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:SERVICE AGREEMENT
<br /> 1. �DEFINITIONS."Motorola"shatl mean Motorola Communications and Electronics,Inc,"Customer"shali mean tht�customer nt�med m the Agret�ment,and"Frn�uU"rhall col-
<br /> IecUvety mean the Equipme�t and Soflware which Motorola and Customer agree to be servicPd pursuant to this Servir.e Agreement.Such Product is hsled on the ironl 01 lhis A�reAm�nt
<br /> 2. ACCEPTANCE.The terms antl conditions set torth on the front and reverse s�de ot this Agreement�s an offer to purchasP Sorvrce by Cu,tomer whicl�sh:��l bocnrne.+`co��•���n
<br /> Agreement when acknowledged in writing by Motorola's Service DE>partment;and the bankir,;�,negotialion or other use ol a�y payment shall not constitute an acceC�ance by Motorola
<br /> It is agreed that Service shall be provided only on the terms and conditions contained�n Ihis Agreement.Motorola shall not be bou�d by terms and co�d�tions in Customers purchase
<br /> order or elsewhere unless expressly agreed to in wnting.Upon acceptance by Motorola's 5••rvice Department,Motorola's interest in the Agreement is a55igneG to A1otO�ola,Inc.
<br /> 3. SERVICE DEFINEO
<br /> a. Motorola agrees to providE service for the Customer tor the Product listed on th�front side of this Agreement.Such Product shall be serviced accordina to ihe terms antl
<br /> conditions on the iront and reverse side of this Agreement("Servir,e").The Service shall b�gin and end on the dates sel forth on the front side of this Aoreement.tvlolorola shall also
<br /> Service other Product manutaciured by Motorola and purchased by customer dur�ng the term oi this Agreement on ihe same terms and conditions sel forth in th�s Ag*eement at the
<br /> then current service fees for such Product.Upon delivery o(such cther Product to Gustome•,service tees inr Service of such ofher Product shall Ge added to the bili�ne cyGe followmg
<br /> expiraLon ol the labor warranty on such other Producl. In the e��ent of loss,damage.U�e.t or removal fror+i Service of any Product. Customer shall immed�ately repori Ihe loss.
<br /> damage,theft or removal in wrifing to Motorola.in this event,Customer's obligation to pay service fees vrith respect to any such Product shall terminate at the end ot ihe montt�in
<br /> wh�ch Motorola receives such written report.
<br /> b. Mobile Product shall be removed and reinstatled in different vehicies at Customer's request for ihe service lee�n eHect at Ihe time of Customer's r?quesl.
<br /> c. This Agreement does not include service of any transmission line,antenna,tov�er or tower lighting, uNess such v,rork is described on the tront sde of�his Agreement
<br /> Service shall include the labor and parls required to repeir Product which has become detective through normal wear and usage.This does not inciude consumables and their
<br /> installation.Service does not include the repair or repiacement of Produci which has olherw,se become detecuve,including.but not limited to,damage caused Dy acc,den!s.phys�caf
<br /> or electronic abuse or misuse,acis o(God,fires or other casua�ty.Service performed for non-covered repairs shali be biiled at Motorola's above contract rate apol��abfe tor such
<br /> Service.Product under contract must be maintained in envvonmental conditions as set far;h in ihe Producl specitications and damage resulting irom enwronmsnta�cond�tions not
<br /> conlorming to the speGhcations is not covered by this Agreemen�;.
<br /> d. Where telephone lines and Product are used in conJunction with Motorola maintzined Product,Motorola shali have no ubligation or re,ponsibdity for such telephon�hnes
<br /> or Product but sha11,upon request,assi5t the Telephone Company in repairing such upon paymeni at the appropriate above contract rate.
<br /> e. Customer shali indicate on the from side of this Agreement any Product which i�intnnsically sate so that appropnale parts and procedures may be us=d to mamta�n such
<br /> status. '
<br /> f. At ihe expiration ot twelve(12)months aflQr the commencement of Service hareunder(or any lime thereafter),if Producl cannvt in Motorola's opmion be properly or
<br /> economically repaired,tlecause(but not limited to)excessive weear,deterioration or unavailability o(parts, Motorola ai its sole oplion,upon Ihirty(30)days prior writien notice to
<br /> Customer sent by certitied mail,may either:(1)remove such Product trom this Agreement;or(2)may increase the price to Service such Product.Customer shali have thirty(30)
<br /> days irom receipt oi notice oi price increase to object to such increase.If Customer properly objects to such increase.Motorola shall then have the option to remove such Product
<br /> irom coverage by this Agreement.Customer's obDgation to pay Service fees wiih respect fo Product removed from this AgreemeM shall terminate at the end oi the monlh dunng
<br /> which such Product is removed. �
<br /> 4. SERVICE STANDARDS.The Product shall be serviced by Motorola in accordance with the following standards: (i)Motorola parts or parts o(equal quaiity shall be used,
<br /> rii}the Product shall be serviced at le�els set forth in Motorola's��roduct manuais;and(iii)routme service procedures prescnbed from time to time by Motorola fo�its Product sh�ll
<br /> be followed.
<br /> 5. TIME AND PLACE OF SERVICE. - •
<br /> a. Service shall be done at the localion specified on the front side of this Agreement.Where Service is to be perfnrmed at the location of the Product.Customer shall fu-���sh
<br /> shelier.heat,light and power at these localions.Customer shall notify Motorola immediately of Product taifure,allow Motorola tull and free access lo the Product and cooperate
<br /> fully with Motorola in Motorola's servicing ol the Product.Waiver of liability by Motoroia against Customer or other restrictions shall no1 be imposed by Customer as a site access
<br /> requirement.Customer shali allow Motorola tuli and free access to ihe Produci.Customer shall atlow Motorola to use necessary machines,communications.tacilities,features anri
<br /> other product(except as normally suppiied by Molorola)at no charge.Mobiles and removable Producl shali be deirvered by Customer Io the Motorola Serv�ce Ge�ter indicate�f on
<br /> the(ront side ot Ihis Agreemeni.
<br /> b. Hours of Service under this Agreement shail be the ni�rmal working hours.exct�ding holidays,of Maiorola's Service Center unless otherwise indicated on the front side
<br /> ot this'Agreement.
<br /> 6. PAYMENTIfAXES.On or about the dale each payment is due as set forth on the tr;�it side ot this Agreement,Motorola shall send Customer an mvo�cp covenna the Serwce
<br /> te?s tof�he next Payment Period,All other charges shail be billed monihiy,and the Customer shail pay the amouni nf each mvo�ce wilhm ten(10)days ot its date to Ihe Alotorota
<br /> oHice designated by Motorola.Each invoice shail be due and paVable whether or noi the Product is operahnq,and Motorol2 may termmate this Agreement by a�vinG Customer ten
<br /> (10)days notice by certified mad if Customer defaults in iis payrrient to Motoro�a.Customer shali reimburse Motorola for alf propeny taxes.sales and use taxes.exa�e taxes,and
<br /> other taxes or assessments now or hereafler imposed by authority of any Federai.otale or Local Iaw,rule or regulauon with respect to the Service of the Producl except Federal
<br /> mcome and prold texes oi Motorola and State income and franctiise taxes of Motorola.
<br /> 7: RIGHT TO SUBCONTRACT.Motorola shall have the nght to subcontract m whole�r in part ihe Sarvice called for by this A�reement.Motorola shall notrfv Customer of the
<br /> name and address of oach subconlractor.
<br /> 8. REVISION OF FEES.Prior to an Anniversary of the"Expiratio�Oale"indicated on the iront side oi this Agreement.atotorola may revise the Service tees set(orih on the
<br /> iront side of this Agreement by givmg Customer written notice of the amount oi the increa;e at least sixty(60)days in advance of that Anniversary date. Upon rece�pt ot any auch
<br /> notice.Customer may terminate this Agreement on Ihe Expiradon Date or any Anniversary ol it upon thirty(3D)days pnor written notice to Motorola sent by cemtied ma�l to the
<br /> address indi�ated in this Agreement;otherwise the new tees Shall become eftective on the Annrversary date.In the event o(such termination,all accrued and unpa�d charges shcill
<br /> be due and payable immediately upon termmation.
<br /> 9. AUTOMATIC RENEWAI.A(ler 1he ExpiraUon Date indicated on Ihe tront s�de e��h�s AgreemeM, this Aqreement shali conUnue tor sur,cessrve. addihonai eenods c�t c�nc
<br /> �ear,provided that edher Motorola or Customer may terminate this Agreement on the Exp:rahon Date or any Annwersary ol il upon fhirty(30)days pnor wntte�not!ce tc Ihc oih.r
<br /> party sent by certihed mad to the address md�caled in this Agreement. I
<br /> 10. INTERRUPTION OF SERVICE.Customer shall��olity thtt servicing agency in ihe event ot Ihe failure oi any Product If the servicing apency lads to repair tk�e Product within
<br /> a reasonable time.Customer shali nofify the Molorola ottice designated by Motorola.After said nohce from Customer to Ihe serwcing agency and to the Motoroia ori�c=designated ,
<br /> by Motorola.Motorola shall be liable ior any�nterruption or interic�rence aHecting the use or eransmission fhrough the Produd maimained to the extent of a pre rata aiiou•ance based '
<br /> on the monthly cervice fee ior the time such interruption or inteAerence is attributabie to'he fault of Motorola or ils subconiraciuc t�Aotorol2 does nof assume an-�shali have nu
<br /> �ability under this l�greement tor tailure to provide or delay in prowdmg service(or the Pro^uct due d�rectly or indnectly to causes boyond the conlrol ot Motorola.mc�ud�ng,but nei
<br /> •esfricted to.acts of God,acts ot the public enemy,acts of the Unded States,any State,Te:nlory ot the United States.or any political subdivision ol the toreaoing.n:the D:sinct ot
<br /> Columbia,acts of failure to act ot the Customer,i1s agents,employees or subcontractors.'�res,floods,casuaity,ep�demics,quarantine restncuons.strikes.f;eight e�bargoes r�nd
<br /> unusually severe weather conditions or defaults ot Motorola subContractors due to any sucti causes.
<br /> 11. WARRANTY LIMITATIONS. EXCEPT AS SPECIFIED IN THIS AGREEMENT. MOTOROLA DISCIAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING,
<br /> WITHOUT LIMITATION,THE IMPLIED WARRANTIES OF MER(:HANTABIIITY AND FITNESS FpR A PARTICULAR PURPOSE.IN NO EVENT SHALL MOTOROLA BE L�A�LE
<br /> FOR INCIOENTAI OR CONSEOUENTIAL OAMAGES TO THE FULL EXTENT SUCH MAY BE DISCLAfMED BY LAW.
<br /> 12. FCC AND OTHER GOVERNMENT MATTERS.Although Motorola may assist in preparation oi the FCC hcense appl�cauon,Gustomer�s solely respons�ble tor obtaininq any
<br /> i�censes or other authoraations required by the Federal Communications Commission("FCC')or any other Federai,State or La:al governmental agency.Custamer is solety responsi-
<br /> ble for complying with applicable FCC rules and regulatio�s and the applicable rules arxf regulations oi any other Federal.Sta1e ar Local governmental aqency.Neither Motorola��or any
<br /> �f its employees is an agent ot Customer in FCC or other govemmeni2l matfers.Motorola,howevec may assist in preparation of ihe FCC license applicahon at no charee to Cusfomer
<br /> 13. ENTIRE AGREEMENT.Cuslomer acknowledgos that it has read and understands t!�e lerms and conditions of the Agreement and aqrees to be bound by them,that d�s ihe
<br /> complete and conclusive statement oi the agreement between the parties a�d that this Aqrr.ement sets forth the enUre agreement and understanding beriveen tne parnes relatmg
<br /> to the subject matter hereot and all understa�dings and agreements,oral and written,heretotore made between Motorola a�d Customer,are merqed in this Agre�ment v.h�cn aionr
<br /> fully and completely expresses iheir agreement.
<br /> 14. AMENDMENT.No moddication of or addrtions to this Agreemeni shall be bindinq uDon Idotoroia unless such modif�cali��r,i,m wnung and signed h� tt,e hL^'nr�!a Diw��On
<br /> Service Vice President authorized to make such revisions and an authonzed agent ot Customer.
<br /> 15. VALIDITY.i(any term or provision of this Agreement shall to any extent he held by a court or other tribunal to be invahd. vc,id or unenforoeable,then that te*m or p�o�•is�on
<br /> shall be�noperative and void insofar as it is m conilict with law.Gu�the remaining terms and prov�sions ot this Agreemem shau n���rtheless continue in fuu iorce and eitec!and ihe
<br /> rights and obhgations ot the parties shali be construed and enforced as ii this Agreement d�d not contain the particular lerm or prowsion held to be invalid.vo�d or un?nforr.eab�e.
<br /> 16. HEADiNGS.Section and paragraph headings used in this Agreemem are for conven��nce only and are not to be deemed or construed to be part o!this Ac�eement.
<br /> 17. LAW.THIS AGREEMENT ANO THE RIGHTS AND DUTIES OF THE PARTIES SHALL BE GOVERNED AND INTERPRETEU IN ACCOHDANCE VVITH THE lA\vS OP'f H�
<br /> STATE OF ILLINOIS.
<br /> 18. ASSIGNh1ENT.No assignment or transfer,in whole or m part,of this Agrepment b��Customer sh;�ll be bmd�rg upen t.1otc�rr,L��•nihout its pnor wri�te�cc^sen:.
<br /> 19, WAIVER. Failure or delay on the part oi Motorola or Customer to exerase any n;ht, power or pnvdene under th�,Agrer.inem shali not operate as a�•:a::�a*o�any n�M.
<br /> power or privilege of this AgBemeM.
<br /> 20. T1�9E TO SUE Except for monev due upon an upen account,no�r.uon shall be hreunht inr anv brnach ef Ihis Aqrnrmtnq rrinre Ihan iwn(?)y��a�c�ttr•r N��-a;.r:��.�,;�t tiii;';
<br /> :auce o1 actio�excepl where a shorter I�mitalwn penod is providod by apphcable law.
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