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

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proposals, and understandings, whether written or oral, relating to the subject matter. This Agreement may be amended or modified only by a written instrument signed by authorized representatives of both Parties. The preprinted terms and conditions found on any Customer purchase order, acknowledgment or other form wi�i not be considered an amendment or modification of this Agreement, even if a representative of each Party signs that document. 16.9. NOTICES. Notices required under this Agreement to be given by one Party to the other must be in writing and either delivered personally or sent to the address shown below by certified mail, return receipt requested and postage prepaid (or by a recognized courier service, such as Federal Express, UPS, or DHL), or by facsimile with correct answerback received, and will be effective upon receipt: Motorola, Inc. City of Decatur Attn: Lynn Fradkin, Esq. Attn:Deputy Chief, Administration/Personnel 1301 East Algonquin Road, SH5 333 South Franklin Street Schaumburg, IL 60196 Decatur, IL 62523 Fax: (847) 576-0721 Fax: (217)424-2766 16.10. COMPLIANCE WITH APPLICABLE LAWS. Each Party will comply with all applicable federal, state, and local laws, regulations and rules concerning the performance of this Agreement or use of the System. Customer will obtain and comply with all Federal Communications Commission ("FCC") licenses and authorizations required for the installation, operation and use of the System before the scheduled installation of the Equipment. Although Motorola might assist Customer in the preparation of its FCC license applications, neither Motorola nor any of its employees is an agent or representative of Customer in FCC or other matters. 16.11. AUTHORITY TO EXECUTE AGREEMENT. Each Party represents that it has obtained all necessary approvals, consents and authorizations to enter into this Agreement and to perform its duties under this Agreement; the person executing this Agreement on its behalf has the authority to do so; upon execution and delivery of this Agreement by the Parties, it is a valid and binding contract, enforceable in accordance with its terms; and the execution, delivery, and performance of this Agreement does not violate any bylaw, charter, regulation, law or any other governing authority of the Party. 16.12. SURVIVAL OF TERMS. The following provisions shall survive the expiration or termination of � this Agreement for any reason: Section 3.6 (Motorola Software); Section 3.7 (Non-Motorola Software); if � any payment obligations exist, Sections 5.1 and 5.2 (Contract Price and Invoicing and Payment); �I Subsection 9.7 (Disclaimer of Implied Warranties); Section 11 (Disputes); Section 14 (Limitation of Liability); and Section 15 (Confidentiality and Proprietary Rights); and all of the General provisions in Section 16. � The Parties hereby enter into this Agreement as of the Effective Date. �I Motorola, Inc. City of Decatur I By: \ By. � / Name: � � Name: Michae T. arrz a Title: Sd� cJ Title: Ma or Date: zao Date: June 16 2 0 Q 8 ATT�' � � � � �� city c� � CSA.NoESS.FI NAL.4-8-OS 10 Motorola Contract No.08-17033/LF