Practicing Safe Rebanding

1. Practicing Safe Rebanding Alan S. Tilles, Esquire Shulman, Rogers, Gandal, Pordy & Ecker, P.A. 11921 Rockville Pike, Third Floor Rockville, Maryland 20852 301-231-0930 www.shulmanrogers.com www.800mhzrebanding.com Incorporating Portions Of Glen Nash’s Presentation June 15, 2005

2. Who Are We? • Full Service Law Firm In Rockville, Maryland • FCC Representation • Counsel To Frequency Coordinators, Public Safety And Private Radio Licensees And SMR Operators Since 1984 • Also Counsel To The City Of Denver, PCIA, ARINC, Large & Small SMRs, Public Safety Agencies And Private Internal Users (Intel, Ford, United Airlines, Northwest Airlines) In The 800 MHz Proceeding • Negotiated The Document Which Became The “Consensus Plan” • Counsel To NENA • License Swap Negotiations • Negotiated Over 100 Re-Tune And Acquisition Agreements (Valued At Over $500 Million) With Nextel On Behalf Of Incumbent Licensees • Advanced Frequency Search Capability • Can We Find A Channel For You? • Experienced Licensing Preparation Personnel • Auction Assistance • Wi-Fi/WLAN And Tower Negotiations

3. What Happens To Me? • ALL Non-Border Licensees At 851.0125 – 853.9875 MHz • Move To 854.0125 - 861.9875 MHz • NPSPAC Licensees (866-869 MHz) • Move To 851.0125 – 853.9875 MHz • Drop Current Frequency 15 MHz • All Non-Border Licensees At 854.0125 – 860.9875 MHz • You Stay Where You Are • Unless You Are A Public Safety Licensee At 860.0125 (857.5125 In SouthenLinc Markets) – 860.9875 MHz And You WANT To Move Lower

4. The Process • TA Notifies A Licensee That Its System Needs To Be Relocated • TA Specifies A Replacement Channel For Each Non-NPSPAC Channel That Needs To Be Changed • All Incumbents Are Entitled To Comparable Facilities, But Are Not Entitled To Their Choice Of Channels • If Frequency Is Not Useable For Any Reason, Licensee Negotiates With Nextel For A Replacement, Which TA Must Then Approve • Nextel & Licensee Negotiate Reband Agreement Directly With Each Other, With TA Participating If Mediation Necessary • TA – "The Use Of The TA As A Conduit Should Not Be Considered A Substitute For Legal Or Other Expert Subject Matter Representation In Negotiations"

5. The Process (Cont.) • FCC Applications Prepared By Whomever You Choose • No Frequency Coordination Required For Applications • FCC Will Not Require Approval Of, Or Consider Objections From, NPSPAC Regional Planning Committees With Regard To NPSPAC Relocations • FCC Grants Application(s) (Hopefully Expeditiously) • Re-Banding Work Performed • Whenever A Payment Event Is Reached (Beginning, Middle And/Or End), Licensee Requests Payment From TA, Who Certifies And Forwards To Nextel For Payment • When Work Completed, TA Audits Expenses • True-Up Of Expenditures, Only Actual Costs Are Paid

6. Recoverable Costs From TA Handbook • Inventory • Evaluating Proposed Non-NPSPAC Frequencies • Defining Operating Environment (Interop. Agreements, etc.) • Equipment Costs • Retuning, Reprogramming And Replacement (Where Necessary) • Preparation And Filing Of FCC Applications • Installation, Testing And Engineering • Legal Fees • Preparing Cost Estimate And SOW (If Necessary) • Activities Of Licensee In-House Personnel Performing Reconfiguration Work • Licensee (And Vendor) Expenses Related To TA Mediation

7. Recoverable Costs – Acceptance Testing • Scope, Level Of Effort And Cost Of Acceptance Testing Must Be Included In Cost Estimate • TA – Acceptance Testing "Should Be Performed Immediately Before Retuning And Again During Acceptance Testing In Order To Provide A Meaningful Comparison" • TA – Simple “Mic Test” May Not Provide Objective Basis For Comparing Before And After Coverage • TA - "A Formal Test Using A Well-Documented Route And An Automated Signal Measurement And Data Collection Procedure May Be The Only Objective Way To Compare Coverage“ • SRPGE Working With Industry Engineers To Develop Standardized Baseline Testing Methodology

8. Non-Recoverable Costs From The TA Handbook • Inventorying Systems And Equipment That Are Not Directly Affected By 800 MHz Reconfiguration • Consulting Or Legal Fees Not Related To 800 MHz Reconfiguration • Vendor Charges Associated With Responding To Proposals Or Providing Bids And Quotes • Overtime Incurred By Licensee Personnel If The Licensee Does Not Pay Its Employees Overtime • Costs Which Were Not Incurred Or Are Not Sufficiently Supported By Required Documentation • TA – "Costs Incurred In Utilizing Non-Qualified Personnel, Or Costs Associated With Correcting Substandard Work Performed By Non-Qualified Personnel" • TA – "Licensee's Responsibility To Ascertain That The Personnel And Vendors They Utilize For Reconfiguration Are Qualified And Competent" • TA – "The TA Or Nextel Will Not Attempt To Qualify, Certify, Or Otherwise Determine What Qualifies A Qualified Resource"

9. Documentation Of Costs • Internal Personnel • Hours And Costs Should Be Supported By Timesheets, Payroll Records Or Similar Documents • TA – "To Determine The Hourly Rate Of A Salaried Employee, Divide The Employee's Salary By 2,080 Hours” • Do The Math, This Is Not Your Cost To You Of Your Employee! • External Vendors • Only Reimbursed For Actual Costs Incurred • Support By Invoices And Licensee Acknowledgement Of Receipt Of Goods And Services • When Using Outside Vendors, Licensee Should Consider: • Obtaining Multiple Quotes • Validating That Proposed Prices Are Consistent With Prices That The Licensee Has Paid To The Vendor For Comparable Past Work

10. Cost Overruns From TA Handbook • TA – "If, During Your Reconfiguration, You Determine That The Cost Estimate That You Submitted Is Inaccurate You Should Re-Estimate Your Costs And Submit A Revised Cost Estimate To Nextel" • TA – "Licensees Must Amend Their Contract With Nextel Before Incurring New Or Additional Expenses Beyond The Cost Estimate“ • What Happens If The TA Delays In Approving The Changes?

11. Pre-Negotiation Period • Conduct A Complete Inventory • Evaluate Acceptable Outage Period • Evaluate Timing Issues • Evaluate Workload • Technical Staff • Administrative Personnel • Management

12. Conducting Inventories • Inventory Repeater Make And Model, Combiners, Antennae, Duplexers, Consoles, Management Systems And Centralized Facilities That Are Frequency Specific • TA – "In General, The Inventory Should Be Accurate To Within 5% Of Units" • Don't Forget Mobile Data, Fixed Data, BDAs, SCADA, Traffic Light Control, Mobile Data Systems, Fire Alarm Enunciator Devices • TA – "Collecting Serial Number-Level Detail Will Not Be An Allowable Expense Unless A Valid Reason Exists To Collect This Information" • Example – "Additional Device Information Such As Serial Number Or Software Revision Level May Be Required To Determine The Appropriate Retuning Method“ • But, What About The Need To Track Which Units Have Been Retuned, And Which Ones Haven’t?

13. The Inventory • Where Is It? • Building Locations • Vehicle Numbers And/Or License Numbers • Names Of People • Who Might Have Radios? • Operational Personnel • Allied Agencies • Elected And Appointed Officials • Media • Emergency Caches And Spares • Maintenance Equipment

14. Upgrades During Reconfiguration • TA Discourages, But Plans Will Be Reviewed On An Individual Basis, Subject To The Following Considerations: • Upgrades Do Not Lengthen Schedule • Licensee Responsible For Additional Costs • Additional Costs Must Already Be Approved • Licensees Must Demonstrate That Vendors Have Committed To Schedule • TA – "Licensees That Upgrade Either Frequency-Dependent Infrastructure Or End-User Devices Must Certify That The Upgraded Facilities Will Be Comparable"

15. Workload • Technical Staff • Do You Want “In-House” Staff To Do The Work Or Do You Want Outside Contractors To Do It? • If “In-House”, Then Need To Estimate How Much Effort Is Involved • If Contractors, Then Need To Estimate Your Own Support Of Them • Site Access • Quality Review

16. Workload • Administrative Personnel • Property Managers • Clerical Staff To Maintain Re-Banding Records • Effort Required To Update Site Records • Effort Required To Update FCC Licenses • Legal Staff And Procurement Personnel To Conduct Negotiations And Review Contracts • Management

17. Negotiating The Contract • Establish Cost For Doing All Of The Work • Include Your Agency Preparation Efforts • Include Your Agency Participation During Conversion • Include “Close-Out” • Establish Who Is Going To Do What • Establish When Work Is To Be Accomplished • Establish Where Work Is To Be Performed

18. During the Conversion • Keep Records Of Work Completed • Compare What Was Converted Against Your “Inventory” • Ensure ALL Of The Radios Were Converted • Determine If More Radios Were Converted • Must Amend The Contract For Additional Reimbursement

19. Expect • You Will Miss Radios During The Inventory • You Will Miss Radios During The Conversion • Those Radios WILL Appear—Perhaps Weeks Later • The Transition Administrator Will Want To Audit Your Expenses • If You Kept Records, This Should Be Easy

20. Check Your Licenses! • Errors On Contact Information, Transmitter Site Coordinates, Etc. Are The Norm On Private Radio Licenses • Are Your Coordinates In The Ocean? • NOW Is The Time To Fix These Issues, NOT When You Begin Negotiations • You’re Only Entitled To Get What You’ve Got, Make Sure Your Licenses Reflect What You’ve Got • TA Says License Clean-Up Is Not A Recoverable Expense

21. Don’t Believe Rumors! • At This Time, There Is No Definitive List Of Equipment, From ANY Vendor, That Nextel And The TA Agree Must Be Replaced • Other Rumors: • Educational Efforts Are Not Recoverable • Licensees MUST Accept Used Radios From Nextel As Permanent Replacements • These Are Items For Negotiation, And Every Deal Will Be Different

22. Don’t Go It Alone • Keep Counsel Participating In Every Telephone Call And Meeting, And Have Them Pre-Review Every Document (Particularly SOWs), Even If You Think That’s It’s A Minor Issue • Prevents Information Being Transmitted That Is Wrong, Improperly Phrased, Etc. That Can Lead To Non-Complete Recovery Of Costs • Know Whom Represents Whom • Nextel Has Retained Outside People To Help Them Negotiate, But They Represent Nextel, NOT You! • Boiler Plate Contracts Rob You Of What Your Entitled To • Every Deal Is Different, Because Each System Is Unique, What One Licensee Is Entitled To Is Different Than What You’re Entitled To • Don’t Be Stuck With Someone Else’s Sloppy Negotiation

23. Can You Avoid The RFP For Vendors • Strive For The Sole Source Contract • Extension Of Existing Contract With Radio Vendor? • Since There Are No Costs To You, Do You Need To Do An RFP? • Do You Have Time To Do An RFP? • How Do You Choose? • Best Price Or Best Value? • Fixing Shoddy Work By Non-Qualified Vendors Is Not A Recoverable Cost

24. Joint Negotiations • Closely Tied Agencies May Wish To Consider Joint Negotiations • Joint Negotiations Minimize The Need For Multiple Layers Of Interagency Coordination • Eliminates “He Said, She Said” • Enables Smoothest Transition Possible

25. Joint Negotiation Format • Agencies Need Not Give Up Their Autonomy • No Need For Formal Relationship Amongst Agencies • Allow The Professionals You Retain To Be The Conduit For Coordination • Retention Of The Same Negotiation Team By Each Agency Reduces Costs, Creates Format For Easier Negotiations • Where Multiple Vendor Formats Exist, There May Be A Need For More Than One Radio Consultant

26. Timing • Nextel Is Aggressively Negotiating With GC Licensees And Wants NPSPAC Licensees To Be Ready To Negotiate Next • Does Your Agency Need To Go Through A Bid Process To Retain Outside Consultants? • Lack Of Payments By Agencies To Vendors May Negate The Need To Bid • Do You Have A Complicated Or Time Consuming Process To Retain Vendors? • YOU NEED TO ACT NOW!

27. List Of Relevant URLs • FCC Web Site • http://wireless.fcc.gov/publicsafety/800MHz/bandreconfiguration/index2.html • Shulman Rogers 800 MHz Web Site • http://www.800mhzrebanding.com • We’ve Filled This Free Site With Every Document, Filing, Form, FAQ And Piece Of Information Possible • Transition Administration Web Site • http://www.800ta.org/index.htm • APCO Web Site • http://www.apcointl.org/frequency/800hp.htm

28. THANK YOU! Alan S. Tilles, Esquire Shulman, Rogers, Gandal, Pordy & Ecker, P.A. 11921 Rockville Pike, Third Floor Rockville, Maryland 20852 atilles@srgpe.com www.shulmanrogers.com Much More Information Is Available At www.800MHzRebanding.com Please See Me For Thursday Individual Meetings