Agreement - VirTra Service and Maintenance

SERVICES AGREEMENT
(Not Construction Related)
VIRTRA, INC.

This Services Agreement ("Agreement") is entered into and effective between the CITY OF GLENDALE, an
Arizona municipal corporation ("City") and VirTra, Inc., a Nevada corporation, authorized to do business in the

State of Arizona ("Consultant") as of the day of 2021 (“Effective Date”).
RECITALS

A. City intends to undertake a project for the benefit of the public and with public funds (the "Project");

B. City desires to retain the professional services of Consultant to perform certain specific duties and produce
the specific work as set forth in the attached Exhibit B, Project Scope of Work (“Scope”);

C. Consultant desires to provide City with services (“Services”) consistent with industry-best practices and the
standards set forth in this Agreement, in order to complete the Project; and

D. City and Consultant desire to memorialize their agreement with this document.

AGREEMENT

The parties hereby agree as follows:

1.

Key Personnel; Other Consultants and Subcontractors.

11 Services. Consultant will provide all Services necessary to assure the Project is completed timely
and efficiently consistent within Project requirements, including, but not limited to, working in
close interaction and interfacing with City and its designated employees, and working closely with
others, including other consultants or contractors, retained by City.

Schedule. The Services will be undertaken in a manner that ensures the Project is completed timely and
efficiently in accordance with the Project. Nevertheless, this Agreement terminates three (3) years from the
effective date.

Consultant’s Work.

3.1 Standard. Consultant must perform Services in accordance with the standards of due diligence,
care, and quality prevailing among consultants having substantial experience with the successful
furnishing of Services for projects that are equivalent in size, scope, quality, and other criteria under
the Project and identified in this Agreement.

3.2 Licensing. Consultant warrants that:

a. Consultant currently holds all appropriate and required licenses, registrations and other
approvals necessary for the lawful furnishing of Services ("Approvals"); and

b. Neither Consultant nor any Subconsultant has been debarred or otherwise legally excluded
from contracting with any federal, state, or local governmental entity ("Debarment").

(1) City is under no obligation to ascertain or confirm the existence or issuance of any
Approvals or Debarments, or to examine Consultant's contracting ability.

(2) Consultant must notify City immediately if any Approvals or Debarment changes
during the Agreement's duration. The failure of the Consultant to notify City as
required will constitute a material default under the Agreement.

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3.3 Compliance.

a. Services will be furnished in compliance with applicable federal, state, county and local
statutes, rules, regulations, ordinances, building codes, life safety codes, and other
standards and criteria designated by City.

b. Consultant must not discriminate against any employee or applicant for employment on
the basis of race, color, religion, sex, national origin, age, marital status, sexual orientation,
gender identity or expression, genetic characteristics, familial status, U.S. military veteran
status or any disability. Consultant will require any Sub-contractor to be bound to the same
requirements as stated within this section. Consultant, and on behalf of any subcontractors
warrants compliance with this section.

3.4 Work Product.

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a. Ownership. Upon receipt of payment for Services furnished, Consultant grants to City
exclusive ownership of and all copyrights, if any, to evaluations, reports, drawings,
specifications, project manuals, surveys, estimates, reviews, minutes, all "architectural
work" as defined in the United States Copyright Act, 17 U.S.C § 101, ef seg., and other
intellectual work product as may be applicable ("Work Product").

(1) This grant is effective whether the Work Product is on paper (e.g., a "hard copy"),
in electronic format, or in some other form.

(2) Consultant warrants, and agrees to indemnify, hold harmless and defend City for,
from and against any claim that any Work Product infringes on third-party
proprietary interests.

b. Delivery. Consultant will deliver to City copies of the preliminary and completed Work
Product promptly as they are prepared.

c. City Use.
(1) City may reuse the Work Product at its sole discretion.
(2) In the event the Work Product is used for another project without further

consultations with Consultant, the City agrees to indemnify and hold Consultant
harmless from any claim arising out of the Work Product.

(3) In such case, City will also remove any seal and title block from the Work Product.
Compensation for the Project.

4.1 Compensation. Consultant's compensation for the Project, including those furnished by its
Subconsultants or Subcontractors will not exceed $91,768.80 as specifically detailed in Exhibit C
("Compensation").

4.2 Change in Scope of Project. The Compensation may be equitably adjusted if the originally
contemplated Scope as outlined in the Project is significantly modified.

a. Adjustments to Compensation require a written amendment to this Agreement and may
require City Council approval.

b. Additional services which are outside the Scope of the Project contained in this Agreement
may not be performed by the Consultant without prior written authorization from the City.

c Notwithstanding the incorporation of the Exhibits to this Agreement by reference, should
any conflict arise between the provisions of this Agreement and the provisions found in
the Exhibits and accompanying attachments, the provisions of this Agreement shall take
priority and govern the conduct of the parties.

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43 Allowances. An “Allowance” may be identified only for work that is required by the Scope and the
value of which cannot reasonably be quantified at the time of this Agreement.

a. As stated in Sec. 4.1 above, the Compensation must incorporate all Allowance amounts
and any unused allowance at the completion of the Project will remain with City.

b. Consultant may not add any mark-up for work identified as an Allowance and which is to
be performed by a Subconsultant.

c. Consultant will not use any portion of an Allowance without prior written authorization
from the City.

d. Examples of Allowance items include, but are not limited to, subsurface pothole

investigations, survey, geotechnical investigations, public participation, radio path studies
and material testing.

Billings and Payment.
5.1 Applications.

a. Consultant will submit invoices (each, a "Payment Application") directly to

glendalepolicepayables@glendaleaz.com and City will remit payments based upon the
Payment Application as stated below.

5.2 Payment.
a. After a full and complete Payment Application is received, City will process and remit
payment within 30 days.
Termination.

61 For Convenience. City may terminate this Agreement for convenience, without cause, by
delivering a written termination notice stating the effective termination date, which may not be less
than 15 days following the date of delivery.

a. Consultant will be equitably compensated for Services furnished prior to receipt of the
termination notice and for reasonable costs incurred.

b. Consultant will also be similarly compensated for any approved effort expended, and
approved costs incurred, that are directly associated with Project closeout and delivery of
the required items to the City.

6.2 For Cause. City may terminate this Agreement for cause if Consultant fails to cure any breach of
this Agreement within seven days after receipt of written notice specifying the breach.

a. Consultant will not be entitled to further payment until after City has determined its
damages. If City's damages resulting from the breach, as determined by City, are less than
the equitable amount due but not paid Consultant for Services furnished, City will pay the
amount due to Consultant, less City's damages, in accordance with the provisions of Sec. 5.

b. If City's direct damages exceed amounts otherwise due to Consultant, Consultant must pay
the difference to City immediately upon demand; however, Consultant will not be subject
to consequential damages more than $1,000,000 or the amount of this Agreement,
whichever is greater.

Conflict. Consultant acknowledges this Agreement is subject to A.R.S. § 38-511, which allows for
cancellation of this Agreement in the event any person who is significantly involved in initiating,
negotiating, securing, drafting, or creating the Agreement on City's behalf is also an employee, agent, or
consultant of any other party to this Agreement.

Insurance. For the duration of the term of this Agreement, Consultant shall procure and maintain
insurance against claims for injuries to persons or damages to property which may arise from or in

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connection with the performance of all tasks or work necessary to complete the Project as herein defined.
Such insurance shall cover Consultant, its agent(s), representative(s), employee(s) and any subcontractors.

8.1

8.2.

8.3

Minimum Scope and Limit of Insurance. Coverage must be at least as broad as:

a.

Commercial General Liability (CGL): Insurance Services Office Form CG 00 01,
including products and completed operations, with limits of no less than $1,000,000 per
occurrence for bodily injury, personal injury, and property damage. If a general aggregate
limit applies, either the general aggregate limit shall apply separately to this project/location
or the general aggregate limit shall be twice the required occurrence limit.

Automobile Liability: Insurance Services Office Form Number CA 0001 covering Code 1
(any auto), with limits no less than $1,000,000 per accident for bodily injury and property
damage.

Worker’s Compensation: Insurance as required by the State of Arizona, with Statutory
Limits, and Employers’ Liability insurance with a limit of no less than $1,000,000 per
accident for bodily injury or disease.

Indemnification.

a.

To the fullest extent permitted by law, Consultant must defend, indemnify, and hold
harmless City and its elected officials, officers, employees and agents (each, an
"Indemnified Party," collectively, the "Indemnified Parties") for, from, and against any and
all claims, demands, actions, damages, judgments, settlements, personal injury (including
sickness, disease, death, and bodily harm), property damage (including loss of use),
infringement, governmental action and all other losses and expenses, including attorneys'
fees and litigation expenses (each, a "Demand or Expense" collectively "Demands or
Expenses") asserted by a third-party (i.e. a person or entity other than City or Consultant)
and that arises out of or results from the breach of this Agreement by the Consultant or
the Consultant’s negligent actions, errors or omissions (including any Subconsultant or
Subcontractor or other person or firm employed by Consultant), whether sustained before
or after completion of the Project.

This indemnity and hold harmless provision applies even if a Demand or Expense is in
part due to the Indemnified Party's negligence or breach of a responsibility under this
Agreement, but in that event, Consultant will be liable only to the extent the Demand or
Expense results from the negligence or breach of a responsibility of Consultant or of any
person or entity for whom Consultant is responsible.

Consultant is not required to indemnify any Indemnified Parties for, from, or against any
Demand or Expense resulting from the Indemnified Party's sole negligence or other fault
solely attributable to the Indemnified Party.

Other Insurance Provisions. The insurance policies required by the Section above must contain,
or be endorsed to contain the following insurance provisions:

a.

The City, its officers, officials, employees and volunteers are to be covered as
additional insureds of the CGL and automobile policies for any liability arising from or
in connection with the performance of all tasks or work necessary to complete the Project
as herein defined. Such liability may arise, but is not limited to, liability for materials, parts
or equipment furnished in connection with any tasks, or work performed by Consultant or
on its behalf and for liability arising from automobiles owned, leased, hired or borrowed
on behalf of the Consultant. General liability coverage can be provided in the form of an
endorsement to the Consultant’s existing insurance policies, provided such endorsement is
at least as broad as ISO Form CG 20 10, 11 85 or both CG 20 10 and CG 23 37, if later
revisions are used.

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8.4

8.5

8.6

8.7

8.8

10.

b. For any claims related to this Project, the Consultant’s insurance coverage shall be
primary insurance with respect to the City, its officers, officials, employees, and
volunteers. Any insurance or self-insurance maintained by the City, its officers, officials,
employees or volunteers shall be in excess of the Consultant’s insurance and shall not
contribute with it.

c. Each insurance policy required by this Section shall provide that coverage shall not be
canceled, except after providing notice to the City.

Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best rating of
no less than A: VII, unless the Consultant has obtained prior approval from the City stating that a
non-conforming insurer is acceptable to the City.

Waiver of Subrogation. Consultant hereby agrees to waive its rights of subrogation which
any insurer may acquire from Consultant by virtue of the payment of any loss. Consultant agrees
to obtain any endorsement that may be necessary to effect this waiver of subrogation. The
Workers’ Compensation Policy shall be endorsed with a waiver of subrogation in favor of the City
for all work performed by the Consultant, its employees, agent(s) and subcontractor(s).

Verification of Coverage. Within 15 days of the Effective Date of this Agreement, Consultant shall
furnish the City with original certificates and amendatory endorsements, or copies of any applicable
insurance language making the coverage required by this Agreement effective. All certificates and
endorsements must be received and approved by the City before work commences. Failure to
obtain, submit or secure the City’s approval of the required insurance policies, certificates or
endorsements prior to the City’s agreement that work may commence shall not waive the
Consultant’s obligations to obtain and verify insurance coverage as otherwise provided in this
Section. The City reserves the right to require complete, certified copies of all required insurance
policies, including any endorsements or amendments, required by this Agreement at any time
during the Term stated herein.

Consultant’s failure to obtain, submit or secure the City’s approval of the required insurance
policies, certificates or endorsements shall not be considered a Force Majeure or defense for any
failure by the Consultant to comply with the terms and conditions of the Agreement, including any
schedule for performance or completion of the Project.

Subcontractors. Consultant shall require and shall verify that all subcontractors maintain insurance
meeting all requirements of this Agreement.

Special Risk or Circumstances. The City reserves the right to modify these insurance requirements,
including any limits of coverage, based on the nature of the risk, prior experience, insurer, coverage
or other circumstances unique to the Consultant, the Project or the insurer.

E-verify, Records and Audits. To the extent applicable under A.R.S. § 41-4401, the Consultant
warrants its compliance and that of its Subconsultants with all federal immigration laws and
regulations that relate to their employees and compliance with the E-verify requirements under
ARS. § 23-214(A). The Consultant or Subconsultant’s breach of this warranty shall be deemed a
material breach of the Agreement and may result in the termination of the Agreement by the City
under the terms of this Agreement. The City retains the legal right to randomly inspect the papers
and records of the other party to ensure that the other party is complying with the above-
mentioned warranty. The Consultant and Subconsultant warrant to keep their respective papers and
records open for random inspection during normal business hours by the other party. The
Consultant and Subconsultant shall cooperate with the City’s random inspections, including
granting the City entry rights onto their respective properties to perform the random inspections
and waiving their respective rights to keep such papers and records confidential.

No Boycott of Israel. To the extent A.R.S § 35-393 through § 35-393.03 are applicable, the
parties hereby certify that they are not currently engaged in, and agree for the duration of the
Agreement to not engage in, a boycott of goods or services from Israel, as that term is defined in
ARS § 35-393.

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11.

Attestation of PCI Compliance. When applicable, the Contractor will provide the City annually with a
Payment Card Industry Data Security Standard (PCI DSS) attestation of compliance certificate signed by an
officer of Contractor with oversight responsibility.

Notices.

12.

1

io

A notice, request or other communication that is required or permitted under this Agreement (each
"Notice") will be effective only if:

The Notice is in writing; and

Delivered in person or by overnight courier service (delivery charges prepaid), certified or
registered mail (return receipt requested).

Notice will be deemed to have been delivered to the person to whom it is addressed as of
the date of receipt, if:

(1) Received on a business day before 5:00 p.m. at the address for Notices identified
for the Party in this Agreement by U.S. Mail, hand delivery, or overnight courier
service; or

(2) As of the next business day after receipt, if received after 5:00 p-m.
The burden of proof of the place and time of delivery is upon the Party giving the Notice.

Digitalized signatures and copies of signatures will have the same effect as original
signatures.

Representatives.

a.

Consultant. Consultant's representative (the "Consultant's Representative") authorized to
act on Consultant's behalf with respect to the Project, and his or her address for Notice
delivery is:

VirTra, Inc.

c/o Nick Newhouse
7970 S Kyrene Road
Tempe, Arizona 85284

City. City's representative ("City's Representative") authorized to act on City's behalf, and
his or her address for Notice delivery is:

City of Glendale Police Department
c/o Police Chief

6835 N 57% Drive

Glendale, Arizona 85301

With required copy to:

City Manager City Attorney

City of Glendale City of Glendale

5850 West Glendale Avenue 5850 West Glendale Avenue
Glendale, Arizona 85301 Glendale, Arizona 85301

Concurrent Notices.

(1) All notices to City's representative must be given concurrently to City Manager
and City Attorney.

(2) A notice will not be deemed to have been received by City's representative until

the time that it has also been received by the City Manager and the City Attorney.

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13.

14.

(3) City may appoint one or more designees for the purpose of receiving notice by
delivery of a written notice to Consultant identifying the designee(s) and their
respective addresses for notices.

Entire Agreement; Survival; Counterparts; Signatures.

13.1

13.3

13.4

13.5

13.6

13.7

Term.

14.1

Integration. This Agreement contains, except as stated below, the entire agreement between City
and Consultant and supersedes all prior conversations and negotiations between the parties
regarding the Project or this Agreement.

a. Neither Party has made any representations, warranties or agreements as to any matters
concerning the Agreement's subject matter.

b. Representations, statements, conditions, or warranties not contained in this Agreement will
not be binding on the parties.

Cc. Inconsistencies between the solicitation, any addenda attached to the solicitation, the

response or any excerpts, if any, and this Agreement, will be resolved by the terms and
conditions stated in this Agreement.

Interpretation.

a. The parties fairly negotiated the Agreement's provisions to the extent they believed
necessary and with the legal representation they deemed appropriate.

b. The parties are of equal bargaining position and this Agreement must be construed equally
between the parties without consideration of which of the parties may have drafted this
Agreement.

c. The Agreement will be interpreted in accordance with the laws of the State of Arizona.

Survival. Except as specifically provided otherwise in this Agreement, each warranty,
representation, indemnification and hold harmless provision, insurance requirement, and every
other right, remedy and responsibility of a Party, will survive completion of the Project, or the
earlier termination of this Agreement.

Amendment, No amendment to this Agreement will be binding unless in writing and executed by
the parties. Electronic signature blocks do not constitute execution for purposes of this Agreement.
Any amendment may be subject to City Council approval.

Remedies. All rights and remedies provided in this Agreement are cumulative and the exercise of
any one or more right or remedy will not affect any other rights or remedies under this Agreement
or applicable law.

Severability. If any provision of this Agreement is voided or found unenforceable, that
determination will not affect the validity of the other provisions, and the voided or unenforceable
provision will be reformed to conform with applicable law.

Counterparts. This Agreement may be executed in counterparts, and all counterparts will together
comprise one instrument.

The term of this Agreement commences upon the effective date and continues for a one-year initial
period. The City may, at its option and with the approval of Consultant, extend the term of this
Agreement for an additional two (2) one-year periods, renewable on an annual basis. Consultant
will be notified in writing by the City of its intent to extend the Agreement period at least thirty (30)
calendar days prior to the expiration of the original or any renewal Agreement period. There are no
automatic renewals of this Agreement.

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15.

16.

14.2 Extension for Procurement Processes. Upon the expiration of the Term of this Agreement,
including the initial term and any renewals, at the City’s sole discretion, this Agreement may be
extended on a month-to-month basis for a maximum of six (6) months to allow for the City to
complete its procurement process to select a vendor to provide the services/materials similar to
those provided under this Agreement. The City will notify the Contractor in writing of its intent to
extend the Agreement at least thirty (30) calendar days prior to the expiration of the Term. Any
extension provided under this subsection will continue under the same terms and conditions as in
effect immediately prior to the expiration of the then-current term.

Dispute Resolution. Any controversy or claim arising out of or relating to this contract, or the breach
thereof, shall be settled by arbitration administered according to the American Arbitration Association’s
Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator may be entered in any
court having jurisdiction thereof.

Exhibits. The following exhibits, with reference to the term in which they are first referenced, are
incorporated by this reference.

Exhibit A Project
Exhibit B Scope of Work
Exhibit C Compensation

The parties enter into this Agreement effective as of the date shown above.

City of Glendale,
an Arizona municipal corporation

By: Kevin R. Phelps
Its: City Manager

ATTEST:

Julie IX. Bower
City Clerk (SEAL)

APPROVED AS TO FORM:

Michael D. Bailey
City Attorney

VirTra, Inc.,
a Nevada corporation

By: Nick Newhouse
Its: Sr. Customer Account Sales Manager

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EXHIBIT A

SERVICES AGREEMENT
VIRTRA, INC.

PROJECT

Consultant will provide annual service and maintenance plan for the VirTra V-300 virtual training simulator located
at the Glendale Regional Public Safety Training facility, which includes telephone support, remote assistance, labor,
parts, travel, software updates, all V-300 accessories, and overnight shipping. This package also includes an annual
service and maintenance visit from a VirTra technician.

EXHIBIT B

SERVICES AGREEMENT
VIRTRA, INC.

SCOPE OF WORK

See Consultant's attached quote, number 00005986, which includes Consultant's Sales Terms and Conditions for
Direct Sales to End Users/Buyer.

VirTra

7970 S Kyrena Road, Tempe, AZ 85284 USA | TOLL FREE: 800.455.8746 PH: 480.968.1488 FAX: 480.968.1448 | VIRTRA.COM

Account Name Glendale Police Department (AZ) Created Date 10/27/2021

Contact Name Dave Vidaure Quote Number 00005986

Phone (623) 772-7170 Xo Expiration Date 2/1/2022

Email dvidaure@glendaleaz.com

Ship To Name Glendale Police Department (AZ) Prepared By Nick Newhouse
Installation Street 11550 W. Glendale Ave Phone (480) 968-1488 \
Installation City Glendale Extension 5028%

Installation State AZ Email nnewhouse@virtra.com

Installation Zip Code85307

Notes: Coverage for all accessories included in V300 Service Plan line item.

Coverage Dates: 12/21/21 to 12/20/22

Product Line Item

Code Product Ppeeemion Product Description ® Quantity Total Price

. Additional year annual service agreement to include telephone
Service .
Plan Includes all support, remote assistance, labor, parts, travel, software updates,
SP-V300-A and overnight shipping. This package also includes an annual $24,230.90 1.00 $24,230.90

V-300®- accessories . . oe . A
service and maintenance visit from a VirTra technician. Includes all

Annual travel and expenses in CONUS.
Service 1 year annual service agreement to include telephone support,
Plan - remote assistance, labor, parts, travel, software updates, and
SP-VST-A_ V-ST overnight shipping. This package also includes an annual service $6,358.70 1.00 $6,358.70
Pro® - and maintenance visit from a VirTra technician. Includes all travel
Annual and expenses in CONUS.

Subtotal $30,589.60
Discount 0.00%
Total Price $30,589.60
S&H $0.00

Grand Total $30,589.60

Sales Terms and Conditions for Direct Sales to End Users/Buyer
Effective as of August 13, 2020 (supersedes all prior versions)

Definitions: The following capitalized words shall mean: “End Users/Buyer’ means the organization or person who buys
Seller's Goods and Services. “Goods and Services” means the articles, products, accessories and services to be supplied to
Buyer by Seller. “Technology and Intellectual Property Rights" means all patents, registered and unregistered designs, copyright,
trademarks, know-how, software, firmware, hardware, systems, components, or assemblies. “Seller” means VirTra, Inc., located
at 7970 S Kyrene Rd., Tempe, AZ 85284.

These Sales Terms and Conditions for Direct Sales to End Users/Buyers (“T&C”) apply to Buyer’s purchase of all Goods
and Services purchased directly from Seller. Goods and Services sold by Seller are expressly subject to and
conditioned upon the T&C set forth herein. By accepting delivery of the Goods and Services, Buyer accepts and is
bound to these T&C. Any different or additional terms set forth by, whether in Buyer’s purchase order or another
communication, are expressly rejected and will not be binding on Seller unless agreed to in writing by an authorized
officer of Seller.

All Sales Final. All sales are final and no returns, refunds or exchanges of the Goods and Services are allowed, except as
provided by state or federal law, and, to the returns, refunds or exchanges are required by law, must be preapproved by Seller
using their Return Merchandise Authorization (RMA) form.

VirTra

7970 S Kyrene Road, Tempe, AZ 85284 USA | TOLL FREE: 800.455.8748 PH: 480.968.1488 FAX: 480.968.1448 | VIRTRACOM

Restocking Fees. In Seller's sole discretion, all returns, refunds or exchanges may be charged a restocking fee of up to 15% of
the purchase price paid, plus any applicable shipping and sales tax, unless the returned product is defective, or the return is a
direct result of Seller's error.

Payment Terms. Terms of payment are within Seller's sole discretion and, unless otherwise agreed to by Seller in writing, 50%
deposit payment must be received prior to Seller's acceptance of an order with the 50% balance due upon shipping. Payment for
Goods and Services will be made in United States currency ($US Dollar) by a preapproved payment method. Credit payment
terms must be preapproved by Seller's Finance Department and if approved, invoices are due and payable within the time period
Noted on invoices, measured from the date of the invoice. Seller may at its sole discretion invoice parts of an order separately.
Seller may suspend or cancel Buyer's order for any failure to comply with agreed upon payment terms. Seller is not responsible
for pricing, typographical, or other errors in any offer by Seller and reserves the right to cancel any orders resulting from such
errors.

Late Payments. Interest and late payment fees may be calculated from the day after the payment's stated due date through the
date payment is received in full, at the maximum legal allowable interest rate in effect on the applicable dates.

Taxes. Sales tax, end user tax, pass-through tax, value-added tax (VAT), transaction privilege tax, consumption tax, customs tax
and/or duties are the sole responsibility of Buyer, and Buyer agrees to reimburse Seller for all applicable taxes that Seller is
required to collect, regardless of the tax amount being excluded from Seller’s quotes or Buyer's Purchase Orders.

Tax Exemption. If Buyer requests tax exempt status then Buyer must provide Seller with a correct, valid and signed tax
exemption certificate applicable to the specific Goods and Services purchased, relevant to the end use location, prior to Seller
invoicing. If an invalid tax exemption certificate is received or no tax exemption certificate is received, it will be the responsibility of
Buyer to pay all required taxes. Additionally, it will be Buyer's responsibility to obtain any tax refunds permitted if Seller has
collected and remitted taxes to a taxing authority.

Shipping; Title; Risk of Loss. Shipping and handling cost will be added to all invoices unless otherwise expressly indicated and
agreed to in writing at the time of sale. Seller reserves the right to make partial shipments unless specifically stated otherwise on
Buyer's signed Pro Forma Invoice or purchase order and such shipping terms are pre-approved by Seller in writing. Products may
ship from multiple locations following the rules of the International Commercial Terms (Incoterms) as published by the

International Chamber of Commerce (ICC). Ti I rigi It

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seller. Once seller is deemed to have delivered goods to the named place of delivery, the buyer is responsible for both unloading
the goods and loading them onto their own carrier. Any loss or damage that occurs after seller's delivery is Buyer's responsibility.
Buyer must promptly file claims for damaged items with the freight carrier. Shipping dates are estimates only.

Excusable Delays. Seller will use commercially reasonable efforts to deliver all products ordered as agreed or as soon as
reasonably practicable. In the event of interruption of any delivery due to causes beyond the reasonable control of Seller,
including but not limited to force majeure, fire, labor disturbances, riots, accidents, or inability to obtain necessary materials or
components, Seller has the right, in its sole discretion and upon oral or written notice to Buyer, to delay or terminate the delivery
Not For Resale or Export. Buyer represents and warrants that they are buying Seller's products for the specified end user, and
Buyer will not resale or export Seller's products to a country other than the country listed as the Buyer’s shipping destination. The
shipment of certain Seller products outside of the United States of America (USA) is restricted by US federal law and neither
Seller's products nor the technology can be exported out of the US without Seller's prior written approval. In addition, certain
Seller Products require a validated export/import license (DSP 5, 61, or 73) prior to shipment to certain countries. If required,
Buyer agrees to submit the required paperwork to Seller to process an application to obtain the required import/export license(s)
from the US State Department. Seller cannot guarantee US State Department approval and has the right to cancel any item(s)
not approved for import/export by the US State Department.

Regulations and Restrictions. Buyer agree to comply with all applicable laws, codes and license requirements, and controls of
the United States and other applicable jurisdictions in connection with the use of Seller products including Buyer's acceptance of
responsibility for the payment of any relevant taxes or duties. Buyer is responsible for understanding and verifying all local laws,
regulations, restrictions and building code requirements for the purchase, delivery, receipt, storage, installation and use of Seller's
Goods and Services. Seller may suspend or cancel Buyer's order, at Seller's sole discretion, for violation of regulations and
restrictions.

Technology and Intellectual Property Rights. Buyer agrees that Seller claims, and has claim to, various Proprietary rights of its
Goods and Services, and Buyer agrees to take reasonably necessary steps to ensure that Seller's rights will not directly or
indirectly be violated, which would cause irreparable harm to Seller. Except for the license to use the Goods and Services, the
sale of Goods and Services will not confer upon Buyer any license, express or implied, under any patents, trademarks, trade
names, or other proprietary rights owned or controlled by Seller, its subsidiaries, affiliates, or suppliers; it being specifically
understood and agreed that all the rights are reserved to Seller, its subsidiaries, affiliates, or suppliers. Buyer may not obscure,
remove, or alter any copyright, trademark, service mark or other proprietary notices or legends on the products.

Design Changes. Seller reserves the right to make changes in design of any of its products without incurring any obligation to
notify Buyer or to make the same change to products previously purchased by Buyer.

Severable Provisions. If any provision of these T&C is found to be invalid or unenforceable by a court of competent jurisdiction,
then the remainder will remain in full force and effect and any invalid provision(s) will be modified or partially enforced by the court
to the maximum extent permitted by law to effectuate the purpose of this agreement.

Limitation of Liability. Seller shall not be liable for any or all loss or damage suffered by Buyer in excess of the contract price.
Nothing contained in these T&C shall be construed so as to limit or exclude the liability as a result of Seller's gross negligence or
that gross negligence of its employees or agents.

Relationship of Parties. Nothing contained in these T&C shall be construed as establishing or implying any partnership or joint
venture between the parties and nothing in these T&C shall be deemed to construe either of the parties as the agent of the other.
Assignment and Sub-Contracting. The contract between Buyer and Seller for the Goods and Services shall not be assigned or
transferred, nor the performance of any obligation sub-contracted, without the prior written consent of both Buyer and Seller.

VirTra

7970 S Kyrena Raad, Tempe, AZ 85284 USA | TOLL FREE: 600.455.8748 PH: 480.988.1488 FAX: 480.968.1448 | VIRTRA.COM

Entire Agreement. These T&C, along with the any product warranty, license and service agreement(s) provided, constitute the
entire agreement between the parties. These Sales T&C supersede and replace any prior agreement or understanding between
the parties, including any oral representations concerning the subject matter of this agreement. Any prior or extrinsic
representations or agreements, with the exception of the product warranty, if provided and any service and license agreement(s),
are intended to be discharged or nullified.

Governing Law; Jurisdiction and Venue. The laws of the State of Arizona, USA govern this transaction and agreement, without
regard to conflicts of law. Any litigation regarding the interpretation or enforcement of these T&C shall be resolved in the State of
Arizona and the courts of Arizona shall have exclusive jurisdiction over such litigation and the parties agree to such exclusive
jurisdiction. The parties expressly reject any application of the United Nations Convention on Contracts for the International Sale
of Goods (“CISG") to these T&C and the associated transactions.

Exclusions and Limitations; Release. To the extent permitted by law, Seller's warranty and the remedies set forth in that
warranty are exclusive and in lieu of all other warranties, remedies, and conditions, whether oral or written, statutory, express or
implied, as permitted by applicable law, Seller specifically disclaims any and all statutory or implied warranties, including without
limitation, warranties of merchantability, design, fitness for a particular purpose, arising from a course of dealing, usage or trade
practice, warranties against hidden or latent defects, and warranties against patent infringement. If Seller cannot lawfully disclaim
statutory or implied warranties than to the extent permitted by law, all such warranties are limited to the duration of the express
warranty described above and limited to the other provisions contained in the warranty document. The remedies provided for in
the warranty are expressly in lieu of any other liability Seller may have. Seller's cumulative liability to any party for any loss or
damage resulting from any claims, demands, or actions arising out of or relating to any Seller product will not exceed the
purchase price paid to Seller by Buyer for the product, notwithstanding third-party purchases. In no event will Seller be liable for
any direct, special, indirect, incidental, exemplary, punitive or consequential damages, however caused, whether for breach of
warranty, breach of contract, negligence, strict liability, tort or under any other legal theory, even if Seller has been advised of the
possibility of those damages or if those damages could have been reasonably foreseen, and notwithstanding any failure of
essential purpose of any exclusive remedy provided in the warranty. Some local laws do not allow for the limitation or exclusion of
liability for incidental or consequential damages, so the above limitation or exclusion may not apply to Buyer. Seller disclaims any
representation that it will be able to repair any product under warranty or make a product exchange without risk to or loss of
programs or data. Buyer agrees to release and save Seller harmless from any and all liability arising out of use or misuse of Seller
product, including any claims for damages and personal injuries. Buyer agrees to assume all risks of loss and all liability for any
damages and personal injury which may result from use or misuse of Seller product. Seller is not liable for any claims made bya
third party or by Buyer for or on behalf of a third party.

To accept this quote as a purchase order, please sign and return to VirTra rep

Signature: -SELECT PAYMENT METHOD-
PrintedName:_ Credit Card; include contact information only
(subject to limits)
Date: Purchase Order:
Check:

Other (please specify):

EXHIBIT C

SERVICES AGREEMENT
VIRTRA, INC.

COMPENSATION
NOT-TO-EXCEED AMOUNT

The total amount of compensation paid to Consultant for full completion of all work required by the Project during
the entire term of the Project must not exceed $91,768.80.

DETAILED PROJECT COMPENSATION

The annual cost is $30,589.60. After annual Payment Application (Invoice) is received, City will process and remit
payment within 30 days.

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