55A - RESO AND AGMT - 800MHZ RADIO SYS

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"Separation Event "), Motorola may, without the prior written consent of the other Party and at no additional cost to Motorola, assign this Agreement such that it will continue to benefit the Separated Business and its affiliates (and Motorola and its affiliates, to the extent applicable) following the Separation Event, Motorola shall provide Customer reasonable written notice of a Separation Event. 14.3 Waiver. No term or provision of this Agreement shall be deemed waived and no breach excused, unless such waiver of consent shall be in writing and signed by the Party claimed to have waived or consented. Any consent by any Party to, or waiver of or excuse for any other different or subsequent breach. 14.4 Validity. The invalidity in whole or in part of any provision of this Agreement as mutually agreed to by the Parties, or as adjudicated by a court of competent jurisdiction, does not void or affect the validity of any other provision of this Agreement, 14.5 Independent Contractors. Nothing contained in this Agreement shall be construed as creating the relationship of employer /employee or principal /agent. 14.6 Governing Law. The formation, interpretation, and performance of this Agreement shall be governed by the laws of the State of California, provided that no provision of this . Agreement shall be interpreted for or against a Party because that Party or its legal representative drafted such provision, and this Agreement shall be construed as if jointly prepared by the Parties. No lawsuit pertaining to any matter arising under or growing out of this Agreement shall be instituted in any state other than California, Any legal proceeding with respect to this Agreement shall be tiled in the appropriate Court of the State of California in Orange County, California consistent with Section 10.4, above. 14.7 Notices. Notices required under this Agreement to be given by one party to the other must be in writing and either delivered in person or sent to the address shown below by certified mail, rettoin receipt requested and postage prepaid (or by a recognized courier service with an asset tracking system, such as Federal Express, UPS, or DHL), or by facsimile with correct answerback received, and shall be effective upon receipt: Motorola.Ine. Attn: County Attn: flax: fax: 14.8 FCC Licenses. Customer will obtain and comply with all Federal Communications Commission ( "FCC ") licenses and authorizations required for the installation, operation and use for any system before the scheduled installation of 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. City of Santa Ana MCC7500 P25 Dispatch Migration and subscribers 02 April 2015 Use or disclosure of this proposal Is subject to the restrictlons on the cover page. Motorola Solutions Confidential Restrirted Terms and Conditions 8 -29 55A -161