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Purchase of VirTra 300 LE Judgment Simulator VirTra 7970 S Kyrene Road,Tempe,AZ 85284 USA I TOLL FREE: 800.455.8746 PH: 480.968.1488 FAX: 480.968.1448 I VIRTRA.COM Account Name Salina Police Department Created Date 4/14/2020 Contact Name Brad Nelson Quote Number 00003730 Phone (785)826-7221 ` Expiration Date 6/1/2020 Email brad.nelson@salina.org Ship To Name Salina Police Department Prepared By Ryan Bray Phone (480)968-1488 Extension 5012 Email rbray@virtra.com **All equipment as quoted is covered by a three(3)year Service and Support Agreement initiating upon Installation Sign-Off.Additional Service Plans available for$17,620.00 per annum.** Line Item Product Code Product Product Description Sales Price Quantity Discount Total Price Description VirTra-Virtual Interactive Coursework and Training Academy"certified simulator training curriculum.V- VICTA"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 VirTra Virtual in conjunction with the simulator for Interactive each available course.Virtual V-VICTA-01 Instructor scenarios teach,train,test 1.00 Coursework and Training Academy" and sustain methodology to ensure participants dynamically absorb information to facilitate long term transfer of critical psycho-motor skills. Available exclusively to all VirTra simulation systems under a current Service or Subscription plan. VirTra Systems 300 LE-1 simulatoruses five interconnected screens to create fully immersive active engagements in a 300 degree environment surrounding the trainees.Multi- directional audio and seamless real video create an environment and V-300LE-1 VirTra 300 LE(w/1 situation that will challenge trainees. $119,541.00 1.00 10.00% $107,586.90 year Service Plan) Comes with LE content library, computer rack,UPS backup,and audio/projection equipment.System is configurable to fit in a variety of spaces(within minimum requirements).One year warranty and support Services included. Additional Two(2)Year Service agreement to include telephone support,remote assistance,labor, parts,travel,software updates,and SP-V300-2A Service Plan-V300 $17,620.002.00 overnight shipping.This package also $35,240.00 includes an annual service and maintenance visit from a VirTra technician.Includes all travel and expenses in CONUS. Borderless Screens Eliminates the 5 inch black border VHU-BS-300 between screens to increase $8,599.00 1.00 $8,599.00 (V-300 Systems) immersion on VirTra 300 systems. VirTra Installation and Training for V-300-INSTL VirTra 300 one(1)V-300 System.Includes all Installation/Training travel and expenses in the CONUS. $5,700.00 1.00 $5,700.00 Micro-switch activated tetherless handgun recoil kit for the Glock 17 VirTra VTRK-G17-RK-G5 Tetherless-Glock 17 Gen 5.Includes one Standard Magazine(All recoil kits convert real $4,155.00 2.00 $8,310.00 Gen 5 firearms which must be supplied by the customer). VirTra Additional Standard magazine for use VTRK-G17-SM Tetherless-Glock 17- $551.00 2.00 $1,102.00 Standard Magazine with the VTRK-G17 recoil kits. Advanced refillable rifle magazine with pressure supply,shot counting (defaults to 30 rounds per magazine), VirTra rechargeable battery pack,and VATR-M16-MAG Tetherless-Advanced wireless communications.For use with $2,080.00 2.00 $4,160.00 AR15/M16-Magazine the VATR-M16 recoil kit.(Requires the VWSA-RFS,VWSA-WS,andVWSA-RCS). Advanced micro-switch activated tetherless rifle recoil kit for AR15,M4 and M16.Incorporates laser,supports tactical reload and instructor jamming VirTra capability.Includes one wireless VATR-M16 Tetherless-Advanced programmable magazine.Requires $7,571.00 2.00 $15,142.00 AR15/M16 VirTra's wireless station.(AIl recoil kits convert real firearms which must be supplied by the customer). TASER®X26 simulation cartridge.Fits VNLW-TAS-X26/P X26P TASER® both X26 and X26P live TASER® handles.(X26/P handles supplied by $1,462.00 2.00 $2,924.00 customer.) Laser-based MK3 model OC VNLW-OCC-MK3 OC Canister-MK3 $1,950.00 2.00 $3,900.00 training device. Table-top refill station for all refillable magazines.Includes VWSA-RFS Refill Station automatic push button activation $4,004.00 1.00 $4,004.00 • and one CO2 tank which must ship empty. VirTra Tetherless- Adapter plate for the VWSA-VTRKG17-AP Glock VTRK-G17-SM(Requires VirTra refill $437.00 1.00 $437.00 17-Adapter Plate station). VirTra Adapter plate for the VWSA-VATRM16-AP Tetherless-Advanced VATR-M16-MAG(Requires VirTra refill $437.00 1.00 $437.00 AR15/M16-Adapter Plate station). VirTra Systems patented Threat-Fire'" return-fire-simulator device delivers a safe and adjustable electrical impulse to simulate hostile fire and enhance VATU-TFII VirTra Threat-Fire"' $3,068.00 2.00 realism during training.No $6,136.00 eye-protection required(Requires wireless station). Required for wireless recoil kits and the Threat-Fire"'to connect to the VWSA-WS Wireless Station VirTra simulator(Only one wireless $1,508.00 1.00 $1,508.00 station needed per system). Advanced Trainer Certification Course (ATCC):40-hour high demand course on how to incorporate video simulation into your training program properly and successfully.Includes 32 hours of"The Science of Simulation Training",and"Train the Operator Certification".The Science of VirTra Advanced Simulation is a critical overview and V-ATCC-5 Trainer Certification application of the recent science into $1,500.00 2.00 100.00% $0.00 Course adult learning specifically as it applies to simulation.Adult learning concepts in this course apply to all modes of learning both inside and outside the simulator.Training occurs at VirTra Global HQ in Tempe,AZ.Travel and expenses not included. Subtotal $220,140.00 Discount 6.79% Total Price $205,185.90 S&H $1,500.00 Grand Total $206,685.90 VirTra,Inc. Sales Terms and Conditions for Direct Sales to End Users/Buyer Effective as of May 1,2017(supersedes all prior versions) Definitions:The following capitalized words shall mean: "End Users/Buyer"means the organization or person who buys Seller's Goods and Services. "Goods and Services"means the articles,products,accessories and services to be supplied to Buyer by Seller. "Technology and Intellectual Property Rights"means all patents,registered and unregistered designs,copyright,trademarks,know-how,software,firmware, hardware,systems,components,or assemblies. "Seller"means VirTra,Inc.,located at 7970 S Kyrene Rd.,Tempe,AZ 85284. These Sales Terms and Conditions for Direct Sales to End Users/Buyers("T&C")apply to Buyer's purchase of all Goods and Services purchased directly from Seller.Goods and Services sold by Seller are expressly subject to and conditioned upon the T&C set forth herein.By accepting delivery of the Goods and Services,Buyer accepts and is bound to these T&C.Any different or additional terms set forth by,whether in Buyer's purchase order or another communication,are expressly rejected and will not be binding on Seller unless agreed to in writing by an authorized officer of Seller. All Sales Final.Buyer expressly reserves all rights to inspect the Goods and Services within a reasonable time after delivery and installation,and to reject defective or non-conforming Goods and Services.Notwithstanding anything to the contrary contained in applicable law or in any laws of sales or standards and practices in the industry,any acknowledgement of receipt or delivery of the Goods and Services by Buyer shall not constitute acceptance by Buyer or waiver of any defects or nonconformance. Acceptance of the Goods and Services shall not be deemed to occur until Buyer's issuance of the written Notification of Acceptance to Seller. Buyer reserves the right to reject the Goods and Services,in whole or in part,if the Goods and Services fail in any respect to conform to the specifications and requirements;if they are defective in any respect;or if they have not been properly or satisfactorily installed or equipped. If the Goods and Services are substantially in compliance with the specifications,but are defective or nonconforming to some degree,Buyer may,in its sole discretion,withhold acceptance until the Goods and Services are rendered non-defective and conform in every respect to the contract. Restocking Fees.In Seller's sole discretion,all returns,refunds or exchanges may be charged a restocking fee of up to 15%of the purchase price paid,plus any applicable shipping and sales tax,unless the returned product is defective,or the return is a direct result of a Seller's error or failure to comply with the contractor specifications. Payment Terms.Buyer shall pay Seller for Goods and Services rendered,in one lump sum,which shall be due and payable to Seller within thirty(30)calendar days after Buyer's receipt of the invoice.Provided,however,that no payment shall be due until after:(a)Buyer has issued a Notification of Acceptance with respect to all Goods and Services covered by the invoice;and(b)Seller has provided clear and unencumbered title to the Goods. No.C.O.D.s will be accepted. Payment for Goods and Services will be made in United States currency($US Dollar)by a preapproved payment method. Late Payments.Interest and late payment fees may be calculated from the day after the payment's stated due date through the date payment is received in full,at the maximum legal allowable interest rate in effect on the applicable dates. Taxes.Sales tax,end user tax,pass-through tax,value-added tax(VAT),transaction privilege tax,consumption tax,customs tax and/or duties are the sole responsibility of Buyer,and Buyer agrees to reimburse Seller for all applicable taxes that Seller is required to collect,regardless of the tax amount being excluded from Seller's quotes or Buyer's Purchase Orders. Tax Exemption.Buyer must provide Seller with a correct,valid and signed tax exemption certificate applicable to the specific Goods and Services purchased, relevant to the end use location,prior to Seller invoicing.If an invalid tax exemption certificate is received or no tax exemption certificate is received,it will be the responsibility of Buyer to pay all required taxes.Additionally,it will be Buyer's responsibility to obtain any tax refunds permitted if Seller has collected and remitted taxes to a taxing authority. Shipping;Title;Risk of Loss.Shipping and handling cost are included in the purchase price shown the Buyer's signed quote or purchase order,and shall not be separately charged to Buyer.Seller reserves the right to make partial shipments unless specifically stated otherwise on Buyer's signed quote or purchase order and such shipping terms are pre-approved by Seller in writing.Products may ship from multiple locations.Title and risk of loss passes from Seller to Buyer F.O.B. Destination Point upon Seller's delivery to the place of destination in Salina,Kansas.Any loss or damage that occurs during shipment is Seller's responsibility. Excusable Delays.Seller will use commercially reasonable efforts to deliver all products ordered as agreed or as soon as reasonably practicable.In the event of interruption of any delivery due to causes beyond the reasonable control of Seller,including but not limited to force majeure,fire,labor disturbances,riots, accidents,or inability to obtain necessary materials or components,Seller has the right,in its sole discretion and upon oral or written notice to Buyer,to delay or terminate the delivery. Not For Resale or Export.Buyer agrees and represents that they are buying for their sole use,and does not intend to resale or plan to export Seller's products. Shipping of Seller's products out of the United States(US)is restricted by US federal law and neither Seller's products nor the technology can be exported out of the US without Seller's prior written approval and a validated export/import license(DSP 5,61,or 73)submitted to Seller for processing and approval and issued by the US State Department. • Regulations and Restrictions.Buyer agree to comply with all applicable laws,codes and license requirements,and controls of the United States and other applicable jurisdictions in connection with the use of Seller products including Buyer's acceptance of responsibility for the payment of any relevant taxes or duties.Buyer is responsible for understanding and verifying all local laws,regulations,restrictions and building code requirements for the purchase,delivery, receipt,storage,installation and use of Seller's Goods and Services.Seller may suspend or cancel Buyer's order,at Seller's sole discretion,for violation of regulations and restrictions. Technology and Intellectual Property Rights.Buyer agrees that Seller claims,and has claim to,various proprietary rights of its Goods and Services,and Buyer agrees to take reasonably necessary steps to ensure that Seller's rights will not directly or indirectly be violated,which would cause irreparable harm to Seller. Except for the license to use the Goods and Services,the sale of Goods and Services will not confer upon Buyer any license,express or implied,under any patents,trademarks,trade names,or other proprietary rights owned or controlled by Seller,its subsidiaries,affiliates,or suppliers;it being specifically understood and agreed that all the rights are reserved to Seller,its subsidiaries,affiliates,or suppliers.Without limiting the foregoing,Buyer will not,without Seller's prior written consent,use any trademark or trade name of Seller in connection with any Goods and Services.Buyer may not obscure,remove,or alter any copyright,trademark,service mark or other proprietary notices or legends provided on the products. Design Changes.Seller reserves the right to make changes in design of any of its products without incurring any obligation to notify Buyer or to make the same change to products previously purchased by Buyer,so long as the design changes do not reduce the quality or capabilities of the products. Severable Provisions.If any provision of these T&C is found to be invalid or unenforceable by a court of competent jurisdiction,then the remainder will remain in full force and effect and any invalid provision(s)will be modified or partially enforced by the court to the maximum extent permitted by law to effectuate the purpose of this agreement. Relationship of Parties.Nothing contained in these T&C shall be construed as establishing or implying any partnership or joint venture between the parties and nothing in these T&C shall be deemed to construe either or the parties as the agent of the other. Assignment and Sub-Contracting.The contract between Buyer and Seller for the Goods and Services shall not be assigned or transferred,nor the performance of any obligation sub-contracted,without the prior written consent of both Buyer and Seller. Entire Agreement.These T&C,along with the product warranty,license and service agreement(s),constitute the entire agreement between the parties.These Sales T&C supersede and replace any prior agreement or understanding between the parties,including any oral representations concerning the subject matter of this agreement.Any prior or extrinsic representations or agreements,with the exception of the product warranty,any service and license agreement(s),are intended to be discharged or nullified. Governing Law;Jurisdiction and Venue.The laws of the State of Kansas,USA govern this transaction and agreement,without regard to conflicts of law.Any litigation regarding the interpretation or enforcement of these T&C shall be resolved in the State of Kansas and the courts of Kansas shall have exclusive jurisdiction over such litigation and the parties agree to such exclusive jurisdiction. Warranties. Seller warrants and represents that all Goods and Services sold to Buyer shall be free from defects in design,workmanship or manufacture,and further represents and warrants that all Goods and Services shall conform in all material respects to any specifications,drawings,and descriptions furnished to Buyer in connection with the quote;(ii)any samples furnished by Seller in connection with the quote;(iii)the terms,covenants and conditions of the quote;and(iv)all applicable state,federal or local laws,rules,and regulations,and industry codes and standards. These warranties shall be in addition to any other warranty or guarantee provided by Seller. All products furnished in connection with the Goods and Services shall be new merchandise,and not used or reconditioned. Seller may not limit,exclude or disclaim the forgoing warranties or any warranty implied by law,and any attempt to do so shall be without force or effect. Seller disclaims any representation that it will be able to repair any product under warranty or make a product exchange without risk to or loss of data. Equal Opportunity. In conformity with the Kansas act against discrimination and Chapter 13 of the Salina Code,Seller and its subcontractors,if any,agree that: (1) Seller shall observe the provisions of the Kansas act against discrimination and Chapter 13 of the Salina Code and in doing so shall not discriminate against any person in the performance of work under this agreement because of race,sex,religion,age,color,national origin,ancestry or disability; (2) Seller shall include in all solicitations,or advertisements for employees,the phrase"equal opportunity employer,"or a similar phrase to be approved by Buyer's human relations director; (3) If Seller fails to comply with the manner in which Seller reports to the Kansas human rights commission in accordance with the provisions of K.S.A.44- 1031 and amendments thereto,Seller shall be deemed to have breached this agreement and it may be canceled,terminated or suspended,in whole or in part,by Buyer; (4) If Seller is found guilty of a violation of Chapter 13 of the Salina Code or the Kansas act against discrimination under a decision or order of the Salina human relations commission or the Kansas human rights commission which has become final,Seller shall be deemed to have breached this agreement and it may be canceled,terminated or suspended,in whole or in part,by Buyer; (5) Seller shall not discriminate against any employee or applicant for employment in the performance of this agreement because of race,sex,religion,age, color,national origin,ancestry or disability;and (6) Seller shall include similar provisions in any subcontract under this agreement. Insurance Requirements. (a) Toes and Amount of Coverage.Seller agrees to obtain insurance coverage as specified in Exhibit A attached hereto,and shall not make any material modification or change from these specifications without the prior approval of Buyer. If Seller subcontracts any of its obligations hereunder,Seller shall require each such subcontractor to obtain insurance coverage as specified in Exhibit A. Failure of Seller or its subcontractors to comply with these requirements shall not be construed as a waiver of these requirements or provisions and shall not relieve Seller of liability. (b) Rating.All insurance policies shall be issued by insurance companies rated no less than A-VII in the most recent"Bests"insurance guide,and admitted in the State of Kansas. Except as otherwise specified in Exhibit A.all such policies shall be in such form and contain such provisions as are generally considered standard for the type of insurance involved. (c) Certificate of Insurance. The parties acknowledge that Seller has provided Buyer with a certificate of insurance listing Buyer as the Certificate Holder and evidencing compliance with the insurance requirements hereunder and in Exhibit A. Buyer reserves the right to require complete certified copies of all insurance policies procured by Seller hereunder,including any and all endorsements affecting the coverage required hereunder. Accepted by: City of Sali .,Kan .s By: Mic ael L.H.ppock, or • Attest: , & _I /, . A I ._ Shandi Wicks,CMC,City Clerk Date: 2020 n Form: id ifANIP, jr Le, ou j -SELECT PAYMENT METHOD- Credit Card;include contact information only (subject to limits) Purchase Order: Check: Other(please specify): Accepted by: VirTra,Inc. By: Ryan c3ray (name) Director of US Sales (title) EXHIBIT A INSURANCE REQUIREMENTS Pursuant to T&C,Seller shall obtain, pay for,and maintain—and shall require each of its authorized subcontractors to obtain and maintain—for the duration of the agreement,policies of insurance meeting the following requirements: 1. General Requirements. A. Additional Insured. With the exception of the workers'compensation policy to be obtained by Seller hereunder, all policies shall name the City of Salina ("City"), its agents, representatives, officers, officials, and employees as additional insured(s). Insurance for the additional insured shall extend to Products/Completed Operations and be as broad as the insurance for the named insured, including defense expense coverage, and,with respect to the commercial general liability policy required hereunder,shall be endorsed to apply as primary and non-contributory insurance before any other insurance or self-insurance, including any deductible,maintained by,or provided to,the additional insured(s). B. Waiver of Subrogation. Where allowed by law,all policies will include a waiver of subrogation in favor of the City, its agents, representatives,officers,officials,and employees. C. Claims Made Policies. If coverage is written on a claims-made basis for any of the policies required hereunder, Seller must maintain the coverage for a minimum of two(2)years from the date of final completion of all work. D. Premium and Deductible Expenses. Seller shall be responsible for all premiums and retention or deductible expense for any and all policies required hereunder. 2. Specific Coverage Requirements. A. Commercial General Liability("CGL"). Seller shall maintain CGL coverage written on ISO Occurrence form CG00 01 or an industry equivalent, which shall cover liability arising from Personal Injury, Bodily Injury, Property Damage, Premises and Operations,Products and Completed Operations,Contractual Liability,Independent Contractors and Advertising Injury. The policy limits shall not be less than the following: • Each occurrence $1,000,000 • General aggregate $2,000,000 • Personal and Advertising Liability $1,000,000 The policy shall contain an endorsement that modifies the general aggregate to apply separately to each project. Seller shall maintain the Products and Completed Operations liability coverage for a period of at least two (2)years after completion of all work hereunder. B. Business Automobile Liability ("BAL"). Seller shall maintain BAL coverage written on ISO form CA 00 01 or an industry equivalent. Coverage shall be applicable to all autos and other vehicles subject to compulsory auto liability laws that are owned,hired,rented or used by the Contractor and include automobiles not owned by but used on behalf of Seller. The BAL policy limits shall not be less than the following: • Combined single limit $1,000,000 C. Workers' Compensation/Employer's Liability. Seller shall maintain workers' compensation and employer's liability coverage with policy limits not less than the following: • Workers'Compensation(Coverage Part A) o Statutory • Employer's Liability(Coverage Part B) o $100,000 each accident o $500,000 disease—policy limit o $100,000 disease—each employee ANNUAL SERVICE PLANS FOR PRODUCTS: V-300, V-180 AND V-ST PRO PLANS INCLUDE 1. VirTra System Technician on installation site one time during Plan Year to perform the following functions as needed and if applicable. • Upgrade VirTra Operating System (VOS) • Inspect Refill Station &Regulator Features' • Recondition &Test Recoil Kits • Install new VirTra training scenarios2 • Zero all Laser Based Items • Clean Computer, Monitor&Keyboard • Test Threat-Fire°1 Devices for Proper Functionality • Perform Computer Diagnostics • Test OC & Taser Devices for Proper Functionality • Clean Simulator Screens • Inspect&Test Speakers and Sound FX • Upgrade to most current base library • Provide a List of Inspected Items • Recalibrate System • Provide User Refresher Training 2. Parts and Labor in the event of a non-functioning system or accessory.' 3. Use of VirTra's Advance Replacement Program.° 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. Travel expenses if a VirTra technician must travel to customer location. 6. Overnight Shipping on all replacement or repaired parts5 7. Remote Assistance6 1) VirTra Operating Software Version 4 (VOS 4) will be automatically upgraded to the most current 4.XX.XX release during Annu-al visit. Hardware must be supported by the new release and have enough hard drive space available on the system. 2)Custom- er's under a valid Annual Service Plan will receive the most current base library at the time of their annual service visit. Not all train- ing scenarios may be compatible depending on the VOS version installed on their system. 3)TASER X26 blue handle units found to be defective under an Annual support plan will be replaced with laser sim cartridges and customer will be required to supply work-ing TASER handle. 4) Limited Quantities and not available for all components. 5) Where Available. 6) Customer must allow access. VirTra ©2018 by VirTra Inc.All Rights Reserved. VirTra,the VirTra logo are either registered trademarks or trademarks of VirTra in the United States and/or other countries.VirTra Annual Service Plans.Ver 1.0-020618 LIMITATION & EXCLUSIONS The following terms and conditions govern the sale of this service plan contract between VirTra Inc. ("VirTra") and the original purchaser of the product ("Customer") in the continental United States. By purchasing, Customer agrees to be bound by and accepts these terms and conditions identifying how VirTra will support the VirTra Inc.(s) ("Equipment").This agreement may not be canceled and Customer will not receive a refund of any amount paid hereunder, unless this Agreement is terminated due to VirTra's breach pursuant to Section 6.0 below.This warranty will be effective for a span of three (3) calendar years from the date of installation and acceptance of Equipment by Customer. Customer may purchase an additional warranty to extend beyond the first three years coverage period. Additional warranties are available in calendar years based upon the original date of installation. Warranty is only valid for equipment installed within the 48 continental United States. Notwithstanding any provision herein to the contrary, no provision in these terms and conditions shall be deemed to abrogate or supersede the provisions of VirTra's Sales Terms and Conditions for Direct Sales to End Users/Buyers attached to and made a part of Buyer's signed quote ("Direct Sale T&Cs"),and in the event of a conflict between the Direct Sale T&Cs and these terms and conditions,the provisions of VirTra's Direct Sale T&Cs shall govern and control. 1.0 VirTra Obligations. VirTra's basic obligation shall be to ensure Equipment remains free from defects in materials and workmanship.VirTra will provide a Service Manager available with telephone support that can be contacted (for hardware or software issues). VirTra also must continue to develop the software in support of the Equipment,to include fixes and updates, improvements in operation, and new features—provided free of charge during the extended warranty period. If issues cannot be corrected by e-mail,teleconferences, or by shipping equipment back to VirTra/Customer,then VirTra will send a qualified technical support representative to the location for on-site service. 2.0 Customer Obligations.The Customer has responsibility for exercising reasonable care in operating, handling and maintaining the Equipment. Customer acknowledges and agrees that VirTra may subcontract performance of certain services hereunder to third parties selected by VirTra.VirTra may, at its sole discretion, leave spare parts for Equipment with Customer. Customer must maintain consumable items such as projector bulbs, CO2 tanks, and batteries. Equipment operation, handling, and maintenance procedures are covered by documentation which will be provided with the equipment. Equipment failure or damage which is attributable to the Customer's,or a third-party's, rough treatment, abuse, misuse, neglect, additions, adjustment, or modification is the responsibility of the Customer.The Customer is expected to work promptly with VirTra's service technician to resolve equipment problems. Customer is also responsible for notifying VirTra once replacement parts are received. Customer certifies they will maintain all Equipment and parts in a safe,secure and in an environmentally controlled area. This area must include, but not limited to,controllable HVAC, and must protect against electrical surges and black or brown outs.VirTra strongly recommends the purchase and use of uninterrupted power supplies (UPS) and high-quality surge protectors for equipment. 3.0 Replacement Products and Parts. VirTra, at its sole discretion, may replace the failed Equipment or any part thereof, with a product of comparable or greater specified functionality which may be of a different model or manufacturer. Replacement products and parts become Customer's property; returned Equipment becomes property of VirTra. VirTra has no obligation to return replaced products or parts to the Customer. 4.0 Excluded Services.The following services are specifically excluded from this contract, and any excluded services performed by VirTra may be subject to additional charges. (a) Repair of damage to the Equipment resulting from accident; improper packaging by Customer; Customer negligence; misuse; unauthorized repairs;failure of electrical power, air conditioning, humidity control,vandalism,fire, water damage or other casualty resulting from causes beyond the control of VirTra. (b) Installation of 3rd. party software in violation of operating procedures. (c) Repair or replacement of equipment without prior consent of VirTra. 5.0 Limitation of Liability. (a) Coverage under this contract does not insure uninterrupted operation of the Customer's Equipment.VirTra's maximum liability under this service plan contract will be limited to replacing the failed Equipment under dispute with comparable equipment. (b) No Consequential Damages. VirTra SHALL NOT BE LIABLE FOR ANY LOSS OF PROFITS, USE, OR DATA FOR CONSEQUENTIAL, INCIDENTAL OR OTHER INDIRECT DAMAGES, UNDER ANY LEGAL THEORY, EVEN IF VirTra HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. (c) Disclaimer of Warranties.THE SERVICES PROVIDED HEREUNDER ARE PROVIDED "AS IS" AND ARE WITHOUT A WARRANTY OF ANY KIND.VirTra DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. 6.0 Termination for Cause. Either party shall have the right to terminate this contract immediately upon written notice in the event that the other party violates any provision of this contract, including(without limitation)failure to make payment and if such violation remains un-remedied for more than thirty(30) days after the non-defaulting party receives notice of the violation;or in the event that the other party: (i)terminates or suspends its business; (ii) becomes subject to any bankruptcy or insolvency proceeding under federal or state law; (iii) becomes insolvent; (iv) makes a general assignment for the benefit of its creditors;or(v) becomes subject to direct control by a trustee, receiver or similar authority. 7.0 Concurrent Remedies;Attorneys' Fees.The rights and remedies set forth in this contract may be exercised concurrently or separately without waiver of any of the rights or remedies otherwise existing at law or in equity. In the event of a default, the non-defaulting party shall have the right to collect all expenses of collection and recovery, including reasonable attorneys'fees. 8.0 Obligation to Pay. Customer's obligation to pay all charges which shall have accrued during the term of this contract shall survive any termination of this contract. 9.0 Assignment.This contract may not be assigned by VirTra to any other party without Customer's prior written approval, which shall not be unreasonably withheld; provided, however,that following any permitted assignment, any assignee shall be responsible to Customer as set forth in this contract. In such an event, reference to "VirTra" in this contract shall be deemed to be a reference to the assignee and such provision shall apply to any subsequent assignment by any assignee.This contract may not be assigned by Customer. 10.0 Governing Law.This contract shall be construed in accordance with Kansas law as if entered into between two parties residing in Kansas and wholly performed within Kansas. 11.0 Notices. Any notice given under this contract (except for routine requests for service) shall be in writing and shall be deemed effective, upon delivery,to the address specified on the contract, or such other address as the parties may provide each other from time to time by written notice. 12.0 Severability; Waiver. In the event that any one or more of the provisions contained in this contract shall for any reason be held to be invalid, illegal or unenforceable in any respect,this contract shall be enforced to the maximum extent possible. No waiver of any provision of this contract by either party shall be deemed to be an ongoing waiver of such provision by such party. 13.0 Force Majeure. VirTra shall not be liable for failure to service the Equipment when such failure is due to causes beyond its reasonable control, including, but not limited to, acts of God, acts of civil and military authority, strikes,flood, epidemics,war, riots, delays in transportation and inability due to causes beyond its reasonable control to obtain necessary labor or materials or replacement products or components thereof. 14.0 Entire Agreement.This contract constitutes the entire agreement between the parties with respect to the subject matter hereof, and shall be binding on the parties and their respective successors and assigns and shall supersede any additional or conflicting terms of any other document. This contract may not be modified or amended unless agreed to by both parties in writing. VIRTRA SERVICE AGREEMENT DATE(MM/DD/YYYY) ACORO CERTIFICATE OF LIABILITY INSURANCE 5/6/2020 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: Tiffany Zellnk0 Lovitt&Touché A Marsh and McLennan Agency, LLC PHONE HC No.EM):602-956-9950 Fa,N,):602-956-2258 1050 W Washington Street, Suite 233 E*►aIL Tempe AZ 85281 ADDRESS: tzelinko©lovitt-touche.com INSURER(S)AFFORDING COVERAGE NAIC# INSURERA:Federal Insurance Company 20281 INSURED VIRTSYS-C2 INSURER B: VirTra, Inc. VirTra Systems, Inc. INSURERC: 7970 S Kyrene Rd INSURERD: Tempe AZ 85284 INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER:1253093602 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR ADDL SUBR POLICY EFF POLICY EXP LTR TYPE OF INSURANCE INSD VI/VD POLICY NUMBER (MM/DD/YYYY) (MM/DD/YYYY) LIMITS A X COMMERCIAL GENERAL LIABILITY Y Y 35916537 3/11/2020 3/11/2021 EACH OCCURRENCE $1,000,000 CLAIMS-MADE X OCCUR DAMAGE TO RENTED -- PREMISES(Ea occurrence) $1,000,000 MED EXP(Any one person) $10,000 PERSONAL&ADV INJURY $1,000,000 GE 'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $2,000,000PO- X POLICY JECT LOC PRODUCTS-COMP/OP AGG $2,000,000 OTHER: $ A AUTOMOBILE LIABILITY 73577294 3/11/2020 3/11/2021 COMBINED SINGLE LIMIT $1,000,000 (Ea accident) ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY(Per accident) $ X HIRED x NON-OWNED PROPERTY DAMAGE AUTOS ONLY AUTOS ONLY (Per accident) A X UMBRELLA LIAB X OCCUR 79871478 3/11/2020 3/11/2021 EACH OCCURRENCE _ $15,000,000 EXCESS LIAB CLAIMS-MADE AGGREGATE $15,000,000 DED RETENTION$ $ A WORKERS COMPENSATION Y 71765122 11/18/2019 11/18/2020 X STATUTE EORH AND EMPLOYERS'LIABILITY Y/N ANYPROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $1,000,000 OFFICER/MEMBEREXCLUDED? N/A _... (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $1,000,000 If yes,describe under --' DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $1,000,000 A Hired Auto Physical Damage 73577294 3/11/2020 3/11/2021 Hired Auto Comp Ded $100 Hired Auto Coll Ded $500 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Certificate Holder is included as additional insured as respects general liability coverage and if required in a written contract,subject to all policy terms, conditions,definitions and exclusions.General Liability coverage is primary and non-contributory if required by written contract.Waiver of Subrogation applies to the general liability if required in a written contract. Waiver of Subrogation applies to Workers'Compensation if required in a written contract. City of Salina,its agents,representatives,officers,officials,and employees are included as additional insureds on the General Liability and Auto Liability. Waiver of Subrogation applies to the General Liability and Auto Liability if required in a written contract.Endorsements to follow. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. City of Salina 300 W.Ash St. Salina KS 67401 AUTHORIZED REPRESENTATIVE wr ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD THIS CERTIFICATE SUPERSEDES PREVIOUSLY ISSUED CERTIFICATE C H U B Bm Liability Insurance Endorsement Policy Period MARCH 11,2020 TO MARCH 11,2021 Effective Date MARCH 11,2020 Policy Number 3591-65-37 WCE Insured VIRTRA,INC. Name of Company FEDERAL INSURANCE COMPANY Date Issued DECEMBER 19,2019 This Endorsement applies to the following forms: GENERAL LIABILITY Under Who Is An Insured,the following provision is added. Who Is An Insured Additional Insured- Persons or organizations shown in the Schedule are insureds;but they are insureds only if you are Scheduled Person obligated pursuant to a contract or agreement to provide them with such insurance as is afforded by Or Organization this policy. However,the person or organization is an insured only: • if and then only to the extent the person or organization is described in the Schedule; • to the extent such contract or agreement requires the person or organization to be afforded status as an insured; • for activities that did not occur,in whole or in part,before the execution of the contract or agreement;and • with respect to damages,loss,cost or expense for injury or damage to which this insurance applies. No person or organization is an insured under this provision: • that is more specifically identified under any other provision of the Who Is An Insured section(regardless of any limitation applicable thereto). • with respect to any assumption of liability(of another person or organization)by them in a contract or agreement.This limitation does not apply to the liability for damages,loss,cost or expense for injury or damage,to which this insurance applies,that the person or organization would have in the absence of such contract or agreement. Liability Insurance Additional Insured-Scheduled Person Or Organization continued Form 80-02-2367(Rev.5-07) Endorsement Page 1 CHUBB' Liability Endorsement (continued) Under Conditions,the following provision is added to the condition titled Other Insurance. Conditions Other Insurance— If you are obligated,pursuant to a contract or agreement,to provide the person or organization Primary,Noncontributory shown in the Schedule with primary insurance such as is afforded by this policy,then in such case Insurance—Scheduled this insurance is primary and we will not seek contribution from insurance available to such person Person Or Organization or organization. Schedule Persons or organizations that you are obligated,pursuant to a contract or agreement,to provide with such insurance as is afforded by this policy. All other terms and conditions remain unchanged. Authorized Representative \ �� Liability Insurance Additional Insured-Scheduled Person Or Organization last page Form 80-02-2367(Rev.5-07) Endorsement Page 2 C H U B Bm Liability Insurance Endorsement Policy Period MARCH 11,2020 TO MARCH 11,2021 Effective Date MARCH 11,2020 Policy Number 3591-65-37 WCE Insured VIRTRA,INC. Name of Company FEDERAL INSURANCE COMPANY Date Issued DECEMBER 19,2019 ifk6NNNiiih'600:414.0444M,r4tf,,*,#a,Hk'SN N44 NifWNifNiw'YWiREgNiiiliigiiii44444A444.1,.i'O.S64NiMi#kilgi:i%if:A'irYR'4Nli4f1.31.9mi%:i%ail*di{%k4#44444 kSi.W41,AiAAIid:GflANrlf#4414kMiif6k440144d',f.Y64,i:WifkAliS,V.Ahiii Piiiv: This Endorsement applies to the following forms: GENERAL LIABILITY c ilaiii Ns#H%i5.iiii%..AtWW#%iiiiii 1,,WI#vi WOMI#v1fF1iW## 40.i'i##.W iiiNiffaiii%APfili YNWW#W# :6fF'tl4NWM#W#6,5004,0044K05;04RApWiii**#W4:RSif#444 Under Conditions,Transfer Or Waiver Of Rights Of Recovery Against Others,the following provision is added: Conditions Transfer Or Waiver Of However,we waive any right of recovery we may have against the designated person or organization Rights Of Recovery shown below because of payments we make for injury or damage arising out of your ongoing Against Others operations or done under a contract with that person or organization and included in the products-completed operations hazard.This waiver applies to the designated person or organization. Designated Person Or Organization PERSONS OR ORGANIZATIONS THAT YOU ARE OBLIGATED,PURSUANT TO A CONTRACT OR AGREEMENT,TO PROVIDE WITH SUCH INSURANCE AS IS AFFORDED BY THIS POLICY Liability Insurance Condition-Waiver Of Transfer Of Flights Of Recovery continued Form 80-02-2362(Rev.4-01) Endorsement Pegr I WORKERS'COMPENSATION AND EMPLOYERS'LIABILITY INSURANCE POLICY WC 124 (4-84) WC 00 03 13 WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT This endorsement changes the policy to which it is attached effective on the inception date of the policy unless a different date is indicated below. (The following"attachirg clause"need be completed only when this endorsement is issued subsequent to preparation of the poky.) This endorsement,effective on 11/18/18 at 12:01 A.M.standard time,forms a part of PATE) Policy No. (19)7176-51-22 of the FEDERAL INSURANCE COMPANY (NAME OF INSURANCE COMPANY) issued to VIRTRA, INC. Endorsement No. Authored Representative We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.* This agreement shall not operate directly or indirectly to benefit any one not named in the Schedule. Schedule AS REQUIRED PER WRITTEN CONTRACT WC 124(4-84) WC 00 0313 Copyright 1983 National Council on Compensation Insurance. Page 1 of 1 WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 42 03 04 B (Ed. 6-14) TEXAS WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT This endorsement applies only to the insurance provided by the policy because Texas is shown in Item 3.A. of the Information Page. We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule, but this waiver applies only with respect to bodily injury arising out of the operations described in the Schedule where you are required by a written contract to obtain this waiver from us. This endorsement shall not operate directly or indirectly to benefit anyone not named in the Schedule. The premium for this endorsement is shown in the Schedule. Schedule 1. (El) Specific Waiver Name of person or organization ANY PERSON OR ORGANIZATION FOR WHOM THE NAMED INSURED HAS AGREED BY WRITTEN CONTRA CT TO FURNISH THIS WAIVER. (Xi) Blanket Waiver Any person or organization for whom the Named Insured has agreed by written contract to furnish this waiver. 2. Operations: 3. Premium: The premium charge for this endorsement shall be 2% percent of the premium developed on payroll in connection with work performed for the above person(s)or organization(s)arising out of the operations described. 4. Advance Premium: This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective 11-18-19 Policy No. (20) 7176-51-22 Endorsement No. Insured VIRTRA, INC. Premium$ Incl. Insurance Company Federal Insurance Company Countersigned By WC 42 03 04 B (Ed.6-14) ©Copyright 2014 National Council on Compensation Insurance,Inc.All Rights Reserved. Insured Copy