EQUIPMENT RECONFIGURATION OR REPLACEMENT94"als, @
HARRIS CORPORATION
221 Jefferson Ridge Parkway
Lynchburg, VA 24501
Phone: 434 455 9462
www.harris.com
October 14, 2010
City of Clearwater, Florida
112 S. Osceola Ave.
Clearwater, FL 33756-5103
Attn: William B. Horne, II
City Manager
Re: Equipment Reconfiguration or R placement Discussion under the Frequency Reconfiguration
Agreement dated October 24, 20 7, between the City of Clearwater, a municipal subdivision of the
State of Florida (the "City") and extel South Corp. ("Nextel South"), a wholly-owned indirect
subsidiary of Sprint Nextel Corp ration, a Kansas corporation (collectively, the "FRA")
Dear Mr. Horne:
The City has asked Harris Corporation, acting through its RF Communications Division ("Harris") to
assist the City in resolving a dispute between the City and Nextel South.
The City and Nextel South entered into the FRA in October 2007. Pursuant to the terms of the FRA,
Nextel South provided 486 new radios (the "Replacement Radios") to the City, at Nextel South's
expense, to replace 486 existing radios then owned by the City (the "Existing Radios"). The Replacement
Radios were installed in City vehicles and distributed to City personnel for official use. M/A-COM, Inc.,
a predecessor to Harris Corporation, :gold the 486 Replacement Radios to Nextel Operations, Inc. ("Nextel
Operations") pursuant to a Master Purchase Agreement between Nextel Operations and M/A-COM, Inc.
dated June 2, 2006 (the ".MPA"). In .May, 2009, Harris acquired the M/A-COM, Inc. business including
the M/A-COM business with the Cit and assumed the MPA from M/A-COM.
A dispute has arisen between Nextel South and the City whether it was necessary to replace the City's
486 Existing Radios with the Replacement Radios or whether instead the City's 486 Existing Radios
should have been reconfigured; Nextel South has asked the City to return the Replacement Radios (the
"Replacement Radios Return Request"). The City has refused.
The City believes that the decision to replace the Existing Radios (instead of reconfiguring these Radios)
was based in part on information provided by M/A-COM. Without agreeing with the City, Harris has
agreed to assist the City with the resolution of the dispute with Nextel South. The City, Nextel South and
Harris have reached an agreement and Nextel South has agreed to have Nextel Operations accept, on its
behalf, 386 new radios with EDACS software to be provided by Harris, at Harris' expense, on the City's
behalf (the "Resolution Radios"). In return for its receipt of the Resolution Radios, Nextel South will drop
its request that the City return the Replacement Radios. The specific models of the 386 Resolution Radios
with EDACS software to be provided by Harris to Nextel South are 129 M7100 mobile radios (Harris
Model No. MAHG-S8MXX with option MAHG-ED) and 257 P7100 portable radios (Harris Model No.
HT715OS81X with option HTED). In return for Harris providing the 386 Resolution Radios to Nextel
South and the City not having to return the Replacement Radios to Nextel South, the City has agreed to
pay to Harris One Hundred Thousand Dollars ($100,000) (the "City Funds"), which approximates the
total amount of funds the City would otherwise have had to expend to: (a) remove the Replacement
Radios from the City Vehicles; and (b) collect, pack and ship the Replacement Radios back to Nextel
South. Within five (5) days after this letter is countersigned by the City in the space provided below, the
assuradcommunications1m
?S0
HARRIS CORPORATION
221 Jefferson Ridge Parkway
Lynchburg, VA 24501
Phone: 434 455 9462
www.harris.com
City will deposit the City Funds into an escrow account established with Shulman, Rogers, Gandal, Pordy
& Ecker, P.A (the "Escrow Agent") in accordance with the terms of an escrow agreement between the
Escrow Agent, the City and Harris (the "Escrow Agreement"). Immediately following the receipt by the
City of written confirmation of the receipt of the Resolution Radios by Nextel Operations, the City shall
direct the Escrow Agent, in writing, to release and wire transfer the City Funds to Harris.
Both Harris and the City agree that this is a negotiated compromise of any existing or potential dispute
between the Harris and the City regarding the Replacement Radios Return Request and nothing in this
letter shall be considered an admission by either the City or Harris of any liability regarding the
Replacement Radios Return Request. Except for breaches of the express obligations set forth in this letter
which are not released, both Harris and the City (each a "Party") and their respective, as applicable,
officials, directors, officers, agents, representatives (including, without limitation, Communications
International, Inc.), attorneys, insurers and employees (collectively, the "Party Representatives"), upon
written confirmation to the City of the receipt of the Resolution Radios by Nextel Operations and the
transfer of the City Funds to Harris, release and forever discharge the other Party and its Party
Representatives from and against any and all actual or alleged claims, demands, causes of action, losses,
liabilities, costs and expenses which they now have, or which may at any time hereafter accrue, arising
out of or related to the Replacement Radios Return Request.
The agreement between the City and Harris set forth in this letter constitutes the entire agreement between
the Parties regarding the Replacement Radios Return Request and supersedes any and all other
agreements and negotiations, whether oral or in writing. The agreement between the City and Harris set
forth in this letter may not be modified or changed in any manner except by a jointly signed written
modification. Except as otherwise required by Florida law, the terms of the agreement set forth in this
letter shall remain confidential between the Parties and shall not be disclosed to a third party. The terms
of the agreement set forth in this letter shall be governed by the laws of the State of Florida. This letter
agreement may be executed in counterparts and by electronic signature. Each of said counterparts, when
so executed and delivered, shall be deemed an original of the one agreement.
[End of Text This Page]
assuredcommunicationsTM
R/ZSHARRIS CORPORATION
221 Jefferson Ridge Parkway
Lynchburg, VA 24501
Phone: 434 455 9462
www.harris.com
Please sign in the space below to indicate the City's agreement with the terms set forth in this letter and
return a signed copy to me on or before October 29, 2010. Harris appreciates the City's business and the
opportunity to amicably resolve this matter.
Sincerely,
HARRIS CORPORATION
acting through its RF Communications Division
By: (
Charles Shaughnessy
Vice President - LM Products
SEEN AND AGREED TO B
Countersigned: CITY OF CLEARWATER, FLORIDA
Frank V. Hibbard William B. Horne II
Mayor City Manager
°FryF
Approved as to form: Attest: C
Laura Mahony Rosemarie Call
Assistant City Attorney City Clerk
STATE OF FLORIDA )
COUNTY OF PINELLAS )
The foregoing instrument was acknowledged before me this 7 day of Oeteber, 2010, by
FRANK V. HMBARD, Mayor of the City of Clearwater, who is personally known to me.
OL;4L.-c, _Z - ?VZAr-?
Print/Type Name: ' /44de. 4 Raww e
Notary Public
QIANE E M,ANNI
My COMMISSION # D0952018
EXPIRES March 06, 2014
(407) 0163 FlorldaNate servloe=
e' ssur dcommunicaf/onS7M
?K?150
HARRIS CORPORATION
221 Jefferson Ridge Parkway
Lynchburg, VA 24501
Phone: 434 455 9462
www.harris.com
STATE OF FLORIDA )
COUNTY OF PINELLAS )
??. 1?t5Jerw?o.Rt
The foregoing instrument was acknowledged before me this ? day of ®ctatMr, 2010, by
WILLIAM B. HORNE II, City Manager of the City of learwater, who is personally known to me.
T
Print/Type Name:
Notary Public
SANDRAHARRIGER
MY C0Iv1M15S10N # DD733691
EXPIRES: January 04.2012
.
S. Nonuy Discount jk ew' Co
-,-TART
1-800
assuredcommunicationsTM