FREQUENCY RECONFIGURATION AGREEMENT
FREQUENCY RECONFIGURATION AGREEMENT
THIS FREQUENCY RECONFIGURATION AGREEMENT (this "Agreement") is made
as of this 'J..L{t1 day of ~ 2007 ("Effective Date"), by and between City of Clearwater, a
municipal subdivision of the State of Florida ("Incumbent" or "Licensee"), and Nextel South Corp.
("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 arid 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 wilI.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 licensees) 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. S 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. Reconfie:uration 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) Pavment 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 time sheets 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. Reconfieuration Eauioment. 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/or will provide any equipment identified in Schedule D as
"Replacement Equipment". The Loaned Reconfiguration Equipment and Nextel Replacement Equipment
may be referred to collectively as the "Nextel Schedule D Equipment". Nextel will deliver any Nextel
Schedule D Equipment to Incumbent in accordance with Schedule D. Incumbent will fax to Nextel a bill
of lading associated with each shipment of Nextel Schedule D Equipment signed by an authorized
representative oflncumbent acknowledging receipt of the Nextel Schedule DEquipment in good working
order. Any Loaned Reconfiguration Equipment will be returned to Nextel by Incumbent prior to the
Reconciliation Date.
5. Retunine Coooeration: 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: (i) 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 ofIncumbent'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. Reoresentations 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
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agreement, mortgage, indenture, license, permit, lease, encumbrance or other instrument, judgment,
decree, order, law or regulation by which it is bound;
(iv) it is the lawful and exclusive FCC licensee of its respective licensees) 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. Chanl!es: 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
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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.
9. Closinl!: 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(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, (vi) the refund to Nextel or pa.yment 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. Closinl! 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 Ril!hts: 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 form, 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
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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 Assumption of Liabilities: Nothing in this Agreement should be
construed as a transfer or assignment from either Party to the other Party 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,
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. Confidentialitv:
(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 perform 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
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(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
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 ofIncumbent's facilities in favor of any
vendor or service provider that is performing any Reconfiguration work contemplated by this Agreement
as a result ofNextel'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 ofIncumbent'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 Incumbent 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
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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) (ifno 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
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. Attornev'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 feesand 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:
City of Clearwater
112 S. Osceola Avenue
Clearwater, 33756-5103
1900 Grand Ave
Clearwater, FL 33765
Attn: Laura Lipowski,
Phone (727) 562-4015
Fax: (727) 562-4021
Email: Laura.LiowskimClearwater.com
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If to Nextel, to:
Nextel South Corp.
c/o Nextel Communications, Inc.
2001 Edmund Halley Drive
Reston, VA 20191
Attn: Heather P. Brown, Esq.
Phone: (703) 433-4000
Fax: (703) 433-4483
Heather.Brown@sprint.com
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With a copy that shall not
constitute Notice:
City of Clearwater
1900 Grand Ave
Clearwater, FL 33765
Rick Carnley, Assistant Director, General Services
Phone (727) 562-4891
Fax: (727) 562-4895
Email: rick.carnley@myClearwater.com
and
Alan S. Tilles, Esquire
Shulman Rogers Gandal Pordy & Ecker, P.A.
11921 Rockville Pike, Third Floor
Rockville, Maryland 20852
Phone: (301) 231-0930
Fax: (301) 230-2891
With a copy that shall not
constitute Notice:
Nextel Communications, Inc.
6575 The Corners Parkway
Norcross, GA 30092
Attn: William Jenkins, VP Spectrum Resources
Phone: (770) 326-7484
Fax: (678) 405-8252
24. Assie:nment: 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
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.
FRA_Clearwater FINAL 09-24-07.doc
Page 9 of28
By: ~)(
t-/
Name: Frank V. Hibbard
NEXTEL:
Nexte) South 9'rp.
:tvv4L
/
WILLIAM M JENKINS
Title: AUlHORIZED SIGNATORY
INCUMBENT:
City of Clearwater (FL)
Title: Mayor
Countersigned:
BY~~-r.r.
William B. Home II
City Manager
Approved as to form:
BY~~'
Laura Lipowski
Assistant City Attorney
Attest:
Page 10 of28
FRA_Clearwater FINAL 09-24-07.doc
SCHEDULE A
Incumbent Frequencies
Incumbent Name: City of Clearwater (FL)
Incumbent Assigns to Nextel:
Call Sign Frequencies Licensee City # of Exp Date Lat (N) Long (W)
Freqs
WNHB993 860.4375 CLEAR WATER, CLEAR WATER I 3/20/20 I 1 28'I'55.1'N 82' 41' 15.4' W
CITY OF
WNHB993 860.4375 CLEAR WATER, CLEAR WATER 1 3/20/2011 27' 56' 43.1' N 82'47' 12.4' W
CITY OF
Page 11 of28
FRA_Clearwater FINAL 09-24-07.doc
SCHEDULE B
Replacement Frequencies
Incumbent Name: City of Clearwater (FL)
Nextel Assigns to Incumbent:
Replacement ERP Gnd Ant.
Lat (N) Long (W) Elev Height New Licensee City
Frequencies (W) (ft) (ft)
858.1875 27' 56' 43.1 N 82' 47' 12.4 W 220 66 ft. 312 ft. CLEAR WATER, CLEAR WATER
CITY OF
858.1875 28' I' 55.1 N 82' 41' 15.4 W 220 52 ft. 305 ft. CLEAR WATER, CLEAR WATER
CITY OF
Page 12 of28
FRA_Clearwater FINAL 09-24-07.doc
SCHEDULE C
800 MHZ RECONFIGURATION
COST ESTIMATE - CERTIFIED REQUEST
Incumbent's Name: City of Clearwater
Request for Reconfi!!:uration Fundin!!:
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
$13.930.00 within 15 days (30 days ifIncumbent 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 City of Clearwater 800 MHz radio system consists of a two-site, eleven
channel simulcast EDACS system. The system uses interleaved frequencies, licensed under FCC
Call Sign WNHB993. One frequency is in the Expansion Band, 860.4375 MHz, and they have
chosen to retune it. In addition, Clearwater has interoperability with the Florida Mutual Aid
System (MFLA) and individually with the County of Hills borough's trunked NPSPAC system.
Thus, the timing of Clearwater's retune must be coordinated with these other systems ih order to
maintain interoperability.
The maior system elements to be reconfi!!:ured are summarized in the table below:
Base station fre uencies
- Voice channels
- Home/Control channels
Re eater sites
Other sites remote recv, BDA
Subscriber units retuned
Subscriber units reprogrammed
Subscriber units re laced
Entities operating on the
system
1
2
2
1073
1027
2
1073
1027
Page 13 of28
FRA_ Clearwater FINAL 09-24-07.doc
2. Reconfie:uration Milestones:
Reconfigure Subscriber
E uipment
Reconfigure Infrastructure
E ui ment
30
3. Implementation Plan: The attached Implementation Plan and associated deliverables describe the
reconfiguration implementation plan resulting from funds expended under the Planning Funding
Agreement dated [not applicable].
No Planning Funding Agreement was developed.
4. Cost Estimate:
Description of Work To Be Performed
I. Subscriber Equipment Reconfiguration
a. Subscriber Equipment Reconfiguration
Mobile & Portable Radios retuned
(includes Hillsborough new freqs also into
these Clearwater radios)
2100 radios @ $55.00 per unit
Remove and Install mobiles
Estimate 280 units @ $400 per unit
b. Project Management
Coordinate personnel and resources
required for reprogramming and
replacement of equip effort. Coordinate
and document on-going subscriber repgm
and replace. Coordinate with City mgmt on
final project overview.
32 hours @ $100 per hour
FRA_Clearwater FINAL 09-24-07.doc
Payee (separately
identify Incumbent and
each Vendor being paid
for work performed)
Communications
International, Inc (vendor)
4450 US Highway 1
Vero Beach, FL, 32962
Attn: Guy Stevens
Phone: 772-569-5355
FAX: 772-567-2292
Page 14 of28
Estimated Cost(s) for
Incumbent and each
Vendor (Not to exceed
listed amount)
$ 115,500.00
$ 112,000.00
$ 3,200.00
Description of Work To Be Performed Payee (separately Estimated Cost(s)for
identify Incumbent and Incumbent and each
each Vendor being paid Vender (Not to exceed
for work performed) listed amount)
Coordinate with Hillsborough County for $ 7,400.00
scheduling and logistics on NPSP AC
programming so as to only do one touch.
Coordinate with Pine lIas County on mutual
aid reprogramming and logistics. Work
with client to develop final schedules,
locations and logistics needed for the
reprogramming effort, and to notify cities
and agencies. Provide status updates.
74 hours @ $100 per hour
Oversee final documentation and validate $ 1,200.00
freq profiles.
12 hours @ $100 per hour
c. Travel Costs
Travel Costs from Vero Beach to Flagler $ 7,920.00
County for retune. Estimate for 8 trips by
4 technicians of 3 hours each, totaling 96
hours. 96 hrs @ $82.50 per hour
Per diem and lodging $ 18,900.00
Est. 4 men for 21 days
4 men x 21 days @ $225 per day per man
II. Infrastructure Equipment Communications
Reconfiguration International, Inc (vendor)
4450 US Highway I
a. Repeater Site Infrastructure Vero Beach, FL, 32962
Artn: Guy Stevens
Retune channel at 2 sites to new frequency, Phone: 772-569-5355 $ 2,722.50
est 33 hrs total: FAX: 772-567-2292
Repgm one channel (2 sites x 2 man-hrs)
Retune combiner ( 2 sites x 2 hrs)
Travel time to site (2 sites x 0.5 hrs)
Repgm TU and CCM (2 sites x 2 hrs)
Repgm alignment radio (1 hr)
Test system (3 hrs)
Control point team, voter and signals
(2 sites x 8 man-hrs)
Total 33 hours @ $82.5 per hour
Page 15 of28
FRA_ Clearwater FINAL 09-24-07.doc
Description of Work To Be Performed Payee (separately Estimated Cost(s) for
identify Incumbent and Incumbent and each
each Vendor being paid Vendor (Not to exceed
for work performed) listed amount)
b. Project Management
Coordination of personnel required for $ 2,500.00
infrastructure reband. Oversee & coord
overall effort and on-going status meetings
and documentation.
25 hours @ $100 per hour
Coordinate with system engineer and $ 1,200.00
technical staff to verify compliance to FRA
and SOW
12 hours @ $100 per hour
Assemble final documentation of $ 800.00
infrastructure reband. Coordinate with
incumbent, etc. for project completion
documentation
8 hours @ $ 100 per hour
c. Travel Costs
Travel Costs, for infrastructure team from $ 990.00
Vero Beach. 2 men, 2 trips, 3 hours
totaling 12 hours
(12 hrs @ $82.50 per hour)
Per Diem for Infrastructure team. $ 900.00
(2 men, 2 days @ $225.00 per day)
III. Engineering and Verification Communications
International, Inc (vendor)
a. Planning Costs, if Required 4450 US Highway 1
Vero Beach, FL, 32962 ,.
1. System Inventory Attn: Guy Stevens
Phone: 772-569-5355
Coordinate with agencies included on the FAX: 772-567-2292 $ 1,800.00
system with assembling an estimated
inventory. 18 hours @ $100 per hour
2. Implementation Plan
Initial meetings, incl. travel. Preparing $ 5,400.00
coordination with Hillsborough and
Pinellas Counties. Provide planning and
coordination for the preparation of final
proposal. Internal review and approvals.
Respond to questions, revise documents
Page 16 of28
FRA _Clearwater FINAL 09-24-07.doc
Description of Work To Be Performed Payee (separately Estimated Cost(s) for
identify Incumbent and Incumbent and each
each Vendor being paid . Vendor (Not to exceed
for work oerformed) listed amount)
and participate in negotiations and calls.
54 hours @ $100 per hour.
Attend project meetings with client, $ 1,600.00
attorneys and other rebanding personnel.
Includes travel for meetings on site.
16 hours @ $100 per hour
IV. Contracts and Legal City of Clearwater $ 1,610.00
(incumbent)
a. Legal Fees to Negotiate FRA 1900 Grand Ave.
Clearwater, FL 33765
Legal fees to negotiate FRA and review of Attn: Rick Carnley
contract Phone: 727-562-4891
35 hours @ $46 per hour
IV. Contracts and Legal Shulman Rogers Gandal
Pordy & Ecker, PA
a. Legal fees to negotiate FRA and review (vendor) $ 12,000.00
of contract and preparing Closing 11921 Rockville Pike,
documents Third Floor,
30 hours @ not to exceed $400 per hour Rockville MD 20852
Attn: Alan Tilles, Esq.
b. FCC Licensing Work 301- 231-0930
Regulatory filings for 2 sets of $ 2,975.00
applications, consummation notices,
rebanding deadline notices and deadline
coordination.
17 hours @ $175 per hour
c. Other Legal Fees
Review of Closing Documents $ 750.00
set fee @, $750
V. Other Costs City of Clearwater
(incumbent)
a. Other Project Management 1900 Grand Ave.
Clearwater, FL 33765
Internal Project Management - retention of Attn: Rick Carnley $ 1,250.00
outside counsel, contract review, Phone: 727-562-4891
attendance at meetings with counsel and
vendor, SOW review, other meetings and
calls.
25 hours @ $50 per hour
Page 17 of28
FRA_ Clearwater FINAL 09-24-07.doc
Description of Work :ro Be Performed Payee (separately Estimated Cost(s) for
identify Incum bent and Incumbent and each
each Vendor being paid Vendor (Not to exceed
for work performed) listed amount)
b. Reimburse incumbent for programming $ 25,000.00
time for mobiles
estimate 2 hrs per vehicle to include travel
plus removal and installation of radio.
250 vehicles x 2hr x $50 per person
V. Other Costs
Communications
a. Other Project Management International, Inc (vendor)
4450 US Highway I
Prepare and assemble final project Vero Beach, FL, 32962 $ 800.00
documentation. Assist in project's final Attn: Guy Stevens
reconciliation. Store and prepare all final Phone: 772-569-5355
documentation for audit. FAX: 772-567-2292
8 hours @ $100 per hour
b. Contingency $ 11,486.50
Total Estimated Costs $ 339,904.00
Certification
Signature:
Print Name:
Title:
Phone Number:
E-mail
Date:
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 for similar work.
RiC~~
Assistant Director - General Services
(727) 562-4890, x. 2862
rick.carnJ-ey@m~learwater. com
o " /;l. fI/ I) (') ...,
,
Page 18 of28
FRA_Clearwater FINAL 09-24-07.doc
SCHEDULE D
Incumbent: Clearwater, FL
1) Replacement Equipment (to be provided by Nextel)
Ouantitv Manufacturer Descriotion Model.Number
205 MIA-Com M7100IP Radio Type 806-870 MHz, 35W, MAHG-S8MXX
EDACS trunking
205 MIA-Com FEATURE PACKAGE, EDACS MAHG-ED
TRUNKING OPERATION (includes
Conventional operation)
51 MIA-Com CONTROL UNIT, SCAN, REMOTE MAHG-CP7W
MOUNT
154 MIA-Com CONTROL UNIT, SCAN, FRONT MAHG-CP7U
MOUNT
5 MIA-Com MICROPHONE, DESK MAHG-MC5A
200 MIA-Com MICROPHONE, MOBILE MAHG-MC7T
51 MIA-Com KIT, ACCESSORY, REMOTE MOUNT, MAHG-ZN5Y
50W TX AND BELOW
149 MIA-Com KIT, ACCESSORY, FRONT MOUNT, MAHG-ZN5W
60W TX AND BELOW
5 MIA-Com DESKTOP BASE, TONE REMOTE, DSDX04
LOCAL CONTROL
681 MIA-Com P5150 Radio Type (Scan) MAHM-S8DXX
806-870 MHz
34 MIA-Com P5130 Radio Type (Select) MAHM-L8DXX
806-870 MHz
715 MIA-Com ANTENNA, 806-870 MHZ, WHIP<IS> MAHM-NCIK
1430 MIA-Com BATTERY, NIMH, EXTRA HIGH MAHM-PA9P
CAPACITY
335 MIA-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 MIA-Com MICROPHONE, LAPEL Includes Rubber MAHM-AE7A
PTT Button, Emergency Button, 2-Position
Volume Control, and Earphone Jack<IS>
715 MIA-Com BELT CLIP, METAL<IS> MAHM-HC7P
715 MIA-Com CHARGER, DESK, RAPID, 120/230 V AC MAHM-CH9E
40 MIA-Com CHARGER, MULTI, RAPID, 120/230 MAHM-CH9 A
VAC
44 MIA-Com P7170IP Radio Type System HT7170T81X
806-870 MHz
63 MIA-Com P7150IP Radio Type System HT7150S81X
806-870 MHz
Page 19 of28
FRA_Clearwater FINAL 09-24-07.doc
34 MIA-Com FEATURE PACKAGE, EDACS HTED
TRUNKING OPERA nON (includes
Conventional operation)
63 MIA-Com FEATURE PACKAGE, PROVOICE HTPV
DIGITAL TRUNKING OPERA nON
(includes EDACS and Conventional
operation)
63 MIA-Com DIGITAL VOICE, AEGIS HTPL3T
107 MIA-Com ANTENNA, 806-870 MHZ, WHIP <IS> HTNCIK
214 MIA-Com BATTERY, NIMH, EXTRA HIGH HTPA9P
CAPACITY
1 MIA-Com MICROPHONE, LAPEL/ANTENNA HT AE7B
PROVISION Includes Rubber PTT Button,
Emergency Button, 2-Position Volume
Control, Earphone Jack, and Antenna Port
(Order antenna separately) <IS>
107 MIA-Com MICROPHONE, LAPEL Includes Rubber HTAE7A
PIT Button, Emergency Button, 2-Position
Volume Control, and Earphone Jack <IS>
96 MIA-Com BELT CLIP, METAL<IS> HTHC7P
107 MIA-Com CHARGER, DESK, RAPID, 120/230 V AC HTCH9E
2) Replaced Equipment (to be delivered to Nextelprior to the
Reconciliation Date)
Ouantitv Manufacturer Descrintion Model Number
6 Mobile Radio MDX I PM82SP
20 Mobile Radio FMD (ALPHA) I
19C336860P13
123 Mobile Radio FMD (NUMERIC) I
19C336860P13
48 Mobile Radio Rangr I 19C852802P2
3 Mobile Radio MDR I PM8IDN
1 Control Station with tone remote base MDX I PM82SP
4 Control Station each with tone remote base Rangr/19C852802P2
5 Desk Mics
200 Mobile Mics
16 Portable Radio PCS Scan I KRD 1 03118/1
32 Battery 19A705293P2
16 Antenna PCNC3L
16 Charger 19A705493P2
16 Beltclip PAHCIC
16 Spk/mic PCAE3P
2 Bank Charger BMLl6151/024
34 Portable Radio MPD Select! 19B801503P4
68 Battery BKB191205/4
34 Antenna KREI011223/01
34 Charger BMLl6151/021
34 BeItclip PAHCIC
34 Spk/mic KRYlO11617/12
Page 20 of28
FRA_ Clearwater FINAL 09-24-07.doc
Ouantitv Manufacturer Descrintion Model Number
32 Bank Charger 19B801506P6
335 Portable Radio MPD Scan 1 19B801503P5
670 Battery BKB191205/4
335 Antenna KREI011223/01
335 Beltclip PAHCIC
335 Spk/mic KRYI011617/12
335 Charger BMLl6151/021
64 Portable Radio MP A Scan 1 P APST5
128 Battery BKB191205/4
64 Antenna KREI01223/01
64 Charger BMLl6151/021
64 Beltclip P AHCIC
64 Spk/mic KRYI011617112
266 Portable Radio LPE-200 Scan 1 KRDI03 1031
A31
532 Battery H9P A 7M
266 Spk/mic KRYI0l 1617/73
266 Antenna H9NCIK
266 Charger BMLl6159/1
6 Bank Charger 344A3072P9
1 Portable Radio PCS System 1 KRD 1 03118/2
2 Battery 19A 705293P2
1 Antenna PCNC3L
1 Charger 19A705493P2
1 Beltclip PAHCIC
1 Spk/mic PCAE3P
14 Portable Radio MPD System 1 19B801503P6
28 Battery BKB191205/4
14 Antenna KREI011223/01
14 Chare:e BMLl6151/021r
14 Spk/mic KRYI011617/12
63 Portable Radio MPD Voice Guardl PVZJlXS
126 Battery BKB191205/4
63 Antenna KREI011223/01
63 Charger BMLl6151/021
63 BeltcIip PAHCIC
63 Spk/mic KRYI010617112
10 Portable Radio MPD System 1 19B801503P6
20 Battery BKB191205/4
10 Antenna KREI011223/01
10 Charger BMLl6151/021
10 Beltclip PAHCIC
10 Spk/mic KRYI0l1617112
8 Portable Radio MP A System 1 P AZA T6
16 Battery BKB 191205/4
8 Antenna KREIOl1223/01
8 Charger BMLl6151/021
8 Beltclip PAHCIC
9 Spk/Mic KRYIOl1617112
11 Portable Radio Prism System 1 KRD 103 1031
A21
Page 21 of28
FRA_Clearwater FINAL 09-24-07.doc
Ouantitv Manufacturer Description Model Number
11 Antenna H9NCIK
22 Battery H9PA7M
11 BeltcIip P AHC 1 C
11 Spk/mic H9AE5E
11 Charger H9CH7T
Page 220[28
FRA_ Clearwater FINAL 09-24-07.doc
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 MIA-COM subscriber radios, options and
accessories, the most recent price list as of the date a reconciliation statement is sent to
Incumbent by Nextelless 15%.
In lieu of paying the Product Typical Value as stated above, Incumbent can purchase equipment identical
to the Replacement Equipment from any source and send the equipment to Nextel prior to the
Reconciliation Date.
Page 23 of28
FRA_Clearwater FINAL 09-24-07.doc
EXHIBIT A
Incumbent Information
The following questions are required for processing Electronic Funds Transfers and if Incumbent
wants Nextel to complete the F~C filings on its behalf. All information contained herein shall be kept
strictly confidential and will be used only in completion of the Frequency Reconfiguration transaction.
I. INCUMBENT INFORMATION
Please provide the following information:
Company/Name: Ci ty of Cl earwater
Contact: Steve Moskun Title: Cash & Investments
Address: P.o. Box 4748
City/State/Zip: Clearwater. FL 33758-4748
Phone: (727) 562-4532
Fax: (727) 562-4535
If not identified in the contract, please provide the following:
If Incumbent is a Partnership, please provide name, address and phone numbers of all other partners:
Name: N/A
Address:
Name: N/ A
Address:
City/State/Zip:
Phone:
City/State/Zip:
Phone:
II. BANK ACCOUNT INFORMA nON (Required for payment via electronic funds transfer.)
Name of Bank: Bank of America
Address of Bank:
City/State/Zip:
Bank Phone #: (R 11) ??'i-R 107
ABA (Routing #): 061100277
Account#: 001260030758
Name on Account: City of Clearwater
Federal, State or Individual SS #: 596000289
Name of Brokerage Firm (if applicable): N/A
Brokerage Account # (if applicable): N/ A
In the event Incumbent will not provide information for electronic funds transfer, Incumbent
acknowledges that all payments made by check will be mailed within thirty (30) days of the date of
performance required by Incumbent (for each payment) as stipulated in the Agreement.
Acknowledged by Incumbent:
required only if Incumbent does not want an electronic funds transfer}
(signature
Page 24 of28
FRA_Clearwater FINAL 09-24-07.doc
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):
596000289
State(s) - sales tax license, resale permit,
employment, etc.):
85-8012740095C-1
Local (if applicable):
N/A
Current State and County location for your
principal executive office:
Florida - Pine lIas
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:
N/A
IV. REGULATORY INFORMATION
Would you like Nextel's Regulatory departmen~. repare and file all necessary FCC paperwork
on your behalf? Yes / ~
/fyes, please provide the following Universal Ifno, please provide the following information
Licensing System ("ULS") information for your. regarding who will take care of the preparation and
licenses: filing'of all necessary.FCC paperwork on your
behalf:
FRN (FCC Registration Number):
Contact Name: Alan S. Tilles
ULS PASSWORD:
Organization: Shulman, Rogers, Gandal, Pardy and
ECKer, P.A.
Address: 11921 Rackville Pike, Third Floor
Contact Representative for any FCC related
issues:
City: Rockville
Name:
State/Zip: MD 20852
Phone Number: (301) 231-0930
Email Address:atilles@srgpe.com
Page 25 of28
FRA_Clearwater FINAL 09-24-07.doc
Phone Number:
I hereby acknowledge that all of the information provided herein is true and correct as of the date
signed below. 0 ~ I .A
Incumbent Signature: (J,I~ U'-"'-'~
Print Name: Laura Lipowski
Title: Assistant City Attorney
Date:
09 /0(P /~('I)1
Page 26 of28
FRA_Clearwater FINAL 09-24-07.doc
EXHIBIT Bl
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 ofIncumbent'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 T A's policy on Incumbent Labor Rates as documented at
http://www.800ta.org/content/PDF/policy!JncumbentLaborRatePolicv .pdf 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 of28
FRA_Clearwater FINAL 09-24-07.doc
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
Done
Mobile/Portable
Radios Retunes
Re eaters Retuned
Combiners Retuned
Install, verify
operation & remove
tern ora e ui ment
Field service
preplanning support,
Frequency Review,
Develop Transition
Plan, Testing
Project Management,
SOW Preparation, Cost
Estimates, Contract
Negotiations,
Engineering Support
and preplanning
meeting, transition
planning, coordination
of ersonnel
Engineering non-labor
travel costs (Travel
to/from, rental car,
hotel)
Hours or Units
. com leted
xxx
Cost per Hour or
Unit
$$$
Other
TOTAL
By:
Name:
Title:
Phone Number:
Date:
Page 28 of28
FRA _Clearwater FINAL 09-24-07.doc
Total Cost
$xxx.xx
$xxx.xx
$XXX.XX
$XXX.XX
$xxx.xx
$xxx.xx
$xxx.xx
$xxx.xx
$xxx.xx