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

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(c) Payment o1� all expenses and fees incurred or payable by the Licensed Operations as parl of the System as provided in Section 2.4 hereof; (d) Arranging for the maintenance of the Licensed Operations according to standards consistent with FCC Rules, and for the provision of necessary repairs and replacements, as provided in Section 2.4 hereof; (e) Assisting Licensee in preparing, maintaining and submitting any applications, reports, notices or other documentation related to the System required by the FCC Rules; and (� Providing for appropriate office recordkeeping, bookkeeping and internal accounting services and arranging for and/or overseeing outside accounting services. 2.2 Control. The parties understand that discretion, control over and responsibility for the Licensed Operations shall remain vested in Licensee. Licensee will supervise Motorola's activities and will retain control over the Licensed Operations as required under applicable FCC rules and regulations. It is the intention of the parties hereto that this Agreement will not diminish any of Licensee's duties and/or responsibilities as an FCC licensee. 2.3 Consolidation. In arranging for the provision of goods and services to Licensee, including, without limitation, the services referred to in Section 2.1 hereof, Motorola may make arrangements to consolidate the purchase of such goods and services with purchases for other 700 and 800 MHz systems owned, operated or managed by Motorola or its affiliates; provided that all such purchases are on terms no less favorable than could be obtained by Motorola for Licensee on an unconsolidated basis. 2.4 Exnenses. Licensee and Motorola agree that Motorola shall be responsible for all fees and expenses arising from day-to-day operation and maintenance of the System. As part of this day-to-day system maintenance, Motorola shall maintain, repair and replace existing equipment to the extent necessary to satisfy system performance standards required under the State Contract. Collectively, all of these fees and expenditures referred to in this subsection are the "Ex ep nses" of the System. 2.5 System Expansions or Un�rades. (a) The parties hereto acknowledge that, during the term of this Agreement, Motorola may recommend expansions of or upgrades to the Licensed Operations, the Wide-Area Network or their capabilities and equipment (including additional licenses, equipment and software related thereto). Motorola shall advise Licensee of such proposed expansions or upgrades at the periodic meetings of the User Group, of which Licensee is a member and whose meeting Motorola is hereby authorized to attend. User Group recommendations will be considered by the Oversight Committee, which will have final authority to approve or reject implementation of proposed expansions or upgrades. Licensee will be responsible for the costs to upgrade its equipment and software to s-2o-os 3