R97-19 ACCEPTING THE BID OF MICROSLATE, INC.

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' ' . If the use of any such equipment or part thereof shall be enjoined for any reason, including infringement, MicroSlate shalf have the right at it's own expense(I)to procure for Decatur the right to continue to use the item, (iij to modify the equipment so that it becomes non-infringing and of equal perFormance, or(iii)to replace said equipment with non-infringing equipment of equal pertormance. The foregoing provisions as to patent/copyright protection shall not apply to any infringement caused by mociification by Decatur of any equipment or the use of any equipment with any adjunct or device added by Decatur. 11. In consideration of the transportation charges payable under this agreement and set out in Appendix"A"� MicroSlate agrees that the deliver point shall be 'Che City of Decatur Police Department at 333 South Franklin Street, Decatur 1llinois. or such other locatian that shall be notified to MicroSlate in writing. 12. Decatur acknowfedges that the currency used in this agreement and any appendix, supplement or modification here to shatl be the lawful currency of the United States of America and that Decatur shall be responsible for excise, sales and use taxes, fees,assessments and other charges imposed by any federal, state or local government or governmental agency resulting from this agreement or the software licenses granted hereby( other than taxes based on the income of MicroSlate). 13. At Decatur' request, MicroSlate agrees to extend the Standarcf Product Warranty for an additional period of 2 years subject to the terms and conditions of � Appendix "C". 14. Decatur agrees that the total value of the equipment plus transportation charges as specified on Appendix"A" is $517,295.00 and is to be paid as follows : 10 Days following the signing of this Agreement - $ 129,000.00 10 days after the delivery of the 21st Datetlite 500P and 21st.Vehicle Docking Unit - $ 't29,000.00 10 days after the delivery of the 61 st Datellite SOOP and 61st.Vehicle Docking Unit - $ 129,OQ0.00 10 days after the de[ivery of the balance ofi the Equipment�Accessories on Appendix "A" - $ 13Q,295.Q0 15. Decatur agrees that the total charges for the extension to the Standard Product Warranty as specified in Appendix"C" is $53,754.38 and is to be paid as follows: 30 Days after the delivery of the Equipment&Accessories specified on Appendix «A». 16. Notices under this agreement are to be sent to : For MicroSlate: For Decatur: MicroSlate Inc. City af Decatur 3615-A isabelle Street Police Department Brossard, Quebec 333 South FrankEin Street J4Y 2R2 Decatur, Illinois 62523 Attn.: Vice President Sa[es Attn.: Chief of Police Initialed. • ('�'�� MicroSlate Decatur Agreement#970206