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16.3 WAIVER. Failure or delay by either Party to exercise a right or power under this Agreement will <br /> not be a waiver of the right or power. For a waiver of a right or power to be effective, it must be in a <br /> writing signed by the waiving Party. An effective waiver of a right or power will not be construed as either <br /> a future or continuing waiver of that same right or power, or the waiver of any other right or power. <br /> 16.4. SEVERABILITY. If a court of competent jurisdiction renders any part of this Agreement invalid or <br /> unenforceable, that part will be severed and the remainder of this Agreement will continue in full force and <br /> effect. <br /> 16.5. INDEPENDENT CONTRACTORS. Each Party will perform its duties under this Agreement as an <br /> independent contractor. The Parties and their personnel will not be considered to be employees or <br /> agents of the other Party. Nothing in this Agreement will be interpreted as granting either Party the right <br /> or authority to make commitments of any kind for the other. This Agreement will not constitute, create, or <br /> be interpreted as a joint venture, partnership or formal business organization of any kind. <br /> 16.6. HEADINGS AND SECTION REFERENCES. The section headings in this Agreement are <br /> inserted only for convenience and are not to be construed as part of this Agreement or as a limitation of <br /> the scope of the particular section to which the heading refers. This Agreement will be fairly interpreted in <br /> accordance with its terms and conditions and not for or against either Party. <br /> 16.7. ENTIRE AGREEMENT. This Agreement, including all Exhibits, constitutes the entire agreement <br /> of the Parties regarding the subject matter of the Agreement and supersedes all previous agreements, <br /> proposals, and understandings, whether written or oral, relating to this subject matter. This Agreement <br /> may be executed in multiple counterparts, each of which shall be an original and all of which shall <br /> constitute one and the same instrument. A facsimile copy or computer image, such as a PDF or tiff <br /> image, of a signature shall be treated as and shall have the same effect as an original signature. In <br /> addition, a true and correct facsimile copy or computer image of this Agreement shall be treated as and <br /> shall have the same effect as an original signed copy of this document. This Agreement may be <br /> amended or modified only by a written instrument signed by authorized representatives of both Parties. <br /> The preprinted terms and conditions found on any Customer purchase order, acknowledgment or other <br /> form will not be considered an amendment or modification of this Agreement, even if a representative of <br /> each Party signs that document. <br /> 16.8. NOTICES. Notices reg6ired under this Agreement to be given by one Party to the other must be <br /> in writing and either personally delivered or sent to the address shown below by certified mail, return <br /> receipt requested and postage prepaid (or by a recognized courier service, such as Federal Express, <br /> UPS, or DHL), or by facsimile with correct answerback received, and will be effective upon receipt: <br /> Motorola Solutions, Inc. Customer <br /> Attn: Christine Binotti, Commercial Counsel Attn: Orange County Emergency Services Director <br /> 1303 E. Algonquin Rd. P.O. Box 8181 <br /> Schaumburg, IL 60196 Orange County, NC <br /> fax: 847-576-0721 fax: (919)732-8160 <br /> 16.9. COMPLIANCE WITH APPLICABLE LAWS. Each Party will comply with all applicable federal, <br /> state,and local laws, regulations and rules concerning the performance of this Agreement or use of the <br /> System. Customer will obtain and comply with all Federal Communications Commission ("FCC') licenses <br /> and authorizations required for the installation, operation and use of the System before the scheduled <br /> installation of the Equipment. Although Motorola might assist Customer in the preparation of its FCC <br /> license applications, neither Motorola nor any of its employees is an agent or representative of Customer <br /> in FCC or other matters. <br /> 16.10. AUTHORITY TO EXECUTE AGREEMENT. Each Party represents that it has obtained all <br /> necessary approvals, consents and authorizations to enter into this Agreement and to perform its duties <br /> under this Agreement; the person executing this Agreement on its behalf has the authority to do so; upon <br /> execution and delivery of this Agreement by the Parties, it is a valid and binding contract, enforceable in <br /> OrangeCountyNC.CSA.521.13 12 <br /> Motorola Contract No.79894/CB <br />