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AMENDMENT TO FREQUENCY RECONFIGURATION AGREEMENT Confidential AMENDMENT TO FREQUENCY RECONFIGURATION AGREEMENT THIS AMENDMENT shall amend and revise that certain Frequency Reconfiguration Agreement (the "Agreement") executed on October 24, 2007, by and between the City of Clearwater, a municipal subdivision of the State of Florida ("Incumbent" or "Licensee"), and Nextel South Corp., a wholly owned indirect subsidiary of Sprint Nextel Corporation, a Kansas corporation ("Nextel") having an address of 2001 Edmund Halley Drive, Reston, VA 20191. Nextel and Incumbent may be referred to collectively in this Agreement as the "Parties." NOW, THEREFORE, for good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the Parties, in accordance with the provisions of Section 25 of the Agreement, hereby agree to amend and revise the Agreement as follows: 1. That the following Notices information, Section 23, is hereby deleted: If to Incumbent, to: City of Clearwater 112 S. Osceola Avenue Clearwater, 33756-5103 1900 Grand Ave Clearwater, FL 33765 Attn: Laura Lipowski, Phone (727) 562-4015 Fax: (727) 562-4021 Email: Laura.Lipowskiga myClearwater.com And is replaced with the following: If to Incumbent, to: City of Clearwater F.O. Box 4748 Clearwater, Florida 33758 112 S. Osceola Avenue Clearwater, 33756-5103 1900 Grand Ave Clearwater, FL 33765 Attn: Laura Lipowski Mahony Phone (727) 562-4015 Fax: (727) 562-4021 Email: Laura.MahonygmyClearwater.com Page 1 of 9 Confidential 2. That Schedule C is hereby deleted and is replaced with Schedule C-1, which is attached hereto and incorporated by reference herein. 3. Except as set forth above ?s or amendments to the Agreement or to the obligat tel. 4. In the event of any inconsis -D 0-` 1 conditions contained in the Agreement and the tei I herein, the terms and conditions contained herein In WITNESS WHEREOF, the F , intending to be legally bound, have duly executed this Amendment as of this day of 2010. INCUMBENT: City of Clearwater (FL) By: A Name: Frank V. Hibbard Title: Mayor Countersigned: Bye?4 -1? - "M William B. Horne II City Manager Approved as to form: By Laura Lipowski Mahony Assistant City Attorney Attest: Rosemarie Call Citv Clerk Page 2 of 9 NEXTEL: Nextel South Cor By: Name ??LAM M JENKINS AUTHORIZED SIGNATORY Title: 4V es 4C Confidential SCHEDULE C - 1 800 MHZ RECONFIGURATION COST ESTIMATE - CERTIFIED REQUEST Incumbent's Name: City of Clearwater 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 $13,930.00 within 15 days (30 days if Incumbent elects to be paid by check rather than electronic funds transfer) after receipt by Sprint 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: Sprint Nextel will pay each Vendor an amount not to exceed the Estimated Cast(s) for that Vendor with respect to each category of work, as set forth below. Sprint Nextel will pay each Vendor within 30 days after receipt by Sprint 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. System Description The City of Clearwater 800 MHz radio system consists of a two- site, eleven channel simulcast EDACS system. The system uses interleaved frequencies, licensed under FCC Call Sign WNHB993. One frequency is in the Expansion Band, 860.4375 MHz, and they have chosen to retune it. In addition, Clearwater has interoperability with the Florida Mutual Aid System (MFLA) and individually with the County of Hillsborough's trunked NPSPAC system. Thus, the timing of Clearwater's retune must be coordinated with these other systems in order to maintain interoperability. The major system elements to be reconfigured are summarized in the table below: Page 3 of 9 Confidential ocal In System Total Inalud ' ' in 1RA Base station frequencies - Voice channels 1 1 - Home/Control channels Repeater sites 2 2 Other sites (remote recv, BDA) Subscriber units retuned Subscriber units re ro rammed 1073 1073 Subscriber units replaced 1027 1027 Entities operating on the system 2 1 2. Reconfi uration Milestones: Reconf"ration Talk Estimated Duration in of U 's Reconfigure Subscriber Equipment 45 Reconfigure Infrastructure Equipment 30 3. Implementation Plan: The attached Implementation Plan and associated deliverables describe the reconfiguration implementation plan resulting from funds. expended under the Planning Funding Agreement dated [not applicable]. No Planning Funding Agreement was developed. 4. Cost Estimate: Description of Work To Be Performed Payee (separately identify Incumbent and each Vendor being paid for work erformed Estimated Cost(s) for Incumbent and each Vendor (Not to exceed listed amount 1. Subscriber Equipment Reconfiguration Communications International, Inc (vendor) a. Subscriber Equipment Reconfiguration 4450 US Highway 1 Vero Beach, FL, 32962 Mobile & Portable Radios retuned Attn: Guy Stevens $ 115,500.00 (includes Hillsborough new freqs also into Phone: 772-569-5355 these Clearwater radios) FAX: 772-567-2292 2100 radios @ $55.00 per unit Remove and Install mobiles $ 112,000.00 Estimate 280 units @ $400 per unit b. Project Management Page 4 of 9 Confidential 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 Coordinate personnel and resources $ 3,200.00 required for reprogramming and replacement of equip effort. Coordinate and document on-going subscriber repgm and replace. Coordinate with City mgmt on final project overview. 32 hours @ $100 per hour Coordinate with Hillsborough County for $ 7,400.00 scheduling and logistics on NPSPAC programming so as to only do one touch. Coordinate with Pinellas County on mutual aid reprogramming and logistics. Work with client to develop final schedules, locations and logistics needed for the reprogramming effort, and to notify cities and agencies. Provide status updates. 74 hours @ $100 per hour Oversee final documentation and validate $ 1,200.00 freq profiles. 12 hours @ $100 per hour c. Travel Costs Travel Costs from Vero Beach to Flagler $ 7,920.00 County for retune. Estimate for 8 trips by 4 technicians of 3 hours each, totaling 96 hours. 96 hrs @ $82.50 per hour Per diem and lodging $ 18,900.00 Est. 4 men for 21 days 4 men x 21 days @ $225 per day per man 11. Infrastructure Equipment Communications Reconfiguration International, Inc (vendor) 4450 US Highway I a. Repeater Site Infrastructure Vero Beach, FL, 32962 Attn: Guy Stevens Retune channel at 2 sites to new frequency, Phone: 772-569-5355 $ 2,722.50 est 33 hrs total: FAX: 772-567-2292 Re m one channel 2 sites x 2 man-hrs) Page 5 of 9 Confidential 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 Retune combiner ( 2 sites x 2 hrs) Travel time to site (2 sites x 0.5 hrs) Repgm TU and CCM (2 sites x 2 hrs) Repgm alignment radio (1 hr) Test system (3 hrs) Control point team, voter and signals (2 sites x 8 man-hrs) Total 33 hours @ $82.5 per hour b. Project Management Coordination of personnel required for $ 2,500.00 infrastructure reband. Oversee & coord overall effort and on-going status meetings and documentation. 25 hours @ $100 per hour Coordinate with system engineer and $ 1,200.00 technical staff to verify compliance to FRA and SOW 12 hours @ $100 per hour Assemble final documentation of $ 800.00 infrastructure reband. Coordinate with incumbent, etc. for project completion documentation 8 hours @ $ 100 per hour c. Travel Costs Travel Costs, for infrastructure team from $ 990.00 Vero Beach. 2 men, 2 trips, 3 hours totaling 12 hours (12 hrs @ $82.50 per hour) Per Diem for Infrastructure team. $ 900.00 (2 men, 2 days @ $225.00 per day) III. Engineering and Verification Communications International, Inc (vendor) a. Planning Costs, if Required 4450 US Highway 1 Vero Beach, FL,, 32962 1. System Inventory Attn: Guy Stevens Page 6 of 9 Confidential Description of Work To Be Performed Payee (separately Estimated Cost(s) for identify Incumbent and Incumbent and each each Vendor being paid Vendor (Not to exceed for work performed) listed amount Phone: 772-569-5355 Coordinate with agencies included on the FAX: 772-567-2292 $ 1,800.00 system with assembling an estimated inventory. 18 hours @ $100 per hour 2. Implementation Plan Initial meetings, incl. travel. Preparing $ 5,400.00 coordination with Hillsborough and Pinellas Counties. Provide planning and coordination for the preparation of final proposal. Internal review and approvals. Respond to questions, revise documents and participate in negotiations and calls. 54 hours @ $100 per hour. Attend project meetings with client, $ 1,600.00 attorneys and other rebanding personnel. Includes travel for meetings on site. 16 hours @ $100 per hour IV. Contracts and Legal City of Clearwater $ 1,610.00 (incumbent) a. Legal Fees to Negotiate FRA 1900 Grand Ave. Clearwater, FL 33765 Legal fees to negotiate FRA and review of Attn: Rick Carnley contract Phone: 727-562-4891 35 hours @ $46 per hour IV. Contracts and Legal Shulman Rogers Gandal Pordy & Ecker, PA a. Legal fees to negotiate FRA and review (vendor) $ 12,000.00 of contract and preparing Closing 11921 Rockville Pike, documents Third Floor, 30 hours @ not to exceed $400 per hour Rockville MD 20852 Attn: Alan Tilles, Esq. b. FCC Licensing Work 301- 231-0930 Regulatory filings for 2 sets of $ 2,975.00 applications, consummation notices, rebanding deadline notices and deadline coordination. 17 hours @ $175 per hour c. Other Legal Fees Review of Closing Documents $ 750.00 Page 7 of 9 Confidential Description of Work To Be Performed Payee (separately Estimated Cast(s) for identify Incumbent and Incumbent and each each Vendor being paid Vendor (Not to exceed for work performed) listed amount) set fee @ $750 V. Other Costs City of Clearwater (incumbent) a. Other Project Management 1900 Grand Ave. Clearwater, FL 33765 Internal Project Management - retention of Attn. Rick Camley $ 1,250.00 outside counsel, contract review, Phone: 727-562-4891 attendance at meetings with counsel and vendor, SOW review, other meetings and calls. 25 hours @ $50 per hour b. Reimburse incumbent for programming $ 25,000.00 time for mobiles estimate 2 hrs per vehicle to include travel plus removal and installation of radio. 250 vehicles x 2hr x $50 per person V. Other Costs Communications a. Other Project Management International, Inc (vendor) 4450 US Highway 1 Prepare and assemble final project Vero Beach, FL, 32962 $ 800.00 documentation. Assist in project's final Attn: Guy Stevens reconciliation. Store and prepare all final Phone: 772-569-5355 documentation for audit. FAX: 772-567-2292 8 hours @ $100 per hour b. Contingency $ 11,486.50 Amendment -1 (New) Description of Work To Be Payee Estimated Cost(s) Performed 1. Contracts and Legal Costs (Vendor) + Radio audit and regulatory SRGPE $4,000.00 issues (10hrs @ $400.00 /hr = $4,000.00) Amended Cost Totals: City of Clearwater Incumbent $27,860.00 1900 Grand Ave. Clearwater, FL 33765 Attn: Rick Carnley Phone: 727-562-4891 Page 8 of 9 Confidential Communications International, Inc Vendor $296,319.00 4450 US Highway 1 Vero Beach, FL, 32962 Attn: Guy Stevens Phone: 772-569-5355 FAX: 772-567-2292 Shulman Rogers Gandal Pordy & Ecker, Vendor $19,725.00 PA 11921 Rockville Pike, Third Floor, Rockville MD 20852 Attn: Alan Tilles, Esq. 301-231-0930 Total Estimated Costs $343,904.00 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. If applicable, Incumbent further certifies, to the best of Incumbent's knowledge, that any vendor costs listed on Schedule C-1 are comparable to costs that vendor previously charged Incumbent for similar work. Signature: /V 61" "1 Print Name: Rick Carnley Title: Solid Waste/General Svc Asst rector _ Phone Number: E-mail Date: 727/562-4890 Rick.Carnley@myclearwater.com 10/20/10 Page 9 of 9