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

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(c) To the extent reguired by the State Contract, all Expenses incurred by Motorola and allocated to the Licensed Operations shall be accounied for by Motorola, including without limitation any Management Fee (hereinafter defined in Section 6). 3.2 Exclusive Agent. Subject to Section 3.1 hereof, Motorola shall act as Licensee's exclusive agent with respect to operating the System and providing service to Users. Motorola's agency authority includes without limitation the authority to enter into new written agreements with additional Users, as required by FCC Rule, 47 C.F.R. § 90.179(d), for the purpose of sharing the Licensed Operations with Licensee on a cost shared basis. It is understood that nothing herein shall prevent Motorola from selling mobile equipment, maintenance or other services on such equipment to Users who may utilize capacity on the System. 3.3 Customer Loading and System Construction. Subject to the provisioris of Section 3.1(a) hereof, the parties hereto shall cooperate with respect to the future use of the System by Users and the loading of Users on the System and any expansions thereof as provided for herein. Licensee shall take all reasonable steps necessary to assist Motorola in accomplishing these activities with respect to the Licensed Operations. 4. FCC MATTERS 4.1 Control. Licensee is the holder of the Licenses to provide the Licensed Operations. As required under applicable FCC Rules, Licensee shall supervise Motorola's activities and exercise control thereof over the Licensed Operations. It is expressly agreed and understood that nothing in this Agreement is intended to or will constitute a transfer of"control" (as defined in the FCC Rules and decisions of the FCC) of any of the Licenses from Licensee to Motorola or to any other person. 4.2 Renorts. Licensee will prepare, maintain and submit, as applicable, in accordance with FCC rules and regulations, all applications, reports, notices and/or other documentation required to provide the Licensed Operations. Motorola shall assist Licensee in preparing maintaining and submitting any such applications, reports, notices and other documentation. 4.3 Authorizations. Licensee, with Motorola's assistance, shall be responsible for obtaining any licenses or other authorizations required by the FCC to provide the Licensed Operations and approved expansions thereto. With Motorola's assistance, Licensee shall also be responsible for complying with the FCC Rules and with the rules and regulations of any federal, state or local regulatory agency with jurisdiction over Licensee and the Licensed Operations. Licensee shall provide notice to Motorola of any FCC correspondence or inquiries on matters that relate to the Licenses, the Licensed Operations, or System within ten (10) days of Licensee's receipt of same. 4.4 Compliance. Motorola shall be responsible for assuring that all work performed and required of Motorola, as set forth under this Agreement shall be in 5-20-08 5