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FREQUENCY RECONFIGURATION AGREEMENT
(WAVE 3, Stage 2)
THIS FREQUENCY RECONFIGURATION AGREEMENT for Wave 3, Stage 2 (this
"Agreement") is made as of this day of , 2008 ("Effective Date"), by and between the City
of Miami, Florida, a Florida municipal corporation, whose address is 444 S.W. 2"d Avenue, 10th Floor,
Miami, Florida 33130 ("Incumbent" or "City"), and Nextel South Corp. ("Nextel"), a wholly owned
indirect subsidiary of Nextel Communications, Inc., a Delaware corporation, whose address is 2001
Edmund Halley Drive, Reston, VA 20191 (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 Order and Order on Reconsideration.
The August 6, 2004 and December 22, 2004 FCC orders, any binding actions issued by the
Transition Administrator pursuant to its delegated authority under the orders ("Actions"), and
any supplemental FCC orders in the Reconfiguration proceeding or subsequent Actions after
the date of this Agreement, are collectively referred to as the "Order."
C. Pursuant to the Order, the Incumbent and Nextel are licensed on frequency allocations subject to
Reconfiguration for Wave 3, Stage 1 ("Phase I") impacting several City departments, and
although the City does not have an additional separate frequency for interoperability, the City will
also require reconfiguration for the Wave 3, Stage 2 ("Phase II") process due to public safety
system interoperability requirements and considerations with the State of Florida, Miami -Dade
County, and other regional and local governments.
D. Also pursuant to the Order, Nextel and the City previously entered into a Frequency
Reconfiguration Agreement for Phase I, in substantially the attached form (the "Phase I
Agreement") for Wave 3, Stage 1 on August 23, 2006, and in accordance with the Order and the
Phase I Agreement, Nextel has paid the initial costs of Phase I configuration and is paying the
City an amended amount to effect Phase I Reconfiguration of the City's affected frequency
allocations ( "Phase I Reconfiguration Cost") and the City has previously certified to the
Transition Administrator that the Phase I Reconfiguration Cost as amended was the minimum
amount necessary to provide comparable facilities for Wave 3, Stage 1.
E. The City's Phase I Reconfiguration processes occurred' from October of 2006 to February of
2007.
F.. Wave 3, Stage 2 Phase II; Reconfiguration processes are anticipated to begin during August of
2008, and Nextel has agreed that Wave 3, Stage 2 Phase II Reconfiguration costs of the City for
interoperability reconfiguration with other public safety communications systems will be addressed
during the Wave 3, Stage 2 period under this separate Agreement.
City of Miami, FL
Draft — April 18, 2008
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G. Pursuant to the Order, Nextel will pay Incumbent an amount to effect a Reconfiguration of
Incumbent's affected frequency allocations ("Reconfiguration Cost"). Incumbent will certify to
the transition administrator appointed pursuant to the Order (the "Transition Administrator") that
the Reconfiguration Cost is the minimum amount necessary to provide comparable facilities.
H. Pursuant to Resolution No. , adopted , 2008, a copy of which is attached
hereto as Exhibit C and incorporated herein by this reference, the Miami City Commission has
authorized the City Manager to negotiate and to execute this Agreement on behalf of Incumbent.
Pursuant to its corporate certificate dated [[ , 20068], a copy of which is attached hereto
as Exhibit D and incorporated herein by this reference, the Board of Directors of Nextel has
authorized Nextel to negotiate and to execute this Agreement.
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"); however, those
frequencies have already been reconfigured and incumbent has previously relinquished those frequencies.
Nextel, including its subsidiaries or affiliates, is the licensee under license(s) granted by the FCC (the
"Nextel Licenses") for the operation of Specialized Mobile Radio ("SMR") systems on the frequencies
and at the locations identified in Schedule B (the "Replacement Frequencies"). Pursuant to the Order,
Incumbent has relinquish its Phase I the Incumbent Frequencies and relocated its system to the
Replacement Frequencies and now is in the processes with Nextel of frequency reconfiguration
interoperability purposes with other State of Florida and regional and local public safety entities as set
forth in Attachment (collectively, the "Interoperability Agencies").
2. Freuuencv Reconfiguration Process:
(a) On or before the Closing Date (as defined below) (i) Nextel or Incumbent will cause the
modification of the -Incumbent Licenses to add the -Replacement Frequencies of the Interoperability
Agencies or Nextel will cause the creation of a new FCC license for Incumbent to become interoperable
with the Interoperability Agencies that includes the Replacement Frequencies for intemperability; (ii)
Incumbent will assign the Incumbent Frequencies to Nextel or at Nextel's election will cause the deletion
of the Incumbent Frequencies from the Incumbent Licenses following Reconfiguration of Incumbent's
system; and (iii) Nextel will cause the modification and/or cancellation of the FCC licenses it holds for
the operation of 800 MHz frequencies that are co -channels of the Replacement Frequencies for
interoperability, to the extent required to meet the technical short -spacing requirements of Section
90.621(b) of the FCC's Rules, 47 C.F.R. § 90.621(b) ("Section 90.621(b)"), as such rule may be amended
from time to time by the FCC.
(b) The Parties agree that Nextel will make the FCC assignment filings for the Replacement
Frequencies on a future date to be determined by the Parties through mutual agreement in accordance
with Section 5 for interoperability with the Interoperability Agencies. The Incumbent reserves the right to
make its own FCC filings. for the Replacement Frequencies for interoperability, if such becomes
necessary, on such mutually agreed date, rather than relying on Nextel to do so, by so notifying Nextel in
accordance with the Notice provision of this Agreement.
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33FT
3. Reconfiguration Costs:
(a) Acknowledgement of Obligations. Subject to Section 8 below, Incumbent agrees that:
(i) the cost estimate set forth in Schedule C {the "Cost Estimate") and the equipment set
forth on Schedule D, sets forth all of the work required to reconfigure Incumbent's existing facilities to
comparable facilities that will operate on the Replacement Frequencies; and
(ii) after all of the work contemplated by the Cost Estimate has been performed and all
Schedule D equipment provided in accordance with this Agreement, and Nextel has paid all amounts
required by this Agreement, the Incumbent's reconfigured system shall be deemed for all purposes of the
Order to be "comparable" to Incumbent's existing system prior to Reconfiguration, and Nextel shall be
deemed to have satisfied its obligations under the Order to pay the cost of relocating Incumbent's system
from the Incumbent Frequencies to the Replacement Frequencies.
(b) Payment Terms. In order to facilitate the Incumbent's transition to the Replacement
Frequencies, Nextel will pay the costs incurred to reconfigure Incumbent's system in an amount not to
exceed the Cost Estimate. Nextel will make payments in accordance with the payment terms identified
on Schedule C for both payments made directly to Incumbent and payments made on behalf of Incumbent
directly to each third party vendor identified on the Cost Estimate ("Vendor"). In addition to any items
on Schedule C, Motorola, Inc. ("Motorola") will be providing Incumbent the exchange 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. Nextel and Motorola have entered into an agreement enabling Nextel to pay for
the Motorola Schedule D Equipment. Nextel 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
Nextel to make payments to Motorola for the Motorola Schedule D Equipment, Incumbent will fax to
Nextel 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. 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 and prior to the
Reconciliation Date (as defined below), Incumbent will submit to Nextel all documentation
demonstrating the actual costs that Incumbent reasonably incurred or paid to other entities to reconfigure
Incumbent's system ("Actual Costs"). The documentation of Actual Costs ("Documentation") required
by Nextel from Incumbent may include but is not limited to the following: (A) invoices for Actual Costs
that are associated with a category of work as identified on Schedule C; (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 and 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; (E) the applicable
Exhibit B internal labor certifications. Upon receipt by Nextel of the Documentation for all Actual Costs
and subject to Section 20(b), Nextel and Incumbent will reconcile the Actual Costs against the payments
made by Nextel to Incumbent, Vendor(s) and Motorola (for Motorola Services and/or other Motorola
costs identified on Schedule C) and the Parties will agree upon the amount of any additional payments
(subject to Section 8) due to Incumbent or any refunds due to Nextel. The effective date of agreement on
reconciliation of Actual Costs, Motorola Replaced Equipment (as defined in Section 2) and Nextel
Replaced Equipment (as defined in Section 2_) and receipt by Nextel of the Reconciliation Statement
signed by Incumbent is the "Reconciliation Date".
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(ii) Any additional payments due to Incumbent from Nextel will be disbursed to
Incumbent within thirty (30) days of the Reconciliation Date, provided the additional payments do not
result from Actual Costs that exceed the Cost Estimate (in which case the provisions of Section 3(b)(iii)
of this Agreement will apply). Any refunds due from the Incumbent to Nextel will be made within thirty
(30) days of the Reconciliation Date.
(iii) In the event Incumbent's Actual Costs exceed the Cost Estimate, Incumbent must
submit a Change Notice pursuant to Section 8 of this Agreement describing the change in scope of work
that resulted in Incumbent's Actual Costs exceeding the Cost Estimate. Approval of any Change Notice
will not be automatic but will be processed in accordance with Section 8 of this Agreement. Additional
payments due to Incumbent, 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, Vendor or Motorola (for Motorola Services
and/ or other Motorola costs identified on Schedule C) within thirty (30) days of execution by the Parties
of the Amendment documenting the approved changes from such Change Notice.
(iv) Prior to the Closing Date (as defined below), Nextel will pay on behalf of itself and
Incumbent, both Parties' applicable sales and transfer taxes, if any, and all FCC fees in connection with
the preparation and filing of the necessary FCC applications for the assignment(s) described in Section 2
of this Agreement
4. Reconfiguration Equipment: If needed in order to facilitate the Incumbent's transition to
the Replacement Frequencies, Nextel will loan any equipment identified in Schedule D as "Loaned
Reconfiguration Equipment" and will provide any equipment identified in Schedule D as "Nextel
Replacement Equipment". The Loaned Reconfiguration Equipment and Nextel Replacement Equipment
may be referred to collectively as the "Nextel Schedule D Equipment". Nextel will deliver any Nextel
Schedule D Equipment in accordance with the terms on Schedule D. Incumbent will fax to Nextel a bill
of lading associated with each shipment of Nextel Schedule D Equipment signed by an authorized
representative of Incumbent acknowledging receipt of the Nextel Schedule D Equipment in good working
order. Any Loaned Reconfiguration Equipment will be returned to Nextel by Incumbent within 30 days
of completion of Incumbent's Reconfiguration and in no event later than the Reconciliation Date.
5. Retuning Cooperation: For purposes of this Section, the "Current Program Completion
Date" shall mean , 200_ or such other date as may be established by the FCC for the
—completion of the -Reconfiguration,_ given the interoperability reconfigurations required for the
Interoperability Agencies. 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
the submission of a Change Notice in accordance with Section 8 and/or an Amendment to this
Agreement, but in any event the Parties agree to adopt the Schedule no later than: (i) sixty (60) days from
the Effective Date of this Agreement; or (ii) pursuant to a Schedule agreed upon at a TA scheduled
"Implementation Planning Session" that includes the Incumbent's system, provided the Implementation
Planning Session has been scheduled by the TA prior to the expiration of 60 days from the Effective Date
of this Agreement; or (iii) such other date as the FCC may require. Notwithstanding the aforementioned,
in the event the completion date in the Schedule for the reconfiguration of Incumbent's system extends
beyond the Current Program Completion Date, the completion date in the Schedule will be subject to
FCC approval.
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City of Miami, FL
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6. Representations and Warranties: Each Party represents and warrants to the other as
follows:
(a) it is duly organized, validly existing and in good standing under the laws of the state of its
incorporation;
(b) this Agreement has been duly authorized and approved by all required organizational
action of the Party;
(c) neither the execution and delivery of this Agreement nor the consummation of the
transactions contemplated by this Agreement will conflict with, or result in any material violation or
default under, any term of its articles of incorporation, by-laws or other organizational documents or any
agreement, mortgage, indenture, license, permit, lease, encumbrance or other instrument, judgment,
decree, order, law or regulation by which it is bound;
(d) it is the lawful and exclusive FCC licensee of its Phase I 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 for Phase I;
(e) there is no pending or threatened action or claim that would have the possible effect of
enjoining or preventing the consummation of this Agreement or awarding a third party damages on
account of this Agreement; and
(f) to the best of its knowledge, all information provided to the other Party concerning the
transactions contemplated by this Agreement is true and -complete.
All representations and warranties made in this Agreement shall survive the Closing 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 of any pending or threatened action by the FCC or any other
governmental entity or third party to suspend, revoke, terminate or challenge any license described in this
Agreement or to investigate the construction, operation or loading of any system authorized under such
licenses. From the Effective Date until the Closing Date, Incumbent will not enter into any agreement
resulting in, or otherwise cause, the encumbrance of any license for the Incumbent Frequencies, and
Nextel will not enter into any agreement resulting in; or otherwise cause,--the--encumbrance-of any of the
required Replacement Frequencies for interoperability with the City.
8. Changes: The Parties acknowledge that as the Reconfiguration of Incumbent's facilities
proceeds in accordance with the work contemplated by the Cost Estimate, the need for changes to the
scope of such work may arise. The Parties agree that their review of any such needed changes must be
performed expeditiously to keep the work on schedule and that they will provide sufficient staff to
manage changes. If either Party believes that a change to the work contemplated by the Cost Estimate is
required (including changes by Vendors 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 25 and submit to the Transition Administrator a copy of the proposed amendment
together with a written request for its approval. Such request shall be accompanied by reasonable
documentation supporting the need for and scope of the change and any proposed increase or decrease in
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City of Miami, FL
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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 the Transition
Administrator has approved the change in writing and both Parties have signed an amendment
incorporating such approved change into this Agreement pursuant to Section 25.
9. Closing: The closing of the transactions contemplated by this Agreement will take place
after (i) FCC approval of the assignment of the Incumbent Frequencies to Nextel and/or deletion of the
Incumbent Frequencies from the Incumbent Licenses, (ii) FCC approval of the modification to add the
Replacement Frequencies to the Incumbent Licenses or the creation of a new license for Incumbent that
includes the Replacement Frequencies, (iii) notification by Incumbent to Nextel that the Incumbent
Licenses are clear of all users pursuant to Section 5, (iv) delivery by Incumbent of all receipts, invoices
and other documentation required to substantiate the Actual Cost and signing by Incumbent and delivery
to Nextel of the Reconciliation Statement and other documents required to complete the Reconciliation
similar to those identified on Exhibit B, (v) FCC approval of the modification and/or cancellation of the
FCC licenses Nextel holds for the operation of 800 MHz frequencies that are co -channels of the
Replacement Frequencies, to the extent required to meet the technical short -spacing requirements of
Section 90.621(b) of the FCC's Rules, 47 C.F.R. § 90.621(b), as such rule may be amended from time to
time by the FCC, (vi) the refund to Nextel or payment to Incumbent as described in Section 3(b)(ii), (if
applicable); and (vii) the satisfaction of all other conditions specified in this Agreement (the "Closing
Date").
. 10. Closing Conditions: Performance of each Party'•s Closing obligations is subject to
satisfaction of the following conditions (except to the extent expressly waived in writing by the other
Party):
(a) the continued truth and accuracy of the other Party's representations and warranties set
forth in this Agreement;
(b) all of the covenants of the other Party described in this Agreement are performed in all
material respects; and
(c) execution and delivery by the other Party of Closing documents as well as any other
Closing instruments and documents either Party or its counsel may reasonably request. Incumbent will
execute and deliver to Nextel a closing certification required by the Transition Administrator
("Completion Certification").
(d) The Parties will cooperate in good 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: In order to enable the Transition Administrator to comply with its audit
obligations under the Order, Incumbent agrees to maintain records and other audit -level supporting
evidence related to the costs that Incumbent has expended in connection with the Reconfiguration
contemplated by this Agreement and that Nextel has paid or will pay to Incumbent pursuant to this
Agreement. Incumbent agrees to maintain such records and make them reasonably available to the
Transition Administrator for review or reproduction until eighteen (18) months after the date of
Incumbent's executed Completion Certification required by this Agreement or for a longer period if
Incumbent, for its own purposes, retains such records for a longer period of time. As used in this
provision, "records" includes books, documents, accounting procedures and practices and other data
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City of Miami, FL
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regardless of type and regardless of whether such items are in written form, in the form of computer data
or in any other form.
12. Excluded Assets: No Assumption of Liabilities: Nothing in this Agreement should be
construed as a transfer or assignment from either Party to the other Party of any assets (including FCC
licenses) except as expressly set forth in this Agreement. Other than as expressly provided in this
Agreement, neither Party is obligated to assign and transfer to the other any asset, tangible or intangible,
nor is either Party entitled to assume any asset, tangible or intangible. Neither Party is assuming, nor is
either Party responsible for, any liabilities or obligations of the other Party arising out of or in connection
with the other Party's licenses (or related systems and facilities) that are the subject of this Agreement.
13. Confidentiality: Subject to the Florida Public Records Act, the terms of this Agreement, any
confidential information disclosed in connection with this Agreement (whether before or after the
Effective Date, includingduring any negotiations or any mediation related to such negotiations or the
Agreement), and any proprietary, non-public information regarding the Incumbent Frequencies,
Replacement Frequencies, Nextel's business and Incumbent's business must be kept confidential by the
Parties and their employees, shareholders, 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 a manufacturer of Nextel 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 (iv) to a Vendor and/or Motorola (but only to the extent 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, provided, however, that each Party will cause all of
its Agents to honor the provisions of this Section. Nextel, Incumbent and their respective Agents may
make disclosures regarding the terms of this Agreement to other public safety licensees and their Agents.
Each party involved in such disclosures shall cause all of its Agents to confine the disclosure of the terms
of this Agreement to only public safety licensees and will advise the party to whom the disclosure was
made, to limit further disclosure to only public safety licensees in accordance with the FCC Order, WT
Docket No. 02-55, adopted January 8, 2007.
14. Cooperation: The Parties will cooperate with each other and the Transition Administrator
with respect to the Reconfiguration work contemplated by this Agreement. Without limiting the
foregoing obligations, the Parties agree to cooperate in the preparation of any applications required to be
filed with the FCC, and Incumbent agrees to provide reasonable access to its facilities so that the
Transition Administrator may comply with any audit obligations and so any Reconfiguration work
contemplated by this Agreement may be performed in accordance with the Cost Estimate and
performance schedule. If a Party is subject to a denial of FCC benefits for delinquent non -tax debts owed
to the FCC that would prevent or delay the timely processing of any FCC applications, such Party shall
cure such delinquency in an expeditious manner and at its sole expense.
15. Disputes: The Parties agree that any dispute related to the Replacement Frequencies,
Nextel's obligation to pay any cost of the Reconfiguration of Incumbent's system contemplated by this
Agreement, or the comparability of Incumbent's reconfigured system to Incumbent's existing system
prior to Reconfiguration, which is not resolved by mutual agreement, shall be resolved in accordance with
the dispute resolution provisions of the Order, as it may be amended from time to time.
16. No Gratuities and No Conflicts of Interest: No gift, gratuity, credit, thing of value or
compensation of any kind shall be offered or provided by Incumbent, directly or indirectly, to any officer,
employee or official of Nextel for the purpose of improperly obtaining or rewarding favorable treatment
under this Agreement. Nextel has received copies of, and is familiar with the following provisions
regarding conflict of interest in the performance of this Agreement by the Nextel. Nextel covenants,
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represents and warrants that it will comply with all such conflict of interest provisions. Pursuant to City
of Miami Code, as amended ("City Code"), regarding conflicts of interest, Nextel hereby certifies to
Incumbent that no individual member of Nextel, no employee, and no subcontractor under this Agreement
nor any immediate family member of any of the same is also a member of any board, commission, or
agency of the City of Miami, Florida. Nextel hereby represents and warrants to the Incumbent that
throughout the term of this Agreement, Nextel, its employees, its board members, and its subcontractor
will abide by this prohibition of the City Code.
17. Liens: If any liens or security interests attach to any of Incumbent's facilities in favor of any
vendor or service provider that is performing any Reconfiguration work contemplated by this Agreement
as a result of Nextel's breach of any obligation to make direct payment (not in dispute) to such vendor or
services provider, Nextel upon receipt of Notice from Incumbent will cooperate to remove any Liens.
18. Vendor Performance Issues: Incumbent will select and contract directly with 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 Nextel
will be responsible for, or assume the risk of any failure of that Vendor or Motorola 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.
19. Motorola 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 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") to Motorola (shipping fees to be paid by Nextel).
(b) If Incumbent has ordered field implementation services for new subscriber radios
("Motorola Subscriber Services") and Incumbent fails to return any item of the Motorola Replaced
Equipment 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 new
condition; 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 to Motorola within 30 days of receipt of the Motorola
Schedule D Equipment, 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 new
condition. If Incumbent fails to return any item of the Motorola Replaced Equipment to Motorola under
this Section 19(c) and prior to receipt of a Reconciliation Statement from Nextel Incumbent does not
demonstrate to Nextel 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) Nextel 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 Nextel prior to the Closing Date (if no final payment is due
to Incumbent); or (iii) Nextel will deduct the portion of the Motorola Equipment Refund up to the value
of the final payment due to Incumbent and Incumbent must pay Nextel 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).
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20. Nextel 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 Nextel (as identified on Schedule D) or equipment the cost of which is being paid by Nextel pursuant
to this Agreement as listed in Schedule C (collectively the "Nextel Replacement Equipment"), then (i)
title to the equipment replaced by the Nextel Replacement Equipment (the "Nextel Replaced Equipment")
as listed in Schedule D shall pass to Nextel at Closing free and clear of liens and any other encumbrances,
and (ii) Incumbent shall execute such documentation as Nextel may reasonably request to transfer title to
Nextel and shall within sixty (60) days deliver the Nextel Replaced Equipment to Nextel at Nextel's costs
and pursuant to Nextel's instructions. Title to Nextel Replacement Equipment provided by Nextel will
pass to Incumbent at Closing, and, for Nextel Replacement Equipment owned by Nextel, Nextel shall
execute such documentation as Incumbent may reasonably request to transfer title to Incumbent free and
clear of liens.
(b) If Incumbent fails to return any item of the Nextel Replaced 'Equipment to Nextel,
Incumbent must retum to Nextel those items of the Nextel Replacement Equipment that would have
replaced the Nextel Replaced Equipment not returned, in new condition within sixty (60) days of receipt
of the Nextel Replacement Equipment. If Incumbent fails to return any item of the Nextel Replaced
Equipment to Nextel under this Section 21(b) and a Product Typical Value is set forth in Schedule E(2)
for the item of Nextel Replacement Equipment then either: (i) Nextel will deduct the Product Typical
Value (as set forth in Schedule E(2)) for those items of Nextel Replacement Equipment provided to
_replace the Nextel Replaced Equipment not returned to Nextel (including tax (if any) and shipping) (the
"Nextel Equipment Refund") from the final payment due'to Incumbent after the Reconciliation less any
Motorola Equipment Refund; (ii) Incumbent must pay Nextel the Nextel Equipment Refund within thirty
(30) days of the Reconciliation Date (if no final payment is due to Incumbent and in addition to any
Motorola Equipment Refund payment); or (iii) Nextel will deduct the portion of the Nextel Equipment
Refund up to the value of the final payment due to Incumbent less any Motorola Equipment Refund, and
Incumbent must pay Nextel the remaining Nextel Equipment Refund and any Motorola Equipment
Refund not covered by the final payment within thirty (30) days of the Reconciliation Date (If the final
payment due Incumbent is less than the Nextel Equipment Refund and any Motorola Equipment Refund).
21. Termination: This Agreement may be terminated and the transactions contemplated by this
Agreement abandoned: (i) by mutual consent of the Parties provided in writing; (ii) for cause by either
Party upon material breach of the other Party, following a thirty (30) day periti for cure by the breaching
Party following written notice of the breach or (iii) by Nextel in the event of any Adverse Decision by any
governmental entity of competent jurisdiction affecting the Order. For purposes of this Agreement, an
"Adverse Decision" means an order, decree, opinion, report or any other form of decision by a
governmental entity of competent jurisdiction that results, in whole or part, in a stay, remand, or reversal
of the Order, or otherwise in any revision to the Order that Nextel determines, in its sole discretion, to be
adverse to its interests. In the event of termination, the Parties shall take all necessary action (including
preparing and fling FCC documents) to return the status quo ante on the date of this Agreement. In the
event of tennination, Nextel shall pay all costs associated with the return to the status quo ante except if
such termination was due to an uncured material breach by Incumbent.
22. Attornev's Fees: In any legal proceeding by a Party to enforce its rights under this
Agreement against the other Party, each Party shall pay its own attorney's fees and costs.
23. 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:
Page 9 of 32
City of Miami, FL
Draft — April 18, 2008
If to Incumbent, to:
City of Miami, Florida
c/o City Manager
City Hall
3500 Pan American Drive
Miami, FL 33133-5595
Attn:
Phone:
Fax:
Email:
If to Nextel, to:
Nextel South Corp.
c/o Nextel Communications, Inc.
2001 Edmund Halley Drive
Reston, VA 20191-3436
Attn: Heather P. Brown, Esq.
Phone: (703) 433-4467
Fax: (703) 433-4483
With a copy that shall not constitute Notice:
City Manager
City of Miami, Florida
444 S.W. 2'd Avenue, 10`'' Floor
Miami, Florida 33130
Attn:
Phone:
Fax:
Email:
With a copy that shall not constitute Notice:
Nextel Communications, Inc.
6575 The Corners Parkway
Norcross, GA 30092
Attn: William Jenkins, VP Spectrum Resources
Phone: (770) 326-7484
Fax: (678) 405-8252
.
With a copy that shall not constitute Notice:
City Attorney
City of Miami, Florida
444 S.W. 2nd Avenue, 9th Floor
Miami, Florida 33130
Attn:
Phone:
Fax:
Email:
With a copy that shall not constitute Notice:
Luis E. Selema
Superintendent of Communications
City of Miami
General Services Administration
1390 N.W. 20th Street
Miami , FL 33142-7722
Phone: 305-329-4850
Fax: 305-329-4855
Email: lselema@cianiami.fi.us
24. Assignment: This Agreement is binding upon and inures to the benefit of the Parties and
their respective successors and permitted assigns. Either Party may assign this Agreement to any direct or
indirect subsidiary or affiliate of the Party, upon delivery of written notice to the other Party.
Page 10 of 32
City of Miami, FL
Draft — April 18, 2008
25. Amendments: This Agreement, including without limitation the • scope of work
contemplated hereby and the Estimated Cost thereof to be paid by Nextel, may be amended or modified
only by a written instrument signed by authorized representatives of both Parties, provided, however, no
amendment or modification to this Agreement shall become effective until approved by the Transition
Administrator.
26. Benefits: This Agreement 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 for in this Agreement.
27. Miscellaneous:
(a) 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 Florida without regard to conflicts of law principles thereof. This Agreement may be
executed in one or more counterparts, including by facsimile, which will be effective as original
agreements of the Parties executing the counterpart.
(b) The recitals are true and correct and are hereby incorporated into and made a part of this
Agreement. Schedule A (Incumbent Frequencies), Schedule B (Replacement Frequencies), and
Schedule C (800 MHZ Reconfiguration Cost Estimate — Certified) are hereby incorporated into, made a
part of this Agreement, and attached hereto. The Incumbent Information Form is hereby incorporated
into, made a part of this Agreement, and attached hereto as Exhibit A. The Incumbent's Resolution No.
is hereby incorporated into, made a part of this Agreement, and attached hereto as Exhibit C.
Nextel's corporate certificate is hereby incorporated into, made a part of this Agreement and attached
hereto as Exhibit D.
[SIGNATURE PAGE IMMEDIATELY FOLLOWS]
Page 11 of 32
City of Miami, FL
Draft — April 18, 2008
4-2)4OFT
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.
INCUMBENT: NEXTEL:
City of Miami, a Florida municipal corporation Nextel South Corp.
By: By:
Pedro G. Hernandez William M. Jenkins
City Manager Vice President, Spectrum Resources
Attest: Attest:
Priscilla A. Thompson
City Clerk
Approved as to Form and Correctness:
Julie O. Bru
City Attorney
Name:
Title:
Approved as to Insurance Requirements: City's Project Manager:
LeeAnn Brehm,Risk Management Director
Page 12 of 32
Louis Selema, Superintendent of
Communications, General Services
Administration
City of Miami, FL
Draft — April 18, 2008
No -Fr
SCHEDULE A
Incumbent Frequencies
Incumbent's Name: City of Miami, FL
Incumbent Assigns to Nextel:
N/A
The City of Miami has no licensed frequencies impacted by Stage 2 rebanding. However, the City
maintains interoperability with other incumbents that are subject to NPSPAC reconfiguration, including
City of Hialeah, City of Miami Beach, Broward County, City of Ft Lauderdale, and Palm Beach County.
The City also uses the NPSPAC MA channels maintained by Miami -Dade County and The State of
Florida within the Miami geographical area. To continue its interoperability requirements, the City must
retune, reprogram or replace its subscriber units accordingly.
Page 13 of 32
City of Miami, FL
Draft— April 18, 2008
Incumbent's Name:
SCHEDULE B
Replacement Frequencies
City of Miami, FL
Nextel Assigns to Incumbent:
N/A
Page 14 of 32
City of Miami, FL
Draft — April 18, 2008
20,41-F-r
SCHEDULE C
800 MHZ RECONFIGURATION
COST ESTIMATE — CERTIFIED REQUEST
Incumbent's Name: City of Miami, FL
Request for Reconfiguration Funding
Pursuant to the Order, Incumbent is required to reconfigure its existing facilities and requests Nextel to
fund the estimated reconfiguration costs included below:
Incumbent Payment Terms: Nextel will pay Incumbent an amount not to exceed the Estimated Cost(s)
for Incumbent with respect to each category of work, as set forth below. Nextel will pay Incumbent
$151.326.59 within 15 days (30 days if Incumbent elects to be paid by check rather than electronic funds
transfer) after receipt by Nextel of the fully executed Agreement and fully completed Incumbent
Information Form (as set forth on Exhibit A). Nextel will pay any outstanding balance of the Actual
Costs due to Incumbent within 30 days after the Reconciliation Date (as "Actual Costs" and
"Reconciliation Date" are defined in Section 3(b)(i)).
Vendor Payment Terms: Nextel will pay each Vendor an amount not to exceed the Estimated Cost(s)
for that Vendor with respect to each category of work, as set forth below. Nextel will pay each Vendor
within 30 days after receipt by Nextel of (A) an invoice from the Vendor and (B) Incumbent's approval of
receipt of goods and services and approval of associated costs included on the Vendor invoice.
1. System Description: The City of Miami has no licensed frequencies impacted by Stage 2 rebanding.
However, they maintain interoperability with many incumbents which are subject to NPSPAC
reconfiguration — City of Hialeah, City of Miami Beach, Broward County, City of Ft Lauderdale, Palm
Beach County.
The City of Miami also utilizes the NPSPAC MA channels which are maintained by Miami -Dade County
and The State of Florida within the Miami geographical area.
To continue the City of Miami's interoperability requirements Miami must retune, reprogram or replaced
their subscriber units accordingly.
The major system elements to be reconfigured are summarized in the table below:
: 'I"otal Ind
MO'd
Base station frequencies
0
0
- Voice channels
0
0
- Home/Control channels
0
0
Repeater sites
0
0
Other sites (remote recv, BDA)
0
0
Subscriber units retuned
2593
2593
Subscriber units reprogrammed
0
0
Subscriber units replaced
748
748
Entities operating on the system
Police, Fire and Local Government
Police, Fire and Local Government
Page 15 of 32
City of Miami, FL
Draft — April 18, 2008
AFT
2. Reconfiguration Milestones:
Estimated
Duration in 4'of
Dam:
Reconfigure Subscriber
Equipment
150
Reconfigure Infrastructure
Equipment
NA
3. Cost Estimate:
Description of Work To Be Performed
Payee (separately identify
Incumbent and each
Vendor being paid for
work performed)
Estimated Cost(s) for
Incumbent and each
Vendor (Not to exceed
listed amount)
I. Subscriber Equipment Reconfiguration
City of Miami
(Incumbent)
a. Subscriber Equipment Reconfiguration
444 SW 2nd Avenue
6th Floor
537 Mobiles radios flashed and retuned.
Miami, FL 33130
($43/unit)
Attn: Finance Director
$23,091.00
Re: Frequency
73 Mobile radios replaced and
Reconfiguration
programmed. ($16l/unit)
Program
$11,753.00
305-416-1324
2731 portable radios (2056 flashed and
retuned and 675 replaced units)
programmed. ($36/unit)
$98,316.00
2412 units second programming to remove
unused conventional channels. ($36/unit)
$86,832.00
II. Infrastructure Equipment
$0.00
Reconfiguration
a. Central Site Infrastructure
b. Repeater Site Infrastructure
c. Miscellaneous Components
d. Project Management
e. Travel Costs
Page 16 of 32
City of Miami, FL
Draft — April 18, 2008
7)1241-FT
III. Engineering and Verification
a. Planning Costs, if Required
1. Frequency Analysis
2. System Inventory
3. Implementation Plan
b. System Verification
$0.00
IV. Contracts and Legal
City of Miami
(Incumbent)
Assist with RFPF submission, interface
444 SW 2nd Avenue
with TA and TA mediator in an order to
6th Floor
clarify and eventually withdraw this
Miami, FL 33130
$1,275.00
submission. 25 hours @ $51 /hr
Attn: Finance Director
Re: Frequency
Conduct and participation in internal calls
Reconfiguration
and meetings.
Program
15 hours @ $51/hour
305-416-1324
$765.00
Initial FRA review, negotiation of FRA
language with Nextel legal, review
reiterations.
15 hours @ $51/hr
$765.00
Preparation and Participation in mediation
calls.
10 hours @ $51/hr
$510.00
Educate, -collaborate and -obtain -approval
from and with commission and risk
management on logistics involving
rebanding.
-- —
15 hours @ $51/hr
$765.00
Preparing and present documentation for
commission hearing. Attend follow-up
meetings to solidify submission and
address any potential changes.
19 hours @ $51/hr
$969.00
Page 17 of 32
City of Miami, FL
Draft — April 18, 2008
pEn�'T
V. Other Costs
Communications supervisor: negotiations,
support for and participation in mediation
calls.
City of Miami
(Incumbent)
444 SW 2nd Avenue
6th Floor
Miami, FL 33130
40 hours @ $76.00
Attn: Finance Director
$3,040.00
Re: Frequency
Planning support, subscriber management,
inventory control, project management,
scheduling, logistics, template
development and personal coordination.
Reconfiguration
Program
305-416-1324
Tasks occur on a per agency basis and
departmental participation:
Police Lieutenant: 40 hours
Police Major: 40 hours
Police administrator and personal
60 hours
Total PD: 140 hours @ $71.97/hr (blended
rate)
$10,075.80
Fire Lieutenant: 40 hours
Fire Assistant Chief: 40 hours
Fire administrator and personal
60 hours
Total FD: 140 hours @ $71.97/hr (blended
rate)
$10,075.80
Communications Technician:200 hours
Communications Supervisor: 141 hours
.
Communications Senior engineer: 40 hours
Total Communications department: 381
hours ® $7� .97/hr (blended rate)
$27,420.57
Receive, inventory, record new assignment
and distribute 751 replacement radios.
Inventory, package, prepare for shipment
and remove from City assets replaced
radios. 750 hours @ $36/hr.
$27,000.00
Total Estimated Costs
$302,653.17
Page 18 of 32
City of Miami, FL
Draft — April 18, 2008
bi41-Fr
ertificat o
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 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:
E-mail
Date:
Page 19 of 32
City of Miami, FL
Draft — April 18, 2008
SCHEDULE D
MIAMI, CITY OF, FL PH II
1) Reserved
2) Reserved
3) Reserved
4) 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
Encryption
Model
Number
2593
FlashKit
SmartNet
FlashKit
675
XTS2500 RB III Portable Radio Kit
SmartNet
XTS2500 RB III
87
PSM (Public Safety Mic) 30" straight cable
RMN5072
3
USB Programming Cable
RKN4105
3
Programming Software - Portable Radios
RVN4181
12
Multi -unit Charger
WPLN4108R
163
Single Unit Rapid Charger
NTN1873
12
XTL2500 RB Mobile Radio Kit, Dash
SmartNet
XTL2500 RB
39
XTL2500 RB Mobile Radio Kit, Remote
SmartNet
XTL2500 RB
51
DTMF Mic
W20
2
Programming Software - Portable & Mobile
Radios
RVN4186
2
RS-232 Programming Cable
HKN6183
6
XTL5000 Mobile Radio 800 MHz
SmartNet
M2OURS9PW1AN
16
XTL5000 Consolette 800MHz
SmartNet
L20URS9PW1AN
6
Palm Microphone - Motorcycle
W22AT
6
XTL Motorcycle Control Head Software
G138
6
Motorcycle Mounting
G67MTCL
16
W7 Control Head
G80
6
Motorcycle Control Head W7
G84
16
Loud Speaker - 7.5 Watt
B18
Revised Draft pending
20
DUFT
Quantity
Description
Radio
Software
Encryption
Model
Number
16
Omit Speaker
G142
22
Analog Operation
G241
22
SmartNet Operation
G50
22
Enh ID Display
G114
6
No Motorcycle enclosure needed
W620
16
Digital Junction Box - Consolette
L3208
16
MC3000 Digital Deskset
L3223
16
Mounting Bracket 19"
TRN7466
5) Motorola Replaced Equipment (to be delivered to Motorola within 30 days of receipt of
Motorola Schedule D Equipment)
Quantity
Description
Radio
Software
Encryption
Mounting
Model
Number
315
STX821 Portable Radio (each with
antenna and at least one battery)
SmartNet
STX821
360
LTS2000 Portable Radio (each with
antenna and at least one battery)
SmartNet
LTS2000
87
PSM (Public Safety Mic) 30" straight
cable
12
Multi -unit Charger
163
Single Unit Rapid Charger
39
Spectra Mobile Radio (each with control
head and DTMF mic)
SmartNet
Remote
Spectra
1 Z
Spectra Mobile Radio (each with control
head and DTMF mic)
SmartNet
Dash
Spectra
6
Spectra Motorocyle (each with control
head and mic)
SmartNet
Spectra
16
Spectra Consolette (each with control
head)
SmartNet
Spectra
16
Digital Junction Box - Consolette
16
DGT9000 Digital Deskset
Revised Draft pending
21
SCHEDULE E
Product Typical Values
(I) Motorola Equipment
Item
Mobile, High Spec (XTL2500 RB
Accessories & Options
SmartZone Operation
Digital Operation
Siren
Consollette Power Kit
Consollette Tone Remote
DTMF Microphone
DEK
Extra Loud Speaker
Dual Control Head
Dual Control Head Mic
Dual Control Head Cable
Dual Control Head Speaker
Multi -Radio SW Kit
Multi -Radio HW Kit
Emergency foot pedal
AUXILIARY SWITCH PANEL
Mobile UCM
Key Lock Mounting
Rebanding Product
Typical Value
(% are discount off list
price)
2,050
162
234
637
500
475
180
475
106
575
80
95
60
750
1,750
55
165
750
40
Item
Rebanding Product
Typical Value
(% are discount off list
price)
Mobile, Low S.ec 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
Revised Draft pending
22
Item
Rebanding Product
Typical Value
(% are discount off list
price)
Mobile (XTL5000)
18%
Accessories & Options
XTL5000 Options
18%
Motorcycle Mounting
$
400
Motorcycle Housing
$
900
Item
Portable, High Spec (XTS2500 III RB)
Accessories & Options
SmartZone Operation
Digital Operation
Upgrade Both Kit Batteries to HICAP
Spare Battery HICAP
Portable Cables
Carry Case
Charger
PSM
RF Switch
RSM
Headset
Programming Software
Vehicular Charger
Portable UCM
Multi -unit Charger
Rebanding Product
Typical Value
2,375.00
200
400
$ 140
$ 145
$ 251
$ 60
$ 165
$ 150
$ 140
$ 97
$ 439
$ 265
$
$
95
750
788
Item
Rebanding Product
Typical Value
Portable, Low Spec (XTS1500 I RB)
$
1,120
�ev� j �i+x.m xya, w+b.ix ra.. ... ��.'a°' x e,x u.a. v..
s. e
�rirwr
x
_ .. �'
°�• . ;.au�..s .,
r�...li., xi?
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
Revised Draft pending
23
Item
Rebanding Product
Typical Value
(% are discount off list
price)
Portable, XTS5000
18%
Portable, XTS2500
18%
Mobile, XTL2500
18%
Item
Rebanding Product
Typical Value
(% are discount off list
price)
Accessories & Options
All accessories not listed above
5%
(2) Nextel Replacement Equipment
The Product Typical Values for Nextel Replacement Equipment shall be:
a. for Nextel Replacement Equipment set forth on Schedule C, the cost shown on
Schedule C for the item of Nextel Replacement Equipment; or
b. for Nextel 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 Nextel, less 25%
Revised Draft pending 24
.144-FT
`7o be C.t7M� Q.y��--
E ib�t
Incumbent Information
The following questions are required for processing Electronic Funds Transfers and if
Incumbent wants Nextel to complete the FCC filings on its behalf All information contained
herein shall be kept strictly confidential and will be used only in completion of the Frequency
Reconfiguration transaction.
I. INCUMBENT INFORMATION
Please provide the following information:
Company/Name:
Contact: Title:
Address:
City/State/Zip:
Phone: Fax:
Email:
Check Appropriate Box: J Individual/Sole Proprietor 1 Corporation ;, Partnership
J Other
II. BANK ACCOUNT INFORMATION (Required for payment processing.)
Please select preferred payment method: 1 Wire Transfer 1 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)
Revised Draft pending
25
NA FT
7a be t�d�'t'.��
III. TAX INFORMATION 'J
The. Internal Revenue Service and state tax authorities require Nextel to report all transactions,
even if the transaction is exempt from taxation (if so, it will be reported to the IRS as a like -kind
exchange). Therefore, it is necessary for Nextel to collect the information below. If you have
specific questions about your tax implications in this transaction, you should consult your own
accountant or financial advisor.
Incumbent's Federal 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 same 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:
Revised Draft pending
26
To" 6.e 6entfleYed vienxiwanw2.4.Y.e4tezthoh.)
V. REGULATORY INFORMATION
Would you like Nextel's Regulatory department to prepare and file all necessary FCC
paperwork on your behalf? Yes / No
Ifyes, please provide the following Universal
Licensing System ("ULS") information for your
licenses:
FRN (FCC Registration Number):
ULS PASSWORD:
Contact Representative for any FCC related issues:
Name:
Phone Number:
If no, please provide the following information regarding
who will take care of the preparation and filing of all
necessary FCC paperwork on your behalf:
Contact Name:
Organization:
Address:
City:
State/Zip:
Phone Number:
Email Address:
I hereby acknowledge that all of the information provided herein is true and correct as of the date signed below.
Incumbent Signature:
Print Name:
Tide:
Date:
Revised Daft pending
27
EXHIBIT B
Reconciliation Documentation
etnrtek)led utrh-clec zt/rze.,11 silege44-17-0)t)
Certification of Labor
Incumbent hereby certifies that the internal labor information provided under the Agreement is
true and complete to the best of Incumbent's knowledge. Incumbent further certifies that the the number of
planning and reconfiguration tasks that the Incumbent performed using internal labor for each labor
category on the TA -approved Cost Estimate (as that term is defined in the Agreement) ("Units") and/or the
number of internal labor hours incurred in performing planning and reconfiguration tasks for each labor
category on the TA -approved Cost Estimate ("Hours") were for 800 MHz Reconfiguration and have been
documented in accordance with the TA's policy on Incumbent Labor at
http://www.800ta.org/content/PDF/volicv/lncumbentLaborRatePolicy.pdf as of the date of this statement.
Incumbent acknowledges that the reconciliation documentation and related supporting records for the
Agreement are subject to the TA's Review Rights (as that term is defined in the Agreement).
Incumbent Name:
Signature:
Name:
Title:
Date:
Revised Draft pending
28
Iv be i d 6yeekahr •)
ime SheefDocumentation
DEAL ID
DEAL NAME
Name
Description of Activities
Actual
Hours
Worked
Actual
Hourly
Rate $
Benefit
Load $ (if
applicable)
Total
Cost $
4
Total
Certification
Incumbent hereby certifies that the internal labor information provided under the Agreement is
true and complete to the best of Incumbent's knowledge. Incumbent further certifies that the the
number of planning and reconfiguration tasks that the Incumbent performed using internal labor
for each labor category on the TA -approved Cost Estimate (as that term is defined in the
Agreement) ("Units") and/or the number of internal labor hours incurred in performing planning
and reconfiguration tasks for each labor category on the TA -approved Cost Estimate ("Hours")
were for 800 MHz Reconfiguration and have been documented in accordance with the TA's
policy on Incumbent Labor at
http://www.800ta.org/content/PDF/policy/IncumbentLaborRatePolicy.pdf as of the date of this
statement. Incumbent acknowledges that the reconciliation documentation and related supporting
records for the Agreement are subject to the TA's Review Rights (as that term is defined in the
Agreement).
Incumbent Name:
Signature:
Name:
Title:
Date:
" To be
completed in
lieu of
Incumbent
Invoice AND
Certification
of Labor
Rates.
Revised Draft pending
29
Exhibit C
City of Miami, Florida Resolution No. , adopted , 2008
To come upon document execution
Revised Draft pending
30
Exhibit D
Nextel Corporate Certificate Dated
to urnu or_ ck t tiifeA .2, .,
Revised Draft pending
3]
Exhibit E
Motorola Equipment Exchange Agreement, dated and Motorola
Certificate/Resolution of Corporate Authorization
To come upon document execution
Revised Draft pending
32