FIRST AMENDMENT TO SERVICE AND ACCESS AGREEMENT
First Amendment
to
Service and Access Agreement
Between
MIA-COM Private Radio Systems, Inc
and
City of Clearwater, Florida
Dated lilt of July 2002
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This Amendment to that certain Service and Access Agreement dated July 1,
2002, ("Agreement") by and between the City of Clearwater ("City") and MIA-COM,
Ine., ("MIA Com") (individually referred to herein as "Party" or collectively as the
"Parties") is hereby made and entered into this g-H- day of November, 2005,
("Effective Date").
WITNESSEm
WHEREAS, the Parties entered into the Agreement for the installation of a
Communications System ("System") and the related service thereto; and
WHEREAS, the Parties now wish to upgrade the System to a two-site, eleven
channel simulcast configuration in accordance with MIA Com's proposals dated March
2003 System Reconfiguration ("Simulcast Upgrade" or "Simulcast Configuration") and
March 2005 System Reconfiguration, Revised Pricing and Statement of Work
("Proposals") (attached. hereto and incorporated herein as Exhibit "A").
NOW THEREFORE, in consideration of the premises and mutual covenants
hereinafter set forth and intending to be legally bound, the Parties hereto agree as
follows:"
1. Recitals. The foregoing recitals are true and correct and incorporated in and
form a part of this Agreement.
2. Section 3.7. In accordance with Section 3.7 of the Service and Access
Agreement, the City's System shall be enhanced as provided for herein in
exchange for MIA Com's right to the sole marketing and non-exclusive use of
the City's two towers. In addition, as required by Section 3.7, the payments
pertaining to the existing lease for the subject property have hereby been
terminated of even date herewith.
3. Section 7.1 This Amendment shall not cause an increase in Quarterly
Service and Access Payments from the amount provided for in Section 7.1 of
the Agreement (fifty-thousand dollars ($50,000), adjusted annually).
4. Section 7.2 As referenced in Section 7.2, in accordance with Schedule E,
User Gear Transfer, the equipment as specified therein (Mobiles, Portables
and Control Stations) is valued at $600,000.00. The City has been issued
$300,000.00 of said equipment, leaving an equipment credit of $300,000.00.
The Parties are in agreement that the balance of $300,000.00 will be applied
and credited towards the purchase of the Simulcast Upgrade. MIA Com shall
transfer ownership of the Simulcast Upgrade equipment and User Gear as
provided for in Section 7.2.
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5. Section 9.2 Should the Agreement be terminated in accordance with Section
9.2, and the City is required to extend services to Third Party Tower Tenants,
the City shall receive all revenues resulting from s.uch service.
6. Section 11.1 Software Licenses as provided for under Section 11.1 shall be
upgraded to include any and all Software Licenses necessary for the upgrade
to the Simulcast Configuration. All other terms of the Section shall remain in
full force and effect.
7. Simulcast U02rade Eauioment and Pricin2. Pricing for equipment required
for the Simulcast Upgrade shall be as listed below.
Control Point Equipment, including
12kV A Toshiba UPS
$159,100
Voting Equipment
$ 51,504
Transmit site Equipment - Missouri Ave. site
11 Channel site including antenna systems
$133,968
Transmit site Equipment - Countryside site
11 Channel site including antenna systems
$145,433
Installation including moving existing equipment
and connections to existing microwave system,
Engineering, Project Management, Site
Management and system Testing
$211,788
Centralized Telephone Interconnect (CTI)
4 Channels CTI, including installation
$ 27,555
Total
$729,348
8. Payment Schedule for Simulcast U02rade. Payment for the Simulcast
Upgrade Equipment (above) shall be as follows. The $300,000 User Gear
Credit received by the City in exchange for the Marketing Rights as described
herein, shall be applied at the Effective Date of the Amendment. Of the
$429,348 balance, $214,674 shall be due upon delivery of the equipment to
the City, with the remaining $214,674 due upon completion of the installation
of the Simulcast Upgrade.
9. All other terms and conditions of the Agreement shall remain in full force and
effect.
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IN WITNESS WHEREOF, the Parties have executed and acknowledged this First
Amendment to the Service and Access Agreement, the day and year first above written.
ATTEST:
MIA COM PRIVATE RADIO
SYSTEMS, INe.
By: {/ &tA..I-~
Name: p. C..JI2..:rf.) :rc'\~5
Title: _pre!) ieL+ /.A.I>oNA.Cj er
By:
Name: William Tins ey
Title: Director of State of Flori
COUNTERSIGNED: CITY OF CLEARWATER, FLORIDA
By: ~;/~BY:~~::B.~-:a:
Nam~rank V. Hibbard Name: William B. Home IT
Title: Mayor Title: City Manager
APPROVED AS TO FORM:
ATTEST:
-../
By: ~
Name: Laura Lipowski
Title: Assistfint City Attorney
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Title. City Clerk . --_......___..--- :__
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