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Service Order Agreement

ORDER AGREEMENT

This Motorola Solutions Connectivity Service Order Agreement (“SOA”) shall commence on the date latest executed by the parties if incomplete (the “SOA Effective Date”) and terminate 5 years after the Services Commencement Date (the “Initial Term”), unless earlier terminated in accordance with the provisions of the Master Service Agreement dated of even date herewith, by and between the parties hereto (hereafter the “MSA”).

If you are purchasing Products or Services on behalf of your employer or another entity, you warrant that: (a) you have authority to bind your employer or the applicable entity, as “Customer” to this Agreement; (b) you have read and understand this Agreement; and (c) on behalf of the Customer that you represent, you agree to this Agreement. If you do not have the legal authority to bind your employer or the applicable entity as Customer to this Agreement, please do not complete the purchase of Products or Services from Motorola.

 

2. DEFINITIONS

Capitalized terms used, but not defined in this SOA are defined elsewhere in the SOA, MSA or Applicable Tariff.

“Applicable Tariffs” consist of the standard Motorola Solutions Connectivity service descriptions, pricing and other provisions filed by Motorola Solutions Connectivity or any of its Affiliates with the appropriate state regulatory commission having jurisdiction respecting a Service, as revised by Motorola Solutions Connectivity from time to time.  In the event an Applicable Tariff is withdrawn by Motorola Solutions Connectivity or tariffing is no longer permitted or required by the appropriate state regulatory commission, references to the Applicable Tariff shall be deemed to refer to the corresponding state allowed named document for the services offered herein.

“Individual Case Basis” (ICB) means a service arrangement in which the regulations, rates, charges and other terms and conditions are developed based on the specific circumstances of the case. Motorola Solutions Connectivity may or may not have an equivalent service in the price list for which there is a rate, and the quoted ICB rates may be different than the price list rates. ICB must be provided under contract to a customer and the contract filed (under seal) with the Commission, upon request. All customers have nondiscriminatory access to requesting the service under an ICB rate. Recurring and non-recurring charges for all services provided pursuant to this price list may be individualized for a particular Customer based on the need to respond to a unique service application and/or market condition. All services will be offered on the same basis to any other Customer, which has the same service specifications and market conditions.

3. SERVICES

Motorola Solutions Connectivity will provide the services to Customer under this SOA as selected below (“Services”), and as further provided in Attachment 2, attached hereto and incorporated herein (“Proposal”).

3.1 REGULATED SERVICES

Regulated services may be ordered as provided below (“Regulated Services”). Pricing, service descriptions and other provisions relating to the Services will be set forth in this SOA, the MSA, and the Applicable Tariffs.

A. VESTA® ROUTER SERVICE - Transitional

(Indicate Selection by Checking Box

¨   9-1-1 Tabular Routing + 9-1-1 ANI

¨   9-1-1 ALI Database (DB) Services + DB Management

¨   9-1-1 Network Elements


B. VESTA® Router Service – Geospatial

(Indicate Selection by Checking Box)

¨    i3 Geospatial Routing

¨   ECRF/LVF Service

¨   i3 Logging Service

¨   9-1-1 Network Elements

¨   Location Database (LDB)

C. VESTA® 9-1-1 as a Service – Regulated Services

 

(Only Applies if MPLS Circuits are being purchase)

¨    MPLS Circuits

3.2 OPTIONAL SERVICES

Optional Services are services that are not regulated by a state regulatory commission, and are not included in the Applicable Tariffs (“Optional Services”). Optional Services may be ordered by selecting below and are further described in the Proposal.

¨ Text-to-9-1-1 Delivery Service

¨ VESTA® 9-1-1 as a Service

3.3 SERVICES COMMENCEMENT DATE

Regulated Services that are selected shall commence on a date to be mutually agreed upon between Motorola Solutions Connectivity and Customer by execution of a written amendment hereto (“Regulated Services Commencement Date”). Optional Services that are selected shall commence on a date to be mutually agreed upon between Motorola Solutions Connectivity and Customer by execution of a written amendment hereto (“Optional Services Commencement Date”). Regulated Services Commencement Date and Optional Services Commencement Date are referred to herein, collectively as “Services Commencement Date.” The rates and charges for Services will be effective on the Services Commencement Date. Upon completion of the term of this SOA and any extensions thereof, and until a new SOA has been executed between the parties, the monthly recurring charges and term shown herein shall be as follows:

(a) for Regulated Services, the monthly recurring charges will convert to the Applicable Tariff rate and term therein; (b) for Optional Services, the monthly recurring charges shall be the greater of: (i) the monthly recurring charge provided in the table below; or (ii) the monthly recurring charge as adjusted by the annual rate of the Consumer Price Index published by the U.S. Department of Labor, Bureau of Labor Statistics, commonly known as the “Consumer Price Index for all Urban Consumers” for the immediately preceding twelve (12) month period, and the term shall automatically extend in one (1) year successive terms.

4. PRICING

The rates and charges provided herein for Services are further described in the Pricing Schedule, attached hereto and incorporated herein as Attachment 1. Regulated Services are priced pursuant to the Applicable Tariff rates and/or pursuant to an Individual Case Basis arrangement. Optional Services are priced pursuant to the Proposal.

4.1 NON-RECURRING CHARGES (NRC) AND/OR ADVANCE PAYMENTS

Non-recurring charges and/or advance payments may be required in order to provision the Services. A schedule of non-recurring charges and/or advance payment amounts and events when such charges and/or amounts are due are provided in the Pricing Schedule. Motorola Solutions Connectivity shall provide an invoice to Customer upon occurrence of each event. Any non-recurring charges set forth in the Pricing Schedule are non-refundable.

4.2 MONTHLY RECURRING CHARGES

Monthly recurring charges for the Services are provided in the Pricing Schedule. Additional charges may be rendered by other local exchange carriers in connection with the provisioning of 9-1-1 Emergency Service to the Customer.

Persons Served is calculated by taking the most recent county population as estimated by the U.S. Census Bureau data (https://www.census.gov/programs-surveys/popest/data/tables.2019.html). PSAPs that serve an area that crosses county boundaries, or encompasses only a portion of a county, the number of persons served will be determined on a case-by-case basis. The number of persons served is subject to annual review and sizing using the most recent U.S. Census Bureau data.

5. INVOICING AND PAYMENT

Except as otherwise provided in the Proposal, invoicing and payments shall be made as set forth below. For Regulated Services, if no invoicing or payment terms are provided, then the Applicable Tariff applies.

For non-recurring charges and/or advance payments, Motorola Solutions Connectivity shall invoice the Customer upon completion of each milestone. For monthly recurring charges, Motorola Solutions Connectivity shall invoice the charges for the Services in advance based upon the Services Commencement Date, and at the beginning of each subsequent month thereafter. In the event that the Services Commencement Date does not coincide with the beginning of a month, such month shall be prorated based on a thirty day calendar month. Payment is due thirty (30) days net from the date of invoice.

Customer may prepay any non-recurring and monthly recurring charges. All amounts provided herein are exclusive of any taxes, duties, levies, fees, or similar charges imposed by a third party other than Motorola Solutions Connectivity.

Unless otherwise specified on the particular invoice, all payments shall be due and payable in U.S. Dollars. A maximum late payment charge of 1.5% per month applies to all billed balances that are not paid by the billing date shown on the next bill beginning from the date first due until paid in full.

6. GOVERNMENTAL/OTHER CHARGES

As further described in Section 5 of the MSA, regardless of any stabilization of rates or charges that may appear in this SOA, Motorola Solutions Connectivity reserves the right to increase charges as a result of: (i) expenses incurred by Motorola Solutions Connectivity reasonably relating to regulatory assessments stemming from an order, rule or regulation of the Federal Communications Commission or other regulatory authority or court having competent jurisdiction (including but not limited to payphone, PICC and USF related expenses and E9-1-1 and deaf relay charges); or (ii) the price or availability of network elements used in the provision of the Services, amounts other carriers are required to pay to Motorola Solutions Connectivity or the amount Motorola Solutions Connectivity is required to pay to other carriers in connection with the provision of the Services to Customer under this SOA.

7. COMMISSION JURISDICTION

If an ICB is subject to the jurisdiction of a regulatory commission, each such ICB will be subject to changes or modifications as the controlling commission may direct from time to time in the exercise of its jurisdiction. Therefore, for this purpose, each such ICB will be deemed to be a separate agreement with respect to the Services offered in a particular jurisdiction.

8. ORDER OF PRECEDENCE

This SOA is made pursuant to and is governed by the MSA. Customer and Motorola Solutions Connectivity acknowledge and agree that in the event of a conflict between any provisions of this SOA, the MSA and any other ancillary document or agreement related to this SOA, the order of precedence shall be: this SOA, the SOA attachments (if applicable), the MSA, MSA exhibits, and then ancillary document.