53-10 Attachment 2

J. “Services” shall mean the services to be provided by Seller to Buyer as set forth in Seller's Proposal. K. "Software" shall mean the proprietary computer software of Seller as owned exclusively by Seller or Seller's suppliers, as appropriate. L. “Statement of Work” shall mean the description of the work to be performed by Seller to deliver the Hardware, install the System and provide the Services, all as described in Seller's Proposal. M. "System" shall mean the radio communications system comprised of the Hardware and Software to be furnished by Seller to Buyer pursuant to the terms set forth in Seller's Proposal and this Contract. N. “Total Contract Price” shall mean the price of the Hardware, the Software license and the Services to be furnished by Seller to Buyer pursuant to the terms set forth in Seller's Proposal and this Contract. oO. “Documentation Deliverables” shall mean the standard commercial quality manuals to be furnished by the Seller to the Buyer pursuant to the terms set forth in Seller's Proposal and this Contract. SECTION 2. SCOPE OF WORK: Seller shall furnish, deliver and install the Hardware and Software for the System and provide the Documentation Deliverables and Services in accordance with the terms of Seller's Proposal and this Contract. SECTION 3, BUYER'S OBLIGATIONS: A. The Buyer's obligations set forth in Seller's Proposal and this Contract shall be performed by Buyer in a timely and proper fashion in accordance with the Installation Schedule, or as otherwise agreed upon by Buyer and Seller, to allow Seller to timely perform its obligations under this Contract. B. In addition to the obligations specifically identified in Seller's Proposal, Buyer shall also have the following additional obligations. (1) Buyer shall designate a project manager to act as Buyer's primary interface with the Seller. (2) Buyer shall provide ready access to all sites owned, leased or otherwise controlled by Buyer. (3) All towers, shelters and associated equipment provided by or mandated by Buyer shall be satisfactory in all manners to accommodate the System proposed by the Seller. SECTION 4. FACILITIES SITES: Any sites where Seller will operate and perform System installation under the terms of this Contract must be approved by Buyer, whose approval shall not be unreasonably withheld, delayed or conditioned. Buyer shall be responsible,

erate and perform System installation under the terms of this Contract must be approved by Buyer, whose approval shall not be unreasonably withheld, delayed or conditioned. Buyer shall be responsible, at Buyer's expense, for obtaining all rights to use sites including, but not limited to, all permits and licenses necessary to perform work on the sites and all FCC and FAA approvals. Buyer shall be responsible for paying alll utility charges to the appropriate utility for providing utility services to the System installation areas. SECTION 5. DELIVERY, TITLE AND RISK OF LOSS: A. Seller shall ship the Hardware to Buyer at Buyer's expense on or before the dates set forth in the Installation Schedule. Partial deliveries shall be permitted. Upon delivery to the carrier, title to each portion of the Hardware and all risk of loss or damage shall pass to Buyer; provided, however, that Seller shall HARRIS | RF Communications assuredcommunications*