Common use of Additional Coverage Clause in Contracts

Additional Coverage. (a) The Owner has the option from time to time, upon not less than thirty (30) days written notice to the Vendor, to designate additional geographic areas in the United States, including, but not limited to, additional System Sub-Areas and/or System Areas, as to which the Owner may purchase from the Vendor some or all, as determined by the Owner in its sole discretion, of the Products and Services required for the PCS coverage of such areas as provided for in this Contract, all on the terms and conditions set forth in this Contract; provided that the Parties will mutually agree in good faith on the payment terms (provided that pricing will be as set forth in this Contract), liquidated damages, Project Milestones and the System performance criteria applicable to such additional coverage pursuant to this subsection 2.2; and provided further that any such agreement on (i) such Project Milestones must be based on substantially the same intervals (including, but not limited to, the number of days specified in each such interval) as are set forth in Exhibits A1 and A2, to the extent possible, (ii) such payment terms and liquidated damages must be based on substantially the same terms as are otherwise set forth in this Contract, and (iii) such System performance criteria must be based on substantially the same System performance criteria as are set forth in Exhibit F, to the extent possible. The Parties agree that this subsection 2.2(a) will be effective at any time during the Term of this Contract as to the determination of payment terms (other than pricing) and Project Milestones applicable to the Vendor's provision of additional coverage pursuant to this subsection 2.2(a) only if (i) the aggregate price of the Products and Services to be provided by the Vendor at such time under this subsection 2.2(a) is at such time at least five million dollars ($5,000,000) and (ii) the Vendor is at such time providing Installation Services and at least one other Service provided for under this Contract in connection with such additional coverage provided by the Vendor at any time during the Term of this Contract pursuant to this subsection 2.2(a). Unless otherwise mutually agreed among the Parties, the payment terms for additional Products provided by the Vendor after Final Acceptance of the last PCS System within the Initial System not otherwise covered by or otherwise determined pursuant to this subsection 2.2(a) will be subject to the terms of Section 6. (b) The Owner has the option from time to time upon not less than thirty (30) days' prior written notice to the Vendor and in accordance with the applicable change order provisions of subsection 7.2, to require the Vendor to increase the level of capacity or coverage of an already allocated PCS System and/or PCS Sub-System (whether such PCS System or PCS Sub-System has been so allocated pursuant to Schedule 4 or subsection 2.2(a)), all on the terms and conditions of this Contract. From time to time prior to the Substantial Completion of the given PCS System which would be so affected, the Owner will have the right to, upon thirty (30) days prior written notice to the Vendor, divide an applicable System Area into separate System Sub-Areas for the build-out of separate PCS Sub-System(s) not indicated on Schedule 4 as of the Effective Date; provided that such additional PCS Sub-System will at least meet the requirements set forth in clauses (i) and (ii) of the second to last sentence of subsection 2.2(a) above. In such event, such a newly created PCS Sub-System will, from such point forward, be treated as a PCS Sub-System pursuant to the terms of this Contract. (c) Where the Owner wishes to purchase PCS Products or Services for use and/or application in a country outside the United States but within North America including any territory of the United States not otherwise covered by the definition of the "United States" as set forth herein, the Owner and the Vendor will, in good faith, negotiate a separate agreement for such purchase upon substantially all of the same terms set forth in this Contract, with only such modifications as may reasonably be appropriate to reflect the international nature of such transaction and to assure protection of the Vendor's intellectual property. The PCS Product and Software prices and price discounts set forth in this Contract will prevail in any such separate agreement, subject only to reasonable pricing adjustments which will be in no event ten percent (10%) higher than the prices set forth in or determined pursuant to this Contract plus foreign import duties and taxes. Any such agreement may, at the Vendor's option, be entered into by any of the subsidiaries or other affiliates of the Vendor as listed on Schedule 13.

Additional Coverage. (a) The Owner has the option from time to ------------------- time, upon not less than thirty (30) days days' written notice to the Vendor, to designate additional geographic areas in the United Statesareas, including, but not limited to, additional System Sub-Areas and/or System Areas, as to which the Owner may purchase from the Vendor some or all, as determined by the Owner in its sole discretion, of the Products and Services required for the PCS coverage of such areas as provided for in this Contract, all on the terms and conditions set forth in this Contract; provided that the -------- ---- Parties will mutually agree in good faith on the payment terms (provided that pricing will be as set forth in this Contract), liquidated damages, Project Milestones and the System performance criteria applicable to such additional coverage pursuant to this subsection 2.2; and provided further that any such agreement on (i) such Project Milestones must be - - -------- ------- based on substantially the same intervals (including, but not limited to, the number of days specified in each such interval) as are set forth in Exhibits A1 and A2, to the extent possible, possible or (ii) such payment terms and liquidated damages must be based on substantially the same terms as are otherwise set forth in this Contract, and (iii) such System performance criteria must be based on substantially the same System performance criteria as are set forth in Exhibit F, to the extent possible. The Parties agree that this subsection 2.2(a) will be effective at any time during the Term of this Contract as to the determination of payment terms (other than pricing) and Project Milestones applicable to the Vendor's provision of additional coverage pursuant to this subsection 2.2(a) only if (i) the aggregate price of the Products and Services to be provided by the Vendor at such time under this subsection 2.2(a) is at such time at least five million dollars ($5,000,000) and (ii) the Vendor is at such time providing Installation Services and at least one other Service provided for under this Contract in connection with such additional coverage provided by the Vendor at any time during the Term of this Contract pursuant to this subsection 2.2(a). Unless otherwise mutually agreed among the Parties, the payment terms for additional Products provided by the Vendor after Final Acceptance of the last PCS System within the Initial System not otherwise covered by or otherwise determined pursuant to this subsection 2.2(a) will be subject to the terms of Section 6. (b) The Owner has the option from time to time upon not less than thirty (30) days' prior written notice to the Vendor and in accordance with the applicable change order provisions of subsection 7.2ordering procedures set forth herein, to require the Vendor to increase the level of capacity or coverage of an already allocated PCS System and/or PCS Sub-System (whether such PCS System or PCS Sub-System has been so allocated pursuant to Schedule 4 or subsection 2.2(a)), all on the terms and conditions of this Contract. From time to time prior to the Substantial Completion of the given PCS System which would be so affected, the Owner will have the right to, upon thirty (30) days prior written notice to the Vendor, divide an applicable System Area into separate System Sub-Areas for the build-out of separate PCS Sub-System(s) not indicated on Schedule 4 as of the Effective Date; provided that such additional PCS Sub-System will at least meet the requirements set forth in clauses (i) and (ii) of the second to last sentence of subsection 2.2(a) above. In such event, such a newly created PCS Sub-System will, from such point forward, be treated as a PCS Sub-System pursuant to the terms of this Contract. (c) Where the Owner wishes to purchase PCS Products or Services for use and/or application in a country outside the United States but within North America including any territory of the United States not otherwise covered by the definition of the "United States" as set forth herein, the Owner and the Vendor will, in good faith, negotiate a separate agreement for such purchase upon substantially all of the same terms set forth in this Contract, with only such modifications as may reasonably be appropriate to reflect the international nature of such transaction and to assure protection of the Vendor's intellectual property. The PCS Product and Software prices and price discounts set forth in this Contract will prevail in any such separate agreement, subject only to reasonable pricing adjustments which will be in no event ten percent (10%) higher than the prices set forth in or determined pursuant to this Contract plus foreign import duties and taxes. Any such agreement may, at the Vendor's option, be entered into by any of the subsidiaries or other affiliates of the Vendor as listed on Schedule 13.

Additional Coverage. (a) The Owner has the option from time to ------------------- time, upon not less than thirty (30) days days, written notice to the Vendor, to designate additional geographic areas in the United States, including, but not limited to, additional System Sub-Areas and/or System Areas, as to which the Owner may purchase from the Vendor some or all, as determined by the Owner in its sole discretion, of the Products and Services required for the PCS coverage of such areas as provided for in this Contract, all on the terms and conditions set forth in this Contract; provided that the Parties will mutually agree in good faith on the -------- ---- payment terms (provided that pricing will be as set forth in this Contract), -------- ---- liquidated damages, Project Milestones and the System performance criteria applicable to such additional coverage pursuant to this subsection 2.22.2(a); and provided further that any such agreement on (i) such Project Milestones must be - - --------- ------- based on substantially the same intervals (including, but not limited to, the number of days specified in each such interval) as are set forth in Exhibits A1 and A2, to the extent possible, (ii) such payment terms and liquidated damages must be based on substantially the same terms as are otherwise set forth in this Contract, and (iii) such System performance criteria must be based on substantially the same System performance criteria as are set forth in Exhibit F, to the extent possible. The Parties agree that this subsection 2.2(a) will be effective at any given time during the Term of this Contract as to the determination of payment terms (other than pricing) and Project Milestones applicable to the Vendor's provision of additional coverage pursuant to this subsection 2.2(a) only if (i) the aggregate price of the Products and Services to be provided by the Vendor at such time under this subsection 2.2(a) is at such time at least five million dollars ($5,000,000) and (ii) the Vendor is at such time providing Installation Services and at least one other Service provided for under this Contract in connection with such additional coverage provided by the Vendor at any time during the Term of this Contract pursuant to this subsection 2.2(a). Unless otherwise mutually agreed among the Parties, the payment terms for additional Products provided by the Vendor after Final Acceptance of the last PCS System within the Initial System not otherwise covered by or otherwise determined pursuant to this subsection 2.2(a) will be subject to the terms of Section 6. (b) The Owner has the option from time to time upon not less than thirty (30) days' prior written notice to the Vendor and in accordance with the applicable change order provisions of subsection 7.27.2 set forth herein, to require the Vendor to increase the level of capacity or coverage of an already allocated PCS System and/or PCS Sub-System (whether such PCS System or PCS Sub-System has been so allocated pursuant to Schedule 4 or subsection 2.2(a)), all on the terms and conditions of this Contract. From time to time prior to the Substantial Completion of the given PCS System which would be so affected, the Owner will have the right to, upon thirty (30) days prior written notice to the Vendor, divide an applicable System Area into separate System Sub-Areas for the build-out of separate PCS Sub-System(s) not indicated on Schedule 4 as of the Effective Date; provided that such additional PCS Sub-System will at least meet the requirements set forth in clauses (i) and (ii) of the second to last sentence of subsection 2.2(a) above. In such event, such a newly created PCS Sub-System will, from such point forward, be treated as a PCS Sub-System pursuant to the terms of this Contract. (c) Where the Owner wishes to purchase PCS Products or Services for use and/or application in a country outside the United States but within North America including any territory of the United States not otherwise covered by the definition of the "United States" as set forth herein, the Owner and the Vendor will, in good faith, negotiate a separate agreement for such purchase upon substantially all of the same terms as those set forth in this Contract, with only such modifications as may reasonably be appropriate to reflect the international nature of such transaction and to assure protection of the Vendor's intellectual property. The PCS Product and Software prices and price discounts set forth in this Contract will prevail in any such separate agreement, subject only to reasonable pricing adjustments which will be in no event ten percent (10%) higher than the prices set forth in or determined pursuant to this Contract plus foreign import duties and taxes. Any such agreement may, at the Vendor's option, be entered into by any of the subsidiaries or other affiliates of the Vendor as listed on Schedule 13.