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Revised June 16, 2018
<br />than the normal, customary, intended, and authorized manner; use not in compliance with applicable industry standards;
<br />excessive wear and tear; or accident, liquids, power surges, neglect, acts of God or other force majeure events.
<br />5.2. Unless specifically included in this Agreement, Service excludes items that are consumed in the normal operation of
<br />the Equipment, such as batteries or magnetic tapes.; upgrading or reprogramming Equipment; accessories, belt clips,
<br />battery chargers, custom or special products, modified units, or software; and repair or maintenance of any transmission
<br />line, antenna, microwave equipment, tower or tower lighting, duplexer, combiner, or multicoupler. Motorola has no
<br />obligations for any transmission medium, such as telephone lines, computer networks, the internet or the worldwide web, or
<br />for Equipment malfunction caused by the transmission medium.
<br />Section 6. TIME AND PLACE OF SERVICE
<br />Service will be provided at the location specified in this Agreement. When Motorola performs service at Customer’s location,
<br />Customer will provide Motorola, at no charge, a non-hazardous work environment with adequate shelter, heat, light, and
<br />power and with full and free access to the Equipment. Waivers of liability from Motorola or its subcontractors will not be
<br />imposed as a site access requirement. Customer will provide all information pertaining to the hardware and software
<br />elements of any system with which the Equipment is interfacing so that Motorola may perform its Services. Unless
<br />otherwise stated in this Agreement, the hours of Service will be 8:30 a.m. to 4:30 p.m., local time, excluding weekends and
<br />holidays. Unless otherwise stated in this Agreement, the price for the Services exclude any charges or expenses
<br />associated with helicopter or other unusual access requirements; if these charges or expenses are reasonably incurred by
<br />Motorola in rendering the Services, Customer agrees to reimburse Motorola for those charges and expenses.
<br />Section 7. CUSTOMER CONTACT
<br />Customer will provide Motorola with designated points of contact (list of names and phone numbers) that will be available
<br />twenty-four (24) hours per day, seven (7) days per week, and an escalation procedure to enable Customer’s personnel to
<br />maintain contact, as needed, with Motorola.
<br />Section 8. INVOICING AND PAYMENT
<br />8.1 Customer affirms that a purchase order or notice to proceed is not required for the duration of this service contract and
<br />will appropriate funds each year through the contract end date. Unless alternative payment terms are stated in this
<br />Agreement, Motorola will invoice Customer in advance for each payment period. All other charges will be billed monthly, and
<br />Customer must pay each invoice in U.S. dollars within twenty (20) days of the invoice date.
<br />8.2 Customer will reimburse Motorola for all property taxes, sales and use taxes, excise taxes, and other taxes or
<br />assessments that are levied as a result of Services rendered under this Agreement (except income, profit, and franchise
<br />taxes of Motorola) by any governmental entity. The Customer will pay all invoices as received from Motorola. At the time of
<br />execution of this Agreement, the Customer will provide all necessary reference information to include on invoices for
<br />payment in accordance with this Agreement.
<br />8.3 At the end of the first year of the Agreement and each year thereafter, a CPI percentage change calculation shall be
<br />performed. Should the annual inflation rate increase greater than 5% during the previous year, Motorola shall have the right
<br />to increase all future maintenance prices by the CPI increase amount exceeding 5%. The Midwest Region Consumer Price
<br />Index (https://www.bls.gov/regions/mountain-plains/news-release/consumerpriceindex_midwest.htm), All items, Not seasonally
<br />adjusted shall be used as the measure of CPI for this price adjustment. Measurement will take place once the annual
<br />average for the new year has been posted by the Bureau of Labor Statistics
<br />Section 9. WARRANTY
<br />Motorola warrants that its Services under this Agreement will be free of defects in materials and workmanship for a period of
<br />ninety (90) days from the date the performance of the Services are completed. In the event of a breach of this warranty,
<br />Customer’s sole remedy is to require Motorola to re-perform the non-conforming Service or to refund, on a pro-rata basis,
<br />the fees paid for the non-conforming Service. MOTOROLA DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR
<br />IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR
<br />PURPOSE.
<br />Section 10. DEFAULT/TERMINATION
<br />10.1. If either party defaults in the performance of this Agreement, the other party will give to the non-performing party a
<br />written and detailed notice of the default. The non-performing party will have thirty (30) days thereafter to provide a written
<br />plan to cure the default that is acceptable to the other party and begin implementing the cure plan immediately after plan
<br />approval. If the non-performing party fails to provide or implement the cure plan, then the injured party, in addition to any
<br />other rights available to it under law, may immediately terminate this Agreement effective upon giving a written notice of
<br />DocuSign Envelope ID: 509F326B-9412-4710-A466-D71C66A37E01
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