HomeMy WebLinkAboutNEXTEL SOUTH CORP FREQUENCY RECONFIGURATION AGREEMENT
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CONFIDENTIAL
FREQUENCY RECONFIGURA TION AGREEMENT
lvi-THIS QUENCY REr90NFIGURATION AGREEMENT (this "Agreement") is made as of this
1. (Pl- day of '\ , 2006" ("Effective Date"), by and between Augusta Richmond County
Consolidated vernment, a political subdivision of the state of Georgia ("Incumbent"), and Nextel
South Corp. ("Nextel"), a wholly owned indirect subsidiary of Sprint Nextel Corporation, a Kansas
corporation (each is referred to in this Agreement as a "Party" and collectively as the "Parties").
RECITALS
A. On August 6, 2004, the Federal Communications Commission ("FCC") issued a Report and
Order that modified its rules governing the 800 MHz band. The purpose of the Order was to
reconfigure the 800 MHz band to minimize harmful interference to public safety radio
communications systems in the band ("Reconfiguration").
B. On December 22, 2004, the FCC issued a Supplemental Order and Order on Reconsideration.
The August 6, 2004 and December 22, 2004 FCC orders, and any supplemental FCC Orders
in the Reconfiguration proceeding or subsequent actions after the date of this Agreement, are
collectively referred to as the "Order."
C.
Pursuant to the Order, Incumbent and Nextel are licensed on frequency allocations subject to
Reconfiguration.
D. Pursuant to the Order, Nextel will pay Incumbent an amount to effect a Reconfiguration of
Incumbent's affected frequency allocations ("Reconfiguration Cost"). Incumbent will certify
to the Transition Administrator appointed pursuant to the Order (the "Transition
Administrator") that the Reconfiguration Cost is the minimum amount necessary to provide
comparable facilities.
E. The Parties acknowledge that the Reconfiguration Costs for Incumbent's infrastructure will
be agreed upon after the Effective Date, such agreement to be documented by an amendment
in accordance with the terms of this Agreement.
FOR GOOD AND V ALUABLE CONSIDERATION, THE RECEIPT OF WHICH IS HEREBY
ACKNOWLEDGED, THE PARTIES AGREE AS FOLLOWS:
AGREEMENT
1. Freauencies to be Reconfie:ured: Incumbent is the licensee under the licensees) granted by
the FCC identified in Schedule A (the "Incumbent Licenses") for the operation of certain 800 MHz
frequencies at the locations identified on Schedule A (the "Incumbent Frequencies"). Nextel, including its
subsidiaries or affiliates, is the licensee under licensees) granted by the FCC (the ''Nextel Licenses") for the
operation of Specialized Mobile Radio ("SMR") systems on the frequencies and at the locations identified
in Schedule B (the "Replacement Frequencies"). Pursuant to the Order, Incumbent must relinquish the
Incumbent Frequencies and relocate its system to the Replacement Frequencies. The Incumbent
Frequencies as identified on Schedule A and the Replacement Frequencies as identified on Schedule B
may be amended prior to the Closing Date (as defined below) once the Reconfiguration Costs for
Incumbent's infrastructure are determined.
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2. Freauencv Reconfie:uration Process:
(a) On or before the Closing Date (as defined below) (i) Nextel or Incumbent will cause the
modification of the Incumbent Licenses to add the Replacement Frequencies or Nextel will cause the
creation of a new FCC license for Incumbent that includes the Replacement Frequencies; (ii) Incumbent will
cause the assignment of the Incumbent Frequencies to Nextel or will cause the deletion of the Incumbent
Frequencies from the Incumbent Licenses following Reconfiguration of Incumbent's system; and (iii)
Nextel will cause the modification and/or cancellation of the FCC licenses it holds for the operation of 800
MHz frequencies that are co-channels of the Replacement Frequencies, to the extent required to meet the
technical short-spacing requirements of Section 90.621(b) of the FCC's Rules, 47 C.F.R. S 90.621(b), as
such rule may be amended from time to time by the FCC.
(b) The Parties agree that Nextel and the Incumbent (as appropriate)will make the FCC assignment
filings for the Replacement Frequencies on a future date to be determined by the Parties through mutual
agreement, as provided in Section 5. The Parties agree to notify Nextel and the Incumbent (as
appropriate) of the FCC assignment filings in accordance with the Notice provision of this Agreement..
3. Reconfie:uration Costs:
(a) Acknowledgement of Obligations. Incumbent agrees that:
(i) the cost estimate set forth in Schedule C (the "Cost Estimate"), and the equipment as
identified in Schedule D may be amended prior to the Closing Date in accordance with Section 8 (Changes)
and Section 25 (Amendment) to reflect the addition of costs and equipment associated with the
reconfiguration of Incumbent's infrastructure; and
(ii) after all of the work contemplated by the Cost Estimate and Schedule D, as amended,
has been performed in accordance with this Agreement and Nextel has paid all amounts required by this
Agreement, the Incumbent's reconfigured system shall be deemed for all purposes of the Order to be
"comparable" to Incumbent's existing system prior to Reconfiguration, and Nextel shall be deemed to have
satisfied its obligations under the Order to pay the cost of relocating Incumbent's system from the
Incumbent Frequencies to the Replacement Frequencies.
(b) Payment Terms. In order to facilitate the Incumbent's transition to the Replacement
Frequencies, Nextel will pay the costs incurred to reconfigure Incumbent's system in an amount not to
exceed the Cost Estimate except as modified pursuant to Section 3(b )(iii) and Section 8 of this
Agreement, Nextel will pay the amount of the Cost Estimate in accordance with the payment terms
identified on Schedule C and as set forth below for both payments made directly to Incumbent and
payments made on behalf of Incumbent directly to each third party service vendor identified on the Cost
Estimate ("Vendor"). In addition to any items on Schedule C, Motorola, Inc. ("Motorola") will be
providing Incumbent the equipment specifically identified on Schedule D as "Motorola Schedule D
Equipment" (the "Motorola Schedule D Equipment"). Incumbent will enter into a purchase commitment
with Motorola for the Motorola Schedule D Equipment and any Motorola items listed on Schedule C
within thirty (30) business days from the Effective Date. Nextel and Motorola have entered into an
agreement enabling Nextel to pay for the Motorola Schedule D Equipment. Nextel will make payments
directly to Motorola on behalf of Incumbent for the Motorola Schedule D Equipment and will make
payments to Motorola as a "Vendor," as that term is used in this Agreement, for all Motorola costs
identified on Schedule C. In order for Nextel to make payments to Motorola for the Motorola Schedule D
Equipment, Incumbent will fax to Nextel a bill of lading associated with each shipment of Motorola
Schedule D Equipment signed by an authorized representative ofIncumbent acknowledging receipt of the
Motorola Schedule D Equipment in good working order. Incumbent will be required to follow all Vendor
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related procedures identified in this Agreement for all Motorola Services and other Motorola costs
identified on Schedule C.
(i) Prior to the Closing Date, Incumbent will submit to Nextel documentation (including
without limitation invoices, receipts, and timesheets or equivalent documentation) demonstrating the
actual costs that Incumbent reasonably incurred or paid to other entities to reconfigure Incumbent's
system ("Actual Costs"). Upon receipt by Nextel of documentation of the Actual Costs, Nextel and
Incumbent will reconcile the Actual Costs against the payments made by Nextel to Incumbent, Vendor(s)
and Motorola (for Motorola Services and/or other Motorola costs identified on Schedule C) (the
"Reconciliation"). The Reconciliation Statement will identify what the Parties agree upon as the amount
of any additional payments (subject to Section 8) due to Incumbent, Vendor(s) and Motorola (for
Motorola Services and/or other Motorola costs identified on Schedule C) or any refunds due to Nextel.
The date of receipt by Nextel of the Reconciliation Statement signed by Incumbent and Incumbent's
counsel is the "Reconciliation Date." Should the Parties be unable to agree upon the amount of the
additional payments, the Parties shall follow the dispute resolution procedures detailed in the FCC Order.
(ii) Any additional payments due to Incumbent from Nextel will be disbursed to
Incumbent within thirty (30) days of the Reconciliation Date, provided the additional payments do not
result from Actual Costs that exceed the Cost Estimate (in which case the provisions of Section 3(b )(iii)
of this Agreement will apply). Any refunds due from the Incumbent to Nextel will be made within thirty
(30) days of the Reconciliation Date.
(iii) In the event Incumbent's Actual Costs exceed the Cost Estimate, Incumbent must submit a
Change Notice pursuant to Section 8 of this Agreement describing the change in scope of work that
resulted in Incumbent's Actual Costs exceeding the Cost Estimate. Approval of any Change Notice will
not be automatic but will be processed in accordance with Section 8 of this Agreement. Additional
payments due to Incumbent, Vendor(s) or Motorola (for Motorola Services and/ or other Motorola costs
identified on Schedule C), which result from an excess of Actual Costs over the Cost Estimate, as agreed
on the Reconciliation Date, will be disbursed to Incumbent, Vendor or Motorola (for Motorola Services
and/ or other Motorola costs identified on Schedule C) within thirty (30) days of execution by the Parties
of the Amendment documenting the approved changes from such Change Notice.
(iv) Prior to the Closing Date, Nextel will pay on behalf of itself and Incumbent, both
Parties' applicable sales and transfer taxes, if any, and all FCC fees in connection with the preparation
and filing of the necessary FCC applications for the assignment(s) described in Section 2 of this
Agreement.
4. Reconfie:uration EauiDment. If needed in order to facilitate the Incumbent's transition to
the Replacement Frequencies, Nextel will loan any equipment identified in Schedule D as "Loaned
Reconfiguration Equipment" and/or will provide any equipment identified in Schedule D as
"Replacement Equipment". The Loaned Reconfiguration Equipment and Nextel Replacement Equipment
may be referred to collectively as the ''Nextel Schedule D Equipment". Nextel will deliver any Nextel
Schedule D Equipment to Incumbent in accordance with Schedule D. Incumbent will fax to Nextel a bill
of lading associated with each shipment of Nextel Schedule D Equipment signed by an authorized
representative ofIncumbent acknowledging receipt of the Nextel Schedule D Equipment in good working
order. Any Loaned Reconfiguration Equipment will be returned to Nextel by Incumbent prior to the
Reconciliation Date.
5. Retunine: CooDeration: The Parties acknowledge that the number of frequencies and
locations covered by this Agreement will require the Parties to cooperate closely in performing their
respective reconfiguration activities. The Parties agree that: (i) as of the Effective Date, the Incumbent
may begin the reconfiguration of its subscriber units, in accordance with the appropriate sections of
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Schedule C and Schedule D, (ii) Incumbent may commence such other activities associated with the
reconfiguration of its system as further detailed on Schedule C as of the Effective Date; and (iii) the
Parties will agree on a schedule to make the FCC filings, clear the Replacement Frequencies and
decommission the Incumbent Frequencies (the "Schedule"). Depending on the timing of the adoption of
this Schedule, it may require the submission of a Change Notice in accordance with Section 8 and/or an
Amendment to this Agreement, but in any event the Parties agree to adopt the Schedule no later than: (i)
sixty (60) days from the Effective Date of this Agreement, or (ii) pursuant to a Schedule agreed upon at a
TA scheduled "Implementation Planning Session" that includes the Incumbent's system, provided the
Implementation Planning Session has been scheduled by the T A prior to the expiration of 60 days from
the Effective Date of this Agreement (provided, however, in the event the Implementation Planning
Session is not scheduled within the expiration of sixty (60) days from the Effective Date of this
Agreement, this subsection (ii) option will be preserved and the Parties will negotiate an Amendment to
this Agreement pursuant to Section 8 herein), or (iii) such other date as the FCC may require.
Notwithstanding the aforementioned, in the event the completion date in the Schedule for clearing the
Replacement Frequencies and/or decommissioning the Incumbent Frequencies extends beyond the
completion date for such task(s) in Incumbent's proposed implementation timetable (as submitted by
Incumbent to the FCC in accordance with the Order), the completion date(s) in the Schedule may be
subject to FCC approval. If by the end of the Scheduling Period, no agreement on the Schedule has been
reached by the Parties, the Parties will jointly seek resolution in accordance with the dispute resolution
provisions of the Order, including dispute resolution procedures adopted by the Transition Administrator;
as they may be amended from time to time. Nothing in this Section shall prohibit the Incumbent from
beginning work immediately on replacement of the subscriber units and/or subscriber software
programming.
6. ReDresentations and Warranties: Each Party represents and warrants to the other as follows:
(i) it is duly organized, validly existing and in good standing under the laws of the state of its
incorporation;
(ii) this Agreement has been duly authorized and approved by all required organizational action
of the Party;
(iii) neither the execution and delivery of this Agreement nor the consummation of the
transactions contemplated by this Agreement will conflict with, or result in any material violation or
default under, any term of its articles of incorporation, by-laws or other organizational documents or any
agreement, mortgage, indenture, license, permit, lease, encumbrance or other instrument, judgment,
decree, order, law or regulation by which it is bound;
(iv) it is the lawful and exclusive FCC licensee of its respective licensees) described in this
Agreement, such licenses are valid and in good standing with the FCC, and it has the authority to request the
FCC to assign, modify or cancel such licenses;
(v) there is no pending or threatened action or claim that would have the possible effect of
enjoining or preventing the consummation of this Agreement or awarding a third party damages on
account of this Agreement; and
(vi) to the best of its knowledge, all information provided to the other Party concerning the
transactions contemplated by this Agreement is true and complete.
All representations and warranties made in this Agreement shall survive the Closing Date (defined
below) for two (2) years.
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7. Covenants: From the Effective Date until the Closing Date (defined below), each Party will
promptly notify the other Party upon becoming aware of any pending or threatened action by the FCC or
any other governmental entity or third party to suspend, revoke, terminate or challenge any license described
in this Agreement or to investigate the construction, operation or loading of any system authorized under
such licenses. From the Effective Date until the Closing Date, Incumbent will not enter into any agreement
resulting in, or otherwise cause, the encumbrance of any license for the Incumbent Frequencies, and
Nextel will not enter into any agreement resulting in, or otherwise cause, the encumbrance of any of the
Replacement Frequencies.
8. Chanl!es: The Parties acknowledge that as the Reconfiguration of Incumbent's facilities
proceeds in accordance with the work contemplated by the Cost Estimate, the need for changes to the
scope of such work may arise. The Parties agree that their review of any such needed changes must be
performed expeditiously to keep the work on schedule and that they will provide sufficient staff to
manage changes. If either Party believes that a change to the work contemplated by the Cost Estimate is
required (including changes by Vendors and/or Motorola), such Party will promptly notify the other Party
in writing. Such written notice (the "Change Notice") shall set forth (i) a description of the scope of the
change to the work contemplated by the Cost Estimate believed to be necessary and (ii) an estimate of any
increase or decrease in the Cost Estimate and in the time required to reconfigure Incumbent's existing
facilities to operate on the Replacement Frequencies. A Party receiving a Change Notice shall
immediately perform its own analysis of the need for and scope of the change and its impact on the Cost
Estimate and schedule and negotiate the change in good faith with the other Party. After the Parties have
agreed upon a change to this Agreement, they shall prepare a proposed amendment to this Agreement
pursuant to Section 25 and submit to the Transition Administrator a copy of the proposed amendment
together with a written request for its approval. Such request shall be accompanied by reasonable
documentation supporting the need for and scope of the change and any proposed increase or decrease in
the Cost Estimate and in the time required to reconfigure Incumbent's existing facilities to operate on the
Replacement Frequencies. Incumbent is responsible for all unauthorized changes necessary as it relates
to work performed by a Vendor and/or Motorola on behalf of Incumbent. No change to the Cost
Estimate, the work contemplated by the Cost Estimate or the time required to reconfigure Incumbent's
existing facilities to operate on the Replacement Frequencies shall become effective until the Transition
Administrator has approved the change in writing and both Parties have signed an amendment
incorporating such approved change into this Agreement pursuant to Section 25. In this regard, in the
event that the Transition Administrator is unable to approve the proposed amendment within ten (10)
business days, then the deadline by which the Incumbent must clear all users from the Replacement
Frequencies, pursuant to Section 5, will be automatically extended by the number of days beyond ten (10
business days in which the Transition Administrator does not take final action to approve the proposed
amendment. Should the Transition Administrator not approve the proposed amendment, either Party may
appeal the decision consistent with the FCC Order, in which event the deadline in Section 5 will be
extended by the number of days it takes for such appeal to be resolved. If the Parties are unable to agree
on modification of this Agreement consistent with the Change Notice, either Party may request mediation
consistent with the FCC Order. Once mediation has been requested, the deadline in Section 5 will be
extended by the number of days it takes for all appeals to be resolved.
9. Closinl!: The closing ("Closing") of the transactions contemplated by this Agreement will
take place within thirty (30) days after (i) FCC approval of the assignment of the Incumbent Frequencies
to Nextel and/or deletion of the Incumbent Frequencies from the Incumbent Licenses, (ii) FCC approval
of the modification to add the Replacement Frequencies to the Incumbent Licenses with no material
conditions or the creation of a new license for Incumbent with no material conditions that includes the
Replacement Frequencies, (iii) notification by Incumbent to Nextel that the Incumbent Licenses have
been cleared of all Incumbent users pursuant to Section 5 of this Agreement, (iv) delivery by Incumbent
of all receipts, invoices and other documentation required to substantiate the Actual Cost and signing by
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Incumbent and Incumbent's counsel and delivery to Nextel of the Reconciliation Statement and other
documents required to complete the Reconciliation similar to those identified on Exhibit B, (v) FCC
approval of the modification and/or cancellation of the FCC licenses Nextel holds for the operation of800
MHz frequencies that are co-channels of the Replacement Frequencies, to the extent required to meet the
technical short-spacing requirements of Section 90.621(b) of the FCC's Rules, 47 C.F.R. S 90.621(b), as
such rule may be amended from time to time by the FCC, (vi) the refund to Nextel or payment to
Incumbent as described in Section 3(b )(ii), (if applicable); and (vii) the satisfaction of all other conditions
specified in this Agreement (the "Closing Date").
10. Closinl! Conditions: Performance of each Party's Closing obligations is subject to
satisfaction of the following conditions (except to the extent expressly waived in writing by the other
Party):
(a) the continued truth and accuracy of the other Party's representations and warranties set forth in
this Agreement;
(b) all of the covenants of the other Party described in this Agreement are performed in all material
respects; and
(c) execution and delivery by the other Party of Closing documents as well as any other Closing
instruments and documents either Party or its counsel may reasonably request. Incumbent will execute and
deliver to Nextel a closing certification required by the Transition Administrator.
(d) The Parties will cooperate in good faith and exercise their reasonable best efforts to finalize
and execute these instruments and documents on or prior to the Closing Date in order to effect the
Reconfiguration contemplated.
II. Review Ril!hts: Incumbent agrees to maintain records and other supporting evidence related
to the costs that Incumbent has expended in connection with the Reconfiguration contemplated by this
Agreement and that Nextel has paid or will pay to Incumbent pursuant to this Agreement. Incumbent
agrees to maintain such records and make them reasonably available to the Transition Administrator for
review or reproduction until eighteen (18) months after the date of Incumbent's executed Completion
Certification required by this Agreement or for a longer period if Incumbent, for its own purposes, retains
such records for a longer period of time. As used in this provision, "records" includes books, documents,
accounting procedures and practices and other data regardless of type and regardless of whether such
items are in written form, in the form of computer data or in any other form. Nextel shall be responsible
for all post-Closing audit expenses of the Incumbent, except those expenses resulting from fraudulent
activity on behalf of the Incumbent. To the extent that any post-Closing audit determines that Nextel paid
a third-party vendor more than provided for under the FCC Order, Nextel's sole remedy is to seek
reimbursement directly from the third-party vendor, unless such overpayment was the result of fraud or
negligence of the Incumbent.
12. Excluded Assets; No AssumDtion of Liabilities: Nothing in this Agreement should be
construed as a transfer or assignment from either Party to the other Party of any assets (including FCC
licenses) except as expressly set forth in this Agreement. Other than as expressly provided in this
Agreement, neither Party is obligated to assign and transfer to the other Party any asset, tangible or
intangible, nor is either Party entitled to assume any asset, tangible or intangible. Neither Party is assuming,
nor is either Party responsible for, any liabilities or obligations of the other Party arising out of or in
connection with the other Party's licenses (or related systems and facilities) that are the subject of this
Agreement.
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13. Confidentiality: The terms of this Agreement and any proprietary, non-public information
regarding the Incumbent Frequencies, Replacement Frequencies, Nextel's business and Incumbent's
business must be kept confidential by the Parties and their employees, shareholders, agents, attorneys and
accountants (collectively, "Agents"), which confidentiality will survive the Closing or termination ofthis
Agreement for a period oftwo (2) years. The Parties may make disclosures: (i) as required by law, (ii) to
the Transition Administrator, (iii) to a manufacturer of Replacement Equipment to allow for the
provisioning of that equipment to Incumbent (but only to the extent such disclosure specifically relates to
that manufacturers equipment as identified on Schedule D), and (iv) to a Vendor and/or Motorola (but
only to the extent such disclosure specifically relates to that Vendor's work and costs under this
Agreement (as identified on Schedule C) or Motorola's work and costs under this Agreement (as
identified on Schedule C and/or Schedule D) as required to perform obligations under this Agreement.
Nextel, Incumbent and their respective Agents may make disclosures regarding the terms of this
Agreement to other public safety licensees and their Agents in accordance with the FCC Order, WT
Docket No. 02-55, adopted January 8, 2007. Each Party will cause all of its Agents to honor the
provisions of this Section.
14. CooDeration: The Parties will cooperate with each other and the Transition Administrator
with respect to the Reconfiguration work contemplated by this Agreement. Without limiting the
foregoing obligations, the Parties agree to cooperate in the preparation of any applications required to be
filed with the FCC, and Incumbent agrees to provide reasonable access to its facilities so that the
Transition Administrator may comply with any audit obligations and so any Reconfiguration work
contemplated by this Agreement may be performed in accordance with the Cost Estimate and
performance schedule. If a Party is subject to a denial of FCC benefits for delinquent non-tax debts owed
to the FCC that would prevent or delay the timely processing of any FCC applications, such Party shall
cure such delinquency in an expeditious manner and at its sole expense.
15. Indemnification: From and after the Closing Date, each Party (the "Indemnifying Party")
will indemnify and defend the other Party, its officers, directors, employees and agents (collectively, the
"Indemnified Party"), from and against all third party demands, claims, actions, losses, damages,
liabilities, costs and expenses, including, without limitation, reasonable attorneys' fees and expenses
(collectively, "Costs"), asserted against, imposed upon or incurred by the Indemnified Party arising from
or related to: (i) any breach of any covenant, agreement, representation or warranty of the Indemnifying
Party contained in, or made pursuant to, this Agreement; or (ii) any and all liabilities (including successor
liabilities) or obligations relating to periods prior to the Closing Date resulting from the Indemnifying
Party's operation of the system operated pursuant to the Incumbent Licenses or the Nextel Licenses, as
applicable, or the ownership or use of those licenses or from the Indemnifying Party's employment, or
termination of employment, of its employees. The obligations under this Section survive the Closing for
a period ofthree (3) years.
16. DiSDutes: The Parties agree that any dispute related to the Replacement Frequencies,
Nextel's obligation to pay any cost of the Reconfiguration of Incumbent's system contemplated by this
Agreement, or the comparability of Incumbent's reconfigured system to Incumbent's existing system
prior to Reconfiguration, which is not resolved by mutual agreement, shall be resolved in accordance with
the dispute resolution provisions of the Order, including the dispute resolution procedures adopted by the
Transition Administrator, as they may be amended from time to time.
17. No Gratuities: No gift, gratuity, credit, thing of value or compensation of any kind shall be
offered or provided by Incumbent, directly or indirectly, to any officer, employee or official of either
Party for the purpose of improperly obtaining or rewarding favorable treatment under this Agreement.
18. Liens: If any liens or security interests attach to any ofIncumbent's facilities in favor of any
vendor or service provider that is performing any Reconfiguration work contemplated by this Agreement
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as a result of Nextel' s breach of any obligation to make direct payment (not in dispute) to such vendor or
services provider, Nextel upon receipt of Notice from Incumbent will cooperate to remove any Liens.
19. Vendor Performance Issues: Incumbent will select and contract directly with Motorola and
any vendor or service provider performing work required to reconfigure the Incumbent's existing
facilities to operate on the Replacement Frequencies. Neither the Transition Administrator nor Nextel will
be responsible for, or assume the risk of any failure of that Vendor or Motorola to perform its obligations
under any contract entered into between Incumbent and such Vendor or Motorola in connection with the
Reconfiguration contemplated by this Agreement. Notwithstanding the foregoing, in the event of
damaged Incumbent system equipment or an Incumbent system failure that occurs as a result of work
performed by Motorola under this Agreement to effect the Relocation, if such failure is deemed not to
provide comparable facilities (as determined by the Parties), Nextel will reimburse Incumbent (in an
amount as determined by the Parties) to provide comparable facilities, in the event Motorola chooses
pursuant to its agreement with Incumbent, to disclaim liability for such damaged Incumbent system
equipment or system failure, to charge additional sums for repair of such damaged Incumbent system
equipment or to refund the damaged Incumbent system equipment at its fair market value. Any damaged
Incumbent system equipment or Incumbent system failure claims related to this Section 19 must be
delivered by Incumbent to Nextel prior to the Reconciliation Date or Nextel's obligation to reimburse
Incumbent for all claims related to this Section and not delivered shall expire.
20. Motorola ReDlaced EauiDment:
(a) Since the reconfiguration of the Incumbent's existing facilities to operate on the
Replacement Frequencies involves the replacement of Incumbent's existing equipment ("Replaced
Equipment") with "Motorola Schedule D Equipment" (as identified on Schedule D), and since Incumbent
will order field implementation services for subscriber radios from Motorola ("Motorola Subscriber
Services") then Incumbent will return the equipment replaced by the Motorola Schedule D Equipment as
identified on Schedule D (the "Motorola Replaced Equipment") to Motorola in functional condition
(shipping fees to be paid by Nextel), prior to the Reconciliation Date.
(b) If Incumbent fails to return any item of the Motorola Replaced Equipment to Motorola in
functional condition, Incumbent must either: (i) return to Motorola those items of the Motorola Schedule
D Equipment that would have replaced the Motorola Replaced Equipment not returned, prior to the
Reconciliation Date; or (ii) in accordance with Incumbent's mutual agreement with Motorola, Incumbent
will make payment to Motorola for those items of the Motorola Schedule D Equipment that would have
replaced those items of the Motorola Replaced Equipment not returned (including tax (if any) and
shipping).
(c) During the term of the 90 day warranty for the software delivered in the flash-kits (which
would occur prior to Closing), in the event of flash-kit software failure, if such failure is deemed not
to provide comparable facilities (as determined by the Parties), Nextel will reimburse Incumbent in an
amount (as determined by the Parties) to provide comparable facilities, in the event Motorola chooses
pursuant to its agreement with Incumbent, to replace the software delivered in the flash-kits or refund its
fair market value.
21. Nextel ReDlaced EauiDment:
(a) If the reconfiguration of the Incumbent's existing facilities to operate on the Replacement
Frequencies involves the replacement of any ofIncumbent's existing equipment with equipment provided
by Nextel (as identified on Schedule D) or equipment the cost of which is being paid by Nextel pursuant
to this Agreement as listed in Schedule C (collectively the "Nextel Replacement Equipment"), then (i)
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title to the equipment replaced by the Nextel Replacement Equipment (the "Nextel Replaced Equipment")
as listed in Schedule D shall pass free and clear of liens and any other encumbrances to Nextel at such
time that Incumbent delivers the Nextel Replaced Equipment to Nextel's designated shipping agent, and
Incumbent shall execute such documentation as Nextel may reasonably request to transfer title to Nextel,
(ii) title to Nextel Replacement Equipment provided by Nextel will pass to Incumbent at Closing and
Nextel shall execute such documentation as Incumbent may reasonably request to transfer title to
Incumbent free and clear of liens; and (iii) Incumbent shall deliver the Replaced Equipment to Nextel at
Nextel's cost, pursuant to Nextel's shipment instructions, and prior to the Reconciliation Date.
(b) If Incumbent fails to return any item of the Nextel Replaced Equipment in functional
condition to Nextel, Incumbent must return to Nextel those items of the Nextel Replacement Equipment
that would have replaced the Nextel Replaced Equipment not returned, in new condition prior to the
Reconciliation Date. If Incumbent fails to return any item of the Nextel Replaced Equipment to Nextel
under this Section 21(b) and a Product Typical Value is set forth in Schedule E(2) for the item of
Replacement Equipment then either: (i) Nextel will deduct the Product Typical Value (as set forth in
Schedule E(2)) for those items of Nextel Replacement Equipment provided to replace the Nextel
Replaced Equipment not returned to Nextel (including tax (if any) and shipping) (the "Nextel Equipment
Refund") from the final payment due to Incumbent after the Reconciliation less any Motorola Equipment
Refund; (ii) Incumbent must pay Nextel the Nextel Equipment Refund in accordance with Section 3(b)(ii)
(ifno final payment is due to Incumbent and in addition to any Motorola Equipment Refund payment); or
(iii) Nextel will deduct the portion of the Nextel Equipment Refund up to the value of the final payment
due to Incumbent less any Motorola Equipment Refund, and Incumbent must pay Nextel the remaining
Nextel Equipment Refund and any Motorola Equipment Refund not covered by the final payment in
accordance with Section 3(b )(ii) (If the final payment due Incumbent is less than the Nextel Equipment
Refund and any Motorola Equipment Refund); or (iv) Incumbent may choose to purchase Comparable
Equipment, defined below, from any source and send the equipment, along with adequate documentation,
to Nextel prior to the Reconciliation Date. Comparable Equipment shall mean equipment of the same
condition (e.g. new for new or used for used) and from the same manufacturer, that is the identical model
and includes the same options and accessories as the Replacement Equipment provided by Nextel.
22. Termination: This Agreement may be terminated and the transactions contemplated by this
Agreement abandoned: (i) by mutual consent of the Parties provided in writing; (ii) for cause by either
Party upon material breach of the other Party, following a thirty (30) day period for cure by the breaching
Party following written notice of the breach ,(iii) by Incumbent, in the event that a proposed amendment
is not approved, pursuant to Section 8, or (iv) by Nextel prior to Closing in the event of any Adverse
Decision affecting the Order by any governmental entity of competent jurisdiction. For purposes of this
Agreement, an "Adverse Decision" affecting the Order means an order, decree, opinion, report or any
other form of decision by a governmental entity of competent jurisdiction that results, in whole or part, in
a stay, remand, or reversal ofthe Order, or otherwise in any revision to the Order that Nextel determines,
in its sole discretion, to be adverse to its interests. In the event of termination, the Parties shall take all
necessary action (including preparing and filing FCC documents) to return the status quo ante on the date of
this Agreement. In the event of termination, Nextel shall pay all costs associated with the return to the status
quo ante, as well as all Incumbent costs expended in the Agreement negotiations and implementation, except
if such termination was due to an uncured material breach by Incumbent. Should Incumbent terminate this
Agreement pursuant to subsection (iii), Incumbent shall not be released of its obligations under the Order.
23. Attorney's Fees: In any legal proceeding by a Party to enforce its rights under this
Agreement against the other Party, the Party prevailing in such proceeding will be entitled to recover its
reasonable attorney's fees and costs from the other Party.
Page 9 of29
CONFIDENTIAL
24. Notices: All notices and other communications under this Agreement must be in writing and
will be deemed given (i) the same day if delivered personally or sent by facsimile; (ii) the next business day
if sent by overnight delivery via a reliable express delivery service; or (iii) after five (5) business days if sent
by certified mail, return receipt requested, postage prepaid. All notices are to be delivered to the Parties at
the following addresses:
Ifto Incumbent, to: If to Nextel, to:
City of Augusta, GA Nextel South Corp.
530 Greene Street c/o Nextel Communications, Inc.
Annex-l0lA 200 I Edmund Halley Drive
Augusta, GA 30901 Reston, V A 20191
Attn: Steve Smead Attn: Heather P. Brown, Esq.
Phone: (706) 821-1562 Phone: (703) 433-4467
Fax: (706) 564-6662 Fax: (703) 433-4483
With a copy to:
Alan S. Tilles, Esq.
Shulman Rogers Gandal Pordy &
Ecker, P .A.
11921 Rockville Pike, Third Floor
Rockville, Maryland 20852
Phone: (301) 231-0930
Fax: (301) 230-2891
With a copy that shall not constitute Notice:
Nextel Communications, Inc.
6575 The Corners Parkway
Norcross, GA 30092
Attn: William Jenkins, VP Spectrum Resources
Phone: (770) 326-7484
Fax: (678) 405-8252
25. Assie:nment: This Agreement is binding upon and inures to the benefit of the Parties and
their respective successors and permitted assigns. Either Party may assign this Agreement to any direct or
indirect subsidiary or affiliate of the Party, upon delivery of written notice to the other Party.
26. Amendments: This Agreement, including without limitation the scope of work contemplated
hereby and the Estimated Cost thereof to be paid by Nextel, may be amended or modified only by a
written instrument signed by authorized representatives of both Parties, provided. however. no
amendment or modification to this Agreement shall become effective until approved by the Transition
Administrator, or the FCC after an adverse decision by the Transition Administrator.
27. Benefits: This Agreement is for the benefit of the Parties and their successors and permitted
assigns, and nothing in this Agreement gives or should be construed to give any legal or equitable rights
under this Agreement to any person or entity, other than (i) the successors and assigns of the Parties, and
(ii) the Transition Administrator as specifically provided in this Agreement.
Page 10 of29
CONFIDENTIAL
28. Miscellaneous: If any provision(s) of this Agreement is held in whole or part, to be invalid,
void or unlawful by any administrative agency or court of competent jurisdiction, then such provision(s)
will be deemed severable from the remainder of this Agreement, will in no way affect, impair or
invalidate any other provision contained in the Agreement and the Parties will use their commercially
reasonable efforts to amend this Agreement to make the unlawful provision compliant with applicable law
so as to preserve the rights and obligations of the Parties. No action taken pursuant to this Agreement
should be deemed to constitute a waiver of compliance with any representation, warranty, covenant or
agreement contained in this Agreement and will not operate or be construed as a waiver of any subsequent
breach, whether of a similar or dissimilar nature. This Agreement, together with the Schedules, constitutes
the entire understanding and agreement between the Parties concerning the subject matter of this
Agreement, and supersedes all prior oral or written agreements or understandings. This Agreement is
governed by the laws of the State of Georgia without regard to conflicts of law principles thereof. This
Agreement may be executed in one or more counterparts, including by facsimile, which will be effective
as original agreements of the Parties executing the counterpart.
In consideration of the mutual consideration set forth herein, this Agreement is effective as a
legally binding agreement between the Parties upon execution by the Parties.
INCUMBENT:
Augusta Richmond County Consolidated
GOV~ Georg"
By: ~
Name:$rG ~. S- mG4D
Title: R~h A-.Dn'luJ I'5lRfFfl> R
By: ;G
Nam.
Title: W LIAM M JENKINS
AUTHORIZED SIGNATORY
Page 11 of29
CONFIDENTIAL
SCHEDULE A
Incumbent Frequencies
Incumbent's Name: Augusta Richmond County Consolidated Goyemment
The related mobile frequencies and/or station classes for the Replacement Frequencies listed in this
Schedule B will be assigned from Nextel to Incumbent based on the Incumbent Licenses listed in
Schedule A.
Incumbent Assigns to Nextel:
Reserved.
Page 12 of29
CONFIDENTIAL
SCHEDULE B
Replacement Frequencies
Incumbent's Name: Augusta Richmond County Consolidated Goyemment
The related mobile frequencies and/or station classes for the Replacement Frequencies listed in this
Schedule B will be assigned from Nextel to Incumbent based on the Incumbent Licenses listed in
Schedule A.
Nextel Assigns to Incumbent:
Reserved.
Page 13 of29
CONFIDENTIAL
SCHEDULE C
800 MHZ RECONFIGURATION
COST ESTIMATE - CERTIFIED REQUEST
Request for Reconfie:uration Fundine:
Incumbent's Name: Aue:usta Richmond. County of. GA PH II SED
Pursuant to the Order, Incumbent is required to reconfigure its existing facilities and requests
Sprint Nextel to fund the estimated reconfiguration costs included below:
Incumbent Payment Terms: Sprint Nextel will pay Incumbent an amount not to exceed the
Estimated Cost(s) for Incumbent with respect to each category of work, as set forth below. Sprint
Nextel will pay Incumbent $67.518.75 within 15 days (30 days ifIncumbent elects to be paid by
check rather than electronic funds transfer) after receipt by Sprint Nextel of the fully executed
Agreement and fully completed Incumbent Information Form (as set forth on Exhibit A). Sprint
Nextel will pay any outstanding balance of the Actual Costs due to Incumbent within 30 days
after the Reconciliation Date (as "Actual Costs" and "Reconciliation Date" are defined in Section
3(b )(i)).
Vendor Payment Terms: Sprint Nextel will pay each Vendor an amount not to exceed the
Estimated Cost(s) for that Vendor with respect to each category of work, as set forth below.
Sprint Nextel will pay each Vendor within 30 days after receipt by Sprint Nextel of (A) an
inyoice from the Vendor and (B) Incumbent's approval of receipt of goods and services and
approyal of associated costs included on the Vendor inyoice.
1. System Description: Augusta - Richmond County operates its subscriber radios on
infrastructure belonging to the Palmetto 800 system. The rebanding of the Palmetto 800 system
will be addressed in a separate proposal. This Augusta-Richmond County Subsciber Equipment
Deployment (SED) proposal addresses the 617 radios operated by Augusta - Richmond Co, GA
that require replacement due to rebanding. The proposal identifies the radios requiring
replacement, the model radio to be supplied, the programming of the new radio and the
installation. This proposal does not address the radios that do not require replacement. These
radios will be coyered in the Palmetto 800 FRA proposal.
The major system elements to be reconfigured are summarized in the table below:
Base station fre uencies
- Voice channels
- Home/Control channels
Re eater sites
Other sites remote recv, BDA
Subscriber units retuned
Subscriber units re ro rammed
Subscriber units re laced
Subscriber units rebanded total
o
o
o
o
o
o
o
617
617
o
o
o
o
o
o
o
617
617
Page 14 of29
CONFIDENTIAL
. .
I Entities operating on the system 0 0
2. Reconfiguration Milestones: Identify the anticipated start date ofthe overall reconfiguration
of your system (Project Start). Then, for each major reconfiguration milestone listed in the table
below, proyide (1) the anticipated number of days after project start date required to begin
execution of the task identified, and (2) the estimated duration in number of days required to
complete the task identified. As an FRA is negotiated, it is not always possible to know an actual
start date for specific reconfiguration tasks. In such a case, it is acceptable to forecast an
estimated start date from execution of the FRA (i.e., "contract execution + xx days") and
estimate the duration of each task.
3. Implementation Plan: Motorola will replace, install and program specific model radios as
identified in the Suitability Assessment Impact Report. Additionally, Motorola will proyide
Project Management to coordinate the installation ofthe supplied radios.
4. Cost Estimate:
Description of Work To Be Performed Payee(separately identify Estimated Cost(s) for
Incumbent and each Incumbent and Each
Vendor being paid for Vendor (Not to Exceed
work performed) listed amount)
I. Subscriber Equipment Reconfiguration (Vendor) $138,861.00
. Replacement of Dash Mount Radios - De- Motorola
install & Install for standard sedan or
light/medium truck with unit installed under
the dash and no obstructions or special
installation requirements. (64 units @ 2.20
hrs each @ $130.00 /hr = $18,304.00)
. Replacement of Dash Mount Radios - De-
install & Install into Police sedan/cruiser
(Center control console). (3 units @ 2.40 hrs
each @ $130.00 /hr = $936.00)
. Replacement of Dash Mount Radios - De-
install & install into Fire Truck (6 units @
2.90 hrs each @ $130.00 /hr = $2,262.00)
. Replacement of Dash Mount Radios - De-
install & Install into special vehicle -
Ambulance (36 units @ 3.00 hrs each @
$130.00 /hr = $14,040.00)
. Replacement of Remote Mount Radios - De-
install & Install into Police sedan/cruiser
(Center control console). (16 units @ 3.00
hrs each @ $130.00 /hr = $6,240.00)
Page 15 of29
CONFIDENTIAL
. .
. Replacement of Remote Mount Radios - De-
install & install into Fire Truck (35 units @
4.00 hrs each @ $130.00 /hr = $18,200.00)
. Replacement of Remote Mount Radios-
Special Materials if required (list items in
this box - Price is right Supply and install 27
David Clark headset interface boxes - $405
ea. (1 units @ 1.00 hrs each @ $12,904.00
/hr = $12,904.00)
. Portable Radios - Replacement of Existing
Portable Radio (457 units @ 0.50 hrs each @
$130.00 /hr = $29,705.00)
. Radio Templates (Masks) - Modify Radio
Templates (Masks) for Replaced Units (52
units @ 2.00 hrs each @ $130.00 /hr =
$13,520.00)
. PM - Project Manager on Site Supervision &
Coordination (92hrs @ $175.00 /hr =
$16,100.00)
. ST - ST Templates & procedures supervision
and approvals (34hrs @ $175.00 /hr =
$5,950.00)
. SE - SE Subscribers Support (4hrs @
$175.00 /hr = $700.00)
. CP - Personnel involved with providing (Incumbent) $115,687.50
access to subscriber equipment for returning Augusta
reprogramming or replacement (cost includes
vehicle movement and staff salaries) (617
units @ 2.50 hrs each @ $75.00 /hr =
$115,687.50)
II. Professional Services (Vendor) $56,350.00
. PM - Project Manager (176hrs @ $175.00 /hr Motorola
= $30,800.00)
. SE - System Engineer (16hrs @ $175.00 /hr
= $2,800.00)
. ST - System Technologist (52hrs @ $175.00
/hr = $9,100.00)
. TE - Travel Expenses (1 @ $13,650.00 /unit
= $13,650.00)
. Steve Smead - Project Manager, participated (Incumbent) $19,350.00
in all rebanding meetings; involved in FRA Augusta
negotiations: available for project
managemet of entire rebanding process and
c1oseoout documentation; conduct final
. reconciliation; asset and fleet management.
(123hrs @ $75.00 /hr = $9,225.00)
. Gary Hewitt - Wireless manager providing
technical expertise: review oftemplates and
procedures as they are inplemented: interacts
with local vendor and Motorola; Monitors
Page 16 of29
. .
progress of MotQrola; Serves' as technical
consultant to all. intemalcountb agencies;
assists with scheduling of returning ahd
reprogramJ:Uinginfrastructure and
subscribers; responsible for current or future
inventory of subscriber and infrastructure
equipment;. tests and evaluates the new
system~ (l31hrs@$75.00/hr==$9,825.00)
· Richard Williams., Project coordinator,
director of department responsible for
planning how the rebanding process will
affect dispatchopcrations and subscriber
communications; supervises and manages the
reconfiguration team; manages and supervises
tbedeploymentoftbe neW system. (3hrs @
$75.00 /hr == $225.00)
· Tarneka Allen ~Involved with paperwork and
mafntaining spreadSheet integrity(1hrs @
$15.00 /hr == $75.00)
IlI.Contrac~ and Legal
· Legal Fees ..~ Contract Negotiations - Review
qf contract and. Closing Doeuments (31.72
.hrs@ $435;00 Ihr= $13,800;00)
· FCC Regulatory Filings. - 2 sets of
applications-Consummation Notices-
Rebanding deadline notices and deadline
coordination (Shrs @ $ t 80.001hr =
$1,440.00)
. Review 0 Closing Documents (1.@$I,ooO,OO
lunit = $1,000.00)
· Travel Costs (1 @$3,500.00 /unit =
$3,500.00)
Augusta
Motorola
SRGP&E
Total Estimated Costs
Page 17 of29
CONFIDENTIAL
(Vendor)
SRGP&E
Incumbent
$135,037.50
Vendor
$195,211.00
Vendor
$19,740.00
$349,988.50
CONFIDENTIAL
, ,
Certification
Pursuant to the Order, Incumbent hereby certifies to the Transition Administrator appointed pursuant to
the Order that Incumbent and its Vendors have determined (as listed in Schedule C) the minimum
funds necessary to reconfigure Incumbent's facilities in a reasonable, prudent and timely manner, in order
to make such rebanded facilities comparable to those presently in use. If applicable, Incumbent further
certifies, to the best of Incumbent's knowledge, that any vendor costs listed on Schedule Care
comparable to costs that vendor previously charged Incumbent for similar work.
Signature:
Print Name:
Title:
Phone Number:
E-mail
Date:
i~~R
~- ~d.I- 1~.2
fYl6AD @JJ lAG\A5IA GA-. 60"
10- p>-o<iS
Page 18 of29
Confidential
. .
SCHEDULE D
Augusta Richmond, County of, GA PH II SED
1) Reserved
2) Reserved
3) Reserved
4) Motorola Schedule D Equipment (to be provided by Motorola) - Motorola radios and
flash-kits and accessories only
a) Motorola Subscriber Services will be proyided for the following Motorola Schedule D
Equipment
Quantity Description Radio Encryption Model Number
Software
15 PcTS2500 Rebanding Portable Radio SmartZone XTS2500 RB 1.5
Kit
442 txTS2500 Rebanding Portable Radio SmartZone XTS2500 RB III
Kit
457 k:arry Case Leather wi 3" swivel NNTN4115
helt 1000
1 h'ravel Char!!:er - RLN4884 RLN4884
108 txTL2500 Rebanding Mobile Radio SmartZone XTL2500 RB
Kit
16 X:TL2500 Rebanding Radio Kit SmartZone XTL2500 RB
16 TL5000 Mobile Radio 800 MHz SmartZone M20URS9PWIAN
20 TL5000 Consolette 800 MHz SmartZone L20URS9PW1AN
16 aIm Microphone W22
16 '/0./9 Control Head - Mobile 081
16 V9 Control Head Software 099
16 emote Mount 067
16 oud Speaker - 7.5 Watt B18
36 <\nalog Operation 0241
36 SmartZone Operation 051
20 W9 Control Head - Consolette - 081AB
digital control
36 one Remote Interface Board L146
b) Reserved
5) Motorola Replaced Equipment (to be delivered to Motorola prior to the Reconciliation
Date)
Quantity Description Radio Encryption Mounting Model Number
Software
Motorola Portable (each with
15 256K memory, antenna, and at SmartZone MTS2000 (256K)
least one battery)
442 Motorola Portable (each with SmartZone L TS2000
antenna and at least one battery)
Carry Case Leather wi 3" swive Case, Portable,
457 Leather wi 3" swivel
belt loop belt loop
1 Travel Charger Char!!:er, Travel
Page 19 of29
20
SmartZone
Spectra Consolette
67 SmartZone Dash LCS2000
6 SmartZone Dash Spectra
35 SmartZone Remote Spectra
12 SmartZone Dash Spectra
4 SmartZone Dash Spectra
16 SmartZone Remote Spectra E9/C9
Page 20 of29
SCHEDULE E
Product Typical Values
(I) Motorola Equipment
$ 162
$ 234
$ 637
Consollette Power Kit $ 500
Consollette Tone Remote $ 475
DTMF Micro hone $ 180
DEK $ 475
Extra Loud S eaker $ 106
Dual Control Head $ 575
Dual Control Head Mic $ 80
Dual Control Head Cable $ 95
Dual Control Head S eaker $ 60
Multi-Radio SW Kit $ 750
Multi-Radio HW Kit $ 1,750
Emer enc foot edal $ 55
AUXILIARY SWITCH PANEL $ 165
Mobile UCM $ 750
$ 40
AUXILIARY SWITCH PANEL
$
$
$
$
$
$
58
72
106
55
165
40
Page 21 of29
Portable UCM
Multi-unit Char er
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
200
400
140
145
251
60
165
150
140
97
439
265
95
750
788
. .. . ,
Char er
PSM
RF Switch
RSM
Headset
,."
Rebandlng Product
T leal Value
$ 150
$ 130
$ 140
$ 145
$ 251
$ 60
$ 165
RSM $ 97
Headset $ 439
$ 265
$ 95
$ 788
Item
Accessories & 0 tlons
All accessories not listed above
Rebanding Product
Typical Value
(% are discount off list
rice
5%
Page 22 of29
(2) Nextel ReDlacement EauiDment
, .
The Product Typical Values for Nextel Replacement Equipment shall be:
a. for Nextel Replacement Equipment set forth on Schedule C, the cost shown on
Schedule C for the item ofNextel Replacement Equipment; or
b. for Nextel Replacement Equipment comprising EFJohnson 5100 & 5300 series radios
and associated accessories, the most recent list price as of the date a reconciliation
statement is sent to Incumbent by Nextel, less 25%
In lieu of paying the Product Typical Value for Nextel Replacement Equipment as stated above,
Incumbent may choose to purchase Comparable Equipment, defined below, from any source and send the
equipment, along with adequate documentation, to Nextel prior to the Reconciliation Date. Comparable
Equipment, shall mean equipment of the same condition (e.g. new for new or used for used) and from the
same manufacturer, that is the identical model and includes the same options and accessories as the
Nextel Replacement Equipment.
Page 23 of29
Exhibit A
I . '.
Incumbent Information
The following questions are required for processing Electronic Funds Transfers and if Incumbent
wants Nextel to complete the FCC filings on its behalf. All information contained herein shall be kept
strictly confidential and will be use d only in completion of the Frequency Reconfiguration transaction.
I. INCUMBENT INFORMATION
Please provide the following information:
Company/Name: ~6U':;7A /2IClfl\.\o,.JO CtJu JJr'1
Contact: 51l3/GN J,..., 5mGftO Title: 'j?r:. f+lJrtl/#I-5/R.1i TO~
Address: f),~ Cf26E/J€- -5): , 1}JJJJ6x ID/- A
City/State/Zip: I .,4-u:2us~1 6 A 30QD \
Phone: 70b- Y";J./-/51e> '7- Fax: 7o{;J -cg;2.I- .2-550
Email: Sr\tt:An@ ~lA-STIt 6.4 .GbJ
Check Appropriate Box: 0 Individual/Sole Proprietor 0 Corporation 0 Partnership
~ther (:,ov6RJJ/A,9J I
II. BANK ACCOUNT INFORMATION (Required for payment processing.)
Please select preferred payment method: 0 Wire Transfer 0 ACH ~eck
Name of Bank:
Address of Bank:
City/State/Zip:
Bank Phone #:
ABA (Routing #): 0'01 (ry)()Q 6 .:2.
Account#: ()O 3~B ~5()1 tof>g
Name on Account: 4(16U~TA- K\C'!'h'V\OtJD CO. /3D d- COrvtlYt/ '5'''iION
Federal, State or Individual SS #: ,Ii e - ;)",:10 4;2. 7 i
N.me of Brokerage Finn (ifopplic.ble): /JIlt
Brokerage Account # (if applicable): }J-f1l-
gA-rJK O~ A-mGelC-A
A-Tl-A-tJTA I GA
Acknowledged by Incum bent:
(signature required only if Incumbent does not want an electro icfunds transfer)
In the event Incumbent will not provide
acknowledges that all payments will be e
III. TAX INFORMATION
The Internal Revenue Service and state tax authorities require Nextel to report all transactions, even if the
transaction is exempt from taxation (if so, it will be reported to the IRS as a like-kind exchange).
Page 24 of29
. .
Therefore, it is necessary for Nextel to collect the information below. If you have specific questions
about your tax implications in this transaction, you should consult your own accountant or financial
advisor.
Incumbent's Federal or Individual Tax ID #, FEIN
(Federal) or SSN (individuals):
State(s) - sales tax license, resale permit,
employment, etc.):
Local (if applicable):
Current State and County location for your
principal executive office:
If there has been more than one location for the
principal executive office within the past five (5)
years, list each such City/County/State location:
IV. FINANCIAL RECONCILIATION CONT ACT INFORMATION (indicate one)
/'
A. Check here if same as indicated in Item I above
B. Fill in below if different from Item I above as follows:
Financial Contact Na me:
Title:
Address:
City/State/Zip:
Phone:
Email:
Fax:
Page 25 of29
Would you like Nextel's Regulatory departmen~repare and file all necessary FCC paperwork
on your behalf? Yes / /~
[fyes, please provide the following Universal [fno, please provide the following information
Licensing System ("ULS") information for your regarding who will take care of the preparation and
licenses: filing of all necessary FCC paperwork on your
behalf:
, .
v. REGULATORY IN FORMA TlON
FRN (FCC Registration Number):
: Contact Name: Alan S. Tilles. Esquire
ULS PASSWORD:
~ Organization: Shulman Rogers Gandal Pordv &
: Ecker. P.A.
Contact Representative for any FCC related
issues:
~ Address: 11921 Rockville Pike. Suite 300
: City: Rockville
Name:
~ State/Zip: Maryland 20852
Phone Number:
: Phone Number: 301-231-0930
: Email Address:atilles(a).srgpe.com
I hereby acknowledge that a~l ofth inform tion provided herein is true and correct as of the
date signed below.
Incumbent Signature:
Print Name: '5T6J6!J I- 5fY/6ftD
Title:~l,~ PrOmlNI-srRftT8f2.
Date: If) -8 -(J8
Page 26 of29
. "
EXHIBIT Bl
Reconciliation Documentation
Certification of Labor
Incumbent hereby certifies that the internal labor information provided for the Frequency Reconfiguration
Agreement dated with Nextel ("FRA") is true and complete to the best of Incumbent's
knowledge.
Incumbent further certifies that the number of reconfiguration tasks that the Incumbent performed using
internal labor for each labor category on the T A-approved Cost Estimate and/or the number of internal
labor hours incurred in performing planning or reconfiguration tasks for each labor category on the T A-
approved Cost Estimate (included in the applicable FRA) were for 800 MHz Planning or
Reconfiguration and have been documented in accordance with the T A's policy on Incumbent Labor at
http://www.800ta.orgfcontent/PDF /policy/IncumbentLaborRatePolicy .pdf as of the date of this statement.
Incumbent acknowledges that the reconciliation documentation and related supporting records for the
FRA are subject to the Review Rights (as that term is defined in the FRA with Nextel) of the TA.
Incumbent Name:
Related Invoice #'s:
Signature:
Name:
Title:
Date:
Page 27 of 29
, . ~
EXHIBIT B2
INCUMBENT INTERNAL REBANDlNG COSTS
Pursuant to the Frequency Reconfiguration Agreement made the _ day of , 2008 by and
between [Incumbent] and [Nextel 1, I, ("Incumbent") verify and
acknowledge that all goods/services identified in Schedule C for completion by the Incumbent and
referenced below have been performed.
Description of Work
Done
MobilelPortable Radios
Retunes
Re eaters Retuned
Combiners Retuned
Install, verify operation &
remove temporary
e ui ment
Field service preplanning
support, Frequency
Review, Develop
Transition Plan, Testin
*Units completed
**Cost per Unit
Total Cost
xxx
$$$
$xxx.xx
$xxx.xx
$xxx.xx
$xxx.xx
$xxx.xx
$xxx.xx
Other
TOTAL
$xxx.xx
By:
Name:
Title:
Phone Number:
Date:
* A detailed list identifying the individual units (by serial number or other unique identifying factor) must be
provided in addition to this summary document.
**Per unit rates may not exceed the Schedule C negotiated rate for similar reconfiguration/planning activities unless
accompanied by an approved change notice that explains why a higher rate was necessary to complete
reconfiguration/planning.
Page 28 of29
.., , ,~
EXHIBIT B2
INCUMBENT INTERNAL REBANDINGCOSTS
Time Sheet
Documentation
DEAL ID:
DEAL NAME:
** Schedule C Description of Work Actual
Category of Performed (ties Hours *** Rate
Name * Date Work back to schedule C) Worked (hourly) Total Cost
Total $
Cost -
Certification
Incumbent hereby certifies that the internal labor information provided under the Agreement is
true and complete to the best of Incumbent's knowledge. Incumbent further certifies that the the number of
planning and reconfiguration tasks that the Incumbent performed using internal labor for each labor category on
the TA-approved Cost Estimate (as that term is defined in the Agreement) ("Units") and/or the number of
internal labor hours incurred in performing planning and reconfiguration tasks for each labor category on the
TA-approved Cost Estimate ("Hours") were for 800 MHz Reconfiguration and have been documented in
accordance with the TA's policy on Incumbent Labor at
hUo:/Iwww.800ta.ora/contentlPDF/oolicv/lncumbentLaborRatePolicv.odf as of the date of this statement.
Incumbent acknowledges that the reconciliation documentation and related supporting records for the
Agreement are subject to the TA's Review Rights (as that term is defined in the Agreement).
Incumbent Name:
* Please note: Specific date when work was completed must
be provided, Date ranges are not accepted.
Related Invoice #'s:
** Please note: A total should be provided for each Schedule
C category. Subtotals can be provided within the page or a
separate page can be used for each category/grouping.
Signature:
Name:
*** Please note: Hourly rates may not exceed the Schedule C
negotiated rate for similar reconfiguration/planning activities
unless accompanied by an approved change notice that
explains why a higher rate was necessary to complete
reconfiguration/plan ning.
Title:
Date:
Page 29 of29