HomeMy WebLinkAbout2007-418 FREQUENCY RECONFIGURATION AGREEMENT ` ' t
THIS F),, EQUENCY RECONFIGURATION AGREEMENT (this "Agreement") is made
as of this �h day of LXC , 2007 (`Effective Date"), by and between County of Indian River, a
political subdivision of the State of Florida, ("Incumbent"), and Nextel South Corporation ("Nextel"), a
wholly owned indirect subsidiary of Sprint Nextel Corp. , 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.
FOR GOOD AND VALUABLE CONSIDERATION, THE RECEIPT OF WHICH IS HEREBY
ACKNOWLEDGED, THE PARTIES AGREE AS FOLLOWS :
AGREEMENT
1 . Frequencies to be Reconfieured: Incumbent is the licensee under the license(s) 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 license(s) 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.
2. Frequency Reconfieuration 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. § 90.621 (b), as
such rule may be amended from time to time by the FCC.
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(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. Reconfieuration Costs:
(a) Acknowledgement of Obligations. Incumbent agrees that:
(i) the cost estimate set forth in Schedule C (the "Cost Estimate") sets forth all of the work
required to reconfigure Incumbent's existing facilities to comparable facilities that will operate on the
Replacement Frequencies;
(ii) after all of the work contemplated by the Cost Estimate 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").
(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 and the
Parties will agree upon the amount of any additional payments (subject to Section 8) due to Incumbent 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 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, which result from an excess of Actual Costs over the Cost Estimate, as
agreed on the Reconciliation Date, will be disbursed to Incumbent within thirty (30) days of execution by
the Parties of the Amendment documenting the approved changes from such Change Notice.
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(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. Loaned Reconfieuration Equipment. 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 will provide any equipment identified in Schedule D as
"Replacement Equipment". Nextel will deliver any Loaned Reconfiguration Equipment to Incumbent in
accordance with Schedule D. Incumbent will fax to Nextel a bill of lading associated with each shipment
of Loaned Reconfiguration Equipment and Replacement Equipment signed by an authorized
representative of Incumbent acknowledging receipt of the Loaned Reconfiguration Equipment and
Replacement Equipment in good working order. Any Loaned Reconfiguration Equipment will be returned
to Nextel by Incumbent prior to the Reconciliation Date.
5 . Retunine Cooperation: For purposes of this Section, the "Current Program Completion
Date" shall mean June 26, 2008 or such other date as may be established by the FCC for the completion
of the Reconfiguration. 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. 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 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 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 TA prior to the expiration of 60 days from the Effective Date
of this Agreement, or (iii) such other date as the FCC may require. Notwithstanding the aforementioned,
in the event the completion date in the Schedule for the reconfiguration of Incumbent' s system extends
beyond the Current Program Completion Date, the completion date in the Schedule will 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. Representations 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;
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(iv) it is the lawful and exclusive FCC licensee of its respective license(s) 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.
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 . Chanties: 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), 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 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.
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9. Closing: 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
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 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 (6) of the FCC's Rules, 47 C.F.R § 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. Closing 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.
11 . Review Rights: 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 forum, 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 Assumation of Liabilities: Nothing in this Agreement should be
construed as a transfer or assignment from either Party to the other Parry 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,
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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.
13 . Confidentiality:
(a) 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 of this Agreement
for a period of two (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 (but only to the extent that
such disclosure specifically relates to that Vendor' s work and costs under this Agreement (as identified on
Schedule C) as required to perforin 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.
(b) Notwithstanding the provisions of Section 13(a) above, the Parties acknowledge that this contract is
subject to Florida Statutes Chapter 119 and nothing in this Agreement shall be deemed to restrict, impair,
or burden the Incumbent's and/or its Agents' compliance with the Florida Public Records Law." In
accordance therewith, the Parties agree that absent a valid exemption, including status as a "trade secret,"
Incumbent and its Agents shall allow public access to all documents, papers, letters, or other material
subject to Chapter 119 that are made or received by the Incumbent in conjunction with this Agreement.
14. Cooperation: 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 of three (3) years.
16 . Disputes: 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
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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
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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 of the 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.
22. 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.
23. 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:
If to Incumbent, to: If to Nextel, to:
County of Indian River Nextel [ Entity] , Inc.
1801 26°i Street c/o Nextel Communications, Inc.
Vero Beach, FL 32960 2001 Edmund Halley Drive
Attn: Frances Sherwood Reston, VA 20191
Phone: (772) 226-3853 Attn: Heather P. Brown, Esq.
Fax: Phone: (703) 433-4000
Email:FSherwood@ircgov.com Fax: (703) 43311483
With a copy that shall not With a copy that shall not
constitute Notice: constitute Notice:
Alan S. Tilles, Esquire Nextel Communications, hmc.
Shulman Rogers Gandal Pordy & Ecker, P.A. 6575 The Comers Parkway
11921 Rockville Pike, Third Floor Norcross, GA 30092
Rockville, Maryland 20852 Attn: William Jenkins, VP Spectrum Resources
Phone: (301 ) 231 -0930 Phone: (770) 326-7484
Fax: 301 230-2891 Fax: 678 405-8252
24. Assignment: 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.
25 . 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.
26. 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
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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.
27. 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 Florida 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: NEXTEL:
County ot,,Indian Rive LJ�r Nextel South Corp.
B ,
By:
Name64*AC A* '� -• a �vt
Name: William Jenkins
Title: �.lf�Clo� t?<1,4n`�
Title: Vice President, Spectrum resources
AI„ PROVED Atteet : J , K , Barton, Clerk
By:
Deputy-C I eeW
Page 9 of 21
County of Indian River (FL) DL8910427967
SCHEDULE A
Incumbent Frequencies
The Incumbent Frequencies listed on this Schedule A, represent the transmit (base station) frequencies on
the Incumbent Licenses. Although not specifically listed, all related mobile frequencies and/or station
classes listed on the Incumbent Licenses are herein incorporated by reference.
Incumbent Name: County of Indian River (FL)
Incumbent Assigns to Nextel:
Call Expiration
Sign Licensee Lat (N) Long (W) City State Date Frequencies
WPDK640 INDIAN RIVER, 27' 3r 80' 231 39.2' VERO BEACH 866.0125
COUNTY OF 32. 1 ' N W FL 9/6/2011
WPDK640 INDIAN RIVER, 27' 44' 80' 2T 25.2' WABASSO 866.0125
COUNTY OF 11 . 1 ' N W FL 9/6/2011
WPDK640 INDIAN RIVER, 27' 47' 80' 2T 55.2' SEBASTIAN 866.0125
COUNTY OF 16.1 ' N W FL 9/6/2011
WPDK640 INDIAN RIVER, 27' 47' 80' 27' 55.2' SEBASTIAN 866.0125
COUNTY OF 16.1 ' N W FL 9/6/2011
WPDK640 INDIAN RIVER, 2T 44' 80' 2T 25.2' WABASSO 866.0125
COUNTY OF 11 .1 ' N W FL 9/6/2011
WPDK640 INDIAN RIVER, 27' 37' 80' 23' 39.2' VERO BEACH 866.0125
COUNTY OF 32.1 ' N W FL 9/6!2011
WPDK640 INDIAN RIVER, 27' 44' 80' 27' 25.2' WABASSO 866.5125
COUNTY OF 11 .1 ' N W FL 9/6/2011
WPDK640 INDIAN RIVER, 27' 44' 80' 27' 25.2' WABASSO 866.5125
COUNTY OF 11 . 1 ' N W FL 9/6/2011
WPDK640 INDIAN RIVER, 27' 44' 80' 27' 25.2' WABASSO 867.0125
COUNTY OF 11 .1 ' N w FL 9/6/2011
WPDK640 INDIAN RIVER, 2T 44' 80' 27' 25.2' WABASSO 867.0125
COUNTY OF 11 .1 ' N w FL 9/6/2011
WPDK640 INDIAN RIVER, 2T 3T 80' 23' 39.2' VERO BEACH 867.5125
COUNTY OF 32. 1 ' N W FL 9/6/2011
WPDK640 INDIAN RIVER, 2T 44' 8012T 25.2' WABASSO 867.5125
COUNTY OF 11 .1 ' N W FL 9/6/2011
WPDK640 INDIAN RIVER, 2T 3T 80' 23' 39.2' VERO BEACH 867.5125
COUNTY OF 32.1 ' N W FL 9/6/2011
WPDK640 INDIAN RIVER, 2T 44' 80' 27' 25.2' WABASSO 867.5125
COUNTY OF 11 .1 ' N W FL 9/6/2011
WPDK640 INDIAN RIVER, 2T 44' 80' 27' 25.2' WABASSO 868.0125
COUNTY OF 11 .1 ' N W FL 9/6/2011
WPDK640 INDIAN RIVER, 2T 47' 80' 27' 55.2' SEBASTIAN 868.0125
COUNTY OF 16. 1 ' N W FL 9/6/2011
WPDK640 INDIAN RIVER, 2T 4T 80' 2T 55.2' SEBASTIAN 868.0125
COUNTY OF 16. 1 ' N W FL 9/6/2011
WPDK640 INDIAN RIVER, 27' 44' 80' 2T 25.2' WABASSO 868.0125
COUNTY OF 11 . 1 ' N W FL 9/6/2011
WPJR704 INDIAN RIVER, 27' 4T 80' 2T 55.7 SEBASTIAN 866.0625
COUNTY OF 16. 1 ' N W FL 9/24/2011
WPJR7 44 INDIAN RIVER, 27' 3T 80' 23' 39.Z VERO BEACH 866.0625
COUNTY OF 32. 1 ' N W FL 9/24/2011
WPJR704 INDIAN RIVER, 27' 47' 80' 2r 55.2' SEBASTIAN 866.2875
COUNTY OF 16. 1 ' N W FL 9/24/2011
Page 10 of 21
County of Indian River (FL) DL8910427967
WPJ004 INDIAN RIVER, 2T 3T 80' 23' 39.2' VERO BEACH 866.2875
COUNTY OF 32.1 ' N w FL 9/24/2011
WPJR704 INDIAN RIVER, 2T 47' 80' 27' 55.2' SEBASTIAN 866.3625
COUNTY OF 16.1 ' N W FL 9/24/2011
WPJR704 INDIAN RIVER, 2T 3T 80' 23' 39.2' VERO BEACH 866.3625
COUNTY OF 32. 1 ' N W FL 9/24/2011
WPJR704 INDIAN RIVER, 2T 47' 80' 27' 55.2' SEBASTIAN 866.7375
COUNTY OF 16.1 ' N W FL 9/24/2011
WPJR704 INDIAN RIVER, 2T 37' 80' 23' 39.2' VERO BEACH 866.7375
COUNTY OF 32.1 ' N W FL 9/24/2011
WPJR704 INDIAN RIVER, 2T 47' 80' 2r 55.2' SEBASTIAN 867.2250
COUNTY OF 16. 1 ' N W FL 9/24/2011
WPJR704 INDIAN RIVER, 2T 37' 80' 23' 39.2' VERO BEACH 867.2250
COUNTY OF 32. 1 ' N W FL 9/24/2011
WPJR704 INDIAN RIVER, 2T 4T 80' 2T 55.2' SEBASTIAN 867.7250
COUNTY OF 16. 1 ' N W FL 9/24/2011
WPJR704 INDIAN RIVER, 27' 37' 80' 23' 39.2' VERO BEACH 867.7250
COUNTY OF 32. 1 ' N W FL 9/24/2011
WPJR704 INDIAN RIVER, 27' 47' 80' 2T 55.2' SEBASTIAN 867.8625
COUNTY OF 16. 1 ' N W FL 9/24/2011
WPJR704 INDIAN RIVER, 2T 3T 80' 23' 39.2' VERO BEACH 867.8625
COUNTY OF 32.1 ' N W FL 9/24/2011
WPJR704 INDIAN RIVER, 27' 4T BO' 27' 55.2' SEBASTIAN 868.2250
COUNTY OF 16.1 ' N W FL 9/24/2011
WPJR704 INDIAN RIVER, 27' 3r 80' 23' 39.2' VERO BEACH 868.2250
COUNTY OF 32.1 ' N w FL 9/24/2011
WPJR704 INDIAN RIVER, 2T 4T 80' 27' 55.2' SEBASTIAN 868.3375
COUNTY OF 16.1 ' N W FL 9/24/2011
WPJR704 INDIAN RIVER, 2T 3T 80' 23' 39.2' VERO BEACH 868.3375
COUNTY OF 32.1 ' N W FL 9/24/2011
WPJR704 INDIAN RIVER, 2T 4T 80' 27' 65.2' SEBASTIAN 868.7250
COUNTY OF 16.1 ' N w FL 9/24/1011
WPJR704 INDIAN RIVER, 2T 37' 80' 23' 39.2' VERO BEACH 868.7250
COUNTY OF 32. 1 ' N W FL 9/24/2011
WQEC249 INDIAN RIVER, 2T 44' 80' 39' 23.2' FELLSMERE 867.0125
COUNTY OF 31 . 1 ' N W FL 12/27/2015
WQEC249 INDIAN RIVER, 2T 4T 16' 80' 2T 55' SEBASTIAN 867.0125
COUNTY OF N W FL 12/27/2015
WQEC249 INDIAN RIVER, 2T 3T 80' 23139.Z VERO BEACH 867.0125
COUNTY OF 32. 1 ' N W FL 1 2/2 712 01 5
WQEC249 INDIAN RIVER, 27' 44' 80' 39' 23.2' FELLSMERE 867.5125
COUNTY OF 31 . 1 ' N W FL 12/27/2015
WQEC249 INDIAN RIVER, 2T 47' 161 80' 2T 55' SEBASTIAN 867.5125
COUNTY OF N W FL 12/27/2015
WQEC249 INDIAN RIVER, 27' 37' 80' 23' 39.2' VERO BEACH 867.5125
COUNTY OF 32.1 ' N W FL 12/27/2015
WQEC249 INDIAN RIVER, 27' 441 80' 39' 23.2' FELLSMERE 868.0125
COUNTY OF 31 .1 ' N W FL 12/27/2015
WQEC249 INDIAN RIVER, 27' 4r 16' 80' 27' 55' SEBASTIAN 868.0125
COUNTY OF N w FL 12/27/2015
WQEC249 INDIAN RIVER, 2T 3T 80123' 39.2' VERO BEACH 868.0125
COUNTY OF 32.1 ' N w FL 12/27/2015
Page 11 of 21
County of Indian River (FL) DL8910427967
SCHEDULE B
Replacement Frequencies
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 Name: County of Indian River (FL)
Nextel Assiens to Incumbent
Replacement Grnd Ant New
Channels ERP Elev. Hgt, Licensee Call
MHz (freqs) Lat (N) Long (W) (W) (ft) (ft) (FL) Sign
851 .0125 2T 37' 32.1 80' 23' 39.2 317 16 ft. 210 ft. VERO WPDK640
N W BEACH
851 .0125 27' 441 11 . 1 80127' 25.2 400 16 ft. 344 ft. WABASSO WPDK640
N W
851 .0125 2T 4T 16. 1 80' 27' 55.2 176 26 ft 285 ft SEBASTIAN WPDK640
N W
851 .0625 2T 3T 32. 1 80' 23' 39.2 317 16 ft. 210 ft. VERO WPJR704
N W BEACH
851 .0625 27' 4T 16. 1 80' 27' 55.2 176 26 ft. 285 ft. SEBASTIAN WPJR704
N W
851 .2875 2T 3T 32. 1 80' 23' 39.2 317 16 ft. 210 tL VERO WPJR704
N W BEACH
851 .2875 2T47' 16.1 80' 2T 55.2 176 26 ft. 2a5 ft. SEBASTIAN WPJR704
N W
851 .3625 2T 37' 32.1 80' 23' 39.2 317 16 ft. 210 ft. VERO WPJR704
N W BEACH
851 .3625 2T 4T 16. 1 80' 2T 55.2 176 26 ft. 285 ft. SEBASTIAN WPJR704
N W
851 .5125 2T44' 11 .1 80' 2T 25.2 400 16 ft 344 ft WABASSO WPDK640
N W
851 .7375 27' 37' 32.1 80' 23' 39.2 317 16 ft. 210 ft. VERO WPJR704
N W BEACH
851 .7375 27' 4r 16. 1 80' 2T 55.2 176 26 ft. 285 ft. SEBASTIAN WPJR704
N W
852.0125 2T 3T 32. 1 80' 23' 39.2 150 15 ft 200 ft VERO WQEC249
N W BEACH
852.0125 2T44' 11 .1 80' 2T 25.2 400 16 ft. 344 ft. WABASSO WPDK640
N W
852.0125 2T 44' 31 .1 80139' 23.2 150 23 ft 350 ft. FELLSMERE WQEC249
N W
852.0125 27' 4T 16 N 80' 2r 55 W 150 26 ft. 300 ft SEBASTIAN WQEC249
852.2250 2T 3T 32. 1 80' 23' 39.2 317 16 ft. 210 fL VERO WPJR704
N W BEACH
852.2250 27' 4T 16.1 80' 2T 55.2 176 26 ft. 285 ft. SEBASTIAN WPJR704
N W
852.5125 27' 3r 32.1 80123' 39.2 317 16 ft. 210 ft. VERO WPDK640
N W BEACH
852.5125 2T 3T 32. 1 80' 23' 39.2 150 15 ft 200 fL VERO WQEC249
N W BEACH
852.5125 2T44' 11 .1 80' 2r 25.2 400 16 ft. 344 ft. WABASSO WPDK640
N W
852.5125 27' 44' 31 .1 80' 39' 23.2 150 23 ft. 350 ft. FELLSMERE WQEC249
N W
852.5125 27' 4T 16 N 80' 27155W 150 26 ft. 300 ft SEBASTIAN WQEC249
852.7250 2T 3T 32. 1 80' 23' 39.2 317 16 ft 210 ft VERO WPJR704
N W BEACH
852.7250 27' 47' 16. 1 80' 2T 55.2 176 26 ft. 285 ft. SEBASTIAN WPJR704
N W
852.8625 27' 37' 32. 1 80' 23' 39.2 317 16 ft. 210 ft. VERO WPJR704
N W BEACH
Page 12 of 21
County of Indian River (FL) DL8910427967
852.86 25 27' 4T 16.1 80' 27' 55.2 176 26 ft. 285 ft. SEBASTIAN WPJR704
N W
853.0125 27' 37' 32. 1 80' 23f 39.2 150 15 ft. 200 ft. VERO WQEC249
N W BEACH
853.0125 27' 44' 11 . 1 80' 27' 25.2 400 16 ft 344 IL WABASSO WPDK640
N W
853.0125 27' 44' 31 .1 80' 39' 23.2 150 23 ft. 350 IL FELLSMERE WQEC249
N W
853.0125 2T 4T 16 N 80' 2T 55 W 150 26 ft. 300 ft. SEBASTIAN WQEC249
853.0125 2T47' 16.1 80' 2T 55.2 176 26 ft. 285 ft. SEBASTIAN WPDK640
N W
853.2250 27' 37' 32.1 80' 23' 39.2 317 16 ft. 210 ft. VERO WPJR704
N W BEACH
853.2250 2T 47' 16. 1 80' 2T 55.2 176 26 ft. 285 ft. SEBASTIAN WPJR704
N W
853.3375 2T 3T 32. 1 80' 23' 39.2 317 16 % 210 ft. VERO WPJR704
N W BEACH
853.3375 2T 47' 16.1 80' 2T 55.2 176 26 ft. 285 ft. SEBASTIAN WPJR704
N W
853.7250 2T 37' 32. 1 80' 23' 39.2 317 16 ft. 210 ft. VERO WPJR704
N W BEACH
853.7250 27' 47' 16.1 80' 2T 55.2 176 26 ft. 285 ft. SEBASTIAN WPJR704
N W
Page 13 of 21
County of Indian River (FL) DL8910427967
SCHEDULE C
800 MHZ RECONFIGURATION
COST ESTIMATE — CERTIFIED REQUEST
Incumbent's Name: Indian River County, Florida
Request for Reconfi¢uration Fundine
Pursuant to the Order, Incumbent is required to reconfigure its existing facilities and requests Nextel to
fund the estimated reconfiguration costs included below
Incumbent Payment Terms : 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. Nextel will pay Incumbent
$64,020.0 within 15 days (30 days if Incumbent 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 . 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 invoice from the Vendor and (B)
Incumbent' s approval of receipt of goods and services and approval of associated costs included on the
Vendor invoice.
1 . System Description: The Indian River County PS Radio system is a M/A-Com EDACS system
consisting of 2 (two) 15 (fifteen) channel simulcast sites located on the east side of the county with a site
in the north and a site in the south. Also included in the system is a 5 (five) channel site in the west side of
the county which is multi-sited into the system using the IMC (switch). The system also has a 15 (fifteen)
channel back-up site located at Hobart Tower in the event the simulcast system were to fail. The system
consists of both NPSPAC and non-NPSPAC channels.
The maior system elements to be reconfieured are summarized in the table below:
Base station frequencies 60 60
- Voice channels 60 60
- Home/Control channels
Repeater sites 3 3
Other sites remote recv, BDA 8 BIAMPS 8
Subscriber units retuned
Subscriber units reprogrammed 2910 2910
Subscriber units replaced 1067 1067
Entities operating on the 1 1
system
Page 14 of 21
County of Indian River (FL) DL8910127967
2. Reconfiguration Milestones: For each major reconfiguration milestone listed in the table below,
provide ( 1 ) the anticipated number of days after required to begin execution of the task identified, and (2)
the estimated duration in number of days required to complete the task identified.
Reconfigure Subscriber 60
Equipment
Reconfigure Infrastructure 60
Equipment
3 . 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
workperformed) listed amount
I. Subscriber Equipment Reconfiguration Communications
International, Inc.
a. Subscriber Equipment Reconfiguration 4450 US Hwy 1 Vero $ 160,050.00
Program 2910 subscribers at $55 .00 each Beach, FL 32962
Contact
Remove System Profile(a County Guy Stevens $ 17605 .50
Requirement) from replaced Radios prior 772-9784120
to shipment back to Nextel. 1067 units at (Vendor)
$ 16.50 each.
Remove old frequencies from Radios and $ 1609050.00
retune. 2910 subscribers at $55 .00 each.
Please see attached justification memo.
Remove replaced mobile and install $200,000.00
replacement mobiles 500 mobiles at
$400.00 each
Travel Cost- Travel for programming fixed $8,250.00
equipment 100 hours at 82.50 per hour
Travel-Travel to subscriber programming $ 1 ,650.00
locations 20 hours at $82.50 per hour
H. Infrastructure Equipment
Reconfiguration
Repeater Site Infrastructure Retune 45
transmitters at $ 165 .00 each. 3 RF sites $7425 .00
Page 15 of 21
County of Indian River (FL) DL8910427967
each with 15 transmitters. 2 hours each at
$82.50 per hour.
Retune 15 Mutual Aid Transmitters at $ 1875 .00
$ 125.00 each. 1 .5 hours each
Miscellaneous Components Retune 6 $2970.00
combiners at $495.00 each. 6 hours per
combiner.
Retune 3 Mutual Aid Combiners at $ 1485 .00
$495 .00 each. 6 hours per combiner.
Retune 3 Old style TX/RX BIAMPS . 16 $3960.00
hours each to remove, transport, retune,
test ,& reinstall at 3 different locations
Reprogram 5 newer style Decolink $825 .00
BIAMPS at 2 hours each.
Project Management 590.95 hours at $59,095 .00
$ 100.00 per hour. Please see attached
Exhibit for Project Management
Breakdown.
Travel Costs Travel for programming $8250.00
fixed equipment 100 hours at $82.50 per
hour.
$ 1650.00
Travel Cost- Travel to subscriber
programming locations. 20 hours at $82.50
per hour.
$73 ,080.00
Asset Control and Distribution Plan for
Receiving, logging, securing and
distributing replacement radios. Please see
attached document.
$2700 .00
Training-3 days of training on new
equipment includes materials and
instructor.
$35 ,291 .00
Contingency - for unexpected cost
Police Officer down time for traveling to Indian River , County of $ 128,040.00
programming locations and 1840 25th Street
reprogramming wait time. 2910 radios, 2 Vero Beach, FL 32960
programming per radio,2 hours down time Contact
total each, times $22.00 per hour equals Frances Sherwood
$ 128,040.00 772-567-8000
Incumbent
Page 16 of 21
County of Indian River (FL) DL8910427967
MENNEN
III. Engineering and Verification
Engineering and Design of the SOW 40 Communications $4800 .00
hours at $ 120.00 per hour. Please see International, hie.
attached SOW.
IV. Contracts and Legal Alan S. Tilles, Esquire
Shulman Rogers, Gandal
a. Legal Fees to negotiate and review FRA Pordy & Ecker, P.A. $24,000.00
11921 Rockville Pike, Third
(60 hours not to exceed $400.00 per Rockville, Maryland 20852
hour) Phone: (301 ) 231 -0930
Fax : (301 ) 230-2891
b. FCC Licensing Work (Vendor) $2975 .00
2 sets of applications
Consummation Notices
Rebanding deadline notices and
deadline coordination
(17 hours @ $ 175 .00 per hour)
c. Other Legal Fees
Review of Closing documents $750.00
Travel Expenses ( Billed at cost) $ 1500.00
Total Estimated Costs $908,276.50
Certification
Pursuant to the Order, Incumbent hereby certifies to the Transition Administrator appointed pursuant to
the Order that the funds requested above are the minimum necessary to provide Incumbent reconfigured
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 C are comparable to costs that vendor
previously charged Incumbent foFsimilaz work.
Signature: o c
Print Name: S a Bo den
Title: C airman
Phone Number: 72 :-72i26 - 1447
E-mailsbowde t@i cgob . com
Date: 12 4 07
Page 17 of 21
County of Indian River (FL) DL8910427967
SCHEDULE D
Incumbent: Indian River County (FL)
1 ) Loaned Reconfiguration Equipment (provided by Nextel)
uanti Manufacturer Description Model Number New/[Tsed
i.
2) Replacement Equipment (to be provided by Nextel)
Quantity Manufacturer Description Model Number New/Used
531 WA COM M7100IP Mobile Radio, MAHG-S8MXX New
531 M/A COM EDAC Tnmkin MAHG-ED New
531 WA COM Control Unit, Scan, Front MAHG-CP7U New
Mount
531 M/A COM Mobile Mic MAHG-MC7T New
531 M/A COM Ace Kit, Front Mount MAHG-ZN5 W New
24 M/A COM M7100IP Mobile Radio MAHG-S8MXX New
24 M/A COM EDAC Trunking MAHG-ED New
24 M/A COM Ace Kit, Remote Mount MAHG-ZN5X New
24 M/A COM Control Unit, Scan, Remote MAHG-CP7W New
Mount
24 M/A COM Mobile Mic MAHG-MC7T New
13 M/A COM M71001P Mobile MAHG-S8MXX New
13 M/A COM EDAC Trunking MAHG-ED New
13 M/A COM Control Unit, Scan, Front MAHG-CP7U New
Mount
13 MIA COM Mic, Desk MAHG-MC5A New
13 WA COM Desk Top Base, Tone Remote, DSDX04 New
Local Control
75 WA COM P5150 Portable Radio MAHM-S8DXX New
75 M/ACOM Whip Ant MAHM-NC1K New
75 M/A COM Lapel Mic MAHM-AE7A New
75 M/A COM Belt Clip, Metal MAHM-HC7P New
150 M/A COM Battery Extra High Capacity MAHMPA9P New
75 M/A COM Charger Rapid MA11M-CH9E New
6 M/A COM Charger- Multi, Rapid MAHM-CH9E New
1 M/A COM Charger Vehicular H2VPDE New
34 TWA COM P5150 Portable Radio MAHM-S8DXX New
34 M/A COM Whip Ant MAHM-NCIK New
34 M/A COM Belt Clip, Metal MAHM-HC7P New
68 M/A COM Battery, Extra High Capacity MAHM-PA9P New
34 M/A COM Charger, Rapid MAHM-CH9E New
56 M/A COM P5150 Portable Radio MA111M-S8DXX New
56 M/ACOM Whip Ant MAHM-NC1K New
56 M/A COM Lapel Mic MAHM-AE7A New
56 M/A COM Belt Clip, Metal =M-HC7P New
112 M/A COM Batt , Extra Hi Capacity MAHM-PA9P New
56 WA COM Char er Ra id MAHM-CH9E New
21 M/A COM P5150 Portable Radio MAHM-SBDXX New
21 M/A COM Whip Ant MAHM-NC1K New
21 M/A COM Lapel Mic MAHM-AE713 New
21 M/A COM Belt Clip, Metal MAHM-HC7P New
42 M/A COM Battery, Extra High Capacity MAHM-PA9P New
21 MVA COM Charger, Rapid MAHM-CH9E New
31 MVA COM P5130 Portable Radio MAHM-LSCXX New
31 MVA COM Whip Ant MAHM-NC1K New
31 MVA COM Lapel Mic MAHM-AE7A New
31 MVA COM Belt Clip MAHM-HC7P New
62 M/A COM Battery, Ultra High Capacity MAHM-PA9P New
31 MVA COM Rapid Charger MAHM-CH9E New
175 MVA COM P71701P Portable HT7170T81X New
175 MVA COM EDAC Trunking HTED New
175 1 MVA COM Digital Voice, AEGIS HTPUT New
175 M/A COM Whip Ant HTNCIK New
175 WA COM Lapel Mic HTAE7B New
175 MVA COM Belt Clip HTHC7P New
350 MVA COM Battery, Extra Gigh Capacity HTPA9P New
175 MVA COM Charger, Rapid HTCH9E New
12 M/A COM Charger, Multi Rapid HTCH9A New
9 MVA COM Charger, Veh Enhanced H2VPDE New
70 MVA COM P71501P Portable Radio HT715OS81X New
70 MVA COM EDAC Trunking HTED New
70 MVA COM Digital Voice, AEGIS HTPC3T New
70 MVA COM Whip Ant HTNCIK New
70 MVA COM Lapel Mic HTAE713 New
70 MVA COM Belt Clip HTHC7P New
140 MVA COM Battery Extra High Capacity HTPA9P New
70 1 M/A COM Charger, Rapid HTCH9E New
3 MVA COM Charger, Multi Rapid HTCH9E New
10 MVA COM Enhanced Veh Charger H2VPDE New
85 M/A COM P71701P Portable Radio HT717OT81X New
85 M/A COM EDAC Trunking HTED New
85 M/A COM Whip Ant HTNCIK New
85 MVA COM Lapel Mic HTAE7B New
85 MVA COM Belt Clip HTHC7P New
170 WA COM Battery, Extra High Capacity HTPA9P New
85 WA COM Charger, Rapid HTCH9E New
8 M/A COM P71701P Portable Radio HT7170T81X New
8 MVA COM EDAC TrunIcing HTED New
8 MVA COM Whip Ant HTNCIK New
8 MVA COM Lapel Mic HTAE7B New
8 M/A COM Belt Clip HTHC7P New
16 MVA COM Battery, Extra Higb Capacity HTPA9P New
8 MVA COM Charger, Rapid HTCH9E New
4 WA COM Charger, Multi Rapid HTCH9A New
10 WA COM P51501P Portable Radio , MAHM-SBDXX New
10 MVA COM Digital Voice, Aegis MAHM-PUT New
10 MVA COM Whip Ant MAHM-NC1K New
10 MVACOM La el Mic MAHM-AE7B New
10 MVA COM Belt Clip MAHM-HC7P New
Page 19 of 21
County of Indian River (FL) DL8910427967
20 M/A COM Battery, Extra High Capacity HTPA9P New
10 M/A COM Charger, Rapid HTCH9E New
55 M/A COM P71701P Portable with Digital HT7170T81E New
Des Encryption
55 M/A COM EDAC Trunking HTED New
55 M/A COM VGE Encryption and Aegis HTVE New
Digital Voice
55 M/A COM Whip Ant HTNCIK New
55 M/A COM Lapel Mic HTAE7A New
55 M/A COM Belt Clip HTHC7P New
110 M/A COM Battery, Extra High Capacity HTPA9P New
55 M/A COM Charger, Rapid HTCH9E New
12 M/A COM P71701P Portable Radio HT7170T81X New
12 M/A COM EDAC Trunking HTED New
12 M/A COM I Whip Ant HTNCIK New
12 M/A COM Belt Clip HTHC7P New
24 M/A COM Battery, Extra High Capacity HTPA9P New
12 M/A COM Charger, Rapid HTCH9E New
3) Replaced Equipment (to be delivered to Nextel prior to the Reconciliation Date)
Quantity Manufacturer Description Model Number
516 M/A COM MDX Mobile (each with control unit and MDX Scan
microphone)
10 M/A COM FMD Mobile (each with control unit and FMD Scan
microphone)
4 M/A COM MDR Mobile (each with control unit and MDR Scan
microphone)
1 M/A COM Monogram Mobile (each with control unit and Monogram Scan
microphone)
24 M/A COM Ranger Mobile (each with control unit and Ranger Scan
microphone)
10 M/A COM Ranger Desk Top (each with desk mic and tone Ranger Scan
remote base)
3 M/A COM MDX Desk Top (each with desk mic and tone MDX Scan
remote base)
75 M/A COM MPA Portable MPA Scan
150 M/A COM Battery N/A
75 M/A COM Whip Ant N/A
75 M/A COM Charger N/A
75 M/A COM Belt Clip N/A
6 M/A COM Multi Charger N/A
1 M/A Com ENH Veh Charger N/A
75 M/A COM S eaker/Mic N/A
34 M/A COM 300P Portable 300P Scan
68 M/A COM Battery N/A
34 M/A COM Whip Ant N/A
34 M/A COM Charger N/A
34 M/A COM Belt Clip N/A
56 M/A COM PCS Portable PCS Scan
112 M/A COM Batte N/A
Page 20 of 21
County of Indian River (FL) DL8910427967
56 M/A COM Whip Ant N/A
56 WA COM Charger N/A
56 WA COM Belt Clip N/A
56 MIA COM Speaker Mic N/A
21 M/A COM MPD Portable MPD Scan
42 M/A COM Battery N/A
21 WA COM Whip Ant N/A
21 WA COM Charger N/A
21 M/A COM Belt Clip N/A
21 M/A COM Speaker Mic N/A
31 WA COM MPD Portable MPD Scan
62 MIA COM Battery N/A
31 MIA COM Whip Ant N/A
31 M/A COM Charger N/A
31 M/A COM Belt Clip N/A
31 M/A COM Speaker Mic N/A
175 MIA COM MPA Portable, Digital Voice Aegis MPA System
350M A COM Battery N/A
175 WA COM Whip Ant N/A
175 MIA COM Charger N/A
175 M/A COM Belt Clip N/A
12 MA/COM Multi Charger N/A
175 MA/COM Speaker Mic N/A
9 MIA COM Enhanced Veh Charger N/A
70 M/A COM MPA Portable, Digital Voice, AEGIS MPA Scan
140 M/A COM Ba N/A
70 WA COM Whip Ant N/A
70 M/A COM Charger N/A
70 M/A COM Belt Clip N/A
3 M/A COM Multi Charger N/A
70 MIA COM Speaker Mic N/A
10 M/A COM Enhanced Veh Charger N/A
85 M/A COM PCS Portable PCS System
170 M/A COM Battery N/A
85 M/A COM Charger N/A
85 M/A COM Whip Ant N/A
85 M/A COM Belt Clip N/A
85 M/A COM Speaker Mic N/A
8 WA COM MPD Portable MPD S stem
16 M/A COM Battery N/A
8 M/A COM Whip Ant N/A
8 M/A COM Charger N/A
8 M/A COM Belt Clip N/A
8 M/A COM Speaker Mic N/A
4 M/A COM Charger, Multi N/A
10 M/A COM MPD Portable, Digital Voice, Aegis MPD Scan
20 M/A COM BattN/A
10 M/A COM Whip Ant N/A
10 M/A COM Charger N/A
10M/A COM Belt ClipN/A
10 M/A COM Speaker Mic N/A
Page 21 of 21
County of Indian River (FL) DL8910427967
55 M/A COM MPA Portable VGE Encryption, AEGIS Digital MPA System, Encrypted
Voice, Flash Code I757EMO6
110 MIA COM Battery N/A
55 M/A COM Whip Antenna N/A
55 M/A COM Charger N/A
55 M/A COM Belt Clip N/A
55 M/A COM Speaker Mic N/A
12 M/A COM Monogram Portable Monogram System
24 WA COM Battery N/A
12 M/A COM Charger N/A
12 M/A COM Whip Ant N/A
12 M/A COM Belt Clip N/A
Page 22 of 21
County of Indian River (FL) DL8910427967
SCHEDULE E
Product Typical Values
The Product Typical Values for Replacement Equipment shall be:
a. for Replacement Equipment set forth on Schedule C, the cost shown on Schedule C for
the item of Replacement Equipment; or
b. for Replacement Equipment comprising M/A-COM subscriber radios, options and
accessories, the most recent price list as of the date a reconciliation statement is sent to
Incumbent by Nextel less 15%.
In lieu of paying the Product Typical Value 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, may include equipment of the same condition (e.g.,
new for new or used for used) and from the same manufacturer that is the identical model (or its
equivalent replacement if the exchanged model is no longer manufactured) and includes the same or like
options and accessories as the Replacement Equipment provided by Nextel.
Page 23 of 21
County of Indian River (FL) DL8910427967
EXHIBIT A
Incumbent Information
Thefollowing questions are requiredforprocessing Electronic Funds Transfers and if Incumbent
wants Ne�del to complete the FCCfdings on its behalf. All information contained herein shall be kept
strictly confidential and will be used only in completion of the Frequency Reconfiguration transaction.
1. INCUMBENT I1 O '
Please provide _ r
CompanyN
mc: LL44i 4A A'J'isr-
i79A" 11Y�
l'Y011 .. _
City/State/Zip: - �<"��i 1 .
Phonesr
Fax: •
Ifnot identified in the contract, please provide
thefollowing.-
IL BANK ACCOUNT INFORMATION ' ' hh forp . u - huh .: fundstransfer.)
Address of Bank:
City/State/Zip:, 1
. h . ' huh - _ •
: ' ' h • i
Account #:
Federal,Name on Account:
- or Individual •
. u - of Brokerage a applicable):
Brokerage Account # (if applicable):
In the event Incumbent not provide r r i for electronic fundstransfer, b .
nt
acknowledges thr all payments made by be mailed J days of the date of
performance r• r ' r by b • nt (for each rr as stipulated in the Agreement.
Acknowledged by Incumbent: (signature
required only r ' does notr an r rtransfer)
County of Indian River (FL) DL8910427967 Page 24 of 21
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).
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, State 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, REGULATORY INFORMATION
Would you like Nextel's Regulatory department to prepare and file all necessary FCC paperwork
on your behalf? Yes / No
Ifyes, please provide the following Universal Licensing If no, please provide the following information regard
System ("ULS") information for your licenses: who will take care of the preparation and filing of all
necessary FCC paperwork on your behalf:
FRN (FCC Registration Number): Contact Name:
ULS PASSWORD: Organization:
Address:
Contact Representative for any FCC related issues:
City:
Name:
State/Zip:
Phone Number:
j Phone Number:
APPROVED
Email Address:
Attest: ,; , lit : rJarton, Clee
67 Page 25 of 21
C my Ad inistrator
By:
I hereby acknowledge that all of the information provided herein is true and correct as of the date signed below.
- -
Incumbent Signature:
Print Name: Sandra , Bowden-
Tide:
w enTide: Chairman L `<
Date: 12 / 5 / 07
APPROVED Attest: J . K. Barton , Clerk
1 By:
Deputy Clerk
my AUni,4tk*# F
Page 26 of 21
County of Indian River (FL) DL8910427967
EXHIBIT BI
Reconciliation Documentation
Certification of Labor Rates
Incumbent hereby certifies that the information provided herewith 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 reimbursed rate/s listed in the attached invoice(s), if any, have been
determined in accordance with the TA's policy on Incumbent Labor Rates as documented at
http://www.800ta.org/contmt/PDF/policy/IncumbentLaborRatePolicypdf as of the date of this statement.
The Incumbent acknowledges that all costs incurred and/or charged by Incumbent, if any, are subject to
the Review Rights (as that term is defined in the FRA with Nextel) of the TA. Incumbent agrees to the
foregoing calculations (without changes) in accordance with the terms of the FRA.
Incumbent Name:
Related Invoice #'s:
Signature:
Name:
Title:
Date:
Page 27 of 21
County of Indian River (FL) DL8910427967
EXHIBIT B2
INCUMBENT INTERNAL REBANDING COSTS
Pursuant to the Frequency Relocation Agreement made the day of 2006 by and
between Incumbent Name and Nextel Name, 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 Hours or Units Cost per Hour or Total Cost
Done completed Unit
Mobile/Portable xxx $$$ $xxx.xx
Radios Retunes
Repeaters Retuned $xxx.xx
Combiners Retuned $xxx. xx
Install , verify $xxx. xx
operation & remove
temporary equipment
Field service $xxx . xx
preplanning support,
Frequency Review,
Develop Transition
Plan, Testing
Project Management, $xxx . xx
SOW Preparation, Cost
Estimates, Contract
Negotiations,
Engineering Support
and preplanning
meeting, transition
planning, coordination
of personnel
Engineering non-labor $xxx.xx
travel costs (Travel
to/from, rental car,
hotel)
Other $xxx.xx
TOTAL $xxx.xx
By:
Name :
Title :
Phone Number:
Date :
Page 28 of 21
County of Indian River (FL) DL8910427967