HomeMy WebLinkAboutContract 56885-A1 (2)CSC NO.56885-A1
FIRST AMENDMENT TO
CITY SECRETARY CONTRACT NO. 58665
This Amendment is entered into by and between the City of Fort Worth ("City") and
Wescam Inc ("Vendor").
WHEREAS, City and Vendor entered into an Agreement identified as Fort Worth City
Secretary Contract No. 58665 beginning December 27, 2022 ("Agreement");
WHEREAS, City and Vendor now wish to amend the Agreement to increase the
compensation amount not to exceed from $41,325 to $100,000 to include pricing for service
years 2023-2025; and
WHEREAS, City and Vendor now wish to amend the Agreement to update the price for
service year 2023.
NOW, THEREFORE, City and Vendor, acting herein by the through their duly -
authorized representatives, enter into the following agreement to amend the contract:
1. Compensation. City will pay Vendor in accordance with the provisions of this
Agreement, including Exhibit "B," which is attached hereto and incorporated herein for
all purposes. City and Vendor amend the Agreement to update the compensation amount
to not exceed One Hundred Thousand Dollars and Zero Cents ($100,000.00)
annually. Vendor will not perform any additional services or bill for expenses incurred
for City not specified by this Agreement unless City requests and approves in writing the
additional costs for such services. City will not be liable for any additional expenses of
Vendor not specified by this Agreement unless City first approves such expenses in
writing.
2. Service Year 2023 price has decreased to the updated price quoted on L3 Harris Offer
#230032-2, which is attached to this amendment as Exhibit `B".
3. Aside from the updated pricing in the compensation clause above and the pricing in
Exhibit `B," the terms of the addendum executed on December 27, 2022 shall continue to
supersede any conflicting terms in Exhibit `B".
4. All other provisions of the Contract which are not expressly amended herein shall remain
in full force and effect.
[SIGNATURE PAGE FOLLOWS]
OFFICIAL RECORD
Amendment No. 1 to CSC No. 58665 CITY SECRETARY
FT. WORTH, TX
Executed on the day signed by the Assistant City Manager
ACCEPTED AND AGREED:
CITY OF FORT WORTH
7�
By:
Name: Fernando Costa
Title: Assistant City Manager
Date: Sep 6, 2023
APPROVAL RECOMMENDED:
TgUAO
Robert A[Ien e Jr. (Sep 6, 2023 10:40 CDT)
By:
Name: Robert A. Alldredge Jr.
Title: Executive Assistant Chief
CONTRACT COMPLIANCE MANAGER:
By signing I acknowledge that I am the
person responsible for the monitoring and
administration of this contract, including
ensuring all performance and reporting
requirements.
,C� Ce' eema..L
By:
Name: Loraine Coleman
Title: Administrative Services Manager
APPROVED AS TO FORM AND
LEGALITY:
ATTEST: a By:
od Name: Andrea Phillips
Title: Assistant City Attorney
GIl� n�6p°gago
By: CONTRACT AUTHORIZATION:
Name: Jannette Goodall M&C: N/A
Title: City Secretary Date Approved:
WESCAM INC
By:
Name: Sophia Foisy (/
Title: Sr. Associate, Contracts
Date: 29 Auqust 2023
Amendment No. 1 to CSC No. 58665
Form 1295 Certification No.: N/A
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Exhibit B
DHarris Offer 230032-2 for WESCAM Customer Service
I'M
D
2 August, 2023
Fort Worth Police Department
Attention: Edward Ochoa
Email: Edward.ochoa@fortworthtexas.gov
Reference: Request for Quotation
Wescam Inc.
1-31-larris Technologies, Inc.
50 Leavitt Blvd
Waterdown, Ontario, Canada, L9H 005
Phone: 905-633-4000
www L3Harris.com
Subject: L3Harris Offer 230032-2 for WESCAM Customer Service
In support ofthe Fort Worth Police Department, L3Harris provides this pricing for the Common ALE
Service Plan (CASP) in support of your MX-10 EO/IR Sensor Systems. CASP pricing offered herein
assumes commencement in 2023, reference page four (4) herein.
Customer SUnnort
Commonality across the multiple WESCAM MX family of EO/IR systems, has allowed L3Harris to
leverage technology and support in order to offer the lowest overall Life Cycle Costs in the industry.
1-31-larris expertise does not end with the sale of the system. With multiple service centers, and highly
experienced field support personnel, training, service and installation support is never far away.
Service Plans
L3Harris has designed a number of comprehensive support solutions to fit any level of mission
requirements. Customers can tailor the service plans to fit their needs and budget. L3Harris' solutions are
designed to increase user operational availability (Ao), minimize Repair Turn -Around Time (RTAT),
minimize administrative workload and delays and reduce total cost of ownership.
1_31darris' annual service is an all -in -one plan that is customizable to include all aspects of maintaining the
WESCAM MX Series systems, and can be customized to include spare parts, Field Service
Representatives (FSRs), and other elements required by customers to ensure their mission objectives are
achieved. A single annual fee for all services reduces the administrative workload and delays.
This offer is based on a service offering for the following:
• MX-10 — SN - 446201683 commencing January 18, 2023 to January 17, 2024
• MX-10 — SN - 446201683 commencing January 18, 2024 to January 17, 2025.
• MX-10 — SN - 446201683 commencing January 18, 2025 to January 17, 2026.
Jason Montgomery will be in contact with you to further discuss your requirements and the contents of
this submission.
Sincerely,
i
=A
Jeff Gimple
Manager, Proposal Management
Wescam Inc.
A Subsidiary of L3Harris Technologies, Inc.
Email: Jeff.GimoleOUHarris.com
Tel: (905) 630-2723
COMPANY CONFIDENTIAL Page 1 1.31-lards Offer 230032-2
230530
Amendment No. 1 to CSC No. 58665
(ifl�1►*
A Purchase Order maybe directly submitted via the following link for immediate action. Please ensure
the offer number is referenced. CSGOrders.wesbur(81-31-larris.com
C.C. Jason Montgomery, In Service Business Manager. Email: Jason.Montgomery@L3Harris.com
Phone: (707) 318-7893
COMPANY CONFIDENTIAL Page 2 L3Harris Offer 230032-2
230630
Amendment No. 1 to CSC No. 58665
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UHarris Offer # 230032-2
Fort Worth Police Department / MXTM-10 CASP
UHARRIS""
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This document includes data that must not be duplicated, used, or disclosed - in whole or in part - for any purpose
other than to evaluate this proposal. If, however, a contract is awarded to this offer or as a result of- or in
connection with - the submission of this data, the Purchaser will have the right to duplicate, use or disclose the
data to the extent provided in the resulting contract. This restriction does not limit the Purchaser right to use
information contained in this data if it is obtained from another source without restriction.
COMPANY CONFIDENTIAL Page 3 1-31-larris Offer 230032-2
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Amendment No. 1 to CSC No. 58665
L 3 H A R R I S T11 WESCAM MXTM _10 CASP
Price Submission
Qty
Model or Part No.
Description
Unit Price
Total Price
1
r
ESCAM MX10 ALE per system commencing in 2023 - 18 Jan 2023
15,188
15,188
MX10 ALE
to 17 Jan 2024
1
WESCAM WY10 ALE per system commencing In 2024- 18 Jan 2024
$15,871
$15,871
WX10 ALE
to 17 Jan 2025
1
RNESCAM MX10 ALE per system commencing in 2025 - 18 Jan 2025
$16,586
$16 686
MX10 ALE
to 17 Jan 2026
COMPANY CONFIDENTIAL
230530
Amendment No. 1 to CSC No. 58665
Page 4
L3l is Offer 230032-2
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Purchase orders and Contracts are to be made out to Wescam Inc.
Wescam Inc., is a wholly owned subsidiary of 1-31-larris Technologies, Inc.
Precedence: These Proposal Specific Terms and Conditions along with the supplied Standard
Terms and Conditions (document FM1093) or other referenced Terms and Conditions take
precedence.
COVID-19 Advisement: L3Harris (Wescam Inc.) has developed and is submitting this proposal
following a declared public health emergency period. As the long-term global impacts of this
unprecedented situation continue to evolve, there may be impacts to the execution of a
resultant Contract to this offer. Such impacts could affect the period of performance, pricing,
deliveries, provision of services, or travel restrictions, etc. L3Harris (Wescam Inc.) reserves the
right to modify elements of this offer to reflect any known COVID-19 impact, prior to negotiation
award. L3Harris (Wescam Inc.) proposal is predicated on inclusion in any resultant Contract of
a mutually agreeable Contract modification clause to address the long term impacts from the
COVID-19 global pandemic during program execution.
3. Currency: All Prices in United States Dollars (USD).
4. Then Year Pricing: Reflecting 2023 deliveries. Delivery year is determined by contract date
as accepted by Wescam Inc. and agreed to by the Purchaser. Future deliveries may be subject
to an annual escalation rate no greater than 4.5% or the annual rate of inflation in Canada,
whichever is greater.
5. Shipping Point: Please reference attached Service Plan Statement of Work
Unless explicit written instructions are supplied by the Purchaser, the method of transportation
and the route of shipment shall be at Wescam Inc.'s sole discretion. If the Purchaser delays
shipment of any items, Wescam Inc. may invoice the Purchaser for said items and hold them at
Purchaser's risk and expense, pending instructions from the Purchaser.
6. Offer Validity: Offer is valid for 180 days. Prices for configured items or services quoted as
optional are only valid with initial order.
7. Pricing: Firm Fixed Pricing.
8. Terms and Conditions: T&C's per Wescam Inc. form FM1093.
Note: Addendum To L31-arris Offer 206220-2 (CSC No. 58665) and supplied appendices,
including the Service Plan Statement of Work have expired. Wescam Inc. is willing to reinstate
these Terms and Conditions.
9. Delivery:
Service Plan: Service Plan start date is Contract start date and will continue for 12 months.
Purchaser is to provide hours of each system from the Elapsed Time Indicator at or prior to
service plan start date I purchase order placement and each service plan annual renewal date.
COMPANY CONFIDENTIAL Page S 1-31-11arris Offer 230032-2
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Amendment No. 1 to CSC No. 58665
E11111001,1016il
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• MX-10 — SN - 446201683 commencing January 18, 2023 to January 17, 2024.
• MX-10 — SN - 446201683 commencing January 18, 2024 to January 17, 2025.
• MX-10 — SN - 446201683 commencing January 18, 2025 to January 17, 2026.
Consult Wescam Inc. prior to placement of Purchase Order to confirm delivery commitments.
Note: The products 1 services covered by this proposal may be controlled for export by
Canadian Government or other applicable governments. Therefore, the actual delivery date is
contingent upon the timely receipt of End Use Certificate(s) and other export documents
required to be provided by the Purchaser in addition to the purchase order to allow Wescam
Inc. to apply for all applicable export license(s). If the required export license(s) are not
approved, or if approved, are subsequently withdrawn or terminated by the required
government authorities, then these actions shall relieve Wescam Inc. of its obligations without
liability for any damages or consequential losses. Wescam Inc. reserves the right to confirm
delivery lead times quoted if optionally quoted items are selected.
10. End -User Template and Quoted Delivery: On submission of the Purchase Order to Wescam,
the Buyer is requested to provide completed and signed end use documents (templates
attached to this offer), including an End Use Statement (EUS), and if applicable a completed
and signed DSP-83. Failure to provide the completed EUS and DSP-83 (if applicable) with the
Purchase Order may delay the Export license application process and give cause for Wescam
to amend the Purchase Order! Contract delivery schedule.
11. Payment Schedule:
Services: 1st Year annual service plan to be paid upon issuance of the Purchase Order.
Subsequent annual periods are due 30 days prior to the start of each applicable annual period.
Payment Terms: Unless payments are scheduled with Purchase Order placement, payments
shall be due Net: 30 days, zero discount from issue date of invoice as noted in the payment
schedule above.
Payment Method: All payments are to be made by wire transfer/ Electronic Funds Transfer
(EFT) (CAD, EUR, GBP or USD) or Automated Clearing House (ACH) transfer (USD only) to
Wescam Inc. Account transfer details will be found on invoices when issued.
COMPANY CONFIDENTIAL Page 6 1-31-larris Offer 230032-2
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Amendment No. 1 to CSC No. 58665
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This proposal/quotation is an offer to purchase, and any resulting sale, is expressly conditional on the terms and
conditions set forth below, except where specifically stated otherwise within an accompanying proposal or quotation.
Any additional or different terms and conditions submitted by the Purchaser are expressly rejected by Wescam Inc.
and shall be of no effect nor in any circumstance binding upon Wescam Inc. unless specifically accepted by Wescam
Inc. in writing.
1. EFFECTIVE CONTRACT START DATE:
The effective contract start date is defined as the date when all of the following has occurred:
a) A formal purchase order is issued by the Purchaser.
b) Wescam Inc. accepts the technical and commercial content of the Purchase Order.
2. SUBCONTRACTING: Wescam Inc. may subcontract such portions of the work as it deems necessary in the
performance of this contract.
3. SALES AND SIMILAR TAXES:
The prices quoted in this proposal do not include Excise Taxes, sales or use taxes or any other tax, of any
nature, which may be imposed specifically as a result of this transaction. The amount of any tax applicable to
this transaction or the use of the equipment involved shall be paid by the Purchaser directly to the appropriate
taxing authority or to Wescam Inc. if itemized in the invoice.
4. IMPORT DUTY:
Unless otherwise specified in writing, the quoted prices do not include present or possible future import duties,
tariffs, or other similar charges levied by any country and all import formalities and import duties and costs are
the Purchaser's responsibility.
5. EXPORT CONTROLS:
If the items proposed are controlled items as defined in the multilateral Wassenaar Arrangement on Export
Controls for Conventional Arms and Dual -use Goods, they may require approval from the Canadian
Government and/or other Governments. as applicable. If requested by Wescam Inc., the Purchaser maybe
required to provide an end -user certificate/end use statement with the purchase order to allow Wescam Inc. to
apply for the export perrnit/license. Wescam Inc. will apply for any required permits/licenses in a timely
manner. Wescam Inc. accepts no responsibility for any delay in shipment due to delays in receipt or approval
of such export licensestcertifiicates. Failure of any government to issue a required export permitllicense, or the
withdrawalltermination of a required export permittlicense by any government will be considered an event of
'force majeure" and shall relieve Wescam Inc. of its obligations without any liability.
6. INSURANCE:
Wescam Inc. shall maintain its commercial general liability insurance policies to protect Wescam Inc. legal
liability and workmen's compensation protection for Wescam Inc. employees. However, Wescam Inc. shall not
accept any contractual liability for indemnity.
7. OWNERSHIP OF TECHNICAL DATA, TRAINING MATERIAL AND SOFTWARE:
The specifications, drawings, manufacturing data and other information transmitted between Wescam Inc. and
the Purchaser in connection with Wescam Inc.'s proposal and any resulting contract are the property of the
originating party and are disclosed in confidence on the condition that they are not to be reproduced, copied,
disclosed to third parties, or used for any purpose detrimental to the interest of the other party, including to
reverse engineer, decompile or disassemble any Wescam Inc. products.
8. CONFIDENTIALITY:
Confidential Information shall include trade secrets, proprietary business or technical information and any non -
written information disclosed by either Party to the other if the Disclosing Party reduces such information to
writing, conspicuously identifies it as "Confidential" and sends it to the other Party within thirty (30) days of
disclosure.
COMPANY CONFIDENTIAL Page 7 1-31-11arris Offer 230032-2
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Amendment No. 1 to CSC No. 58665
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► ISTM
me �
Confidential Information received by one Party from the other party will be kept in confidence by the Receiving
Party with the same reasonable degree of care that it normally employs for the protection of its own confidential
information.
Confidential Information will not be used or disclosed by the Receiving Party, except to such of its employees
and employees of affiliates that have a strict need -to -know.
Each Party shall take any and all appropriate steps to impose the obligations of this Agreement on its
employees or employees of affiliates.
The above limitations shall not apply to any portion of the Confidential Information that:
(a) Was in the public domain at the time of, or prior to, disclosure; or
(b) Enters into the public domain other than by breach of this Agreement; or
(c) Was known by the Receiving Party prior to disclosure as evidenced by written records; or
(d) Was disclosed to the Receiving Party in good faith by a third party not in violation of any obligations
of confidentiality to the Disclosing Party; or
(e) Was independently developed by the Receiving Party as evidenced by written records; or
(f) Is disclosed to a Government in connection with a proposal or contract if such Confidential
Information is identified as information provided by the Disclosing Party and is marked with a suitable
legend to protect the Disclosing Party's proprietary interests.
9.ACCEPTANCE:
Acceptance of the hardware by the Purchaser (including transfer of title) shall occur upon the successful
conduct of Wescam Inc.'s standard factory acceptance test plan (new systems) or functional verification tests.
The Purchaser may witness the factory acceptance test on a non-interference basis upon reasonable notice
being given to Wescam Inc.
Acceptance by the Purchaser of any non -hardware deliverable requiring Purchaser approval shall be deemed
to have taken place within 15 days of completion or delivery to the Purchaser, provided that Wescam Inc. has
not been notified in writing that the deliverable has been rejected together with the reasons for the rejection.
10. DISCLAIMER OF DAMAGES:
Wescam Inc. shall not be liable for special, incidental, indirect, or consequential damages, under any
circumstances, including, but not limited to, damage or loss resulting from inabilityto use the equipment,
increased operating cost, loss of production, loss of anticipated profits, or special incidental, indirect or
consequential damages, whether similar or dissimilar, of any nature arising from any cause whatsoever
whether based on breach of contract (fundamental or otherwise), tort (including negligence), offenses, strict
liability, or any other theory of law.
11. LIMITATION OF LIABILITY:
Notwithstanding any other provision of the contract, Wescam Inc. maximum liability thereunder, arising from
any cause whatsoever, whether based on breach of Contract (fundamental or otherwise), tort (including
negligence), offense, strict liability, or any othertheory of law, shall not exceed the contract price. Any suit
based upon any aforementioned cause of action must be commenced within one year from the date said action
accrues.
12. TECHNICAL SPECIFICATIONS:
Unless otherwise agreed to, in writing, this proposal provides a general overview of the proposed offer for sale
As part of its ongoing policy of product improvement, Wescam Inc. reserves the right to modify the equipment
configuration described to provide improved performance, reliability or maintainability or to substitute
components of equivalent or higher performance. Upon Purchaser's request, Wescam Inc. will provide
Purchaser with a qualification summary report identifying the standards to which its products have been
qualified. Any qualification standards that are not identified in the qualification summary report are expressly
disclaimed by Wescam Inc.
COMPANY CONFIDENTIAL Page S 1-31-11arris Offer 230032-2
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Amendment No. 1 to CSC No. 58665
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Part numbers of spare parts may change between proposal and delivery. Alternate spare parts will have the
same fit, form or function and equivalent or higher performance. Wescam Inc. will notify the Purchaser of
superseding spare part numbers prior to delivery.
13. NONWAIVER:
If Wescam Inc. does not insist on strict compliance of the Purchaser with any of these Terms and Conditions,
or fails to exercise promptly any right occurring from any default of the Purchaser, then the foregoing shall not
impair Wescam Inc.'s rights in case of the Purchaser's default continues or in case of any subsequent default
bythe Purchaser.
14. GOVERNING LAW:
The rights and obligations of Wescam Inc. and the Purchaserwith respect to the Wescam Inc. proposal and
any resulting contract shall be governed by the laws of the Province of Ontario, Canada. Any suits, claims or
actions relating to the contract shall be brought in a court of competent jurisdiction in the Province of Ontario
and the parties hereby irrevocably attom to the exclusive jurisdiction of such courts for the purpose of
adjudicating any such suit or action. Wescam Inc. and the Purchaser agree that the United Nations Convention
on Contracts for the International Sale of Goods does not apply.
15. EXCUSABLE DELAYS: Wescam Inc. shall not be liable to the Purchaser for any loss, damage, delay in
the work or non-performance of any contractual obligation caused a Force Majeure Event. "Force Majeure
Event" means any event or circumstance or combination of events or circumstances that: (i) is beyond the
reasonable control of the affected party; (ii) could not have been mitigated, avoided, or prevented through the
exercise of reasonable care and precautions; and (iii) materially and adversely affects the performance by such
party of all or a part of its obligations under or pursuant to this Contract. Force Majeure Events include but are
not limited to:
a. any act of war (whether declared or undeclared), invasion, armed conflict or act of foreign enemy, blockade,
embargo, revolution, rebellion, riot, insurrection, civil commotion, act or campaign of terrorism, or sabotage;
b. any government acts or omissions;
c. radioactive contamination or ionizing radiation;
d. any strike or labor dispute;
e. labor or material shortages that could not have been reasonably foreseen;
f. any Changes in Law, including changes in tax laws;
g. any Customer failure, whether through act or omission, to perform any of its obligations under the Contract;
h. any lightning, earthquake, hurricane, drought, tsunami, monsoon, tempest, flood, storm, cyclone, volcano,
mudslide, typhoon, tornado or other unusually severe weather or act of nature;
i. fire, explosion or chemical contamination;
j. any epidemic, blight, famine, quarantine, plague, or pandemic including but not limited to COVID-19;
k. any transportation accidents;
I. suspension of flight operations due to inclement weather;
m. delays of suppliers at any tier arising from unforeseeable causes beyond the control and without the fault or
negligence of both Seller and its supplier.
For the avoidance of doubt, Customer shall not be relieved of its obligation to make timely payment to Seller
under this purchase order by reason of Force Majeure Events.
The affected party shall give the other party timely notice after it becomes aware of any Force Majeure Event,
which notice shall, to the extent practicable, specify the length of the delay anticipated or occasioned by, and
additional costs, if any, incurred or anticipated to be incurred by reason of such Force Majeure
Event. Customer shall within ten (10) days following delivery of such notice (whether to or from Seller), or such
other period as may be agreed between the parties, issue a Change Order equitably adjusting the Contract
Price, Schedule and other terms and conditions of the Contract in accordance with Article [ref: Changes clause]
hereof. The affected party shall use reasonable efforts to minimize the delay and cost caused by the Force
Majeure Event, but Seller shall not be required to subcontract Work or to work additional hours unless
Customer agrees to pay all additional costs with respect thereto.
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Amendment No. 1 to CSC No. 58665
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WIN" . .ISTM
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During any period of suspension of the Work due to a Force Majeure Event, Seller shall take such reasonable
steps (in light of the nature of the Force Majeure Event) as necessary to protect and preserve the Work
completed and which will permit efficient resumption of the Work when reinstated. The cost of these necessary
protective steps shall be to the Customer's account and shall be set out in a Change Order in accordance with
Article 18. In addition, Seller and the Customer shall mutually agree upon the extent to which Seller's and its
Subcontractors' personnel, equipment and other temporary facilities (including provision for emergency
services) shall be retained on the Program, at Seller's facility and at its Subcontractors' facilities, during such
suspension in order to minimize expenses during such period, and Customer shall pay the amount agreed
upon to Seller for such expenses during the period of suspension.
Seller shall promptly resume the portion of the Work suspended due to a Force Majeure Event upon mutual
agreement among the parties that such Force Majeure Event is over and upon delivery of a written notice from
Customer to Seller authorizing reinstatement of such portion, specifying the effective date of resumption and
acknowledging the entitlement of Seller to a Change Order pursuant to Article 18.
16. PROHIBITED USES:
The Purchaser may not, in any way:
a) Modify the product, except as permitted in the normal use of the product.
b) Reverse -engineer, disassemble, or make any attempt to copy the product.
c) Transfer the product to any person or entity in violation of any applicable Export regulations
17. ENTIRE AGREEMENT:
This Agreement, together with ancillary agreements, contains the entire agreement between Wescam Inc. and
the Purchaser, and no provisions may be waived, modified, or altered except by writing executed by both
parties.
18. CHANGES:
The Purchaser may propose changes to the work within the general scope of the contract. Wescam Inc. shall
be under no obligation to implement any proposed change unless Wescam Inc. and the Purchaser agree in
writing to any resulting adjustment in the contract price, delivery schedule or other provisions of the contract.
19. ASSIGNMENT:
Purchaser shall not assign this contract, in whole or in part, to other than wholly -owned subsidiaries without the
prior written consent of Wescam Inc. Wescam Inc. may assign this contract in the event of a merger,
consolidation or reorganization or with a sale of all or substantially all of the assets of the business of Wescam
Inc. to which this contract relates.
20. OFFSET:
Wescam Inc. has entered into this agreement under the cognizance of L3Harris Technologies, Inc. Offset
programs. Unless otherwise stated, all Offset credits resulting from this agreement are the sole property of
1-31-larris Technologies, Inc. to be applied to the Offset program of its choice.
To meet any existing and/or future offset obligation in Canada under current ITB/VP policies, an intemational
sales opportunity will create economic benefits for Canada. The choice to increase Wescam Inc.'s international
business and exports is a direct consequence of 1-31-larris Corporate's position to meet any current and future
Canadian obligation and Wescam Inc.'s ITB offset obligations in Canada.
21. GOVERNMENT INTERACTION:
Each Party agrees not to interact with the end customer, any government, political party or public intemational
organization, on behalf of the other Party without prior written approval. Neither Party is authorized to assume
or create any obligation, liability nor responsibility, express or implied, bill for goods, make any commitments or
representations, or otherwise act in any other manner, on behalf of or in the name of the other Party or to bind
the other Party in any manner. Both Parties acknowledge and agree that the relationship intended by this
Agreement is that of independent contractors.
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1.UPGRADES:
a) Wescam Inc. will perform a pre -upgrade evaluation 1 inspection ofthe equipment noting any repair requirements
to be conducted prior to the upgrade activity which will be separately quoted.
b) Any parts removed and replaced shall, unless agreed otherwise, become the property of Wescam Inc. for
disposition in accordance with Wescam Inc.'s standard processes.
c) Any import duties or taxes for product returned to Purchaser will be Purchaser's responsibility.
2. EXCLUSION OF WARRANTY:
The warranties provided in this section are in lieu ofall other warranties, express, implied or statutory, including but
not limited to the implied warranties of merchantability of fitness for a particular purpose. Wescam Inc. specifically
denies any implied or express representation that the maintenance services or replacement parts will cause the
system to operate uninterrupted or error -free or have all defects corrected.
These warranties shall not apply to any unit or part thereof which, in the opinion of Wescam Inc., has been installed
or used improperly; damaged by accident, misuse, or negligence; or altered or repaired in such a manner as to impair
performance.
3. UPGRADE WARRANTY:
a) Wescam Inc. warrants, to the original Purchaser only, that the new installed parts and software as part ofthe
upgrade are free from defects in material and workmanship for a period of twelve months or 1000 hours of
operation, whichever occurs first, from the date of delivery by Wescam Inc.
b) Wescam Inc. will repair or replace (at its option) any such device that is returned FCA Incoterms 2020 to the
Wescam Inc. repair facility, with transportation charges prepaid and within the warranty period. The liability of
Wescam Inc. shall be limited to the repair or replacement ofthe device and shall not include installation, or any
other charge or expense incurred.
c) Wescam Inc. will pay for return freight to Purchaser's port of entry.
4. SERVICE! SERVICE PLAN WARRANTY:
a) Wescam Inc. agrees that it is competent to perform the work hereunder and undertakes to conduct the work in a
conscientious and diligent manner comparable to that which is generally expected of a reputable company in the
same industry. Notwithstanding the above, no warranties whether express or implied by law or equity, shall
apply to the work performed by Wescam Inc. hereunder.
b) Unless agreed otherwise, Wescam Inc. may use refurbished parts in the performance of repair services. Any
parts removed and replaced shall, unless agreed otherwise, become the property of Wescam Inc.
c) Any parts removed and replaced shall, unless agreed otherwise, become the property of Wescam Inc. for
disposition in accordance with Wescam Inc.'s standard processes.
5. REPAIR WARRANTY:
a) Wescam Inc. warrants that the repair services will be free from defects in workmanship and material ofthe
repaired product for a period of ninety (90) days after shipment from Wescam Inc.'s factory or 250 hours of use,
whichever occurs first (the 'Warranty Period"). This warranty shall apply provided that (1) the defect becomes
apparent during the Warranty Period and Purchaser provides prompt written notice thereofto Wescam Inc., and
(2) the product is returned to Wescam Inc. within thirty (30) days after discovery ofthe defect.
b) Wescam Inc.'s sole responsibility under this warranty shall be to repair, replace or re -perform, at its sole
discretion, the defective work or materials at Wescam Inc.'s repair facility. Unless agreed otherwise, Wescam
Inc. may use refurbished parts in the performance of these warranty services.
c) These warranties will not apply if the product or any part thereof has been subject to:
(1) maintenance, overhaul, storage, operation or use which is improper or not in accordance with Wescam
Inc.'s instructions,
(2) alteration, modification or repair by anyone other than Wescam Inc. or its authorized representative, or
(3) any accident, misuse, neglect or foreign object damage. In addition, this warranty shall not apply ifthe
defect is attributable to any part not supplied by Wescam Inc. at time of repair, or any part not approved by
Wescam Inc.
d) Any parts removed and replaced shall, unless agreed otherwise, become the property of Wescam Inc. for
disposition in accordance with Wescam Inc.'s standard processes.
COMPANY CONFIDENTIAL Page 11 1-31-larris Offer 230032-2
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Amendment No. 1 to CSC No. 58665