HomeMy WebLinkAboutResolution - 2008-R0281 - Professional Services Agreement - Nextel Of Texas, Inc. - 08_12_2008Resolution. No. 2008-RO281
August 12, 2008
Item No. 5.27
RESOLUTION
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF LUBBOCK:
THAT the Mayor of the City of Lubbock or his designee BE and is hereby
authorized and directed to execute for and on behalf of the City of Lubbock, a Frequency
Reconfiguration Agreement by and between the City of Lubbock and Nextel of Texas,
Inc., and related documents, to provide certain professional services in connection with
the FCC -mandated reconfiguration of the 800Mhz radio frequencies. Said Frequency
Reconfiguration Agreement is attached hereto and incorporated in this resolution as if
fully set forth herein, and shall be included in the minutes of the City Council.
Passed by the City Council this 12th day of , August 2008.
el'_�A
TOM MARTIN, MAYOR
ATTEST:
Rebecc Garza, City Secretary
APPROVED AS TO CONTENT:
C/�._� <7"t
MarkkYe4wood, Assis t City Manager,
Chie Information Officer
APPROVED AS TO FORM:
Matthew J. Plache
Catalano & Plache, PLLC
CONFIDENTIAL
Resolution No. 2008—RO281
FREQUENCY RECONFIGURATION AGREEMENT
THIS FREQUENCY RECONFIGURATION AGREEMENT (this "Agreement") is made as of this
12th day of August , 2008 ("Effective Date"), by and between the City of
Lubbock, a political subdivision of the State of Texas ("Incumbent"), and Nextel of Texas, Inc.
("Nextel"), a wholly owned indirect subsidiary of Sprint Nextel Corporation, a Kansas corporation (each
is referred to in this Agreement as a "Party" and collectively 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, but only to the
extent that the Transition Administrator may have authority to issue any binding actions and
only to the extent that the Communications Act of 1934 may authorize the FCC to delegate
such authority to the Transition Administrator ("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, Incumbent and Nextel are licensed on frequency allocations subject to
Reconfiguration.
D. Pursuant to the Order, Nextel is required to and will pay Incumbent the reasonable and
prudent amount necessary 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.
FOR GOOD AND VALUABLE CONSIDERATION, THE RECEIPT OF WHICH IS HEREBY
ACKNOWLEDGED, THE PARTIES AGREE AS FOLLOWS:
AGREEMENT
1. Freuuencies 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"). 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, Nextel must (i) vacate and
otherwise clear the Replacement Frequencies, (ii) assign and transfer the Replacement Frequencies to
Incumbent free, clear and unencumbered, (iii) provide Incumbent facilities comparable to those presently
in use on the Replacement Frequencies, and (iv) pay the minimum reasonable and prudent costs necessary
for Incumbent to relocate to the Replacement Frequencies without substantial disruption in operations.
Pursuant to the Order, Incumbent must relinquish the Incumbent Frequencies and relocate its system to
the Replacement Frequencies.
2. Frequency Reconfiguration Process:
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(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 or Nextel will cause the
creation of a new FCC license for Incumbent that includes the Replacement Frequencies; (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, to effect the surrender of such
frequencies having a transmission point within a fifty-five (55) mile radius of the coordinates of the
Replacement Frequencies, and 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. § 96.621(b) ("Section 90.621(b)"), as such rule may be
amended from time to time by the FCC.
(b) The Parties agree that Nextel and the Incumbent will make the FCC assignment filings for the
Replacement Frequencies on a future date to be determined by the Parties through mutual agreement, as
provided in Section 5(iii). The Incumbent reserves the right to make its own FCC filings for the
Replacement Frequencies 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.
3. Reconfieuration Costs:
(a) Acknowledgement of Obligations.
(i) The Parties acknowledge Nextel's obligations under the Order to pay the minimum
reasonable and prudent costs necessary to provide Incumbent a reconfigured system that is "comparable" for
purposes of the Order to Incumbent's existing system.
(ii) Incumbent acknowledges that the cost estimate set forth in Schedule C (the "Cost
Estimate") and the equipment set forth on Schedule D, sets forth Incumbent's best estimate of the minimum
reasonable and prudent costs, work and equipment required to reconfigure Incumbent's existing facilities to
comparable facilities that will operate on 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").
(i) Prior to the Closing Date, Incumbent will submit to Nextel documentation (including
invoices, receipts, and timesheets or equivalent documentation) demonstrating the actual costs that
Incumbent reasonably incurred or paid to other entities to reconfigure Incumbent's system ("Actual
Costs"). Upon receipt by Nextel of documentation of the Actual Costs, Nextel will issue a statement to
Incumbent ("Reconciliation Statement") and Nextel and Incumbent will reconcile the Actual Costs
against the payments made by Nextel to Incumbent identified on Schedule C) (the "Reconciliation"). The
Reconciliation Statement will identify what the Parties agree upon as the amount of any additional
payments (subject to Section 8) due to Incumbent or any refunds due to Nextel. The date of receipt by
Nextel of Incumbent's signed Reconciliation Statement is the "Reconciliation Date".
(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.
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(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 which result from any Change Notice prior to the Reconciliation Date or an
excess of Actual Costs over the Cost Estimate, as agreed on the Reconciliation Date, will be disbursed to
Incumbent and/or its vendors 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. Loaned 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". 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 good working order to Incumbent in accordance with Schedule D. Any
Loaned Reconfiguration Equipment will be picked up by Nextel from Incumbent prior to the
Reconciliation Date. 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.
5. Retuning Cooperation For purposes of this Section, the "Current Program
Completion Date" shall mean June 26, 2008 or such other date as may be established by the FCC for
the completion of the Reconfiguration. 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: (a)
sixty (60) days from the Effective Date of this Agreement, or (b) 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 (c) 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.
6. Representations and Warranties: Each Party represents and warrants to the other as follows:
(i) it is duly organized, validly existing and in good standing under the laws of the state of its
incorporation;
(ii) this Agreement has been duly authorized and approved by all required organizational action
of the Party;
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(iii) 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;
(iv) it is the lawful and exclusive FCC licensee of its 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;
(v) 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
(vi) 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 Replacement
Frequencies.
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), 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 26
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 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 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 26.
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9. Closin : 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 Costs 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 pursuant to section 2 of this Agreement (vi) the refund to
Nextel or payment to Incumbent as described in Section 3(b)(ii), (if applicable); (vii) the acceptance by
Incumbent of the reconfigured system operating on the Replacement Frequencies as comparable to the
Incumbent's pre -reconfiguration system for purposes of the Order, (viii) the payment of any costs by
Nextel to Incumbent and its Vendors due hereunder or the payment of any refunds by Incumbent to
Nextel due hereunder, and (ix) 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;
(c) completion or occurrence of the tasks and events set forth in Section 9;
(d) 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"); and
(e) 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 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. As used in this provision, "records" includes books,
documents, accounting procedures and practices and other data regardless of type and regardless of
whether such items are in written form, in the form of computer data or in any other form. If , in order to
enable the Transition Administrator to comply with its audit obligations under the Order, the Transition
Administrator initiates an audit of the costs that Incumbent has expended in connection with the
Reconfiguration contemplated by this Agreement, Nextel will reimburse Incumbent for those costs
incurred by Incumbent in satisfying its obligations under this Section 11 where Nextel is required to do so
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pursuant to the Order; provided, however, Incumbent shall submit to Nextel documentation (including
without limitation invoices, receipts, and timesheets or equivalent documentation) demonstrating such
costs and Nextel shall reimburse Incumbent for such costs within thirty (30) days after receiving such
documentation. This Section will survive closing or termination of this Agreement.
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: To the extent not inconsistent with applicable state law, the terms of this
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 Replacement Equipment to allow for the provisioning of that equipment to
Incumbent (but only to the extent such disclosure specifically relates to that manufacturers equipment as
identified on Schedule D), and (iv) to a Vendor (but only to the extent such disclosure specifically relates
to that Vendor's work and costs under this Agreement (as identified on Schedule C) 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. Reserved.
16. 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.
17. No Gratuities: 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.
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18. 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.
19. Vendor Performance Issues: Incumbent will select and contract directly with 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 to perform its obligations under any contract entered into
between Incumbent and such Vendor in connection with the Reconfiguration contemplated by this
Agreement.
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 "Replacement Equipment"), then (i) title to the
equipment replaced by the 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 thirty (30) days deliver the Nextel Replaced Equipment to Nextel at Nextel's costs
and pursuant to Nextel's instructions. Title to Replacement Equipment provided by Nextel will pass to
Incumbent at Closing and 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 return to Nextel those items of the Replacement Equipment that would have replaced the
Nextel Replaced Equipment not returned, in new condition within thirty (30) days of receipt of the
Replacement Equipment. If Incumbent fails to return any item of the Nextel Replaced Equipment to
Nextel under this Section 20(b) and a Product Typical Value is set forth in Schedule E for the item of
Replacement Equipment then either: (i) Nextel will deduct the Product Typical Value (as set forth in
Schedule E) for those items of 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; (ii) Incumbent must pay Nextel the
Nextel Equipment Refund prior to the Closing Date (if no final payment is due to Incumbent; or
(iii) Nextel will deduct the portion of the Nextel Equipment Refund up to the value of the final payment
due to Incumbent and Incumbent must pay Nextel the remaining Nextel Equipment Refund not covered
by the final payment prior to the Closing Date (If the final payment due Incumbent is less than the Nextel
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 period 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 filing FCC documents) to return the status quo ante on the date of this Agreement. In the event
of termination, Nextel shall pay all costs associated with the return to the status quo ante as well as all of the
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costs of Reconfiguration agreed to hereunder incurred by Incumbent and its Vendors up to the date of
termination except if such termination was due to an uncured material breach by Incumbent.
22. Attorney's Fees: Each Party will bear its own costs in any legal proceedings brought by a
Party to enforce its rights under this Agreement against the other Party.
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:
If to Incumbent, to:
If to Nextel, to:
City of Lubbock
Nextel of Texas, Inc.
302 Municipal Drive (PO Box 2000)
c/o Nextel Communications, Inc.
Lubbock, TX 79457
2001 Edmund Halley Drive
Reston, VA 20191
Attn: Heather P. Brown, Esq.
Phone: (703) 433-4000
Fax: (703) 433-4483
With a copy that shall not constitute Notice: I With a copy that shall not constitute Notice:
Matthew J. Plache
Catalano & Plache, PLLC
1054 3Is' Street, NW, Suite 425
Washington, DC 20007
Telephone: 202-33 8-3200
Nextel Communications, Inc.
6575 The Corners Parkway
Norcross, GA 30092
Attn: William Jenkins, VP Spectrum Resources
Phone: (770) 326-7484
Fax: (678) 405-8252
24. Assienment: 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.
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: 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
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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 Texas 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.
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:
City of Lubbock
By:
Name: Tom Martin
Title: Mayor
ATTEST:
� n C'
�.�1� '- 9
Rebjkca Garza
City Secretary
APPROVED AS TO CONTENT
MarYeafwodd
Assistant City Manager
APPROVED AS TO FORM:
// 1�0 f\)'1' '-, q
Matthew J. Plache
Catalano & Plache, PLLC
NEXTEL:
Nextel of Texas,
By: v--
Name: WILLIAM M INKINS
AUTHORIZED SIGNATORY
Title:
Lubbock FRA v i 5-14-08.doc
9 of 30
CONFIDENTIAL
WPIQ268
866.5125
LUBBOCK,
Lubbock,
1
3/8/01
33' 31' 20'
101' 55' 22'
CITY OF
TX
N
W
WPI0268
866.5125
LUBBOCK,
Lubbock,
1
3/8/01
33' 36' 5.3'
101' 50'
CITY OF
TX
N
16.6' W
WPI0268
867.0125
LUBBOCK,
Lubbock,
1
3/8/01
33' 31' 20'
101' 55' 22'
CITY OF
TX
N
W
WPIQ268
867.0125
LUBBOCK,
Lubbock,
1
3/8/01
33' 36' 5.3'
101' 50'
CITY OF
TX
N
16.6' W
WPI0268
867.5125
LUBBOCK,
Lubbock,
1
3/8/01
33' 36' 5.3'
101' 50'
CITY OF
TX
N
16.6' W
WPI0268
867.5125
LUBBOCK,
Lubbock,
1
3/8/01
33' 31' 20'
101' 55' 22'
CITY OF
TX
N
W
WPI0268
868.0125
LUBBOCK,
Lubbock,
1
3/8/01
33' 31' 20'
101' 55' 22'
CITY OF
TX
N
W
WPI0268
868.0125
LUBBOCK,
Lubbock,
1
3/8/01
33' 36' 5.3'
101' 50'
CITY OF
TX
N
16.6' W
11 of 30
Lubbock FRA v 1 5-14-08.doc
CONFIDENTIAL
Resolution No. 2008-RO281
SCHEDULE A
Incumbent Frequencies
Incumbent's Name: City of Lubbock
Incumbent Assigns to Nextel:
CALLSIGN
Frequencies
Licensee
Location
# of
Issue
Lat (N)
Long
Frequencies
Date
(W)
WPFW709
860.2375
LUBBOCK,
Lubbock,
1
8/11/04
33' 31'
101' 52' 8.6'
CITY OF
TX
33.3' N
W
WPFW709
860.2375
LUBBOCK,
Lubbock,
1
8/11/04
33' 31'
101' 55'
CITY OF
TX
20.3' N
21.6' W
WPFW709
860.2375
LUBBOCK,
Lubbock,
1
8/11/04
33' 36' 5.3'
101' 50'
CITY OF
TX
N
16.6' W
WPFW709
860.2375
LUBBOCK,
Lubbock,
1
8/11/04
33' 32' 3.3'
101' 47' 9.6'
CITY OF
TX
N
W
WPFW709
860.4875
LUBBOCK,
Lubbock,
1
8/11/04
33' 31'
101' 52' 8.6'
CITY OF
TX
33.3' N
W
WPFW709
860.4875
LUBBOCK,
Lubbock,
1
8/11/04
33' 31'
101' 55'
CITY OF
TX
20.3' N
21.6' W
WPFW709
860.4875
LUBBOCK,
Lubbock,
1
8/11/04
33' 36' 5.3'
101' 50'
CITY OF
TX
N
16.6' W
WPFW709
860.4875
LUBBOCK,
Lubbock,
1
8/11/04
33' 32' 3.3'
101' 4T 9.6'
CITY OF
TX
N
W
WPFW709
860.7375
LUBBOCK,
Lubbock,
1
8/11/04
33' 32' 3.3'
101' 4T 9.6'
CITY OF
TX
N
W
WPFW709
860.7375
LUBBOCK,
Lubbock,
1
8/11/04
33' 31'
101' 55'
CITY OF
TX
20.3' N
21.6' W
WPFW709
860.7375
LUBBOCK,
Lubbock,
1
8/11/04
33' 31'
101' 52' 8.6'
CITY OF
TX
33.3' N
W
WPFW709
860.7375
LUBBOCK,
Lubbock,
1
8/11/04
34' 10'
102' 54'
CITY OF
TX
33.3' N
28.8' W
WPFW709
860.7375
LUBBOCK,
Lubbock,
1
8/11/04
33' 36' 5.3'
101' 50'
CITY OF
TX
N
16.6' W
WPFW709
860.9875
LUBBOCK,
Lubbock,
1
8/11/04
33' 31'
101' 55'
CITY OF
TX
20.3' N
21.6' W
WPFW709
860.9875
LUBBOCK,
Lubbock
1
8/11/04
33' 36' 5.3'
101' 50'
CITY OF
TX
N
16.6' W
WPFW709
860.9875
LUBBOCK,
Lubbock,
1
8/11/04
33' 32' 3.3'
101' 4T 9.6'
CITY OF
TX
N
W
WPFW709
860,9875
LUBBOCK,
Lubbock,
1
8/11/04
33' 31'
101' 52' 8.6'
CITY OF
TX
33.3' N
W
WPIQ268
866.0125
LUBBOCK,
Lubbock,
1
3/8/01
33' 31' 20'
101' 55' 22'
CITY OF
TX
N
W
WPIQ268
866.0125
LUBBOCK,
Lubbock,
1
3/8/01
33' 36' 5.3'
101' 50'
CITY OF
TX
N
16.6 W
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Lubbock FRA v 1 5-14-08.doc
CONFIDENTIAL
Resolution No. 2008-RO281
SCHEDULE B
Replacement Frequencies
Incumbent's Name: City of Lubbock
Nextel Assigns to Incumbent:
Replacement
Lat
Long
ERP
Gnd
Ant.
New
Location
New Call
Frequencies
(N)
(V)
(W)
Elev
Height
Licensee
Sign
ft
ft
851.0125
33' 31
101' 55'
444
3225 ft
300 ft.
LUBBOCK,
Lubbock, TX
WPIQ268
20 N
22 W
CITY OF
851.0125
33' 36'
101' 50'
444
3199 ft.
300 ft.
LUBBOCK,
Lubbock, TX
WPIQ268
5.3 N
16.6 W
CITY OF
851.5125
33' 31'
101' 55'
444
3225 ft.
300 ft.
LUBBOCK,
Lubbock, TX
WPIQ268
20 N
22 W
CITY OF
851.5125
33' 36'
101' 50'
444
3199 ft.
300 ft.
LUBBOCK,
Lubbock, TX
WPIQ268
5.3 N
16.6 W
I
CITY OF
852.0125
33' 31'
101' 55'
444
3225 ft.
300 ft.
LUBBOCK,
Lubbock, TX
WPIQ268
20 N
22 W
I CITY OF
852.0125
33' 36'
101' 50'
444
3199 ft.
300 ft.
LUBBOCK,
Lubbock, TX
WPIQ268
5.3 N
16.6 W
CITY OF
852.5125
33' 31'
101' 55'
444
3225 ft.
300 ft.
LUBBOCK,
Lubbock, TX
WPIQ268
20 N
22 W
I
CITY OF
852.5125
33' 36'
101' 50'
444
3199 ft.
300 ft.
LUBBOCK,
Lubbock, TX
WPIQ268
5.3 N
16.6 W
CITY OF
853.0125
33' 31'
101' 55'
444
3225 ft.
300 ft.
LUBBOCK,
Lubbock, TX
WPI0268
20 N
22 W
I CITY OF
853.0125
33' 36'
101' 50'
444
3199 ft.
300 ft.
LUBBOCK,
Lubbock, TX
WPIQ268
5.3 N
16.6 W
CITY OF
854.0125
33' 31'
101' 55'
444
3225 ft.
499 ft.
LUBBOCK,
Lubbock, TX
WPFW709
20.3 N
21.6 W
I
CITY OF
854.0125
33' 31'
101' 52'
348
3225 ft.
722 ft.
LUBBOCK,
Lubbock, TX
WPFW709
33.3 N
8.6 W
CITY OF
854.0125
33' 32'
101' 47'
475
3150 ft.
518 ft.
LUBBOCK,
Lubbock, TX
WPFW709
3.3 N
9.6 W
CITY OF
854.0125
33' 36'
101' 50'
444
3199 ft.
318 ft.
LUBBOCK,
Lubbock, TX
WPFW709
5.3 N
16.6 W
CITY OF
854.4125
33' 31'
101' 55'
444
3225 ft.
499 ft.
LUBBOCK,
Lubbock, TX-
WPFW709
20.3 N
21.6 W
CITY OF
854.4125
33' 31'
101' 52'
348
3225 ft.
722 ft.
LUBBOCK,
Lubbock, TX
WPFW709
33.3 N
8.6 W
CITY OF
854.4125
33' 32'
101' 47'
475
3150 ft
518 ft.
LUBBOCK,
Lubbock, TX
WPFW709
3.3 N
9.6 W
CITY OF
854.4125
33' 36'
101' 50'
444
3199 ft.
318 ft.
LUBBOCK,
Lubbock, TX
WPFW709
5.3 N
16.6 W
CITY OF
854.6625
33' 31'
101' 55'
444
3225 ft.
499 ft.
LUBBOCK,
Lubbock, TX
WPFW709
20.3 N
21.6 W
CITY OF
854.6625
33' 31'
101' 52'
348
3225 ft.
722 ft.
LUBBOCK,
Lubbock, TX
WPFW709
33.3 N
8.6 W I
CITY OF
854.6625
33' 32'
101' 47'
475
3150 ft.
518 ft.
LUBBOCK,
Lubbock, TX
WPFW709
3.3 N
9.6 W
CITY OF
854.6625
33' 36'
101' 50'
444
3199 ft.
318 ft.
LUBBOCK,
Lubbock, TX
WPFW709
5.3 N
16.6 W
CITY OF
856.5875
33' 31'
101' 55'
444
3225 ft.
499 ft.
LUBBOCK,
Lubbock, TX
WPFW709
20.3 N
21.6 W
CITY OF
856.5875
33' 31'
101' 52'
348
3225 ft.
722 ft
LUBBOCK,
Lubbock, TX
WPFW709
33.3 N
8.6 W
CITY OF
856.5875
33' 32'
101' 47'
475
3150 ft.
518 ft.
LUBBOCK,
Lubbock, TX
WPFW709
3.3 N
9.6 W
CITY OF
856.5875
33' 36'
101' 50'
444
3199 ft.
I
318 ft.
LUBBOCK,
Lubbock, TX
WPFW709
5.3 N
16.6 W
I
CITY OF
Lubbock FRA v 1 5-14-08.doc
Page 12 of 30
CONFIDENTIAL
856.5875 34' 10' 1 102' 54' 444 3901 ft. 1 325 ft. LUBBOCK, Lubbock, TX WPFW7os
33.3 N 1 28.8 W I CITY OF
13 of 30
Lubbock FRA v 15-14-08.doc
CONFIDENTIAL
Resolution No. 2008—RO281
SCHEDULE C
800 MHZ RECONFIGURATION
COST ESTIMATE — CERTIFIED REQUEST
Incumbent's Name: City of Lubbock, TX
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
$23,327.44 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
Cost(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.
1. System Description: The City of Lubbock operates a 24-channel M/A-Com EDACS trunked radio
system on which three channels will be rebanded. The EDACS system is made up of two sites: A
Primary site and a backup site at a 2' d location. The City may select one site over the other in the event of
failure. There is legacy equipment operational at the site and these pieces of equipment are frequency
sensitive.
They also operate a 5-channel, one -site NPSPAC Mutual Aid system that will be rebanded.
There are 2,938 Terminal units with 60 Control Stations associated with these transmit sites. There are
23 separate agencies (see Table 1) using this system. They utilize technology to allow connection to
various fire facilities on VHF channels that are tied directly to the System Switch.
Also affected by rebanding is a SCAT Site (Single Channel Autonomous Trunking) and a single -
channel Motorola mobile data site using the same frequency as channel 9 of the EDACS system. This
system and its 260 users are affected by rebanding and will be part of the system change.
Table 1 -- Agencies on the City of Lubbock system:
LUBBOCK P.D
TEXAS ALCOHOL AND TOBACCO
TABC
LUBBOCK F.D
SOUTH PLAINS AUTO TASK FORCE
LUBBOCK PUBLIC WORKS
DEPT PUBLIC SAFETY COUNTY WIDE)
Lubbock FRA v 1 5-14-08.doc
Page 14 of 30
CONFIDENTIAL
CITIBUS MASS TRANSIT
PSAPS 911 DISTRICT
LUBBOCK E.O.0
REGIONAL WIDE INTEROPERABILITY
LUBBOCK COUNTY SHERIFF OFF
IDALOU PD
LUBBOCK EMS
IDALOU FD
SHALLOWATER PD
IDALOU PUBLIC WORKS
SHALLOWATER FD
COOPER ISD
NEW DEAL PD
LUBBOCK LISD
WOLFFORTH PD
FRENSHIP ISD
WOLFORTH EMS
The following equipment is located at the Sites
The following equipment is located at the Sites
Primary EDACS Site, 301 E. 23rd Street - TR1242672
• 24 EA. — MASTR III Repeaters
• 2 EA. — Decibel DB 8062G-10, Combiner
• 1 EA — Decibel DB8062F- 5, Combiner
• 1 EA — DB Spectra DB8980-P Tower Top Amplifier
• 1 EA — DB Spectra 8524-102W RX Multicoupler, 24 Port
Backup EDACS Site — 302 Municipal Drive
• 24 EA. — MASTR III Repeaters
• 1 EA. — Decibel DB8062G-10, Combiner
• 1 EA. — Decibel DB 806217-10, Combiner
• 1 EA — Decibel DB8062F- 5, Combiner
• 1 EA — DB Spectra DB8980-P Tower Top Amplifier
• 1 EA — DB Spectra 8524-102W RX Multicoupler, 24 Port
SCAT Site, 8.05 Km S. Hwy 1731 from Hwy 1760 Muleshoe
• 1 EA. — MASTR III Repeater
• 1 EA. — Decibel DB-4090-A Duplexer
MCS Site, 6501 SE Drive, Loop 289, S/E Drive
• 1 EA. — Motorola Quantar Repeater
• 1 EA. — Decibel TDF-6980A Duplexer
Mutual Aid Site, 302 Municipal Drive
• 2 EA MASTR III Repeaters
• 3 EA Quantar Repeaters
• 1 EA. — DB-8062F-5A Combiner
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Lubbock FRA v 1 5-14-08.doc
CONFIDENTIAL
Subscriber Units
The City of Lubbock has many different models of mobile and portable radios on the system. 392 of the
radios will be replaced and the balance will be reprogrammed during rebanding.
Table 1
{
4
� � � 7• C'�.e�-ems
16 of 30
Lubbock FRA v 1 5-14-08.doc
CONFIDENTIAL
The City of Lubbock's Dispatch and CEC (Console Electronics Controller) equipment will not be
affected by rebanding.
The maior system elements to be reconfgured are summarized in the table below:
Base station frequencies
50
27
- Voice channels
N/A
N/A
- Home/Control channels
50
27
Repeater sites
4
4
Other sites remote recv, BDA
N/A
N/A
Subscriber units retuned
2,938
2,938
Subscriber units reprogrammed
N/A
N/A
Subscriber units replaced
392
392
Entities operating on the
system
23
23
2. Reconfiguration Milestones:
3. Imnlementation Plan: The attached Implementation Plan and associated deliverables describe the
reconfiguration implementation plan resulting from funds expended under the Planning Funding
Agreement dated September 14, 2007.
Pre -tuning Performance testing
Prior to rebanding the infrastructure, system performance will be quantified by parametric testing of the
repeaters and RF Combiners and RF subsystems.
Reprogram and or Replace Mobile and Portable Units
1. Develop 536 new personalities with City of Lubbock (COL) personnel. COL justified large
number of personalities are needed because of the many entities with multiple radio departments
in use.
2. Remove three affected Base Station Channels from operation and leave down until all radios are
reconfigured and Repeaters are retuned and ready for use.
3. Remove non-rebandable radios and replace with new units.
a. 20 Portable Radios
b. 372 Mobile Radios
4. Develop final reprogramming schedule with Lubbock personnel
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CONFIDENTIAL
5. Reprogram all radios
Reprogram Data Mobile Units
1. Reprogram all of the data modem equipped units for the new frequency of the data base station
2. The City Radio technicians will reprogram all 600 MCS radios.
1. Test data base station for proper performance and operation on the new frequency. The City
will perform this task.
Reconfigure Mutual Aid Site (302 Municipal Drive)
1. DWC will reband the City of Lubbock's Mutual Aid using the existing two MASTR III repeaters
and three Quantar repeaters installed with back to back MASTR III repeaters
2. Install 5 back to back repeaters using a design allowing a hybrid coupler to connect the output of
the old channel and new channel combiners to the existing transmit antenna
3. Test the operation of the existing repeaters
4. Install Sprint supplied five back to back Mutual Aid repeaters and combiner
5. Test operation of back to back repeater in repeat mode for interference and functionality
6. Test the back to back repeater for functionality to insure operator control and console functions
Reconfigure SCAT Site (Muleshoe - 8.05 Km S. Hwy 1731 from Hwy 1760)
1. Measure Transmit and Receive performance prior to rebanding
2. Disable SCAT Channel
3. Retune MASTR III Repeaters.
4. Perform alignment on reconfigured repeaters.
5. Test and Verify Performance
6. Enable retuned channel
Reconfigure MCS Site
1. DWC will measure Transmit and Receive performance prior to rebanding.
2. Sprint will provide loaned combiner pre -tuned to new operating frequency.
3. DWC will remove the MCS site from operation by disabling the Data Channel
4. Re -tune Data Repeater and perform alignment on reconfigured repeater
5. Test and Verify Performance
6. DWC will install pre -tuned combiner and re -enable retuned repeater.
3. Return old combiner to sprint.
Reconfigure Primary Site 1 (301 E. 23'd Street)
1. Measure Transmit and Receive performance prior to rebanding
2. Obtain pre -tuned Combiners from Sprint
3. Disable Channels 9, 10, and 19 (1-20 serpentine cable, 21-24 Straight)
4. Retune MASTR III Repeaters
5. Replace 10 Channel Combiners
6. Perform alignment on reconfigured repeaters
7. Test and Verify Performance
8. Enable retuned channels
9. Test and Verify Performance
Reconfigure Back-up Site (302 Municipal Drive)
2. Measure Transmit and Receive performance prior to rebanding
3. Obtain pre -tuned Combiners from Nextel
4. Disable Channels 9, 10, and 19 (lthru 10 serpentine) (I I thru 24 Straight)
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Lubbock FRA v 1 5-14-08.doc
CONFIDENTIAL
5. Retune MASTR III Repeaters
6. Replace 10 Channel Combiners
7. Perform alignment on reconfigured repeaters
8. Test and Verify Performance
7. Enable retuned channels
After all Lubbock Region Mutual Aid has been reprogrammed:
Remove Loaner Equipment at Mutual Aid Site (302 Municipal Drive)
1. Disable all control circuitry for old frequency repeaters
2. Remove back to Back repeaters
3. Test channel for full control and functionality
4. Return loaner equipment to Sprint
4. Cost Estimate:
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 workperformed)
listed amount
City of Lubbock, TX— Internal Costs
City of Lubbock
$46,654.88
302 Municipal Drive
$46,654.88
Lubbock, TX 79457
Attention: Jack Morrison
Note: See attached Exhibit C for
806-775-2326
breakdown of Costs
Dailey & Wells Communications
Dailey & Wells
$718,970.00
Communications (Vendor)
$718,970.00
3440 E. Houston Street
San Antonio, TX 78219
Note: See attached Exhibit C for
Attention: Ed Gelsone
breakdown of Costs
(210)893-6508
Catalano & Plache
Catalano & Plache
$29,750.00
(Vendor)
$29,750.00
1034 3 1 " Street, NW,
Suite 425
Note: See attached Exhibit C for
Washington DC, DC
breakdown of Costs
20007
Al Catalano
(202) 338-1700
Total Estimated Costs
$795,374.88
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Lubbock FRA v 1 5-14-08.doe
CONFIDENTIAL
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 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 coinparable to c is pr viously charged by each such vendor to Incumbent.
Signature:
Print Name: Mar Yearw od
Title: Assistant City Manager
Phone Number: R06-775-2355
E-mail myearwoodna.ci.1ubbock.tx.us
Date: 7/31/2008
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Lubbock FRA v 1 5-14-08.doc
CONFIDENTIAL
Resolution No. 2008—RO281
SCHEDULED
LUBBOCK-, CITY OF, TX PH II
1) Loaned Reconfiguration Equipment (provided by Nextel)
Quandty
Manufacturer
Description
Model Number
New/Used
5
M/A-COM
ABLE ASSEMBLY,FTD W
19D903880P250
New
ONN,AWG24,3FT
able, RX Antenna, No Relay, No
5
M/A-COM
u lexor
SXCJ5E
New
1
dbS ectra
10 CHANNEL COMBINER
DB8062FIO-B
New
1
Ant. Spec.
RX Multicou ler
ACRA2710
Used
1
MILCOM
TRack
Rack?
Used
5
M/A-COM
Station Conv. MSTR III, 806-870
SX8MCX-BOM
Used
hz, 100W
2) Replacement Equipment (provided by Nextel)
Quantity
Manufacturer
Description
Model Number
New/Used
4
dbS ectra
10 CHANNEL COMBINER
DB8062FIO-B
New
2
M/A-COM
P71701P - System, 806-870 MHz
HT717OT81X
New
6
M/A-COM
P71501P - Scan, 806-870 MHz
HT715OS81X
New
FEATURE PACKAGE, EDACS
8
M/A-COM
TRUNKING OPERATION (includes
HTED
New
Conventional operation)
8
M/A-COM
ANTENNA, 806-870 MHZ, WHIP
HTNCIK
New
6
M/A-COM
BATTERY, NICD, HIGH
HTPA7V
New
APACITY
2
M/A-COM
BATTERY, NICD, HIGH
HTPA9N
New
APACITY
2
M/A-COM
FEATURE, EDACS DATA
HTPL3X
New
ICROPHONE, LAPEL Includes
8
M/A-COM
Rubber PTT Button, Emergency
HTAE7A
New
Button, 2-Position Volume Control,
and Earphone Jack
8
M/A-COM
CASE, LEATHER, WITH BELT
HTHC7N
New
OOP & SWIVEL
8
M/A-COM
MANUAL MAINTENANCE,
MM800HT
New
71001P SERIES, 800 MHZ
8
M/A-COM
CHARGER, DESK, RAPID, 120/230
HTCH9E
New
AC
12
M/A-COM
P5150 - 806-870 MHz
MAHM-S8DXX
New
12
M/A-COM
ANTENNA, 806-870 MHZ, WHIP
MAHM-NC1K
New
24
M/A-COM
BATTERY, NIMH, EXTRA HIGH
MAHM-PA9P
New
APACITY
12
M/A-COM
BELT CLIP, METAL
MAHM-HC7P
New
12
MIA-COM
MANUAL, MAINTENANCE, P5100
MAMM-80OHM
New
SERIES, 800 MHZ
378
M/A-COM
M71001P - 806-870 MHz, 35W
MAHG-S8MXX
New
FEATURE PACKAGE, EDACS
378
MIA-COM
TRUNKING OPERATION (includes
MAHG-ED
New
Conventional operation)
299
M/A-COM
OONTRTOL UNIT, SYSTEM, FRONT
MAHG-CP7V
New
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16
M/A-COM
OONUTNROL UNIT, SCAN, REMOTE
MAHG-CP7W
New
3
M/A-COM
CONTROL UNIT, SCAN, FRONT
MAHG-CP7U
New
MNT
3
M/A-COM
MICROPHONE, NOISE
MAHG-MC5L
New
CANCELING
60
MIA-COM
MICROPHONE, DESK
MAHG-MC5A
New
315
MIA-COM
MICROPHONE, MOBILE
MAHG-MC7T
New
16
M/A-COM
T, ACCESSORY, REMOTE
MAHG-ZN5X
New
MOUNT, 50W TX AND BELOW
302
M/A-COM
T, ACCESSORY FRONT
MAHG-ZNSW
New
MOUNT, 50W TX AND BELOW
60
M/A-COM
FEATURE, EDACS DATA
MAHG-PL3X
New
60
M/A-COM
FEATURE, STATUS/MESSAGE
MAHG-TS
New
AND RADIO TEXTLINK
60
M/A-COM
CABLE, DATA INTERFACE
MAHG-CL1X
New
DESKTOP BASE, TONE REMOTE
60
M/A-COM
AND CLOCK/VU METER (4-
DSDX06
New
Channel Tx/Rx only)
3) Replaced Equipment (to be delivered to Nextel prior to Closing)
Quantity
Manufacturer
Description
Model Number
4
dbS ectra
10 CHANNEL COMBINER
DB8062 10-
2
M/A-COM
MPAS stem Portable Radio
PAZTDX
6
MIA-COM
MPA Scan Portable Radio
PAZTDX
8
MIA-COM
ANTENNA, 806-870 MHZ, WHIP
6
M/A-COM
BATTERY, NICD, HIGH CAPACITY
2
M/A-COM
BATTERY, NICD, HIGH CAPACITY
ICROPHONE, LAPEL Includes Rubber
8
M/A-COM
PTT Button, Emergency Button, 2-Position
Volume Control, and Earphone Jack
8
M/A-COM
CASE, LEATHER, WITH BELT LOOP &
SWIVEL
8
MIA-COM
CHARGER, DESK, RAPID, 120/230 VAC
12
MIA-COM
E300P Scan
KRD103162/1
12
M/A-COM
ANTENNA, 806-870 MHZ, WHIP
24
MIA-COM
BATTERY, NIMH, EXTRA HIGH
APACITY
12
MIA-COM
BELT CLIP, METAL
DX Underdash mounted Mobile with
299
M/A-COM
standard mic
PM82SP
3
M/A-COM
DX Underdash mounted Mobile Radio
PM82SP
with noise cancelling mic
16
M/A-COM
X Remoted mounted Mobile with
PM82SP
standard mic
60
MIA-COM
MDX Desktop with clock and desk mic
PM82SP
299
M/A-COM
CONTROL UNIT, SYSTEM, FRONT
MOUNT
16
M/A-COM
CONTROL UNIT, SCAN, REMOTE
MOUNT
3
MIA-COM
CONTROL UNIT, SCAN, FRONT
MOUNT
3
M/A-COM
MICROPHONE, NOISE CANCELING
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60
M/A-COM
MICROPHONE, DESK
315
M/A-COM
MICROPHONE, MOBILE
16
WA-COM
T, ACCESSORY, REMOTE MOUNT,
OW TX AND BELOW
302
M/A-COM
T, ACCESSORY, FRONT MOUNT,
OW TX AND BELOW
60
MIA-COM
CABLE, DATA INTERFACE
DESKTOP BASE, TONE REMOTE AND
60
MIA-COM
CLOCKIVU METER (4-Channel Tx/Rx
nl )
4) Reserved
5) Reserved
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SCHEDULE E
Product Typical Values
The Product Typical Values for Replacement Equipment shall be:
a. for Replacement Equipment set forth on Schedule C, the cost shown on Schedule C for
the item of Replacement Equipment; or
b. for Replacement Equipment comprising M/A-COM subscriber radios, options and
accessories, the most recent price list as of the date a reconciliation statement is sent to
Incumbent by Nextel less 15%.
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Exhibit A
Incumbent Information
The following questions are required for processing Electronic Funds Transfers and if Incumbent
wants NeVel to complete the FCCfdings 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: City of Lubbock
Contact: Mark Yearwood Title: Assistant City Manager
Address: 1625 13" St.
City/State/Zip: Lubbock, TX 79401
Phone: 1-806-775-2355 Fax: 1-806-775-2051
Email: myearwood@ci.lubbock.tx.us
Check Appropriate Box: ❑ Individual/Sole Proprietor ❑ Corporation ❑ Partnership
Other Municipality
II. BANK ACCOUNT INFORMATION (Required for payment processing.)
Please select preferred payment method: ❑ Wire Transfer ❑ ACH ❑ Check
Name of Bank: Well., Fargo Bank
Address of Bank: 1500 Broadway
City/State/Zip: Lubbock, TX 79401
Bank Phone #: 1-806-765-8861
ABA (Routing ft 121000248
Account #: 4000047951
Name on Account: City of Lubbock
Federal, State or Individual SS #: 75-6000590
Name of Brokerage Firm (if applicable): N/A
Brokerage Account # (if applicable): N/A
In the event Incumbent will not provide information for lire 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)
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III. TAX INFORMATION
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): 75-60000590
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. REGULATORY INFORMATION
TX, Lubbock County
Would you like Nextel's Regulato partment to prepare and file all necessary FCC paperwork
on your behalf? e/ No
If yeS, please provide the following Universal
Licensing System ("ULS") information for your
licenses:
FRN (FCC Registration Number): 0004541355
ULS PASSWORD: radioshop
Contact Representative for any FCC related issues:
Name: Jack Morrison
Phone Number: 1-806-775-2326
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
Organization:
Address:
City:
State/Zip:
Phone Number:
Email Address:
Lubbock FRA v 1 5-14-08.doc
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CONFIDENTIAL
I hereby acknowledge that all of the information provided herein is true and correct as of the date signed
below.
Incumbent Signature:
Print Name: Mark Yearwood
Title: Assistant City Manager
Date: July 31, 2008
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EXHIBIT B
Reconciliation Documentation
Certification of Labor
Incumbent hereby certifies that the information provided is true and accurate to the best of Incumbent's knowledge.
Incumbent further certifies that the total number of equipment units ("Units") and/or the total amount of labor hours
("Hours") listed above have been determined in accordance with the TA's policy on Incumbent Labor as
documented at h=://www.800ta.orgLcontent/PDF/policy/IncumbentLaborPolicy.pdf. The Incumbent acknowledges
that all costs incurred and/or charged by the Incumbent attributable to the Units and/or Hours listed are subject to
audit and that the Incumbent is prepared to provide to the TA upon request documentation to support all costs
incurred and/or charged. The Incumbent also certifies the number of Units and/or Hours listed above are the
minimum amount necessary to complete the Reconfiguration. The Incumbent further acknowledges that the
Incumbent is prepared to provide to the TA with invoices issued by the Incumbent to non -related third -party
customers, documentation to support the actual number of Units and/or amount of Hours charged by the Incumbent.
Incumbent Name:
Related Invoice Ws:
Signature:
Name:
Title:
Date:
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Time Sheet Documentation
DEAL ID
DEAL NAME
of Activities
Certification
Resolution No. 200$ RO281
Actual
Actual Hours I Hourly Rate I Benefit Loa
Total
Incumbent hereby certifies that the information provided above is true and accurate to the best of Incumbent's
knowledge. Incumbent further certifies that the total number of equipment units ("Units") and the total amount of
labor hours ("Hours") listed above have been determined in accordance with the TA's policy on Incumbent Labor
as documented at http://www.800ta.org/content/PDF/policy/IneumbentLaborPolicy.pdf. The Incumbent
acknowledges that all costs incurred and/or charged by the Incumbent attributable to the Units and Hours listed
above are subject to audit and that the Incumbent is prepared to provide to the TA upon request documentation toW.�fl�
support all costs incurred and/or charged. The Incumbent also certifies the number of Units and Hours listed aboveI�QIr�
are the minimum amount necessary to complete the Reconfiguration. The Incumbent further acknowledges that %
the Incumbent is prepared to provide to the TA with invoices issued by the Incumbent to non -related third -party Q
customers, documentation to support the actual number of Units and amount of Hours charged by the Incumbent.
Incumbent Name:
Related Invoice Ws:
Signature:
Name:
Title:
Date:
Lubbock FRA v 1 5-14-08.doc
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