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MUTUAL ASSIGNMENT OF FCC LICENSES RECONFIGURATION CERTIFICATIONSCity of Clearwater Frequency Reconfiguration Agreement Final Closing MUTUAL ASSIGNMENT OF FCC LICENSES RECONFIGURATION CERTIFICATIONS A. City of Clearwater, a municipal subdivision of the State of Florida ("Incumbent") and Nextel South Corp., a wholly owned indirect subsidiary of Nextel Communications, Inc., have entered into a Frequency Reconfiguration Agreement ("Agreement"), dated October 24, 2007, as amended on November 11, 2010 for the reconfiguration of Incumbents 800 MHz system which includes the assignment by Incumbent to Nextel of certain 800 MHz frequencies previously licensed to Incumbent (the "Incumbent Frequencies") and the creation or assignment by Nextel to Incumbent of certain 800 MHz frequencies previously licensed to Nextel (the "Replacement Frequencies"). B. Incumbent and Nextel have applied far and received the Federal Communications Commission ("FCC") approvals as required under the Agreement for the assignment of the Incumbent Frequencies and Replacement Frequencies; NOW, THEREFORE: 1. Incumbent has caused the assignment of the Incumbent Frequencies identified on the attached Schedule A to Nextel or has caused the deletion of the Incumbent Frequencies from the Incumbent Licenses (as defined in the Agreement). Nextel accepts such assignment and assumes responsibility as licensee from and after the date hereof. 2. Nextel or Incumbent has caused the modification of the Incumbent Licenses to add the Replacement Frequencies and/or Nextel has caused the creation of a new FCC license for Incumbent that includes the Replacement Frequencies as identified on the attached Schedule B. Incumbent accepts this grant/assignment and assumes responsibility as licensee from and after the date hereof. 3. Nextel has caused 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. 4. Incumbent agrees that all necessary work contemplated by the Agreement to reconfigure Incumbent's facilities has been satisfactorily completed. 5. Incumbent has requested payment from Nextel, either as part of Incumbent's initial Cost Estimate (Schedule C of the Agreement) or as changes thereto submitted pursuant to Section 8 of the Agreement, of the Actual Costs Incumbent reasonably incurred or paid in connection with the reconfiguration of its system from the Incumbent Frequencies to the Replacement Frequencies and that Incumbent believes Nextel is obligated to pay under the Order. 6. Nextel and Incumbent agree to the following calculations related to the Actual Costs and agree to the delivery of the remaining payment or refund as outlined below (in accordance with Incumbents payment instructions or Nextel's payment instructions (as the case may be)): Total Actual Costs of Reconfiguration: $246,351.43 Less: Advance Payment ($13,930.00) Less: Vendor Payments (if applicable) ($219,741.43) Remaining Payment (as of the date on the signed Reconciliation $12,680.00 Statement) due to Incumbent prior to the Closing Date: Refund (as of the date on the signed Reconciliation Statement) due to $0.00 Nextel priar to the Closing Date: (if applicable) 7. Incumbent agrees that the total amount that will be paid by Nextel to Incumbent and on behalf of Incumbent for the reconfiguration of Incumbent's facilities from the Incumbent Frequencies to the Replacement Frequencies is $246,351.43 and is equal to the Actual Costs Incumbent reasonably incurred or paid to other entities to reconfigure Incumbent's facilities. 8. Prior to the Closing Date, or upon receipt of the Remaining Payment due to Incumbent or Refund due to Nextel (as outlined in the table above), Incumbent agrees that Nextel does not owe Incumbent any additional amount for the reconfiguration of Incumbent's facilities pursuant to the Agreement. 9. Incumbent has delivered to Nextel and Nextel has provided to Incumbent all equipment required to be delivered or provided as identified on the attached Schedule D. 10. Nextel does hereby grant, deliver, exchange, transfer, convey and assign the Nextel Replacement Equipment to Incumbent its successors and assigns. 11. Incumbent does hereby grant, deliver, exchange, transfer convey and assign the Nextel Replaced Equipment to Nextel. (Signature pages follow) IN WTTNESS WHEREOF, Nextel and Incumbent have caused this MuTUAL ASS�G1v1v�E1v'r OF FCC LICENSES/ RECONFIGURATION CERTIFICATION to be executed as of the dates set forth below. 1NCUMBENT: City of Clearwater (FL) : , � �� �j/ / Name: Frank V. Hibbard Title: Mayor Date:T _c�L'e%� i.�y °1��-Z. Countersigned: : ���� . � '� William B. Horne II Approved as to form: By: � Laura Lipowski -Mahony Assistant City Attorney Attest: � �,3�.e. B� A�P�iI 2�► �c.� ( �i Citv Clerk NEXTEL: Nextel South Corp. �i By: � Name: Patricia C. Tikkala Title: Auth�riz�d Signatory Date: /// 1�jL. � Q City of Clearwater Frequency Reconfiguration Agreement Final Closing MUTitAL ASSIGNMENT OF FCC LICENSES RECONFIGiJRATION CERTIFICATIONS SCHEDULE A Incumbent Frequencies Incumbent's Name: City of Clearwater (FL� Incumbent Assigns to Nextel: Call Sign Frequencies Licensee City # of Exp Date Lat (N) Long (� Fre s WNHB993 860.4375 Clearwater, Clearwater 1 3/20/2011 28-1-55.1 82-41-15.4 Cit of WNHB993 860.4375 Clearwater, Clearwater 1 3/20/2011 27-56-43.1 82-47-12.4 City of City of Clearwater Frequency Reconfiguration Agreement Final Closing MUTUAL ASSIGNMENT OF FCC LIC.ENSES RECONFIGURATION CERTIFICATIONS SCHEDULE B Replacement Frequencies Incumbent's Name: City of Clearwater (FL) Nextel Assigns to Incumbent: Replacement Lat (N) Long (W) ERP Gnd Ant. New Licensee City Frequencies (W) Elev Height ft ft 858.1875 27-56-43.1 82-47-12.4 220 66 312 Clearwater, Clearwater City of 858.1875 28-1-55.1 82-41-15.4 220 52 305 Clearwater, Clearwater Ci of City of Clearwater Frequency Recon�guration Agreement Final Closing MUTUAL ASSIGNMENT OF FCC LICENSES RECONFIGURATION CERTIFICATIONS SCHEDULE C Intentionally Omitted City of Clearwater Frequency Reconfiguration Agreement Final Closing MUTUAL ASSIGNMENT OF FCC LICENSES RECONFIGURATION CERTIFICATIONS SCHEDULE D 1) Replacement Equipment (to be provided by Nextel) uanti Manufacturer Descri tion Model Number 205 M/A-Com M7100IP Radio Type 806-870 MHz, MAHG-S8MXX 35W, EDACS trunkin 205 M/A-Com FEATURE PACKAGE, EDACS MAHG-ED TRiJNKING OPERATION (includes Conventional o eration) 51 M/A-Com CONTROL UNIT, SCAN, REMOTE MAHG-CP7W MOUNT 154 M/A-Com CONTROL UNIT, SCAN, FRONT MAHG-CP7U MOUNT 5 M/A-Com MICROPHONE, DESK MAHG-MCSA 200 M/A-Com MICROPHONE, MOBILE MAHG-MC7T 51 M/A-Com KIT, ACCESSORY, REMOTE MAHG-ZNSY MOUNT, SOW TX AND BELOW 149 M/A-Com KIT, ACCESSORY, FRONT MOLTNT, MAHG-ZNSW 60W TX AND BELOW 5 M/A-Com DESKTOP BASE, TONE REMOTE, DSDX04 LOCAL CONTROL 681 M/A-Com P5150 Radio Type (Scan) MAHM-S8DXX 806-870 MHz 34 M/A-Com P5130 Radio Type (Select) MAHM-L8DXX 806-870 MHz 715 M/A-Com ANTENNA, 806-870 MHZ, WHIP<IS> MAHM-NC1K 1430 M/A-Com BATTERY, NIMH, EXTRA HIGH MAHM-PA9P CAPACITY 335 M/A-Com MICROPHONE, LAPEL/ANTENNA MAHM-AE7B PROVISION Includes Rubber PTT Button, Emergency Button, 2-Position Volume Control, Earphone Jack, and Antenna Port (Order antenna separately) <IS> 380 M/A-Com MICROPHONE, LAPEL Includes MAHM-AE7A Rubber PTT Button, Emergency Button, 2-Position Volume Control, and Ea hone Jack<IS> 715 M/A-Com BELT CLIP, METAL<IS> MAHM-HC7P 715 M/A-Com CHARGER, DESK, RAPID, 120/230 MAHM-CH9E VAC 40 M/A-Com CHARGER, MULTI, RAPID, 120/230 MAHM-CH9A VAC 44 M/A-Com P7170IP Radio Type System HT7170T81X 806-870 MHz 63 M/A-Com P7150IP Radio Type System HT7150S81X 806-870 MHz 34 M/A-Com FEATURE PACKAGE, EDACS HTED TRiJNKING OPERATION (includes Conventional operation) 63 M/A-Com FEATURE PACKAGE, PROVOICE HTPV DIGITAL TRLJNKING OPERATION (includes EDACS and Conventional o eration) 63 M/A-Com DIGITAL VOICE, AEGIS HTPL3T 107 M/A-Com ANTENNA, 806-870 MHZ, WHIP <IS> HTNCIK 214 M/A-Com BATTERY, NIMH, EXTRA HIGH HTPA9P CAPACITY 1 M/A-Com MICROPHONE, LAPEL/ANTENNA HTAE7B PROVISION Includes Rubber PTT Button, Emergency Button, 2-Position Volume Control, Earphone Jack, and Antenna Port (Order antenna separately) <IS> 107 M/A-Com MICROPHONE, LAPEL Includes HTAE7A Rubber PTT Button, Emergency Button, 2-Position Volume Control, and Ea hone Jack <IS> 96 M/A-Com BELT CLIP, METAL<IS> HTHC7P 107 M/A-Com CHARGER, DESK, RAPID, 120/230 HTCH9E VAC 2) Replaced Equipment (to be delivered to Nextel prior to the Reconciliation Date) uanti Manufacturer Descri tion Model Number 6 Mobile Radio MDX / PM82SP 20 Mobile Radio FMD (ALPHA) / 19C336860P13 123 Mobile Radio FMD (NLJMERIC) / 19C336860P13 48 Mobile Radio Ran / 19C852802P2 3 Mobile Radio MDR / PM81DN 1 Control Station with tone remote base MDX / PM82SP 4 Control Station each with tone remote Rangr / 19C852802P2 base 5 Desk Mics 200 Mobile Mics 16 Portable Radio PCS Scan / KRD103118/1 32 Battery 19A705293P2 16 Antenna PCNC3L 16 Char er 19A705493P2 16 Beltcli PAHC 1 C 16 Spk/mic PCAE3P 2 Bank Char er BML16151/024 34 Portable Radio MPD Select / 19B801503P4 68 Battery BKB 191205/4 34 Antenna KRE 1011223/O 1 uanti Manufacturer Descri tion Model Number 34 Char er BML16151/021 34 Beltclip PAHC 1 C 34 S k/mic KRY1011617/12 32 Bank Char er 19B801506P6 335 Portable Radio MPD Scan / 19B801503P5 670 Battery BKB 191205/4 335 Antenna KRE 1011223/O 1 335 Beltcli PAHCIC 335 S k/mic KRY1011617/12 335 Char er BML16151/021 64 Portable Radio MPA Scan / PAPSTS 128 Battery BKB 191205/4 64 Antenna KRE 101223/O 1 64 Charger BML 16151 /021 64 Beltclip PAHC 1 C 64 S k/mic KRY1011617/12 266 Portable Radio LPE-200 Scan / KRD 103 103/ A31 532 Battery H9PA7M 266 S k/mic KRY101 1617/73 266 Antenna H9NC 1 K 266 Char er BML16159/1 6 Bank Charger 344A3072P9 1 Portable Radio PCS System / KRD 103118/2 2 Battery 19A705293P2 1 Antenna PCNC3L 1 Char er 19A705493P2 1 Beltclip PAHC 1 C 1 Spk/mic PCAE3P 14 Portable Radio MPD System / 19B801503P6 28 Battery BKB 191205/4 14 Antenna KRE 1011223/O 1 14 Char e BML16151/021r 14 S k/mic KRY1011617/12 63 Portable Radio MPD Voice Guard/ PVZJIXS 126 Battery BKB 191205/4 63 Antenna KRE 1 0 1 1 223/0 1 63 Charger BML 16151 /021 63 Beltclip PAHC 1 C 63 S k/mic KRY1010617/12 10 Portable Radio MPD System / 19B801503P6 20 Batte BKB 191205/4 10 Antenna KRE 1011223/O 1 10 Char er BML16151/021 10 Beltclip PAHC 1 C 10 Spk/mic KRY1011617/12 8 Portable Radio MPA S stem / PAZAT6 16 Battery BKB 191205/4 8 Antenna KRE 1011223/O 1 uanti Manufacturer Descri tion Model Number 8 Charger BML 16151 /021 8 Beltclip PAHC 1 C 9 S k/Mic KRY1011617/12 11 Portable Radio Prism System / KRD 103 103/ A21 11 Antenna H9NC 1 K 22 Batte H9PA7M 11 Beltcli PAHC 1 C 11 S k/mic H9AESE 11 Charger H9CH7T City of Clearwater Frequency Reconfiguration Agreement Final Closing CLOSING CERTIFICATE OF CITY OF CLEARWATER I do hereby certify of behalf of City of Clearwater, a municipal subdivision of the State of Florida ("Incumbent"), that: 1. Incumbent is a municipal subdivision, and the undersigned is a duly appointed and acting officer or authorized signatory of Incumbent. 2. Incumbent has in all material respects complied with, satisfied and performed all obligations and conditions under the Frequency Reconfiguration Agreement (the "Agreement") dated October 24, 2007, as amended on November 11, 2010, by and between Incumbent and Nextel South Corp., a wholly-owned indirect subsidiary of Nextel Communications, Inc., a Delaware corporation ("Nextel"), required to be complied with, satisfied or performed by Incumbent on or prior to the date set forth below including but not limited to the "Closing Conditions" as set forth in the Agreement. 3. All the representations and warranties made by Incumbent in the Agreement are true and correct with respect to Incumbent as of the date set forth below. IN WITNESS WHEREOF, Incumbent has caused this CLOS�NG CExTiF�CATE to be executed as of the date set forth below. INCUMBENT: City of Clearwater ; = / • /�/ � � Name: Frank V. Hibbard Title: Ma or � �..�t,urti� � Date: ,�`_' �.�u �?I.i '�% s � , ������ . ~� � � \t��, %r t � � � i /f► � ; ,�, '��,�1► . .,..:� , :�.Y'i. �'�1 tt! � % ,) * �� i� � '�� ... . . City of Clearwater Frequency Reconfiguration Agreement Final Closing CLOSING CERTIFICATE OF NEXTEL SOUTH CORP. I do hereby certify on behalf of Nextel South Corp., a wholly-owned indirect subsidiary of Nextel Communications, Inc., a Delaware corporation ("Nextel"), that: 1. Nextel is a corporation or other entity and the undersigned is a duly appointed and acting officer or authorized signatory of Nextel. 2. That Nextel has in all material respects complied with, satisfied or performed all obligations and conditions under that certain Frequency Reconfiguration Ageement (the "Agreement"), dated October 24, 2007, as amended on November 11, 2010, by and between Nextel and City of Clearwater, a municipal subdivision of the State of Florida ("Incumbent") required to be complied with, satisfied or performed by Nextel on or prior to the date set forth below including but not limited to the "Closing Conditions" as set forth in the Agreement. 3. All the representations and warranties made by Nextel in the Agreement are true and correct with respect to Nextel as of the date set forth below. IN WITNESS WHEREOF, Nextel has caused this CLOS�1vG CERTIF�CA1'E to be executed as of the date set forth below. NEXTEL: Nextel South Corp. By. _�_� Name: Patricia C. Tikkala Title: Authorized Signatory Date: _ �l��j z-- Transition Administrator The Official Reconfiguration Manager 800 MHZ RECONFIGURATION COMPLETION CERTIFICATION Incumbent Name: City of Clearwater Certification Pursuant to the FCC's order mandating the 800 MHz band reconfiguration (the "Order"), the above-name incumbent licensee (the "Incumbent") hereby certifies to the Transition Administrator appointed pursuant to the Order as follows: 1. That Incumbent has relinquished its original 800 MHz frequencies identified on Schedule A attached and reconfigured its facilities to operate on the replacement frequencies identified on Schedule B attached (the "Replacement Frequencies"); 2. That all work required to reconfigure Incumbent's facilities to operate on the Replacement Frequencies has been satisfactorily completed; and 3. That Nextel South Corp. ("Nextel") and Incumbent have agreed to the sum paid by Nextel for such work. Signature: PrintName: L ura Lipowski-Mah y Title: Assistant City Attorne Phone Number: � 2 � 5 6 2- 4 01 0 E-mail:Laura.Mahony@myclearwater.com Date: 1 C'o - l �- City of Clearwater Frequency Reconfiguration Agreement Final Closing MUTUAL ASSIGNMENT OF FCC LICENSES RECONFIGLJRATION CERTIFICATIONS SCHEDULE A Incumbent Frequencies Incumbent's Name: City of Clearwater (FL) Incumbent Assigns to Nextel: Call Sign Frequencies Licensee City # of Exp Date Lat (N) Long (W) Fre s WNHB993 860.4375 Clearwater, Clearwater 1 3/20/2011 28-1-55.1 82-41-15.4 City of WNHB993 860.4375 Clearwater, Clearwater 1 3/20/2011 27-56-43.1 82-47-12.4 Ci of City of Clearwater Frequency Reconfiguration Agreement Final Closing MUTUAL ASSIGNMENT OF FCC LICENSES RECONFIGURATION CERTIFICATIONS SCHEDULE B Replacement Frequencies Incumbent's Name: City of Clearwater (FL) Nextel Assigns to Incumbent: Replacement Lat (N) Long (� ERP Gnd Ant. New Licensee City Frequencies (W) Elev Height ft ft 858.1875 27-56-43.1 82-47-12.4 220 66 312 Clearwater, Clearwater City of 858.1875 28-1-55.1 82-41-15.4 220 52 305 Clearwater, Clearwater City of