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Phone:(856)727-1100 O EX® CORPORA T/ON 305 Commerce Drive Moorestown, NJ 08057-4234 Fax:(856)727-1955 Exhibit "A" PURCHASE AGREEMENT ("Agreement") by and between OPEX CORPORATION ("OPEX") and City of Santa Ana ("Purchaser") The following are the terms and conditions under which OPEX agrees to sell Purchaser the product(s) listed on Attachment "A" herein CProduct(s)"): 1. CONTRACT. This Agreement for Product(s) listed on Attachment "A" and "B', the Proposal, will become binding on each pady only when each party has signed this Agreement and Attachment(s) "A". 2. OPEN SCANTM, Excluded. OPEX does not manufacture the OPEN SCANTM Product(s) and therefore shall not be responsible for defivery, installation, or warranty. Specifically, the OPEN SCANTM Product(s) are excluded from the terms of the following Paregraphs of this Agreement: 5, 5.1,5.2, 6, 6.1,6.2, 6.3, 7, 7.1, 7.2, and 7.3. All issues dealing with delivery, installation, and warranty shall be handled by Purchaser directly with OPEN SCANTM. OPEN SCANTM will be responsible to Purchaser for delivering (i.e. shipping), installing, and providing the warranty for all OPEN SCANTM Product(s). 3. PAYMENT AND CHARGES. 3.1 Equipment. Payment for the Product(s) (see Attachment "A") shall be made as follows: 100% Net thirty (30) Days after delivery of the Product(s) has been completed. 3.2 Interest. Late payments shall bear interest at the lesser of (i) 2% per month or (ii) the highest permissible rate by law, payable monthly. 4. TAXES. Prices and charges are exclusive of, and Purchaser is responsible for, all sales, use, import, export, and similar taxes related to the sale or transfer of the Product(s) or delivery of services provided for hereunder, and after delivery of the Product, all property and similar taxes as well as fees and charges for perfecting and/or filing security interests. 5. DELIVERY. Upon acceptance of an order by OPEX, OPEX will deliver the Product to Purchaser no later than thirty (30) days after receipt of order. 5.1 Delivery of the Product(s). Delivery of the Product(s) will be F.O.B. Destination. Purchaser will be responsible for all subsequent delivery and insurance charges and risk of loss. 5.2 Security Interest. Purchaser hereby grants OPEX a security interest in the Product(s) and in any proceeds from the sale thereof (including accounts receivable) as security for its obligations hereunder and will execute any document required or desirable to perfect the security interest.