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SETTLEMENT LETTER - CITY NOT A PARTY TO THIS AGREEMENT? 2 ?P??M 0 HARRIS CORPORATION 221 Jefferson Ridge Parkway Lynchburg, VA 24501 Phone: 434 455 9462 www.harric rnm October 14, 2010 Sprint Nextel Corporation 6575 The Corners Parkway Norcross, GA 30092 Attn: Mr. William Jenkins Vice President, Spectrum Development Re. Equipment Reconfiguration or Replacement Discussion under the Frequency Reconfiguration Agreement dated October 24, 2007, between the City of Clearwater, a municipal subdivision of the State of Florida (the "City") and Nextel South Corp. ("Nextel South"), a wholly-owned indirect subsidiary of Sprint Nextel Corporation, a Kansas corporation (collectively, the "FRA") Dear Mr. Jenkins: The City has asked Harris Corporation, acting through its RF Communications Division ("Harris") to assist the City in resolving a dispute between the City and Nextel South. The City and Nextel South entered into the FRA in October 2007. Pursuant to the terms of the FRA, Nextel South provided 486 new radios (the "Replacement Radios") to the City, at Nextel South's expense, to replace 486 existing radios then owned by the City (the "Existing Radios"). The Replacement Radios were installed in City vehicles and distributed to City personnel for official use. M/A-COM, Inc., a predecessor to Hams Corporation, sold the 486 Replacement Radios to Nextel Operations, Inc. ("Nextel Operations") pursuant to a Master Purchase Agreement between Nextel Operations and M/A-COM, Inc. dated June 2, 2006 (the "MPA"). In May, 2009, Harris acquired the M/A-COM, Inc. business including the M/A-COM business with the City and assumed the MPA from M/A-COM. A dispute has arisen between Nextel South and the City whether it was necessary to replace the City's 486 Existing Radios with the Replacement Radios or whether instead the City's 486 Existing Radios should have been reconfigured; Nextel South has asked the City to return the Replacement Radios (the "Replacement Radios Return Request"). The City has refused. Harris has agreed to assist the City with the resolution of the dispute with Nextel South. The City, Nextel South and Harris have reached an agreement and Nextel South has agreed to have Nextel Operations accept 386 new radios with EDACS software to be provided by Harris, at Harris' sole expense, on the City's behalf (the "Resolution Radios"). In return for its receipt of the Resolution Radios, Nextel South will drop its request that the City return the Replacement Radios. The specific models of the 386 Resolution Radios with EDACS software to be provided by Harris to Nextel South are 129 M7100 mobile radios (Harris Model No. MAHG-S8MXX with option MAHG-ED) and 257 P7100 portable radios (Harris Model No. HT715OS81X with option HTED). Within fifteen (15) days after this letter is countersigned by Nextel South and the proposed dispute resolution is approved by Clearwater City Council, Harris will ship the 386 Resolution Radios to Nextel Operations at the "Delivery Location" (as that term is defined in the MPA). Within ten (10) days after Nextel Operations receives the 386 Resolution Radios, Nextel Operations shall acknowledge receipt of the 386 Resolution Radios by providing written notice to the City and Harris (the "Delivery Acknowledgment"). The City has agreed to provide Harris with certain funds upon the City's receipt of the Delivery Acknowledgment (the "City assuredcommunicationsT M HARRIS CORPORATION 221 Jefferson RidgliParkway Lynchburg, VA 24501 Phone: 434 455 9462 www.harris.com Funds"). Harris shall immediately provide written notice to Nextel Operations of its receipt of the City Funds. However, in the event that Harris notifies Nextel Operations within thirty (30) days after the date of the Delivery Acknowledgment that the City Funds have not been delivered to Harris, Nextel Operations agrees to return the Resolution Radios to Harris upon request. Both Harris and Nextel South agree that this is a negotiated compromise of any existing or potential dispute between Harris and Nextel South regarding the Replacement Radios Return Request and nothing in this letter shall be considered an admission by either Nextel South or Harris of any liability regarding the Replacement Radios Return Request. Except for breaches of the express obligations set forth in this letter which are not released, both Harris and Nextel South (each a "Party") and their respective, as applicable, shareholders, directors, officers, agents, representatives (including, without limitation, Communications International, Inc.), attorneys, insurers and employees (collectively, the "Party Representatives"), upon delivery of the Resolution Radios to Nextel Operations and either: (i) the delivery of the City Funds to Harris; or (ii) the expiration of the 30 day period without the receipt by Nextel Operations of a request from Harris to return the Resolution Radios due to non-payment of the City Funds (as discussed above), release and forever discharge the other Party and its Party Representatives from and against any and all actual or alleged claims, demands, causes of action, losses, liabilities, costs and expenses which they now have, or which may at any time hereafter accrue, solely arising out of or related to the Replacement Radios Return Request. Nothing in this letter shall be construed to release either Party from any claims, demands, causes of action, losses, liabilities, costs or obligations they may have under the MPA for the Resolution Radios. Harris and Nextel Operations agree that the warranties provided by Harris under the MPA shall apply for the Resolution Radios. The agreement between Nextel South, Nextel Operations and Harris set forth in this letter constitutes the entire agreement between the Parties regarding the Replacement Radios Return Request and the Resolution Radios, and supersedes any and all other agreements and negotiations, whether oral or in writing. The agreement between Nextel South and Harris set forth in this letter may not be :modified or changed in any manner except by a jointly signed written modification. Except as otherwise required by Florida law, the terms of the agreement set forth in this letter shall remain confidential between the Parties and shall not be disclosed to a third party except for the Transition Administrator (appointed by the Federal Communications Commission pursuant to the 800 MHz Report and Order). The terms of the agreement set forth in this letter shall be governed by the laws of the State of Florida. This letter agreement may be executed in counterparts and by electronic signature. Each of said counterparts, when so executed and delivered, shall be deemed an original of the one agreement. [End of Text This Page] assuredcommunicationsr^^ HARRIS CORPORATION 221 Jefferson Ridgj' Parkway Lynchburg, VA 24501 Phone: 434 455 9462 www.harris.com Please sign in the space below to indicate Nextel South's agreement with the terms set forth in this letter and return a signed copy to me on or before October 29, 2010. Harris appreciates Nextel South and Nextel Operations business and the opportunity to amicably resolve this matter. Sincerely, HARRIS CORPORATION, acting through its RF Communications Division L, By: Charles Shaughnessy Vice President - LMR Products SEEN AND AGREED TO BY: NEXTEL SOUTH CO By: tXi"l Name: SUTT T TAIUI M TT:T?IYTUC AUTHORIZED SIGNATORY Title: Date: 11) NEXTEL OPERATI09S, IN By: Name: _ WTI i JAM M 1 MINS AUTHORIZED SIGNATORY Title: Date: v- Z /,2 assuredcommunicationSTM