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Subscription Services Agreement v.10.18.18 <br />19 <br />3.8 SUBSTITUTIONS. At no additional cost to Customer, Motorola may substitute any Equipment, <br />Software, or services to be provided by Motorola, if the substitute meets or exceeds the Specifications <br />and is of equivalent or better quality to the Customer. Any substitution will be reflected in a change order. <br /> <br />Section 4 ACCEPTANCE, PERFORMANCE SCHEDULE AND DELAYS <br /> <br />4.1 Acceptance of the Products will occur upon delivery to Customer unless the statement of work <br />provides for acceptance verification or testing, in which case acceptance of the Products will occur upon <br />successful completion of the acceptance verification or testing. Notwithstanding the preceding sentence, <br />Customer’s use of the Products for their operational purposes will constitute acceptance. <br /> <br />4.2 If this Addendum includes the performance of services relating to the Product, the proposal/quote <br />or statement of work will describe the performance schedule, or if there is no performance schedule, <br />within a reasonable period of time. <br /> <br />Section 5 CONTRACT PRICE, PAYMENT, AND INVOICING <br /> <br />5.1. PRODUCT PRICE. The Product Price in U.S. dollars is set forth in Exhibit B and is due and <br />payable upon Acceptance. <br /> <br />5.2. INVOICING AND PAYMENT. Motorola will submit invoices to Customer for Products and for <br />installation or related services when they are performed. Customer will make payments to Motorola <br />within thirty (30) days after the date of each invoice. Customer will make payments when due in the form <br />of a wire transfer, check, or cashier’s check from a U.S. financial institution. Overdue invoices will bear <br />simple interest at the maximum allowable rate. For Customer’s reference, the Federal Tax Identification <br />Number for Motorola Solutions, Inc. is 36-1115800 <br /> <br />5.3 FREIGHT, TITLE, AND RISK OF LOSS. Motorola will pre-pay and add all freight charges to the <br />invoices. Title and risk of loss to the Equipment will pass to Customer upon shipment. Title to Software <br />will not pass to Customer at any time. Motorola will pack and ship all Equipment in accordance with good <br />commercial practices. <br />Section 6 SITES AND SITE CONDITIONS <br />6.1. ACCESS TO SITES. If Motorola is providing installation or other services, Customer will provide <br />all necessary construction and building permits, licenses, and the like; and access to the work sites or <br />vehicles identified in the Technical and Implementation Documents as reasonably requested by Motorola <br />so that it may perform its contractual duties. <br /> <br />6.2. SITE CONDITIONS. If Motorola is providing installation or other services at Customer’s sites, <br />Customer will ensure that these work sites be safe, secure, and in compliance with all applicable industry <br />and OSHA standards. To the extent applicable and unless the Statement of Work states to the contrary, <br />Customer will ensure that these work sites have adequate: physical space, air conditioning and other <br />environmental conditions; adequate and appropriate electrical power outlets, distribution, equipment and <br />connections; and adequate telephone or other communication lines (including modem access and <br />adequate interfacing networking capabilities), all for the installation, use and maintenance of the <br />Products. <br /> <br />Section 7 REPRESENTATIONS AND WARRANTIES <br /> <br />7.1. EQUIPMENT WARRANTY. During the Warranty Period, Motorola warrants that the Equipment <br />under normal use and service will be free from material defects in materials and workmanship. If <br />Acceptance is delayed beyond six (6) months after shipment of the Products by events or causes within <br />Customer’s control, this warranty expires eighteen (18) months after the shipment of the Products. <br /> <br />45