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CONTRACT 6075 Vender Agreement CLOSEDAgreement No. 6075 VlmrTra —070 c k.`.Itn=-. F.uz+', Tv n:;e. AZ !`•?'sari US." I ULL DN. A is +iL'.tl J-�B.I r+e_`' , vI RA:C14•1 Account Name EI SC undo Police Dcp irunent Contact Name BI:indnn RroNinuia Phone (310) �24-2280 `. Email hbroanm,- relsceundo ors Ship To Name i_I SC_UndO PuliCe Dcpm taunt Vu I ra S'l IT .lnnual C OMIRWt 0I6Cr1112 Created Date ;/ 11U2021 Quote Number 000048oS Expiration Date 91;110,202i Prepared By Scott Dilullo Phone (480) 06e-I188 ,50>i Email Sduullo 0 \ Iwo corn VIRTRA, INC. SIMULATED FIREARM EQUIPMENT AND TRAINING SERVICES AGREEMENT AGREEMENT: Simulated Firearm Equipment and Training Services Agreement (the "Agreement") is made and entered by and between the organizations or entities set forth below to provide Agency with certain hardware, software, documentation, installation, training, maintenance, and support (collectively, the "System"). CONTRACT PRICE SUMMARY: fy rr rYtr.. tt� aup�RR•a6dawrr..tre pw lroAt er r,;^.. I(r9rW0. A;i,rY�ns�.,,Vo Setup & Training S5 `40 00 S&H $350 00 ��anarrl t�u;�arrxrira��at�unerdai, Annual Contract 7,4QS 82 Rate (STEP) TERM: This Agreement will become effective upon the date the customer receives and accepts control over a substantial portion of the equipment listed on Exhibit D and services listed on the System Acceptance Checklist (Exhibit C) but not more than 90 days after Contract execution date. Unless terminated as set forth herein, this Agreement shall remain in force for a period of twelve (12) months (the "Term") from the Effective Date. After the Term, this Agreement will be renewed for additional periods of twelve (12) months (each a "Renewal Term"), up to a total aggregated term of sixty (60 months), unless and until one party provides the other party with written notice of termination at least sixty (60) days prior to the end of the Term, or any subsequent Renewal Term. EXHIBITS: The following exhibits are incorporated herein by reference and form a material part of this Agreement. Exhibit A. General Terms and Conditions. Exhibit B: Maintenance and Support Agreement. Exhibit C: System Acceptance Check List. Exhibit D: Services, Equipment, and Annual Rate Summary VirTra Agreement No. 6075 7970 S Kyrene Road, Tempe, AZ 85284 USA I TOLL FREE: 800,455.8746 PH: 480.968.1488 FAX: 480.968,1448 1 MRTRA.COM SIGNATURES: By signing below, each signatory warrants and represents that he/she executed this Agreement in his/her authorized capacity, that he/she has the authority to bind the entity listed below to contractual obligations and that by his/her signature on this Agreement, the entity on behalf of which he/she acted, executed this Agreement. FOR AGENCY d SS Printed Name and Title City Attor,Gle 6 FOR VIRTRA 5�19 ._. _. __........ Signature Scott Dilullo-Regional Sales Ma Printed Name and Title 7970 South Kyrene Road Tempe, AZ 85284 (480) 968-1488 6......3..L Date "l Insurance Approval �SL18I20,21, Date `, 0 Agreement No. 6075 .970 S Ayi'un Ruuu, Tr_m;j_v, AZ L8-25+i USA TOLL FRc_: 800.47-5 87M_ PIA: A-80.968.14E-8 �A;L': +i£�I.JiL?.'I+� iE ; VIR�IRAL'OM SIGNATURES: By signing below, each signatory warrants and represents that he/she executed this Agreement in his/her authorized capacity, that he/she has the authority to bind the entity listed below to contractual obligations and that by his/her signature on this Agreement, the entity on behalf of which he/she acted, executed this Agreement. FOR AGENCY Signature Printed Name and Title Bill Whalen. Chief of Police Date FOR VIRTRA Z� zZ e 0511812-021 Signature Date Scott Dilullo-Re ional Sales Manager Printed Name and Title 7970 South Kyrene Road Tempe, AZ 85284 (480)968-1488 WT, Agreement No. 6075 "9?O.Kpi'rr R +c,Ti:n:�:r.,AZE' 2L'•`� 'vi^ LLF�IcE: L;QU:��S.&?. PIL'•CQ.cGU.l4ti �,K;\: iEJac;Z.'Iri_ b9RTRA.COM EXHIBIT A VIRTRA, INC. AGREEMENT FOR SIMULATED FIREARM EQUIPMENT AND TRAINING SERVICES GENERAL TERMS AND CONDITIONS 1. NON-EXCLUSIVE AGREEMENT The Agreement does not establish an exclusive contract between the Agency and VirTra. Each party expressly reserves rightsto, without limitation, the following: the right to utilize others to provide products, support and services; the right to request proposals from others with or without requesting proposals from VirTra; and the unrestricted right to bid and supply any such product, support or service. 2. PRODUCTS AND SERVICES VirTra agrees to provide the Agency with the System, including all goods and services in accordance with the terms and conditions set forth in the Agreement, including all Exhibits that are attached to the Agreement and incorporated herein, as well asall necessary manpower and other necessary resources. ANY ADDITIONAL OR DIFFERENT TERMS OR QUALIFICATIONS, INCLUDING, WITHOUT LIMITATION, ELECTRONICALLY OR IN MAILINGS, ATTACHED TO INVOICES OR WITH ANY GOODS SHIPPED, SHALL NOT BECOME PART OF THE CONTRACT BETWEEN THE PARTIES. THE PARTIES AGREE THAT ALL TERMS AND CONDITIONS ARE SET FORTH IN THIS AGREEMENT. Employees and agents of VirTra, shall, while on the premises of the Agency, comply with all rules and regulations of thepremises, including, but not limited to, security requirements. If required, VirTra shall be responsible for installation, training and knowledge transfer activities in relation to the goods beingsupplied, as set forth in Exhibit B to this Agreement. All equipment shall be delivered to an Agency site specified in the contract release purchase order. or if not so specified therein,as otherwise agreed by the parties in writing. Upon any termination or expiration of this Agreement; the System and all other related materials provided to Agency hereunder shall be returned to VirTra or, at VirTra's option, VirTra may arrange for pickup of the System and related materials. The Systemand related materials must be returned to VirTra in good repair and functionality, considering reasonable wear and tear. VirTra shall provide the System and perform work in a professional manner consistent with, at a minimum, general industrystandards. 3. NECESSARY ACTS AND FURTHER ASSURANCES The parties agree that they shall cooperate and execute and deliver such further documents and instruments and shall take such other actions as may be reasonably required or appropriate to evidence or carry out the intent and purposes of this Agreement. 4. COUNTING DAYS Days are to be counted by excluding the first day and including the last day, unless the last day is a Saturday, a Sunday, or alegal holiday, and then it is to be excluded. 5. PRICING Unless otherwise stated, prices shall be fixed for the first year of the Agreement, with increases in payments in subsequent years to be mutually agreed by the parties in writing. if any product listed in this Agreement is discontinued or upgraded prior to delivery,VirTra shall extend the same pricing towards a comparable replacement that is functionally equivalent or an upgraded version. Exhibit D of the Agreement is the basis for pricing and compensation throughout the term of the Agreement. 6. MODIFICATION This Agreement or any contract release purchase order may be supplemented, amended, or modified only by the mutual agreement of the parties. No supplement, amendment, or modification of this Agreement contract release purchase order will bebinding on Agency unless it is in writing and signed by am authorized representative of the Agency. Agreement No. 6075 USA I -D•LL FR=-. till'`.+i=5 07.. Pf L 4130.9613.148E =.+k: 4f10.9(i8.lf++i dlk- lr+.i1G'b1 7. HAZARDOUS SUBSTANCES If any product being offered, delivered or supplied to the Agency is listed in the Hazardous Substances List of the Regulations of the Occupational Safety and Health Administration, or if the product presents a physical or health hazard, VirTra must include a Material Safety Data Sheet (MSDS) with delivery, or shipment. Each MSDS must reference the contract/purchase order number, and identify the "Ship To Address". All shipments and containers must comply with the labeling requirements of Title 49, Code of Federal Regulations by identifying the hazardous substance, name and address of manufacturer, and appropriate hazard warningregarding potential physical safety and health hazard. 8. SHIPPING AND RISK OF LOSS Goods shall be packaged, marked and otherwise prepared by VirTra in suitable containers in accordance with sound commercial practices. VirTra shall include an itemized packing list with each shipment and with each individual box or package shipped to the Agency. The packing list shall contain, without limitation, the applicable contract release purchase order number. Unless otherwise specified in writing, all shipments by VirTra to Agency will be F.O.B. point of destination. Freight or handling charges are not billable unless such charges are referenced on the order. Transportation receipts, if required by contract releasepurchase order, must accompany invoice. Regardless of F.O.B. point, VirTra agrees to bear all risks of loss, injury, or destructionto goods and materials ordered herein which occur prior to delivery at Agency's destination; and such loss, injury or destruction shall not release VirTra from any obligation hereunder. 9. INSPECTION AND RELATED RIGHTS All goods and services are subject to inspection, testing, approval and acceptance by the Agency. Inspection shall be made priorto execution of the System Acceptance Checklist, shown in Exhibit C. In the event that VirTra's goods are not accepted by Agency due to a material breach by VirTra, VirTra shall be liable to remedy, repair, or replace the rejected goods. The rights and remedies of Agency provided herein shall not be exclusive and are in addition to any other rights and remedies provided by law. The acceptance by Agency of late or partial performance with or without objection or reservation shall not waivethe right to claim damage for such breach nor constitute a waiver of the rights or requirements for the complete and timely performance of any obligation remaining to be performed by VirTra, or of any other claim, right or remedy of the Agency. A4enc� -s acceptance oI'the goods and services ulfercd b� Vir fra hereunder shall be e% idenced bN an authorized Simature onlnstullation Sign-ofl 10. ADJUSTMENT BY COMPANY The Agency reserves the right to waive a variation in specification of goods or services supplied by VirTra. VirTra may request an equitable adjustment of payments to be made by Agency if Agency requires a change in the goods or services to be delivered. Any claim by VirTra for resulting adjustment of payment must be asserted within thirty (30) days from the date of receipt by VirTra of the notification of change required by Agency. 11. INVOICING VirTra shall invoice Agency on a periodic basis, in accordance with the pricing set forth in Exhibit D of the Agreement. Invoicesshall be sent to the Agency customer or department referenced above or such other person or address as the Agency may provide to VirTra, in writing, from time to time. Invoices for goods or services not specifically listed in the Agreement will not beapproved for payment. Invoices shall include: VirTra's complete name and remit -to address; invoice date, invoice number, and payment term; Agencycontract number; pricing per the Agreement; applicable taxes; and total cost. VirTra and Agency shall make reasonable efforts to resolve all invoicing disputes within seven (7) days. 12. AVAILABILITY OF FUNDING The Agency's obligation for payment of any fees or charges beyond the Initial Term is contingent upon the availability of funding and upon appropriation for payment to VirTra. 13. PAYMENT The Agency's standard payment term shall be Net 30, unless otherwise agreed to by the parties. Payment shall be due thirty (30) days from the date of receipt of each invoice issued hereunder. 14. OTHER PAYMENT PROVISIONS Notwithstanding anything to the contrary, Agency shall not stake payments prior to receipt of service or goods (i.e. the Agency will not make "advance payments"). Sales tax shall be noted separately on every invoice. Items that are not subject to sales tax shall be clearly identified. VirTra shall be responsible for payment of all state and federal taxes assessed on the compensation received under this Purchase Order and such payment shall be identified under VirTra's federal and state identification number(s). Agreement No. 6075 7-97 r_E22, S FREE: �;l u�; P ir•�-, r. - �: r-� r ; `vIR 1A.C'CM fJ . Kyrati� R+�aG Tar:�.�. A. s_ �� Ua.. ;GLL Fk- 'lL.��=S.c�' . r I -I � �u8.1,_�£' =kX: 4?.J.Joi..l•r�_�. 15. TERMINATION FOR CAUSE Either party may terminate this Agreement or any contract release purchase order, in whole or in part, for cause upon thirty (30) days written notice to the other party. For purposes of this Agreement, cause includes, but is not limited to, any of the following: (a) material breach of this Agreement or any contract release purchase order, (b) violation by a party of any applicable laws or regulations; or (c) assignment or delegation by a party of the rights or duties under this Agreement without the written consent of the other party. In lieu of terminating immediately upon default, the non -defaulting party may, at its option, provide written notice specifying the cause for termination and allow the defaulting party ten (10) days (or other specified time period in the written notice) to cure. If, within ten (10) days(or other specified time) after such notice has been given, the defaulting party has not cured the default to the reasonable satisfaction of the non -defaulting party, or if the default cannot be reasonably cured within that time period, the non -defaulting party may terminate this Agreement at any time thereafter. 16. TERMINATION FOR BANKRUPTCY If VirTra is adjudged to be bankrupt or should have a general assignment for the benefit of its creditors, or if a receiver should be appointed on account of VirTra's insolvency, the Agency may terminate this Agreement immediately without penalty. For the purpose of this Section, bankruptcy shall mean the filing of a voluntary or involuntary petition of bankruptcy or similar relief from creditors; insolvency; the appointment of a trustee or receiver, or any similar occurrence reasonably indicating an imminent inability to perform substantially all of the party's duties under this Agreement. 17. ACCOUNTABILITY VirTra will be the primary point of contact for the manufacturer, deliverer or any subcontractors and assume the responsibility of all matters relating to the purchase, including those involving the manufacturer and deliverer or any subcontractor, as well as payment issues. If issues arise, VirTra must take immediate action to correct or resolve the issues. 18. NO ASSIGNMENT, DELEGATION OR SUBCONTRACTING WITHOUT PRIOR WRITTEN CONSENT VirTra may not assign any of its rights, delegate any of its duties or subcontract any portion of its work or business under this Agreement or any contract release purchase order without the prior written consent of Agency. Notwithstanding the foregoing, VirTra may transfer it rights and obligations under this Agreement in conjunction with a sale of all or substantially all of VirTra's assets. 19. MERGER AND ACQUISITION The terms of this Agreement will survive an acquisition, merger, divestiture or other transfer of rights involving VirTra. In the event of an acquisition, merger, divestiture or other transfer of rights VirTra must ensure that the enquiring entity or the new entity is legally required to: A. Honor all the tenns negotiated in this Agreement and any pre -acquisition or pre -merger Agreement between VirTra and the Agency, including but not limited to: a) established pricing and fees; b) product support and maintenance until the contract is terminated; and c) noprice escalation during the term of the Agreement. B. If applicable, provide the functionality of the software in a future, separate or renamed product, if the acquiring entity or the new entity reduces or replaces the functionality, or otherwise provide a substantially similar functionality of the current licensed product. The Agency willnot be required to pay any additional license or maintenance fee. C. Give the Agency prompt written notice following the closing of an acquisition, merger, divestiture or other transfer of rights involvingVirTra. 21. COMPLIANCE WITH ALL LAWS R REGULATIONS VirTra shall comply with all laws, codes, regulations, rules and orders (collectively, "Regulations") applicable to the goods and/or services to be provided hereunder. VirTra's violation of this provision shall be deemed a material default by VirTra, giving Agency the right to terminate the Agreement. Examples of such Regulations include but are not limited to Occupational Safety and Health Act of 1970 and the standards and regulations issued there under. VirTra agrees to indemnify and hold harmless the Agency for any loss, damage, fine, penalty, or any expense whatsoever as a result of VirTra's failure to comply with the act and any standards or regulations issued there under. 22. FORCE MAJEURE Neither party shall be liable for failure of performance, nor incur any liability to the other party on account of any loss or damage resulting from any delay or failure to perform all or any part of this Agreement if such delay or failure is caused by events, occurrences. or causes beyond the reasonable control and without negligence of the parties. Such events, occurrences, or causes will include; but not limited to, Acts of God/Nature (including fire, flood, earthquake, storm, hurricane or other natural disaster), war, invasion, act of foreign enemies, hostilities (whether war is declared or not), civil war, riots, rebellion, revolution, insurrection, military or usurped power or confiscation, terrorist activities, nationalization, government sanction, lockout, blockage, embargo, labor dispute, strike, interruption or failure of electricity or telecommunication service, or governmental declaration of emergency or disaster if it affects the Agency Each party, as applicable, shall give the other party notice of its inability to perform and particulars in reasonable detail of the cause of the inability. Each party must use best efforts to remedy the situation and remove, as soon as practicable, the cause of its inability to perform or comply. The party asserting Force Majeure as a cause for non-performance shall have the burden of proving that reasonable steps were taken to minimize delay or damages caused by foreseeable events, that all non -excused obligations were substantially fulfilled, and that the other party Agreement No. 6075 Rai; Ti r+;:r. AZ RZ.2ie4 US I TLLL FRZ-=, !:00.4=,5 ;? PIA 480.968:1;<!:£ %\: •�L'_� �c1L':I}r'�c ! VIR9?tACOM was timely notified of the likelihood or actual occurrence which would justify such an assertion, so that other prudent precautions could be contemplated. The Agency shall reserve the right to terminate (his Agreement and/or any applicable order or contract release purchase order upon non -perform ance by VirTra. The Agency shall reserve the right to extend the agreement and time for performance at its discretion. 23. CONFLICTS OF INTEREST VirTra shall comply, and require its subcontractors to comply, with all applicable (i) requirements governing avoidance of impermissible client conflicts; and (ii) federal, state and local conflict of interest laws and regulations. In accepting this Agreement, VirTra covenants that it presently has no interest, and will not acquire any interest, direct or indirect, financial or otherwise, which would conflict in any manner or degree with the performance of this Agreement. VirTra further covenants that, in the performance of this Agreement, it will not employ any contractor or person having such an interest, including but not limited to VirTra's employees and subcontractors. 24. INDEPENDENT CONTRACTOR VirTra shall supply all goods and/or perform all services pursuant to this Agreement as an independent contractor and not as an officer, agent, servant, or employee of Agency. VirTra shall be solely responsible for the acts and omissions of its officers, agents, employees, contractors, and subcontractors. if any. Nothing herein shall be considered as creating a partnership or joint venture between the Agency and VirTra. No person performing any services and/or supplying all goods shall be considered an officer, agent, servant, or employee of Agency, nor shall any such person be entitled to any benefits available or granted to employees of the Agency. VirTra is responsible for payment to sub -contractors and must monitor, evaluate, and account for the sub-contractor(s) services and operations. 25. INSURANCE A. Before commencing performance under this Agreement, and at all other times this Agreement is effective, VIRTRA will procure and maintain the following types of insurance with coverage limits complying, at a minimum, with the limits set forth below: Type of Insurance Limits Commercial general liability: $2,000,000 Professional Liability $1,000,000 Workers' compensation Statutory requirement B. Commercial general liability insurance will meet or exceed the requirements of ISO-CGL Form No. CG 00 01 1185 or 88. The amount of insurance set forth above will be a combined single limit per occurrence for bodily injury, personal injury, and property damage for the policy coverage. Liability policies will be endorsed to name City, its officials, and employees as "additional insureds" under said insurance coverage and to state that such insurance will be deemed "primary" such that any other insurance that may be carried by City will be excess thereto. Such insurance will be on an "occurrence," not a "claims made," basis and will not be cancelable or subject to reduction except upon thirty (30) days prior written notice to City. C. Professional liability coverage will be on an "occurrence basis" if such coverage is available, or on a "claims made" basis if not available. When coverage is provided on a "claims made basis," VIRTRA will continue to renew the insurance for a period of three (3) years after this Agreement expires or is terminated. Such insurance will have the same coverage and limits as the policy that was in effect during the term of this Agreement and will cover VIRTRA for all claims made by City arising out of any errors or omissions of VIRTRA, or its officers, employees or agents during the time this Agreement was in effect. D. Each such liability policy shall name the City of El Segundo as an Additional Insured for such liability of the City, and each such first - party shall name the City as a Loss Payee. VIRTRA will furnish to City duly authenticated Certificates of Insurance evidencing maintenance of the insurance required under this Agreement and such other evidence of insurance or copies of policies as may be reasonably required by City from time to time. Insurance must be placed with insurers with a current A.M. Best Company Rating equivalent to at least a Rating of "A:VII." E. All insurance required will be primary coverage as respects City and any insurance or self insurance maintained by City will be excess of VIRTRA's insurance coverage and will not contribute to it. F. VIRTRA agrees to waive all rights of subrogation against the City and its officers, officials, employees, agents, representatives, and certified volunteers for losses arising from work performed by VIRTRA under the terns of this Agreement. G. Should VIRTRA, for any reason, fail to obtain and maintain the insurance required by this Agreement, City may obtain such coverage at VIRTRA's expense and deduct the cost of such insurance from payments due to VIRTRA under this Agreement or terminate. 26. DAMAGE AND REPAIR BY CONTRACTOR Any and all damages caused by VirTra's negligence or operations shall be repaired, replaced or reimbursed by VirTra at no charge to the Agency. Repairs and replacements shall be completed in a timely and expedient manner. The clean up of all damage related to accidental or Agreement No. 6075 7970 S, Kyi Roan,T-_rnpe.AZ'_' 2sS4 USA I TOLL FRS=. l3!G.+i_5t. _ PI-1 480,0968,148i :=A:x.: -iEL0.9L�e.1+1+iF , MRT-rtA.COM intentional release of any/alI non -hazardous or hazardous material (e.g. hydraulic fluid, fuel, grease, etc.) from VirTra's vehicles or during performance shall be the responsibility of VirTra. All materials must be cleaned up in a manner and time reasonably acceptable to Agency (completely and immediately to prevent potential as well as actual environmental damage). VirTra must promptly report each incident to the Agency. Damage observed by VirTra, whether or not resulting from VirTra's operations or negligence shall be promptly reported by VirTra to Agency. Agency may, at its option, approve and/or dictate the actions that are in Agency's best interests. 28. LIENS, CLAIMS, AND ENCUMBRANCES AND TITLE Virl'ra represents and warrants that all the foods and materials ordered and dcliv cred are Iles and clear ol'all liens. claims or encumbrances of am 1<in<I. Right of use to the material and supplies accepted .hall pass dircctl\ from Vir I ra to A enc\ at the I .0.B. point_ suhiect to the ri-flit 01'A2C1lQ to rCject upon inspection. 29. INDEMNITY Neither party shall not be liable for, and each party shall defend, indemnify and hold harmless the other party and the employees and agents of the other party (collectively, the "Indemnified Parties") against any and all claims, demands, liability, judgments, awards, fines, mechanics' liens or other liens, labor disputes, losses, damages, expenses, charges or costs of any kind or character, including without limitation attorneys' fees and court costs (hereinafter collectively referred to as "Claims"), related to and arising either directly or indirectly from any act, error, omission or negligence of a party or its contractors, licensees, agents, servants or employees, excepting only Claims caused by the sole negligence or willfulness of a party. A party shall reimburse the other for al I costs; attorneys' fees, expenses and liabilities incurred with respect to any litigation in which a party is obligated to indemnify, defend and hold harmless the other party as set forth herein. 30. WARRANTY; MAINTENANCE VirTra shall provide the warranty and maintenance services set forth in Exhibit B to this Agreement. Except as expressly set forth therein, VirTra shall have no other maintenance or support obligations. 31. COOPERATION WiTH REVIEW VirTra shall cooperate with Agency's periodic review of VirTra's performance. VirTra shall make itself available onsite to review the progress of the project and Agreement, as requested by the Agency, upon reasonable advance notice. 32. NON-DISCRIMINATION VirTra shall comply with all applicable Federal, State, and local laws and regulations concerning nondiscrimination and equal opportunity in contracting. Such laws include, but are not limited to, the following: Title VII of the Civil Rights Act of 1964 as amended; Americans with Disabilities Act of 1990; and The Rehabilitation Act of 1973 (§§ 503 and 504), VirTra shall not discriminate against any employee, subcontractor or applicant for employment because of age, race, color, national origin, ancestry, religion, sex/gender, sexual orientation, mental disability, physical disability, medical condition, political beliefs, organizational affiliations, or marital status in the recruitment, selection for training including apprenticeship, hiring, employment, utilization, promotion, layoff, rates of pay or other forms of compensation. Nor shall VirTra discriminate in provision of services provided under this Agreement because of age, race, color, national origin, ancestry, religion, sex/gender, sexual orientation, mental disability, physical disability, medical condition, political beliefs, organizational affiliations, or marital status. VirTra's violation of this provision shall be deemed a material default by VirTra giving Agency a right to terminate the Agreement for cause. 33. SEVERABILITY Should any part of the Agreement between Agency and VirTra or any purchase order be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect the validity of the remainder of the Agreement or any purchase order which shall continue in full force and effect, provided that such remainder can, absent the excised portion, be reasonably interpreted to give the effect to the intentions of the parties. 34. NON -WAIVER No waiver of a breach, failure of any condition; or any right or remedy contained in or granted by the provisions of this Agreement will be effective unless it is in writing and signed by Agency. No waiver of any breach, failure, right, or remedy will be deemed a waiver of any other breach, failure, right, or remedy, whether or not similar, nor will any waiver constitute a continuing waiver unless the writing signed by the Agency so specifies. 35. USE OF COMPANY'S NAME FOR COMMERCIAL PURPOSES VirTra may not use the name of the Agency or reference any endorsement from the Agency in any fashion for any purpose, without the prior express written consent of the Agency. 36. HEADINGS AND TITLES The titles and headings in this Agreement are included principally for convenience and do not by themselves affect the construction or interpretation of any provision in this Agreement, nor affect any of the rights or obligations of the parties to this Agreement. 37. ENTIRE AGREEMENT This Agreement and its Exhibits constitute the final, complete and exclusive statement of the terms of the agreement between the parties. It incorporates and supersedes all the agreements, covenants and understandings between the parties concerning the subject matter hereof, and all such agreements, covenants and understandings have been merged into this Agreement. No prior or contemporaneous agreement or understanding, verbal or otherwise, of the parties or their agents shall be valid or enforceable unless embodied in this Agreement. Agreement No. 6075 'J?D _ K,yi::r :: Ra ni, Tyr+{_u, AZ.�:2G'+i 1 -. I TOLL I FREE-:Gi -G.%� 5.2,? ,o i}N. 4c0:_� G.h•fi -.;ti: +'iL?'1 Jt•tt.'I i �% i VIRTRA.CC 38. EXECUTION & COUNTERPARTS This Agreement may be executed in one or more counterparts, each of which will be considered an original, but all of which together will constitute one and the same instrument. The parties agree that this Agreement, its amendments, and ancillary agreements to be entered into in connection with this Agreement will be considered signed when the signature of a party is delivered a method described herein. 39. NOTICES All deliveries, notices, requests, demands or other communications provided for or required by this Agreement shall be in writing and shall be deemed to have been given when sent by registered or certified mail, return receipt requested; when sent by overnight carrier; or upon email confirmation to sender of receipt of a facsimile communication which is followed by a mailed hard copy from sender. Each party may designate their desired contact person and address by sending written notice to the other party, to be effective no sooner than ten (10) days after the date of the notice. 40. SURVIVAL All representations, warranties, and covenants contained in this Agreement, or in any instrument, certificate, exhibit, or other writing intended by the parties to be a part of their Agreement, will survive the termination of this Agreement. 41. CONTRACT EXECUTION Unless otherwise prohibited by law or Agency policy, the parties agree that an electronic copy of a signed contract, or an electronically signed contract, has the same force and legal effect as a contract executed with an original ink signature. The tern "electronic copy of a signed contract" refers to a transmission by facsimile, electronic mail, or other electronic means of a copy of an original signed contract in a portable document format. The term "electronically signed contract" means a contract that is executed by applying an electronic signature using technology approved by the Agency. 42. AGENCY POINT OF CONTACT Each party will identify a point of contact to facilitate the contractual relationship, be responsible and accountable for fulfilling the requirements under the Agreement. Updated contact information for each point of contact shall be provided to the other party from time to time, as necessary. 43. THIRD PARTY BENEFICIARIES This agreement does not, and is not intended to, confer any rights or remedies upon any person or entity other than the parties. 44. AUTHORITY Each party executing the Agreement on behalf of such entity represents that he or she is duly authorized to execute and deliver this Agreement on the entity's behalf, including the entity's Board of Directors or Executive Director. This Agreement shall not be effective or binding unlessit is in writing and approved by an authorized representative, as evidenced by their signature as set forth in this Agreement. 45. DATA AND OWNERSHIP All content generated or stored by the System that is related to the performance and activity of Agency personnel while using the System ("Content") shall be the sole and exclusive property of Agency. Agency acknowledges and agrees that the System provides certain Content backup and verification features and that preservation of the Content is the sole and exclusive responsibility of Agency. Agency hereby grants VirTra a license to the Content for purposes including, but not limited to, measuring System performance and function,System maintenance, calibration, data aggregation for tests, training results, measurements, etc. 46. CONFIDENTIAL INFORMATION "Confidential Information" shall include all material non-public information, written or oral. disclosed, directly or indirectly, through any means of communication or observation to a party or any of its affiliates or representatives by the other party. Neither party shall, without the other parry's written permission, use or disclose Confidential Information other than in the performance of its obligations under this Agreement unless required by law. All Confidential Information shall remain the property of the party that developed or legally acquired the Confidential Information. Neither party shall acquire an ownership interest in the other parry's Confidential Information by virtue of this Agreement. Each party shall defend, indemnify and hold the other party harmless against any claim, liability, loss, injury or damage arising out of, or in connection with, the unauthorized use, access, and/or disclosure of information by that party and/or its agents, employees or sub -contractors, excepting only loss, injury or damage caused by the sole negligence or willful misconduct of personnel employed by the other party. 47. LIMITATION OF LIABILITY Both parties' liability for damages to each other for any cause whatsoever, and regardless of the form of action, whether in contract or in tort, shall be limited to the greater of five hundred thousand dollars ($500,000) or two (2) times the Total Agreement Value. For purposes of this Section. "Total Agreement Value" will mean the aggregate Agreement price and any subsequent amendments to this Agreement. In no event will either party be liable to the other party for any direct, special, indirect, incidental, exemplary, punitive or consequential damages, however caused, whether for breach of warranty, breach of contract, negligence, strict liability, tort or under any other legal theory. The foregoing limitation of liability shall not apply to: (i) any indemnity and defense obligations related to infringement of intellectual property, personal 1.111 J 11 tit I, Agreement No. 6075 '97 tJ : K.yn.: r: P.:A&. Tuinru. A= LSA I TC:LL FP.c'=. E1rtl'.+i_$.f:?::'t PH 48Q.S68.141_?.£. =AX: , VIR T =tA _. M injury, death, property damage; (ii) willful misconduct, gross negligence, or fraud: or (iii) reasonable attorney's fees. 48. OWNERSHIP PROPERTY Except as expressly set forth herein, Agency acknowledges and agrees that all right, title, and interest in and to the System (and the intellectual property rights associated therewith) provided to Agency under the terms and conditions of this Agreement shall, at all times, belong to VirTra or VirTra's partners, suppliers, and licensors. Nothing in this Agreement shall be construed or interpreted to confer any ownership interest in or to the System to Agency. Notwithstanding the foregoing, VirTra may, in VirTra's sole discretion, transfer ownership of the System to Agency provided, however, that no transfer of intellectual property shall be inferred by such a transfer and continued use of the System after transference is permitted only by means of a continuing license from VirTra. 49. TAXE:S Sales tax. end user tad. paSS-through tax. %aluc-added tag (VAT). transaction prn ilege tax. consumption ta.x. customs tax androrduticS arc the sole responsibilit% of the Agnc\. and Agenc\ a_ree; 10 reimbUl-Se Vith-a liar all applicable taxes that A-uenc\ i; required to collect. re«artlleSSof the MX amount being' c.Xcludecl Frain ViI-V[ quote, or Agenc%'�, Purchase Orders. ill. T_1X FIRE P'l ION k"C110y must prop ide Vir'I ra \\ith a con eel. N tilid and si_ned tax exemption ccrtiIlcmc applicable to the Spccilic nods and scr\ iCCS pturha;ed. relevant to the end LISc location. prior to VirTra invoicing. Ilan invalid tax exemption eel tilicate is Iecei\ed of no tax exemption certilicale is iecei\ed. it \ill be the responsibilit, oFLhe ALct)cy to pay all required taxes. Additionally it Hill Ile Agene�'s responsibilo to obtain am tax rel'unds permitted il- VirTra has collected and remitted taxes to a taxing authoritN. Exhibit L' Maintenance and Sul)port Agreement During the term of the Agreement, and provided that Agency is in material compliance with the terms and conditions set forth in Exhibit A, VirTra includes the following maintenance and support at no additional charge. Notwithstanding the foregoing, warranty arid support may be excluded for any and all equipment damaged or destroyed by improper use or misuse in which case, additional charges may apply. 1: VirTra System Technician on installation site one time during Plan Year to perform the following functions as needed and if applicable. *Annual site visits only available oil Contracts with the VirTra V-180 or V-300 Simulator Systems in Exhibit D. • Upgrade ViiTra Operating System (VOS) FC:IILII'L:S I • Install ii n% Vir I ra traininol scenarios- • Clean Computer. Monitor & Ke%board • Pcrtbrm Computer Diagnostics • Clean Simulator Screen; • Upgrade to most current base libran • Recalibrate Sastent • Inspect Refill Station 8_ Regulator • Recondition & I em Recoil Kits • Zero all Laser Based Items • hest Threat -File" De\ ices for Proper Functionalih • I est OC K laser De% ices Fnr Proper FLInCtiUnallt\ • Inspect cC Test Speakers and Sound FX • Provide a List of Inspected Items • Pro1 ide User Refresher Training 2: Parts and Labor in the event of a non-functioning system or accessory.3 3: Use of VirTra's Advance Replacement Program.4 4: Telephone Support between the hours of 8AM and 5PM AZ Time. After Hours Support calls returned between 8AM and 9AM the following day. 5: Simulator Computer and Projector Upgrade after five (5) years of deployment and if Contract renewal into sixth year of service. Other electronics and hardware to be upgraded at VirTra's discretion. 6: Travel expenses if a VirTra technician must travel to customer location. 7: Overnight Shipping on all replacement or repaired parts5 8: Remote Assistance6 I — VirTra Operating Software Version will be automatically upgraded to the most current and applicable release during Annual visit Hardware must be supportive of the new release and have enough hard drive space available on the system 2 — Agency will receive the most current base library at the time of their annual service visit Not all training scenarios may be compatible with Agency's system and, accordingly, no guarantee of additional scenarios is provided 3 — TASER X26 blue handle units found to be defective will be replaced with laser situ cartridges and customer will be required to supply working TASER handle 4 — Limited Quantities and not available for all components 5 — Where Available 6 — Agency must allow remote access to System till Agreement No. 6075 z!7C kyre+t[, R-nau, Twsrvu. H-7 $ 2CA USA I ULL FREE: 8-,i 0.?»5 Y,'4c• PI I 4 ir_ �� � +.Li : N 9 r YIRT & OM Exh;,it C System .Lkcceptance Checklist initial Setup and'Testing (SOI11C items nta-not Ile applicable) VISLIU11% laspeet the System and Explain its Components Open each box/contaiucr and yerik all items ate accounted for Setup and Position Screen(s) and CPU Rack Ltty Ott Speakers- All Wiring and Bal:utce all Sound l.CVels Install Training Plaliornt (II'Applicnble) install and Align all Projected Images and Camera Vies Test all Weapon hits and Wireless Accessories FnSUrc all User Manuals are Correct Ibr SN'stent & ,lecessorics fnstiuctional "Training (** `Some items maN not be applicable) Explain Proper Maintenance and Ln\ iornmemal Conditions Explain the importance of 1-irearm Salcty Explain and Demonstrate how to Install Weapon hits Fxplain and Demonstrate how to properhy Maintain % eapon Kits *""Explain and Demonstrate [I0\\ to use the Vii-Tra Refill Station &'I anl; Billing Explain and Demonstrate ho\ to Dill the Weapon Magazines Explain and Demonstrate how to Propene Boot Up and Shutdo\n the S) Slent Explain the tiuictionality ol' Wake -On -LAN Explain and Demonstrate ho\ to Run VOSr" Explain the Diflcrcnt Scenario Types and how to run F..ach 'I � Ile of Scenario Explain and Demonstrate ho\ to Create Sccnat iu Tags and I liters Explain and Demonstrate how to Create Scenario Play lists Explain and Demonstrate ho\ to Acid Scenario Favorites Fxplain and Demonstrate Proper Projector Alignment Explain and Demonstrate V-Trackin, Camera Calibration through V-Tracking Tools Explain andDemonstrateho\ to use Diagnostics lluough V-Tracking Tools Explain Laser ID's is Pulse Lengths Fxplain and Demonstrate ho\ to Acid a Ne\ Weapon hit Fxplain and Demonstrate how Lo linter a New Trainee h.xphin and Demonstrate hoc to assign Trainee's and N\ eapons Fxplain and Demonstrate ho\ to Zero it Weapon Explain and Demonstrate Directional Surround Sound Explain and Denionstiate how to run and Conliuure VirTra Accessun_ Controller Explain an(I Demonstrate how to use Vic fra \k irelcss Det ices FXplain and Demonstrate ho\ to Run a Video Scenario Fxplain and Demonstrate Scenario Branching Explain and Demonstrate Scenario Debrief Explain and Demonstrate Presentation Mode """Explain a11d Demonstrate Low -Light "Captain and Demonstrate i-MaR Explain and Demonstrate Breach Door Explain and Dentonstratc how to Create a Marksmanship -f rainee Set Explain and Demonstrate ho\ to Boresight in Marksmanship Explain and Demonstrate how to Run a Free Fire Course in h larlcsnlanship Explain and Demonstrate how to Run a Prc-built Course in Marksmanship Vxplain and Demonstrate hot\ to Run Marksmanship Debrief Explain and Demonstrate how to Create and Import a Custom Target Explain and Demonstrate how to Create and Import a C•usltmt Course of FireExltlain and Dentonstratc_ ho\ to use Vir"I ra Remote Desktop Explain how to access Vii I ra Adntinistation, includi110 as all AchninlStratOr Explain all Icons and their finutions of Virll-a Administration Fxplain the Safety Precautions and \Vain er Explain trhat consumable items are Fxplain the VirTra Warrant\ and CLIStomer SCrt ice & Support Procedures Show client \ here manuals are loca[ed for Sv stenvAccessories Fxplain 111d DemUnSlratC how to roll V-Authortll "'Eplain and Deniontate ho\ u, use the Vii fra I'aiO Edit I-ool *a:' laplain and Demonstrate ho\ to import a V-Aulhort v Scenario • : Explain and D,_monstatc ho\ to [{port n Ne\ V-AuthOl-"' Scenario ' `F\p[ain and DemonS[ratC ho\ to Author 11 Single Sa('en Scenario Agreement No. 6075 '97G . Kyt•:'r' R.�j" i, Towpu, AZ E<.=25 i USA I TELL Fete=. I i7rj;}_ ,£:,:, i'H 480.968.14GO AX: 48-.-1,96s_.144$ , 1vIR-2A. �P1 V-VICTA-01 V-180LE-1 VHU-BS-180 VTRK-GI7-RK-G5 VTRK-G 17-SM VWSA-VTRKG 17-AP VATR-M16 VATR-M 16-MAG VWSA-VATRMI6-AP VWSA-RFS VNLW-OCC-MK3 VNLW-TAS-X26/P VATU-TFII VWSA-WS Exhibit D: Services, Equipment, and Annual Rate Summary VirTra-Virtual Interactive Coursework and Training AcademyTM certified simulator training curriculum V-VICTATM is a progressive science based approach to the use of simulation as a training system Program materials include teacher lesson plans, student outline, presentation material, pre-tests, post-tests, course evaluation and all interactive video learning material in conjunction with the simulator for each available course Virtual Instructor scenarios teach, tram, test and sustain methodology to ensure participants dynamically absorb information to facilitate long teml transfer ofcrittcal psycho -motor skills Available exclusively to all VirTra simulation systems under a current Service or Subscription plan VirTra Systems 180 LE -I simulator system uses three interconnected screens to produce a more immersive training environment Multidirectional training allows for scanning, situational awareness, acquiring and engaging moving targets and overcoming distractions System includes LF, content library, computer rack, UPS backup, and audio/projection equipment System is configurable to fit in a variety of spaces (within mmurrum requirements) One year warranty and support services included Eliminates the 5 inch black border between screens to increase immersion on VirTra 180 systems Micro -switch activated tetherless handgun recoil kit for the Glock 17 Gen 5 Includes one Standard Magazine (All recoil kits convert real firearms which must be supplied by the customer) Additional Standard magazine for use with the VTRK-G17 recoil kits Adapter plate for the VTRK-GI7-SM (Requires VirTra refill station) Advanced micro -switch activated tetherless rifle recoil kit for AR15, M4 and M 16 Incorporates laser, supports tactical reload and instructor janmmng capability Includes one wireless programmable magazine Requires V]rTra's wireless station (All recoil kits convert real firearms which must be supplied by the customer) Advanced refillable rifle magazine with pressure supply, shot counting (defaults to 30 rounds per magazine), rechargeable battery pack, and wireless communications For use with the VATR-M16 recoil kit (Requires the VWSA-RFS, VWSA-WS, and VWSA-RCS) Adapter plate for the VATR-MI6-MAG (Requires VirTra refill station) Table -top refill station for all refillable magazines Includes automatic push button activation and one CO2 tank which must ship empty Laser -based MK3 model OC training device TASER© X26 simulation cartridge, Fits both X26 and X26P live TASER(R) handles (X26/P handles supplied by customer ) VirTra Systems patented Threat-FtreTM return -fire -simulator device delivers a safe and adjustable electrical impulse to simulate hostile fire and enhance realism during training No eye -protection required (Requires wireless station) Required for wireless recoil kits and the Threat-I'treTM to connect to the VirTra simulator (Only one wireless station needed per system). 1 00 1 00 1 00 200 200 100 200 200 1 00 1.00 200 200 1 00 1 00 Annual Contract 537,498.52 Rate (STEP)