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obtained sufficient to make all ARC payments during the Term and represents that it has sufficient appropriations or other funds available to pay all amounts due hereunder for the current fiscal period. Further, Customer will do all things lawfully within its power to obtain, maintain and properly request and pursue funds from which the payment for Services may be made. Customer represents that any Equipment provided will only be used for one or more authorized governmental or proprietary functions essential to its proper, efficient and economic operation. Customer certifies that the statements made and information provided in Exhibits D, E, Fand G (Statement of Essential Use /Source of Funds; Resolution, Certificate of Incumbency; and Opinion of Counsel) are true and accurate. 8.4 Taxes Customer will pay Motorola all taxes, fees, and assessments that may be imposed by any governmental entity or taxing authority on or relating to the Services (including any annual rental charges or other periodic payments included therein), whether imposed on Motorola or Customer, including all license and registration fees, environmental fees, and all sales, use, and personal property taxes, and any penalties, fines and interest thereon. If Customer is required by law or administrative practice to make any report or return with respect to personal property taxes and such report or return includes assets owned by Motorola, Customer will promptly give Motorola notice and cooperate with Motorola at Customer's expense to ensure that such action is properly made and Motorola's interests are accurately reflected. Motorola and Customer shall cooperate at Customer's expense to minimize the total taxes paid by either Party. 8.5 Records Both Parties shall maintain records and books in the normal course of its business. 9. TERM AND TERMINATION. 9.1 Term This Agreement will become effective as of the Effective Date and will continue for a period of eighteen (18) years ( "Term "), unless earlier terminated, or renewed or extended, as provided for herein. The Term may be extended by written agreement. 9.2 Termination for Cause 9.2.1 Customer Customer may terminate this Agreement, in whole or in part, upon providing written notice to Motorola in accordance with Section 17.5 (Notices) below, if Motorola: (i) commits any material breach of this Agreement that is curable by Motorola and Motorola fails to cure such breach or present a cure plan within sixty (60) days after Motorola's receipt of notice of breach; (ii) commits a material breach of this Agreement that, by agreement of the Parties, is not capable of being cured. Termination of this Agreement for cause will automatically and simultaneously terminate any software license agreements provided by Motorola, including third party software licenses. Upon termination, Customer shall: (i) pay for any fees earned by Motorola for Services actually performed through the date of termination; (ii) pay for any Termination Charges set forth in Exhibit C; (iii) comply with any termination obligations set forth in the SOW, if any; and (iv) unless otherwise mutually agreed whereas Customer shall take title to the Equipment, return Equipment to Motorola or its agent within 30 days of termination. Motorola Solutions, Inc. Device Management Agreement- Confidential 10/14/14 Page 7 Attachment number 1 G -2 Page 329