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

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maintain compatibility with the Wide-Area Network. Licensee shall cooperate with ' Motorola to implement the expansion or upgrade, including applying for any necessary FCC or other overnmental authorizations or ermits. g P (b) The parties hereto acknowledge that, during the term of this Agreement, � ' Licensee ma recommend ex ansions of or u rades to the Licensed O erations, the I Y P P� P Wide-Area Network or their ca abilities and e ui ment includin additional licenses, !, P 9 P � g ' equipment and software related thereto). Licensee shall advise Motorola 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. II Licensee will be responsible for the costs to upgrade its equipment and software to i maintain compatibility with the Wide-Area Network. Licensee shall cooperate with ', Motorola to implement the expansion or upgrade, including applying for any necessary FCC or other governmental authorizations or permits. 3. WIDE-AREA NETWORK; EXLUSIVE AGENT; COOPERATION 3.1 Wide-Area Network. (a) Licensee acknowledges that Motorola desires to incorporate the Licensed Operations into the Wide-Area Network (also called the System) to be managed and operated by Motorola and to install additional Users on the System who are eligible, or may become eligible in the future, to utilize the System pursuant to the FCC Rules, provided, however, that any such additional User is a Public Safety eligible as defined by the FCC's Rules or is otherwise allowed to utilize the System by the FCC and any other federal, state, county, municipal or other governmental authority having jurisdiction over Licensee or the System. Licensee understands that numerous entities, including, without limitation, public safety users and special emergency users, will utilize the Wide-Area Network. Licensee agrees to allow Motorola to take such actions upon receipt of the necessary regulatory approvals from the FCC and from any other federal, state, county, municipal or other governmental authority having jurisdiction over Licensee or the System, to allow Motorola to incorporate the Licensed Operations into the System. Accordingly, Licensee agrees to share the Licensed Operations with current and future licensees on the System in accordance with Section 90.179 of the FCC's Rules, 47 C.F.R. § 90.179. (b) Provided that the necessary regulatory approvals are secured from the FCC and from any other federal, state or other governmental authority having jurisdiction over Licensee or the System, Licensee grants Motorola the right to (i) combine the channels of Licensee's Licensed Operations with other channels of the System, and (ii) connect Licensee's channels into the System, if Motorola so chooses. To the extent necessary or appropriate to facilitate or implement Motorola's management and operation of the System, Licensee will cooperate in the execution of any other agreements as Motorola from time to time may reasonably request. s-20-os 4