53-10 Attachment 2

remain responsible until Acceptance of the System for loss or damage resulting from the willful misconduct or negligent acts or omissions of Seller, its employees, agents, and subcontractors. Buyer shall keep the Hardware fully insured for the total amount of all monies then due, or yet to become due, to Seller with respect to this Contract. B. If Buyer fails to take delivery of any of the Hardware, Seller may place such Hardware in storage at the place of manufacture or elsewhere. In such event: (1) Seller shall notify Buyer of the placement of any Hardware in storage; (2) Seller's delivery obligations shall be deemed fulfilled and title and all risk of loss or damage shall thereupon pass to Buyer; (3) any amounts otherwise payable to Seller upon delivery shall be payable upon presentation of Seller's invoices. SECTION 6. PRICE: The Total Contract Price to be paid by Buyer to Seller is Dollars (§. ). The individual prices for the units of Hardware, the Software license and the Services to be performed are as set forth in Seller's Proposal. SECTION 7. TAXES: In addition to any price specified herein, Buyer shall pay the gross amount of any present or future sales, use, excise, value-added, or other similar tax applicable to the price, sale or any Products or services furnished hereunder or to their use by Seller or Buyer, or Buyer shall otherwise furnish Seller with tax exemption certificates acceptable to all applicable taxing authorities. SECTION 8. PAYMENTS: A. The Total Contract Price for the Hardware, the Software license and the Services shall be paid by the Buyer to Seller as follows: 1. Initial Payment Zero percent (0%) of the Total Contract Price shall be due at the time of the signing of the Contract by the Buyer and Seller. 2. Zero (0%) of the Total Contract Price shall be due at the time of the first System design review meeting or within 30 days of the Effective Date of this Contract if no System design review meeting is scheduled, whichever occurs earlier. 3. Hardware Sixty five percent (65%) of the total value of the System shall be due upon delivery of all Hardware. 4. Installation Twenty five (25%) of the total System value shall be due upon installation unless Buyers sites are not available; in which case 25% shall be due without completion of installation. 5. Services Zero (0%) of the Project/Site Management, System

shall be due upon installation unless Buyers sites are not available; in which case 25% shall be due without completion of installation. 5. Services Zero (0%) of the Project/Site Management, System Engineering or other Services separately priced shall be payable in equal monthly payments over the time period of the Contract through the date of Acceptance of the System, as described in the Project Schedule. 6. Final Payment The final payment of the remaining Contract Value for all Hardware, Software and Services shall be due upon final Acceptance of the System. HARRIS | RF Communications assuredcommunications*