO: Nicholas J. Roti Chief Organized Crime Division Joseph Patterson Deputy Chief Organized Crime Division FROM: James R. Washburn Sergeant Organized Crime Division SUBJECT: Harris ?King Fish" Cellular Telephone Tracking System Justification Any consideration given this matter would pe greatly appreciated. ZL/rf/ MM James R. Washburn ?rganized Crime Division uote Date 5/1 8/2010 e: 1 Quotation Bill To: To: Chicago Police Bureau of Investigative Servic Sgt. ,Jim Washburn Sgt. Jim Washburn james.washburn@ james.washburn@ chicagopoliceorg chicagopoliceorg Chicago, IL 60624 3340 W. Fillmore Ave. 3340 W. Fillmore Ave. Chicago, IL 60624 Purchase Order No. Customec ID I on in Shipping Method i . WPG3 Net 30 0/0/0000 3,050 MMNumber Description Discount Unit Price Ext. Price 1 KING-FISH KingFish EA $27,800.00 $27,800.00 1 KingFish CDMA Software Package EA $18,100.00 $18.100.00 1 KF-GSM-SW KingFish GSM Software Package EA $18,100.00 $18,100.00 1 KingFish Software Package EA $18,100.00 $18,100.00 1 2014069-101 Rugged Mini-PC Controller (GD Go Book) EA $5,500.00 $5,500.00 1 High Powered Filtered 25W PA Kit-800185012100 MH EA $11,500.00 $11,500.00 1 Band IV - AWS Converter- CONUS EA $19,800.00 $19.800.00 1 AJ-W AmberJack Wide Band DF Antenna EA $38,400.00 $38,400.00 NOTE $0.00 Delivery will be 90 days ARC unless otherwise stated Prices are subject t0 change. Quotes are valid 180 days from date of issue. Attached Ts&Cs are applicable to all resultant orders. .m $157,300.00 HARRIS CORP - WIRELESS PRODUCTS GROUP Approved By; Mia?; $000 PO. BOX 9800. IWS R5-11A Tax $0.00 MELBOURNE, FL 32902-9800 Ergiam $0.00 PH: 800-358-5297, FAX: Trade Discount $0.00 $157,300.00 . Corp oration Government Communication Systems Division Terms and Conditions of Sale For Wireless Equipment, Software and Services I. In addition to the terms de?ned elsewhere the Following terms used herein have the Following meanings: A. ?Agreement? means the instrument such as a Purchase Order. or other such designation which these terms and conditions of'salc Fur Wireless Equipment. Software and Services are incorporated. all as acknowledged by Harris on its standard acknowledgement Form; 8. "Customer" means the purchascrol'liquipment. So?ware. or Services from llarn's; C. ?Date 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 hardware, including componean. and excludes any Sollware or Services; E. larris? means Harris Corporation. acting through its Government (?ommunieations Systems Division; F. "Maintenance Agreement? means a separate agreement for maintenance of the items procured hereunder: such services are not included in this Agreement G. "Purchase Order? means the Customer?s purchase order as acknowledged by Harris on its standard acknowledgement form: ll. ?Purchase Price" means the purchase price as identi?ed in the Purchase Order. I. "Quote" means the price quotation of llan?is itemizng the purchase price and includes all exhibits to within such Quote. including but not limited to the technical proposal. technical speci?cations. scope ol?work. schedule. the Agreement and any maintenance agreement speci?cally included in the purchase price: J. ?Services? means. training. maintenance support. or other servicus to be provided to Customer as part ol? the Agreement: K. ?So?warc? means sol?tware and ?rmware. including all copies provided to Customer. 2. VALIDITY Prices quoted are binding upon Han-is l'or30 days ?'om the date ol?Quote. At expiration. Harris reserves the right to adjust its prices or extend the validity period. 3. ACCEPTANCE MODIFICATION OFTERMS. This Agreement constitutes Customer?s acceptance of. liarris' NEW and such acceptance is expressly. made conditional on Customer's assent to- the terms and-.- condi'tions contained: in this Agreement. The Agreement will be deemed accepted by Customer upon the ?rst to occurti) Customer?s issuance of the Purchase Order; or (ii) llanis? 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 Ii'om Customer that in any way di?ers From or adds to the Agreement. irrespective of whether or not Harris seasonath objects thereto. will be binding upon Harris unless such different or additional tenns arc incomoratcd into a writing signed by both Han-is and Customer. making express reference to the Agmement. 4. All prices are exclusive ol? all sales. use. excise. and other taxes. duties. or charges. Unless evidence ol'tax exempt status is provided by Customer. Customer will pay. or upon receipt of invoice from Han?is. will reimburse Harris within a reasonable time alter receipt ol? notification for. all such taxes or charges levied or imposed on Customer. orrcquircd to be collected by Harris as a result ol'this transaction or any part thereof. Except as otherwise provided herein. change and/or cancellation ol? a Purchase Order in whole or in part by Customer will be effective only with speci?c written approval of larris and may be subject to Harris' reasonable change andfor cancellation charges. in o. DELIVERY Harris shall have the right to make. and Customer agrees to accept. shipments in more than one lot. and For each lot shall be due accordingly, 7. FREIGHT CHARGES AND TRANSPORTATION INSURANCE Unless otherwise stated in the Agreement. all prices and are Destination and are inclusive ol? freight charges. 8. TITLE AND RISK OF LOSS Title to and risk ofloss and So?ware media sold under the Agreement shall pass to Customer at the Destination Hams WPU Standard 1 enns and Conditions Sale May letlb 9. PAYMENT TERMS A Payment for an rnvorcc is due within thirty (30) days From the date of the invoice. Late payment shall he accrued interest at either the lower ol'nnc at per month or the highest rate aIIOwed by law. to the outstanding balance due Domestic Purchase Orders (not including Maintenance Agreements) are for shipments of Equipment. Software and/or Services to be delivered Services to be performed within the continental United States and Canada. Han-is will submit an invoice within .10 days ol'tlre Date ofAcceptan- of an individual delivery oquuipment. Software or performance ot'Serviccs as identi?ed in the Purchase Orders (ii) Domestic Purchase Orders for Maintenance Agreements require Full payment of the Purchase Price prior to the start of the term ofthe Maintenanr Agreement or Harris' obligation to perform. International Purchase Orders are for shipments of Equipment. Software andtior Services to be performed outside the continental United States ar Canada. Harris will submit an invoice after it has receipt of an approved export license; l-Ianis will not ship any Equipmen Software nor perform any Services under the Purchase Order until it receiver. full payment of the Purchase Price ofthe Purchase Order. 10. ANNUAL MAINTENANCE AGREEM ENT Upon expiration of'wan?anty period. Customer can execute a separate maintenance agreement with Harris for Equipment and/0r Software. Such maintenance agreements are available fora percentage oi'lhe original Purchase Prices of the Equipment and/or Software. Annual maintenance agreements include: A. Customer telephone support during normal business hOurs (Monday through Friday. Eastern Stande Time). Additional twelve (l2) month warranty on Equipment. with respect to the Equipment Maintenance Agreement. For Software maintenance agreements it includes noti?cation ofand free access to Software upgrades as de?ned in the maintenance agreement. ll. EQUIPMENT RETURN POLICY A. Equipment Damaged in Shipment. Upon receipt of shipments. Customer must open and inspect all boxes immediately for possible Freight damage I damage is found. Customer must notify the delivering carrier within 48 hours and request an inspection. After notifying the freight carrier. Customc shall contact Harris for ftuiher instructions. Damaged Equipment shall not be returned without Han?is? prior authorization. B. Items Shipped in Error. lfthe Equipment Customer receives is not what the Customer ordered. Customer will notify the Harris responsible fo the ful?llment ofthe Purchase Order. Customer agrees not to discard packing material. Harris will issue a return authorization. C. Defective Ifthe Equipment Customer receives is defective. it is covered under the Ilanis or manufacturer?s standard equipment wananty Upon discovery of'a warranty problem. Customer must Contact the Han-is for warranty support. Customer agrees not to return the Equipmcn until a service representative has issued a return authorization. including a form Customer must ?ll out describing the nature cfthe Equipment defect. D. Other Reasons. lf' Customer needs to return Equipment For other rcaSOns. Customer must contact Han-is for a return autlmrization. l-larris' customer service representative will require a clear statement of the reason for the return request. Upon approval of Customer?s request. a return authorizatio" will be issued. Customer agrees not to retum any Equipment without a return authorization. Equipment being returned is subject to restocking and other charges. CUSTOM MANUFACTURED OR SPECIAL ORDER ITEMS ARE NOT RETURNABLE. E. Upon Receipt ofa Return Authorization. Return authorization numbers must appearon each individual package being. returned: Customer isiresponsiblc for'in-surirtg' the return for- th?e full' invoice amount: and' all shipping costs. Harris may refuse shipments of Equipment returned without rclum authorization numbers. All Equipment being retumed for credit must he returned in a timely manner and in good condition. Harris will inspect all Equipment returned If there is damage. wear and tear. or if there are missing components or accessories, Harris may charge Customer for repair/re?rrbishment. l2. LIMITED WARRANTY I A. Harris warrants the Equipment and So?warr: ordered hereunder as of the Date of Acceptance to be substantially free From defects in material and workmanship. Han?is? liability under this Limited Wananty shall commence on the Date of Acceptance oF the individual item of Equipment and Software and terminate l2 months thereafter. Written notice of any defects shall be given to Hanris upon disctwery and Ham's shall correct Such defects by repair or replacement. at its option. without charge. either FOB Harris' plant or service in the field Han-is uses new and reconditioned parts to satisfy warranty repairs and replacements under the terms of this warranty. Defective articles shall not be retunted to the Harris? factory without the prior written authorization of the Harris. Call l-800-358-5297 to obtain a Return Material Authorization (RMA) number. Harris shall have the right of ?nal determinatiOn as to the existence and cause ofany claimed defect. Speci?cally excluded From the terms of this Limited Warranty are any defects which oceur us a result of: Acts ofGod (ii) Physical impact. crash or foreign object damage. Improper maintenance. storage. modi?catiOn or alteration by the Customer or its Customer (iv) The Customer?s or its Customer operation of the items delivered under this Agreement with any accessory. equipment or part not Speci?cally appmved by the Harris unless the Customer furnishes clear and convincing evidence that such accessory. or part was not a cause of the defect. (V) NOWEI wear and 1681' (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 or detrimental exposure or negligence: Defects causod by improper storage. use. installation or maintenance; Note: Ham's is not responsible under this provision for defects with respect to items not provided by Hanis or its subcontractors. Hams WPG Standard Terms and Conditions ofSale May 2006 ti I?m PIHIJMQH 0? r?l' ?nd Eul'lwnr'r' media. :1 delcul Ir: delimd in a I'ar'ILu-u ol'arry rtrIrI It? l'l?n'tf- ?ml 15 In rrnautlrurracrl or alteration ol L'.tll'l: operation. maintenance or handling. it whiten clan-rt ofrlefenr must include a dc feet with rletarlerl Information. will enable to identity the deli: and IIS probable cause. Components claims in he rlefecuvc must Ijr; tt'rr'nlI?dIJIe In Hartrs rnr- impaction and tmr. r. rlL'feEtn-e or parts are to be returned without ?rst racer-rung written neuron-ration and Instructions from Han-1.1 clearance It all par Ls rank: the warranty or otherwrse will he Customer's sole responsibility C. CLAIMS UNDER ANY OF Tl IE FOREGOING WARRANTIES ARE WAIVED UNLESS MADE WITHIN THE EQUIPMENT WARRANT PERIOD. IN THE FARE OF EQUIPMENT, OR WITHIN THE SOFTWARE WARRANTY PERIOD. IN Tle CASE OF SIJFTWARI MEDIA. NO PERSON 15} AUTIIORILED TO GIVE ANY OTHER WARRANTIES OR TO ASSUME ANY OTHER LIABILITIES OI BEHALF. UNLESS MADE OR ASSUMED IN WRITING BY A DULY AUTHORIZED REPRESENTA l'lVlZ OF HARRIS I) FOR BREACH OF ANY OR ALL WARRANTIES FOR EQUIPMENT. SOFTWARE MEDIA. SERVICES ANI LICENSED HARRIS PROGRAMS IS EXPRESSLY LIMITED TO THE REPAIR. REPLACEMENT. OR REFUND OF THE PURCIIASI PRICE OF SUCH DEFECTIVE EQUIPMENT OR SOFTWARE. LESS A REASONABLE CHARGE FOR USE AND IN NO FVENT WILI HARRIS OR ITS LICENEORS BE LIABLE FOR ANY INDIRECT. SPEEIAL. PUNITIVE DR CONSEQUENTIAI DAMAGES REASON OF ANY OF WARRANTY OR DEFECT IN MATERIALS OR HARRIS WILI NOT BE REQUIRED TO REPAIR. REPLACE. OR REFUND THE PURCHASE PRIFE OF EQUIPMENT OR SOFTWARE WHICH HAVE- BEEN SLIEJECTED TO NEGLECT. ACCIDENT. OR IMPROPER USE. OR BEEN OTHER THAN FIN AUTHORIZED HARRIS PERSONNEL, THIS LIMITED WARRANTY SOLE AND EXCLUSIVE LIABILITY HEREUNDER AND SOLE AND EXCLUSIVE REMEDY FOR DEFEFTIVE DR NDNACONFORMING EQUIPMENT. SER VICES. AND SOFTWARE. FOREGOING WARRANTIES ARE IN LIEU OF ALL OTHER WARRANTIES AS TO WHETHER ORAL. WRITTEN EXPRESS. IED, OR STATUTORY. INCLUDING. BUT NOT LIMITED TO. ANY IMPLIED OR CONDITION OF MERE.IHANTABII..ITY. ANY IMPLIED WARRANTY OR CONDITION OF FITNESS FOR A PARTICULAR PURPOSE. OR ANY WARRANTY OR CONDITION ARISING OUT OF COURSE OF DEALING. COURSE OF OR USAGE OF TRADE. CUSTOMER AGREES THAT NO CIRCUMSTANCE EAUSING CUSTOMER EXCLUSIVE AND LIMITED REMEDIES TO FAIL EN THEIR ESSENTIAL PURPOSE SHALL INCREASE OR EXTEND ANY HARRIS WARRANTY. THE TOTAL LIABILITY OF HARRIS AND ITS UNDER THIS WARRANTY SHALL IN ANY EVENT BE SUBJEFT TO THE LIMITATIONS IN THIS I3. REPAIRS To repair any Wireless products after the I2 month warranty has expired. call 1-800-358-5297 to obtain a Maternal Authorization (RMAI number and an estimated cost for repair. Policy - To affect a rcpau 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 wananty repairs apply to any equipment and/or software whom: standard IZ- month warranty has expired. no agreement has hem-r purchased and paid for. and/or any equipment and/or software damaged in a manner not covered by the 51:111de warranty. including any defects which occur as identi?ed under I above. Equipment and/0r Software should not be retumed to the Harris.? factory without: the prior written authorization: of the Harris. Call to obtain a Return- Material Authorization (RMA) number (ii) Support Policy - Harris provides free help desk support throughout the wananty period and maintenance agreement ofpurchused Wireless Equipment andlor Soltware. Technical support is available during normal business hours EST. Monday through Friday via the help desk supper-I center at l-800-358-5297. l4. SOFTWARE LICENSE A. In full payment of the Purchase Price lry Customer. Harris grants to Customer a. nonU?ansfer'able (except as expressly provided herein). nonexclusive ?canes to use the Software (software. ?rmware. and documentation} in connection with use ofthe Equipment purchased hereunder. The Software furnished with the Equipment slraJI?hc of Lin: latest generation at the time of shipment of the Equipment. Harris is under no obligation updates to the Software except where expressly so stated in writing. This license is limited to object code programs and related documentation only and does not apply to any of'thc cenesponding soume 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 or its licensor. Customer will obtain no title to the Software All rights in patents. copyrights and trade secrets relation to the Software shall continue to be vested in Harris or its licensor. t' ustunrer $l1lJIl kc: the Software conl'rrlenlial by affording access to the Software only to those of its employees. agents. or consultants having a need to know and 5 tall have ruclr individuals agree in writing to the obligations contained herein. In addition. Customer shall employ reasonable measures to prevent any unauthorized use. copying. publishing. reproducing. or disclosing of the Software and shall treat such with nor lesser curt Ihnn ILE Own confidential 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. translate. or adapt the Software or create any derivative thereof. except where expressly stated in writing. Customer agrees that a violariun of Ilits Agreement wurrkl cause inoperable injury to Harris or its linensor. and that in liccnsor Shall be in addition In any other rights and it may have. at law or In equiry. to an injunction enjoining and restraining Customer from doing or continuing to do any such act and any other violations er threatened violations of this Agreement Furthermore. Customer agrees that if Harris or ll5 Iicensor should waive any breach ofarry provision ni?lhrs Agreement. it shall not thereby he deemed to have waived any preceding or succeeding breach oflhe same or any other provlslon of Agreement. IfCustomcr sells or otherwise drSposes of Customer-owned media on which any Software is fixed. such media must be erased hef0rc any sale or disposal Hams Standard 1 am: and Conditions nfSalc May lililtr IS. DISCONTINUED TIME BUY (."ustorner acknowledges that made no ailimn the continued itvnilttlii'liiy nt'iht' linuipmcni :iutl r?initial-are listed in Agicemei reservcs the right. In its absolute discretion. with or witliriut notice. without incurring any liability to ("idiom-ct oi utliciwisc. whether in contract IBM. to discontinue mini-factiimti; nrselimit anyril?thc liriuipinurit.itnd Saltwarc listed in ?it hgmumenlal any time or limit time in time. Harris may with IE discretion provide Customer With an opportunity In lturtllil?t'sucl?i quantities rtl'rlie Equipment or Suttware as Customer estimates it may need buy") within thirty t'itl] days or ounce Customer?s last buy tights aic limited to products availahlc in Harris" inventory at the time of request. Harris will provide warranty selvices and main: spare parLs available to Customer fora period rifnne it your alter notice by Harris to ill the Equipment has lteen discontinued or fora period ofnrriety [90] days a?cr notice to Customer that the Su?ware has been discontinued. 16. INTELLECTUAL PROPERTY INDEMNIFICATION Ill ['1th (Wt-"m any Equipment to he Funn'shetl tutdei this Agreement is not to be made in accordance with drawing-t. samples or manufacturing specti'ictitions designated by Customer. but rather is the design nl?linm?s, Harris agrees that it shall, in its own expedite and at its option. delimd or settle any claim. suit. or proceeding brought against Customcrni' any customer ofCustomei. based on an allegation that the Equipment furnished under this Agreeiricr constitutes a direct nra contributory ol'sny claim of any United States patent. mast?: work. copyright 0: any other intellectual property right This oliligrition shrill be effective only ifftuttomershall hove payments 'lItL?t'I due and it?liums IS notified ol'said allegation in writing and given authority. information. and assistance for the settlement or ofsaitl claim. suit. or proceeding. Han-is shall pay all damages and costs assessed in such suit or proceedings lo the event ol'a ?nal by a court that its Ennipmeni or any part or violates any third party intellectual property right or iitlii: use or thereof is ant'JIllC-d. if the provisions ol'any negotiated settlement Agreement prohibit the use nfthe product. Harris shall at its sole option and its own expense, either.- for Customer the right to continue ustng the Equipment or fteplac: it with a equivalent non-infringing equipment; or Modify it so il becomes non- infringing hut substantially equivalent.- or {cl} lfnone ofthe above is reasonably available. terminate the Cusloinerls right to use the Equipment and return to the Customer :1 protrata portion ol'tht: price- originally paid by Customer to Harris by the remaining useful life uftlie Equipment as a percentage ofthc total useful life. The foregoing indemnity does not apply to the following: (I) ln?'tngement by a combination oquuipment furnished under this Agreement with other equipment not furnished hereunder unless Harris l.'i a ennuibulory nth-Inger. resulting from changes or modi?cations made to or ?'om the Equipment hy the Customer. Any settlements of: claim. suit. or proceeding made without Harris? written consent; and. Arty Equipment to be furnished under this Agreement which is to be delivered to the United States Government. The foregoing. states the entire liability of Harris with respect to infringement or violation ofthird party intellectual property rights in connection with Equipment Furnished Under this (II) In the event any Equipment to be ?tmished under this Agreement is to be made in accordance with drawings. samples or manufacturing speci?cations designated by ICustomer and is not the design ofHam's. Customer agrees to defend. indemnify and hold Harris harmless to the same extent our subject to the same requirements as set forth in Harris? indemni?cation ofC?ustomcr as set forth in above. 17. TECHNICAL DATA AND INVENTION it Unless agreed to by l-larris and identified and priced in the Agreement as a separate item or items to he delivered by Home {and in that event. except an identi?ed and prison]. the sale of Software and Services under the Agreement confers on Customer no right ll'l. license under. access to. or entitlement uFaiiy kind to any of Hams? technical data including, but not limited in design. nine-ass Ictliltulngy. SUIIWE and mwln??i 01? In any of Hnn'i's' inventions {whether or not patcrtiahle). irrespective of whether any such technical data or invention or any portion theme-films: out of work performed under or in connection with the Agreement. and irrespective of whether Customer has paid or is obligated to pay Harris forariy part of the design ordcvel'upmerii oftlie Equipment. Software or 8. 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 shall not violate Hurris? copyright of documents or Software or without Harn's? written permission disclose Harris' confidential or proprietary data to others. I3. EXCUSABLE DELAY will be excused From performance under the Agreement and not he lia?ule Io Custoirier for delay in perl'oi-ii-ianci: attributable tit whole or in part to any cause beyond its reasonable-control. including. but non limited to. actions or inaction-is of government whether in its sovereign or contractual capacity.pidieial action. war. civil disturbance. insui-icctioti. sabotage. act of public enemy or terrorism. tlil?l'ieutiies. failure or delay delivery liy Harris' suppliers or subcontractors. transportation itill?iciilties. shortage ofenergy. materials. labor or equipment. accident. ?re. ?ood. sintm or other not of nature. Customer?s Fault or negligence or where compliance with any applicable environmental law or regulation liy Harris Is not reasonably technologically orecortomictilly lhasible. or would otherwise require Harris to change 1L5 manufacturing process. B. in the event ofan excusable delay. Ham's will make reasonable efforts to notify Customer ofthc nature and extent ofsuch delay and (I) I'lttn?is 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. l-ltirn's will be entitled to an equitable adjustment in price under the Agreement. 19. EXPORT REE-EXPORT RESTRICTIONS Customer acknowledges that the Equipment and Stillwu?! sold in licensed to it by Harris under this Agreement may be subjeL?J. to mifml'i controls under the laws of the Urined States or [intrude Customer will not export oi rte-export the Equipment or Software. technology. or products manufactured from the technology that art: the subject of the Agreement in violation oi'tiie export control laws of the United States or Canada. Customer shall defend. indemnify anti linltl Harris harmless from and against any loss. tonnage. or liability arising out offustomcr?s failure to comply with this Section. The Customer shall supply in nu: list-its on ll. timely basis all necessary information and accumulation lei-quested Ity Harris in ortler to permit the Han-is to expoit the Ijriinpmeni. Sullware aiirltrii S?l?viccei with iespeCi to any Purchase Ordei issued by the ("returner hereunder. in accordance with the terms of this AgreeinunL Harris WPG Standard 1 and Conditions ofSal: May 1006 20. COMPLIANCE WITH WASTE RECYCLING LAWS Customer acknowledges and agrees that the supply ofthe Equipment by l-Ianis 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 the Environmental Laws as hereinafter de?ned. The Customer shall be responsible for th collection. recycling. reuse and disposal ofthc Equipment in compliance with the Environmental Laws. ?Environmental Laws" means any law or regulation i any jurisdiction worldwide applicable to the Agreement and these terms and includes but it is not limited to the recycling or treatment of waste equipmcr including the laws implementing the Directive as de?ned hereinafter Directive? means the EU Directive on Waste Electrical an shall include any and all national laws and regulations. whether civil. criminal. administrative. in any jurisdiction giving effect to that meaning including. b1 limited to. statutes and subordinate legislation. ordinances permits. common law. local laws.judgntents. and any notices. orders. directions. instructions decisions of any competent authority. Harris may arrange for services. paid for by Customer. to recycle or of Harris manufactured products I complianCe with the Environmental Laws. The Customer shall indemnify and hold Harris and each ofits af?liates against all expenses. costs. claim: liabilities or damage of any nature incurred by any oF them relating to the collection. recycling. reuse and diSposaI of any Equipment or otherwise arising i connection with their respective obligations under the Environmental Laws. or by reason of any failure or alleged failure by the Customer to comply with it obligations under the Environmental Laws. The Customer shall provide Harris with such compliance plans or other documents and inFomration that Ham's ma reasonably request to enable Han-is and its af?liates to verify and prove to any enforcement agency the compliance by the Customer and Harris of ther respective obligations under this Section and the Environmental Laws. LIMITATION OF LIABILITY CUSTOMER IS EXPRESSLY NOTIFIED THAT UNDER NO CIRCUMSTANCES SHALL HARRIS BE LIABLE FOR (A) ANY SPECIAL. INDIRECT INCIDENTAL. PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY PARTY, INCLUDING THIRD PARTIES. EVEN IF SUCH DAMAGES ARI FORESEEABLE. OR (B) LOSS OF REVENUE. LOSS OF PROFITS. LOSS OF BUSINESS OR LOSS OF USE EVEN IF HARRIS HAS BEEN ADVISEI OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION SHALL APPLY TO ANY CLAIM OR CAUSE OF ACTION WHETHER ll CONTRACT OR TORT (INCLUDING NEGLIGENCE. STRICT LIABILITY OR BREACH OF WARRANTY). IN NO EVENT SHALL HARRIS LIABILIW TO CUSTOMER OR ANY PARTY CLAIMING THROUGH CUSTOMER EXCEED THE ACTUAL PURCHASE PRICE PAID 8? CUSTOMER FOR ANY EQUIPMENT. SOFTWARE OR SERVICES SUPPLIED HEREUNDER. THIS SECTION SHALL SURVIVE THE TERM OI EXPIRATION OF THIS AGREEMENT. CUSTOMER AGREES TO INDEMNIFY HARRIS AGAINST ALL LOSS OR LIABILITY FROM CLAIMS 3? CUSTOMER OR A THIRD PARTY ARISING OUT OF OR RELATING TO INSTALLATION. OPERATION. OR USE OF THI EQUIPMENT OR SOFTWARE. 22. APPLICABLE LAW. VENUE. AND JURISDICTION The Agreement. and any disputes related thereto. shall be governed by and interpreted in accordance with the laws ol'tlre State of Florida. USA. regardless any con?ict ol?law principles requiring the application of any other law. The parties speci?cally exclude the application ol'thc United Natitms Convention 0 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 ofthe Agreement. The parties agree that the exclusive venue For any action arising out ol'or related to the Agreement shall be i the courts with the appropriate jurisdiction located in Brevard County. Florida. and each party irrevocany submits to the jurisdiction of each such court in an 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 actio related to the dispute or interpretation ofthe Agreement shall be entitled to recover its reasonable attorneys fees ineutrcd in pursuing the action. including thos 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 ACTION RELATING TO THE DISPUTE OR INTERPRETATION OF THE AGREEMENT. WHETHER SOUNDING IN CONTRACT. TORT. OI OTHERWISE THE PARTIES SPECIFICALLY ACKNOWLEDGE THAT THIS WAIVER IS MADE KNOWINGLY AND VOLUNTARILY AFTER Al ADEQUATE OPPORTUNITY TO NEGOTIATE ITS TERMS AND THAT WAIVER IS MATERIAL CONSIDERATION FOR THE SALE ANI PURCHASE HEREBY. 24. ASSUMPTION OF RISK Each party hereto acknowledges the risks oFits undertakings hereunder. the uncertainty ofthe bene?ts and obligations hereunder. and its assumptiO' of5uch risks and uncertainty. Each party has conducted its Own due diligence and requested and reviewed any contracts. business plans. ?nancm' (Incumcnl and other Mitten material as in such party?s opinion shall be the basis ofthat party?s decision to enter into the Agreement. 25. RELIANCE ON COUNSEL AND OTHER ADVISORS Each party has consulted such legal. ?nancial. technical or other experts it deems necessary or desirable before entering into the Agreement. Each part represents and warrants that it has read, knows. understands and agrees with the terms or the Agreement and the Agreement shall not be construed agarns either party as the dr'altcr. 26. COMPLIANCE WITH APPLICABLE LAWS Customer warraan that Customer shall comply with any and all applicable US federal and state laws. and shall operate in good faith to comply with other law and regulations and industry best practices. applicable to such party?s performance hereunder. and shall act to correct any noncompliance one identi?ed . 2'7. GENERAL PROVISIONS A Publicity. Neither party will. without the prior written consent of the other party: make any news release. public announcement. denial con?rmation of this Agreement or its subject matter. or in any manner advertise or publish the Fact of this Agreement. B. Default. IfCustomer defaults in any of Customer's obligations hereunder. including, but not limiting to failure to pay all sums when due. Custome will be liable For all costs to Hamis resulting From Harris? attempt to enforce its rights hereunder. including. but not limited to collection agency fees attorney fees. court costs. etc. Ham's WPG Standard Terms and Conditions May 2006 Quote Date 4/26/2010 Page: 1 I ,5 Quotation .1: L. 41? 2. 1.915.151; m- Lyn-4"" rig-:1] ailsll"1r"'"'r Bill To: .1 if Ship To: Chicago Police Bureau of Investigative Servic Attn: Denise Elmazi Sgt. Jim Washburn Sayers as Agent for james.washburn@ Technology Finance LLC chicagopoliceorg Mt. Prospect IL 60056 3340 W. Fillmore Ave. 1150 Feehanville Drive Chicago, IL 60624 Purchase Order No. Customer lD Salesperson ID Shippino Method Panent Terms RecLShin Date Master WPGB Net 30 0/0/0000 3,0 Quantitv Item Number Description UDM Discount Unit Prige Ext. Price 1 KINGFISH KingFish EA $27,800.00 $27,800. 1 KingFish CDMA Software Package EA $18.100.00 $18,100. 1 KingFish GSM Software Package EA $18,100.00 $18,100.! -: KF-IDEN-SW KingFish Software Package EA $18,100.00 $101001 ?1 2014069-101 Rugged Mini?PC Controller (GD Go Book) EA $5,500.00 $5.500.l 1 High Powered Filtered 25W PA Kit-800185012100 MH EA $11,500.00 $11.500.( ?1 Band lV - AWS Converter CONUS EA $19,800.00 $19,800.( 1 AJ-W AmberJack Wide Band DF Antenna EA $38,400.00 $38,400.( NOTE $01 Delivery will be 90 days unless otherwise stated. Prices are subject t0 change. Quotes are valid 180 days from date of issue. Attached Ts&Cs are applicable to all resultant orders. 1. a; x" If 7 fr. Ilv- In?! fir-gm: in." 1' 93% 3515?,3000 CORP - WIRELESS PRODUCTS GROUP Approved By: mm; $0.0 PO. BOX 9800. MB R5-11A lax MELBOURNE. FL 32902-9800 Freiqm PH: 800?358?5297, FAX: Trade Discount $0.01 Total ORGANIZED CRIME DIVISION Technical Services Group TO: 23 July 2010 Nicholas J. Roti 7 i??F Chief 5 'x fr} Organized Crime DiViSion :lhq FROM: James R. Washburn Sergeant Organized Crime Division SUBJECT: 1505 Fund Purchase Request Harris ?King Fish" Cellular Telephone Tracking System The is requesting Fi sh? Cellular 3 equipment is $157,300. Since this proprietary in nature. uAl-J.? US law enforcement could of investigations. AP RGVED: - fhseih Patterson keputy Chief Organized Crime Division Nicholas J. Roti Chief Organized Crime Division the purchase of the Harris Telephone Trackinr U, .. Please see the attached justi 50% each}. Corp. ?King u: inc es updates, upgrades and training. fication letter for further information. it is purchase from the 1505 and It should be noted that this equipment is The knowledge of its existence by personnel outside eopardize the integrity and success of these types [Me/w J?mis R. Washburn S;.geant Organized Crime Division puuoluclcu :1 one time 7 {Eu pg; git-11$ 31.13 ORGANIZED CRIME DIVISION 23 July 2010 Technical Services Group ?5 '1 6 TO: Nicholas J. Roti I Chief my." Organized Crime Division a LN Joseph Patterson Deputy Chief Organized Crime Division FROM: James R. Washburn Sergeant Organized Crime Division SUBJECT: Harris ?King Fish? Cellular Telephone Tracking System Justification Letter. ?ny conSioeration given this matter would be greatly appreciated. mes R. Washburn Sergeant Ogganized Crime Division ORGANIZED CRIME DIVISION -H. 22 December 2010 Technical Services Group TO: Nicholas J. Roti F: Chief ?g Organized Crime Division ATTN: Brian Daly Lieutenant Organized Crime Division FROM: James R. Washburn Sergeant organized Crime Division SUBJECT: 1505 Fund Payment Harris ?King Fish" Payment Inv# INV6779-02738 Attached to this report is an Invoice from Harris Corporation of Melbourne FL. for the purchase of the ?King Fish? cellular phone tracking equipment that will be utilized by the Tech Lab. The approval letter this ui ment is also at a ihVOice amoun which includes the King Fish Unit CPD Inv. 187382), Software for all included equipment ($54,300, No Inv. Mini PC Controller CPD 25 Watt PA Kit Inv.#187384) AWS Converter?Conus CPD Amber Jack Antenna CPD ized in both is requested that it paid for by 1505 funds and 1505ML funds 1 1" .r a, 1i i/ J?ues R. Washburn Sergeant Organized Crime Division APPROVED: ?osegu Deputy Chief Orianized Crime Division .icholas J. Roti Chief Organized Crime Division Page: 1 - . Invoice 30 Date 120 4/2010 HARRIS CORP - WIRELESS PRODUCTS GROUP PO BOX 9800, MS R5-11A I MELBOURNE. FL 32902-9800 PH: 800?358-5297, FAX: com am To: Ship To: Chicago Police Bureau of Investigative Services Chicago Police Department James Washburn Attn: Sgt. James Washburn 3340 W. Fillmore Ave 3340 W. Fillmore Ave. james.washburn@chicagopolice. 1-312-745-7922 org unicago IL 50624 Chicago lL 60624 _o 10152 CPB-CHGIL-001 WPG3 BEST WAY 21212011 ORD6779-01635 KINGFISH KingFish $27,800.00 $27,800.00 501 Serial Number KF-CDMA-SW KingFish CDMA Software Package $18,100.00 $18,100.00 601 Serial Number KingFish GSM Software Package $18,100.00 $18,100.00 601 Serial Number KingFish Software Package $18,100.00 $18,100.00 601 Serial Number 2014069-101 Rugged Mini-PC Controller (GD Go Book) $5,500.00 $5,500.00 601 Serial Number High Filtered 25W PA $11,500.00 $11,500.00 SN: 1123 Band 1V - AWS Converter - CONUS $19,800.00 $19,800.00 SIN: 1027 AJ-W AmberJack Wide Band DF Antenna $38,400.00 $38,400.00 Serial Number Subtotal $157 .00 $0.01] Misc .00 Tax 50.00 Frei .00 Trade Discount $0.00 Purchase Price $157,300.00 g; ucu LULU ri;wc ordn ueveropmenn {hM BUREAU OF INVESTIGATIVE SERVICES 20 August 2010 ORGANIZED CRIME DIVISION To: Theodore F. O?Keefe Deputy Superintendent Bureau of Administrative Services Attn.: Frank F. Wilson Director Finance Division From: Nicholas Roti Chief Organized Crime Division Subject: Purcliase Request King Fish Cellular Telephone Tracking System Forwarded is the approved report to provide $1513 00.00 from the 1505 Fund for- the purchase of :1 KING FISH Cellular Telephone Tracking System, per attached Contract and Quotation dated May 18, 2010 from Harris Corporation. Kindly initiate the purchasing process in accordance with the Department?s procurement protocol. Thanks. .4 NICHOLAS I Chief Organized Crime Division APPROVED: 91.9633; STEVE PETERSON Deputy Superintendent Bureau of Investigative Services lnvcicc. INV6779-02738 [31-319. 1211412010 Page: 1 CORP - WIRELESS PRODUCTS GROUP P.O. BOX 9800, M18 R5-11A I i MELBOURNE, FL 32902-9800 PH: 800-358-5297, FAX: Bill To: Ship To: Chicago Police Bureau of Investigative Services Chicago Police Department James Washburn Attn: Sgt- James Washburn 3340 W. Fillmore Ave 3340 W. Fillmore Ave. james.washburn@chicagopolice. 1?312?746?7922 org Chicago IL Chicago IL 60624 Pu. owe? Sales 'erson Shi method - P-rhtT?rms: Shi Date- Hairis 0rd 10152 WPGS BEST Net 30 2I2I2011 0R05779-01635 KINGFISH KingFish $27,800.00 $27,800.00 601 Serial Number KingFish CDMA Software Package $18,100.00 $18,100.00 601 Serial Number KingFish GSM Software Package $18,100.00 $18,100.00 601 Serial Number KingFish Software Package $18,100.00 $18,100.00 601 Serial Number 2014069-101 Rugged Mini-PC Controller (GD Go Book) $5,500.00 $5,500.00 601 Serial Number High Powered Filtered 25W PA Kit-800/85 $11,500.00 $11,500.00 SIN: 1123 Band lV AWS Converter - CONUS $19,800.00 $19,800.00 SIN: 1027 AJ-W AmberJack Wide Band DF Antenna $38,400.00 $38,400.00 488 Serial Number Remit Subtotal 5157.30000 0.00 Mist? $0.00 Tax 000 Frei $0.00 Trade Discount .00 Purchase Price $157,300.00 IS SHIPPER 1. SHIPMENT NO. 7. REFERENCE 5 3. CONTRACT NUMBERIP.O. NUMBER 4. SUPPLEMENTS 5 CHANGE ORDERS 5. or DEPT 017?8 (Rev?ms) CHICAGO 152 :101 ?2 6779?3953 im?ppwm r. pAmEN'r 3. DATE SHIPPED u PMS-E ATF - FEDEX SAVER SEE BELOW PREPAID 54336-10 1 1 murmur WTIIDRIELD u'r {JRuBEIQIImmacnmusng?_ FOB DESTINATION 13. PRIME CONTRACTOR I4. PRIME CONTRACT ADMINISTERED BY HARRIS CORPORATION, GCSD P.O. BOX 37 MELBOURNE, FL 32902 15. SHIPPED FROMIIF OTHERTHAN 11.) TE. PAYMENT WILL FE MAD-E HARRIS CORPORATION, GCSD 407 N. JOHN RODES BLVD MELBOURNE, FL 32934 17. SHIPPED TO 13. MARKED FOR CHICAGO POLICE DEPT. SGT JAMES WASHBURN 3340 W. FILLMORE AVE. RMA: CHICAGO, IL 60624 PHONE: 312-746-7922 FAX: 15. ITEM NO. 20. DESCRIPTION 11. QTY TO SHIP 22. UNIT OF MEASURE 23. UNIT PRICE 24. EXTENDED PRICE 001 KINGFISH SIN 601 1 EA $27,800.00 $27,800.00 002 KINGFISH CDMA SW PACKAGE 1 EA $18,100.00 $18,100.00 003 KINGFISH GSM SW PACKAGE 1 EA $18,100.00 $18,100.00 004 KINGFISH IDEN SW PACKAGE 1 EA $18,100.00 $18,100.00 005 2014059-101 GO BOOK 1 EA $5,500.00 $5,500.00 006 SIN 1123 1 EA $11,500.00 $11,500.00 007 BAND I CONV SIN 1027 1 EA $19,800.00 $19,800.00 008 SIN 488 1 EA $38,400.00 $38,400.00 DIMS 8 TRACKING 1 CTN - 21 21 9 @12# - 79418497 2046 79418497 2127 1 CTN 25 22 13 42# 7941 8497 2219 1 CTN - 25 25 13 46# 7941 8497 2399 7941 8497 2491 AFTER THE FACT SHIPPER DATED 07 DEC 10 PARTS WERE SHIPPED AS DATED ABOVE. COUNTRY OF ORIGIN: AES XTN: 25' TOTAL VALUE OF SHIPMENT (USD): AES ITN: EXPORT INFO LICENSE NUMBER: INCO: EXP DATE: LODGED: ENTRY NUMBER: 15. REASON FOR SHIPMENT 13. PACKAGED BY DATE CONTRACTUAL MM 5.08640 2'7. SHIPPING DH DIMENSIONS. BY ,1 RUDOLPH 049 SEE ABOVE 7-Uec?1O 31.NUMBER 0F PIECES 32. WEIGHT :munda] I _5 CTNS 1'1. cIfDrIsE ONE :11 rum-15m R1 1 41586 4% ..4 . if 3: I I Ace-Ll. 1px..- Chicago Police Departmeht . fir i v- f?if 1 41,1? 1' - ill Qrganizeo? crime L11v1510n 00:5: hm 4 {0w 5 3340 W. Fillmore Ave. Chicago, IL 60624 Phone: 312-747-7922 Meawae. 30mg}; chicagogolicecfg p.O. Box 9800 Melbourne, FL 32902-9800 800-358-5297 Chicago Police Department 3340 W. Fillmore Ave. Chicago, IL 60624 312-746-7922 .. King Fish 27.800.00 27,300.00 Ulling Soi'tw?are' Package?hm 18,700.00 king? Fish 05M Sofware Package 181100.00 SoftWare-EaER-aQE 7070000 1030300 "37500730 533001?00 ?High 53 m" I 14130030 NEW :olygiooi'?qoiw'sp 'ggn'a 1ifi?v'lf56663?irer7c'oNus 107800.00 Amher Jack-Wide E??or?i 30,200.00 38300200 SUBTOTAL 157,300.00 TAX RATE NA Shipping Training Included on Site at Homan Square TOTAL $157,300.00 11? .4 Sergeant James Washburn #1765 Authorized by 04 Nov. 2010 If you have any questions about this purchase order, please contact Sgt. James Washburn, 312-746-7922, FAX 312-746-7278 Page: 1 Quote Date 11/30/2011 HARRIS CORP - WIRELESS PRODUCTS GROUP PO. BOX 9800. M18 R5-11A MELBOURNE. FL 32902-9800 PH: 800-358-5297. FAX: Biil To: Ship To: Chicago Police Bureau of investigative Services Chicago Police Bureau of Investigative Services Attn: Denise Elmazi Chicago Police Department Sayers as Agent for Attn: Sgt. James Washburn Technology Finance LLC 3340 W. Fillmore Ave. 1150 Feehanville Drive 1-312-746-7922 Mt. Prospect lL 60056 Chicago IL 60624 DISCLOSURE OF THIS mm mo THE IT comtims ARE STRICTLY PROHIBITED BY FEDERAL LAWHEI use. :5 251151.. DDEUMENT comrst Man TRADE SEC-RH BUSINESS ORFINANCML INFORMNHUN EXEMPT FRDM DISCLOSURE UNDER THE FREEDOM DFINFURIMTIDN ACT. comm: TECHNICAL DATA ACCORDING TO THE DEPARTMENT OF STATE. IWNATIDNAL TRAFFIC IN ARMS 22 CFR CHAPTER 1. lnP'i'Elt M. PARTS 123-1303AND 11 IE DEPARTMENT OF COMMERCE. EXPORT REGULATIONS (EARL 15 cm mars van-n4. 3' Cl . BEFORE MAKING DR DISCLOSURE OR THE CONTAINS. WHETHER in! FULL PART. HARRLS 51th BE GIVENTIMELY NOTICE AND THE To CHALLENGE SUCH DISCLOSURE UNDER LAW. Purchase Order Customer ID Sa Shi Method nt Terms Shi Date Master No. WPG3 BEST WAY Net 30 0/0/0000 4,015 item Number Descri on UOM Discount Unit Price Ext. Price NOTE $0.00 Sales Tax has been added to your quote. Please include sales tax on your or provide one of the following documents: Direct Pay Permit, Tax Exempt Certi?cate. or Resale Certi?cate. 8 ll Software $22,000.00 $22,000.00 NOTE Delivery will be 120 days ARO. Prices are subject to change. Quotes are valid-180 days from date of issue. Attached Ts&Cs are applicable to all resultant orders. I Subtotal $22 000.00 Misc $0.00 Tax $2 090.00 Frei ht $0.00 Trade Discount $0.00 Purchase Price $24.090.00 Quote QTE6779-02485 Date 5/1 81201 0 Fame: 1 Quotation Bill To: . Ship To: Chicago Police Bureau of Investigative Servic Sgt. Jim Washbum Sgt. Jim Washburn james.washburn@ james.washburn@ chicagopoliceorg chicagopoliceorg Chicago. IL 60624 3340 W. Fillmore Ave. 3340 W. Fillmore Ave. Chicago. IL 60624 Qrder No. ID SalesberSon lD Method Payment Term Req Ship? Date Master No. WPGS Net 30 0/0/0000 3,050 Quantity Item Nunlber UOM chount Unit Price Ext. Price 1 KINGFISH KingFish EA $27,800.00 $2?.800.00 'l KingFish CDMA Software Package EA $1 8,100.00 $18,100.00 1 KingFish GSM Software Package EA $18,100.00 $18,100.00 1 KingFish Soltware Package EA $18,100.00 $18,100.00 1 2014069-101 Rugged Mini-PC Controller (GD Go Book) EA $5,500.00 $5,500.00 1 High Powered Filtered 25W PA Kit-800185012100 MH EA $1 1,500.00 $11,500.00 1 Band IV - AWS Converter - CONUS EA $19,800.00 $19,800.00 1 AJ-W AmberJack Wide Band DF Antenna EA $38.400.00 $38,400.00 NOTE $0.00 Delivery will be 90 days ARO unless othenNise stated. Prices are subject to change. Quotes are valid 180 days from date of issue. Attached Ts&Cs are applicable to all resultant orders. Subtotai $157,300.00 P.O BOX 9800. Tax $0.00 MELBOURNE. FL 32902-9800 Freight 55000 PH: 800-358-5297, FAX: Trade Di?oum $000 Tatar $157,300.00 WRIS HARRIS CORP WIRELESS PRODUCTS GROUP P.O. BOX 9800, R5-11A MELBOURNE, FL 32902?9800 PH: 800-358-5297, FAX: Quote QTE6779-03218 Date 9/ 1 5/201 1 Page: 1 Quotation Bill To: Ship To: Chicago Police Bureau of Investigative Services Sgt. Jim Washburn james.washburn@ chicagopolice.org Chicago, IL 60624 3340 W. Fillmore Ave. Chicago Police Department Attn: Sgt. James Washburn 3340 W. Fillmore Ave. 1 -312-746-7922 Chicago IL 60624 Purchase Order No. Customer ID Salesperson ID Shipping Method Payment Terms Req Ship Date Master No. WPGB BEST WAY Net 30 0/0/0000 3,897 Quantity Item Number Description UOM Discount Unit Price Ext. Price NOTE $0.00 Each addtional Maint Agreement provides 12 months of extended hardware warranty and software upgrades. Extended Maint begins when payment is received. NOTE $0.00 Items are pro-rated so that the maint on all the equipment will expire on 12/6/2012. the ?rst 5 units on the quote are pro-rated 14 months. the rest are the usual 12 month price. 1 Maintenance StingRay II EA $25,667.00 $25,667.00 2046 1 Maintenance for AmberJack EA $5,833.00 $5,833.00 3049 1 MT-HARPC Maintenance Harpoons CONUS EA $2,333.00 $2,333.00 1095 1 Maintenance Harpoons. 2100 EA $2,333.00 $2,333.00 40012 ?i MT-HARPI Maintenance Harpoons EA $2,333.00 $2,333.00 30018 I Maintenance KingFish EA $4,000.00 $4,000.00 0601 MT-AJW Maintenance for AmberJack EA $5,000.00 $5,000.00 0488 'l Maintenance Converter Band 4 CONUS EA $2,700.00 $2,700.00 EQUIPMENT BAILMENT AGREEMENT made this date of July 7, 2011 between Harris Corporation, Government Communications Systems Division, with its principal of?ce in Melbourne, FL, hereinafter referred to as "the Lender?, and CHICAGO POLICE DEPARTMENT with its principal of?ce 3340 W. AVE. IL 60643 hereinafter referred to as "the Bailee?. BAILMENT AGREEMENT The Lender hereby agrees to loan to the Baliee KINGFISH SIN 0501 hereinafter referred to as the "Equipment," subject to the following terms and conditions: Section 1. Use of Equipment. The Baliee shall hold the equipment in trust for and subject to the security interest of the Lender; to be used by the Bailee, without expense to Lender or Bailee, for the sole purpose of supporting the demonstrations in the pursuit of Lender?s opportunities. Bailee expressly agrees that the Equipment will not be used for any other purpose without prior written authorization from Lender. Section 2. Term of Agreement. The loan period shall run from shipment date JULY 7, 2011 through return date SEPTEMBER 7, 2011, unless otherwise extended through the mutual written consent of the parties hereto or terminated by either party. Section 3. Location of Equipment. The Equipment is to be retained in the Bailee?s possession at the Bailee?s place of business or at such facility as is required to support demonstrations or at such a location required to ?ght crime. Section 4. Ownership of Equipment. Title to the Equipment shall remain vested always in the Lender; Bailee shall have no claims towards ownership unless transferred to the Bailee by sale through the Lenders established sales procedures. The Baliee shall have only the right to retain or sell the possession of said Equipment pursuant to the conditions of those procedures. The Bailee shall give the Lender immediate notice of any claim, levy, lien, or legal process issued against the Equipment. This agreement does not address the sale of this equipment. Section 5. Risk of Loss Damage. Bailee shall be liable for loss or damage to the property up to the agreed to unit value of $27,800. Business Development 8A00103 WRRIS Section 6. Export. The Bailee represents and warrants that no technical data furnished to it by the Lender shall be disclosed to any foreign nation, ?rm, or country, nor shall any technical data be exported from the United States without first complying with all requirements of the International Traf?c in Arms Regulation (ITAR) or the Export Administration Regulation (EAR), including the requirement for obtaining any export license if applicable. The Bailee shall first obtain the written consent of the Lender prior to submitting any request for authority to export any such technical data. The Bailee shall indemnify and hold the Lender harmless for all claims, demands, damages, costs, ?nes, penalties, attorney?s fees, and all other expenses arising from failure of the Bailee to comply with this clause or the ITAR and EAR. Section 7. Taxes and Duties. Except for the State of Florida, any present or future Federal, State, or local taxes and duties, including any foreign country, with respect to the Equipment in Bailee?s possession shall be the responsibility of the Bailee. The Bailee shall indemnify the Lender for any such taxes and duties which are actually paid by the Lender together with any interest penalty which accrues thereto; provided, that the Lender shall advise the Bailee of any such taxes and duties asserted to be due, and the Bailee may make such objective thereto, ?le such protests and otherwise take such actions as the Bailee deems advisable in the circumstances, and the Lender shall cooperate with the Bailee in connection therewith. IN WITNESS WHEREOF, the parties hereto have extended this Agreement the day and year first above written. HARRIS CORPORATION Government Communications Systems Division Br By: Cristy Zelazny gt. James Washburn iames. irri@c;hicaqopoliceorq Title: Customer Service Manager Title: Date: 7/07/2011 Date: Business Development BA00103 UPS: Tracking Information Page 1 of 1 1 Proof of Delivery 91w Dear Cuslomer, This nolice serves as proof of delivery for1he shipment lisled below. Tracking Number: 12641459034312.4882 Servlce: UPS Ground I. I Weight: 39.08/23/2011 I 12?3 Dellvered On: 08/29/2011 15:23 Delivered To: MELBOURNE. FL, US "1'13 Signed By: MORRIS Left At: Dock Thank you for giving us this opportunity to serve you. Sincerely. UPS Tracking results provided by UPS: 1112912011 11:39 ET Emuls?L?aq? 11/29/201 1 UPS: 'l'racking Information Page 1 of 1 Proofof Delivery CI __ose Dear Cus?lomer. a This noljce serves as proof of delivery for the shipment lisied below . Tracking Number: U.) Service: UPS Ground I Weight: 13.00 .7 Sizippgwamod On: naraamw .- - DBIEEHEM 1 9'55 Delivered To: MELBOURNE. H. US By: MORRIS Left AI: Duck Thank you for giving us this opponunity to serve you. Sincerely. UPS Tracking provided by UPS: 1112912011 11:35 ET Pn?nl This Page Close \Mndow I 1 170nm 1 Page: 2 Quote 8 Date 9/15/2011 HARRIS CORP - WIRELESS PRODUCTS GROUP P.O. BOX 9800. M18 R5-11A 0 MELBOURNE, FL 32902-9800 PH: 800-358?5297. FAX: 321 Bill To: Ship To: Chicago Police Bureau of Investigative Services Chicago Police Department Sgt. Jim Washburn Attn: Sgt. James Washbum james.washburn@ 3340 W. Fillmore-Ave. chicagopolice.org 1-312?746-7922 Chicago, lL 60624 Chicago IL 60624 3340 W. Fillmore Ave. Purchase Order No. CustomerlD Sa Shi i Method Pa nt Term?5 Shi Date Master No. lL?001 WPGS EST WAY Net 30 . 3,897 Qua Item Number Descri UOM Discount Unit Price Ext. Price 1027 Maintenance 25W PA Kit CONUS $1 .500.00 $1,500.00 1123 NOTE $0.00 Prices are subject to change. Quotes are valid 180 days from date of issue. Attached Ts&Cs are applicable to all resultant oraers. Subtotal 1 69900 Misc $0.00 Tax $0.00 Frei ht $0.00 Trade DisCoUnt $030 Purchase Price 51,099.00 Harris Government? Communications Systems Division Terms and Conditions of Sale for Wireless Equipment, Software-and Services Effective Date: February 15, 2011 1. De?nitions. In addition to the terms defined 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. . ?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. "Maintenance Agreement" means a separate agreement for maintenance of the items procured hereunder; such services are not included in this Agreement. . "Purchase Order? means the Customer?s purchase order as acknowledged by Harris. ?Purchase Price" means the purchase price as identified 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 specifically 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, including all copies provided to Customer. m. Directive" means the European Union Directive on Waste Electrical Equipment and includes 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 to 2. Proposal/Quote 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. 3. 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 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 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 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 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. Harris WPG Standard Terms and Conditions of Sale 1 February 2011 4. Acceptance Modification of Terms. The Agreement will be deemed accepted by Customer upon the first to occur of Customeris 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/0r 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, and/or Services. 6. Shipping and Delivery. 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. Late payment will accrue interest to the outstanding balance at the lower of 1.5% per month, or (ii) the highest rate allowed by law. 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 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. Annual maintenance agreements include: a. Customer telephone 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. 10. Equipment Return Policy. 3. 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. Harris WPG Standard Terms and Conditions of Sale 2 February 2011 b. Items 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 will 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 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 ?ll 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 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 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 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 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 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 1-800-358?5297 to obtain a Return Material Authorization (RMA) number. Harris will determinate, in its sole discretion, existence and cause of the claimed defect. Specifically 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. (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. Harris WPG Standard Terms and Conditions of Sale 3 February 2011 C. 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 sufficient for Harris to identify the defect and determine 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 ?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 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. 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 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 RMA number and a quote for the estimated cost for repair. a. Repair Policy. To affect a repair on a WirelessProduct, 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 and/or Software damaged in a manner not covered by the standard warranty, including any defects which occur as identified under its above. Equipment and/or Software should not be returned to the Harris' factory without an RMA. Call 1-800?358-5297 to obtain an RMA number. Harris WPG Standard Terms and Conditions of Sale 4 Fe bruary 201 1 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 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, firmware, 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. 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. Customer acknowledges that Harris (or its Iicensor) has valuable property rights in the Software, and the Software will continue to be the sole and exclusive property of Harris or its Iicensor. 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. Customer will keep the Software con?dential 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 confidential information. 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, translate, or adapt the Software or create any derivative thereof, except where expressly agreed to by the parties in writing. 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 vioiations 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 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 Discontinued/Last 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 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 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. Intellectual Property lndem nificatio n. 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, 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 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 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 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 useful life. 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 modifications 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. 0. 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 specifications designated by Customer and is not the design of Harris, Customer will, to the fullest 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. 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. Harris WPG Standard Terms and Conditions of Sale 6 February 2011 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. Harris will not be obliged to safeguard or hold con?dential any data whether technical or othemn'se. 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. Customer will not violate Harris? copyright of documents or Software or disclose Harris' confidential or proprietary data to others without Harris? written permission. All Inventions are and shall at all times rer'nain Harris?s con?dential 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. 17. Excusable Delay. 3. 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 difficulties, failure or delay in delivery by Harris? suppliers or subcontractors, transportation difficulties, 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. 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 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 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 I 7 Fe brua ry 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 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. FT To the extent any technical data is exchanged between the parties, the receiving party represents and warfants 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 first 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 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 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 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 WPG Standard Terms and Conditions of Sale 8 February 2011 Harris with such compliance plans or other documents and information that Harris may reasonably 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 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, 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 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. 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 con?ict of law principles. The parties Specifically 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 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 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 specifically 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 acknowledges the risks of its undertakings hereunder, the uncertainty of the benefits 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 will be the basis of that party?s decision to enter Into the Agreement. 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. Harris WPG Standard Terms and Conditions of Sale 9 February 2011 HARRIS CORPORATION Wireless Products Group 407 John Rodes Melbourne, Fl 32934 321-309-7459 February 20, 2012 Chicago Police Department Bureau of Investigative Services Organized Crime Division 3340 W. Fillmore Chicago, IL 60624 RE: WPG Maintenance Agreement Dear Jim, Our records indicate that the Maintenance Agreement on the equipment listed below has recently or will expire soon. Equipment Serial number Date Expired AmberJack UP 3049 08/17/2009 StingRay II 2046 07/15/2010 Harpoon (CONUS Dual Band) (850/1900) 1095 07/27/2010 Harpoon (2100 Single Band) (2100) 40012 07/27/2010 Harpoon (iDen Single Band) (800) 30018 08/03/2010 AmberJack 0488 12/06/2011 KingFish 0601 12/06/2011 2100/1700 Converter 1027 12/06/2011 Power Amp Kit 25w CONUS 1123 I 12/05/2011 This maintenance agreement allows you to receive the latest Software releases and Hardware repairs so your equipment will have optimal performance. I've attached a copy ofour Maintenance Terms for your review as well as a Sales Quote for your convenience. lfyou have recently purchased the Maintenance Agreement on the above mentioned equipment please 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, Cristy Zelazny Sales Support/Customer Service Wireless Products Group Harris Corporation Office 321?309?7429 mstal.2elaznv@harris.com Harris Proprietary next level solutions 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 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. 0. "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. 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, schedule, 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 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 12-Month Maintenance Agreement. 3. 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. Notification 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 Wireless Products Group 0. Repair or Replacement. 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 defect. lf 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. 0. Items of temporary and/or 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 sixty (60) 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 MAINTENANCE AGREEMENT AS CONTAINED HEREIN. ALL EXPRESS OR IMPLIED 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 THIS MAINTENANCE AGREEMENT OR ANY ACTS OR OMISSIONS RELATED TO THE USE OF 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, 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 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. 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 be sold to authorized US. government agencies, or other authorized users, pursuant to Effective Feb 2011 10. 11. 12. Harris Corporation Govemment Communications Systems Division Wireless Products Group 18 U.S.C. 2510 et seq. Use of Equipment is strictly govsrned by applicable federal, state and local law 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 law enforcement and government agencies with the prior written consent of Harris. Compliance with Laws. Buyer shall comply with all applicable federal, state and local laws, regulations, 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 shall be disclosed to any foreign nation, person, firm, or country, 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 (ITAR) or the Export Administration Regulations (EAR), including the requirement for obtaining any export license if applicable. 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 suoh information provided Harris properly identi?ed 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 ITAR 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, the Buyer grants Harris a nonexclusive, nontransferable, 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 all Software, manuals and associated documentation remain the property of the Harris or of the Software developer or licensor. N0 transfer of ownership or rights in technical data, patents, copyrights or trade secrets are expressed or implied. Rights to Inventions. Ali inventions are and shall at all times remain Harris' Con?dential 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. 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. Effective Feb 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, 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") 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 well as to be eligible for any new Software updates and upgrades, Customer agrees to the following: Annual Software License Kev 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 falls on a weekend or a federal holiday, on the ?rst 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 1?800-358-5297 to obtain a Software license 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. Annual Certification. As part of the annual Software license key reactivation process, or as othenn/ise 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 Harris Government Communications Systems Division Terms and Conditions of Sale for Wireless Equipment, Software and Services Effective Date: February 15, 2011 1. Definitions. In addition to the terms defined 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. . "Maintenance Agreement? means a separate agreement for maintenance of the items procured hereunder; such services are not included in this Agreement. . "Purchase Order" means the Customer?s purchase order as acknowledged by_ Harris. "Purchase Price? means the purchase price as identified 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 speci?cations, scope of work, schedule, the Agreement and any Maintenance Agreement specifically included 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 firmware, including all copies provided to Customer. m. Directive? means the .European Union Directive on Waste Electrical Equipment and includes 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 to 2. Proposal/Quote 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. 3. 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 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 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 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 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. Harris WPG Standard Terms and Conditions of Sale 1 February 2011 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 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 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. and/or Services. 6. Shipping and Delivery. Unless othenlvise 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. 3. 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 (ii) the highest rate allowed by law. 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 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. Annual maintenance agreements include: a. Customer telephone 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. 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 deliVery carrier within 48 hours and request an inspection from the freight carrier. After notifying the delivery carrier 0f 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 reflect the date repaired or undamaged Equipment is received. Harris WPG Standard Terms and Conditions of Sale 2 February 2011 b. Items 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 will 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 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 fill 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 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 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 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 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 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 1?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, 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. (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. Harris WPG Standard Terms and Conditions of Sale 3 February 2011 C. 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 sufficient for Harris to identify the defect and determine 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 ?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 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. SOLE AND EXCLUSIVE LIABILITY HEREUNDER AND 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. 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 RMA number and a quote for the estimated cost for repair. .8. 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 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 11.8 above. Equipment and/or Software should not be returned to the Harris' factory without an RMA. Call 1-800-358-5297 to obtain an RMA number. Harris WPG Standard Terms and Conditions of Sale 4 February 2011 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 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. El. 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 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. 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. 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 licensor. Customer will keep the Software con?dential 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 confidential information. 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, translate, or adapt the Software or create any derivative thereof. except where expressly agreed to by the parties in writing. Cuetomer 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 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 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 Discontinued/Last 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 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 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. Intellectual 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 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 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 intellectual property right. This obligation will be effective only if Customer will have made all payments then due and if 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 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 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 useful life. 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. 0. 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 specifications designated by Customer and is not the design of Harris, Customer will, to the fullest 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. 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, Harris WPG Standard Terms and Conditions of Sale 6 February 2011 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. 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. Customer will not violate Harris' copyright of documents or Software or disclose Harris' confidential or proprietary data to others without Harris? written permission. All inventions are and shall at all times remain Harris?s confidential 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, specifications, designs, methods, devices, systems, reports, studies, computer software (in object or source code), programming and other documentation, ?ow 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. 3. 18. Termination. 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 difficulties, 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. 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. 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 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 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 Fe bruary 201 1 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. 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 first 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 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 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 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 othenn/ise 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 WPG Standard Terms and Conditions of Sale 8 February 2011 Harris with such compliance plans or other documents and information that Harris may reasonably 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 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, 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. 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 principles. The parties specifically 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 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 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 specifically 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 acknowledges the risks of its undertakings hereunder, the uncertainty of the benefits and obligations hereunder, and (0) 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 will be the basis of that party's decision to enter into the Agreement. 25. Reiiance on Counsel and Other Advisors. 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. Harris WPG Standard Terms and Conditions of Sale 9 February 2011 26. Compliance with Applicable Laws. Customer Warrants that Customer will comply with any and all applicable 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 identified.- 27. General Provisions. Harris WPG Standard Terms and Conditions of Sale February 2011 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 publish the fact of this Agreement. Disputes. The parties will to the fullest extent practical resolve disputes through collaborativa 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. 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 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 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, 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 applicable. 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 mail, proof of receipt requested, and (3) facsimile, 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: 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.weli as any other documents relating hereto including notices, have been and will be drawn up in English only. GSA. All purchase orders under General Services Administration (GSA) Schedule 0283.! are subject to the GSA Terms and Conditions which will supersede all other terms and conditions provided. 10 k. Survivability. The following provisions shall 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 Liability), Section 22 (Applicable Law, Venue and Jurisdiction), Section 23 (Jury Waiver). and Section 27 (General Provisions). 28. Entire Agreement. The Agreement supersedes all 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. No modification 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 6050 Customer Signature Signature Julie Bonine Name Name Title Title Date I Date Harris WPG Standard Terms and Conditions of Sale 11 February 2011 Page: I . . Quote Harris Proprietary Date 4,11,2012 HARRIS CORP -WIRELESS PRODUCTS GROUP PO. BOX 9800, 1A MELBOURNE. FL 32902-9800 PH: 800-358?5297, FAX: 321 Bill To: Ship To: Chicago Police Department Chicago Police Department Sgt. Jim Washburn Attn: Sgt. James Washburn james.washburn@ 3340 W. Fillmore Ave. Chicagopoliceorg 3340 W. Fillmore Ave. Chicago IL 60624 Chicago, IL 60624 DISCLOSURE OF THIS DOCUMENT AND THE INFORMATION IT CONTAINS ARE STRICTLY PROHIBITED BY FEDERAL LAW (13 U.S.C. 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 (ITAR), 22 CFR CHAPTER 1. 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 0R SHARED A FOREIGN WITHOUT A VAUD EXPORT AUTHORIZATION, BEFORE MAKING OR PERMIT-TING 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 DISCLOSURE UNDER APPLICABLE LAW. Purchase Order No- Customer ID Sales ID Shi in Method nt Temts Sh Date Master No. BEST WA Net 30 010/0000 4.015 Qua Item Number on UOM Discount Unit Price Ext. Price SRAY-II-U-SW StingRay II Software EA $22,000.00 $22,000.00 NOTE Delivery will be 90 days ARO. Prices are subject to change. Quotes are valid-180 days from date of issue. Attached Ts&Cs are 'applicable to all resultant orders. I Subtotal $22 000.00 Misc $0.00 Tax $0.00 Frei $0.00 Trad'e' Discciunt $0.00 Purchase Price $22,000.00 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, 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") 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 well as to be eligible for any new Software updates and upgrades, Customer agrees to the following: 1 . Annual Software License Key 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 falls on a weekend or. a federal holiday, on the ?rst 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 1~800~358?5297 to obtain a Software license 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 noti?cation 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. Annual Certification. As part of the annual Software license 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 Harris Government Communications Systems Division Terms and ConditiOns of Sale for Wireless Equipment, Software and Services Effective Date: February 15, 201 1 1. De?nitions. In addition to the terms defined 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. . "Customer" means the purchaser of Equipment, Software, or Services from Harris. I c. "Date of Acceptance" means t. 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. . "Maintenance Agreement" means a separate agreement for maintenance of the items procured hereunder; such services are not included in this Agreement. . "Purchase Order? means the Customer's purchase order as acknowledged by Harris. "Purchase Price" means the purchase price as identified 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 specifically 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, including all copies provided to Customer. Directive" means the European Union Directive on Waste Electrical Equipment and includes 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, instructionsor decisions of any competent authority to 2. Proposal/Quote 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. 3. 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 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 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 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 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. Harris WPG Standard Terms and Conditions of Sale 1 February 2011 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 adds to the Agreement, irrespective of whether or not Harris reasonany 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 Delivery. 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. Late payment will accrue interest to the outstanding balance at the lower of 1.5% per month, or (ii) the highest rate allowed by law. 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. Annual maintenance agreements include: a. Customer telephone 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. 10. Equipment Return Policy. 3. 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. Harris WPG Standard Terms and Conditions of Sale 2 February 2011 b. Items 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 will retain the Equipment?s 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 ?ll 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 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 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 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 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 Harrisupon 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 1-800-358-5297 to obtain a Return Material Authorization (RMA) number. Harris will determinate, in its sole discretion. existence and cause of theclaimed 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. (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. Harris WPG Standard Terms and Conditions of Sale 3 February 2011 C. 12. Repairs. 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 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 determine 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 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 BEEN SUBJECTED TO NEGLECT, ACCIDENT, OR IMPROPER USE, OR WHICH HAVE BEEN ALTERED OTHER THAN BY AUTHORIZED HARRIS PERSONNEL. 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. To repair any Wireless products Equipment after the 12-month warranty has expired, Customer may call 1-800-358-5297 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 and/or Software whose standard 12-month warranty has expired, no Maintenance Agreement has been purchased and paid for, and/or any Equipment and/0r 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 should not be returned to the Harris' factory without an RMA. Call 1-800?358-5297 to obtain an RMA number. Harris WPG Standard Terms and Conditions of Sale 4 February 2011 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 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. I 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 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. 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. 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 licensor. Customer will keep the Software con?dential 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 confidential information. 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, translate, or adapt the Software or create any derivative thereof, except where expressly agreed to by the parties in writing. 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 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 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 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 liability to Customer or othenNise 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 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 Harris WPG Standard Terms and Conditions of Sale 5 Fe brua ry 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. 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 designatedby 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 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 notified 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 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 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 useful life. 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. 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. In the event any Equipment to be furnished under this Agreement is to be made in accordance with drawings, samples or manufacturing specifications designated by Customer and is not the design of Harris, Customer will, to the fullest 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. Technical Data and Inventions. Unless speci?cally agreed to by Harris and expressly identified and priced in the Agreement a. 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, Harris WPG Standard Terms and Conditions of Sale 6 February 2011 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. Harris will not be obliged to safeguard or hold con?dential any data whether technical or othenrvise. 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. Customer will not violate Harris? copyright of documents or Software or disclose Harris' confidential or proprietary data to others without Harris? written permission. All Inventions are and shall at all times remain Harris?s confidential 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. 17. Excusable Delay. 8. 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 difficulties, 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 othenrvise require Harris to change its manufacturing process. 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 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 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 Fe brua ry 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 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. 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 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 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 ITAR. 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 nonperformance under this Agreement clue 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 fer 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 WPG Standard Terms and Conditions of Sale 8 February 2011 Harris with such compliance plans or other documents and information that Harris may reasonably 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 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. 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. 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 con?ict of law principles. The parties specifically 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 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 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 specifically 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 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 will be the basis of that party's decision to enter into the Agreement. 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. Harris WPG Standard Terms and Conditions of Sale 9 February 2011 26. Compliance with Applicable Laws. Customer warrants that Customer will 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 identified. - 27. General Provisions. Harris WPG Standard Terms and Conditions of Sale Fe brua ry 201 1 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 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 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 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. 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 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, 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 prcivision 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. 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: 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. GSA. All purchase orders under General Services Administration (GSA) Schedule 0283J are subject to the GSA Terms and Conditions which will supersede all other terms and conditions provided. 10 k. Survivability. The following provisions shall 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 Liability), Section 22 (Applicable Law, Venue and Jurisdiction), Section 23 (Jury Waiver). and Section 27 (General Provisions). 28. Entire Agreement. The Agreement supersedes all 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. 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 GCSD Customer Signature Signature Julie Bonine Name Name Title Title "Date Date Harris WPG Standard Terms and Conditions of Sale 11 Fe brua ry 201 1 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") 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 well as to be eligible for any new Software updates and upgrades, Customer agrees to the following: 1. Annual Software License Key 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 falls 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 1?800?358-5297 to obtain a Software license 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. Annual Certification. As part of the annual Software license 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 Hum 021. I a .Pu 13 October 2014 BUREAU OF ORGANIZED CRIME Gang Investigations Division TO: Nicholas J. Roti Chief Bureau of Organized 1: Attention: Maureen C. Biggane 5? Lieutenant Bureau of Organized Crimes FROM: Christopher J. Kennedy Commander Gang Investigations Division SUBJECT: Quote Harris Corporation. Attached to this report you will find a quote from Harris Corporation of Melbourne Florida. The quote is to refurbish the hardware that the Bureau of Organized Crimes currently owns and to upgrade the software to the latest version available. In addition the quote includes training for eight (8) students for two days. This equipment is necessary for the Bureau to conduct investigations the inveStigati? ?f This systemr and the hardware involved is covert in nature and knowledge of its existence should be kept within the Bureau of Organized Crime. The cost for this upgrade is $252,275.00 not including shippin of the effected hardware. Because this equipment will be used for Winvestigations in to recommend that it be pai or wit ot 1505 and funds in equal amounts. J. If,? Approve d? 1 . Commander Gang Investigations Division Bureau of Orga ?zed Crime I?/f Nicholas ;T#:1ti Chief Bureau of Organized Crime Attachments: CJK/jjc . . Quote QTE6779-05095 ls Hams Propr'eta'y Date 10/6/2014 Page: 1 HARRIS CORPORATION PO. BOX 9800. ms R5-1 1A I MELBOURNE. FL 32902-9800 PH: 800?358-5297. FAX: 321-309?7437 Bill To: Ship To: Chicago Police Department Chicago Police Department Jack Costa Jack Costa jack.costa@chicagopolice.org jack.costa@chicagopolice.org 3340 W. Filmore 3340 W. Filmore Room 2180 Room 2180 Chicago IL 60624 Chicago IL 60624 DISCLOSURE OF THIS DOCUMENT AND THEINFORMATION 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 FREEDOM OF INFORMATION ACT. THIS DOCUMENT MAY CONTAIN TECHNICAL DATA ACCORDING TO THE DEPARTMENT OF STATE. INTERNATIONAL TRAFFIC IN ARMS REGULATIONS (ITAR). 22 CFR CHAPTER SUBCHAPTER M. PARTS 123-130) AND THE DEPARTMENT OF COMMERCE. EXPORT ADMINISTRATION REGULATIONS (EAR). 15 CFR PARTS QOCUMENI AND THE INFORMATION 11 may NOT 5: gxgg?rgp OB ORE GN ION WITHOUTA ALID XP 0 .BEFORE MAKING OR ANY DISCLOSURE OFTHIS DOCUMENT OR THE INFORMATION IT CONTAINS. WHETHER IN FULL OR IN PART. HARRIS SHALL BE GIVEN TIMELY NOTICE AND THE OPPORTUNITY TO CHALLENGE SUCH DISCLOSURE UNDER APPLICABLE LAW. Purchase Order No. Customer ID Salesperson ID Shipping Method Payment Terms Req Ship Date Master No. BEST WAY Net 30 01010000 5.999 Quantity Item Number TDescriptiDn UOM Discount Unit Price Ext. Price $0.00 Please contact your sales representative for questions regarding the items quoted below. $0.00 Delivery is 120 days ARO. Prices are subject to change. Quotes are valid 180 days from Issue date. Attached are applicable to all resultant orders. $0.00 Purchasing this equipment and software is contingent on authorization and approval of the Government Sponsor NDA. $0.00 The GSA Contract Number for purchasing the below items is Please ensure that the GSA Number Is referenced on the P0. 1 X-18-30-201-000 Upgd 18201 EA $65,652.00 $65.652.00 Delivery will be 90 days after receipt of order unit for upgrade. 1 Pwrup 1931 EA $14,134.00 $14,134.00 Delivery will be 90 days after receipt oforder 8. unit for upgrade. - - Quote QTE6779-05095 Harris Proprietary Date 1016,2014 Page: 2 IARRIS CORPORATION BOX 9800, M15 R5-11A IIELBOURNE, FL 32902-9800 800-358-5297, FAX: 321 -309-7437 Bill To: Chicago Police Department Jack Costa jack.costa@chicagopolice.org 3340 W. Filmore Room 2180 Chicago IL 60624 Quotation Ship To: Chicago Police Department Jack Costa 3340 W. Filmore Room 2180 Chicago IL 60624 DISCLOSURE OF THIS DOCUMENT AND THE INFORMATION IT CONTAINS ARE STRICTLY PROHIBITED BY FEDERAL LAW (13 U5 C.). THIS DOCUMENT CONTAINS HARRIS TRADE SECRET AND CONFIDENTIAL BUSINESS OR FINANCIAL INFORMATION 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 (ITAR), 22 CFR CHAPTER SUBCHAPTER M. PARTS 123-130) AND THE DEPARTMENT OF COMMERCE, EXPORT ADMINISTRATION REGULATIONS (EAR), 15 CFR PARTS 730-774. DT El TI 0 XPO ITHA EIG TION HOUT LID EXPOR RI A I MAKING 0R ANY DISCLOSURE OFTHIS DOCUMENT OR THE INFORMATION IT CONTAINS. WHETHER IN FULL OR IN PART. HARRIS SHALL BE GIVEN TIMELY NOTICE AND THE OPPORTUNITY TO CHALLENGE SUCH DISCLOSURE UNDER APPLICABLE LAW. Purchase Order No. Customer ID Salesperson ID Shipping Method Payment Terms Req Ship Date Master No. BEST WAY Net 30 01010000 5,999 Quantity Item Number IDescription UOM Discount Unit Price Ext. Price 1 Octo 30100 EA $14,589.00 $14,589.00 $0.00 The items quoted below are Catalog Priced Items not available on the GSA Contract. 1 C-11-10-500-000 EA $0.00 1 X-18-201103-000 EA $22,000.00 $22,000.00 1 EA $20,000.00 $20,000.00 1 N-07-30-216-000 EA $51,000.00 $51,000.00 Delivery will be 180 days for the above product after receipt of unit for upgrade. 1 A-4B-10-416-000 Ant 45415 EA $10,500.00 $10,500.00 Delivery will be 120 days lrom initial product release, anticipated the end of April 2015. 8 EA $6,800.00 $54,400.00 Training classes are 12 hours (2 days) per product per protocol, 4 students max. Please note on your PO that training will be scheduled based on availability alter receipt of your equipment. $0.00 Customer must provide training facility with LCD projector Harris Proprietary WIS HARRIS CORPORATION BOX 9800, M15 8511A MELBOURNE. FL 32902?9800 PH: 800-358-5297, FAX: 321-309-7437 Quote rag 10150014 Page: 3 Quotation Bill To: Ship To: Chicago Police Department Chicago Police Department Jack Costa Jack Costa jack.costa@chicagopolice.org jack.oosla@chicagopolice.org 3340 W. Filmore 3340 W. Filmore Room 2180 Room 2180 Chicago IL 60824 Chicago lL . 60624 DISCLOSURE OF THIS DOCUMENT AND THEINFORMATIOH IT CONTAINS ARE STRICTLY PROHIBITED BY FED SECRET AND CONFIDENTIAL BUSINESS OR FINANCIAL INFORMATION ECEMPT FROM DISCLOSURE UNDER ERAL LAW [1811513.] THIS DOCUMBIT CONTAINS HARRIS TRADE THE FREEDOM OFIMFORMATION ACT. THIS DOCUMENT MAY CONTAIN TECHNICAL DATA ACCORDING TO THE DEPARTMENT OF STATE. TRAFFIC IN ARMS REGULATIONS 22 CPR CHAPTER 1. SUBCHAPTER PARTS 126-130) AND THE DEPARTMENT OF COMMERCE. RPORT ADMINISTRATION 15 CFR PARTS 730?7174. TH A UM ORMATI . BEFORE MAKING OR PERMIT-TING ANY ESCLOSIJRE OF THIS DOCUMENTOR THE CONTAINS, WHETHER lN FULLORIN PART. HARRIS SHALL BEGIVEN TIMELY NOTICE AND THE T0 CHALLENGE SUCH DISCLOSURE UNDER APPUCAELE LAW 5 BEST WAY Purchase Order st Sales Item Number on Customer must provide their equipment to be used during the training sessions. Customer must provide a 7 passenger vehicle plus driver and rabbit vehicles plus driver for ?eld mission training (if applicable) Remit Payment To: Electronic Funds Transfer .- 6030 Mail Please rererence the invoice number with your payment. Harris Tax 010/0000 ad ent Te Net 30 UOM No. 5.999 te Discount i $0.00 Subtotal Misc ht Trade Disceunt Purchase Price $2 275.00 0.00 .00 $0.00 $0.00 $252,275.00 514121215 1. Fagsiof? HARRIS GOVERNMENT COMMUNICATIONS SYSTEMS TERMS AND CONDITIONS OF SALE FOR DOMESTIC WIRELESS EQUIPMENT, SOFTWARE, AND SERVICES Definitions: 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. "Customern 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. 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 form. i. "Purchase Price" means the purchase price as identified in the Purchase Order. j. "Cluote" means the price quotation of Harris lternizing 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 Mainlananca Agreement speci?cally included in the purchase price. k. "Services" means. trainin . maintenance sup rt. or other 9 services to be provided to Customer as part of the Agreement. I. "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 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 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 and/or 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 specific 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 andror proceedings, internet. or during other public forums or proceedings. Harris 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 speci?c application. Customer shall not transfer. sell or assign the Equipment andlor 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 Software 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 civil or criminal discovery process. or other judicial. legislative. or administrative process to disclose information regarding Harris Equipment and/or 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 shall 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. 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 - Modi?cation 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 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 Ham's 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. andfor Services. 6. Shipping and Delivery. 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. PageZofT HARRIS GOVERNMENT COMMUNICATIONS SYSTEMS TERMS AND CONDITIONS OF SALE FOR DOMESTIC WIRELESS EQUIPMENT. SOFTWARE, AND SERVICES 8. Payment Terms. 3. 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 (ii) the highest rate allowed by law. 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 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 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. Eastem 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. Items Shipped in Error. If the Customer receives Equipment andlor Software in error. the Customer will notify Harris and Ham's will provide return instructions. pay shipping costs (provided Harris' are followed) and provide a Return Material Authorization (RMA). Customer will retain the Equipment's 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 ?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 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 retumed may be subject to restocking and other charges. CUSTOM 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 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 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 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 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. 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 speci?cally 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 will wear out through normal use). vi. Equipment or Software subjected to misuse. detrimental exposure or negligence. Page 30! 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 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 sufficient for Harris to identify the defect and determine its probable cause. Components or parts that Customer claims to be defective must be available to Harris for Inspection and testing. Customer may not retum 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 THE PURCHASE PRICE OF EQUIPMENT OR SOFTWARE WHICH HAVE BEEN SUBJECTED TO NEGLECT. ACCIDENT. OR 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 T0 FAIL IN THEIR ESSENTIAL PURPOSE WILL INCREASE OR EXTEND ANY HARRIS WARRANTY. Harris May 2013 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 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 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 identi?ed under 11.a above. Equipment and/or Software should not be returned to the Harris' factory Without an RMA. Call 1- 300-358-5297 to obtain an RMA number. b. Support Policy. Harris provides free help desk suppert 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 Licen5e. a. Subject to full payment of the Purchase Price by Customer. Harris grants to Customer a nontransferable (except as expressty provided herein). nonexclusive license to use the Software (software. firmware. 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 dees not apply to any of the corresponding source code or program listings. c. Customer acknowledges that Harris (or its Iicensor) has valuable property rights in the Software. and the Software will continue to be the sole and exclusive property of Harris or its Iicensor. 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 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. translate. or adapt the Software or create any derivative thereof. except where expressly agreed to by the parties in writing Page 4 of? HARRIS GOVERNMENT COMMUNICATIONS SYSTEMS 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 Iicensor 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 Iicensor 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 othenrvise disposes of Customer-owned media on which any Software is fixed. 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 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 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 Cuatomer 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 Preperty 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 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 censtitutes 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 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 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 total useful life Harris May 2013 b. Th foregoing indemnity does not apply to the following: l. 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 will. to the fullest 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 Purchass 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 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. Ham?s 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 licensors. subject only to the license grant below. 'lnventions" shall mean and include all ideas. concepts. know-how. techniques. Inventlons. discoveries. improvements. speci?cations. designs. methods. devices. systems. reports. studies. computer software (in object or Page 5 of 7 HARRIS GOVERNMENT COMMUNICATIONS SYSTEMS TERMS AND CONDITIONS OF SALE FOR DOMESTIC WIRELESS EQUIPMENT, SOFTWARE, AND SERVICES source code}. programming and other documentation. ?ow 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-t 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 w0uld 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. tit. Termination. Either party may terminate this Agreement if the other party defaults in a material respect under this Agreamant and fails to cure such default within thirty [39} 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 enforcs its rights hereunder. including. but not limited to collection agency fees. attorney fees. ocurt 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 rsexport 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 ?rst complying with all requirements of the lntemational 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 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 ITAR. Customer has the sole responsibility for obtaining necessary US. 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 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 Han'is 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 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 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 Ham's Page Get? 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 reasonany 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 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. 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 0R 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 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 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. enforcament. 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 irrevocany 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 appellate proceedings. 23. Jury Waiver. Customer and Harris further agree. to the extent permitted bylaw. 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 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 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 will 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. ?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 draiter. 26. Compliance with Applicable Laws. Customer warrants that Customer will 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. . 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 fullest extent practical resolve disputes through collaborative procedures. To that end. any and all disputes between the parties will be quickly addressed to prevent such disputes from causlng 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 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 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. 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 Agreement's construction or interpretation. 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 prescn?bed 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. HARRIS GOVERNMENT COMMUNICATIONS SYSTEMS TERMS AND CONDITIONS OF SALE FOR DOMESTIC WIRELESS EQUIPMENT, SOFTWARE, AND SERVICES 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 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: 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. All purchase orders issued under the General Services Administration (GSA) Schedule are Subject to the GSA Terms and Canditions which will supersede all other 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 indemnification). Section 19 (Export and Re-export Restrictions). Section 21 (Limitation of Liability). Section 22 (Applicable Law. Venue and Jurisdiction). Section 23 (Jury Waiver). and Section 27 (General Provisions). 28. Entire Agreement. The Agreement supersedes all 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. 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 608 Customer Signature Signature Name Name Title Title Date Date Harris May 2013 Books. Subscriptions a Payment for GoodsIServices Procured Outside of Department of Procurement or Other formal Contracts - Pine-Approved Categories Educationalalnsti Conference Attend Attendance, Meetii License Professional Organ Association Dues [1 Newspaper, Perioc Professional Journ Notary Public Electronic Medias Financial Obligations De?thervice Employee Reimbur Inter~Governmental Payment Public Utilities I: Loan Electric El Grant Telephone El nonme- EJ Salary?FWage (City Employee Pay) [1 Hi?i?ii?i?d" Airline Agreements l:l Stipends Taxes El Refunds Miscellaneous Expenses El RentSubsidies 1 Deductibiee Associated with lia'nd?Acouisfiti?ii" We'rrarj?e'sienae? rats-rinse Eit'p?i?e's?'mail i Postage Messenger} Delivery Service Insurance Risk Manaoement Petty Cash Premium Local TravelfParking Confidential?Investigations Aldermanic or Board Of Exhibition and Performance Costs Program Incentives Advertising Media Purchases Con?dential Investigations DD ?3 .x n. - Chicago Police Department 3. . Bureau of Organized Crlme 3510 s. Michigan Ave. Chicago, IL 60653 - 312-745-6086 Office - 312-745-6867 Fax ?426.1121? INVOICE P.O. No. Request Date supplier 2i? Oct 2014 Quote Number: QTE6779-05095 Ship To Bill To Bureau of Organized Crime I 3510 s. Michigan Avei 4th Flr, NW 3340 W. Fillmore Rm 2180 Chicago, IL 60653 I Chicago, IL 60624 Technical Lab Terms Requested By Ship Date Ship Via Net 30 i Ground I Extended jl ?tic?ucti Description Tax Quantity mm Price Amount' X1830201000 1 $65.652.00 ?1F.?.t93.9?.11090 @0049 10937.: 104113490: A3010100000 I iij?fih 1 ?1820103000 lCatanglt-ernt I I 3510730216000 .iUngf?? I I i mm idAnt_4l_64_t_1_6_ ?1 I510.500.00 iT4290909000m Traidinamumh 8 i554,400.00 up Subtotal $252,275.00 I Discount $0.00 Tax Weight: Shipping Iota. $252,275.00 i A 6% 3c? acct?lat Printed On: 30 Oct 2014.! 5:50:51 pm Signature Date