HomeMy WebLinkAboutA6960 - FLIR Detection Inc�OF PALM
A�
V CA
0
"PORAlt
cq� 1 Fo Rt,`P
City of Palm Springs
Department of M-iation
Palm Springs International Airport
3400'rahquitz Canyon Way, Suite OFC • Palm Springs, California 92262
TEL: (760) 318-3800 • FAX: (760) 318-3815 • TDD: (760) 864-9527
Memorandum
TO: Information Technology
FROM: Department of Aviation
SUBJECT: Needs Justification for FLIR Support
March 1, 2017
Under an FAA grant, a new, highly advanced, Forward Looking Infra -Red
perimeter intrusion detection system was installed 5 years ago. The original cost
was over one million dollars.
The original warranty for the software and equipment on that project has expired.
Therefore, we need to sustain annual support by the manufacturer of this
proprietary software and hardware.
Failure to have the manufacturer maintain the equipment would be a violation of
FAA grant requirements, would jeopardize the system's integrity and compromise
the ability to maintain enhanced perimeter security.
This is a proprietary system designed and developed by FLIR Detection, Inc and
is therefore sole source.
Acknowle ged by:
Tom Nolan
rron Brown
r
David H. Ready
City Manager APPROVED BY Calf MANAGER
P vi k- ;3A5, 00 13Z6,P
N�'Q1�1 City Clerk
Post ce Box 2743 • Palm Springs, California 92263-2743
101 OT 9A 03"
FY 1617 PURCHASE ORDER REQUEST
Company:
FUR Detection, Inc.
Product or service:
Service
Primary purpose /Description of services:
Software support for perimiter detection system. This is a sole source request.
Period (renewal dates):
Insurance required:
Price/Dollar amount:
Account number:
Yes:
Supporting documents attached:
APP
7z,7
1,
No:
XX
$ 23,295.00
415-6225-43200
Yes
XX
DATE:
2/28/2017
No:
C O
FLIR Detection, Inc. - Quotation
Date: 2.16.2017
Attn: Mr. Thomas Nolan, A.A.E, Executive Director
Contact: Tel: +1-760-318-3901 Email: Thomas.noIan@Palmsprings-ca.gov
End User: Palm Springs International Airport
Quote # PSPArgusExtWrrtyQut11032016R1
Subject: Maintenance & Support
This documentation contains proprietary information to FLIR Systems, Inc. This information must be maintained in confidence and used
only in a manner consistent with the documentation and any executed Non -Disclosure Agreement and may not be disclosed to any
third parties without FLIR's written consent.
Pricing Table
TOTAL 1 $23,295.00
PSPArgusExtWrrtyQut11032016R0 Page 1 of 9 F0144 QK_QUT Template USA rev
FLIR PROPRIETARY — FLIR Systems, Inc. C1
FLIR Detection, Inc. 17055 Troy Hill Drive, Suite 3001 Elkridge, MD 210751 Phone: +1 (410) 540-8660
aFUR
Project Notes:
1. Point of Contact. Questions regarding this quotation should be directed to Mark Bonatucci tel. +1(703) 678-2162 (office),
email Mark.Bonatucci@flir.com.
2. Maintenance. Maintenance services can be provided at an additional cost.
3. Hostile Locations. When the project site location is deemed Hostile by FLIR, Customer/Buyer must provide a security plan
prior to arrival. Upon arrival, it is expected that all FLIR personnel will have security and transportation to and from the job
site at no additional cost. FLIR reserves the right to retain private security services, at an additional charge, if it is determined
prior to arrival or is discovered after arrival that the provided security and transportation is not adequate for the environment
on the ground.
General Notes and Clarifications:
1. Delivery. Delivery schedule of Project Manager Overall System Assessment visit is contingent upon availability of resources.
FLIR will provide BUYER with estimated time of delivery upon award.
2. Shipping. Typical RTS (Ready to Ship) date for this system is 9 months ARO (After Receipt of Order). All prices are Ex Works
and shipping will be the responsibility of the BUYER.
3. Payment. Payment terms will be Net 30 in United States Dollars (USD) upon credit approval.
4. Ready to Ship (RTS). Ready to Ship Date is based upon receipt of down payment.
5. Quotation Expiration. This quotation is valid for 60 days from the date of this document.
6. Export Control. The goods and services quoted herein may be subject to US and/or Canadian export laws and regulations.
Diversion contrary to US or Canadian law is prohibited. Project execution and schedule are contingent on FLIR receiving the
proper authorizations, including the approval of export licenses and Technical Assistance Agreement(s) (TAAs). Please see the
Terms and Conditions that are included in this quotation for further details.
7. Radio License. Where the Radar sold to the Buyer is a radio emitting Product, it is the sole responsibility of the Buyer to obtain
all required radio licenses and/or permits to operate the Product and to conform to all local, state, national, federal or
provincial laws and regulations pertaining to the operation of the radio Product. FLIR shall make its best effort to provide the
product technical data required by the Buyer to make such applications for licenses or permits.
8. Services. All Professional Services, Implementation Services, and Maintenance Services have additional charges.
9. Unimpeded Site Access. Unimpeded Site Access is required. Access to the site, control room, equipment locations,
equipment storage locations, etc. is required to survey, manage, install, and commission the system, and is expected during
normal working for hours with a minimum of 8 hours per day.
PSPArgusExtWrrtyQut11032016R0 Page 2 of 9 F0144 QK..._QUT Template US rev C1
FLIR PROPRIETARY — FLIR Systems, Inc.
FLIR Detection, Inc. 170.55 Troy Hi l Chive Sulte 3001 Elkridge, MD 2.107.51 Phone: a 1 (4. 0) 540-8660
This document is subject to the restrictions and protections detailed on the cover page. PROPRIETARY AND COMPETITION SENSITIVE - The
FLIR Systems, Inc., information contained herein shall not be duplicated, used, or disclosed — in whole or in part — beyond this point without
the expressed written consent of FLIR Systems, Inc. Copyright FLIR Systems, Inc., all rights reserved.
#FL11t
10. Infrastructure. The BUYER is responsible for all infrastructure requirements to include power, communications, cabling, wire,
conduit, equipment supports, equipment foundations required to support the equipment FUR is providing. FLIR will provide
the requirements after PO acceptance and/or contract award.
11. Permits and Site Fees. The Buyer is responsible for any/all local, city, municipal, authority having jurisdiction, and/or federal
codes / taxes / fees / regulations / requirements / permits / studies / surveys, etc. that may be required on and/or for this
location / site / project.
12. Work Delays. Any work stoppages or interruptions that could be due to weather, work site condition, local environment,
airport, military base, government interference, customs and shipping delays, shall be billed at FLIR Detection's Daily Rate for
Standby time plus additional travel and material expenses incurred due to the delay.
13. Required Travel Notice. Please be advised that FLIR Detection, Inc. requires a 14-day advance notice for booking onsite
support or troubleshooting projects that require FLIR representatives to travel. Requests that do not meet the 14-day advance
notice will be subject to additional travel and lodging expenses (T&E). Billings will be in addition to the existing daily on site
rates. We encourage all of our customers to adhere to the 14-day travel requirement to ensure proper planning and allocation
of resources for these services.
14. Customer Travel. FLIR cannot be responsible for any travel, entertainment, or other items of value for any government
officials, end users, or third parties without a detailed review of expenses to ensure compliance with the U.S. laws and
regulations, including the Foreign Corrupt Practices Act (FCPA), and local laws.
P5PAr0us,ExtWrrtyCQut11032016K0 Page 3 of 9 F0144 QK.__QUT Template US rev C1
FLIR PROPRIETARY — FLIR Systems, Inc.
FLIR Detection, Inc. 17055 Troy Hill Drive Suite 3001 Elkridge, MD 210751 Phone: +1 (410) 540-8660
This document is subject to the restrictions and protections detailed on the cover page. PROPRIETARY AND COMPETITION SENSITIVE - The
FLIR Systems, Inc., information contained herein shall not be duplicated, used, or disclosed — in whole or in part — beyond this point without
the expressed written consent of FLIR Systems, Inc. Copyright FLIR Systems, Inc., all rights reserved.
OFUR
FUR SYSTEMS, INC.
FLIR DETECTION. INC.
(INTEGRATED SYSTEMS)
Terms and Conditions of Sales
1. CONTRACT. The "Contract" is the legally binding agreement for Buyer's purchase of the goods and/or services ("Goods' and "Services' or
when combined "Work") from FLIR Systems, Inc., its affiliates or subsidiaries ("FLIR"). These Terms and Conditions, FLIR's Quotation, and Buyer's
purchase order (the "Purchase Order") comprise the entire Contract. Conflicts between and among the terms and conditions of those documents
shall be resolved according to the foregoing order of precedence. The Contract states the parties' entire agreement, superseding prior discussions,
correspondence, negotiations and proposals. If Buyer submits any other document that contains terms and conditions which are inconsistent with
or in addition to these Terms and Conditions, including pre-printed terms, conditions or purported nullification of these Terms and Conditions on
Buyer's Purchase Order, such documents, terms and conditions are expressly rejected and shall not become a part of the Contract. These Terms and
Conditions may be modified only by the express written consent of FLIR's Contract Representative or Vice President, FLIR Detection, Inc. Other than
FLIR's Contract Representative or Vice President, FLIR Detection, Inc., no agent, employee, representative or dealer of FLIR has any authority to bind
FLIR to any affirmation, promise, representation, or warranty concerning any of the Work.
Buyer's issuance of a Purchase Order to FLIR, acceptance of delivery of the Work and/or payment therefor shall constitute Buyer's agreement to
accept and to be bound by these Terms and Conditions to the exclusion of any other terms or conditions not expressly accepted in writing by FLIR's
Contract Representative or Vice President, FLIR Detection, Inc. The sale is expressly conditioned upon Buyer's acceptance of this Contract.
2. ACCEPTANCE OF CONTRACT. FLIR's Quotation is an offer to sell and unless expressly stated otherwise, is valid through the timeframe (validity)
stated in FLIR's Quotation. FLIR's Contract Representative or Vice President, FLIR Detection, Inc., may, at its sole discretion, extend the validity of any
Quotation or honor any expired Quotation. The Contract shall become binding when FLIR's Contract Representative or Vice President, FLIR Detection,
Inc., issues a written acceptance of the Purchase Order.
3. PAYMENT AND PRICE. Unless other payment terms are approved in advance by FLIR's authorized representative, payment shall be one hundred
percent (100%) of the price of the Work, (Purchase Price) in advance, due within thirty (30) days of order acceptance. FLIR, may, at its discretion and
subject to approved credit, allow other payment terms.
The Purchase Price is stated in and payable only with U.S. dollars. Unless otherwise stated in FLIR's Quotation, the Purchase Price does not include
the costs of; (a) packaging, transportation, customs duties, insurance or any other costs or fees that may apply to the sale and delivery of the Work;
and (b) any federal, state, municipal or other governmental tax (including Value Added Tax ("VAT")) applicable to the sale of Work to Buyer, if any.
All such taxes shall be in addition to the Purchase Price and paid by Buyer unless Buyer provides a proper tax exemption certificate.
If credit terms are extended to the Buyer, past due balances shall bear interest at a rate of one and one-half percent (1.5%) of the unpaid balance
monthly, or the maximum extent allowed by law, whichever is less. In addition to charging interest on the unpaid balance, FLIR may cancel,
reschedule, or suspend delivery of Work for this and any other Buyer order if Buyer is in default of payments or any other material term of this
Contract. In the event FLIR personnel are performing Services that require travel and cancellation, rescheduling, and/or suspension occurs during
their travel period (including ingress and egress), FLIR may assess and invoice Buyer a daily charge of up to one thousand U.S. dollars (US$1,000.00)
per person performing services, per day of suspension, to defray additional expenses and overhead incurred by FLIR. This amount and all payments
in default shall be paid and any other default cured prior to resumption of service.
PSPArgusExtWrrtyQut1 1 032016RO Page 4 of 9 F0144 QK....QUT Template US rev C1
FLIR PROPRIETARY — FLIR Systems, Inc.
FLIR Detection, Inc. 17055 Troy Hill Drive Suite 3001 Elkridge, MD 210751 Phone: 11(41.0) 540-8660
This document is subject to the restrictions and protections detailed on the cover page. PROPRIETARY AND COMPETITION SENSITIVE - The
FLIR Systems, Inc., information contained herein shall not be duplicated, used, or disclosed — in whole or in part — beyond this point without
the expressed written consent of FLIR Systems, Inc. Copyright FLIR Systems, Inc., all rights reserved.
o C
OFUR
4. ACCEPTANCE AND INSPECTION. FUR will perform System Verification Test ("SVT") on all Goods prior to shipment at its facilities. The SVT will
be performed in accordance with FLIR's standard processes. A Certificate of Completion ("CofC"), which will affirm FLIR's successful performance of
SVT, will be made available upon request. The CofC will be in accordance with FLIR's standard format. Should no additional Tests, as hereinafter
defined, be required by the Buyer, the goods shall be accepted buy Buyer upon delivery (as defined in Section 6 "DELIVERY AND DELAYS" below).
All Commercial items, as defined under Part 12 of the Federal Acquisition Regulations ("FAR"), will be inspected by FLIR prior to delivery in accordance
with FLIR's standard inspection procedures. These items shall be accepted upon delivery.
Buyer may request additional testing prior to Contract acceptance, such as a Factory Acceptance Test ("FAT"), Range Testing, or Site Acceptance Test
("SAT") (collectively "Tests"). Tests' procedures, scheduling, location, and their pricing shall be presented by FLIR and agreed upon prior to Contract
acceptance. Buyer may not appoint a third party to be its representative at Tests without prior written approval of FLIR. In any case, Buyer's
attendee(s) or their third party representative's attendee(s) shall have authority to approve/sign any CofC on the Buyer's behalf.
FLIR shall provide Buyer at least fourteen (14) days' notice in writing of the date of Tests unless otherwise agreed, to enable Buyer to attend. FLIR
may at its discretion re -schedule the Tests to accommodate Buyer's or its third party representative's availability, and should this re -scheduling result
in additional costs to FLIR, such costs shall be mutually agreed upon prior to the scheduled commencement or the Tests will begin as originally
scheduled. Buyer's failure to attend any requested Tests shall be deemed a waiver of right to attendance and authorization for FLIR to conduct the
Tests in Buyer's absence. Buyer's failure to attend such Tests shall constitute a waiver of any requirement for Buyer to endorse the CofC.
Buyer's (or their third party representative's) attendance of any Tests shall be at Buyer's expense. Buyer agrees to comply with respective site's rules
regarding safety and security as well as any laws / regulations / policies / procedures / authorizations / prohibitions at the local, state, or federal
levels that are in force on the date testing begins. Should the aforementioned provisions limit / prohibit any portion of the Tests, such limited or
prohibited portion shall be waived as requirements and noted. Irrespective of whether Buyer (or their third party representative) attends Tests,
Buyer shall have accepted the Goods irrevocably when FLIR certifies that the Goods have passed the agreed upon procedures, documenting it via
CofC.
The Buyer will give FLIR not less than fourteen (14) days advance notice and the opportunity to attend any Buyer conducted tests/inspections
occurring prior to final acceptance of the Work. During such tests/inspections, FLIR shall have the right of representation (this will be at Buyer's
expense in the event of re -scheduling) to technically direct the operation of the Goods, including requiring a preliminary run for adjustments.
Services shall be accepted when rendered in accordance with Statement of Work ("SOW"). FLIR shall certify in writing the completion of Services.
5. TITLE AND RISK OF LOSS.
Title will pass to Buyer upon Delivery.
Full risk of loss (including transportation delays and losses) passes to Buyer in accordance with Section 6 below (DELIVERY AND DELAYS),
regardless of whether title has passed to Buyer, transport is arranged or supervised by FLIR (if applicable), or start-up is carried out under the
direction or supervision of FLIR (if applicable). Loss or destruction of the Goods or injury or damage to the Goods that occurs while the risk of
such loss or damage is borne by Buyer does not relieve Buyer of its obligation to pay FLIR for the Goods.
6. DELIVERY AND DELAYS. Delivery shall be in accordance with FLIR's Quotation or written Order Acceptance. FLIR shall substantially meet projected
Deliverydates, which are estimated based on conditions known at the time of order acceptance. Delivery dates are subject to reasonable
scheduling changes by the FLIR following order acceptance. FLIR shall not be liable for any damages resulting from any delay in delivery. FLIR, at its
discretion, reserves the right to deliver in advance of the scheduled Delivery date.
7. WARRANTY.
LIMITED GOODS (PRODUCT) WARRANTY. Unless superseded by individual Product warranty terms formally set forth by FLIR to Buyer in writing and/or
included in Product Packaging, FLIR's standard warranty terms shall be limited to those set forth in the paragraphs under this sub -section.
P5PArgusExtWrrtyQut11032016R0 Page 5 of 9 F0144 QK...QUT Template US rev C1
FLIR PROPRIETARY — FLIR Systems, Inc.
FLIR Detection, Inc. 17055 Tray Hill Drive Suite 3001 Elkr idge, MD 21075E Phone: +1 (4:1.0) 540-8660
This document is subject to the restrictions and protections detailed on the cover page. PROPRIETARY AND COMPETITION SENSITIVE - The
FLIR Systems, Inc., information contained herein shall not be duplicated, used, or disclosed — in whole or in part — beyond this point without
the expressed written consent of FLIR Systems, Inc. Copyright FLIR Systems, Inc., all rights reserved.
E3"�3
FLIR warrants that the Goods delivered will conform to published specifications and be free from defects in material and workmanship for twelve
(12) months beginning from the date of shipment from factory. In no event will a repair or replacement of any Product, subcomponent, or
subassembly thereof extend the original warranty period of its next higher assembly.
Buyer shall report any claimed defect in writing to FLIR immediately upon discovery and in any event, within the warranty period. FLIR, at its sole
option, shall repair the Goods or furnish replacement equipment, or parts thereof. All warranty repairs must be performed at an authorized FLIR
service center using recommended replacement spare parts. Under this limited warranty, the Buyer is responsible for the shipping and any other
charges incurred in sending the Goods to the authorized service center specified by FLIR, and FLIR will pay for the return of the Goods to the Buyer if
said warranty claim is found to be valid. FLIR accepts no added liability for additional days required for repair. This warranty is void if the Goods have
been repaired, altered or modified in any manner by persons other than FLIR or FLIR's designee without FLIR's prior written approval. No Goods
furnished by FLIR shall be deemed to be defective by reason of normal wear and tear, or Buyer's failure to properly store, install, operate or maintain
the Goods in accordance with good industry practices or specific recommendations or instructions of FLIR.
The repair or replacement of the Goods by FLIR under this Section shall constitute FLIR's sole obligation and Buyer's sole and exclusive remedy for all
claims of defects. If that remedy is adjudicated to be insufficient, FLIR shall refund Buyer's paid purchase price and have no other liability to Buyer
under the Contract.
SERVICES WARRANTY. FLIR warrants that it will perform Services under this Contract with the degree of high professional skill, sound practices and
judgment that is normally exercised by recognized professional firms with respect to Services of a similar nature. FLIR warrants that all Services
performed hereunder will conform to all applicable requirements of this Contract at the time of delivery.
FLIR, at FLIR's expense shall promptly correct or re -perform any defective or non -conforming services provided by FLIR hereunder if notified by the
Buyer within three (3) months of their completion. The correction or re -performance of services by FLIR shall constitute FLIR's sole obligation and
Buyer's sole and exclusive remedy for all claims of defects under this section. If that remedy is adjudicated to be insufficient, FLIR shall refund
Buyer's paid purchase price and have no other liability to Buyer under the purchase order.
DISCLAIMER. FLIR MAKES NO OTHER WARRANTY OF ANY KIND WITH RESPECT TO THE GOODS OR SERVICES. ALL OTHER WARRANTIES, EXPRESS OR
IMPLIED, INCLUDING BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ARE HEREBY
DISCLAIMED.
8. CONFIDENTIALITY AND INTELLECTUAL PROPERTY. All technical and commercial information and ideas which FLIR has supplied or shall supply
Buyer in performance of this Contract ("Confidential Information"), excluding public domain information or property in Buyer's possession in tangible
form before receiving such information from FLIR, is proprietary to FLIR and disclosed to Buyer in confidence for the limited purpose of assisting
Buyer in the evaluation or use of FLIR's products in furtherance of the effort described in FLIR's Quotation. Buyer shall not, without FLIR's prior
written consent, disclose or make available such Confidential Information to any other person or use such Confidential Information, except for
such limited purpose or by order of a court of competent jurisdiction. All Confidential Information shall be returned to FLIR on demand, and, in any
event, when no longer needed by Buyer in connection with FLIR's products.
In addition to FUR's other remedies, Buyer agrees that any benefit or property derived by Buyer from any unauthorized use of Confidential
Information shall be the sole and exclusive property of FLIR.
Sale of products to Buyer does not convey a license, implied or otherwise, under any patent, copyright, trademark or trade secret in which FLIR has
an interest, nor does it convey rights to any descriptive data, including but not limited to FLIR's drawings, schematics, software, secrets,
processes, or tooling.
9. NO REVERSE ENGINEERING. It is an express condition of this Agreement that Buyer shall neither reverse engineer, decompile, deconstruct,
disassemble, synthesize, or extract any element of and/or otherwise to discover any Confidential Information, nor request nor accept any
disclosure of Confidential Information from a third party who reverse engineers, decompiles, deconstructs, disassembles, synthesizes,
or extracts an element of and/or otherwise discovers any Confidential Information, nor otherwise attempt to derive Confidential Information
contained or embodied in FLIR's products.
P5PRrgusFxtWrrtyQut11032026R0 Page 6 o~ 9 F0144 QK_._QUT Template U5 rev C1
FLIR PROPRIETARY — FLIR Systems, Inc.
FLIR Detection, Inc. 17055 Troy Hill Drive Suite 30DI Elkridge, MD 2.10751 Phone: a 1 (41.0) 540-8660
This document is subject to the restrictions and protections detailed on the cover page. PROPRIETARY AND COMPETITION SENSITIVE - The
FLIR Systems, Inc., information contained herein shall not be duplicated, used, or disclosed — in whole or in part — beyond this point without
the expressed written consent of FLIR Systems, Inc. Copyright FLIR Systems, Inc., all rights reserved.
In the event that Buyer breaches any obligations set forth in the preceding sentence, or otherwise misappropriate or makes unauthorized
use of FLIR's Confidential Information, any intellectual property resulting or deriving from the breach(es) shall be for FLIR's benefit, and FUR shall be
the sole and exclusive owner of that intellectual property. Buyer will execute an assignment of invention(s), in a form approved by FLIR, for any
intellectual property arising from a breach of this Section 9.
The aforementioned provisions shall in no way be considered to abridge, supplant or otherwise limit other legal or equitable remedies available to
FLIR for such breaches, and FLIR may seek redress for such breaches to the fullest extent allowable by law. The obligations in this Section 9 shall
survive termination of this Agreement.
10. PATENT INDEMNITY. If the Goods sold hereunder are to be prepared or manufactured according to Buyer's specifications, Buyer shall
indemnify FLIR and hold it harmless from any claims or liability for patent or trademark infringement on account of the sale of such equipment to
Buyer or any third party. FLIR agrees at its expense to defend any suit alleging direct infringement instituted against Buyer (but not subsidiaries
or customers of Buyer) and indemnify Buyer against any award of damages and costs for direct infringement made against Buyer by a court
of last resort to the extent that the damages award is based on a final determination that the Goods as and when furnished by FLIR to Buyer directly
infringed any U.S. Patent, trademark or copyright. Indemnification of costs under this provision shall extend only to actual costs assessed. The
indemnity obligations in this section are expressly conditioned upon: (a) Buyer providing FLIR with written notice promptly, and in any event no
later than ten days' from Buyer's receipt of notice, of such claim; (b) FLIR shall have the option of having sole control of the defense against
such claims and the negotiation for their settlement; (c) Buyer cooperating with FLIR in the defense and negotiations relating to the claims;
and, (d) if FLIR determines that the Goods are or are likely to be the subject of direct infringement claims, Buyer permitting FLIR to obtain
the right for Buyer to keep using the Goods, or obtain substitute goods, or modify the Goods to be non -infringing, or refund the price. The
indemnity obligations stated in this section shall not apply if the infringement claims result from: (a) Goods made or modified to Buyer's
specifications (b) Buyer or Buyer's customer altering the Goods; (c) use of the Goods in a manner neither intended nor contemplated at
the time of the sale; or, (d) Buyer's failure to use a modified or substitute good provided by FLIR pursuant to this section. These warranties are
in lieu of all other warranties, express or implied with regard to any claim of infringement. ANY WARRANTY AGAINST INFRINGEMENT
THAT MAY BE PROVIDED UNDER THE UNIFORM COMMERCIAL CODE AND/OR ANY OTHER COMPARABLE STATE STATUTE IS EXPRESSLY
DISCLAIMED.
11. LIMITATION OF LIABILITY. FLIR shall in no event be liable for any consequential, incidental, indirect, re -procurement, cover, special, multiple
or punitive damages arising out of the Contract, or out of any breach of any of its obligations hereunder, or out of any defect in, or failure of, or
malfunction of the Work, including but not limited to, claims based upon loss of use, lost profits or revenue, interest, lost goodwill, work
stoppage, impairment of other equipment, environmental damage, loss by reason of shutdown or non -operation, increased expenses of
operation, cost of purchase of replacement equipment, or claims of Buyer or customers of Buyer for service interruption whether or not such loss
or damage is based on breach of contract, warranty, negligence, and whether grounded in tort, contract, civil law, or other theories of liability
(including strict liability).
To the extent that the limitation of liability conflicts with any other provision(s) of the contract, said other provision(s) shall be regarded as amended
to whatever extent required making such other provision(s) consistent with this limitation of liability provision. FLIR's maximum liability under or in
any way relating to this Contract shall not exceed the Purchase Order price for the Work, on a per unit basis, upon which such liability is based. All
such liability shall terminate one year from the date of Delivery of the Goods, if not sooner terminated.
12. APPLICABLE LAW. The Contract shall be governed by the law of the State of Maryland, exclusive of its conflicts of law principles. Any
disputes arising out of this Contract that cannot be informally resolved shall be adjudicated exclusively in Maryland, in any court of
competent jurisdiction. This Contract is expressly conditioned on the exclusion of the application of the United Nations Convention on
the International Sale of Goods.
13. EXPORT LAWS. The Goods and/or Services that Buyer will receive from FLIR in furtherance of this Contract may be subject to U.S. Government
export laws and regulations. If so, Buyer shall not export, re-export, or transfer the Goods or the Confidential Information pertaining the Goods
and/or Services to any another party without first obtaining the appropriate US Government approvals. Should Buyer be a U.S.-based entity
P5PArz2usExtWrrtyQut11032016R0 Page 7 of 9 F0144 QK.._QUT Template US rev C1
FLIR PROPRIETARY — FLIR Systems, Inc.
FLIR Detection, Inc. 17055 Troy Hill Drive Suite 3001 Elkridge, MD 210751 Phone: +1 (410) 540-8660
This document is subject to the restrictions and protections detailed on the cover page. PROPRIETARY AND COMPETITION SENSITIVE - The
FLIR Systems, Inc., information contained herein shall not be duplicated, used, or disclosed — in whole or in part — beyond this point without
the expressed written consent of FLIR Systems, Inc. Copyright FLIR Systems, Inc., all rights reserved.
OFUR
that will obtain its own licensing and/or authorizations, FLIR requires proof of U.S. Department of State Directorate of Defense Trade Controls
registration accompany its offer acceptance. Should Buyer be a non-U.S. based entity, FLIR will endeavor to obtain the appropriate export licenses
and/or authorizations for the effort, but FLIR makes no representation or warranty regarding their issuance. Additionally, although FUR will
endeavor to submit its applications for licenses and/or authorizations, any delay in receiving the required documentation or information from Buyer
or any delay in application processing within the U.S. Government will be considered beyond the reasonable control of FLIR and will be subject to
Sections 6 (DELIVERY AND DELAYS) & 19 (FORCE MAJEURE) herein. Buyer hereby indemnifies FLIR against liability for any violations of the Export
Administration Regulations ("EAR") and/or the International Traffic in Arms Regulations ("ITAR") committed by Buyer in furtherance of this Contract.
Notwithstanding the provisions of Section 1 (CONTRACT) herein above regarding precedent, when the effort that is the subject of this Contract is
being performed in furtherance of a U.S. Government Technical Assistance Agreement ("TAA"), the respective TAA will be the precedent document
governing the Parties' obligations, authorizations, and procedures; and shall become an Appendix to these Terms and Conditions for reference.
14. SOFTWARE LICENSE. If FLIR provides restricted software with the Works in furtherance of this Contract, that restricted software is
proprietary to FLIR or FLIR's suppliers. FLIR grants Buyer a nonexclusive, perpetual license to use the software only on and in conjunction with the
Works. Buyer agrees that title remains with FLIR (and its suppliers, if any) and Buyer shall not disassemble, decode, or translate the software, or copy
or modify the software except for archival or back-up purposes as necessary for use on and with the respective Works. Buyer will maintain all
proprietary marks on software provided by FLIR. Buyer may transfer this license if transferring the Goods in accordance with Section 14 (EXPORT
LAWS) above if the transferee agrees to comply with the restrictions of this license. Upon such transfer, Buyer's license terminates and Buyer
shall destroy all copies of the software and related documentation in Buyer's possession.
15. ASSIGNMENT. The Contract shall be binding upon and inure to the benefit of the parties and their successors and assigns. Buyer may not assign
or otherwise transfer its rights or obligations under the Contract, to a successor or otherwise, without the express written consent of FLIR including
pursuant to Buyer's merger or consolidation with or into, or the purchase of all outstanding stock of Buyer by, any other entity. Refusal to consent
to assignment must be commercially reasonable, however.
16. TRADEMARKS. Buyer agrees that it will not use any name or trademark of FLIR Systems, Inc. without prior express written permission.
17. SEVERABILITY. In the event any provision or clause of the Contract conflicts with governing law or if any arbitration panel or court of competent
jurisdiction holds invalid any provision or clause of the Contract, such provision or clause shall be deemed to be modified to reflect as nearly as
possible the parties' intent. The remainder of the Contract shall remain in full force and effect.
18. SURVIVAL. The provisions of the Contract, which by their very nature would continue beyond the termination, cancellation, or expiration of the
Contract, including, without limitation, Sections 7 (WARRANTY), 8 (CONFIDENTIALITY AND INTELLECTUAL PROPERTY), 9 (NO REVERSE ENGINEERING),
10 (PATENT INDEMNITY), 11(LIMITATION OF LIABILTY), 12 (APPLICABLE LAW), 13 (EXPORT LAWS), 14 (SOFTWARE LICENSE), 16 (TRADEMARKS) and
20 (RIGHTS AND REMEDIES) shall continue as valid and enforceable rights and obligations of the parties and survive termination, cancellation, or
expiration of the Contract.
19. FORCE MAJEURE. FLIR will not be in breach of the Contract for failure to perform due to war (declared or undeclared), terrorism, floods, rioting,
fire, government actions, including delay or denial of export authorization, organized labor strikes, civil unrest, unusually severe weather, threats or
risks to personal safety of employees, acts of suppliers or customers, Acts of God, or any other like circumstances beyond its reasonable control (each
a force majeure). In the event of delay in performance due to any such cause, the date of delivery or time for completion will be extended at least
by the length of time lost due to such delay.
20. RIGHTS AND REMEDIES. Any failures, delays or forbearances of either party in insisting upon or enforcing any provisions of the Contract, or in
exercising any rights or remedies under the Contract, shall not be construed as a waiver or relinquishment of any such provisions, rights or remedies;
rather, the same shall remain in full force and effect. Except as otherwise limited in the Contract; the rights and remedies set forth herein are
cumulative and in addition to any other rights or remedies that the parties may have at law or in equity.
21. RETURNS/PURCHASE ORDER CANCELLATION.
Goods may not be returned nor shall an accepted Purchase Order be cancelled, either in whole or in part, without the express written consent of
FLIR's Contract Representative. A Returned Material Authorization (RMA) number issued by FLIR is required and must accompany all returned goods
PSPArgusExtWrrtyQut11032016R0 Page 8 of 9 F0144 QK_.,QUT Template US rev C1
FLIR PROPRIETARY — FUR Systems, Inc,
FLIR Detection, Inc. '7055 Troy Hill Drive Suite 3001 Elkridge, NID 210751 Phone: +1 (410) 540-9660
This document is subject to the restrictions and protections detailed on the cover page. PROPRIETARY AND COMPETITION SENSITIVE - The
FLIR Systems, Inc., information contained herein shall not be duplicated, used, or disclosed — in whole or in part — beyond this point without
the expressed written consent of FLIR Systems, Inc. Copyright FLIR Systems, Inc., all rights reserved.
N
OFLIR
or parts unless otherwise directed by FLIR. All goods or parts returned to FLIR must be shipped transportation charges prepaid. FLIR does not accept
collect or Cash on Delivery ("C.O.D") Consent to return goods or cancel a Purchase Order shall be at FLIR's sole discretion and shall be further
contingent upon Buyer's agreement to pay restocking fees, additional material and labor costs incurred, engineering services for the canceled items,
and such other costs and expenses to be determined at the time of return or cancellation, including cancellation charges under FLIR's subcontracts,
if any.
P5PArgusExtWrrtyQut13032016R0 Page 9 of 9 F0144 QK..,_QUT Template US rev C1
FLIR PROPRIETARY — FLIR Systems, Inc.
FLIR Detection, Inc. 17055 Troy Hill Drive Suite 3001 Elkridge, MD 210751 Phone: 11 (43.0) 540-5660
This document is subject to the restrictions and protections detailed on the cover page. PROPRIETARY AND COMPETITION SENSITIVE - The
FLIR Systems, Inc., information contained herein shall not be duplicated, used, or disclosed — in whole or in part — beyond this point without
the expressed written consent of FLIR Systems, Inc. Copyright FLIR Systems, Inc., all rights reserved.
c o