FREQUENCY RECONFIGURATION AGREEMENT - SPRINT.PDF

FREOUENCY RECONFIGURATION AGREEMENT
THIS FREQUENCY RECONFIGURATION AGREEMENT (this "Agreement") is made
as of this day of , 201_ ("Effective Date"), by and between Maricopa County of, a
political subdivision of, Arizona ("Incumbent"), and Nextel West Corp. ("Sprint"), a wholly owned
indirect subsidiary of Sprint Corp., a Delaware corporation (each is referred to in this Agreement as a
"Party" and together 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 Report and Order on
Reconsideration. On April 1, 2013 the FCC issued a Fifth Report and Order adopting a
reconfigured channel plan for the 800 MHz band along the U.S. — Mexico border. The
August 6, 2004, December 22, 2004 and April 1, 2013 FCC orders, any binding actions
issued by the Transition Administrator (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 Sprint are licensed on frequency allocations subject to
Reconfiguration.
D. Pursuant to the Order, Sprint will pay Incumbent, or on Incumbent's behalf, 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 that the Reconfiguration Cost is the minimum cost necessary to accomplish rebanding
in a reasonable, prudent, and timely manner in order to provide comparable facilities. For
purposes of this Agreement, the term "Reconfiguration Costs" shall mean the costs of the
Reconfiguration and the Partial System Upgrade (as defined below) as set forth on Schedule
C of this Agreement. Further, the term "Reconfiguration" shall mean the actions required to
reconfigure Incumbent's system other than the Partial System Upgrade.
E. The Parties have agreed that Incumbent, and certain vendors, will receive as a cash-out, an
amount equal to the negotiated total internal costs Incumbent would have received had
Incumbent reconfigured its system (the "Partial System Upgrade"). All other costs to be paid
by Sprint not subject to the Partial System Upgrade will apply to the Reconfiguration of
Incumbent's system as set forth in Schedule C of this Agreement.
Pursuant to the Order, Sprint will pay Incumbent, or on Incumbent's behalf: (1) an amount to
effect the Reconfiguration of the Incumbent's system such that the reconfigured system
constitutes Comparable Facilities; and (2) an amount to effect the Partial System Upgrade based
on that portion of the Reconfiguration Cost Incumbent would have incurred had Incumbent
retuned its system under its current infrastructure and testing to the Replacement Frequencies,
in accordance with the Order.
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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"). Sprint, including its
subsidiaries or affiliates, is the licensee under license(s) granted by the FCC (the "Sprint 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) Sprint or Incumbent will cause the
modification of the Incumbent Licenses to add the Replacement Frequencies or Sprint 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 Sprint or will cause the deletion of the Incumbent
Frequencies from the Incumbent Licenses following Reconfiguration of Incumbent's system; and (iii) Sprint
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. § 90.621(b), as such rule
may be amended from time to time by the FCC.
(b) The parties agree that Sprint 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 Sprint and the Incumbent (as appropriate)
of the FCC assignment filings 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") and the equipment
listed in Schedule D sets forth the contemplated work required to reconfigure Incumbent's existing
facilities to comparable facilities that would operate on the Replacement Frequencies in the absence of the
Partial System Upgrade;
(ii) upon Sprint's payment in accordance with this Agreement, Sprint 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 as though the work contemplated by the Cost
Estimate, in the absence of the Partial System Upgrade, had been performed in accordance with this
Agreement;
(iii) Incumbent acknowledges that Sprint' s payment obligations for the Partial System
Upgrade shall not exceed the amount of $690,667.39 (the "Partial System Upgrade Cash-Out Amount");
and
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(iv) Compliance with Transition Administrator Upgrade Policy.
A. Incremental Funding Commitment. Incumbent certifies that any
incremental funding needed to accomplish the Partial System Upgrade has been approved and will be
available prior to commencement of physical retuning (the "Commencement Date"). Incumbent makes
this representation based on the fact that it has already allocated all funds necessary for the installation of
the Partial System Upgrade. Any further funds required, although none are presently anticipated to be ,
required, will be approved and allocated following the Transition Administrator's approval of this
Agreement but prior to the Commencement Date.
B. Vendor Resources Available. Incumbent certifies that all Vendors
involved in the Partial System Upgrade have committed necessary resources to accomplishing the Partial
System Upgrade in a timely manner, and that completion of the Partial System Upgrade will in no case
exceed the time it would have taken Incumbent to reconfigure its existing 800 MHz system.
C. Use of Reconfiguration Cost. Incumbent certifies that the Partial
System Upgrade Cash-Out Amount paid by Sprint to Incumbent shall be used for the purposes of
implementing the Partial System Upgrade, and for no other purpose.
D. Representation at Closing. Incumbent will, at Closing, confirm in
writing that the Partial System Upgrade Cash-Out Amount paid by Sprint under this Agreement was
allocated in accordance with Section 3(a)(iv)(C) of this Agreement.
E. Documentation of Reconfiguration Cost. Incumbent shall, in
accordance with the terms of Section 3(b)(i) of this Agreement, provide such documentation as may be
required to establish that the Partial System Upgrade Cash-Out Amount paid under this Agreement was
used in accordance with Section 3(a)(iv)(C) of this Agreement.
F. Refund for Overpayment. Solely with respect to the Partial System
Upgrade, in the event funds are not expended in an amount equal to the amount of the Partial System
Upgrade Cash-Out Amount actually received from Sprint, then and in such event, Incumbent shall refund
to Sprint the difference of the Partial System Upgrade Cash-Out Amount actually received from Sprint
less the amount of actual costs expended for the Partial System Upgrade.
G. Comparability of Facilities. Incumbent will certify that following (i)
the Reconfiguration of Incumbent's system; and (ii) the Partial System Upgrade, Incumbent's resulting
facilities shall be deemed comparable as the term "comparable" is defined in the FCC's rules and the
Order. Incumbent shall execute such closing documentation as shall be required by the Transition
Administrator to certify the comparability of Incumbent's facilities following the Reconfiguration of
Incumbent's system and the Partial System Upgrade.
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H. Supplemental Information. Information required for compliance with
the Transition Administrator Upgrade Policy is detailed on the attached Exhibit C and shall be
incorporated into this Agreement.
(b) Payment Terms. In order to facilitate the Incumbent's transition to the Replacement
Frequencies, Sprint will pay the costs set forth in Schedule C which includes the Partial System Upgrade
Cash-Out Amount. Sprint will make payments 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 vendor identified on the Cost Estimate ("Vendor"). In
addition to any items on Schedule C, Motorola, Inc. ("Motorola") will be providing Incumbent the
equipment specifically identified on Schedule D as "Motorola Schedule D Equipment" (the "Motorola
Schedule D Equipment"). Incumbent will enter into a purchase commitment with Motorola for the
Motorola Schedule D Equipment and any Motorola items listed on Schedule C within thirty (30) business
days from the Effective Date. Sprint and Motorola have entered into an agreement enabling Sprint to pay
for the Motorola Schedule D Equipment. Sprint will make payments directly to Motorola on behalf of
Incumbent for the Motorola Schedule D Equipment and will make payments to Motorola as a "Vendor,"
as that term is used in this Agreement, for all Motorola costs identified on Schedule C. In order for Sprint
to make payments to Motorola for the Motorola Schedule D Equipment, Incumbent will fax to Sprint a
bill of lading associated with each shipment of Motorola Schedule D Equipment signed by an authorized
representative of Incumbent acknowledging receipt of the Motorola Schedule D Equipment in good
working order, after a reasonable period of time for Incumbent to inspect the Motorola Schedule D
Equipment. Incumbent will be required to follow all Vendor related procedures identified in this
Agreement for all Motorola Services and other Motorola costs identified on Schedule C.
(i) Within thirty (30) days of completion of Incumbent's Reconfiguration/Partial System
Upgrade and prior to the Reconciliation Date (as defined below), Incumbent will submit to Sprint, all
documentation of actual costs that Incumbent reasonably incurred or paid to other entities to reconfigure
Incumbent's system ("Actual Costs"). The documentation of Actual Costs required by Sprint from
Incumbent may include but is not limited to the following: (A) invoices for Actual Costs that are
associated with the Partial System Upgrade and the Reconfiguration; (B) receipts substantiating the
Actual Costs including receipts for any travel expenses incurred by Incumbent such as hotel invoices,
airfare receipts, etc.; (C) Incumbent's individual employee work orders, time sheets or associated general
ledger records specifying the name of the person or employee performing work for Incumbent, the date
work was performed, the hours worked and a description of the activity performed; (D) inventory lists
and certified statements of the numbers of tasks completed for reconfiguration; and/or (E) the applicable
Exhibit B internal labor certifications. Incumbent will only be required to show documentation of Actual
Costs for the Partial System Upgrade up to the Partial System Upgrade Cash-Out Amount. Upon receipt
by Sprint of the documentation for Actual Costs and subject to Section 20(c) and Section 21(b), Sprint
and Incumbent will reconcile the Actual Costs against the payments made by Sprint to Incumbent,
Vendor(s) and Motorola (for Motorola Services and/or other Motorola costs identified on Schedule C) for
the Reconfiguration and the Partial System Upgrade and the Parties will agree upon the amount of any
additional payments due to Incumbent or any refunds due to Sprint with respect to the Reconfiguration
and/or Partial System Upgrade. The effective date of agreement on reconciliation of Actual Costs,
Motorola Replaced Equipment (as defined in Section 20) and Sprint Replaced Equipment (as defined in
Section 21) and receipt by Sprint 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 dispute resolution procedures detailed in the FCC Order.
(ii) Any additional payments due to Incumbent from Sprint with respect to the
Reconfiguration will be disbursed to Incumbent within thirty (30) days of the Reconciliation Date,
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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 Sprint with respect to either the Reconfiguration or the Partial System Upgrade (but with
respect to the Partial System Upgrade determined in accordance with Section 3(a)(iv)F of this Agreement)
will be made within thirty (30) days of the Reconciliation Date.
(iii) In the event Incumbent's Actual Costs exceed the Cost Estimate with respect to the •
Reconfiguration of Incumbent's system only (and not the Partial System Upgrade), Incumbent must
submit a Change Notice pursuant to Section 8(a) 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(a) of this Agreement.
Additional payments due to Incumbent or Vendor(s), or Motorola (for Motorola Services and/ or other
Motorola costs identified on Schedule C), which result from an excess of Actual Costs over the Cost
Estimate, as agreed on the Reconciliation Date, will be disbursed to Incumbent or Vendor(s) within thirty
(30) days of execution by the Parties of an amendment documenting the approved changes from such
Change Notice. Notwithstanding the foregoing, the Parties agree that any additional costs needed to
achieve the Partial System Upgrade shall be the sole responsibility of Incumbent. Except as permitted in
Section 8(b) of this Agreement, Incumbent shall neither submit to Sprint a Change Notice (as defined
herein) for a proposed increase of the Partial System Upgrade Cash-Out Amount nor seek reimbursement
from Sprint of any proposed cost increases, if any, resulting from the Partial System Upgrade.
(iv) Prior to the Closing Date, Sprint 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, Sprint will loan any equipment identified in Schedule D as "Loaned
Reconfiguration Equipment" and will provide any equipment identified in Schedule D as "Replacement
Equipment". Sprint will deliver any Loaned Reconfiguration Equipment to Incumbent in accordance with
Schedule D. Incumbent will fax to Sprint a bill of lading associated with each shipment of Loaned
Reconfiguration Equipment and Replacement Equipment signed by an authorized representative of
Incumbent acknowledging receipt of the Loaned Reconfiguration Equipment and Replacement
Equipment in good working order, after a reasonable period of time for Incumbent to inspect the Loaned
Reconfiguration Equipment and/or Replacement Equipment. Any Loaned Reconfiguration Equipment
will be returned to Sprint by Incumbent prior to the Reconciliation Date.
5. Retuning Cooperation: 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. The 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 an Amendment to this Agreement, but in any event the Parties agree to adopt
the Schedule no later than: (a) sixty (60) days from the Effective Date of this Agreement, or (b) pursuant
to a Schedule agreed upon at a Transition Administrator scheduled "Implementation Planning Session"
that includes the Incumbent's system, provided the Implementation Planning Session has been scheduled
by the Transition Administrator prior to the expiration of sixty (60) days from the Effective Date of this
Agreement (provided, however, in the event the Implementation Planning Session is not scheduled within
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the expiration of sixty (60) days from the Effective Date of this Agreement, this subsection (b) will be
preserved and the Parties will negotiate an Amendment to this Agreement), or (c) such other date as the
FCC may require (the "Scheduling Period"). Notwithstanding the aforementioned, in the event the
completion date in the Schedule for the reconfiguration of Incumbent's system extends beyond the
completion date for such tasks in Incumbent's proposed implementation timetable (as submitted by
Incumbent to the FCC in accordance with the Order), the completion date(s) in the Schedule may 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. Representations and Warranties: Each Party represents and warrants to the other as follows:
(0 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
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 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;
(v) to the best of its knowledge, 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
Sprint will not enter into any agreement resulting in, or otherwise cause, the encumbrance of any of the
Replacement Frequencies.
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8. Changes:
(a) With respect to the Reconfiguration of Incumbent's system, exclusive of the Partial System Upgrade
(except as provided in Section 8(b) below), 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 and/or Motorola), 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 26 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 and/or Motorola 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 both Parties have signed an amendment incorporating such approved change into this
Agreement pursuant to Section 26 and the Transition Administrator has approved the amendment in
writing. 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 Incumbent 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 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.
(b) With respect to the Partial System Upgrade, Incumbent hereby expressly agrees that the Partial
System Upgrade Cash-Out Amount sets forth a not-to-exceed amount that Sprint will pay to or on behalf
of Incumbent and any additional costs needed to achieve the Partial System Upgrade is the sole
responsibility of Incumbent. In accordance therewith, Incumbent shall neither submit to Sprint a Change
Notice for a proposed increase in the Partial System Upgrade Cash-Out Amount nor seek reimbursement
from Sprint of any proposed cost increases, if any, resulting from the Partial System Upgrade. However,
Incumbent may submit a Change Notice if the limited circumstances identified in Section 8(b)(i) or
Section 8(b)(ii) arise but in no event will such a Change Notice contain a proposed increase in the Partial
System Upgrade Cash-Out Amount.
(i) The Parties acknowledge that a possibility exists for the discovery of additional
equipment by Incumbent subject to replacement. If Incumbent believes that a change to
the Replacement Equipment and/or the Replaced Equipment as shown on Schedule D is
necessary solely due to the discovery (during the Partial System Upgrade) of additional
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equipment that would have been subject to replacement, Incumbent will promptly notify
Sprint in writing and follow the procedures described in Section 8(a) above.
(ii) If any Party believes that a change to this Agreement is required due to a factual error in
this Agreement (such as, a modification to Section 24, Notices, or Schedules A or B) that
does not affect the Partial System Upgrade Cash-Out Amount, such Party will promptly
submit a Change Notice to the other Parties.
9. Closing: 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 Sprint 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 Sprint that the Incumbent Licenses have been
cleared of all Incumbent users pursuant to Section 5 of this Agreement, (iv) delivery by Incumbent of
documentation required by Section 3 to substantiate the Actual Costs of the Reconfiguration and the
Partial System Upgrade and signing by Incumbent and Incumbent's counsel and delivery to Sprint of the
Reconciliation Statement and other documents required to complete the Reconciliation similar to those
identified on Exhibit B, if Incumbent submits internal costs as part of its reimbursement documentation,
(v) FCC approval of the modification and/or cancellation of the FCC licenses Sprint 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 Sprint
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;
(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 Sprint a closing certification required by the Transition Administrator; and
(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 Rights: Incumbent agrees to maintain records and other supporting evidence related
to the costs that Incumbent has expended in connection with the Reconfiguration and the Partial System
Upgrade contemplated by this Agreement and that Sprint 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
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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. Sprint shall be responsible for post-Closing audit expenses of the Incumbent, except
those expenses resulting from fraudulent activity on behalf of the Incumbent. To the extent that any post-
Closing audit determines that Sprint paid a third-party vendor more than provided for under the FCC
Order, Sprint'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. Confidentiality: (a) The terms of this Agreement and any proprietary, non-public
information regarding the Incumbent Frequencies, Replacement Frequencies, Sprint'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 their Agents, (iv) if applicable, 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 manufacturer's equipment as identified
on Schedule D), and (v) if applicable, to a Vendor and/or Motorola (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) or Motorola's work and costs under this Agreement (as identified on Schedule C and/or
Schedule D)) as required to perform obligations under this Agreement. Sprint, 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 Agreement is subject to Arizona's public records law, A.R.S. Section 39-121 et.
seq. ("Arizona Public Records Law") and nothing in this Agreement shall be deemed to restrict, impair or
burden the Incumbent's and/or its Agents' compliance with the Arizona Public Records Law. In
accordance therewith, the Parties agree that absent a valid exemption, Incumbent and its Agents shall
allow public access to all documents, papers, letters or other material subject to the Arizona Public
Records Law that are made or received by the Incumbent in conjunction with this Agreement. Incumbent
agrees to give Sprint notification of any request under the Arizona Public Records Law. If no order
barring any disclosure is obtained within five (5) business days from Incumbent notifying Sprint of the
request, Incumbent will release the information requested and will redact the "Confidential" header on
any page released.
14. Cooperation: The Parties will cooperate with each other and the Transition Administrator
with respect to the 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
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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, but not attorneys' fees and related 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 Sprint 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 shall survive the Closing Date for a
period of three (3) years.
16. Disputes: The Parties agree that any dispute related to the Replacement Frequencies,
Sprint's obligation to pay any cost of the Reconfiguration and/or the Partial System Upgrade 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 or Sprint, 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 ("Liens") 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 Sprint's breach of any obligation to make direct payment (not in dispute) to
such Vendor or services provider, Sprint upon receipt of Notice from Incumbent will cooperate to remove
any Liens.
19. Vendor Performance Issues:
(a) Incumbent will select and contract directly with Motorola and 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 Sprint will be responsible for, or assume the risk
of any failure of Motorola or that Vendor to perform its obligations under any contract entered into
between Incumbent and such Vendor or Motorola in connection with the Reconfiguration contemplated
by this Agreement. Notwithstanding the foregoing, in the event of damaged Incumbent system
equipment or an Incumbent system failure that occurs as a result of work performed by Motorola under
this Agreement to effect the Reconfiguration, if such failure is deemed not to provide comparable
facilities (as determined by the Parties), Sprint will reimburse Incumbent (in an amount as determined by
the Parties) to provide comparable facilities, in the event Motorola chooses pursuant to its agreement with
Incumbent, to disclaim liability for such damaged Incumbent system equipment or system failure, to
charge additional sums for repair of such damaged Incumbent system equipment or to refund the
damaged Incumbent system equipment at its fair market value. Any damaged Incumbent system
Page 10 of 47

equipment or Incumbent system failure claims related to this Section 19 must be delivered by Incumbent
to Sprint prior to the Reconciliation Date or Sprint's obligation to reimburse Incumbent for all claims
related to this Section and not delivered shall expire.
(b) In the event Incumbent owns or maintains MTS 2000, MCS 2000, Astro Spectra, Astro Saber and/or
XTS 3000 Motorola radio models subject to rebanding under this Agreement, and any such unit or units
fail during an attempted installation by Motorola of a rebanding flash, and if such unit or units fail or
continue to be inoperable after an actual or attempted software recovery of such unit or units, then and in
such events, Sprint agrees, that it will either provide Incumbent with a replacement unit or units (as
determined by the Parties) or reimburse Incumbent in an amount (as determined by the Parties) for the
purchase of replacement unit or units for each and every failed or inoperable unit or units in order to
provide Incumbent with comparable facilities.
20. Motorola Replaced Equipment:
(a) Since the reconfiguration of the Incumbent's existing facilities to operate on the
Replacement Frequencies involves the replacement of Incumbent's existing equipment with Motorola
Schedule D Equipment (as identified on Schedule D), Incumbent will promptly return the equipment
replaced by the Motorola Schedule D Equipment as identified on Schedule D (the "Motorola Replaced
Equipment") in working condition to Motorola (shipping fees to be paid by Sprint).
(b) If Incumbent has ordered field implementation services from Motorola for the
replacement subscriber radios being provided by Motorola ("Motorola Subscriber Services") and if
Incumbent falls to return any item of the Motorola Replaced Equipment in working condition to
Motorola, Incumbent must either: (i) return to Motorola those items of the Motorola Schedule D
Equipment that would have replaced the Motorola Replaced Equipment not returned, in the same
condition it was received (new for new or used for used); or (ii) in accordance with Incumbent's mutual
agreement with Motorola, Incumbent will make payment to Motorola for those items of the Motorola
Schedule D Equipment that would have replaced those items of the Motorola Replaced Equipment not
returned (including tax (if any) and shipping).
(c) If Incumbent did not order Motorola Subscriber Services and Incumbent fails to return any
item of the Motorola Replaced Equipment in working condition to Motorola within the time frame as
stated in Incumbent's purchase agreement with Motorola, Incumbent must promptly return to Motorola
those items of the Motorola Schedule D Equipment that would have replaced the Motorola Replaced
Equipment not returned, in the same condition it was received (new for new or used for used). If
Incumbent fails to return any item of the Motorola Replaced Equipment in working condition to
Motorola under this Section 20(c) and prior to receipt of a Reconciliation Statement from Sprint
Incumbent does not demonstrate to Sprint that Incumbent has made payment of the Product Typical
Value (as identified on Schedule E(1)) directly to Motorola for those items of Motorola Schedule D
Equipment that would have replaced the Motorola Replaced Equipment not returned, then either: (i)
Sprint will deduct the Product Typical Value for those items of Motorola Schedule D Equipment
provided to replace the Motorola Replaced Equipment not returned to Motorola (including tax (if any)
and shipping) (the "Motorola Equipment Refund") from the final payment due to Incumbent after the
Reconciliation; (ii) Incumbent must pay the Motorola Equipment Refund to Sprint prior to the Closing
Date (if no final payment is due to Incumbent); or (iii) Sprint will deduct the portion of the Motorola
Equipment Refund up to the value of the final payment due to Incumbent and Incumbent must pay Sprint
the remaining Motorola Equipment Refund not covered by the final payment prior to the Closing Date (if
the final payment due Incumbent is less than the Motorola Equipment Refund).
Page 11 of 47

(d) During the term of the 90 day warranty for the software delivered in the flash-kits (which
would occur prior to Closing), in the event of flash-kit software failure, if such failure is deemed not to
provide comparable facilities (as determined by the Parties), Sprint will reimburse Incumbent in an
amount (as determined by the Parties) to provide comparable facilities, in the event Motorola chooses,
pursuant to its agreement with Incumbent, to exchange an equivalent product or pay Incumbent an
amount equal to the diminution in value of the equipment containing the defective software.
(e) In the event of a dispute between the Parties concerning a discrepancy of the number of units of
Motorola Replaced Equipment returned to Motorola, or to the condition of the Motorola Replaced
Equipment returned to Motorola, the Parties acknowledge and agree that, absent material evidence to the
contrary as reasonably determined by Sprint, receipt by Sprint of an affidavit (signed by the person or
persons authorized by Incumbent to pack the Motorola Replaced Equipment for return to Motorola) will
be considered conclusive evidence of the return of the stated count and condition of the Motorola
Replaced Equipment by Incumbent, provided, however that such affidavit: (1) indicates that the Motorola
Replaced Equipment was packed in working condition by such authorized person by Incumbent, and (2)
documents the model, options and accessories, serial numbers, and quantity of Motorola Replaced
Equipment packed and shipped to Motorola. Nothing in this Section shall restrict or prevent either Party
from resolving any disputes related to this Section in accordance with the terms of this Agreement.
21. Sprint Replaced Equipment:
(a) If the reconfiguration of the Incumbent's existing facilities to operate on the Replacement
Frequencies involves the replacement of any of Incumbent's existing equipment with equipment provided
by Sprint (as identified on Schedule D) or equipment the cost of which is being paid by Sprint pursuant to
this Agreement as listed in Schedule C (collectively the "Sprint Replacement Equipment"), then (i) title to
the equipment replaced by the Sprint Replacement Equipment (the "Sprint Replaced Equipment") as
listed in Schedule D shall pass to Sprint at Closing free and clear of liens and any other encumbrances,
and Incumbent shall execute such documentation as Sprint may reasonably request to transfer title to
Sprint, (ii) title to Sprint Replacement Equipment provided by Sprint will pass to Incumbent at Closing
and Sprint shall execute such documentation as Incumbent may reasonably request to transfer title to
Incumbent free and clear of liens and any other encumbrances; and (iii) Incumbent shall deliver the
Replaced Equipment to Sprint at Sprint's cost, pursuant to Sprint's shipment instructions, and prior to the
Reconciliation Date.
(b) If Incumbent fails to return any item of the Sprint Replaced Equipment in working condition
to Sprint, Incumbent must return to Sprint those items of the Sprint Replacement Equipment that would
have replaced the Sprint Replaced Equipment not returned, in the same condition it was received (i.e. new
for new or used for used), prior to the Reconciliation Date. If Incumbent fails to return any item of the
Sprint Replaced Equipment to Sprint under this Section 21(b) and a Product Typical Value is set forth in
Schedule E(2) for the item of Replacement Equipment then either: (i) Sprint will deduct the Product
Typical Value (as set forth in Schedule E(2)) for those items of Sprint Replacement Equipment provided
to replace the Sprint Replaced Equipment not returned to Sprint (including tax (if any) and shipping) (the
"Sprint Equipment Refund") from the final payment due to Incumbent after the Reconciliation less any
Motorola Equipment Refund; (ii) Incumbent must pay Sprint the Sprint Equipment Refund in accordance
with Section 3(b)(ii) (if no final payment is due to Incumbent and in addition to any Motorola Equipment
Refund payment); or (iii) Sprint will deduct the portion of the Sprint Equipment Refund up to the value of
the final payment due to Incumbent less any Motorola Equipment Refund, and Incumbent must pay
Sprint the remaining Sprint Equipment Refund and any Motorola Equipment Refund not covered by the
Page 12 of 47

final payment in accordance with Section 3(b)(ii) (if the final payment due Incumbent is less than the
Sprint Equipment Refund and any Motorola Equipment Refund); or (iv) Incumbent may choose to
purchase Comparable Equipment, defined below, from any source and send the equipment, along with
adequate documentation, to Sprint prior to the Reconciliation Date. Comparable Equipment shall mean
equipment of the same condition (e.g. new for new or used for used) and from the same manufacturer,
that is the identical model and includes the same options and accessories as the Replacement Equipment
provided by Sprint.
(c) In the event of a dispute between the Parties concerning a discrepancy of the number of units
of Sprint Replaced Equipment returned to Sprint, or to the condition of the Sprint Replaced Equipment
returned to Sprint, the Parties acknowledge and agree that, absent material evidence to the contrary as
reasonably determined by Sprint, receipt by Sprint of an affidavit (signed by the person or persons
authorized by Incumbent to pack the Sprint Replaced Equipment for return to Sprint) will be considered
conclusive evidence of the return of the stated count and condition of the Sprint Replaced Equipment by
Incumbent, provided, however that such affidavit: (1) indicates that the Sprint Replaced Equipment was
packed in working condition by such authorized person by Incumbent, and (2) documents the model,
options and accessories, serial numbers, and quantity of Sprint Replaced Equipment packed and shipped
to Sprint. Nothing in this Section shall restrict or prevent either Party from resolving any disputes related
to this Section in accordance with the terms of this Agreement.
22. 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 Sprint 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. 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, Sprint 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.
23. Attorney Fees: Except for the mediation requirements pursuant to Section 16 herein,
each Party shall be responsible for its own legal fees and costs in any legal proceeding by a Party to
enforce its rights under this Agreement against the other Party.
24. 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 Sprint, to:
Nextel West Corp.
Maricopa County do Sprint Corp.
3324 W. Gibson Lane 12502 Sunrise Valley Drive
Phoenix, Z 85009 2" floor, OPS II Bldg
Attn: Thomas Crosby Reston, VA 20196
Page 13 of 47

Phone: 602-506-5264 Attn: Heather P. Brown, Esq.
Fax: 602-506-4753 Phone: (703) 433-4467 '
Email: tomcrosby@mail.maricopa.gov Fax: (703) 433-4483
With a copy that shall not With a copy that shall not
constitute Notice: constitute Notice:
Alan S. Tilles, Esquire Sprint Corp.
Shulman Rogers Gandal Pordy & Ecker, P.A. 12502 Sunrise Valley Drive
12505 Park Potomac Avenue, Sixth Floor 2nd floor, OPS II Bldg
Potomac, MD 20854 Reston, VA 20196
Phone: (301) 231-0930 Attn: Patricia C. Tikkala, Vice President,
Fax: (301) 230-2891 Spectrum
Phone: (703) 592-8500
Fax: (703) 433-4483
25. 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;
provided, however, that any direct or indirect subsidiary or affiliate of Sprint that assumes this
Agreement, shall assume all of Sprint's obligations under this Agreement and shall be liable with
respect to Sprint's obligations under this Agreement pursuant to the Order. Notwithstanding the
foregoing, the obligation of Sprint Corp. to perform under the Order shall not be affected by any such
assignment.
26. Amendments: This Agreement, including without limitation the scope of work
contemplated hereby and the Estimated Cost thereof to be paid by Sprint, 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.
27. 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.
28. 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 Arizona
without regard to conflicts of law principles thereof. Subject to the requirements of Section 16 herein
and, if applicable, any Party bringing a claim hereunder may bring such claim only in the Superior
Court of Maricopa County, Arizona or the Federal District Court located in Maricopa County,
Arizona. This Agreement may be executed in one or more counterparts, including by facsimile,
Page 14 of 47

which will be effective as original agreements of the Parties executing the counterpart. The Recitals
to this Agreement are incorporated into the body of this Agreement as if fully restated herein.
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.
INCTJMBENT: SPRINT:
Maricopa County, Arizona Nextel West Corp.
AUTHORIZED SIGNATURE
NAME: By:
TITLE: CHAIRMAN, BOARD OF
SUPERVISORS
DATE
ATTEST:
CLERK OF THE BOARD
MARICOPA COUNTY AGREEMENT NO.
The undersigned attorney has determined that said
agreement is in proper form and is within the
powers and authority granted under the laws of the
State of Arizona.
Dated this day of ,20 .
By:
Attorney
Page 15 of 47

SCHEDULE A
Incumbent Frequencies
Incumbent's Name: Maricopa, County of
The Incumbent Frequencies listed on this Schedule A, represent the transmit (base station) frequencies on
the Incumbent Licenses. Although not specifically listed, all related mobile frequencies and/or station
classes listed on the Incumbent Licenses are herein incorporated by reference.
Incumbent Assigns to Sprint:
Longitude
CallSign Frequency Licensee Location Latitude (N) (W) Expire Date
KMH427 860.2625 Maricopa, County of PHOENIX, AZ 33-26-48.1 112-4-34.5 04/14/2023
KNIH427 860.2625 Maricopa, County of SCOTTSDALE, AZ 33-38-39.2 111-48-43.5 04/14/2023
KNNN305 866.15 Maricopa, County of CHANDLER, AZ 33-17-34.9 111-49-55.6 03/08/2021
KNNN305 866.25 Maricopa, County of CHANDLER, AZ 33-17-34.9 111-49-55.6 03/08/2021
KNNN305 866.6 Maticopa, County of CHANDLER, AZ 33-17-34.9 111-49-55.6 03/08/2021
KNNN305 866.675 Maricopa, County of CHANDLER, AZ 33-17-34.9 111-49-55.6 03/08/2021
KNNN305 868.775 Maricopa, County of CHANDLER, AZ 33-17-34.9 111-49-55.6 03/08/2021
KNNN305 866.1625 Maricopa, County of MESA, AZ 33-23-3.2 111-49-38.5 03/08/2021
ICNNN305 866.3 Maricopa, County of MESA, AZ 33-23-3.2 111-49-38.5 03/08/2021
KNNN305 866.725 Maricopa, County of MESA, AZ 33-23-3.2 111-49-38.5 03/08/2021
KNNN305 866.75 Maricopa, County of MESA, AZ 33-23-3.2 111-49-38.5 03/08/2021
KNNN305 868.8 Maricopa, County of MESA, AZ 33-23-3.2 111-49-38.5 03/08/2021
KNNN305 868.8875 Maricopa, County of MESA, AZ 33-23-3.2 111-49-38.5 03/08/2021
KNNN305 868.925 Maricopa, County of MESA, AZ 33-23-3.2 111-49-38.5 03/08/2021
KNNN305 868.95 Maricopa, County of MESA, AZ 33-23-3.2 111-49-38.5 03/08/2021
KNNN305 866.2375 Maricopa, County of PHOENIX, AZ 33-25-43.2 112-7-52.5 03/08/2021
KNNN305 866.2625 Maricopa, County of PHOENIX, AZ 33-25-43.2 112-7-52.5 03/08/2021
KNNN305 866.6625 Maricopa, County of PHOENIX, AZ 33-25-43.2 112-7-52.5 03/08/2021
KNNN305 866.7375 Maricopa, County of PHOENIX, AZ 33-25-43.2 112-7-52.5 03/08/2021
KNNN305 866.8125 Maricopa, County of PHOENIX, AZ 33-25-43.2 112-7-52.5 03/08/2021
KNNN305 868.85 Maricopa, County of PHOENIX, AZ 33-25-43.2 112-7-52.5 03/08/2021
KNNN305 868.875 Maricopa, County of PHOENIX, AZ 33-25-43.2 112-7-52.5 03/08/2021
KNNN305 866.075 Maricopa, County of CAREFREE, AZ 33-58-58.1 111-47-54.5 03/08/2021
KNNN305 866.2 Maricopa, County of CAREFREE, AZ 33-58-58.1 111-47-54.5 03/08/2021
KNNN305 866.35 Maricopa, County of CAREFREE, AZ 33-58-58.1 111-47-54.5 03/08/2021
KNNN305 866.575 Maricopa, County of CAREFREE, AZ 33-58-58.1 111-47-54.5 03/08/2021
KNNN305 866.6375 Maricopa, County of CAREFREE, AZ 33-58-58.1 111-47-54.5 03/08/2021
KNNN305 866.7875 Maricopa, County of CAREFREE, AZ 33-58-58.1 111-47-54.5 03/08/2021
KNNN305 868.8625 Maricopa, County of CAREFREE, AZ 33-58-58.1 111-47-54.5 03/08/2021
KNNN305 866.1875 Maricopa, County of CROWN KING, AZ 34-14-3.1 112-22-4.6 03/08/2021
KNNN305 866.3375 Maricopa, County of CROWN KING, AZ 34-14-3.1 112-22-4.6 03/08/2021
KNNN305 866.5875 Maricopa, County of CROWN KING, AZ 34-14-3.1 112 -22-4.6 03/08/2021
KNNN305 866.65 Maricopa, County of CROWN KING, AZ 34-14-3.1 112-22-4.6 03/08/2021
KNNN305 866.8 Maricopa, County of CROWN KING, AZ . 34-14-3.1 112-22-4.6 03/08/2021
KNNN305 868.8875 Maricopa, County of CROWN KING, AZ 34-14-3.1 112-22-4.6 03/08/2021
Page 16 of 47

Longitude
CallSign Frequency Licensee Location Latitude (N) (W) Expire Date
KNNN305 866.2375 Maricopa, County of AGUILA, AZ 34-3-55.1 113-21-21.7 03/0812021
KNNN305 866.2625 Maricopa, County of AGUILA, AZ 34-3-55.1 113-21-21.7 03/08/2021
KNNN305 866:7375 Maricopa, County of AGUILA,•AZ 34-3-55.1 113-21-21.7 03/08/2021
KNNN305 866.8125 Maricopa, County of AGUILA, AZ 34-3-55.1 113-21-21.7 03/08/2021
KNNN305 868.875 Maricopa, County of AGUILA, AZ 34-3-55.1 113-21-21.7 03/08/2021
Countywide: Maricopa,
KNNN305 866.2125 Maricopa, County of AZ 03/08/2021
Countywide: Maricopa,
KNNN305 866.5625 Maricopa, County of AZ 03/08/2021
Countywide: Maricopa,
KNNN305 867.15 Maricopa, County of AZ 03/08/2021
Countywide: Maricopa,
KNNN305 867.1625 Maricopa, County of AZ 03/08/2021
Countywide: Maricopa,
KNNN305 867.175 Maricopa, County of AZ 03/0812021
Countywide: Maricopa,
KNNN305 867.3 Maricopa, County of AZ 03/08/2021
Countywide: Maricopa,
KNNN305 867.3625 Maricopa, County of AZ 03/08/2021
Countywide: Maricopa,
KNNN305 867.725 Maricopa, County of AZ 03/08/2021
Countywide: Maricopa,
KNNN305 867.7625 Maricopa, County of AZ 03/08/2021
Countywide: Maricopa,
KNNN305 867.8125 Maricopa, County of AZ 03/08/2021
Countywide: Maricopa,
KNNN305 867.825 Maricopa, County of AZ 03/08/2021
Countywide: Maricopa,
KNNN305 867.8625 Maricopa, County of AZ 03/08/2021
Countywide: Maricopa,
KNNN305 868.8125 Maricopa, County of AZ 03/08/2021
Countywide: Maricopa,
KNNN305 868.825 Maricopa, County of AZ 03/08/2021
Countywide: Maricopa,
KNNN305 868.9 Maricopa, County of AZ 03/08/2021
Countywide: Maricopa,
KNNN305 868.9375 Maricopa, County of AZ 03/08/2021
KNNN306 866.125 Maricopa, County of PHOENIX, AZ 33-26-48.1 112-4-34.5 03/08/2021
1CNNN306 866,175 Maricopa, County of PHOENIX, AZ 33-26-48.1 112-4-34.5 03/08/2021
KNNN306 866.325 Maricopa, County of PHOENIX, AZ 33-26-48.1 112-4-34.5 03/08/2021
KNNN306 866.625 Maricopa, County of PHOENIX, AZ 33-26-48.1 112-4-34.5 03/08/2021
KNNN306 866.775 Maricopa, County of PHOENIX, AZ 33-26-48.1 112-4-34.5 03/08/2021
KNNN306 868.825 Maricopa, County of PHOENIX, AZ 33-26-48.1 112-4-34.5 03/08/2021
APACHE JUNCTION,
KNNN306 866.2375 Maricopa, County of AZ 33-33-19.2 111-16-29.5 03/08/2021
APACHE JUNCTION,
KNNN306 866.2625 Maricopa, County of AZ 33-33-19.2 111-16-29.5 03/08/2021
APACHE JUNCTION,
KNNN306 866.7375 Maricopa, County of AZ 33-33-19.2 111-16-29.5 03/08/2021
APACHE JUNCTION,
KNNN306 866.8125 Maricopa, County of AZ 33-33-19.2 111-16-29.5 03/08/2021
Page 17 of 47

Longitude
CallSign Frequency Licensee Location Latitude (N) (W) Expire Date
APACHE JUNCTION,
KNNN306 868.875 Maricopa, County of AZ 33-33-19.2 111-16-29.5 03/08/2021
LITCHFIELD PARK,
KNNN306 866.0125 Maricopa, County of AZ 33-34-1.1 112-33-29.6 03/08/2021
LITCHFIELD PARK,
KNNN306 866.1375 Maricopa, County of AZ 33-34-1.1 112-33-29.6 03/08/2021
LITCHFIELD PARK,
KNNN306 866.2875 Maricopa, County of AZ 33-34-1.1 112-33-29.6 03/08/2021
LITCHFIELD PARK,
KNNN306 866.3625 Maricopa, County of AZ 33-34-1.1 112-33-29.6 03/08/2021
LITCHFIELD PARK,
KNNN306 866.4375 Maricopa, County of AZ 33-34-1.1 112-33-29.6 03/08/2021
LITCHFIELD PARK,
KNNN306 866.5625 Maricopa, County of AZ 33-34-1.1 112-33-29.6 03/08/2021
LITCHFIELD PARK,
ICNNN306 866.6875 Maricopa, County of AZ 33-34-1.1 112-33-29.6 03/08/2021
LITCHFIELD PARK,
KNNN306 866.7125 Maricopa, County of AZ 33-34-1.1 112-33-29.6 03/08/2021
LITCHFIELD PARK,
KNNN306 866.8375 Maricopa, County of AZ 33-34-1.1 112-33-29.6 03/08/2021
LITCHFIELD PARK,
KNNN306 866.8625 Maricopa, County of AZ 33-34-1.1 112-33-29.6 03/08/2021
LITCHFIELD PARK,
KNNN306 868.7625 Maricopa, County of AZ 33-34-1.1 112-33-29.6 03/08/2021
LITCHFIELD PARK,
KNNN306 868.7875 Maricopa, County of AZ 33-34-1.1 112-33-29.6 03/08/2021
LITCHFIELD PARK,
KNNN306 868.9125 Maricopa, County of AZ 33-34-1.1 112-33-29.6 03/08/2021
LITCHFIELD PARK,
KNNN306 868.9375 Maricopa, County of AZ 33-34-1.1 112-33-29.6 03/08/2021
KNNN306 866.0125 Maricopa, County of GILA BEND, AZ 33-3-6.2 113-8-8.7 03/08/2021
KNNN306 866.2375 Maricopa, County of GILA BEND, AZ 33-3-6.2 113-8-8.7 03/08/2021
KNNN306 866.2625 Maricopa, County of GILA BEND, AZ 33-3-6.2 113-8-8.7 03/08/2021
KNNN306 866.7375 Maricopa, County of GILA BEND, AZ 33-3-6.2 113-8-8.7 03/08/2021
KNNN306 866.8125 Maricopa, County of GILA BEND, AZ . 33-3-6.2 113-8-8.7 03/08/2021
KNNN306 868.875 Maricopa, County of GILA BEND, AZ 33-3-6.2 113-8-8.7 03/08/2021
KNNN306 866.225 Maricopa, County of SUNFLOWER, AZ 33-54-19.2 111-24-38.5 03/08/2021
KNNN306 866.275 Maricopa, County of SUNFLOWER, AZ 33-54-19.2 111-24-38.5 03/08/2021
KNNN306 866.7 Maricopa, County of SUNFLOWER, AZ 33-54-19.2 111-24-38.5 03/08/2021
KNNN306 866.825 Maricopa, County of SUNFLOWER, AZ 33-54-19.2 111-24-38.5 03/08/2021
KNNN306 866.85 Maricopa, County of SUNFLOWER, AZ 33-54-19.2 111-24-38.5 03/08/2021
KNNN306 868.8375 Maricopa, County of SUNFLOWER, AZ 33-54-19.2 111-24-38.5 03/08/2021
KNNN306 868.9 Maricopa, County of SUNFLOWER, AZ 33-54-19.2 111-24-38.5 03/08/2021
KNNN306 866.0125 Maricopa, County of YARNELL, AZ 34-12-10.1 112-45-5.6 03/08/2021
KNNN306 866.1625 Maricopa, County of YARNELL, AZ 34-12-10.1 112-45-5.6 03/08/2021
KNNN306 866.3125 Maricopa, County of YARNELL, AZ 34-12-10.1 112-45-5.6 03/08/2021
KNNN306 866.6125 Maricopa, County of YARNELL, AZ 34-12-10.1 112-45-5.6 03/08/2021
KNNN306 866.7625 Maricopa, County of YARNELL, AZ 34-12-10.1 112-45-5.6 03/08/2021
KNNN306 867.675 Maricopa, County of YARNELL, AZ 34-12-10.1 112-45-5.6 03/08/2021
KNNN306 868.8125 Maricopa, County of YARNELL, AZ 34-12-10.1 112-45-5.6 03/08/2021
Countywide: Maricopa,
KNNN306 866.0625 Maricopa, County of AZ 03/08/2021
Page 18 of 47

Longitude
CallSign Frequency Licensee Location Latitude (N) (W) Expire Date
Countywide: Maricopa,
KNNN306 866.15 Maricopa, County of AZ 03/08/2021
Countywide: Marieopa, ,
KNNN306 866.2 Maricopa, County of AZ 03/08/2021
Countywide: Maricopa,
KNNN306 866.2125 Maricopa, County of AZ 03/08/2021
Countywide: Maricopa,
KNNN306 866.25 Maricopa, County of AZ 03/08/2021
Countywide: Maricopa,
KNNN306 866.45 Maricopa, County of AZ 03/08/2021
Countywide: Maricopa,
KNNN306 867.1375 Maricopa, County of AZ 03/08/2021
Countywide: Marieopa,
KNNN306 867.15 Maricopa, County of AZ 03/08/2021
Countywide: Maricopa,
KNNN306 867.1625 Maricopa, County of AZ 03/08/2021
Countywide: Maricopa,
KNNN306 867.1875 Maricopa, County of AZ 03/08/2021
Countywide: Maricopa,
KNNN306 867.2125 Maricopa, County of AZ 03/08/2021
Countywide: Maricopa,
KNNN306 867.2375 Maricopa, County of AZ 03/08/2021
Countywide: Maricopa,
KNNN306 867.2875 Maricopa, County of AZ 03/08/2021
Countywide: Mar icopa,
KNNN306 867.3125 Maricopa, County of AZ 03/08/2021
Countywide: Maricopa,
KNNN306 867.3625 Maricopa, County of AZ 03/08/2021
Countywide: Maricopa,
KNNN306 867.4375 Maricopa, County of AZ 03/08/2021
Countywide: Maricopa,
KNNN306 867.7375 Maricopa, County of AZ 03/08/2021
Countywide: Maricopa,
KNNN306 867.75 Maricopa, County of AZ 03/08/2021
Countywide: Maricopa,
KNNN306 867.7625 Maricopa, County of AZ 03/08/2021
Countywide: Maricopa,
KNNN306 867.8125 Maricopa, County of AZ 03/08/2021 j
Countywide: Maricopa,
KNNN306 867.8375 Maricopa, County of AZ 03/08/2021
Countywide: Maricopa,
KNNN306 867.8625 Maricopa, County of AZ 03/08/2021
Countywide: Maricopa,
KNNN306 867.9125 Maricopa, County of AZ 03/08/2021
Countywide: Maricopa,
KNNN306 868.0375 Maricopa, County of AZ 03/08/2021
Countywide: Maricopa,
KNNN306 868.1375 Maricopa, County of AZ 03/08/2021
Countywide: Marieopa,
KNNN306 868.5375 Maricopa, County of AZ 03/08/2021
Countywide: Marieopa,
KNNN306 868.65 Maricopa, County of AZ 03/08/2021
Page 19 of 47

Longitude
CallSign Frequency Licensee Location Latitude (N) (W) Expire Date
Countywide: Marieopa,
KNNN306 868.675 Maricopa, County of AZ 03/08/2021
Countywide: Maricopa,
KNNN306 868.775 Maricopa, County of AZ 03/08/2021
Countywide: Maricopa,
KNNN306 868.8 Maricopa, County of AZ 03/08/2021
Countywide: Maricopa,
KNNN306 868.85 Marieopa, County of AZ 03/0812021
Countywide: Maricopa,
KNNN306 868.925 Maricopa, County of AZ 03/08/2021
Countywide: Maricopa,
KNNN306 868.95 Maricopa, County of AZ 03/08/2021
WNMZ858 852.9375 Maricopa, County of PHOENIX, AZ 33-25-43.2 112-7-52.5 05/22/2015
WNMZ858 860.9625 Maricopa, County of SCOTTSDALE, AZ 33-29-16.2 111-55-21.5 05/22/2015
WNMZ858 860.9625 Maricopa, County of SCOTTSDALE, AZ 33-34-52.2 111-53-12.5 05/22/2015
WNMZ858 851.3375 Marieopa, County of SCOTTSDALE, AZ 33-38-39.2 111-48-43.5 05/22/2015
WNMZ858 852.7125 Maricopa, County of SCOTTSDALE, AZ 33-38-39.2 111-48-43.5 05/22/2015
WNMZ858 853.3625 Maricopa, County of SCOTT'SDALE, AZ 33-38-39.2 111-48-43.5 05/22/2015
WNMZ858 853.5625 Marieopa, County of SCOTTSDALE, AZ 33-38-39.2 111-48-43.5 05/22/2015
WNMZ858 853.7625 Maricopa, County of SCOTTSDALE, AZ 33-38-39.2 111-48-43.5 05/22/2015
WNMZ858 860.7625 Maricopa, County of SCOTTSDALE, AZ 33-38-39.2 111-48-43.5 05/22/2015
WNMZ858 860.9625 Maricopa, County of SCOTTSDALE, AZ 33-38-39.2 111-48-43.5 05/22/2015
WQDB614 866.0625 Maricopa, County of PHOENIX, AZ 33-47-31.3 112-5-8.2 08/05/2015
WQDE614 866.2125 Marieopa, County of PHOENIX, AZ 33-47-31.3 112-5-8.2 08/05/2015
WQDE614 866.45 Maricopa, County of PHOENIX, AZ 33-47-31.3 112-5-8.2 08/05/2015
WQJS304 866.575 Maricopa, County of PHOENIX, AZ 33-25-43.2 112-7-52.5 02/25/2015
APACHE JUNCTION,
WQJS304 866.075 Maricopa, County of AZ 33-33-19.2 111-16-29.5 02/25/2015
WQJS304 866.275 Maricopa, County of LITCHFIELD, AZ 33-34-1.1 112-33-29.6 02/25/2015
WQJS304 866.0125 Maricopa, County of ' SCOTTSDALE, AZ 33-38-39.2 111-48-43.5 02/25/2015
WQ1S304 866.1375 Maricopa, County of SCOTTSDALE, AZ 33-38-39.2 111-48-43.5 02/25/2015
WQ.IS304 866.1875 Maricopa, County of SCOTTSDALE, AZ 33-38-39.2 111-48-43.5 02/25/2015
WQJS304 866.2375 Maricopa, County of YARNELL, AZ 34-12-10.1 112-45-5.6 02/25/2015
WQUB635 866.3125 Maricopa, County of SCOTTSDALE, AZ 33-29-25.9 111-55-13.4 11/24/2014
WQUB 635 866.625 Maricopa, County of SCOTTSDALE, AZ 33-29-25.9 111-55-13.4 11/24/2014
WQUB635 866.85 Maricopa, County of SCOTTSDALE, AZ 33-29-25.9 111-55-13.4 11/24/2014
WQUB635 868.7625 Maricopa, County of SCOTTSDALE, AZ 33-29-25.9 111-55-13.4 11/24/2014
Countywide: Maricopa,
KNNN306 823.2375 Maricopa, County of AZ 03/08/2021
Page 20 of 47

SCHEDULE B
Replacement Frequencies
Incumbent's Name: Maricopa, County of
The related mobile frequencies and/or station classes for the Replacement Frequencies listed in this
Schedule B will be assigned from Sprint to Incumbent based on the Incumbent Licenses listed in
Schedule A.
Sprint Assigns to Incumbent:
Gnd Ant
Replinnt Longitude Kiev Hgt ERP
CallSign Freq Licensee Location Latitude (N) (W) (ft) (ft) (w)
Maricopa,
KNIH427 857.3375 County of PHOENIX, AZ 33-26-48.1 112-4-34.5 1090 276 113
Maricopa,
KNIH427 857.3375 County of SCOTTSDALE, AZ 33-38-39.2 111-48-43.5 3980 79 115
Maricopa,
KNNN305 851.15 County of CHANDLER, AZ 33-17-34.9 111-49-55.6 1220 184 53
Maricopa,
KNNN305 851.25 County of CHANDLER, AZ 33-17-34.9 111-49-55.6 1220 184 53
Maricopa,
KNNN305 851.6 County of CHANDLER, AZ 33-17-34.9 111-49-55.6 1220 184 53
Maricopa,
KNNN305 851.675 County of CHANDLER, AZ 33-17-34.9 111-49-55.6 1220 184 53
Maricopa,
KNNN305 853.775 County of CHANDLER, AZ 33-17-34.9 111-49-55.6 1220 184 53
Maricopa,
KNNN305 851.1625 County of MESA, AZ 33-23-3.2 111-49-38.5 1257 79 123
Maricopa,
KNNN305 851.3 County of MESA, AZ 33-23-3.2 111-49-38.5 1257 79 126
Maricopa,
KNNN305 851.725 County of MESA, AZ 33-23-3.2 111-49-38.5 1257 79 126
Maricopa,
KNNN305 851.75 County of MESA, AZ 33-23-3.2 111-49-38.5 1257 79 126
Maricopa,
KNNN305 853.8 County of MESA, AZ 33-23-3.2 111-49-38.5 1257 79 126
Maricopa,
KNNN305 853.8875 County of MESA, AZ 33-23-3.2 111-49-38.5 1257 79 123
Maricopa,
KNNN305 853.925 County of MESA, AZ 33-23-3.2 111-49-38.5 1257 79 126
Maricopa,
KNNN305 853.95 County of MESA, AZ 33-23-3.2 111-49-38.5 1257 79 126
Maricopa,
KNNN305 851.2375 County of PHOENIX, AZ 33-25-43.2 112-7-52.5 1109 39 100
Maricopa,
KNNN305 851.2625 County of PHOENIX, AZ 33-25-43.2 112-7-52.5 1109 39 100
Page 21 of 47

Gnd Ant
Replmnt Longitude Elev Hgt ERP
Fre i Licensee Location Latitude (N (W) ft) (ft) (w)
Maricopa,
KNNN305 851.6625 Count of PHOENIX, AZ 33-25-43.2 112-7-52.5 1109 39 100
Maricopa, NM
KNNN305 851.7375 Count of PHOENIX, AZ 33-25-43.2 1109 39 100
Maricopa,
KNNN305 851.8125 County of PHOENIX, AZ 33-25-43.2 112-7-52.5 1109 39 100
Maricopa, IIMIN
KNNN305 853.85 Count of PHOENIX, AZ 33-25-43.2 1109 39 100
Maricopa, INIE
KNNN305 853.875 County of PHOENIX, AZ 33-25-43.2 1109 39 100
Maricopa,
KNNN305 851.075 County of CAREFREE, AZ 33-58-58.1 111-47-54.5 5187 20 100
Maricopa,
KNNN305 851.2 Count of CAREFREE, AZ 33-58-58.1 111-47-54.5 5187 20 100
Maricopa,
KNNN305 851.35 County of CAREFREE, AZ 33-58-58.1 111-47-54.5 5187 20 100
Maricopa,
KNNN305 851.575 County of CAREFREE, AZ 33-58-58.1 111-47-54.5 5187 20 100
Maricopa,
KNNN305 851.6375 Count of CAREFREE, AZ 33-58-58.1 111-47-54.5 5187 20 100
Maricopa,
KNNN305 851.7875 County of CAREFREE, AZ 33-58-58.1 111-47-54.5 5187 20 100
Maricopa,
KNNN305 853.8625 Count of CAREFREE, AZ 33-58-58.1 111-47-54.5 5187 20 100
Maricopa,
KNNN305 851.1875 County of CROWN KING, AZ 34-14-3.1 112-22-4.6 7503 49 100
Maricopa,
KNNN305 851.3375 Count of CROWN KING, AZ 34-14-3.1 112-22-4.6 7503 49 100
Maricopa,
KNNN305 851.5875 County of CROWN KING, AZ 34-14-3.1 112-22-4.6 7503 49 100
Maricopa,
KNNN305 851.65 County of CROWN KING, AZ 34-14-3.1 112-22-4.6 7503 49 100
Maricopa,
KNNN305 851.8 County of CROWN KING, AZ 34-14-3.1 112-22-4.6 7503 49 100
Maricopa,
KNNN305 853.8875 Count of CROWN KING, AZ 34-14-3.1 112-22-4.6 7503 49 100
Maricopa, IN
KNNN305 851.2375 County of AGUILA, AZ 34-3-55.1 113-21-21.7 5098 30
Maricopa, IIM 132
KNNN305 851.2625 Count of AGUILA, AZ 34-3-55.1 5098 30
Maricopa, 1111
KNNN305 851.7375 Count of AGUILA, AZ 34-3-55.1 113-21-21.7 5098 30
Maricopa, IIMI IIII
KNNN305 851.8125 County of AGUILA, AZ 34-3-55.1 5098 30
Maricopa, 1111
KNNN305 853.875 Count of AGUILA, AZ 34-3-55.1 113-21-21.7 5098 30
Maricopa, Countywide: Maricopa,
KNNN305 851.2125 Count of AZ MIMI.
Maricopa, Countywide: Maricopa, 20
KNNN305 851.5625 County of AZ 20
Maricopa, Countywide: Maricopa,
KNNN305 852.15 Count of AZ 20
Page 22 of 47

Gnd Ant
Rephnnt Longitude Elev Hgt ERP
CallSign Freq Licensee Location Latitude (N) (W) (ft) (ft) (w)
Maricopa, Countywide: Maricopa,
KNNN305 852.1625 County of AZ 20
Maricopa, Countywide: Maricopa,
KNNN305 852.175 County of AZ 20
Maricopa, Countywide: Maricopa,
KNNN305 852.3 County of AZ 20
Maricopa, Countywide: Maricopa,
KNNN305 852.3625 County of AZ 20
Maricopa, Countywide: Maricopa,
KNNN305 852.725 County of AZ 20
Maricopa, Countywide: Maricopa,
KNNN305 852.7625 County of AZ 20
Maricopa, Countywide: Maricopa,
KNNN305 852.8125 County of AZ 20
Maricopa, Countywide: Maricopa,
KNNN305 852.825 County of AZ 20
Maricopa, Countywide: Maricopa,
KNNN305 852.8625 County of AZ 20
Maricopa, Countywide: Maricopa,
KNNN305 853.8125 County of AZ 20
Maricopa, Countywide: Maricopa,
KNNN305 853.825 County of AZ 20
Maricopa, Countywide: Maricopa,
KNNN305 853.9 County of AZ 20
Maricopa, Countywide: Maricopa,
KNNN305 853.9375 County of AZ 20
Maricopa,
KNNN306 851.125 County of PHOENIX, AZ 33-26-48.1 112-4-34.5 1090 276 204
Maricopa,
KNNN306 851.175 County of PHOENIX, AZ 33-26-48.1 112-4-34.5 1090 276 204
Maricopa,
KNNN306 851.325 County of PHOENIX, AZ 33-26-48.1 112-4-34.5 1090 276 204
Maricopa,
KNNN306 851.625 County of PHOENIX, AZ 33-26-48.1 112-4-34.5 1090 276 204
Maricopa,
KNNN306 851.775 County of PHOENIX, AZ 33-26-48.1 112-4-34.5 1090 276 204
Maricopa,
KNNN306 853.825 County of PHOENIX, AZ 33-26-48.1 112-4-34.5 1090 276 204
Maricopa, APACHE JUNCTION,
KNNN306 851.2375 County of AZ 33-33-19.2 111-16-29.5 4390 69 257
Maricopa, APACHE JUNCTION,
KNNN306 851.2625 County of AZ 33-33-19.2 111-16-29.5 4390 69 257
Maricopa, APACHE JUNCTION,
KNNN306 851.7375 County of AZ 33-33-19.2 111-16-29.5 4390 69 257
Maricopa, APACHE JUNCTION,
KNNN306 851.8125 County of AZ 33-33-19.2 111-16-29.5 4390 69 257
Maricopa, APACHE JUNCTION,
KNNN306 853.875 County of AZ 33-33-19.2 111-16-29.5 4390 69 257
Maricopa, LITCHFIELD PARK,
KNNN306 851.0125 County of AZ 33-34-1.1 112-33-29.6 4019 79 115
Maricopa, LITCHFIELD PARK,
KNNN306 851.1375 County of AZ 33-34-1.1 112-33-29.6 4019 79 115
Page 23 of 47

Gnd Ant
Rep/mnt Longitude Hey Hgt ERP
CallSign Freq Licensee Location Latitude (N) (W) (ft) (ft) (w)
Maricopa, LITCHFIELD PARK,
KNNN306 851.2875 County of AZ 33-34-1.1 112-33-29.6 4019 79 115
Maricopa, LITCHFIELD PARK,
KNNN306 851.3625 County of AZ 33-34-1.1 112-33-29.6 4019 79 115
Maricopa, LITCHFIELD PARK,
KNNN306 851.4375 County of AZ 33-34-1.1 112-33-29.6 4019 79 115
Maricopa, LITCHFIELD PARK,
KNNN306 851.5625 County of AZ 33-34-1.1 112-33-29.6 4019 79 115
Maricopa, LITCHFIELD PARK,
KNNN306 854.5625 County of AZ 33-34-1.1 112-33-29.6 4019 79 115
Maricopa, LITCHFIELD PARK,
KNNN306 851.7125 County of AZ 33-34-1.1 112-33-29.6 4019 79 115
Maricopa, LITCHFIELD PARK,
KNNN306 851.8375 County of AZ 33-34-1.1 112-33-29.6 4019 79 115
Maricopa, LITCHFIELD PARK,
KNNN306 851.8625 County of AZ 33-34-1.1 112-33-29.6 4019 79 115
Maricopa, LITCHFIELD PARK,
KNNN306 853.7625 County of AZ 33-34-1.1 112-33-29.6 4019 79 115
Maricopa, LITCHFIELD PARK,
KNNN306 853.7875 County of AZ 33-34-1.1 112-33-29.6 4019 79 115
Maricopa, LITCHFIELD PARK,
KNNN306 853.9125 County of AZ 33-34-1.1 112-33-29.6 4019 79 115
Maricopa, LITCHFIELD PARK,
KNNN306 853.9375 County of AZ 33-34-1.1 112-33-29.6 4019 79 115
Maricopa,
KNNN306 851.0125 County of GILA BEND, AZ 33-3-6.2 113-8-8.7 1719 79 100
Maricopa,
KNNN306 851.2375 County of GILA BEND, AZ 33-3-6.2 113-8-8.7 1719 79 282
Maricopa,
KNNN306 851.2625 County of GILA BEND, AZ 33-3-6.2 113-8-8.7 1719 79 282
Maricopa,
KNNN306 851.7375 County of GILA BEND, AZ 33-3-6.2 113-8-8.7 1719 79 282
Maricopa,
KNNN306 851.8125 County of GILA BEND, AZ 33-3-6.2 113-8-8.7 1719 79 282
Maricopa,
KNNN306 853.875 County of GILA BEND, AZ 33-3-6.2 113-8-8.7 1719 79 282
Maricopa,
KNNN306 851.225 County of SUNFLOWER, AZ 33-54-19.2 111-24-38.5 7133 59 339
Maricopa,
KNNN306 851.275 County of SUNFLOWER, AZ 33-54-19.2 111-24-38.5 7133 59 339
Maricopa,
KNNN306 854.5125 County of SUNFLOWER, AZ 33-54-19.2 111-24-38.5 7133 59 339
Maricopa,
KNNN306 851.825 County of SUNFLOWER, AZ 33-54-19.2 111-24-38.5 7133 59 339
Maricopa,
KNNN306 851.85 County of SUNFLOWER, AZ 33-54-19.2 111-24-38.5 7133 59 339
Maricopa,
KNNN306 853.8375 County of SUNFLOWER, AZ 33-54-19.2 111-24-38.5 7133 59 339
Maricopa,
KNNN306 853.9 County of SUNFLOWER, AZ 33-54-19.2 111-24-38.5 7133 59 339
Maricopa,
KNNN306 851.0125 County of YARNELL, AZ 34-12-10.1 112-45-5.6 5118 59 355
Page 24 of 47

Gnd Ant
Replmnt Longitude Elev Hgt ERP
CallSign Freq Licensee Location Latitude (N) (W) (ft) (ft) (w)
Maricopa,
KNNN306 851.1625 •County of YARNELL, AZ 34-12-10.1 112-45-5.6 5118 59 339
Maricopa,
KNNN306 851.3125 County of YARNELL, AZ 34-12-10.1 112-45-5.6 5118 59 339
Maricopa,
KNNN306 851.6125 County of YARNELL, AZ 34-12-10.1 112-45-5.6 5118 59 339
Maricopa,
KNNN306 851.7625 County of YARNELL, AZ 34-12-10.1 112-45-5.6 5118 59 339
Maricopa,
KNNN306 852.675 County of YARNELL, AZ 34-12-10.1 112-45-5.6 5118 59 355
Maricopa,
KNNN306 853.8125 County of YARNELL, AZ 34-12-10.1 112-45-5.6 5118 59 339
Maricopa, Countywide: Maricopa,
KNNN306 851.0625 County of AZ 20
Maricopa, Countywide: Maricopa,
KNNN306 851.15 County of AZ 20
Maricopa, Countywide: Maricopa,
KNNN306 851.2 County of AZ 20
Maricopa, Countywide: Maricopa,
KNNN306 851.2125 County of AZ 20
Maricopa, Countywide: Maricopa,
KNNN306 851.25 County of AZ 20
Maricopa, Countywide: Maricopa,
KNNN306 851.45 County of AZ 20
Maricopa, Countywide: Maricopa,
KNNN306 852.1375 County of AZ 20
Marieopa, Countywide: Maricopa,
KNNN306 852.15 County of AZ 20
Maricopa, Countywide: Maricopa,
KNNN306 852.1625 County of AZ 20
Maricopa, Countywide: Maricopa,
KNNN306 852.1875 County of AZ 20
Maricopa, Countywide: Maricopa,
KNNN306 852.2125 County of AZ 20
Maricopa, Countywide: Maricopa,
KNNN306 852.2375 County of AZ 20
Maricopa, Countywide: Maricopa,
KNNN306 852.2875 County of AZ 20
Marieopa, Countywide: Maricopa,
KNNN306 852.3125 County of AZ 20
Maricopa, Countywide: Marieopa,
KNNN306 852.3625 County of AZ 20
Maricopa, Countywide: Maricopa,
KNNN306 852.4375 County of AZ 20
Mar ieopa, Countywide: Maricopa,
KNNN306 852.7375 County of AZ 20
Maricopa, Countywide: Maricopa,
KNNN306 852.75 County of AZ 20
Maricopa, Countywide: Maricopa,
KNNN306 852.7625 County of AZ 20
Marieopa, Countywide: Maricopa,
KNNN306 852.8125 County of AZ 20
Page 25 of 47

Gnd Ant
Replinnt Longitude Elev Hgt ERP
CallSign Freq Licensee Location Latitude (N) (W) (ft) (ft) (w)
Maricopa, Countywide: Maricopa,
KNNN306 852.8375 County of AZ 20
Marieopa, Countywide: Maricopa,
KNNN306 852.8625 County of AZ 20
Maricopa, Countywide: Maricopa,
KNNN306 852.9125 County of AZ 20
Maricopa, Countywide: Marieopa,
KNNN306 853.0375 County of AZ 20
Maricopa, Countywide: Maricopa,
KNNN306 853.1375 County of AZ 20
Maricopa, Countywide: Maricopa,
KNNN306 853.5375 County of AZ 20
Maricopa, Countywide: Maricopa,
KNNN306 853.65 County of AZ 20
Maricopa, Countywide: Maricopa,
KNNN306 853.675 County of AZ 20
Maricopa, Countywide: Maricopa,
KNNN306 853.775 County of AZ 20
Maricopa, Countywide: Maricopa,
KNNN306 853.8 County of AZ 20
Maricopa, Countywide: Maricopa,
KNNN306 853.85 County of AZ 20
Maricopa, Countywide: Maricopa,
KNNN306 853.925 County of AZ 20
Maricopa, Countywide: Maricopa,
KNNN306 853.95 County of AZ . 20
Maricopa,
WNMZ858 857.6625 County of PHOENIX, AZ 33-25-43.2 112-7-52.5 1047 98 500
Maricopa,
WNMZ858 859.5625 County of SCOTTSDALE, AZ 33-29-16.2 111-55-21.5 1240 79 300
Maricopa,
WNMZ858 859.5625 County of SCOTTSDALE, AZ 33-34-52.2 111-53-12.5 1362 66 300
Maricopa,
WNMZ858 857.3125 County of SCOTTSDALE, AZ 33-38-39.2 111-48-43.5 3980 56 200
Maricopa,
WNMZ858 857.9125 County of SCOTTSDALE, AZ 33-38-39.2 111-48-43.5 3980 56 200
Maricopa,
WNMZ858 858.3625 County of SCOTTSDALE, AZ 33-38-39.2 111-48-43.5 3980 56 200
Maricopa,
WNMZ858 858.5625 County of SCOTTSDALE, AZ 33-38-39.2 111-48-43.5 3980 56 200
Maricopa,
WNMZ858 858.8125 County of SCO'TTSDALE, AZ 33-38-39.2 111-48-43.5 3980 56 200
Maricopa,
WNMZ858 859.3625 County of SCOTTSDALE, AZ 33-38-39.2 111-48-43.5 3980 56 200
Maricopa,
WNMZ858 859.5625 County of SCOTTSDALE, AZ 33-38-39.2 111-48-43.5 3980 56 200
Maricopa,
WQDE614 851.0625 County of PHOENIX, AZ 33-47-31.3 112-5-8.2 2096 188 115
Maricopa,
WQDE614 851.2125 County of PHOENIX, AZ 33-47-31.3 112-5-8.2 2096 188 115
Maricopa,
WQDE614 851.45 County of PHOENIX, AZ 33-47-31.3 112-5-8.2 2096 188 115
Page 26 of 47

Gnd Ant
Replmnt Longitude Elev Hgt ERP
CallSign Freq Licensee Location Latitude (N) (W) (ft) (ft) (w)
Maricopa,
WQJS304 851.575 County of PHOENIX, AZ 33-25-43.2 112-7-52.5 1109 39 100
Maricopa, APACHE JUNCTION,
WQJS304 851.075 County of AZ 33-33-19.2 111-16-29.5 4390 69 257
Maricopa,
WQJS304 851.275 County of LITCHFIELD, AZ 33-34-1.1 112-33-29.6 4019 79 115
Maricopa,
WQJS304 851.0125 County of SCOTTSDALE, AZ 33-38-39.2 111-48-43.5 3980 79 115
Maricopa,
WQJS304 851.1375 County of SCOTTSDALE, AZ 33-38-39.2 111-48-43.5 3980 79 115
Maricopa,
WQJS304 851.1875 County of SCOTTSDALE, AZ 33-38-39.2 111-48-43.5 3980 79 115
Maricopa,
WQ1S304 851.2375 County of YARNELL, AZ 34-12-10.1 112-45-5.6 5118 59 355
Maricopa,
WQUB635 851.3125 County of SCOTTSDALE, AZ 33-29-25.9 111-55-13.4 4088 79 300
Maricopa,
WQUB635 851.625 County of SCOTTSDALE, AZ 33-29-25.9 111-55-13.4 4088 79 300
Maricopa,
WQI113635 851.85 County of SCOTTSDALE, AZ 33-29-25.9 111-55-13.4 4088 79 300
Maricopa,
WQUB635 853.7625 County of SCOTTSDALE, AZ 33-29-25.9 111-55-13.4 4088 79 300
Maricopa, Countywide: Maricopa,
KNNN306 808.2375 County of AZ 20
Page 27 of 47

SCHEDULE C
NO MHZ RECONFIGURATION
COST ESTIMATE - CERTIFIED REQUEST
Request for Reconfiguration Funding
Incumbent's Name: MARICOPA, COUNTY OF, AZ PH II
Pursuant to the Order, Incumbent is required to reconfigure its existing facilities and requests
Sprint to fund the estimated reconfiguration costs included below:
Incumbent Payment Terms: Sprint 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. Sprint will pay
Incumbent $283,820.54 within 15 days (30 days if Incumbent elects to be paid by check rather
than electronic funds transfer) after receipt by Sprint of the fully executed Agreement and fully
completed Incumbent Information Form (as set forth on Exhibit A). Sprint 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 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 will pay
each Vendor within 30 days after receipt by Sprint 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. Pursuant to Schedule C, Sprint will also pay the upgrade amount to
Shulman Rogers within 30 days of receipt of an Incumbent approved invoice from Shulman
Rogers for that amount.
1. System Description: The Maricopa County radio system consists of Smartzone IR sites
connected to an ASTRO P25 7.14 core via Smart-X along with two Command on Wheels
(COW) vehicles. The trunking system includes fifteen 7.14 IR sites. The fifteen sites are located
at White Tanks, Bronco, CCB (Central Court Building), Oatrnan, ORD, Yarnell, SEC (South
East Center), Durango, Humboldt, Towers, Chandler, Smith, TPK (Thompson Peak), Gillen, and
Scottsdale. In addition to the trunked system, Maricopa County operates two Command on
Wheels (COW) vehicles named COW 201 and COW 243. COW 201 contains one conventional
repeater. COW 243 contains two conventional repeaters. There are 5,478 portable radios and
1,456 mobile radios and 13 Consolettes affiliated with the System.
The major system elements to be reconfigured are summarized in the table below:
-System
Base station frequencies 94 94
- Voice channels 0
- Home/Control channels 0 0
Repeater sites 15 15
Page 28 of 47

Other sites (remote recv, BDA) 0 0
Subscriber units retuned 6668 6668
Subscriber units reprogrammed 279 279
Subscriber units replaced 0 0
Subscriber units rebanded total 6947 6947
Entities operating on the system 0 0
2. Reconfiguration Milestones: Identify the anticipated start date of the overall reconfiguration
of your system (Project Start). Then, for each major reconfiguration milestone listed in the table
below, provide (1) the anticipated number of days after project start date required to begin
execution of the task identified, and (2) the estimated duration in number of days required to
complete the task identified. As an FRA is negotiated, it is not always possible to know an actual
start date for specific reconfiguration tasks. In such a case, it is acceptable to forecast an
estimated start date from execution of the FRA (i.e., "contract execution + xx days") and
estimate the duration of each task.
Reennfigneatiini•aSic.: EstinuLted Completion
Date
Reconfigure Subscriber Equipment that uses AIRS September 30, 2015
Complete 1st touch of subscriber equipment December 31, 2015
Reconfigure Infrastructure Equipment and return ICN February 15, 2016
(Incumbent Clearing Notice) to Sprint
Complete 2" touch of subscriber units December 15, 2016
System Acceptance December 31, 2016
3. Implementation Plan: See SOW
4. Cost Estimate:
Description of Work To Be Performed Payee(separately identify Estimated Cost(s) for
Incumbent and each Incumbent and Each
Vendor being paid for Vendor (Not to Exceed
work performed) listed amount)
I. Subscriber Reconfiguration Services - First (Vendor) $1,042,473.00
Touch Motorola
Subscriber
• • Functional Pre-test of existing radio - Talk
group call on system • Retune existing radio
(no obstruction to retuning of radio) •
Functional post test of existing radio - Talk
group call on system (1428 units @ 0.90 hrs
each @ $190.00 /hr = $244,188.00)
• • Functional Pre-test of existing radio - Talk
group call on system • Flash existing radio
with Rebandipg software - Load
Programming Template into existing radio
(no obstructions to programming port of
radio and radio is to be flashed and
programmed in the vehicle) • Functional post
test of existing radio - Talk group can on
Page 29 of 47

system (41 units @ 0.90 his each @ $190.00
/hr = $7,011.00)
• • Functional post test of existing radio - Talk
group call on system • Retune existing radio
(no obstruction to retuning of radio) •
Functional post test of existing radio - Talk
group call on system (5240 units @ 0.70 hrs
each @ $190.00 /hr = $696,920.00)
• • Functional Pre-Test of existing radio - Talk
group call on system • Flash existing radio
with Rebanding software • Load
programming template into existing radio •
Functional post test of existing radio - Talk
group call on system (238 units @ 0.70 his
each @ $190.00 /hr = $31,654.00)
• Modify Radio Templates (Masks) for
Flashed Units (165 units @ 2.00 hrs each @
$190.00 /hr = $62,700.00)
II. Subscriber Reconfiguration Services - Second (Vendor) $916,313.00
(or subsequent) Touch Motorola
Subscriber
• Second programming of subscribers(remove
old freqs) Mobiles (1169 units @ 0.90 hrs
each @ $190.00 /hr = $199,899.00)
• Second programming of subscribers(remove
old freqs) Portables (5033 units @ 0.70 hrs
each @ $190.00 /hr = $669,389.00)
• Modify Templates - 2nd. Programming (165
units @ 1.50 his each @ $190.00 /hr =
$47,025.00)
III. Infrastructure Reconfiguration - Services (Vendor) $120,840.00
Infrastructure Motorola
• Controllers (1 units @ 30.00 hrs each @
$190.00 /hr = $5,700.00)
• Repeaters (Quantar) (12 units @ 1.00 firs
each @ $190.00 /hr = $2,280.00)
• Retune Combiners & Duplexer (Antenna
System) (12 units @ 1.00 hrs each @
$190.00 /hr = $2,280.00)
• Antenna Sweep (1 units @ 1.00 his each @
$190.00 /hr —$190.00)
• Repeaters (4 units @ 1.00 hrs each @
$190.00 /hr = $760.00)
• Retune Combiners & Duplexer (Antenna
System) (4 units @ 1.00 his each @ $190.00
/hr = $760.00)
• Antenna Sweep (1 units @ 1.00 his each @
. $190.00 /hr = $190.00)
• Repeaters (6 units @ 1.00 hrs each @
Page 30 of 47

$190.00 /hr = $1,140.00)
• Retune Combiners & Duplexer (Antenna
System) (6 units @ 1.00 his each @ $190.00
/hr = $1,140.00)
• Antenna Sweep (1 units @ 1.00 his each @
$190.00 /hr = $190.00)
• Repeaters (8 units @ 1.00 his each @
$190.00 /hr = $1,520.00)
• Retune Combiners & Duplexer (Antenna
System) (8 units @ 1.00 hrs each @ $190,00
/hr = $1,520.00)
• Antenna Sweep (1 units @ 1.00 hrs each @
$190.00 /hr = $190.00)
• Repeaters (5 units @ 1.00 his each @
$190.00 /hr = $950.00)
• Retune Combiners & Duplexer (Antenna
System) (6 units @ 1.00 hrs each @ $190,00
/hr = $1,140.00)
• Antenna Sweep (1 units @ 1.00 hrs each @
$190.00 /hr = $190.00)
• Repeaters (4 units @ 1.00 hrs each @
$190.00 /hr $760.00)
• Retune Combiners & Duplexer (Antenna
System) (4 units @ 1.00 his each @ $190.00
/hr = $760.00)
• Antenna Sweep (1 units @ 1.00 hrs each @
$190.00 /hr = $190.00)
• Repeaters (5 units @ 1.00 hrs each @
$190.00 /hr = $950.00)
• Retune Combiners & Duplexer (Antenna
System) (5 units @ 1.00 hrs each @ $190.00
/hr $950.00)
• Antenna Sweep (1 units @ 1.00 hrs each @
$190.00 /hr = $190.00)
• Repeaters (3 units @ 1.00 hrs each @
$190.00 /hr = $570.00)
• Retune Combiners & Duplexer (Antenna
System) (4 units @ 1.00 hrs each @ $190.00
/hr $760.00)
• Antenna Sweep (1 units @ 1,00 hrs each @
$190.00 /hr = $190.00)
• Repeaters (Quantar) (9 units @ 1.00 hrs each
@ $190.00 /hr = $1,710.00)
• Retune Combiners & Duplexer (Antenna
System) (10 units @ 1.00 his each @
$190.00 thr = $1,900.00)
• Antenna Sweep (1 units @ 1.00 his each @
$190.00 /hr = $190.00)
• Repeaters (5 units @ 1.00 his each @
$190.00 /hr = $950.00)
• Retune Combiners & Duplexer (Antenna
System) (5 units @ 1.00 his each @ $190.00
/hr = $950.00)
Page 31 of 47

• Antenna Sweep (1 units @ 1.00 hrs each @
$190.00 /hr = $190.00)
• Repeaters (Quantar) (4 units @ 1.00 hrs each
@ $190.00 /hr = $760.00)
• Retune Combiners & Duplexer (Antenna
System) (4 units @ 1.00 hrs each @ $190.00
/hr = $760.00)
• Antenna Sweep (1 units @ 1.00 his each @
$190.00 /hr = $190.00)
• Repeaters (5 units @ 1.00 hrs each @
$190.00 /hr = $950.00)
• Retune Combiners & DupIexer (5 units @
1.00 hrs each @ $190.00 /hr = $950.00)
• Antenna Sweep (1 units @ 1.00 hrs each @
$190.00 /hr = $190.00)
• Repeaters (5 units @ 1.00 hrs each @
$190.00 /hr = $950.00)
• Retune Combiners & Duplexer (5 units @
1.00 hrs each @ $190,00 fhr = $950.00)
• Antenna Sweep (1 units @ 1.00 hrs each @
$190.00 /hr = $190.00)
• Repeaters (4 units @ 1.00 hrs each @
$190.00 /hr = $760.00)
• Retune Combiners & Duplexer (4 units @
1.00 hrs each @ $190.00 /hr = $760.00)
• Antenna Sweep (1 units @ 1.00 hrs each @
$190.00 /hr = $190.00)
• Repeaters (3 units @ 1.00 hrs each @
$190.00 /hr = $570.00)
• Retune Combiners & Duplexer (3 units @
1.00 his each @ $190.00 /hr = $570.00)
• Antenna Sweep (1 units @ 1.00 his each @
$190.00 /hr = $190.00)
• Repeaters (1 units @ 1.00 his each @
$190.00 /hr = $190.00)
• Retune Combiners & Duplexer (1 units @
1.00 hrs each @ $190.00 /hr = $190.00)
• Travel (1 units @ 2.00 hrs each @ $190.00
/hr = $380.00)
• Motorola Bi-Directional Amp Replacement
(4th Avenue & Towers Jail) (8hrs @ $190.00
/hr = $1,520.00)
• Motorola - Bi-Directional Amp Replacement
(South Court Towers) (8hrs @ $190.00 /hr =
$1,520.00)
• PM - Project Manager (144hrs @ $190.00 /hr
= $27,360.00)
• SE - System Engineer (24hrs @ $190.00 /hr
= $4,560.00)
• ST - System Technologist (236hrs @
$190.00 /hr = $44,840.00)
IV. Project Management, including on site (Vendor) $307,800.00
Page 32 of 47

supervision Motorola
Professional Services
• PM - Project Manager (5441irs @ $190.00 /hr
= $103,360.00)
Subscriber
• PM - Project Manager on Site Supervision &
Coordination (l 028hrs @ $190.00 /hr =
$195,320.00)
Testing
• PM - Project Manager (48hrs @ $190.00 /hr
= $9,120.00)
V. Engineering Services (Vendor) $153,520.00
Professional Services Motorola
• SE - System Engineer (275hrs @ $190.00 /hr
= $52,250.00)
• ST - System Technologist (275hrs @
$190.00 /hr = $52,250.00)
Subscriber
• SE - SE Templates, Procedures for
Subscribers Support (16hrs @ $190.00 /hr =
$3,040.00)
• ST - ST Templates & procedures supervision
and approvals (212hrs @ $190.00 /hr =
$40,280.00)
Testing
• SE - System Engineer (30hrs @ $190.00 /hr
-= $5,700.00)
VI. Testing (Vendor) $143,420.00
Testing Motorola
• Motorola - Pre Rebanding Benchmark
Testing (86hrs 0 $190.00 /hr = $16,340.00)
• Motorola - Post Rebanding Testing (86hrs @
$190.00 /hr = $16,340.00) '
• Motorola - Functional Acceptance Testing
(48hrs @ $190.00 /hr = $9,120.00)
• Shop - Method III Testing (1 @ $60,000.00
/unit = $60,000.00)
• Motorola - Voyager Testing Equipment (1 @
$6,660.00 /unit = $6,660.00)
• ST - System Technologist (184hrs @
$190.00 /hr = $34,960.00)
VIL Travel (except third party legal, which should (Vendor) $68,740.00
be included in Contract, Legal and Regulatory Motorola
Filings)
Infrastructure
• Travel (1 units @ 6.00 hrs each @ $190.00
Page 33 of 47

/hr = $1,140.00)
• Travel (1 units @ 2.00 hrs each @ $190.00
/hr = $380.00)
• Travel (I units @ 4.00 hrs each @ $190.00
/hr = $760.00)
• Travel (1 units @ 4.00 hrs each @ $190.00
/hr = $760.00)
• Travel (1 units @ 4.00 hrs each @ $190.00
/hr = $760.00)
• Travel (1 units @ 2.00 hrs each @ $190.00
/hr = $380.00)
• Travel (1 units @ 2.00 his each @ $190.00
/hr = $380.00)
• Travel (1 units @ 2.00 hrs each @ $190.00
/hr = $380.00)
• Travel (1 units @ 8.00 hrs each @ $190.00
= $1,520.00)
• Travel (1 units @ 2.00 hrs each @ $190.00
/hr = $380.00)
• Travel (1 units @ 2.00 his each @ $190.00
/hr = $380.00)
• Travel (1 units @ 2.00 hrs each @ $190.00
/hr = $380.00)
• Travel (1 units @ 2.00 hrs each @ $190.00
/hr = $380.00)
• Travel (I units @ 2.00 his each @ $190.00
/hr = $380.00)
• Travel (1 units @ 2.00 hrs each @ $190.00
/hr = $380.00)
Professional Services
• TE - Travel Expenses (1 @ $60,000.00 /unit
= $60,000.00)
VIII. Contract, Legal and Regulatory Filings (Vendor)
(includes all third party tasks, including project SRGPE
management, travel)
Legal
• Legal Services Category - Contract
Negotiations, Review of Contract,
Coordination with County Attorney, Closing
Documents, Extension Requests (221hrs @
$475.00 /hr = $104,975.00)
• Project Management Category - Monthly TA
Reports, Coordination with other Regional
Licensees, Calls & E-mails with Transition
Administrator & FCC, Coordination with
Motorola, Attend IPS, Attend Regional
Coordination Meetings, Update Regional
Monthly Reports, Coordination of
Monitoring Effort, Submission of Vendor'
Invoices (100hrs @ $475.00 /hr
$47,500.00)
Page 34 of 47

(
• Fixed Closing Fee (1 @ $2,500.00 /unit =
$2,500.00)
• Prepare & File FCC Applications,
Coordination of RSL Letters & Cutover
Dates (9 x 2) (39hrs @ $180.00 /hr =
$7,020.00)
• Travel Costs (1 @ $5,000.00 /unit =-
$5,000.00)
IX. Infrastructure Reconfiguration - Equipment / (Vendor) $15,388.00
Software Motorola
Sch C Equipment
-
• Special EMR Filters - Model No:6631-
0/B9HSB-SN-5 (4 @ $3,847.00 /Each .—.
$15,388.00)
X. Upgrade Costs ' (Incumbent) $456,487.39
Other Maricopa
• Funds to be applied to Upgrade (1 @
$456,487.39 /unit = $456,487.39)
Other (Vendor) $234,180.00
• Upgrade funds used for frequency SRGPE
monitoring and new site acquisitions (1 @
234,180.00 /unit = 234,180.00)
Marieopa Incumbent $456,487.39
Motorola Vendor $2,768,494.00
SRGPE Vendor $401,175.00
Total Estimated Costs $3,626,156.39
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 in a manner that is
reasonable, prudent and timely. Incumbent further certifies, to the best of Incumbent's
Page 35 of 47

knowledge, 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:
Date:
Page 36 of 47

SCHEDULE D
MARICOPA, COUNTY OF, AZ PH II
1) Loaned Reconfiguration Equipment (provided by Sprint)
Quantity Manufacturer Description Model Number New/Used
4 DIRECTIONAL COUPLER "DIN" CMC441382DIN
3 DIRECTIONAL COUPLER "N" CMC441381N
2) Replaced Equipment (to be delivered to Sprint prior to Closing)
Quantity Manufacturer Description Model Number
4 EMR EMR Filter kits (Includes 4 discreet filters 6631-0/B9HSB-SN-5
per kit) (does not cover 851-854 MHz)
3) Motorola Schedule D Equipment (to be provided by Motorola) - Motorola radios and
flash-kits and accessories only
a) Reserved
b) Motorola Subscriber Services will not be provided for the following Motorola
Schedule D Equipment
Quantity Description Software Radio Encryption Model Number
279 FlashKit(Flashes) FlashKit
Page 37 of 47

SCHEDULE E
Product Typical Values
(1) Motorola Equipment
Flebanding Product
Typical Value
(% are discount off list
price)
Mobile, High Spec (XTL2500 RB) 2,050
Accessories & Options
SmartZone Operation 162
Digital Operation 234
Siren 637
Consollette Power Kit 500
ConsoIlette Tone Remote 475
DTMF Microphone 180
DEK 475
Extra Loud Speaker 106
Dual Control Head 575
Dual Control Head Mic BO
Dual Control Head Cable 95
Dual Control Head Speaker 60
Multi-Radio SW Kit 750
Multi-Radio HW Kit 1,750
Emergency foot pedal 55
AUXILIARY SWITCH PANEL 165
Mobile UCM 750
Key Lock Mounting 40
Rebanding Product
Typical Value
(% are discount off list
Item price)
Mobile, Low Spec (XTL1500 RB) 1,516
Accessories & Options
SmartZone Operation 58
Digital Operation 72
Extra Loud Speaker 106
Emergency foot pedal 55
AUXILIARY SWITCH PANEL 165
Key Lock Mounting 40
Page 38 of 47

Ftebanding Product
Typical Value
(% are discount off list
:(tern price)
Mobile (X11_5000) 18%
Accessories & Options
XTL5000 Options
Motorcycle Mounting
Motorcycle Housing
•Rebanding Product .
Item Typical Value
Portable, High Spec (X152500 III RE) 2,375.00
Accessories & Options
SmartZone Operation 200
Digital Operation 400
Upgrade Both Kit Batteries to HICAP 140
Spare Battery HICAP 145
Portable Cables 251
Carry Case 60
Charger 165
PSM 150
RF Switch 140
RSM 97
Headset 439
Programming Software 265
Vehicular Charger 95
Portable UCM 750
Multi-unit Charger 788
• Rebanding Product
Item Typical Value
Portable, Low Spec (XTS1500 RR) 1,120
Accessories & Options
SmartZone Operation 150
Digital Operation 130
Upgrade Both Kit Batteries to HICAP 140
Spare Battery HICAP 145
Portable Cables 251
Carry Case 60
Charger 165
RSM 97
Headset 439
Programming Software 265
Vehicular Charger 95
Multi-unit Charger 788
Page 39 of 47

Rebanding Product
Typical Value -
(% are discount off list
Item price)
Portable, XTS5000 18%
Portable, XTS2500 18%
Mobile, XTL2500 18%
Pelipnding PrOclOot:
Typical youai
Mara discount Off list
price)
Accessories & Options
All accessories not listed above 5%
(2) Sprint Replacement Equipment
The Product Typical Values for Sprint Replacement Equipment shall be:
a. for Sprint Replacement Equipment set forth on Schedule C, the cost shown on
Schedule C for the item of Sprint Replacement Equipment; or
b. for Sprint Replacement Equipment comprising EFJohnson 5100 & 5300 series radios and
associated accessories, the most recent list price as of the date a reconciliation statement
is sent to Incumbent by Sprint, less 25%
In lieu of paying the Product Typical Value for Sprint Replacement Equipment as stated above,
Incumbent may choose to purchase Comparable Equipment, defined below, from any source and send the
equipment, along with adequate documentation, to Sprint prior to the Reconciliation Date. Comparable
Equipment, shall mean equipment of the same condition (e.g. new for new or used for used) and from the
same manufacturer, that is the identical model and includes the same options and accessories as the Sprint
Replacement Equipment.
Page 40 of 47

Exhibit A
Incumbent Information
The following questions are required for processing Electronic Funds Transfers and if Incumbent
wants Sprint 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:
Email:
Check Appropriate Box: Individual/Sole Proprietor Corporation Partnership
Other
II. BANK ACCOUNT INFORMATION (Required for payment processing.)
Please select preferred payment method: Wire Transfer ACH Check
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 Wire Transfer or ACH, Incumbent acknowledges that all
payments will be made by check.
Acknowledged by Incumbent:
(signature required only if Incumbent does not want an electronic funds transfer)
Page 41 of 47

III. TAX INFORMATION
The Internal Revenue Service and state tax authorities require Sprint 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
Sprint 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 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. FINANCIAL RECONCILIATION CONTACT INFORMATION (indicate one)
A. Check here if sane as indicated in Item I above
B. Fill in below if different from Item I above as follows:
Financial Contact Name:
Title:
Address:
City/State/Zip:
Phone: Fax:
Email:
V. REGULATORY INFORMATION
Would you like Sprint's Regulatory department to prepare and file all necessary FCC paperwork
on your behalf? Yes / No
If yes, please provide the following Universal If no, 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. Titles, Esquire
Page 42 of 47

ULS PASSWORD: Organization: Shulman Rogers Gandal Pordy &
Ecker, P.A.
Contact Representative for any FCC related Address: 12505 Park Potomac Avenue, 6th Floor
issues:
City: Potomac
Name:
State/Zip: Maryland 20854
Phone Number:
Phone Number: 301-231-0930
Email Address: atilles@shulmanrogers.com
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:
Page 43 of 47

Exhibit B(1)
Reconciliation Documentation
Certification of Labor
Incumbent hereby certifies that the internal labor information provided for the Frequency Reconfiguration
Agreement, dated , with Sprint (the "FRA") is true and complete to the best of
Incumbent 's knowledge. Incumbent further certifies that the number of planning or
reconfiguration tasks that the Incumbent performed using internal labor for each labor category on the
TA-approved Cost Estimate and/or the number of internal labor hours incurred in performing planning or
reconfiguration tasks for each labor category on the TA-approved Cost Estimate (included in the FRA)
were for 800MHz Planning or Reconfiguration and have been documented in accordance with the TA's
policy on Incumbent Labor at http://www.800ta.org/content/PDF/policy/IncumbentLaborPolicy.pdf as of
the Effective Date of the FRA. Incumbent acknowledges that the reconciliation documentation and
related supporting records for the FRA are subject to the Review Rights (as that term is defined in the
FRA with Sprint) of the TA.
Incumbent Name:
Signature:
Name:
Title:
Date:
Page 44 of 47

Exhibit B(2)
Reconciliation Documentation
Time Sheet Documentation
THIS IS AN EXAMPLE DOCUMENT
THE ACTUAL DOCUMENT IS AVAILABLE FROM THE SPRINT FINANCE DEPARTMENT
Deal ID:
Deal Name:
Name * Date ** Schedule C Description of Work Actual *** Rate Total Cost
Category of Work Performed (ties back Hours (hourly)
to Schedule C) Worked
TOTAL $
COST
CERTIFICATION:
Incumbent hereby certifies that the internal labor information provided for the Frequency Reconfiguration
Agreement, dated , with Sprint (the "FRA") is true and complete to the best of Incumbent's
knowledge. Incumbent further certifies that the number of internal labor hours incurred in performing
planning or reconfiguration tasks for each labor category on the TA-approved Cost Estimate (included in
the PRA) were for 800MHz Planning or Reconfiguration and have been documented in accordance with
the TA's policy on Incumbent Labor at
http://www.800ta.org/content/PDF/policy/lncumbentLaborPolic'v.p4f as of the Effective Date of the FRA.
Incumbent acknowledges that the reconciliation documentation and related supporting records for the
FRA are subject to the Review Rights (as that term is defined in the FRA with Sprint) of the TA.
Incumbent Name:
Signature:
Title:
Date:
*Separate entries for each date when labor expense was incurred must be provided on a per employee
basis. Date ranges will not be accepted.
**A total should be provided for each Schedule C category. Subtotals can be provided within the page or
a separate page can be used for each category/grouping.
***Hourly rates may not exceed the Schedule C negotiated rate for similar reconfiguration/planning
activities unless accompanied by an approved change notice that explains why a higher rate was
necessary to complete reconfiguration/planning.
Page 45 of 47

Exhibit B(3)
Reconciliation Documentation
Per Unit Summary Documentation
THIS IS AN EXAMPLE DOCUMENT
THE ACTUAL DOCUMENT IS AVAILABLE FROM THE SPRINT FINANCE DEPARTMENT
Deal ID:
Deal Name:
* Schedule C Description of Work ** Quantified Units *** Rate (Per Total Cost
Category of Performed (ties back to Unit)
Work Schedule C)
$
CERTIFICATION:
Incumbent hereby certifies that the internal labor information provided for the Frequency Reconfiguration
Agreement, dated , with Sprint (the "FRA") is true and complete to the best of Incumbent's
knowledge. Incumbent further certifies that the number of planning or reconfiguration tasks that the
Incumbent performed using internal labor for each labor category on the TA-approved Cost Estimate
(included in the FRA) were for 800MHz Planning or Reconfiguration and have been documented in
accordance with the TA's policy on Incumbent Labor at
littp://www.800ta.org/content/PDF/policy/InclunhenitaborPolicy.pdf as of the Effective Date of the FRA.
Incumbent acknowledges that the reconciliation documentation and related supporting records for the
FRA are subject to the Review Rights (as that term is defined in the FRA with Sprint) of the TA.
Incumbent Name:
Signature:
Title:
Date:
*A total should be provided for each Schedule C category. Subtotals can be provided within the page or a
separate page can be used for each category/grouping.
**A detailed list identifying the individual units (by serial number or other unique identifying factor)
must be provided in addition to this summary document.
***Per unit rates may not exceed the Schedule C negotiated rate for similar reconfiguration/planning
activities unless accompanied by an approved change notice that explains why a higher rate was
necessary to complete reconfiguration/planning.
Exhibit C
Page 46 of 47

Exhibit to Illustrate Compliance with Transition Administrator System Upgrade Policy
1. Licensees must submit an implementation schedule for reconfiguration that is absent of any
System Upgrade or replacements not required for reconfiguration, and demonstrate to the TA's
satisfaction that the proposed System Upgrade reconfiguration will not lengthen this schedule.
The implementation schedule will be the same as set forth in Schedule C. The Partial System Upgrade is
being used to purchase upgrade equipment and will not impact the existing reconfiguration schedule.
2. Submit a Cost Estimate for the full reconfiguration of the existing system absent of any
System Upgrade or replacements not required for reconfiguration, and certify that the costs in this
Cost Estimate are the "minimum necessary" to provide facilities comparable to those presently in
use.
Please see attached PRW.
3. Disclose to the TA a description of the planned System Upgrade along with an estimate of the
work and costs for the System Upgrade.
This is a Partial System Upgrade. The Incumbent's internal costs will be cashed out to allow the
Incumbent to purchase upgrade equipment. The total cost of the Partial System Upgrade is $129,172,706.
Page 47 of 47