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SERVICE AC�REEMENT
<br /> 1. OEFINITIONS."Motorola"shail mean Motorola Communications and Elecrrr��cs.Inc.;"Customer"shall mean the customer named in the Agreement:and'Prnduct`:half col-
<br /> lectively mean the Eqwpment and Sotiware which Motorola and Cuslomer agree to be sernced pursua�t to this Service Agreemenl Such ProAuct�s listed on the(mnl ol�n�s Aqrenm��N
<br /> 2. ACCEPTANCE.The terms and conddions set toRh on thc�front and reverse s�de of this Agreement is an oHer to purchase Service by Cuslomer which shail berome a Service
<br /> Agreement when acknowledged in writing by Motorola's Seroice Department;and the banking,negotiation or other use o(any payment shall not constdute an acceptance by Motorola
<br /> It is agreed that Serv�ce shall be provided only on the terms and conditions contained in Ihis Agreement.Motorola shail not be bound by terms and conditions in Customer's purchase
<br /> order or elsewhere unless expressly agreed to in writing.Upon ar,ceptance by Motoroia's Service Department.Motorola's inierest in the Agreement is assigned to Motorola, Inc.
<br /> 3. SERVICE DEFINED
<br /> a. Motorola agrees lo provide service for the Customer I��r the Product listed on lnE iront side o1 ihis Agreemenl.Such Producl shall be serviced accord�nq to the lenns and
<br /> conditions on the front and reverse side of thic Agreement('Sernce").The Service shall begin and end on the dates set lorth on the front side of ihis Agreement.tdotorola shall also
<br /> Service other Product manufactured by Motorola and purohased by customer dunng the term of this Agreement on the same Ierms and condd�ons set fonh in th�s A��eement at the
<br /> then current service fees for such Product.Upon delivery of such�>ther Producl to Customer,service fees for Service ol such other ProduGt shall be added to the billinq cycle following
<br /> expiration o(Ihe labor warranty on such other Product. In the event of loss, damaoe. tha`t or removal irom Service ot any Product.Customer shali immed�ately report the loss,
<br /> damage;theft or removal in writing to Motorola.In ihis event,Customer's obligat�on to pay service lees with respect to any such Product shall terminale at the end ot the month m
<br /> which Motorola recerves such wntten report.
<br /> b. Mobile Product shall be removed and reinstalled in ditterent vehicles at.Custort�r's request tor the service lee in ettect at ihe time ot Customer's request.
<br /> c. This Agreement does not irlciude service of any tran;;m�ssion Ime.antenna,tor,-er or tower lighting,unless such work is described on fhe iront side ot ihis Agreement.
<br /> Service shall mclude the labor and parts required to repair Prociuct which has bscome defective through normal wear and usage.This does not include consumables and 1lieir
<br /> mstallation.Service does not include the repau or replacement of Product which has otherv�•ise become defectrve,includ�ng.but not limited to,damage caused by accidents.phys�cal
<br /> or electronic abuse or misuse,acts oi God,lires or other casualty.Service performed tor non-covered repairs�hall be billed ai Motorola's above contract rate applicable tor such
<br /> Service.Product under contract must be maintaineci in environmental conditions as�et torh in the Product specifications and damage resulting irom envnonmentai condit�ons not
<br /> contorming to the speciticalions is not covered by this Agreemenit.
<br /> d Where telephone lines and Product are used in con)unction with 0.lotorolz mamt>_ined Product,Motorola shall have no obligation or responsibility for such telephone imes
<br /> or Product but sha11,upon request,assist the Telephone Company in repairing such upon payment at ihe appropriate above contract rate.
<br /> e. Customer shall indicate on the front side oi this Agreement any Product which is intrinsically sa(e so ihat appropriate parts and procedures may be used to maintain such
<br /> status.
<br /> f. At ihe expiration ot lwelve(12)months afler the cortimencement of Serv�ce hereunder(or any time ihereafter),if Producl cannot in Motorola's opirnon be pro�eriy or
<br /> economicalry repaired,because(but not limited to)excessive w�ear,detenoraLon or unavailability of parts, Motorola a1 its sote option,upon thirty(30)days pnor wntten nolice to
<br /> Customer sent by certified maii,may edher:(1)remove such Pn)duCt from this Aqreement:or(2)may increase the price to Service such Product Customer shall have thirty(301
<br /> days irom receipt ot notice of price increase to object to such inc.rease.It Customer properly objects to such increase.Molorola shali then have the option to remove such Product
<br /> lrom coverage by this Agreement.Customer's obligation to pay 5ervice tees with respect to Product removed from this Agreement shail terminate at the end o(fhe month dunng
<br /> �vhich�uch Product is removed.
<br /> 4. SERVICE STANDARDS.The Product shail be serviced by Motorola in accordance wilh the(ollowing standards:(i)Motorola parts or parts ol equal qual�ty shall be used;
<br /> r��)the Product shalt be serviced at levels set forth in Motorola's product manuals:and(iii)rautine service procedures prescribed from time to time by Motoroia for i1s Product shall
<br /> oe followed.
<br /> 5. TIME AND PLACE OF SERVICE.
<br /> a. Service shall be done at the location specified on the tront side oi this Agreement.V✓here Sarvice is to be pertormed at the localion of the Product.Customer shau furmsh
<br /> shelter,heat,iight and power at these locations.Customer shail notify Motorota immediately ot Product failure,allow Motorola full and free access to the Product,and cooperate
<br /> tuily wiih Motorola in Motorola's servicing of the Product.Waiver of iiability by Moloroia against Customer or other rest�ctions shall not be imposed by Customer as a site access
<br /> requirement.Customer shali aliow Motorola tull and iree access fo the Product.Customer shall allow Motorola to use necessarv machines,communicatio�s.(acilit�es,features and
<br /> other producl(except as normally suppifed by�dotorola)at no charge.Mobiles and removabie Produci shall be dehvered by Customer Io the Motorola Serv�ce Cenfer indicated on
<br /> the Iront s�de of this Agreemenl.
<br /> b. Hours of Service under ihis Agreement shall be the normal working hours.exctuding holidays,ol Motorola's Service Center unless otherwise mdicated on ihe frord side
<br /> ot this Agreement
<br /> 6. PAYMENTlTAXES.On or about the date each payment i>due as set torth on the irc�nt side ot this Agreement,htoforo:a shall send Cuslomer an invuice covering 1he Service
<br /> fees fof�he next Payment Period.All other charaes shall be bille�d month�y,and Ihe Gustnr,�er shall pay�he amouni of Pach mvoice withm ten(10)days ot il�datP to the Motorola
<br />, office desig�ated by Motorola. Each invoice shall be due and payable whether or no�Ine Product is operaUng,and A7otorola may termmate this A�reement by giwng Cusi�imcr tan
<br />, (10)days notice by certified mad if Customer defaults in its payme�t to Molorola.Customer shali reimburse Motorofa tor ail property taxes.sales and use iaxes.exc�se taxos,and
<br /> other taxes or assessmenis now or hereafter imposed by authority of any Federal.Siatc or�ocal law, rule or regulation with respect to the Service of the Producf except Federal
<br /> i�come and proid taxes oi Motorola and State mcome and iranchiise taxes ot Motom'.a.
<br /> 7. RIGHT TO SUBCONTRACT.Motoroia shall have the right to subcontract in whole or in part the Service called tor by this Agreement.Motorola shati notity Customer of the
<br /> name and address o(each subconiractor.
<br /> 8. REVISION OF FEES.Prior to an Anniversary of the"Expiration Da1e"ind�cated c�the iront side of this Agreement.Motorola may revise the Serv�ce fees set torih on the
<br /> iront side of tnis Agreeme�t by giving Customer wrrtten notice of the amount of the�ncrease at ieast sixty(60)days in advance ot that Anniversary da1e.Upon rece�pt ot any such
<br /> notice.Customer may terminate this Agreement on the Expiration Date or any An�rversar�o(ii upon thirty(30)days pnor wntlen notice to Motorola sent by certd�ed maii to the
<br /> address indicaled in this Agreement;othenvise the new fees shall become e8ective on the �nniversary date.In the event ot such termination,all acc�ued and unpa�d charges shali
<br /> be due and payable immediately upo�termination.
<br /> 9. AUTOMATIC RENEWAL.After ihe Expiration Date indir,aled on the iront side o��his Agreement.this Aoreement shall cpntinue tor successive additional periods of one
<br /> year,provided tha:eiiher Motorola or Customer may terminate ttiis Agreement on the Exp�:ation Date or any Anniversary ol it upon ihirty(30)days pnor written notice io Ihe other
<br /> oarly sent by cernfiad ma�l to ihe address indicated in this Agreement.
<br /> 10. INTERRUPTION OF SERVICE.Customer shall i�otify the�servicing avency�n the e:ent o(the taiiure of any Product If the servicing agency tads to repair the Product w�thin
<br /> a reasonable time.Customer shall nolity the Motorola oH�ce desi��n2ted by Motorola Aiter:;aid noiice from Customer to the servitmg agency and to ihe Motorota o8i.r,A des�nn:�ted
<br /> :�y��lotorola.Motorola shall be liable For any mtPrruption or interfe�rence attecting the use or�ransmission through the Product maintained to ihe extent ol a pro rata allowance based
<br /> nn the monthly service lee 1or the time such interruption or inte��ferqnce �s attributable to+he fault of Motorola or ils subcontractoc Motorola does not assume and shatl hav�no
<br /> �abdity under th�s Agreement for failure to provide or delay in prc�vidmg service for the Pro iuct due direcity or ind�rectly to causas beyond the conUol of Motorola�nciudmg,but net
<br /> -estricted to.acts o!God,acts oi the public enemy,acts of the Urnted States.any State.Te ntory o1 the United States,or any pold�cal subdivision oi the toregomy.or the D�strir��,f
<br /> Co�umbia,acts of faiiure to act ol the Customer,its agents,employees or subconiractors,f�res.iloods,casualiy.eoidemics.quarantine restnct�ons.sirikes.freiyhi embarqoes.��nri
<br /> rnusualiy severe weather conditions or defaults of Motorola subc:oniractors due to any such causes.
<br /> 11. WARRANTY IIMITATiONS. EXCEPT AS SPECIFIED IN THIS AGREEfdENT, MOTOROLA DISCLAIA75 ALL WARRANTIES, EXPRESS OR IMFlIEO, INCLUDING,
<br /> �NITHOUT LIMITATION,THE IMPLIED WARRANTIES OF MERC�HANTABILITY AND FITNcSS FOR A PARTICULAR PURPOSE.IN NO EVENT SHALL MOTOROLA BE LIABL[
<br /> FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES TO THE iFULL EXTENT SUCH MAl'BE DISCLAIMED BY LAW.
<br /> 12. FCC ANO OTHER GOVERNMENT h1ATTERS.Although Motorola may assist�n preparaUon of the FCC bcense appiicauon.Cuslomer is solely reeponsibla io�o�taming any
<br /> ��censes or other authorizations required by the Federal Communications Comm�sson�'�CC')or any other Federal.State or Locat qnvernmental age�cy.Customer is solely responsi-
<br /> ble for complying wrth'applicable FCC rules and regulations and ihe applicabie ruies and regui2lions of any other Federal,State or Loc2l rovernmeMal agency Neither I�pforola nnr any
<br /> ot its employees is an agent of Customer in FCC or other governm�ental matters.Motorota.however.may assist in preparalion of fhe FCC litense application at no charoe to Customer
<br /> 13. ENTIRE AGREEMENT.Gustomer acknowledges that it Y�as read a�d understands the terms and conditions of the Agreement and agrees to be beund by them.that it is thr�
<br /> compiete and conclusive statement oi the ag!eement belween the parUes and ihat th�s Aoreement sots torth ihe em�re agreement and understand�ng bety+een tt�e parr�es relahnq
<br /> to the subject matter hereof and ali undersland�ngs and agreements,orai and wntten,heretolore made betwee�Molorola and Customer,are merued in this Agreement which ala�e
<br /> fuliy and completely expresses their agreement.
<br /> 14. AMENDMENT.No modi(ication oi o�add�tions to ihis Agreement shall be bmdmg upon Motorola unless such modi!�ca!ion is in wnUng and s�gned by Ihe hio!orola Di�•�s,on
<br /> Sernce Vice President authorized Io make such rewsions and an authonzed agent er Customer.�
<br /> 15. YALIDITY.If any term or provision ot this Agreement shall to any extent be heid by a couh.or other tnbunal io be invaf�d.void or unenforceable,then that term or pro�•is�on
<br /> shall be inoperative and void insotar as n is in conilict with law,biut the remaining terms ano prov�sions ot this Agreement shail nevertheless continue in(u�i f�rce and e`feci and the
<br /> r�ghis and obligations of ihe parties shatl be consirued and enfor�ed as if this Ag�eemem did not coMain the particular lerm o�provision he�d to be invalyd,void ur unenforceabl�
<br /> 16. HEADINGS.Sedion and paraqraph headings used in this Agreement are fe�convenience only and are not lo be deemed or construed to be part o'th�s Ac�eement.
<br /> 17. LAW.THIS AGREEMENT AND THE RIGHTS AND DUTIES OF THE PARTIES SHA�L BE GOVERNED AND INTERPHETED IN ACCORDANCE bVITH THE lAN'S OF THE
<br /> STATE OF ILLINOIS.
<br /> 18. ASSIGNMENT.No assignmem or transfer,in whole or in part,ot thic AGreement by Custom�r chall be bindmy upon t�totorol��witheu�its pnor wnt�e�rnr.sent.
<br /> 79. WAIVER. Fadure or delay on the pah ol Motorola or C��stomer to ezerc+se any riSnt, power or pnvdepe und�r th�s Ayreem�ani shall not operate as a NdN�,f pf any right
<br /> aower or privilege ot this Agreement.
<br /> 20. TIME TO SUE Except for monev due upon an open accnunt.no a^t�on sha!!he C•^n�h;tnr any breach o�thfs Ro•eenient rnc�re�han rivo�?i yea��a±!�; the s::r��rii ot such
<br /> -aUse o1 acUon exc�pt where a shorter IimitaUon penod is provided by appl�cable la...
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