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nor is either Party responsible for, any liabilities or obligations of the other Party arising out of or in
<br /> connection with the other Party' s licenses (or related systems and facilities) that are the subject of this
<br /> Agreement.
<br /> 13 . Confidentiality:
<br /> (a) The terms of this Agreement and any proprietary, non-public information regarding the
<br /> Incumbent Frequencies, Replacement Frequencies, Nextel' s business and Incumbent' s business must be
<br /> kept confidential by the Parties and their employees, shareholders, agents, attorneys and accountants
<br /> (collectively, "Agents'), which confidentiality will survive the Closing or termination of this Agreement
<br /> for a period of two (2) years. The Parties may make disclosures (i) as required by law, (ii) to the
<br /> Transition Administrator, (iii) to a manufacturer of Replacement Equipment to allow for the provisioning
<br /> of that equipment to Incumbent (but only to the extent such disclosure specifically relates to that
<br /> manufacturers equipment as identified on Schedule D); and (iv) to a Vendor (but only to the extent that
<br /> such disclosure specifically relates to that Vendor' s work and costs under this Agreement (as identified on
<br /> Schedule C) as required to perforin obligations under this Agreement. Nextel, Incumbent and their
<br /> respective Agents may make disclosures regarding the terms of this Agreement to other public safety
<br /> licensees and their Agents in accordance with the FCC Order, WT Docket No. 02-55, adopted January 8,
<br /> 2007. Each Party will cause all of its Agents to honor the provisions of this Section.
<br /> (b) Notwithstanding the provisions of Section 13(a) above, the Parties acknowledge that this contract is
<br /> subject to Florida Statutes Chapter 119 and nothing in this Agreement shall be deemed to restrict, impair,
<br /> or burden the Incumbent's and/or its Agents' compliance with the Florida Public Records Law." In
<br /> accordance therewith, the Parties agree that absent a valid exemption, including status as a "trade secret,"
<br /> Incumbent and its Agents shall allow public access to all documents, papers, letters, or other material
<br /> subject to Chapter 119 that are made or received by the Incumbent in conjunction with this Agreement.
<br /> 14. Cooperation: The Parties will cooperate with each other and the Transition Administrator
<br /> with respect to the Reconfiguration work contemplated by this Agreement. Without limiting the
<br /> foregoing obligations, the Parties agree to cooperate in the preparation of any applications required to be
<br /> filed with the FCC, and Incumbent agrees to provide reasonable access to its facilities so that the
<br /> Transition Administrator may comply with any audit obligations and so any Reconfiguration work
<br /> contemplated by this Agreement may be performed in accordance with the Cost Estimate and
<br /> performance schedule. If a Party is subject to a denial of FCC benefits for delinquent non-tax debts owed
<br /> to the FCC that would prevent or delay the timely processing of any FCC applications, such Party shall
<br /> cure such delinquency in an expeditious manner and at its sole expense.
<br /> 15 . Indemnification: From and after the Closing Date, each Party (the "Indemnifying Party")
<br /> will indemnify and defend the other Party, its officers, directors, employees and agents (collectively, the
<br /> "Indemnified Party"), from and against all third party demands, claims, actions, losses, damages,
<br /> liabilities, costs and expenses, including, without limitation, reasonable attorneys' fees and expenses
<br /> (collectively, "Costs"), asserted against, imposed upon or incurred by the Indemnified Party arising from
<br /> or related to: (i) any breach of any covenant, agreement, representation or warranty of the Indemnifying
<br /> Party contained in, or made pursuant to, this Agreement; or (ii) any and all liabilities (including successor
<br /> liabilities) or obligations relating to periods prior to the Closing Date resulting from the Indemnifying
<br /> Party' s operation of the system operated pursuant to the Incumbent Licenses or the Nextel Licenses, as
<br /> applicable, or the ownership or use of those licenses or from the Indemnifying Party' s employment, or
<br /> termination of employment, of its employees. The obligations under this Section survive the Closing for
<br /> a period of three (3) years.
<br /> 16 . Disputes: The Parties agree that any dispute related to the Replacement Frequencies,
<br /> Nextel' s obligation to pay any cost of the Reconfiguration of Incumbent' s system contemplated by this
<br /> Agreement, or the comparability of Incumbent's reconfigured system to Incumbent's existing system
<br /> prior to Reconfiguration, which is not resolved by mutual agreement, shall be resolved in accordance with
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<br /> County of Indian River (FL) DL8910427967
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