HomeMy WebLinkAboutNextel West Corp.-Frequency Reconfiguration Agreement-03.19.2007 Av `�' �6' CONFIDENTIAL
FREQUENCY RECONFIGURATION AGREEMENT
THIS FREQUENCY RECONFIGURATION AGREEMENT(this "Agreement") is made as of this
)a day of Mari.h , 2007 ("Effective Date"), by and between the City of Waterloo, Iowa, an Iowa
municipality ("Incumbent"), and Nextel West Corp. ("Nextel"), a wholly owned indirect subsidiary of
Nextel Communications, Inc., a Delaware 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, any binding actions issued by the
Transition Administrator pursuant to its delegated authority under the orders ("Actions"), 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 Reconfigured: 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 Reconfiguration 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
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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
MI-Iz frequencies that are co-channels of the Replacement Frequencies, to the extent required to meet the
technical short-spacing requirements tofl;Section 90i621{(b)(of the FCC's Rules, 47 C.F.R. § 90.621(b)
("Section 90.621(b)"), as such rule may be amended,from time to time by the FCC.
(b) The parties agree that Nextel will make the FCC assignment filings for the Replacement
Frequencies on a future date to be determined by the parties through mutual agreement. The Incumbent
reserves the right to make its own FCC filings for the Replacement Frequencies on such mutually agreed
date, rather than relying on Nextel to do so, by so notifying Nextel in accordance with the Notice
provision of this Agreement.
3. .Reconfiguration 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) all costs incurred for internal labor as identified on the Cost Estimate must be
consistent with the Transition Administrator Incumbent Labor Rate Reimbursement Policy as set forth at
www.800TA.org;and
(iii) after all of the work contemplated 17 the Cost Estimate has been performed in
accordance with this Agreement and Nextel hps, ata al amounts required by this Agreement, the
Incumbent's reconfigured system sha�t'lt6e 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. Nextel will make payments in accordance with the payment terms identified
on Schedule C 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 effective date of agreement on reconciliation and signing of the Closing
documents is the "Reconciliation Date")
(ii) Any additional payments due toIrtcumbent from Nextel will be disbursed to
Incumbent within thirty (30) days o th ',Reconci i .toli;,Date, provided the additional payments do not
result from Actual Costs that exceed theCost'' Es' ib te'(in which case the provisions of Section 3(b)(iii)
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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 the
U rl ;.r.%t:..
Transition Administrator's approval of a.Change N.ottcle‘
(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. Reconfiguration 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". Nextel will deliver any Loaned Reconfiguration Equipment to Incumbent
in accordance with Schedule D. Any Loaned Reconfiguration Equipment will be returned to Nextel by
Incumbent prior to the Closing Date.
5. Retuning Cooperation: Nextel will ensure that the Replacement Frequencies will be cleared
of all users within thirty (30) days of a date to be determined. Nextel will notify Incumbent of the
decommissioning of the Replacement Frequencies within five (5) days following completion of the
decommissioning. Incumbent will then have thirty (30) days following receipt of notice of the
decommissioning of the Replacement Frequencies to clear all users from the Incumbent Frequencies.
Incumbent will notify Nextel that Incumbent has cleared the Incumbent Frequencies of users within five
(5) days following the clearing.
6. Representations and Warranties: Each Party represents and warrants to the other as follows:
(a) it is duly organized, validly'existing''and'"in good standing under the laws of the state of its
incorporation; '
(b) this Agreement has been duly authorized and approved by all required organizational action
of the Party;
(c) 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;
(d) 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;
(e) 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
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(f) 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 (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 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. Changes: 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 incorpora,tjng;such approved change into this Agreement
pursuant to Section 25. �; kF;,,
9. Closing: The closing ("Closing") of the transactions contemplated by this Agreement will
take place 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 or the creation of a new
license for Incumbent that includes the Replacement. Frequencies, (iii) the earlier of notification by
Incumbent to Nextel that the Incumbent Licenses are wear of all users and thirty-five (35) days following
the date Nextel notifies Incumbent that the Replacement Frequencies have been decommissioned, (iv)
delivery by Incumbent of all receipts, invoices and other documentation required to substantiate the
Actual Cost and certification that any Actual Costs for internal labor are consistent with the Transition
Administrator Incumbent Labor Rate Reimbursement Policy as identified at www.800TA.org, (v) FCC
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µ1. tI:
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 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 ("Completion
Certification").
•
(d) The Parties will cooperate!in:good fai4hchnd 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: In order to enable the Transition Administrator to comply with its audit
obligations under the Order, 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.
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 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. Confidentiality: The terms of this Agreement, any confidential information disclosed in
connection with this Agreement (whether before or after the Effective Date, including during any
negotiations or any mediation related to such negotiations or the 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,
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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 provisions of this section shall apply
only to information conspicuously marked or designated as confidential or proprietary. The Parties may
make disclosures as required by law (including but not limited to the Iowa open records law set forth in
Chapter 22 of the Code of Iowa), to the Transition Administrator and 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, provided, however,
that each Party will cause all of its Agefts't9 honor,th'e provisions of this Section.
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 licenses1 or from the Indemnified Party's employment, or
termination of employment, of its errij5'loOes. T1ie`bbligations 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, as it mat%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 Nextel 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
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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. Title to Replaced Equipment: If the work required to reconfigure 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 the cost of which is being paid by Nextel
pursuant to this Agreement("Replacement Equipment") as listed in Schedule D, then(i)title to Replaced
Equipment shall pass to Nextel at Closing free and clear of liens and any other encumbrances, and (ii)
Incumbent shall execute such documentation as Nextel may reasonably request to transfer title to Nextel
and shall deliver the Replaced Equipment to IIextel at Nextel's costs and pursuant to Nextel's
instructions. 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.
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 or(iii)by Nextel in the event of any Adverse Decision by any
governmental entity of competent jurisdiction affecting the Order. For purposes of this Agreement, an
"Adverse Decision"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 except if such
termination was due to an uncured material breach by Incumbent.
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 othercommunicatiprts under this Agreement must be in writing and
will be deemed given(i)the same day)Rf dgliveredipejspnal)y 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:
City of Waterloo, Iowa Nextel West Corp.
Mayor's Office e/o Nextel Communications, Inc.
715 Mulberry 2000 Edmund Halley Drive
Waterloo, Iowa 50703 Reston,VA 20191
Phone: (319)291-4301 Attn: Heather P. Brown, Esq.
Phone: (703)433-4000
City of Waterloo, Iowa Fax: (703)433-4483
Louis Cutwright
Inspector of Buildings
715 Mulberry
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Waterloo, Iowa 50703
Phone: (319)291-4319
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: (678)405-8442
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.
26. Benefits: This Agreement its 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 for in Sections 3(b), 8, 11, 14, 19 and 25.
27. Miscellaneous: If any provisions) 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 Iowa without regard to conflicts of law principles thereof. This
Agreement may be executed in one or more counterpart , including by facsimile, which will be effective
as original agreements of the Parties'Oxec ting the cpi4ht'erpart.
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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.
INCUMB ►T: NEXT EL:
'
City of igt000 a �`. " '`1 e4tl'fel West Corp.
By: By:
Name: °e tJ, i ra 1 YIN - Name:
Title: Yy‘a.yor Prb I-em Title:
li `vgtt
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SCHEDULE A
Incumbent Frequencies
Incumbent's Name: City of Waterloo, Iowa
Incumbent Assigns to Nextel:
CALLSIGN Frequencies Licensee Location #of Issue Date Lat(N) Long(W)
Frequencies
WPJS208 866.0125 Waterloo, Waterloo, 1 10/22/2001 42-26-45 N 92-22-29.7 W
City of Iowa
WPJS208 866.0125 Waterloo, 1 10/22/2001 42-28-29 N 92- 18- 11.7 W
City of
WPJS208 866.1625 Waterloo, Waterloo, 1 10/22/2001 42-26-45 N 92-22-29.7 W
City of Iowa
WPJS208 866.1625 Waterloo, 1 10/22/2001 42-28-29 N 92- 18- 11.7 W
City of
WPJS208 866.4125 Waterloo., Waterloo, 1 10/22/2001 42-26-45 N 92-22-29.7 W
City of Iowa
WPJS208 866.4125 Waterloo. 1 10/22/2001 42-28-29 N 92- 18- 11.7 W
City of
WPJS208 866.7625 Waterloo. Waterloo, 1 10/22/2001 42-26-45 N 92-22-29.7 W
City of Iowa
WPJS208 866.7625 Waterloo, 1 10/22/2001 42-28-29 N 92- 18- 11.7 W
City of
WPJS208 867.1750 Waterloo, Waterloo, 1 10/22/2001 42-26-45 N 92-22-29.7 W
City of Iowa
WPJS208 867.1750 Waterloo, 1 10/22/2001 42-28-29 N 92- 18- 11.7 W
City of
WPJS208 868.1750 Waterloo, Waterloo, 1 10/22/2001 42-26-45 N 92-22-29.7 W
City of Iowa
WPJS208 868.1750 Waterloo, 1 10/22/2001 42-28-29 N 92- 18- 11.7 W
City of
WPJS208 868.6500 Waterloo, Waterloo, 1 10/22/2001 42-26-45 N 92-22-29.7 W
City of Iowa
WPJS208 868.6500 Waterloo, 1 10/22/2001 42-28-29 N 92- 18- 11.7 W
City of
WPJS208 868.9000 Waterloo, Waterloo, 1 10/22/2001 42-26-45 N 92-22-29.7 W
City of Iowa
WPJS208 868.9000 Waterloo, 1 10/22/2001 42-28-29 N 92- 18- 11.7 W
City of
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SCHEDULE B
Replacement Frequencies
Incumbent's Name: City of Waterloo, Iowa
Nextel Assigns to Incumbent:
Replacement Lat(N) Long(W) ERP Gnd Ant. New Licensee Location
Frequencies (W) Elev Height
(ft) (ft)
851.0125 42-26-45 N 92-22-29.7 W 78 961 ft. 374 ft. Waterloo,City Waterloo,Iowa
of
851.0125 42-28-29 N 92- 18- 11.7 W 70 Waterloo,City
of
851.1625 42-26-45 N 92-22-'29.7 W 78 961 ft. 374 ft. Waterloo,City Waterloo, Iowa
of
851.1625 42-28-29 N 92- 18- 11.7 W 70 Waterloo,City
of
851.4125 42-26-45 N 92-22-29.7 W 78 961 ft. 374 ft. Waterloo,City Waterloo,Iowa
of
851.4125 42-28-29 N 92- 18- 11.7 W 70 Waterloo,City
of
851.7625 42-26-45 N 92-22-29.7 W 78 ' 961 ft. 374 ft. Waterloo,City Waterloo, Iowa
of
851.7625 42-28-29 N 92- 18- 11.7 W 70 Waterloo,City
of
852.1750 42-26-45 N 92-22-29.7 W 78 961 ft. 374 ft. Waterloo,City Waterloo, Iowa
of
852.1750 42-28-29 N 92- 18- 11.7 W 70 Waterloo,City
of
853.1750 42-26-45 N 92-22-29.7 W 78 961 ft. 374 ft. Waterloo,City Waterloo, Iowa
of
853.1750 42-28-29 N 92- 18- 11.7 W 70 Waterloo,City
of
853.6500 42-26-45 N 92-22-29.7 W 78 961 ft. 374 ft. Waterloo,City Waterloo, Iowa
of
853.6500 42-28-29 N 92- 18- 1 1.7 W 70 Waterloo,City
of
853.9000 42-26-45 N 92-22-29.7 W 78 961 ft. 374 ft. Waterloo, City Waterloo, Iowa
of
853.9000 42-28-29 N 92- 18- 11.7 W 70 Waterloo,City
of
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City of Waterloo, Iowa
Final Version 1
March 7, 2007
CONFIDENTIAL
SCHEDULE C
800 MHZ RECONFIGURATION
COST ESTIMATE—CERTIFIED REQUEST
Incumbent's Name: City of Waterloo,Iowa
Request for Reconfiguration Funding
Pursuant to the Order, Incumbent is required to reconfigure its existing facilities and requests Nextel to
fund the following estimated reconfiguration costs:
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
$22,760.00 within 15 days (30 days if incumbent elects to be paid by check rather than electronic funds
transfer) after receipt by 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)). t t
Vendor Payment Terms: 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. Nextel will pay each Vendor
within 30 days after receipt by 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.
Description of Work To Be Payee(separately identify Estimated Cost(s)
Performed Incumbent and each Vendor for Incumbent
being paid for work performed) and each Vendor
(Not to exceed
listed amount)
Equipment Retune Costs
(14) Mobile Radios retuned Waterloo, City of
@$65/unit 715 Mulberry $910
Waterloo, IA 50703
(124) Mobile Radios retuned (Incumbent)
@$100/unit $12,400
(126)Portable Radios retuned
@ $65/unit $8,190
(40) Portable Radios retuned ' 1:.
@ $100/unit 1!! ; ,r: icilcl. $4,000
(18) Control Stations Retuned @ Waterloo, City of
$65/hr 715 Mulberry $1,170
Waterloo, IA 50703
(7) Control Stations Retuned @ (Incumbent)
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City of Waterloo, Iowa
Final Version 1
March 7, 2007
CONFIDENTIAL
$100/hr $700
(7) Repeaters retuned
@ $371.43/unit(40hrs @ $65/hr) $2,600
(7)Amplifiers set-up and install
@ $185.72/unit(20hrs @ $65/hr)* $1,300
(7)Zetron Controllers set-up and
install @ $185.72/unit(20hrs @ $1,300
$65/hr)*
(1)TX-RX Filter set-up and install
@$520/unit(8hrs @ $65/hr)* $520
(1)Multi Coupler set-up and install
@ $520/unit(8hrs @ $65/hr)* $520
(1) Combiners retuned
@ $520/unit(8hrs@$65/hr)* $520
Gather all loaner equipment for
temporary install $520
*(RCSystems provides this loaner
equipment @ no charge)
Engineering/Consulting Fees(list
description of work being
performed)
Project management coordination, Waterloo, City of
scheduling& notification 715 Mulberry $4,500
Waterloo, IA 50703
Engineering-Intermod Study with (Incumbent)
Users $900
Legal Fees
Contract review and negotiation Clark, Butler, Walsh & Hamann
8.43hrs @ $95/hr 315 East 5`h Street $800
'Waterloo, IA 50704
(Incumbent)
Other Costs (provide detailed
description of nature of cost)
Installation of antenna, cable and Waterloo, City of
combiner networks required for to '715 Mulberry
accommodate new frequency Waterloo, IA 50703
requirements as current combiner (Incumbent)
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City of Waterloo, Iowa
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March 7, 2007
CONFIDENTIAL
cannot accommodate frequency
spread. Labor, per hour. Rigging,
Hoisting, & Install antenna&Cable
2 Tower crews required @$125/hr
and 2 Ground crews required @
$50/hr $5,600
Total Estimated Costs $46,450.00
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. 'tncfimbent further certifies, to the best of Incumbent's
knowledge, Incumbent certifies that any vendor costs identified on the Schedule C are comparable to
costs previously charged by each such vendor to Incumbent.
Signature:
Print Name:
Title:
Phone Number:
E-mail
Date:
i ,.,t
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City of Waterloo, Iowa
Final Version 1
March 7, 2007
SCHEDULE D
1)Additional equipment required for infrastructure (to be provided by Nextel and left in place for
the Incumbent at NO CHARGE to the Incumbent)
Quantity Description Model Number
1 Combiner DB8062F8-B
1 Antenna Omnidirectional DBB-DB810KE-XT
1 Andrew 10', FSJ4-50B, Jum esr F4A-PNMNM-10-USA
1 Andrew 10', FSJLSF4-50A, L4APNMDM-10-USA
Jumper
2 Grounding Kit, for use with 1- 241088-9
5/8"cable
10 Snap-In Hanger Kit for 1 5/8" 24312A
cable
2 Connector weather proofing Kit 221213
2 Housing grip for 1 5/8"cable 24312A
1 800-900MHz N male to N IS-CS50HN-B-MA
female
2 REPLS:L47APN Connector L7PNF
1 Dual standoffs mount antenna ASPR614
18"to 7' away
400 1-5/8" Foam Heliax Cble LDF7-50A
Tessco#417128
.; 11' l%,, I ;
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City of Waterloo, Iowa
Final Version 1
March 7, 2007
Exhibit A
Incumbent Information
The following questions are requirafor proces ing.Electronic Funds Transfers and if Incumbent
wants Nextel to complete the FCC 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:
Contact: Title:
Address:
City/State/Zip:
Phone:
Fax:
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: _ Name:
Address: Address:
City/State/Zip: City/State/Zip:
Phone: Phone:
II. BANK ACCOUNT INFORMATION(Required for payment via electronic funds transfer.)
Name of Bank:
Address of Bank:
City/State/Zip:
Bank Phone#:
ABA (Routing#):
Account#:
Name on Account:
Federal, State or Individual SS #:
Name of Brokerage Firm (if applicable):
Brokerage Account# (if applicable): _
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: (signature
required only if Incumbent does not want an electronic funds transfer)
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City of Waterloo, Iowa
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March 7, 2007
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
If yes, please provide the following Universal Licensing If no, please provide the following information
System ("ULS") information for your licenses: regarding 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:
Phone Number:
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City of Waterloo, Iowa
Final Version 1
March 7, 2007
Email Address:
I hereby acknowledge that all of the information provided herein is true and correct as of the date signed
below.
Incumbent Signature:
Print Name:
Title:
Date:
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City of Waterloo, Iowa
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March 7, 2007
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