15022-CONTRACT.PDF

SERIAL 15022-CI WIRELESS EQUIPMENT
DATE OF LAST REVISION: April 08, 2015 CONTRACT END DATE: April 30, 2018
CONTRACT PERIOD THROUGH APRIL 30, 2018
TO: All Departments
FROM: Office of Procurement Services
SUBJECT: Contract for WIRELESS EQUIPMENT
Attached to this letter is published an effective purchasing contract for products and/or services to be supplied to
Maricopa County activities as awarded by Maricopa County on April 08, 2015.
All purchases of products and/or services listed on the attached pages of this letter are to be obtained from the
vendor holding the contract. Individuals are responsible to the vendor for purchases made outside of contracts.
The contract period is indicated above.
Procurement Officer
Office of ProcuremeMServices
JG/mm
Attach
Copy to: Office of Procurement Services
LeeAnn Bohn, MCSO

HARRIS GOVERNMENT COMMUNICATIONS SYSTEMS Page 1 of 7
TERMS AND CONDITIONS OF SALE FOR DOMESTIC
WIRELESS EQUIPMENT, SOFTWARE, AND SERVICES
1. Definitions: In addition to the terms defined elsewhere, the use of the Equipment and makes no representations as to
following terms used herein have the following meanings: Equipment suitability for any specific application. Customer
shall not transfer, sell or assign the Equipment and/or
a. "Agreement" means the instrument of contracting; such as a Software without the prior written consent of Harris. The
Purchase Order, or other such designation which these customer shall not In any civil or criminal proceeding, use or
terms and conditions of sale for Wireless Equipment, provide any information concerning Harris Equipment and/or
Software and Services are incorporated. Software beyond the evidentiary results obtained through the
b. "Customer" means the purchaser of Equipment, Software, use of Equipment and/or Software without the prior written
or Services from Harris. consent of Harris. The Customer shall notify Harris If it
c. "Date of Acceptance" means the date when the Customer receives a request pursuant to the Freedom of Information Act
receives an item of Equipment, Software and/or Services in (5 U.S.C. section 552) or an equivalent state or local law, the
an undamaged or non-defective condition. civil or criminal discovery process, or other judicial, legislative,
d. "Environmental Laws" means any law or regulation in any or administrative process to disclose information regarding
jurisdiction worldwide applicable to the Agreement and Harris Equipment and/or Software.
includes but it is not limited to the recycling or treatment of
waste equipment including the laws implementing the WEEE a. In the event that any of the Equipment or Software
Directive. purchased under this Agreement is lost or stolen, the
e. "Equipment" means any hardware, including components, Customer shall contact the Harris Help Desk at 1-800-
but excluding any Software or Services. 358-5297 within 3 business days. Customer shall provide
f. 'Harris" means Harris Corporation, acting through its the Part Number and Serial Number of the Equipment
Government Communications Systems. and/or Software and a summary of facts surrounding the
g. "Maintenance Agreement" means a separate agreement for incident. Failure to comply with this requirement may
maintenance of the items procured hereunder; such services result in Harris not accepting future orders from the
are not included in this Agreement. Customer.
h. "Purchase Order" means the Customer's purchase order as
acknowledged by Harris on its standard acknowledgement The County is subject to the Arizona Public Records Law,
form. A.R.S. § 39-121.01 et. seq. If the County receives a public
i. "Purchase Price" means the purchase price as identified in record request for records regarding this agreement, the
the Purchase Order. County will advise Harris of the request and provide Harris the
j. "Quote" means the price quotation of Harris itemizing the opportunity to identify information they believe should be
purchase price and all exhibits referred to within such Quote, redacted. The County will consider Harris's response prior to
including but not limited to the technical proposal, technical determining what information is subject to release. The
specifications, scope of work, schedule, the Agreement and County acknowledges its obligation to protect the Contractor's
any Maintenance Agreement specifically included in the proprietary technical and performance data. The County shall
purchase price. not, unless required by court order, disclose, distribute, or
k. "Services" means, training, maintenance support, or other disseminate any proprietary technical and performance data
services to be provided to Customer as part of the regarding Harris Equipment.
Agreement.
I. 'Software" means software and firmware, including all 3. Proposal/Quote Validity. Prices quoted are valid for 180
copies provided to Customer. days from the date of Quote. After the expiration of the 180-day
m."WEEE Directive' means the European Union Directive on period, Harris may modify its prices or extend the validity period,
Waste Electrical Equipment and includes any and all national
laws and regulations, whether civil, criminal, administrative, 4. Acceptance — Modification of Terms. The Agreement will
in any jurisdiction giving effect to that meaning including, but be deemed accepted by Customer upon the first to occur of (i)
limited to, statutes and subordinate legislation, ordinances Customer's issuance of the Purchase Order; or (ii) Harris'
permits, common law, local laws, judgments, and any commencement of performance under the Agreement. In
notices, orders, directions, instructions or decisions of any either such event any additional or different terms proposed by
competent authority Customer are rejected unless expressly approved in writing by
Harris. No communication from Customer that In any way
2. Restricted Use. All Wireless Equipment and/or Software sold differs from or adds to the Agreement, irrespective of whether
by Harris provide the Customer with a capability that is or not Harris reasonably objects thereto, will be binding upon
restricted and otherwise controlled under United States Code Harris unless such different or additional terms are agreed to
Title 18. Use of Equipment and/or software is strictly in writing by both Harris and Customer.
governed by applicable federal, state and local law associated 5. Taxes. All prices quoted are exclusive of all applicable
with electronic surveillance. The Customers obligation to sales, use, excise, and other taxes, duties, fees, or charges.
protect Equipment, Software and Services information Unless evidence of valid tax exempt status and/or resale
includes, but not limited to, the names of specific products, certificate is provided by Customer prior to shipment, Harris
pricing, technical and performance data. The customer shall shall add and Customer shall pay all such applicable taxes or
not disclose, distribute, or disseminate any information charges levied or imposed to the invoice for the Equipment,
regarding Customers purchase or use of Harris Equipment to Software, and/or Services.
the public in any manner including but not limited to: In press
releases, in court documents and/or proceedings, Internet, or 6. Shipping and Delivery. Unless otherwise stated in the
during other public forums or proceedings. The Customer Agreement, all prices and terms are F.O.B. Destination and
warrants that it has legal authority to lawfully employ the include freight charges. Harris may ship Equipment in multiple
Equipment and will do so only in such a manner and for such lots and Customer agrees to accept such multiple shipments
purposes. The Customer also warrants that it has obtained and pay for each lot in accordance with the payment terms set
the requisite coordination for the acquisition and use of the forth herein.
Equipment with the appropriate U.S. Government agencies.
Harris assumes no liability for any use, misuse or improper
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TERMS AND CONDITIONS OF SALE FOR DOMESTIC
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7. Title and Risk of Loss, Title to and risk of loss for Equipment
and Software media sold under the Agreement will pass to d. Other Reasons. If Customer desires to return Equipment
Customer upon receipt of equipment. for other reasons, Customer must contact Harris for a
RMA number. Harris' customer service representative
8. Payment Terms. will require a clear statement of the reason for the return
a. Payment for an invoice is due within 30 days from the date of request. Upon approval of Customer's request, an RMA
the invoice. Late payment will accrue interest to the will be issued. Customer will not return any Equipment
outstanding balance at the lower of (i) 1.5% per month, or 00 without an RMA. Equipment being returned may be
the highest rate allowed by law. subject to restocking and other charges. CUSTOM
MANUFACTURED OR SPECIAL ORDER ITEMS ARE
b. Domestic Purchase Orders (not including Maintenance NOT RETURNABLE.
Agreements) are for shipments of Equipment, Software
and/or Services to be delivered or Services to be performed e. Upon Receipt of a Return Authorization. RMA
within the continental United States and Canada. Harris will numbers must appear on each individual package being
submit an invoice within 30 days of the Date of Acceptance returned. Customer is responsible for ensuring the safe
of an individual delivery of Equipment, Software or return of Equipment for the full invoice amount and all
performance of Services as identified in the Purchase shipping costs. Harris may refuse shipments of
Orders, Equipment returned without a valid RMA number. All
Equipment being returned for credit must be returned in a
9. Annual Maintenance Agreement. Upon expiration of the timely manner and in good condition. If Equipment
warranty period, Customer may execute a separate maintenance shows evidence of damage, wear and tear, or if
agreement with Harris for Equipment and/or Software. Such components or accessories are missing, then Harris at its
maintenance agreements are available for a percentage of the sole judgment may reduce any credit agreed to prior to
original Purchase Prices of the Equipment and/or Software. receipt of the Equipment.
Annual maintenance agreements include:
11. Limited Warranty.
a. Customer telephone support during normal business hours,
excluding holidays (Monday through Friday, Eastern Time). a. Harris warrants the Equipment and Software ordered
hereunder as of the Date of Acceptance to be
b. Additional 12-month warranty on Equipment, with respect to substantially free from defects in material and
the Equipment Maintenance Agreement. workmanship. Harris' liability under this Limited Warranty
will commence on the Date of Acceptance of the
c. For Software Maintenance Agreements Harris will provide individual item of Equipment and Software and will
notification of and free access to Software upgrades as terminate after 12 months. Written notice of any defects
defined in the maintenance agreement. will be given to Harris upon discovery and Harris will
promptly correct such defects by repair or replacement,
10. Equipment Return Policy. at its option, without charge. Harris uses new and
reconditioned parts to complete repairs and
a. Equipment Damaged in Shipment. Upon receipt of replacements under the terms of this warranty. Defective
shipments, Customer should open and inspect all boxes articles will not be returned to Harris without the prior
immediately for possible freight damage. If damage is found, written authorization of Harris. Call 1-800-358-5297 to
Customer must notify the delivery carrier within 48 hours and obtain a Return Material Authorization (RMA) number.
request an inspection from the freight carrier. After notifying Harris will determine, in its sole discretion, existence and
the delivery carrier of damage, Customer will promptly cause of the claimed defect. Specifically excluded from
contact Harris for further instructions. Damaged Equipment the terms of this Limited Warranty are any defects which
may not be returned without Harris' prior authorization. For occur as a result of:
Equipment returned under this paragraph the Date of
Acceptance shall be adjusted to reflect the date repaired or I. Acts of God.
undamaged Equipment is received. ii. Physical impact, crash or foreign object damage.
iii. Improper installation, use, maintenance, storage,
b. Items Shipped in Error. If the Customer receives modification or alteration by the Customer or its
Equipment and/or Software in error, the Customer will Customer.
promptly notify Harris and Harris will provide return iv. The Customer's (or its customer's) operation of
instructions, pay shipping costs (provided Harris' instructions the Equipment delivered under this Agreement
are followed) and provide a Return Material Authorization with any accessory, equipment or part not
(RMA). Customer will retain the Equipment's original specifically approved by the Harris unless the
packing material for use in return shipment to Harris. Customer furnishes clear and convincing
evidence that such accessory, equipment, or part
c. Defective Equipment. Equipment is provided with either was not a cause of the defect
Harris' standard equipment warranty or the manufacturer's v. Normal wear and tear. (The Customer recognizes
standard equipment warranty. Upon discovery of a defect or that certain parts have a limited service life and
other warranty-related problem, Customer shall promptly will wear out through normal use).
contact Harris for warranty support. Customer agrees not to vi. Equipment or Software subjected to misuse,
return the Equipment until a service representative has detrimental exposure or negligence.
issued an RMA, including a form which Customer must fill
out describing the nature of the Equipment defect.
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TERMS AND CONDITIONS OF SALE FOR DOMESTIC
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b. Harris is not responsible under this provision for defects with 12. Repairs. To repair any Wireless products Equipment
respect to items not provided by Harris or its subcontractors. after the 12-month warranty has expired, Customer may call
1-800-358-5297 to obtain an RMA number and a quote for
c. For purposes of Harris' warranties for Equipment and the estimated cost for repair.
Software media, a 'defect" is defined as a failure of any unit
or component manufactured or supplied by Harris that is not a. Repair Policy. To affect a repair on a Wireless Product,
attributable to unauthorized modification or alteration, misuse the Equipment and/or Software should be returned to the
or lack of care in operation, maintenance or handling. Harris' factory with a written description of the failure
Customer's written notice of the defect must include a mode. Out-of-warranty repairs apply to any Equipment
description of the defect with detailed information reasonably and/or Software whose standard 12-month warranty has
sufficient for Harris to identify the defect and determine its expired, no Maintenance Agreement has been purchased
probable cause. Components or parts that Customer claims and paid for, and/or any Equipment and/or Software
to be defective must be available to Harris for inspection and damaged In a manner not covered by the standard
testing. Customer may not return defective Equipment, warranty, including any defects which occur as identified
components or parts without first obtaining an RMA and under 11.a above. Equipment and/or Software should not
instructions from Harris. Customer is solely responsible for be returned to the Harris' factory without an RMA. Call 1-
U.S. Customs and Border Protection clearance or 800-358-5297 to obtain an RMA number.
permissions for all replacement parts.
b. Support Policy. Harris provides free help desk support
d. CLAIMS UNDER ANY OF THE FOREGOING throughout the warranty period and Maintenance
WARRANTIES ARE WAIVED UNLESS MADE WITHIN THE Agreement of purchased Equipment and/or Software.
EQUIPMENT WARRANTY PERIOD IN THE CASE OF Technical support is available Monday through Friday,
EQUIPMENT, OR WITHIN THE SOFTWARE WARRANTY during normal business hours (Eastern Time) excluding
PERIOD IN THE CASE OF SOFTVVARE. NO PERSON IS holidays, via the help desk support center at 1-800-358-
AUTHORIZED TO GIVE ANY OTHER WARRANTIES OR 5297.
TO ASSUME ANY OTHER LIABILITIES ON HARRIS'
BEHALF, UNLESS MADE OR ASSUMED IN WRITING BY 13. Software License.
A DULY AUTHORIZED REPRESENTATIVE OF HARRIS. a. Subject to full payment of the Purchase Price by
Customer, Harris grants to Customer a nontransferable
e. HARRIS' LIABILITY FOR BREACH OF ANY OR ALL (except as expressly provided herein), nonexclusive
WARRANTIES FOR EQUIPMENT, SOFTWARE, license to use the Software (software, firmware, and
SERVICES AND LICENSED HARRIS PROGRAMS IS documentation) in connection with use of the Equipment
EXPRESSLY LIMITED TO THE REPAIR, REPLACEMENT, purchased hereunder. The Software furnished with the
OR REFUND OF THE PURCHASE PRICE OF SUCH Equipment will be of the latest generation available at the
DEFECTIVE EQUIPMENT OR SOFTWARE, LESS A time of shipment of the Equipment. Harris is under no
REASONABLE CHARGE FOR USE. IN NO EVENT WILL obligation to supply updates to the Software except
HARRIS OR ITS LICENSORS BE LIABLE FOR ANY where expressly agreed to by the parties in writing.
INDIRECT, SPECIAL INCIDENTAL, PUNITIVE OR
CONSEQUENTIAL DAMAGES BY REASON OF ANY b. This license is limited to object code programs and
BREACH OF WARRANTY OR DEFECT IN MATERIALS OR related documentation only and does not apply to any of
WORKMANSHIP. HARRIS WILL NOT BE REQUIRED TO the corresponding source code or program listings.
REPAIR, REPLACE, OR REFUND THE PURCHASE PRICE
OF EQUIPMENT OR SOFTWARE WHICH HAVE BEEN c. Customer acknowledges that Harris (or its licensor) has
SUBJECTED TO NEGLECT, ACCIDENT, OR IMPROPER valuable property rights in the Software, and the Software
USE, OR WHICH HAVE BEEN ALTERED OTHER THAN
BY AUTHORIZED HARRIS PERSONNEL. will continue to be the sole and exclusive property of
Harris or its licensor. Customer will obtain no title or
f. THIS WARRANTY CONSTITUTES HARRIS' SOLE AND rights to the Software. All rights in patents, copyrights
EXCLUSIVE LIABILITY HEREUNDER AND CUSTOMER'S and trade secrets in relation to the Software will continue
SOLE AND EXCLUSIVE REMEDY FOR DEFECTIVE OR to be vested in Harris or its licensor.
NON-CONFORMING EQUIPMENT, SERVICES, AND
SOFTWARE. THE FOREGOING WARRANTIES ARE IN d. Customer will keep the Software confidential by affording
LIEU OF ALL OTHER WARRANTIES (EXCEPT AS TO access to the Software only to those of its employees,
TITLE), WHETHER ORAL OR WRITTEN, EXPRESS OR agents, or consultants having a need to know and having
IMPLIED, OR STATUTORY, INCLUDING, BUT NOT such individuals agree in writing to the obligations
LIMITED TO, ANY IMPLIED WARRANTY OR CONDITION contained herein. In addition, Customer will employ its
OF MERCHANTABILITY, ANY IMPLIED WARRANTY OR best efforts to prevent any unauthorized use, copying,
CONDITION OF FITNESS FOR A PARTICULAR publishing, reproducing, or disclosing of the Software and
PURPOSE, OR ANY WARRANTY OR CONDITION will treat the Software with the same care as its own
ARISING OUT OF COURSE OF DEALING, COURSE OF confidential information.
PERFORMANCE, OR CUSTOM OR USAGE OF TRADE.
CUSTOMER AGREES THAT NO CIRCUMSTANCE e. The Software may be used only in conjunction with the
CAUSING CUSTOMER EXCLUSIVE AND LIMITED Equipment purchased hereunder. Customer may not
REMEDIES TO FAIL IN THEIR ESSENTIAL PURPOSE rent, lease, transfer, network, display, or distribute the
WILL INCREASE OR EXTEND ANY HARRIS WARRANTY. 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
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TERMS AND CONDITIONS OF SALE FOR DOMESTIC
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f. Customer acknowledges that a violation of this Agreement b. The foregoing indemnity does not apply to the following:
would cause irreparable injury to Harris or its licensor, and Infringement by a combination of Equipment
that Harris or its licensor will be entitled, in addition to any furnished under this Agreement with other
other rights and remedies it may have, at law or in equity, to equipment not furnished hereunder unless Harris is
an injunction enjoining and restraining Customer from doing a contributory infringer;
or continuing to do any such act and any other violations or ii. Infringement resulting from changes or modifications
threatened violations of this Agreement. Furthermore, made to or from the Equipment by the Customer,
Customer agrees that if Harris or its licensor should waive iii. Any settlements of a claim, suit, or proceeding made
any breach of any provision of this Agreement, it will not without Harris' written consent; and
thereby be deemed to have waived any preceding or iv. Any Equipment to be furnished under this
succeeding breach of the same or any other provision of this Agreement which Is to be delivered to the United
Agreement. If Customer sells or otherwise disposes of States Government.
Customer-owned media on which any Software is fixed, such
media must be erased before any sale or disposal. c. The foregoing states the entire liability of Harris with
14. Availability Discontinued/Last Time Buy. Harris makes no respect to infringement or violation of third party
representation about the continued availability of the Equipment intellectual property rights in connection with Equipment
and Software. Harris reserves the right, in its sole discretion, with furnished under this Agreement.
or without notice, without incurring any liability to Customer or d. In the event any Equipment to be furnished under this
otherwise whether in contract or tort, to discontinue manufacturing Agreement is to be made in accordance with drawings,
or selling any Equipment and Software at any time or from time to samples or manufacturing specifications designated by
time. Harris may within its sole discretion provide Customer with Customer and is not the design of Harris, Customer will,
an opportunity to purchase such quantities of the Equipment or to the fullest extent permitted by applicable law, defend
Software as Customer estimates it may need ("last time buy") and hold Harris harmless to the same extent and subject
within 30 days of Customer's receipt of notice from Harris. to the same requirements as set forth in (a) and (b)
Customer's last time buy rights are limited to products available in above. Should the Customer be the United States
Harris' inventory at the time of Customer's request. Harris will Government, the Customer agrees to incorporate FAR
provide warranty services and make spare parts available to 52.227-1, Authorization and Consent, in any Purchase
Customer for a period of one (1) year after notice by Harris to Order or Contract.
Customer that the Equipment has been discontinued or for a
period of 90 days after notice to Customer that the Software has 16. Technical Data and Inventions.
been discontinued.
15. Intellectual Property Indemnification. a. Unless specifically agreed to by Harris and expressly
a. In the event any Equipment to be furnished under this identified and priced in the Agreement as a separate item
Agreement is not to be made in accordance with drawings, or Items to be delivered by Harris, the sale of Equipment,
samples or manufacturing specifications designated by Software and Services under the Agreement confers on
Customer, but rather is the design of Harris, Harris agrees Customer no right in, license under, access to, or
that it will, at its own expense and at its option, defend or entitlement of any kind to any of Harris' technical data
settle any claim, suit, or proceeding brought against including, but not limited to design, process technology,
Customer or any customer of Customer, based on an software and drawings, or to any of Harris' inventions
allegation that the Equipment furnished under this (whether or not patentable), irrespective of whether any
Agreement constitutes a direct or a contributory such technical data or invention or any portion thereof
infringement of any claim of any United States patent, mask arose out of work performed under or in connection with
work, copyright or any other intellectual property right. This the Agreement, and irrespective of whether Customer
obligation will be effective only if Customer will have made has paid or is obligated to pay Harris for any part of the
all payments then due and if Harris is notified promptly of design or development of the Equipment, Software or
said allegation in writing and given authority, information, Services.
and assistance for the settlement or defense of said claim,
suit, or proceeding. Harris will pay all damages and costs b. Harris will not be obliged to safeguard or hold confidential
assessed in such suit or proceedings. In the event of a final any data whether technical or otherwise, furnished by
adjudication by a court of competent jurisdiction that the Customer for Harris' performance of the Agreement
Equipment or any part thereof infringes or violates any third unless (and only to the extent that) Customer and Harris
party intellectual property right or if the use or sale thereof have entered into a separate written confidentiality
is enjoined, or if the provisions of any negotiated settlement agreement.
Agreement prohibit the use of the product, Harris will at its
sole option and its own expense, either c. Customer will not violate Harris' copyright of documents
i. Procure for Customer the right to continue using the or Software or disclose Harris' confidential or proprietary
Equipment; data to others without Harris' written permission.
fl. Replace it with a substantially equivalent non-infringing
equipment; d. All Inventions are and shall at all times remain Harris's
iii. Modify it so it becomes non-infringing but substantially confidential or proprietary information. All rights, title and
equivalent; or interest in and to the Inventions, including all intellectual
iv. If none of the above is reasonably available, terminate property rights, remain vested in Harris, its suppliers or
the Customer's right to use the Equipment and return to licensors, subject only to the license grant below.
the Customer a pro-rata portion of the price originally "Inventions" shall mean and include all ideas, concepts,
paid by Customer to Harris represented by the know-how, techniques, Inventions, discoveries,
remaining useful life of the Equipment as a percentage improvements, specifications, designs, methods, devices,
of the total useful life systems, reports, studies, computer software (in object or
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source code), programming and other documentation, flow
charts, diagrams and all other information or tangible b. To the extent any technical data is exchanged between
material of any nature whatsoever (in any medium and in the parties, the receiving party represents and warrants
any stage of development or completion) included in or that no technical data furnished to it by the disclosing
resulting from the work contemplated hereunder, that are party shall be disclosed to any foreign nation, firm, or
conceived, designed, practiced, prepared, produced or country, including foreign nationals, employed by or
developed by Harris or any of its personnel during the course associated with the receiving party, nor shall any
of performance of any Work. technical data be exported from the United States without
first complying with all requirements of the International
17. Excusable Delay. Traffic in Arms Regulations (ITAR) or the Export
Administration Regulations (EAR), including the
a. Harris MI be excused from performance under the requirement for obtaining any export license if applicable.
Agreement and will not be liable to Customer for delay in The receiving party shall first obtain the written consent
performance attributable, in whole or in part, to any cause of the disclosing party prior to submitting any request for
beyond its reasonable control, including, but not limited to, authority to export any such technical data. The
actions or inactions of government whether in its sovereign receiving party will, to the fullest extent permitted by
or contractual capacity, judicial action, war, civil disturbance, applicable law defend and hold the disclosing party
insurrection, sabotage, act of public enemy or terrorism, harmless for all claims, demands, damages, costs, fines,
labor difficulties, failure or delay in delivery by Harris' penalties, attorney's fees, and all other expenses arising
suppliers or subcontractors, transportation difficulties, from failure of the receiving party to comply with this
shortage of energy, materials, labor or equipment, accident, Section 19 or with the ITAR and EAR.
fire, flood, storm or other act of nature, Customer's fault or
negligence or where compliance with any applicable c. Harris will not provide, or be responsible for obtaining any
environmental law or regulation by Harris is not reasonably U.S. Government export licenses/approvals to provide
technologically or economically feasible, or would otherwise any technical information, data or technical services to
require Harris to change its manufacturing process. Customer or Customer's representatives, consultants or
agents who are "foreign persons" as defined in the ITAR.
b. In the event of an excusable delay, Harris will make Customer has the sole responsibility for obtaining
commercially reasonable efforts to notify Customer of the necessary U.S. Government export licenses/approvals
nature and extent of such delay and (1) Harris will be entitled for any transfer of Equipment, Software or Services to
to a schedule an extension on at least a day-for-day basis, Customer hereunder to Customer's representatives,
and (2) if the delay is caused by Customer's fault or consultants or agents who are such "foreign persons."
negligence, Harris will be entitled to an equitable adjustment Further, Harris will not be responsible for late delivery,
in price under the Agreement. delay or nonperformance under this Agreement due to
the U.S. Government's delay or denial of any license that
18. Termination. Either party may terminate this Agreement if is Customer's responsibility to obtain.
the other party defaults in a material respect under this
Agreement and fails to cure such default within thirty (30) days 20. Compliance with Waste Recycling Laws. Customer
after receiving written notice from the other party of such default. acknowledges and agrees that the supply of the Equipment by
If Harris terminates this Agreement • based on the Customer's Harris to the Customer, and the resale or re-supply of the
breach, then Harris will be entitled to damages, including any lost Equipment by the Customer, may give rise to obligations for
profits Harris would have realized, had Harris been permitted to Harris and the Customer under applicable environmental laws
perform in accordance with the Agreement. Customer also will be or regulations as defined herein. The Customer will be
liable for all costs to Harris resulting from Harris' attempt to responsible for the collection, recycling, reuse and disposal of
enforce its rights hereunder, including, but not limited to collection the Equipment in compliance with such Environmental Laws.
agency fees, attorney fees, court costs, etc. "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
19. Export and Re-Export Restrictions. waste equipment including the laws implementing the WEEE
Directive as defined hereinafter. "WEEE Directive" means the
a. Customer acknowledges that the Equipment and Software European Union Directive on Waste Electrical Equipment and
sold or licensed to it by Harris under this Agreement may be will include any and all national laws and regulations, whether
subject to export controls under the laws of the United States civil, criminal, administrative, in any jurisdiction giving effect to
or Canada. Customer will not export or re-export the that meaning including, but limited to, statutes and subordinate
Equipment or Software, technology, or products legislation, ordinances permits, common law, local laws,
manufactured from the technology that are the subject of the judgments, and any notices, orders, directions, instructions or
Agreement in violation of the export control laws of the decisions of any competent authority. Harris may arrange for
United States or Canada. Customer will, to the fullest extent services, paid for by Customer, to recycle or dispose of Harris
permitted by applicable law defend and hold Harris harmless manufactured products In compliance with the Environmental
from and against any loss, damage, or liability arising out of Laws. The Customer will to the fullest extent permitted by
Customer's failure to comply with this Section 19. The applicable law defend and hold Harris harmless against all
Customer will supply to the Harris on a timely basis all expenses, costs, claims, liabilities or damage of any nature
necessary information and documentation requested by incurred by any of them relating to the collection, recycling,
Harris in order to permit the Harris to export the Equipment, reuse and disposal of any Equipment or otherwise arising in
Software and/or Services with respect to any Purchase connection with their respective obligations under the
Order issued by the Customer hereunder, in accordance with Environmental Laws, or by reason of any failure or alleged
the terms of this Agreement. failure by the Customer to comply with its obligations under
the Environmental Laws. The Customer will provide Harris
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with such compliance plans or other documents and information to such party's performance hereunder, and will promptly act
that Harris may reasonably request to enable Harris and its to correct any noncompliance once identified.
affiliates to verify and prove to any enforcement agency the
compliance by the Customer and Harris of their respective 27. General Provisions.
obligations under this Section and/or the Environmental Laws.
a. Publicity. Neither party will, without the prior written
21. Limitation of Liability. NOT WITHSTANDING ANYTHING consent of the other party: (a) issue any news release,
IN THIS AGREEMENT TO THE CONTRARY, UNDER NO public announcement, denial or confirmation of this
CIRCUMSTANCES WILL HARRIS BE LIABLE FOR (A) ANY Agreement or its subject matter; or (b) in any manner
SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE OR advertise or publish the fact of this Agreement.
CONSEQUENTIAL DAMAGES REGARDLESS OF THE CAUSE,
EVEN IF SUCH DAMAGES ARE FORESEEABLE, OR (B) LOSS b. Disputes. The parties will to the fullest extent practical
OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR resolve disputes through collaborative procedures. To
LOSS OF USE EVEN IF HARRIS HAS BEEN ADVISED OF THE that end, any and all disputes between the parties will be
POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION WILL quickly addressed to prevent such disputes from causing
APPLY TO ANY CLAIM OR CAUSE OF ACTION WHETHER IN contractual or performance problems.
CONTRACT OR TORT (INCLUDING NEGLIGENCE, STRICT
LIABILITY OR BREACH OF WARRANTY). IN NO EVENT WILL c. Assignment. Customer will not assign any of its rights
HARRIS' LIABILITY TO CUSTOMER OR ANY PARTY under this Agreement, voluntarily or involuntarily, whether
CLAIMING THROUGH CUSTOMER EXCEED THE ACTUAL by merger, consolidation, dissolution, operation of law or
PURCHASE PRICE PAID BY CUSTOMER FOR ANY any other manner. Any purported assignment of rights in
EQUIPMENT, SOFTWARE OR SERVICES SUPPLIED violation of this Section is null and void.
HEREUNDER. THIS SECTION WILL SURVIVE THE TERM OR
EXPIRATION OF THIS AGREEMENT. CUSTOMER AGREES, d. Enforceability. If any provision of this Agreement is held
TO THE FULLEST EXTENT PERMIITED BY APPLICABLE LAW, invalid, illegal or unenforceable, the validity, legality or
TO HOLD HARMLESS HARRIS AGAINST ALL LOSS OR enforceability of the remaining provisions will, to the
LIABILITY FROM CLAIMS BY CUSTOMER OR A THIRD PARTY extent of such invalidity, illegality, or unenforceability, be
ARISING OUT OF OR RELATING TO CUSTOMER'S severed, but without in any way affecting the remainder
INSTALLATION, OPERATION, OR USE OF THE EQUIPMENT of such provision or any other provision contained herein,
OR SOFTWARE. all of which will continue in full force and effect.
22. Applicable Law, Venue, and Jurisdiction. The Agreement,
and any disputes related thereto, will be governed by and e. No Waiver. Waiver or failure by Harris to enforce any of
interpreted in accordance with the laws of the State of Arizona, the terms or conditions hereunder or the delay in
USA, without regard to conflict of law principles. Venue will be in exercise of any of its remedies or any terms or condition
the Superior Court of Maricopa County or the district court if herein, will not be a future waiver of any such right, or be
applicable. a waiver of any other term, condition or remedy
contained herein.
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 f. Headings. Headings in this Agreement are provided for
action relating to the dispute or interpretation of the agreement, convenience only and do not affect this Agreement's
whether sounding in contract, tort, or otherwise. The parties construction or interpretation.
specifically acknowledge that this waiver is made knowingly and
voluntarily after an adequate opportunity to negotiate its terms g. Orders Issued under Government Prime or
and that such waiver is material consideration for the sale and Subcontracts. In the event this Agreement relates to a
purchase contemplated hereby. U.S. federal govemment prime contract or subcontract,
nothing contained in this Agreement will be construed to
24. Assumption of Risk. Each party hereto acknowledges (a) authorize the waiver of any provision of law as prescribed
the risks of its undertakings hereunder, (b) the uncertainty of the in Federal Acquisition Regulation (FAR) Part 12, or terms
benefits and obligations hereunder, and (c) its assumption of such as set forth in the current version of FAR 52.244-6,
risks and uncertainty. Each party has conducted its own due Subcontracts for Commercial Items, if applicable.
diligence and requested and reviewed any contracts, business
plans, financial documents and other written material as in such h. Notices. All notices must be in writing and will be
party's opinion will be the basis of that party's decision to enter effective when received by (1) personal delivery, (2)
Into the Agreement. registered, certified, or nationally recognized overnight
mail, proof of receipt requested, and (3) facsimile, if
25. Reliance on Counsel and Other Advisors. Each party has confirmed within three (3) business days by one of the
consulted such legal, financial, technical or other experts it deems other methods herein, at the addresses or facsimile
necessary or desirable before entering into the Agreement. Each numbers indicated or to such other addresses or
party represents and warrants that it has read, knows, facsimile numbers as the parties may specify by giving
understands and agrees with the terms of the Agreement, and the notice pursuant hereto. A copy of all notices must be sent
Agreement will not be construed against either party as the to Harris Corporation, PO Box 37, Mail Stop: R5/11A,
drafter. Melbourne, FL 32902, Attention: Contracts Manager, or
email to wpqAharris.com .
26. Compliance with Applicable Laws. Customer warrants that
Customer will comply with any and all applicable U.S. federal, i. English Language. The parties confirm that it is their
state and local laws, and will operate in good faith to comply with wish that this Agreement, as well as any other
other laws and regulations and industry best practices, applicable documents relating hereto including notices, have been
and will be drawn up In English only.
Harris WPG May 2013— Negotiated 2.25.2015 — Maricopa

HARRIS GOVERNMENT COMMUNICATIONS SYSTEMS Page 7 of 7
TERMS AND CONDITIONS OF SALE FOR DOMESTIC
WIRELESS EQUIPMENT, SOFTWARE, AND SERVICES
j. GSA. All purchase orders issued under the General Services
Administration (GSA) Schedule #GS-35F-0283J are subject
to the GSA Terms and Conditions 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 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.
MARICOPA COUNTY
CHAIRMAN, BOARD OF SUPERVISORS DATE
ATTESTED:
CLERK OF THE BOARD DATE
APPROVED AS TO FORM:
LEGAL COUNSEL DATE
Harris Harris WPG May 2013— Negotiated 2.25.2015 — Maricopa

HARRIS CORPORATION, PO BOX 37, MS: R5/11A, MELBOURNE, FL 32902
PRICING SHEET: NIGP CODE 83833
Terms: NET 30
Vendor Number: W000010507 X
Telephone Number: 800/358-5297
Contact Person: Cristy Zelazny
E-mail Address: Crystal.Zelazny(&,harris.com
Certificates of Insurance Required
Contract Period: To cover the period ending April 30, 2018.