R2008-94 ACCEPTING PROPOSAL AND AUTHORIZING USER AGREEMENT, SYSTEM MANAGEMENT AGREEMENT & COMMUNICATIONS SYSTEM AGREEMENT

Home Browse Search

NOW, THEREFORE, in consideration of the foregoing and the mutual promises herein contained, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto covenant and agree as follows: l. APPOINTMENT OF MANAGER 1.1 Anpointment. Licensee hereby appoints Motorola to manage the Licensed Operations as is more fully described herein, and Motorola hereby accepts such appointment. Motorola shall provide the technical and managerial services set forth in this Agreement on behalf of Licensee. 1.2 Available Channel Canacity. Provided that the necessary regulatory approvals are secured and maintained from the FCC and from any other federal, state or other governmental authority having jurisdiction over Licensee or the Licensed Operations, Licensee shall make available the full channel capacity of the Licensed Operations for the duration of this Agreement to allow Motorola to accommodate users on the System (the "Users") in accordance with the terms and conditions as herein provided. 2. SERVICES 2.1 In General. Subject to the general authority and oversight of Licensee, Motorola shall be responsible for the operation of the Licensed Operations. Motorola's responsibilities shall include managing, overseeing, arranging for and directing the planning, design, construction, equipping and operation of the Licensed Operations as part of the System, all of the foregoing being subject to the general authority of Licensee. On Licensee's behalf, Motorola shall be responsible for contracting with, and collecting fees from, Users of the System. Motorola shall use reasonable commercial efforts consistent with sound and reasonable practice to conduct (or cause to be conducted) such business and to render (or cause to be rendered), assist with, obtain or contract for all services, as shall be necessary for the planning, design, construction, equipping and operation of the Licensed Operations as part of the System, including without limitation, the following: (a) Generally providing management services to perform all of the day-to-day functions associated with the Licensed Operations and doing or assisting with any and all other acts or executing such other agreements, documents or instruments as are consistent with the FCC Rules and, in the good faith judgment of Motorola, are necessary to carry out the development, construction and operation of the Licensed Operations as part af the System, whether or not specifically enumerated herein; (b) The hiring and supervision of Motorola personnel and any subcontractors necessary to operate the Licensed Operations; 5-20-08 2