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SERVICE A�REEMENT
<br /> �. DEFINITIONS.'Mo�orola"shall mean Mntorola Communie;aLons and Electronics,Inc.;"Customor"shall mCnn ihe customer nnmed m the Ac�reompnt;and'Pmduct"•;hali r,ob
<br /> iectfvely mean the Equipmenl and SoNware wh�ch Moto�ola and Customer agree to be serviced pursuem to this Service Agreement.Such Product is hsted on the Iront o�th�s Ayreement.
<br /> 2. ACCEPTANCE.The terms and conditions set torth on the iro�t and reverse side of this Agreement is an ofter to purchase Service by Customer which shall become a Service
<br /> Agreement when acknowledged in writing by Molorota's Service D�apartment;and the banking,negotiation or other use of any payment shall not constitute a�accepiance by Motorola.
<br /> It is agreed that Service shall be provided only on ihe terms and c��nditions contained in this Agreement.Motorola shall not be bound by terms and conditions in Custome�s purchase
<br /> order or elsewhere unless ezpressly agreed to in wrifing.Upon acceptance by Motoroia's Service Department,Motorola's interest in the Agreement is assigned to Molorola,Inc.
<br /> 3. SERVICE DEFINED
<br /> a. Motorola agrees to provide service for the Customer ic�r the Product listed on the tront side of this Agreeme�L Such Producl shall be serwced accord�ng to the lerms antl
<br /> rondrtions on the Iront and reverse side of this Agreement("Servi�ce").The Service shall begin and end on the dates set lorth on ihe front side of this Agreement Motorola shall also
<br /> Service other Product menufactured by Motorola and purchased by customer dunng the term of this Agreement on the same lerms and cond�lions set torth in th�s Agreement at the
<br /> then current service fees tor such Product.Upon delivery of such other Product to Customer.service fees for Service ot such other Product shall be added to the billing Cycle foliowing
<br /> expiration o(ihe labor warranty on such other Producl. In ihe event of loss, damage, theit or removal irom Service ot any Product, Customer shall immed�alely report ihe loss,
<br /> �amage,theft or removal i�writing to Motorola.In this event,Cu:stomer's obligation to pay serviCe tees with respect io any such Product shall Ierminale at the end ot the month m
<br /> which Motorola receives such written report.
<br /> b. Mobile Product shall De removed and reinstalled in difierent vehicles at Cuslomer's request to�ihe service lee in etfect at the time oi Customer's requesl.
<br /> c. This Agreement does not include service of any transmission Ime.antenna,tower or tower lighting,unless such work is described on the front s�de ot this Agreement.
<br /> Service shalt include the labor and parts required to repair Product which has become delective Ihrpugh normal wear and usage.This does not include consumables and tlieir
<br /> :nstallation.Service does not include the repair or replacement of Product which has otherwise become detective,including,but not limited to,damage caused by accidenis.physical
<br /> or electrornc abuse or misuse,acts ol God,tires or other casualty. Service performed for non•covered repairs shall be bilted at Motorola's above contract rate appGcable ior sur.h
<br /> Service. Product under contract must be maintained in environmental conditions as set torth in the Product specificafions and damage resulting from enwronmental condilions nc,t
<br /> �onforming to the speci(ications is not covered by this Agreement.
<br /> d. Where telephone lines and Product are used m conJuncfion with Motorola maintained Product,Motorola shali have no obligation or responsibiiity for such telephone lines
<br /> �r Product but shall,upon request,assist the Telephone Company in repairing such upon payment at the appropriate above contract rate.
<br /> e. Cusfomer shall indicate on the front side of ihis Agreernent any Product which is intrinsically sate so Ihat appropriale parts and procedures may be used to maintc�m sur,h
<br /> ;tatus.
<br /> t. At Ihe expiration ot iwelve (12)months afler the commencement of Service hereunder(or any time thereafter), it Producl cannot in Motorola's opirnon be prop�rly or
<br /> economically repaired,because(but not limited to)excessive we�ar, deterioration or unavailability of parts,Motorola at iis sole option,upon Ihirty(30)days prior writlen notice to
<br /> Customer sent by certitied mail,may erther:(t)remove such Product irom this Agreement:or(2)may increase the price to Service such Product.Customer shall have th�rfy(3G)
<br /> �ays from receipl of notice of price increase to object to such increase.If Customer properly objects to such increase.Molorola shall then have 1he option to remove such Product
<br /> 'rom coverage by this Agreement.Customer's obiigation to pay Service fees with respect to Product removed from ihis Agreement shall terminate at the end o�the monlh during
<br /> which such Product is removed.
<br /> 4. SERVICE STANDARDS.The Product shall be serviced by Motorola in accordance with the foliowing standards:(i)Motorola parts or parts oi equal quality shall be used;
<br /> ��y the Product shall be serviced at levels set forth in Moiorola's F�roduct manuals:and(iii)ro�tme service procedures prescribed from time to time by Motoro�a lor rts Product shall
<br /> oe followed.
<br /> 5. TIME ANO PLACE OF SERVICE.
<br /> . a. Service shall be do�e at the location specilied on the fro�t side of this Agreemen;.Where Service is to be pertormed at the location of the Product.Customer shall fu�rnsh
<br /> she�ter, heat,light[�nd power at these iocations.Customer shall notify Motorola immediat2ly ol Product failure,allow A4olorola tuli and free access to the Product,and cooperate
<br /> `ully with Motorola i�Motorola's servicing ol the Product.Waiver of liability by Motorola against Customer or other restrictions shall not be imposed by Customer as a site access
<br /> requiremeni.Customer shali allow Motorota full and iree access b�ihe Product.Customer shail allow Motorola to use necessary machines,communicalions.facilibes.feaiures and
<br /> other product(ezcept as normaNy supplied by Motorola)at no ch;arge.Mobiles and removable Product shall be delivered by Customer to the Motorola Service Center indicated on
<br /> !he front side of ihis Agreement. �
<br /> b. Hours vf Service under this Agreement shall be ihe normal workinp hours.excluding holidays,o(Motorola's Service Center unless otherwise�nd�cated on the front s�de
<br /> a'this Agreement
<br /> 6. PAYMENT/TAXES.On or about the date each payment is due as set forth on the front side ot this Agreement,��totorola shall send Customer an invoice c.ove�inq ihe Service
<br /> tees for the next Payment Period.All other charges shall be bille�i monihly,and the Customer shali pay the amount of each invoice withm ten{10)days ot its date to Ihe R9otorola
<br /> �ffice designated by Motorola. Each invoiCe shail be due and payable whether or not the Product�s operating,and Motoroia may ierminate this Agreement by g�wng Custumer ten
<br /> ;10)days notice by certified maii if Customer defaults in its payment to Motorola.Custoner shali reimburse Motorola for alt property taxes,sales and use tases.excise iaxes.�nd
<br /> �ther taxes or assessments now or hereaiter imposed by authoriry of any Federal. State or Local law,rule or regWation wiih respect to the Service ot the Producl except Federal
<br /> �ncome and profrt taxes o�Motorola and State income and franchise taxes ot Motorota.
<br /> 7. RIGHT TO SUBCONTRACL Molorola shait have'ihe right to subcontract in wfiole or in part Ihe Service called lor by ihis Agreement.Motorola sha11 nofity Customer of the
<br /> name and address ot each subconlractor.
<br /> 8. REVISION OF FEES.Prior to an Anniversary ot the"Expiration Dale"indicated ur�the front side of this Ag�eement,Motorola may revise the Service fees set forth on ihe
<br /> tront side of this Agreement by giving Cusiomer written notice of the arr�ount ol the increase at least sixty(60)days in ativa�ce of that Anniversary date. Upon receipt o(any such
<br /> �ot�ce. Cusiomer may terminale this Agreement on the Expiration Date or any Anniversai/of it upon thirty(30)days prior writien notice to Motorola sent by cert�fied ma�i to the
<br /> address�ndicated in this Agreement otherwise Ihe new tees shall become eflectwe on the Anniversary date.In the evenl ol such termmation,all accrued and unpaid charges shali
<br /> �e due and payabie immediately upon termination.
<br /> 9. AUTOMATIC RENEWAL.After ihe Expiration Date indicated on the iront side ot!his Agreement,ihis Agreement shall cont�nue tor successive additional periods of one
<br /> :ear,provided that either Motorola or Customer may terminate this Agreement on the Expiration Date or any Anrnversary of it upon ihiriy(30)days prior written nohce lo the oth�r
<br /> �arty sent by certified mail to ihe address indicated in this Agreernent.
<br /> 10. iNTERRUPTION OF SERVICE.Customer shall i�otify the ssrvicing agency in the pveM of the tailure of any Product.N ihe serviC�ng agency tails lo�epair the Product within
<br /> a reasonabie time.Customer shali notily Ihe Motorola ofHce desi5inated by Motoroia.After said nolice trom Customer to Ihe servicing agency and to the Motorola otl�ce desiqnated
<br /> �y Motorola.Motorola shail be liable tor any iMerrupfion or interference a8ecting the use or[ransmission through the Product maiMained to the extent ol a pro rata aliowance based
<br /> :r,the monihly service lee tor the time such interruption or interference is attributable to the fault o(Motorola or its subcontractor. Motorola does not assume and shall have no
<br /> �abilitp under this Agreement lor failure to provide or delay in providing service for the Product due directly or induecilyto causes beyond ihe control of Motorola.mduding,but not
<br /> �estncted to,acts ot God,acis of the public enemy,acts of Ihe United States.any State.Te�ritory o1 the Unrted States,or any political subdivision o�the foregoing,or the Distncl of
<br /> Columbia,acts oi tailure lo act ot the Customer,its agents,employees or subcontractors,:�ras.iloods,casualty,epidemics.quaraNine restnctions.strikes.freight embargoes,and
<br /> .�nusua�ly severe weather conditions or detaults of Motorola subcomractors due to any sur.h causes.
<br /> 11. WARRANTY LIMITATIONS. EXCEPT AS SPECIFIED IN THIS AGHEEMENT, ti'OTOROIA DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED. 1NCLUDING,
<br /> •:ITHOUT LIMITATION,THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.IN NO EVENT SHAIL MOTOROLA BE lIAE3LE
<br /> FOR INCIDENTAI OR CONSE�UENTIAL DAMAGES TO THE F'ULI.EXTENT SUCH MAY BE DISCLAIMED BY LAW.
<br /> 12. FCC AND OTHER GOVERNMENT MATTERS.Although IMotorola may assist m preparation of the FCC hcense application,Customer is solely respo�sible tor obtaining any
<br /> ucenses or other authorizaiions required by the Federai Communications Commission("FCC")or any other Federai,State or Lor.al governmental agency Customer is soiely responsi-
<br /> ble for complying with applicable FCC rules and regulations and Ihe appiicabte ruies and regulations of any other Federal.State or Local governmental agen�y.Neither Motorola nor any
<br /> of its employees is an agent oi Customer in FCC or other governmental matters.Motorola,however,may assist in preparalion ot the FCC license apphcation at no charoe to Customer.
<br /> 13. ENTIRE•AGREEMENT.Cuslomer acknowledgos that it has read and underslands ihe terms and condiUon,ot Ihe Agreeme.nt and aurees to be bound by them,that it is the
<br /> complete and conclusive statemenl of the agreement belween th�e parties and that this Agieement sets forth the ent�re agreemenl and understanding between ttw parfies relahnq
<br /> to the subject matter hereof and all understandings and agreements,oral and written.heretcfore made between Moiorola and Customer,are meryed in this Agreemem K-hich alone
<br /> fully and completely expresses thev agreement
<br /> 14. AMENDMENT.No modi(ication of or additions to Ihis Aqreement shall be binding upon Motorola unless such moditi�alion i;in writing�nd signed hy Ihe Ivtetorola Dwi��on
<br /> Service Vice President authonzed lo make such rewsions and an authorized agent ot Customer.
<br /> 15. VALIDITY.if any term or provision of this Agreement shall to any exlent be held by a court or other tribunai to be invalid,void or unenforceable,then that Ierm rn provis�on
<br /> shall be inoperative and void insofar as it is m confhct with law.bul the remaming terms and provisions ot this Ag�eement shaU nevr.rtheless coMmue in(ui!torce�nd Ptt��l and Ihe
<br /> ngMs and obligations of the parties shall be construed and enforced as if this Agreement did not cont�m thq parlicular term or prr.rv�sion held lo be invahd,vo�d or unenlorceable
<br /> 16. HEADINGS.Secuon and paragraph headings used in this Agreement are for conv��n�ence oniy and are not lo be de�med or consirued to be part o!this AgrPement.
<br /> 17. LAW.THIS AGREE�dENT AND THE RIGHTS AND DUTIE=S OF THE PARTIES SHALL BE GOVERNED AND INTERPRETEU IN ACCORDANCE WITH TF+E LAV�,'S OF l HE
<br /> STATE OF ILLINOIS.
<br /> 18. ASSIGNMENT.No assignment or transfer,in whole or�n part,of this Agroement b��Cuslomer shali be bmdiny upon hlotoroi�wilheut its prior writien consent.
<br /> 19. WAIVER. Failure or delay on the part of Motorola or Cu:;tomQr to exerase any naht, power or pnvilcqP Undhi this Agreemen� shall not operate as a w�3ive� of any nght.
<br /> �ower or privilege of this AgreemeM.
<br /> ,20. TIME'TO SUE Except for moneV due upon;tn o�en aCcrunt,np acUon�ha!!b9 brou�ht fnr anY�•r�rh n!th�^�qr�em��n!more than iwo(?i yoar�att��� 1'�n:�c-r�udl e4�,i�ch
<br /> 'au�e oi action except wheie a shorler IimitaUon penod is provided by apphcabte ia�v.
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