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Revised Sep 3, 2022
<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.
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<br />5.2. Unless specifically included in this Agreement, Service excludes items that are consumed in the normal operation
<br />of 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,
<br />or for Equipment malfunction caused by the transmission medium.
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<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
<br />location, Customer will provide Motorola, at no charge, a non-hazardous work environment with adequate shelter, heat,
<br />light, and power and with full and free access to the Equipment. Waivers of liability from Motorola or its subcontractors
<br />will not be imposed as a site access requirement. Customer will provide all information pertaining to the hardware and
<br />software elements of any system with which the Equipment is interfacing so that Motorola may perform its Services.
<br />Unless otherwise stated in this Agreement, the hours of Service will be 8:30 a.m. to 4:30 p.m., local time, excluding
<br />weekends and holidays. Unless otherwise stated in this Agreement, the price for the Services exclude any charges or
<br />expenses associated with helicopter or other unusual access requirements; if these charges or expenses are reasonably
<br />incurred by Motorola in rendering the Services, Customer agrees to reimburse M otorola for those charges and expenses.
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<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.
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<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,
<br />and Customer must pay each invoice in U.S. dollars within twenty (20) days of the invoice date.
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<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
<br />of execution of this Agreement, the Customer will provide all necessary reference information to include on invoices for
<br />payment in accordance with this Agreement.
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<br />8.3 For multi-year service agreements, at the end of the first year of the Agreement and each year thereafter, a CPI
<br />percentage change calculation shall be performed using the U.S.Department of Labor, Consumer Price Index, all Items,
<br />Unadjusted Urban Areas (CPI-U). Should the annual inflation rate increase greater than 3% during the previous year,
<br />Motorola shall have the right to increase all future maintenance prices by the CPI increase amount exceeding 3%. All
<br />items, not seasonally adjusted shall be used as the measure of CPI for this price adjustment. Measurement will take place
<br />once the annual average for the New Year has been posted by the Bureau of Labor Statistics. For purposes of illustration,
<br />if in year 5 the CPI reported an increase of 8%, Motorola may increase the Year 6 price by 5% (8%-3% base)
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<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
<br />of ninety (90) days from the date the performance of the Services are completed. In the event of a breach of this
<br />warranty, Customer’s sole remedy is to require Motorola to re-perform the non-conforming Service or to refund, on a pro-
<br />rata basis, the fees paid for the non-conforming Service. MOTOROLA DISCLAIMS ALL OTHER WARRANTIES,
<br />EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A
<br />PARTICULAR PURPOSE.
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<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
<br />written plan to cure the default that is acceptable to the other party and begin implementing the cure plan immediately
<br />after plan approval. If the non-performing party fails to provide or implement the cure plan, then the injured party, in
<br />Docusign Envelope ID: AD07CE02-1F94-4496-ABD0-D61F9CBE562C
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