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10th Change Order 12/15/2015 MONROE COUNTY/ENGINEERING/ PROJECT MANAGEMENT CONTRACT CHANGE ORDER PROJECT TITLE: CHANGE ORDER NO: 10 Marathon Airport Custom Facility, Guardian Ad Litem INITIATION DATE: November 20, 2015 TO CONTRACTOR: CONTRACT DATE: July 16, 2014 Pedro Falcon Electrical Contractors 31160 Avenue C Big Pine Key, FL 33043 The Contract is changed as follows: The original (Contact Sum) (Guaranteed Maximum Price),..,., , ,, . $1,091,403.00 Net change by previously authorized Change Orders ..,.., ,...., ... $ 252,384.03 The Contract Sure (Guaranteed Maximum price)prior to this Change order was...... .$1,343,787.03 The(Ccntr_qqt Sum)(Guaranteed Maximum Price)will lie,increased (decreased) ('unchanged) by this Change Order 34,185.31 The new Contr t Sun ' (Guaranteed Maximum Price) including this Change Order is,......$1,377,972.34 The Contract Time The to of will be Completion as of the date ofthis Change Order Is.. . .an 30 Days �_ ) y .............. ..January 11, 2016 Detailed description of change order and justification Fcrrn ah ar7c mir2staC/tl:e Ava a i�tc rated hone s stern,as r rye to d C��stc�rrr and Border Patrol oer orkr: i, Al d d d 4d81P l C B P JI�7$(7n C If 1.7_y 3 t w�_1P 0# t l�7 121 20t5td"..k wir n _a� This ciae Qrder is 3.12 of the on final conlract rice. Not valid au e Architect if applicable applicableL and Contractor Da 1 ARCHITECT: _� -- �-- --- K210, Ct l , �° to CONTRACTOR: Pe d lean Electrical Contractors D e DIRECTOR, PROJECT MANAGEMENT - l'� � .... Doug oa Ito COUNTY/ASSISTANT ADMINISTRATOR: Rdrnan dastesi D to Kevin Wilson Christine Hurley Acting aunty ini istrator Change Order Attachment per Ordinance No. 004-1999 • Change Order was not included in the original contract specifications. Yes ® No ❑ If Yes, explanation: The phone system in the original contract specifications did not completely meet the Customs and Border Patrol Information Technology personnel's needs. • Change Order was included in the original specifications. Yes ❑ No If Yes, explanation of increase in price: • Change Order exceeds $25,000 or 5% of contract price (whichever is greater). Yes ❑ No If Yes, explanation as to why it is not subject for a calling for bids: • Project architect approves the change order. Yes ® No ❑ If no, explanation of why: • Change Order is correcting an error or omission in design document. Yes ❑No Should a claim under the applicable professional liability policy be made? Yes ❑ No Explain: Ped'ro ,Falc�on Co�ntrac�to�rs A" General & Electrical Contracting 31160 A veffude C, Big Pine Key, F1,33043-4516 (305)872-2200-Fax(305)872-2219 qF ("G(11507617 / E'('13003416 . ......... ................. Request for Change Order 20 November 2015 Project: Marathon,,Airpqrt­Customs Terminal Change Order Request No: Ten Description: Provide Phone,Sy§Lel:n Pcr Attached Arrow'5, r ....................... JIII osal Arrow Systems Integration(see attached Proposal) Provide Phone System Per Attached Proposal which was coordinated with Edward Orford (C13P)............... . ...MM26.50 State Sales & Use "fax 4, 6%.................. .......................................................$1,705.59 Local Tax rtb, 1.5% for 1" $5,000.00..... ..............................................$75.00 PFC Coordination 8 MI IS (a) ✓ � $100.00...... ................................................$800.00 SUBTOTAL................................ ..............................................$31,007.09 Overhead (W) 5%.....................................................................-...-'.—..................S1,550.35 Subtotal....................................................................................$32,557.44 V Profit (&� 50/0---- ...................................... ............................... ......... ............$1,627.87 TOTAL ALL OF T"E ABOVE:..........�......................$34,185.31 V Industrial - Commercial - Institutional - Utility Established 1985 Proposal Stipulations: Arrow Systems Integration Master Order Agreement is Part of this Proposal Training is to be conducted on last day of installation and includes a one-time training session. Multiple training sessions are specifically excluded. An end user and system administration CD will be left on site for additional training. Permit Fees and Design Drawings are Not Included in this proposal. If additional permit fees are required the Owner is to reimburse all permit fees. Net Amount of Request for Change Ort1cr:....__..........................................$34,185.31 Additional Time Requested for Change: 60 Calendar Days from Receipt of Approved CO to Procure + 7 Calendar Days to Install. Total Additional Time is 67 Calendar Days Respectfully Submitted, Ken Bygler Project Manager AVAYA ,rVV' ,. air 111/11/2015 Prepared by: PRICING PROPOSAL FOR: Barbara Beam Pedro Falcon Contractors,Inc. National Account Manager DHS CBP 775-849-0342 31160 Ave C ;tom ," +m IYr74�0, Quote valid 60 days from date of Issue. Big Pine Key,Florida 33043 coat-W 08a45F.at%V aaAtaraaorsx i l�rri,� r,/,�� r, / ,iij,, � zl.i / LICENSES 225186 8 AVAYA AURATM R6 ANALOG NEW LIC $ 23,78 $ 190.24 $ 21.88 $ 175.04 $ $ - 2707 237790 8 SA PREF AURATM R6 ANLG 1YPP $ 2,88 $ 23.04 $ 2.76 $ 22,08 $ - $ 6763 339400 15 AURA CORE R6 NEW SFTW LIC $ 163.47 $ 2,452.05 $ 150.39 $ 2.255.85 $ - $ - 34006 2889`77 15 SA PREF AURA 4'ORF R61YPP $ 26.80 $ 387'.,nO $ 24,77 '$ 371155 $ - $ 21207 SERVER 700406267 1 S8300/58400 CD/DVD ROM DRIVE RHS $ 22215 $ 222.15 $ 204,38 $ 204.36 $ $ - 34940 700447675 't S830%)SERVER S 2,285,011 $ 2 2h5,0% $ 2,102,21 $ 2,102 21 $ ". $ a 35105 ZMEWAN 700506957 1 G430 WITH MP120 DSP MEDIA GATEWAY $ 1,650.,28 $ 1,650.28 $ 1.518,26 $ 1,51826 $ - $ - 36043 4053626141 1 PWR CORD USA '$ 13.80 $ 1$.80 $ 'M80 $ 13.00 $ _ $ FOMA s 700500751 '% ADMIN TOOLS R6.0 CD $ 3577 $ 35,77 '$ 32,91 $ 32,91 $ - '$ 35611 700505969 '% AVAYA AU RATM R6.3,0 SFTW DVD $ 2972 S 29,72 $ 27,34 $ 27,34 $ - '$ - 36005 700509883 1 AVAYA AURA SYS PLATFORM 6.16 CD $ 29,72 $ 29.72 $.. 29.71 $ 29,71 $ - $ 36156 700607305 t 0;„M MSGING R6.3 MEDIA KIT $ 23,11 1 2;,11 t 7 '$ 2 t.32 $ 21.32 $ 36047 ANALOG _. 700394661 1 MM711 ANLG MEDIA MODULE RHS $ 1,015,56 $ 1,015,56 $ 934.32 $ 934,32 $ - $ 34900 PR t 4 VOIP 700507948 9 IP PHONE 9611G ICON ONLY(TAA) $ 274.03 $ 2,46627 $ 254.47 S 2,290.23 $ - $ 36081 700383326 9 96XX RPLCMNT LINE CORD $ 7,24 $ 65,,16 $ 7,24 $I 65.16 $ - $ FOMA 230036 1 SA ON-SITE 8X5 CM SM SRV 1YPP $ 594,36 $ 594,36 $ 570.59 570,59 $ -• $ 3428 230156 1 SA ON-SITE 8X5 CM SM GTWY 1YPP $ 756,36 $ 756.36 $ 726.11 $ 726.11 $ $ 3514 Removed APC-AR203A 0 NetShelter 4 Post Open Frame Rack 44U Square Holes $ 484.19 $ $ 484,.19 $ I $ $ - FOMA 700406747 1 WIRE 1 PR 24 GAUGE SPOOL 1000 RHS $ 36.81 $ 36.81 $ 33,87 $ 33.87 $ $ - 34952 UPS 700465289 't PW9130 1000 120V RACK W/SNMP CARD $ 1,039,,93 $ 1.039.93 $ 1,039,93 $ 1.039,93 $ - $ FOMA 700465453 t 91301000 VA EXTENDED BATTERY MODULE $ 570,11 $ 570.11 $ 570,11 $ 570,11 $ - $ - FOMA 700465503 '% 9130 BDM FOR 700-1500VA RCK MINT 120V '$ 209,08 $ 209.08 $ 209,08 $ 209.08 $ - $ FOMA 700465289M '% PW9130 1000 120V RACK W/SNMP CARD-MTNC $ 191.16 $ 191..16 $ 183,.51 $ 183.51 $ $ 35245 700465453M t 9130 1000 VA EXTENDED BATTERY MODULE-MTNC $ 101 88 $. 101,88 $ 97.80 $ 97.80 $ $ 35252 7i)q)4t%„5fp('J',lM 1 011XI BDM FOR 700-1500VA RCK MINT 120V-MTNC $ 07k.819 65;80 $ f)6,12 $ $ - $ 35256 2!�44068' so 0., 3 P-Mon Poll "Hw�, .. 1 �'773 1 175 9634 185350 10 LABOR-SOFTWARE ASSOCIATE !S $ - $ $ $ 150,08 $ 1,500..80 725 185347 32 LABOR-TECHNICIAN '$'. - $ $ - $ - '$ 20241 $ 6,477,12 724 185356 8 LABOR-TRAINING END USER $ $ $ 113.55 $ 908.40 727 205811 4 LABOR PROVISIONING ENGINEER-DATA $ $ • $ - '$ $ 246S4 98736 118 205811 4 LABOR PROVISIONING ENGINEER $ $ 246.84 $ 987,36 118 170379 8 ASSIST SVCS-MAC-ONSITE CMPLX T&M-PC PRINTER $ 17500 $ 1,400..00 S 175.,00 $ 1,400..,00 $ $ 170379 2 ASSIST SVCS-MAC-ONSITE CMPLX T&M MISC HRDWARE '$ 175.00 $ 350,00 '$ 175.00 $ 350.00 $ - $ CU-EX1514D-1 1 9641 END USER TRAINING CID $ -- $ - $ $.. CU-EX1515D-1 1 9400 END USER TRAINING CID $ $ $ $ - $ (,U-CX1507D-1 1 SYSTEM ADMIN CD $ $ $ $ S SUSTOT'ALS '$ 15,245,"1 1715714 YMAL PURCHASE AND tNVACUTtON _ 28,4 6 ,p.... P roW Syatoms 1'.rvlog,ra%'fin,Imc„(PAREID 3OLUTIONS AND SERWtES,INC) CAGE CODE* OF688 Remit Address: TAX ID#:33-1009098 DUNS#132092305 Accounts Receivable 10900 Nesbitt Avenue South Bloomington,MN 55437 PLE;:ASE.MAIL DELIVERY ORDER TO: If paying by check,remit to: ARROW SYSTEMS INTEGRATION,INC.,dba SHARED SOLUTIONS AND SERVICES,INC Shared Solutions and Services,Inc. Aft Barbara Beam P.O,Box 846089 ',2'425 Gateway Drive Dallas,TX 75284-6089 loving,TX 75063 or Yam to 952-456-3226 trvs xaal6aTt�urctrvr�S7"GRP1'11. I ysterns Integration'" Master Order Agreement This Master Order Agreement for Arrow SI Services(as defined below)("Agreement")is made by and between Arrow Systems Integration,Inc., on behalf of itself and its U.S.-based subsidiaries and affiliates(collectively referred to herein as"Arrow SI")and Pedro Falcon Contractors,Inc. ("Customer"), with offices located at Big Pine Key, Florida 33043. Arrow SI, or its providing affiliate or subcontractors, may sell, install and maintain certain telecommunications equipment at Customer locations within the continental United States as described in the applicable Order Form and/or PO(collectively and individually,the"Arrow SI Services").The telecommunications equipment and Arrow SI Services provided herein are for Customer's use and not available for resale. Identify whether Customer's internal processes require Customer to issue a PO to facilitate payment for the Arrow SI Services identified in this Agreement: ❑No,a PO is not required; ®Yes,a PO is required for ALL purchases; ❑ Yes, a PO is required for the following purchases: 1. Definitions. 1.1 Purchase of Equipment: 1.1.1"Delivery"means the date on which the Equipment(as defined below)is physically transferred to the Customer Premises(as defined below)on which it will be installed. Upon Delivery,Customer agrees to sign a Delivery Notice solely as a courtesy to Arrow SI. However,in the event Customer fails to execute a Delivery Notice, the Equipment will be deemed Delivered on the date the Equipment is physically transferred to the Customer Premises on which it will be installed. 1.1.2 "Cutover" means the date on which the Equipment substantially operates in accordance with the applicable manufacturer specifications and/or SOW. Upon Cutover, Customer agrees to sign a Cutover Notice solely as a courtesy to Arrow SI, However, in the event Customer fails to execute a Cutover Notice or provide an Objection Notice as defined in the applicable Order Form,the Equipment will be deemed cutover on the fifth(51h)day after Cutover. 1.1.3"Hardware" means the new Customer premise equipment, cables, connectors, and/or upgrades ordered by Customer and provided by Arrow SI as described in the applicable Order Form and/or PO submitted by Customer and subsequently accepted by Arrow SI. 1.1.4"Software"means the new software ordered by Customer and provided by Arrow SI as described in the applicable Order Form and/or PO submitted by Customer and subsequently accepted by Arrow SI. 1.1.5"Equipment"means the Hardware and/or Software collectively, 1.1.6"Project Price"means the price of the Equipment and/or related Arrow SI Services,as identified in the applicable Order Form. 1.2 Services: 1.2.1 "Maintenance Services" means Arrow SI's break fix maintenance service offering identified in the applicable Order Form, including but not limited to Arrow SI Maintenance Services and Prism Assist Maintenance Services. 1.2.2 "Support Services" means other Arrow SI-provided recurring services, as defined in the applicable Order Form, including but not limited to Partnership Services and Prism Assist OneCall Services. 1.2.3 "CPE" means the pre-purchased Customer owned Customer premise equipment, cables, connectors, and/or software described in the applicable Order Form for Maintenance Services or Support Services. Software for purposes of this section shall mean embedded software,unless non-embedded software is explicitly identified in the applicable Order Form. 1.3 General: 1.3.1 "Order Form"means an order for applicable Arrow SI Services made during the term of this Agreement, on the forms, including any applicable exhibits, supplied by Arrow SI, submitted by Customer and subsequently accepted by Arrow SI. Arrow SI may accept an Order Form by beginning to perform the Arrow SI Services identified therein. 1.3.2"Purchase Order"or"PO"means Customer's standard purchase order(s)used to order Arrow SI Services contemplated herein. If a PO is required,Arrow SI will not accept an order until such time as Customer provides Arrow SI with such PO.. Customer may submit a PO and/or signed Schedule 1 for the purchase of Arrow SI Services in lieu of executing a Arrow SI-supplied Order Form;provided that such PO and/or Schedule 1: (i) in the case of new Equipment purchases, specifies the type of Equipment, the delivery and/or installation location, and the Project Price (as determined solely by Arrow SI); (ii) in the case of Maintenance Services, or Support Services, specifies the commencement date for such Arrow SI Services, the Customer Premises, the Equipment/CPE, port/user count,the type of coverage and service plan,type of monitoring(if applicable)and the annual/monthly recurring charges for such Arrow SI Services(as determined solely by Arrow SI); (iii) for Vendor Assist Services, specifies the applicable manufacturer name, part numbers, descriptions, term dates (if applicable), and annual price (as determined solely by Arrow SI); and (iv)any other information requested by Arrow SI. The terms and conditions of this Agreement and: (i)the Arrow SI-supplied Order Form(s)attached to the PO and/or Schedule 1,or(ii)if no Order Form is attached to the PO and/or Schedule 1,then the applicable terms and conditions for such Arrow SI Services as identified in Arrow SI's then- current standard Order Form (including any applicable service descriptions, Manufacturer Agreements or other third party terms and conditions for Professional Services,Vendor Assist Services,or any other third party services if applicable,which are incorporated into such Order Form by reference),will supersede all terms and conditions set forth in the PO and/or Schedule 1 regardless of the date indicated on the PO and/or Schedule 1. In the event such PO is not signed by an authorized signatory of Customer, Customer hereby acknowledges and agrees that (i) any PO submitted to Arrow SI by Customer may be relied upon by Arrow SI as binding and fully enforceable and (i) Customer hereby waives any right to dispute the validity of such purchase due to Customer's failure to execute the applicable PO and/or Order Form. Any additional or alternative terms and conditions (including payment terms) accompanying or printed on such PO shall be without effect unless such alternative conditions are expressly agreed to in writing by both parties, 1.3.3"Premises"means the Equipment or CPE installation location as identified in the applicable Order Form and/or PO. 1.3.4"Time and Material Services"means the Arrow SI Service offered on a time and material basis. 2. Term.The term of this Agreement shall commence on the date it is fully executed by Arrow SI and shall remain in full force and effect through the expiration of any applicable Order Form and/or PO submitted by Customer and subsequently accepted by Arrow SI. 3. Invoicing and Charges. 3.1 Arrow SI shall submit invoice(s)to Customer for all charges due under this Agreement in accordance with the terms of this Agreement and the applicable Order Form. Customer will pay the amount invoiced within thirty(30)days after the date of the applicable invoice. In the event a partial order of Equipment is Delivered to Customer, Arrow SI may elect to invoice Customer for the portion of the Equipment actually delivered, and then any Equipment Delivered later, additions,subtractions,taxes and other residual charges will be reconciled and invoiced via a subsequent invoice. Customer may use a credit card to pay invoices up to$100,000.00(or such other amount as determined by Arrow SI in its sole discretion). Any and all enrollment fees, subscription charges, surcharges or other similar fees associated with ARROW SI CONFIDENTIAL 1 Master Order Agmt 20150902 The Arrow SI names and logos used herein are trademarks of Arrow Systems Integration,Inc. and/or its parent company and affiliates. All tights reserved r electronic invoicing requested by Customer and agreed to in writing by Arrow SI will be the Customer's responsibility. Customer may not withhold payment of any amount invoiced based on abatement, reduction, set-off, defense, counterclaim or recoupment in connection with any past, present or future claim Customer may allege against Arrow SI for charges not covered under this Agreement or against the manufacturer of any equipment or any other third party. In the event Arrow SI does not receive full payment when due,Arrow SI,in its sole discretion,may assess an additional charge against Customer in the amount of one and one-half percent(1%%)per month or the maximum rate allowed under applicable law,whichever is less,on any unpaid amounts. Amounts paid in advance or in excess of the amount invoiced will be credited to Customer's account and,for a period of up to twelve(12)months from the date the credit is issued, such credit may be applied to outstanding or future invoices; provided, however, that if this Agreement expires or is earlier terminated and there are no outstanding amounts owed or invoiced, upon Customer's written request, any unused portion of the advance or excess payment(s)will be refunded to Customer. In order to defray the cost of customer account administration,any credit balances or other sums owed to Customer which remain unclaimed by Customer for a period greater than twelve(12)months will become the property of Arrow SI. 3.2 All charges are exclusive of shipping, handling, and any federal, state and local sales, use, excise, utility and gross receipts taxes, other similar tax-like charges, and tax-related surcharges,which Customer agrees to pay; provided that in the event Customer provides Arrow SI with a tax exemption certificate,Arrow SI agrees to exempt Customer in accordance with law,effective on the date the exemption certificate is received by Arrow SI,Taxes based on Arrow SI's net income shall be the sole responsibility of Arrow SI. 3.3 Failure to remit payment when due may result, upon Customer notification, in interruption or cancellation of Arrow SI Services under this Agreement. Customer shall be liable for the payment of all fees and expenses, including attorney's fees, reasonably incurred in collecting, or attempting to collect,any charges owed hereunder.Arrow SI may refuse to ship any Equipment, provide Services or fulfill an Order Form and/or PO if: (i) Customer provides false information to Arrow SI regarding Customer's identity, creditworthiness, or its planned use of the Equipment; (ii)any outstanding balance is due for Equipment purchased under this Agreement;(iii)Arrow SI no longer offers the Equipment or provides Arrow SI Services on the CPE or other equipment on a commercial basis;or(iv)Customer is identified as a suspect party and/or a restricted party in Arrow SI's global trade compliance system. Any deposit Customer provides to Arrow SI with an Order Form will be promptly returned to Customer if Arrow SI declines to accept the Order Form. 4. Confidential information. Commencing upon Customer's execution of this Agreement and continuing for a period of three(3)years from the termination of this Agreement, each party shall protect as confidential, and shall not disclose to any third party, any confidential information received from the disclosing party or otherwise discovered by the receiving party during the Term,including,but not limited to,the pricing and terms of this Agreement, and any information relating to the disclosing party's technology, business affairs, and marketing or sales plans (collectively the "Confidential Information").. The parties shall use Confidential Information only for the purpose of this Agreement. The foregoing restrictions on use and disclosure of Confidential Information do not apply to information that: (a) is in the possession of the receiving party at the time of its disclosure and is not otherwise subject to obligations of confidentiality; (b) is or becomes publicly known, through no wrongful act or omission of the receiving party; (c) is received without restriction from a third party free to disclose it without obligation to the disclosing party; (d)is developed independently by the receiving party without reference to the Confidential Information,or(e) is required to be disclosed by law,regulation,or court or governmental order. 5. Limitation of LiabilitV and Limited Warrantv. 5.1 Neither party will be deemed to be negligent, at fault or liable in any respect for any delay or failure in performance resulting from acts of God, war, accidents, labor disputes, strikes, power interruptions or outages, manufacturer delays, inability to secure equipment as a result of end-of-life issues, or any other cause beyond the reasonable control of the party delayed; provided, however, that such acts or events shall not relieve Customer of its obligation to make payments for invoiced amounts. In no event shall Arrow SI be obliged to provide credits for service interruptions to Customer's network telecommunication services. 5.2 EXCEPT AS SPECIFICALLY SET FORTH HEREIN OR IN THE LIMITED WARRANTY SECTION OF THE APPLICABLE ORDER FORM, ARROW SI MAKES NO WARRANTIES, EXPRESS OR IMPLIED, AS TO THE HARDWARE, SOFTWARE, MAINTENANCE SERVICES, SUPPORT SERVICES, TIME AND MATERIAL SERVICES, ANY OTHER EQUIPMENT OR RELATED PRODUCT, SOFTWARE OR DOCUMENTATION ARROW SI SPECIFICALLY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON- INFRINGEMENT OF THIRD PARTY RIGHTS. ARROW SI SHALL NOT BE LIABLE FOR ANY DAMAGES ARISING FROM OR RELATED TO ALLEGED VIOLATIONS OF THIRD PARTY INTELLECTUAL PROPERTY RIGHTS. WITHOUT LIMITING ANY OF THE FOREGOING, ARROW SI DOES NOT WARRANT THAT THE SOFTWARE WILL OPERATE ERROR FREE OR UNINTERRUPTED, OR WILL MEET CUSTOMER'S REQUIREMENTS. EXCEPT FOR THE EXPRESS WARRANTIES STATED IN THE APPLICABLE ORDER FORM, THE SOFTWARE AND DOCUMENTATION ARE PROVIDED "AS IS". NOTWITHSTANDING THE FOREGOING, NOTHING IN THIS AGREEMENT IS INTENDED TO LIMIT OR DIMINISH THE WARRANTIES AND SUBLICENSES, IF ANY, OF THE EQUIPMENT MANUFACTURER, WHICH PASS THROUGH ARROW SI AND INURE TO THE BENEFIT OF CUSTOMER. ARROW SI MAKES NO REPRESENTATION OR WARRANTY THAT THE EQUIPMENT AND/OR CPE IS TECHNICALLY IMMUNE FROM OR PREVENTS FRAUDULENT INTRUSIONS INTO AND/OR UNAUTHORIZED USE OF THE EQUIPMENT AND/OR CPE (INCLUDING ANY INTERCONNECTION TO A LONG DISTANCE,INTERNET OR ANY OTHER COMMUNICATIONS NETWORK). 5.3 NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, TREBLE, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION LOSS OF USE OR LOST BUSINESS, REVENUE, PROFITS, OR GOODWILL, ARISING IN CONNECTION WITH THIS AGREEMENT, EQUIPMENT, CPE, RELATED PRODUCTS, DOCUMENTATION AND/OR THE INTENDED USE THEREOF, UNDER ANY THEORY OF TORT, CONTRACT, INDEMNITY, WARRANTY OR STRICT LIABILITY, EVEN IF THE PARTY HAS BEEN ADVISED, KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES, 5.4 WITHOUT LIMITATION OF THE PROVISIONS OF SECTION 5,3 ABOVE, THE TOTAL LIABILITY OF ARROW SI, TO CUSTOMER IN CONNECTION WITH THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT OF DIRECT DAMAGES PROVEN BY CUSTOMER UP TO: (A) THE TOTAL PROJECT PRICE FOR THE SPECIFIC PRODUCT OR FIXED OR HOURLY LABOR PROJECT; OR (B) SIX (6) MONTHS OF CHARGES FOR THE RECURRING SERVICE,FORMING THE BASIS OF THE CLAIM OR CAUSE OF ACTION. ARROW SI SHALL NOT BE LIABLE FOR DAMAGES THAT COULD HAVE BEEN AVOIDED BY CUSTOMER'S USE OF REASONABLE DILIGENCE. THE FOREGOING LIMITATION APPLIES TO ALL CAUSES OF ACTIONS AND CLAIMS, INCLUDING,WITHOUT LIMITATION,BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, INDEMNITY, STRICT LIABILITY, MISREPRESENTATION AND OTHER TORTS CUSTOMER ACKNOWLEDGES AND ACCEPTS THE REASONABLENESS OF THE FOREGOING DISCLAIMERS AND LIMITATIONS OF LIABILITY. NO CAUSE OF ACTION UNDER ANY THEORY WHICH ACCRUED MORE THAN TWO(2)YEARS PRIOR TO THE INSTITUTION OF A LEGAL PROCEEDING ALLEGING SUCH CAUSE OF ACTION MAY BE ASSERTED BY EITHER PARTY AGAINST THE OTHER. HOWEVER, NOTHING IN THIS SECTION 5.4 SHALL LIMIT ARROW SI'S LIABILITY: (A) IN TORT FOR ITS WILLFUL OR INTENTIONAL MISCONDUCT, OR (B) FOR BODILY INJURY OR DEATH PROXIMATELY CAUSED BY ARROW SI'S NEGLIGENCE,OR(C)LOSS OR DAMAGE TO REAL PROPERTY OR TANGIBLE PERSONAL PROPERTY PROXIMATELY CAUSED BY ARROW SI'S NEGLIGENCE. 6. Termination. Either party may terminate this Agreement for Cause. As to payment of invoices,"Cause"shall mean the Customer's failure to ARROW SI CONFIDENTIAL 2 Master Order Agmt 20150902 pay any invoice within thirty(30)days after the date of the invoice, For all other matters,Cause shall mean a breach by the other party of any material provision of this Agreement, provided that written notice of the breach has been given to the breaching party,and the breach has not been cured within thirty(30)days after delivery of such notice. In the event this Agreement is terminated pursuant this Section,the terms and conditions of this Agreement will survive with respect to any Order Form and/or PO accepted by Arrow SI outstanding at the time of termination, and shall continue in full force with respect to such Order Form and/or PO until the expiration of such Order Form and/or PO. Neither party may cancel or terminate an Order Form without Cause once it is submitted by Customer and subsequently accepted by Arrow SI, except as otherwise stated in the applicable Order Form. 7. Indem ifficption. Customer and Arrow SI agree to defend at their expense, indemnify, and hold harmless each other from and against any third party claims, suits, damages and expenses asserted against or incurred by such party("Indemnitee")arising out of or relating to bodily injury to or death of any person or loss of or damage to real or tangible personal property or the environment to the extent that such third party claim, suit, damage, or expense was proximately caused by any negligent act or omission on the part of the party from whom indemnity is sought, its agents or employees ("Indemnifying Party'). Notwithstanding any other provision of this Agreement, the Indemnifying Party shall pay all damages, settlements, expenses and costs, including costs of investigation, court costs and reasonable attorneys' fees and costs (including allocable costs of in-house counsel)incurred by the Indemnitee as set forth in this Section 7,including,without limitation,reasonable attorneys'fees and costs(including allocable costs of in-house counsel)incurred in enforcing this Section 7. 8. Time and Ma erial� Moves Adds andl Changes, O h r Ad4iliqngl Char es. In the event Customer requests Arrow SI to: (i)move, add or change the configuration of Customer's Equipment and/or CPE("MAC"); (ii)bring Customer's Premises in compliance with the specifications identified in the applicable Order Form; (iii)respond to service requests not otherwise covered by the applicable Maintenance Services and/or Support Services; or (iv) provide engineering support provided by Arrow SI's engineering support staff (collectively referred to as "T&M Services"), the service description for such T&M Services located at service-descriptions.arrowsi.com (or such other website as determined by Arrow SI from time to time)shall apply,unless otherwise agreed to by the parties in writing. 9. Miscellaneous. 9.1 Su�ontrr IIIng,Arrow SI may subcontract any or all of the work to be performed by and under the terms and conditions of this Agreement. Arrow SI will be responsible for the work of such subcontractors and for the fulfillment of the terms and conditions of the Agreement. 9.2 Notices. 9.2.1 Any notices or other communication required to be given to the other party under this Agreement will be given in writing and either(i) delivered in person,(ii)sent by overnight courier service,properly addressed and prepaid,(iii)sent by United States Postal Service certified or registered mail,return receipt requested,properly addressed and with the correct postage;or(iv)sent by email to the email address identified below, Notices will be deemed delivered and effective(i)the day of delivery if in person,(ii)the day of delivery if sent by courier service;(iii)three(3)business days after the date of mailing;or(iv)if sent by email,upon the receipt of an acknowledgment from the recipient,provided that if such notice is sent after 5pm Central time,on a weekend or Arrow SI holiday,such notice shall be deemed to have been sent on the next business day. Addresses may be changed by giving written notice in accordance with this Section 9.2. 9.2.2 Notices to Customer are to be sent to the address set forth on the first page of this Agreement, or if by email to Notices to Arrow SI are to be sent as follows: Arrow Systems Integration, Inc., 2425 Gateway Dr., Irving, TX 75063-2753, Attn: Contract Administration;ca_cancels@arrowsi.com;with a courtesy copy to legal@arrowsi.com 9.3 Applicable Lai.This Agreement shall be governed by and construed in accordance with the substantive laws of the State of Texas without regard to its choice or conflicts of law principles, 9.4 In e3endent Coltraot r§at Arrow SI's relationship to Customer in the performance of this Agreement is that of an independent contractor. Nothing contained in this Agreement shall be deemed or construed as creating a partnership, joint venture or fiduciary relationship between Arrow SI and Customer. 9.5Ex ortaand Legal 0 m tli n e. 9.5.1 Customer shall comply with all laws and regulations,including but not limited to import and customs laws and regulations. 9.5.2 Customer acknowledges that certain equipment, software and technical data, which may be provided hereunder, may be subject to export and re-export controls under the U.S. Export Administration Regulations and/or similar regulations of the U.S.or any other country.. Customer shall not export or re-export any such equipment,software,technical data or any direct product thereof in violation or such laws. 9.5.3 To the extent not exempt, each party shall abide by the requirements of 41 CFR §§ 60-1.4(a), 60-300.5(a) and 60-741.5(a). These regulations prohibit discrimination against qualified individuals based on their status as protected veterans or individuals with disabilities, and prohibit discrimination against all individuals based on their race, color, religion, sex, sexual orientation, gender identity, or national origin. Moreover, these regulations require that each party take affirmative action to employ and advance in employment individuals without regard to race, color, religion, sex, national origin, protected veteran status or disability. 9.6 Survival„The rights and responsibilities of the parties hereto under the provisions,which by their nature extend beyond any such expiration or termination,shall survive expiration or earlier termination of this Agreement. 9.7 6 sionm ent, Neither party may assign this Agreement or any of its rights hereunder without the prior written consent of the other party, which consent will not be unreasonably withheld or delayed;provided that Arrow SI may assign this Agreement,in whole or in part,or any of its rights hereunder to an affiliate or successor without the written consent of or notification to Customer. 9.8 Use of, 5ervice Marks Tra enaarks and Name. Neither Arrow SI nor Customer shall: (i) use any service mark or trademark of the other party; or(ii) refer to the other party in connection with any advertising, promotion, press release or publication unless it obtains the other party's prior written approval.Under no circumstance shall a party,as a result of this Agreement,obtain any ownership interest or other right in any patents, pending patents applications, trade secrets, copyrights, names, trademarks, tradenames, servicemarks, logos or other intellectual property rights. 9.9 M I i dons• Invalidity;Waiver. Except as otherwise provided herein, modification or amendment to this Agreement shall not be valid or effective unless in writing and signed by both parties. The invalidity or non-enforceability of any particular provision of this Agreement shall not affect the other provisions,which shall be valid and enforceable to the fullest extent permitted by law. No waiver of any of the provisions of this Agreement shall be binding unless it is in writing and signed by the party granting the waiver. No waiver shall be deemed, or shall constitute,a waiver of any other provision,whether or not similar,and no waiver shall be deemed,or shall constitute,a continuing waiver. 9.10 ) ntlre Atigeemen(. This Agreement and Arrow SI accepted Order Forms, PO's, and/or other forms supplied by Arrow SI constitute the entire understanding between the parties concerning the subject matter hereof. No prior or contemporaneous representations, expressions, or agreements,either written or oral,or any handwritten modifications,any course of dealing,usage of trade or course of performance under this or other agreements shall alter the terms of this Agreement. 9.11 Counterpart i n tunes, This Agreement, and any subsequent documentation, may be signed in counterparts, all of which upon execution and delivery will be considered an original and together will constitute one agreement. Electronic signatures,signed facsimiles or scanned copies of this Agreement, and any subsequent documentation,will legally bind the parties to the same extent as ink signatures or original documents. ARROW SI CONFIDENTIAL 3 Master Order Agmt 20150902 ............. .......................... .............................------ ...................... Authorized Customer Acceptance Arrow S1 Authorized Signature Date Date Typed or Printed Name Typed or Printed Name Title Title ARROW SI CONFIDENTIAL 4 Master Order Agmt 20150902 The Arrow SI names and logos used herein are trademarks of Arrow Systems Integration,Inc. and(brits parent company and affiliates All rights reserved.