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

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substantial compliance with all applicable laws and FCC Rules. Similarly, Licensee agrees to comply with all applicable laws and FCC Rules. 4.5 A�reement. In the event that the FCC determines that any provision of this Agreement, or the relationship between Motorola and Licensee created hereby, , violates any applicable FCC Rules, the parties hereto shall immediately make good faith I and diligent efforts to bring this Agreement or such relationship into compliance with � such FCC Rules, and any applicable FCC order relating thereto, subject to the provisions I of Section 13.10 hereof. 5. USER FEES Motorola shall assess initial fees for Users of the System ("User Fees") according to the rate schedule attached as Attachment A to the current form of User Agreement. Motorola may revise User fees from time to time as provided in the applicable User Agreement. All User Fees will be paid directly to Motorola by the Users, pursuant to agreements between Motorola and each User of the System. 6. MANAGEMENT FEE Motorola shall be entitled to a fee for management of the Licensed Operations (the "Mana�ement Fee") equal to the excess of total gross revenues of the System less all Expenses (as defined in Section 2.4) paid or incurred by Motorola on behalf of or otherwise allocated to the System and/or the Licensed Operations during the term of the Agreement. 7. TERM; RENEWAL 7.1 Term; Renewal. Except as provided in Sections 7.2 and 7.3 hereof, the term of this Agreement shall commence upon the Effective Date and shall remain in full force and effect for a period of one (1) year from the Effective Date ("Initial Term"). After the Initial Term, this Agreement shall renew automatically on the same terms and conditions set forth herein unless otherwise amended by the parties hereto, for additional one (1) year periods, unless either party notifies the other party in writing of its intent not to renew at least ninety (90) days prior to the end of the then current term. Notwithstanding anything contained herein to the contrary, in the event that the State Contract expires, is cancelled, or is terminated, this Agreement shall terminate on the same date. 7.2 Termination by Breach. (a) In the event of material breach of the Agreement by Motorola, and Motorola's failure to cure the breach within ninety (90) days of Motorola's receipt of written notice from Licensee regarding such breach, Licensee may elect to terminate the Agreement. Such termination will be effective 30 days after Motorola's receipt of a second written notice from Licensee expressing its intent to terminate the Agreement. 5-2o-os 6