Agmt07 Nextel of California, Inc.- Frequency reconfiguaration Agmt

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CONFIDENTIAL 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) ("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. Reconfi!!llration 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; and (ii) all costs incurred for internal labor on the Cost Estimate must be consistent with the Transition Administrator Incumbent Labor Rate Reimbursement Policy as set forth at www.800TA.org; (iii) in the event Incumbent has applied for a Special Temporary Authority ("STA") to operate on the Replacement Frequencies and the FCC does not approve the STA prior to the Closing Date, any costs related to the ST A incurred by Incumbent or any Vendor will not be reimbursed to Incumbent or the applicable Vendor; and (iv) after all of the work contemplated by the Cost Estimate has been performed in accordance with this Agreement and Nextel has paid all amounts required by this Agreement, the Incumbent's reconfigured system shall be deemed for all purposes of the Order to be "comparable" to Incumbent's existing system prior to Reconfiguration, and Nextel shall be deemed to have satisfied its obligations under the Order to pay the cost of relocating Incumbent's system from the Incumbent Frequencies to the Replacement Frequencies. (b) Payment Terms. In order to facilitate the Incumbent's transition to the Replacement Frequencies, Nextel will pay the costs incurred to reconfigure Incumbent's system in an amount not to exceed the Cost Estimate. 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 7) 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 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) Page 2 of 15 Final Version November 10, 2006