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

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Communications System Agreement I (No ESS) Motorola, Inc. ("Motorola") and City of Decatur ("Customer") enter into this "AgreemenY', pursuant to which Customer will purchase and Motorola will sell the System, as described below. Motorola and Customer may be referred to individually as a "Party" and collectively as the "Parties." For good and valuable consideration, the Parties agree as follows: Section 1 EXHIBITS The exhibits listed below are incorporated into and made a part of this Agreement. In interpreting this Agreement and resolving any ambiguities, the main body of this Agreement takes precedence over the exhibits and any inconsistency between Exhibits A through E will be resolved in their listed order. Exhibit A Motorola "Software License AgreemenY' Exhibit B "Payment Schedule" Exhibit C "Technical and Implementation Documents" C-1 "System Description" dated May 6, 2008 C-2 "Equipment LisY' dated May 6, 2008 C-3 "Statement of Work" dated May 6, 2008 C-4 "Acceptance Test Plan" or"ATP" dated May 6, 2008 C-5 "Performance Schedule" dated May 6, 2008 Exhibit D Intentionally Struck Exhibit E "System Acceptance Certificate" Section 2 DEFINITIONS Capitalized terms used in this Agreement have the following meanings: 2.1. "Acceptance Tests" means those tests described in the Acceptance Test Plan. 2.2. "Beneficial Use" means when Customer first uses the System or a Subsystem for operational purposes (excluding training or testing). 2.3. "Confidential information" means any information that is disclosed in written, graphic, verbal, or machine-recognizable form, and is marked, designated, or identified at the time of disclosure as being confidential or its equivalent; or if the information is in verbal form, it is identified as confidential at the time of disclosure and is confirmed in writing within thirty (30) days of the disclosure. Confidential Information does not include any information that: is or becomes publicly known through no wrongful act of the receiving Party; is already known to the receiving Party without restriction when it is disclosed; is or becomes, rightfully and without breach of this Agreement, in the receiving Party's possession without any obl:gation restricting disclosure; is independently developed by the receiving Party without breach of this Agreement; or is explicitly approved for release by written authorization of the disclosing Party. 2.4. "Contract Price" means the price for the System, excluding applicable sales or similar taxes and freight charges. 2.5. "Effective Date" means that date upon which the last Party executes this Agreement. 2.6. "EquipmenY' means the equipment that Customer purchases from Motorola under this Agreement. Equipment that is part of the System is described in the Equipment List. 2.7. "Force Majeure" means an event, circumstance, or act of a third party that is beyond a Party's reasonable control (e.g., an act of God, an act of the public enemy, an act of a government entity, strikes or other labor disturbances, hurricanes, earthquakes, fires, floods, epidemics, embargoes, war, and riots). CSA.NoESS.F I NAL.4-8-08 1 Motorola Contract No.08-17033/LF