Agmt07 Nextel of California, Inc.- Frequency reconfiguaration Agmt

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CONFIDENTIAL 17. 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. 18. 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. 19. 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. 20. 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 fees and costs from the other Party. 21. 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: If to Nextel, to: City of Redwood City Nextel of California, Inc. 1301 Maple Street c/o Nextel Communications, Inc. Redwood City, CA 94063 2000 Edmund Halley Drive Attn: Ed Hernandez Reston, VA 20191 Phone: (650) 780-7130 Attn: Heather P. Brown, Esq. Fax: (650) 780-7149 Phone: (703) 433-4000 Fax: (703) 433-4483 With a copy that shall not constitute Notice: Nextel Communications, Inc. 6575 The Comers Parkway Page 7 of 15 Final Version November 10, 2006