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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 of Incumbent' s facilities in favor of any vendor or service provider that is performing any Reconfiguration work contemplated by this Agreement 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 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 to perform its obligations under any contract entered into between Incumbent and such Vendor in connection with the Reconfiguration contemplated by this Agreement. 20. Replaced and Replacement Equipment: (a) If the reconfiguration of the Incumbent' s existing facilities to operate on the Replacement Frequencies involves the replacement of any of Incumbent's existing equipment ("Replaced 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 "Replacement Equipment"), then (i) title to Replaced Equipment listed in Schedule D shall pass free and clear of liens and any other encumbrances to Nextel at such time that Incumbent delivers the 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 Replacement Equipment provided by Nextel will pass to hicumbent 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 Replaced Equipment to Nextel, Incumbent must return to Nextel those items of the Replacement Equipment that would have replaced the Replaced Equipment not returned, prior to the Reconciliation Date. If Incumbent fails to return any item of the Replaced Equipment to Nextel under this Section 20(b) and a Product Typical Value is set forth in Schedule E for the item of Replacement Equipment then either: (i) Nextel will deduct the Product Typical Value (as set forth in Schedule E) for those items of Replacement Equipment provided to replace the 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; (ii) Incumbent must pay Nextel the Nextel Equipment Refund for those items of Replacement Equipment not returned to Nextel in accordance with Section 3(b)(ii) (if no final payment is due to Incumbent); or (iii) Nextel will deduct the portion of the Nextel Equipment Refund up to the value of the final payment due to Incumbent and Incumbent must pay Nextel the remaining Nextel 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), or (iv) Incumbent can purchase equipment identical to the Replacement Equipment from any source and send the equipment to Nextel prior to the Reconciliation Date. 21 . 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 Page 7 of 21 County of Indian River (FL) DL8910427967