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HomeMy WebLinkAboutR-2008-015 Public Works Radio SystemRESOLUTION NO. R-2008-15 A RESOLUTION authorizing and directing the City Manager and City Clerk of the City of Yakima to execute various contracts and agreements specifically in regards to the 800Mhz Rebanding Project of the Public Works radio system. WHEREAS, the City of Yakima operates an 800Mhz radio system primarily for use by the Public Works department; and WHEREAS, an interference problem has been identified as being caused by the interleaving of Nextel communications and government communications which affects the Public Works radio system; and WHEREAS, the FCC and Nextel Operations, Inc, have reached agreement that Nextel shall fully fund the rebanding of the government radio system affected by such interference; and WHEREAS, the City Council deems it to be in the best interest of the City of Yakima to enter into agreements and contracts to resolve this issue, now, therefore, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF YAKIMA: The City Manager and the City Clerk are hereby authorized and directed to execute the attached "Planning funding Agreement" and all future agreements and contracts specifically regarding the 800Mhz Rebanding Project. ADOPTED BY THE CITY COUNCIL this 15th day of January, 2008. City Clerk .r 4 PLANNING FUNDING AGREEMENT 1800 MHZ RECONFIGURATION! This PLANNING FUNDING AGREEMENT (".Agreement") is made this day of , 200_, by and between the City of Yakima; a municipal corporation ("Incumbent"), having an address of 129 North 2 Street; Yakima, WA 98901. and Nextel Operations. Inc., 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." RECITALS: A. On August 6. 2004. the Federal Communications Commission ("FCC") issued a report and order to reconfigure the frequency allocations m the 800 MI-Iz band ("Reconfiguration"), including frequency allocations on which Incumbent and Nextel are currently authorized to operate (respectively, the "Incumbent Frequencies" and 'Replacement Frequencies"). B. On December 22. 2004, the FCC issued a Supplemental Order and Order on Reconsideration. The Aunt's( 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, Nextel and Incumbent intend to enter into an 800 MHz Frequency Reconfiguration Agreement ("Reconfiguration Agreement") that will define the Parties' respective obligations regarding the Reconfiguration, including without limitation Nextel's obligation to pay for reasonable costs incurred in effecting the Reconfguration. AGREEMENT: Planning Cost. In order to facilitate negotiation of the Reconfiguration Agreement involving the license(s) for the Incumbent Frequencies granted by the FCC as identified in Schedule A (the "Incumbent Licenses") and in accordance with the work described in the Statement of Work attached to this Agreement as Schedule B, Nextel will pay the cost of the planning activities identified on Schedule C attached hereto ("Planning Cost") in an amount not to exceed the Planning Cost estimate set forth on Schedule C ("Planning Cost Estimate"). The planning activities and deliverables identified in Schedule B will commence upon execution by both Parties of this Agreement ("Agreement Execution") and will be completed no later than 4.1 months following Agreement Execution. 2. Payment Terms. 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 or service provider identified on Schedule C ("Planning Vendor'.). 3. Non -Disclosure. a. The Parties shall not disclose any proprietary information except as required by law or as deemed necessary for the Transition Administrator or a Planning Vendor. Page 1 of 19 b. Nextel. Incumbent and their respective employees. shareholders, agents. attorneys. and accountants ("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, \VT Docket No. 02-55, adopted January 8. 2007. Review Rithts. 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 planning activities related to the Reconfiguration 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 twenty-four (24) months after Closing. as defined in Section 7. or for a longer period if Incumbent, for its oven 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 regardless of type and regardless of whether such items are in written form. in the form of computer data or in any other form. 5. Chan;,es. If either Party believes that a change to the planning activities contemplated by the Planning Cost Estimate is required (including changes by Planning Vendors). such Party will promptly notify the other Party in writing. Such written notice (the "Planning Funding Change Notice") shall set forth (i) a description of the scope of the change believed to be necessary and (ii) an estimate of any increase or decrease in the Planning Cost Estimate and in the time required to finish planning for the reconfiguration of Incumbent's existing facilities. A Party receiving a Planning Funding Change Notice shall immediately perform its own analysis of the need for and scope of the change and its impact on the Planning 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 13 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 Planning Cost Estimate and in the time required to finish planning for the reconfiguration of Incumbent's existing facilities. Incumbent is responsible for all changes necessary as it relates to work performed by a Planning Vendor on behalf of Incumbent. No change to the Planning Cost Estimate, the planning activities contemplated by the Planning Cost Estimate or the time required to finish planning for the Reconfiguration of Incumbent's existing facilities 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 13. 6. Disputes. The Parties agree that any dispute related to Nextel's obligation to pay the cost of any planning activities related to the Reconfiguration of Incumbent's system contemplated by this Agreement, which is not resolved by mutual agreement with negotiation in good faith the first priority and preference of the Parties, shall be resolved in accordance with the dispute resolution provisions of the Order, as it may be amended from time to time. 7. Closing. The closing ("Closing") of the transactions contemplated by this Agreement will take place after delivery by Incumbent to Nextel of: (i) all receipts, invoices and other documentation required to substantiate the actual costs of the planning activities contemplated by the Planning Cost Estimate ("Actual Planning Costs''), and other documents required to complete the Reconciliation similar to those identified on Exhibit 2; and (ii) a copy of all deliverables required to be delivered pursuant to the Statement of Work. Prior to Closing, Incumbent will submit to Nextel documentation (including without limitation invoices, receipts, and timesheets or equivalent documentation) demonstrating the Actual Planning Costs. Upon receipt by Nextel of documentation of the Actual Planning Costs. Nextel and Incumbent will reconcile the Actual Planning Costs Page 2 of 19 against the payments made by Nextel to Incumbent pursuant to this Agreement and the Parties will agree upon the amount of any additional payments due to Incumbent or any refunds due to Nextel. 8. Reconciliation. The effective date of agreement on reconciliation of the Actual Planning Costs and signing of the Closing documents by both Parties is considered the "Planning Funding Reconciliation Date.' Any additional payments clue to Incumbent from Nextel will be disbursed to Incumbent within thirty (30) days of the Planning Funding Reconciliation Date, provided the additional payments do not result from Actual Planning Costs that exceed the Planning Cost Estimate. Any refunds due to Nextel from Incumbent will be made within thirty (30) days of the Planning Funding Reconciliation Date. In the event Incumbent's Actual Planning Costs exceed the Planning Cost Estimate. Incumbent must submit a Planning Funding Change Notice pursuant to Section 5 of this Agreement describing the change in scope of work that resulted in Incumbent's Actual Planning Costs exceeding the Planning Cost Estimate. Approval of any Planning Funding Change Notice will not be automatic but will be processed in accordance with Section 5 of this Agreement. Additional payments due to Incumbent, which result from an excess of Actual Planning Costs over the Planning Cost Estimate, as agreed on the Planning Funding Reconciliation Date, will be disbursed to Incumbent within thirty (30) clays of the Transition Administrator's approval of a Planning Funding Change Notice and execution by both Parties of an amendment incorporating such approved change into this Agreement pursuant to paragraph 13. J. Vendor Performance Issues: Incumbent will select and contract directly with any vendor or service provider performing the planning activities. Neither the Transition Administrator nor Nextel will be responsible for. or assume the risk of any failure of that Planning Vendor to perform its obligations under any contract entered into between Incumbent and such Planning Vendor in connection with this Agreement. 10. 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 materially 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, reni'and, or reversal of the Order, or otherwise in any revision to the Order that Nextel determines, in its reasonable discretion. to be adverse to its interests. In the event of termination due to an Adverse Decision, Nextel will pay Incumbent for all costs incurred up to the date of termination. I I. Notices: All notices and other communications under this Agreement must be in writing and will be deemed given (i) the same clay 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 3 of 19 ti• If to Incumbent. to: If to Nextel. to: Yakima Communications Center Nextel Operations. Inc. 200 South Third Street c/o Sprint Nextel Corporation Yakima. WA 95901 2000 Edmund Halley Drive Attn: Wayne F. Wantland. Communications Reston. VA 20191 Manager Attn: Heather P. Brown, Esq. Phone : (509) 575-6048 Phone: (703) 433-4000 Fax: (509) 576-6555 Fax: (703) 433-4483 [mad: wwant!anruki.vakima. wa.ti s With a copy that shall not constitute Notice: Sprint Nextel Corporation 6575 The Corners Parkway Norcross. GA 30092 Attn: William M. Jenkins, VP Spectrum Resources Phone: (770) 326-7484 Fax: (678) 405-8252 And a copy that shall not constitute Notice to: Sprint Nextel Corporation Attn: Rob Easton, Director, Spectrum Development 114 Coronation Circle Bountiful, UT 84010 Fax: (801) 296-6556 Phone: (801) 294-4810 12. 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. !3. Amendments: This Agreement, including without limitation the scope of the planning activities contemplated hereby and the Planning Cost Estimate 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. 14. 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 Sections 3, 4. 5. 8. 9 and 13. 15. 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 Page 4 of 19 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 Washington 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 setforth herein, this Agreement is effective as a legally binding agreement between the Parties upon execution by the Parties. IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their duly authorized representatives. INCUMBENT: City of Yakima. Washington By: Name: Richard A. Zais, Jr. Title: City Manager CITY CONTRAC f NO: .R4/(r."-/e0 / Q RESOLUTION NO: / 1 ,240e-4 NEXTEL: Nextel Operations, Inc. By: Name: Title: LIAM M JENKINS AUTHORIZED SIGNATORY Page 5ofl9 SCHEDULE A INCUMBENT LICENSE(S) INVOLVED IN PLANNING ACTIVITIES Licensee Information Licensee Organization Name: Yakima. City of Licensee City, State and Zip: Yakima, WA 98901 800 MHz Call Signs Call Sign (one call sign per cell) Two -Letter Service Code Call Sign Expiration Date Licensee Name WNMH779 YP 03/28/2015 YAKIMA, CITY OF Page 6 of 19' SCHEDULE B — PROPRIETARY SCHEDULE STATEMENT OF WORK 1.0 System Description Narrative System Description: The City of Yakima purchased a Motorola. Privacy Plus 800Mhz Trunked radio system in the late 80's. The system is configured with 5 channels and approximately 181 subscribers units. In the niid 90's the City upgrade the controller to a hybrid `type I/II to allow for a gentle transition to a full Type II system. Today the system still exists in this configuration with a mixed of Type I and "fype II subscribers. 'Fable System Description: System Description Number of mobile units used for clay -to -day 143 communications covered by this RFPF (used to calculate per unit cost): include control stations and SCADA units Number of portable units used for day-to-day communications covered by this RFPF 38 Number of channels covered by this RFPF (exclude channels not to be reconfigured) 1 Number of sites to be inventoried under this RFPF Number of entities using the 800 MI-fz system being reconfigured 2.0 Frequency Analysis 2.1 Co -channel Analysis Combiner ancf Receiver Multi -coupler Suitability Motorola will evaluate the suitability of the licensee's existing combiner equipment impacted by rebanding. Some combiners can readily be adjusted to the new rebanded frequencies, others cannot. Depending on the condition of the equipment. readjustment may not be possible without risk lug damage to the combiner. In addition. signal loss (decreased coverage) may occur if the new rebanded frequencies are spaced closer than the original frequencies. Combiner cable requirements also need to be considered based on the Licensees cutover plan. Additionally, Motorola will analyze the impact the new frequency plan will have on City of Yakima Communications Department's existing multi -coupler systems and determine if retuning or replacement is necessary. Motorola will evaluate these potential issues as part of the combiner suitability assessment. Paye 7 of 19 2.2 Intermoclulation Study IM Study - Motorola will perform inter -Modulation study to identify possible harmful RF emissions and interactions at each site affected by rebandlno. Motorola will provide a report and recommendation to City of Yakima Communications Department. If the proposed frequencies cannot be effectively used at the appropriate sites. Motorola will notify City of Yakima Communications Department. Inter -modulation Studies (IM) arc necessary only under limited circumstances. To request an IM for a site. the licensee must believe that at least one of the three criteria, as described in the RFPF Form/Instructions. is present within their environment To qualify for funding, the condition(s) must be indicated in the RFPF Form. Qualifying Scenarios Suspected (yes/no) Site(s) Affected (if known) Location with two or more co -site transmitters with potential to impair base station receivers. YES Look Out Point Licensee's fixed receive antenna is proximate to a transmitting antenna other than your own. YES Look Out Point Landlords or site managers of shared transceiver sites regnrrine an analysis of the IM environment as part of site agreements when chaneinye transmitting hen LICnCles YES Look Out Point Look Out Point site is the primary communications site for the City of Yakima and includes the 800Mhz trunking system. Co -located transmitters in numerous bands to include; VHF, UHF, 800 MHz, 900 MHz, 2.4 GHz and Cellular. Frequency and Interference Analysis deliverables include: Deliverables Estimated Date of Completion Co -channel Analysis for reconfiguration proposal N/A Combiner Suitability report for reconfiguration 3. I months after PFA execution Intermodulation analysis report for reconfiguration proposal 3.1 months after PFA execution Internal Labor Table Planning Cost Category/Tasks =requency and Interference Analysis Combiner Suitability Intermodulation Study Total Internal Cost Start Date End Date Labor Hours Labor Rate Cost (Hrs x Rate) Labor Name Vendor Labor Table Planning Cost Category/Tasks :requency and inler'fere nce Ariaivsis Combiner Suitability Intermodulation Study Total Vendor Cost $700 $1050 $1,750.00 Motorola Page 8 of 19 3.0 System Inventory 3.1 Infrastructure Inventory Motorola will conduct an inventory of City of Yakima Communications Department's equipment. This inventory will be used to determine the suitability of the equipment and system design effort for rebanding. Motorola understands the inventory and design effort will take place on an operational radio communications system and that unplanned interruptions to dispatch operations arc not acceptable. Motorola, with its network of authorized service centers and/or third -party subcontractors, will do everything, possible to minimize disruption to dispatch operations. Any required changes to daily operations will be planned in advance and agreed upon by City of Yakima Communications Department and all applicable parties. Based on this preliminary information about your system inventory listed below, a price was developed for planning the system Rebanding process. This information is based on Motorola's understanding of City of Yakima Communications Departments system. Any significant variance to this inventory information which results in a scope of work or schedule change will need to be addressed via a change order The inventory services are limited to the equipment specifically affected by rebanding for City of Yakima Communications Departments system. Please refer to the System Description for unverified'inventory estimates. 3.2 Subscriber Inventory Subscriber device inventories must similarly be examined to determine reconfiguration requirements. If inventories are required, Motorola will inventory subscribers to elicit necessary mformation: Customer provided inventories must also be able to provide the information outlined below. For systems that only require Retuning. unit count and model families need to be specified to insure proper programminyg equipment and if any frequency determining elements need to be ordered and priced. For systems that require Reprogramming. quantities of subscriber in each family must be determined (i.e. 25ea XTS2500. 22ea XTSS000) and the number of programming stations must be delineated to ensure proper number of Flash upgrade kits are specified. For Replacement units, the number of units to be replaced must be identified. along with their corresponding replacement unit In addition options such as battery type, dash or remote mount and cable length must be specified. An accurate count of any accessories (six unit chargers, speaker mics, etc.) will be required since they are exchanged on a one for one basis A sample audit will be performed when necessary on certain subscribers units (MTS 2000. Astro Spectra and Astro Saber) to determine the need for replacement. The internal Labor costs are the Iran -hours required by the internal technical staff to coordination, accompany and escort the Motorola staff during the inventory phase of the project. System Inventory deliverables include: Deliverables Estimated Date of Completion 3.1 months after PEA execution Infrastructure inventory report for reconfiguration Subscriber inventory report for reconfiguration 3.1 months after PEA execution Internal Labor 'Table Planning Cost Category/Tasks Start Date rii End Date .y Labor Hours ett, Labor Rate a + Cost (Hrs x Rate) 1 .41., Expenses Labor Name } ,t Electronics Shop, Svsrern Inventor Infrastructure Inventory` 5 $55.00 $275.00z Subscriber Inventory 5 $55.00 $275.00 n:In Electronics Shop Total Internal Cost 10 $550.00 Page 9 of 19 Vendor- Labor Tahle Planning Cost Category/Tasks Start Date End Date Labor Hours Labor Rate Cost (Hrs x Rate) Expenses Vendor Name SV:; en Invr;u Infrastructure Inventory Subscriber Inventory $700.00 $592.00 Motorola Motorola Total Vendor Cost 8 00 $1,292.00 4.0 Engineering/Implementation Planning 4.1 Interoperabilitv Planning Motorola will evaluate interoperability requirements for Yakima and incorporate these considerations into the Site Recontiguration Plan. 4.2 Site Ireconfit4tiratinn Planning Motorola will generate a Reconfiguration Design which will consist of at a minimum Methods of Procedures, cut over plans and system test plans. o Generate Methods of Procedures (MOP) • Motorola will develop the Method of Procedures which details the process steps. timeline. measurable deliverables. resources needed and cutover steps. Where applicable, contingency planning required to effectively reband your system will be provided in the least disruptive manner. The MOP also includes the cutover plan from the current frequencies to the new ones. a Cutover and Fall -back Plan • Develop and define the cut -over and fall -back plan to ensure consistent operation of all system functionality throughout the rebanding reconfiguration. • Review plans with City of Yakima Communications Department o Baseline and Acceptance Test Plan • Develop with City of Yakima Communications Department baseline and acceptance test plans to demonstrate comparable facility. • Baseline Test Plan initial determination of infrastructure testing for system functionality prior to rebanding beginning. • Acceptance Test Plan duplication of baseline test plan plus any additional functional testing customer requires after rebanding. 4.3 Retune/Repro<gram/Replace Determination The 800 MHz fixed network equipment (FNE) and subscriber inventory must be audited to determine if upgrades are Iequned to the software. hardware and firmware in order to support the new rebanding software. The assessment Includes manufacturer information. software versions, system platform release versions and hardware configuration. Results of the suitability assessment and audit will determine what FNE will be retuned or reprogrammed or replaced and the effort required performing this work. Page I 0 of 19 The evaluation of the network and subscriber inventory will provide a retune, reprogram, upgrade or replace decision for each piece of equipment in the system that is affected by rebinding. Activities include: Formatting City of Yakima Communications Department's inventory data for assessment ' Engineering analysis of assessment report Retune. replace or reprogram determination of subscriber inventory as outlined in paragraph 3.2 above. Equipment list generation of required kits. software and or upgrades required by each piece of equipment to be reconfigured. Engineering/lmplen►entation !'tanning deliverables include: Deliverables Estimated Date of Completion 3.1 months after PEA execution Implementation' Plan section of reconfiguration proposal Develop Methods of Procedures fol equipment to be reconfigured for reconfigurat ion iproposa l 3 I months after PFA execution Develop and document cutover and fallback plans to be included in the reconfiguration proposal 3. I months after PEA execution Develop and document baseline and acceptance test plans to be included in the reconfiguration proposal 3.1 months after PEA execution Suitability assessment report for inclusion in the reconfiguration proposal 3.1 months after PEA execution Vendor Labor Table Planning Cost Category/Tasks Engineering! Implementation Planning Interoperability Planning Site Reconfiguration Planning Start. Date 5.00 $175 $875.00 $5,950.00 Retune/Reprogram/ Replace Determination 16.00 $175 Motorola Motorola Total Vendor Cost 55.00 $2 126.00 5.0 Legal Costs (Limited to attorney's fees. no project management costs) 5.1 PFA Contract Review City of -Yakima Legal Department to review PEA Contract prior to signing Internal Labor Table- PFA Planning Cost, Category/Tasks Legal (PEA) Start Date PFA Contract Review End Date Labor Labor Rate Cost Hours (Hrs x Rate) Expenses Labor Name Page 11oF19 6.0 Project Management 6.1 PlanningSupport The Motorola Project Manager will oversee the project plan for the rebanding effort to ensure a smooth execution of all deliverables and that the requirements of City of Yakima Communications Department are fully met. The Project Manager will participate in all major activities associated with the reconfiguration planning activities described in this Statement of Work. The Project Manager \vill coordinate with City of Yakima Communications Department. Motorola's MSS (Motorola Service Station) and any subcontractor or other third -party organization participating in this work: to keep this effort wlthm the agreed upon schedule. Activities such as project meetings, obtaining and evaluating subcontractor quotes. monitoring subcontractor and project team performance will be performed by the Motorola Project Manager. Fixed Project Support is the project management activities that are inherently required in all Rebanding projects regardless ofthe size or complexity of system. Examples are; project administration, quality meetings, and customer meetings outside of process management. These costs are determined by system technology and Motorola's requirements for customer satisfaction. Variable Project Support are project management activities related to process management and have has been scaled according to size and complexity of your unique system's Rebanding project requirements. Examples are: overseeing subcontractor activities, regular project update meetings. and schedule maintenance. The Fixed and Variable Project Support quoted within this proposal should be added together to calculate the costs referred to as Planning Support in the TA's Request for Planning Funding form. 6.2 Negotiations Support Where needed, Motorola will review the details of the rebanding plan and assist with clarifications which may be required from Sprint Nextel or the Transition Administrator. Project Management deliverables include: Deliverables Execute Project Plan Estimated Date of Completion At end of project schedule Vendor Labor Table Planning Cost Category/Tasks Project Management Fixed Project Support Start Date End Date Labor Hours Labor Rate Cost (Hrs x Rate) Expenses Vendor Name 24.00 $175 $4200.00 &«rfi Motorola Variable Project Support Negotiations Support* Total Vendor Cost 15 00 $175 18.00 $175.00 57 $2,625.00 $3,150.00 S9,975.00 54,253 00 Motorola Motorola 7.0 Schedule YAKIMA. WA estimates this work effort will require approximately 4. I months ( 45 days for Motorola ramp -up + 1.6 months Motorola planning + 30 days for ERA negotiations and ERA execution ) to complete planning activities under this PEA. Page 12 of 19 :iiz':.Cti��:i�t�j;.' itr m letionof i::,,,., <Xr. ; Timeline for';Co :Planning_�Acti;viti.esr=�b.�_��::?;��;�; . :,r�;;,,�<.. ; Start Date End Date PFA execution 4.1 months from PFA execution OVERALL SUMMARY LABOR COST ESTIMATE TABLE: Planning Cost Category Name of Internal and Vendor Service Provider(s) Total Internal Costs (not to exceed) Total Vendor Costs (not to exceed/firm fixed price) Expenses TOTAL (Internal Labor Costs + Vendor Costs + Expenses) Frequency Analysis City of Yakima/ MOTOROLA $220 00 $1,750.00 $1,970.00 System Inventory City of Yakima/ MOTOROLA $550.00 $1,292.00 $1,842.00 Engineering and Implementation Planning MOTOROLA $9,625 00 $2,126.00 $11,751.00 Legal City of Yakima $110 00 $110.00 Project Management MOTOROLA $9,975.00 $4,253.00 $14,228.00 Total Estimated Planning Costs $880.00 $22,642.00 $6,379.00 $29,901.00 CONTACT INFORMATION: Name (print): Title. Phone Number Fax: Email: Wayne F. Wantland -. • (509) 575-6048 (509) 576-6555 wwantlan(a�ci yakima.wa. us eosi Address: YAKIMA PUBLIC SAFETY COMMUNICATIONS CENTER 200 SOUTH THIRD STREET YAKIMA, WA 98901 Page 13 of 19 SCHEDULE C — PROPRIETARY SCHEDULE 800 MI-iZ RECONFIGURATION PLANNING COST ESTIMATE — CERTIFIED REQUEST Incumbent's Name: YAKIMA, WA Request for Planning Funding Pursuant to the Order. Incumbent is required to reconfigure its existing facilities and requests Nextel to fund the following estimated planning costs: Incumbent Payment Terms: Nextel will pay Incumbent an amount not to exceed the Planning Cost Estimate for Incumbent with respect to each category of work. as set forth below. Nextel will pay Incumbent Four Hundred Forty Dollars ($440.00) 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 1). Nextel will pay any outstanding balance of the Actual Planning Costs due to Incumbent within 30 days after the Planning Funding Reconciliation Date (as "Actual Planning Costs" and "Planning Funding Reconciliation Date" are defined in this Agreement). Vendor Payment Terms: Nextel will pay each Planning Vendor an amount not to exceed the Planning Cost Estimate for that Planning Vendor with respect to each category of work, as set forth below. Nextel will pay each Planning Vendor within 30 days after receipt by Nextel of(A) an invoice ("Invoice") to Incumbent from the Planning Vendor and (B) Incumbents confirmation of receipt of goods and services and approval of associated costs included on the Invoice. Description of Planning Work To Be Performed Payee (separately identify Incumbent and each Planning Vendor being paid for work performed) Planning Cost Estimate for Incumbent and each Planning Vendor (Not to exceed listed amount) Legal — See Statement of Work Yakima. City of $110.00 Schedule B Frequency Analysis — See Yakima, City of $220.00 Statement of Work Schedule B Motorola $1,70.00 System Inventory — See Statement of Work Schedule B Yakima. City of $550.00 Motorola $1.292.00 Engineering and Implementation Motorola $ 1 1;751.00 Planning — See Statement of Work Schedule B Project Management — See i Statement of Work Schedule B Motorola $14,228.00 Page 14 of 19 Total Estimated Plannino-Costs Certification S29,9O1.00 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: fide: Phone Number: 13 -nm l: Date: Wayne F. Wantland Communications Manager (509)575-6048 s-vwant lan(/rc l.yak ima.wa.us November 13. 2007 Page 15 of 19 EXI-111311 1 Incumbent Information THE FOLLOWING QUESTIONS ARE REQUIRED FOR PRC)CESSING 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 ANI) WILL BE USED ONLY IN COMPLETION OF THE PLANNING FUNDING TRANSACTION. I. INCUMBENT INFORMATION !'leave /Eroi'rcle fhe /rrllor-ruf/t irnfn'mutinn: Company/Name: ��} f �� .• 747 C Contact: k4yv±.5 flA Title Address z©a s. 3 ft° sT Citv!Statc'Zip: %/� 1�1�"J j C<JA Phone: SOF) 57� _ ( ��� Fax: Email: (7`cr� r I.stif%rw. tk,.R. & S Check Appropriate Box: Individual/Sole Proprietor Other Corporation Partnership II. BANK ACCOUNT INFORMATION (Required for payment processing.) Please select preferred payment method: Wire Transfer _I ACH Name of Bank: Address of Bank: Check City/State/Zip: Bank Phone f: ABA (Routing f ): Account f: Name on Account Federal. State or Individual SS f: Name of Brokerage Firm (if applicable): Brokerage Account C (if applicable): fa the event Incumbent will not provide information for !'Eire Transfer or.4CH, Incumbent acknowledges that a1/ put'nrent.c will he made by check. Acknowledged by Incumbent: Cel`^y-j2�� only i/ Incumbent does not want an electronic /touts aasf Page 16 of 19 (signature required Ill. 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. State or Individual Tax ID FEIN (Federal) or SSN (individuals): State(s) -- sales tax license, resale permit. employment, etc.): Local (if applicable): c7J &00/293 3V7 Di$ /73 -- Current State and County location for your principal executive office: 60446..1-1x/(,e./4 4 ^-°9 /o•J I f 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: I hereby acknowledge that all of the information provided herein is true and correct as of the date signed beloly. Incumbent Signature: Print Name: Title: ( Date: N I C. O F - Cad Page 17 of 19 EXHIBIT Reconciliation Documentation 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 know ledge. 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 '[A's policy on Incumbent Labor at Item :./.\\\\\\.S001a.ore.`eoment/l l)l ;police'IncumbentLahorRauel'olie\.ndl 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: Related Invoice II's: Signature: Name: Title: Date: Page 18 of 19 Time Sheet Documentation DEAL ID DEAL NAME me Description of Activities Actual Hours Worked Actual Hourly Rate $ Benefit Load $ (if applicable) Total Cost $ Total ertification :umbent hereby certifies that the internal labor information provided under the Agreement is ie and complete to the best of Incumbent's knowledge. Incumbent further certifies that the the number planning and reconfiguration tasks that the Incumbent performed using internal labor for each labor tegory on the TA -approved Cost Estimate (as that term is defined in the Agreement) ("Units") and/or number of internal labor hours incurred in performing planning and reconfiguration tasks for each )or category on the TA -approved Cost Estimate (''l -lours") were for 800 MI-lz Reconfiguration and ve been documented in accordance with the TA's policy on Incumbent Labor at .h.// wo.. w 800ta.r)iL:contcntil'DL/Lolic rincumbentlaborRatel'olicv ndfas of the date of this itement. Incumbent acknowledges that the reconciliation documentation and related supporting :orris for the Agreement are subject to the TA's Review Rights (as that term is defined in the zreement). :umbent Name: dated Invoice g's: tine: tle: lte: Page 19 of 19 ** To be completed in lieu of Incumbent Invoice AND Certification of Labor Rates. ITEM TITLE: BUSINESS OF THE CITY COUNCIL YAKIMA, WASHINGTON AGENDA STATEMENT 4. Item No.: ( l For Meeting Of: January 15, 2008 A Resolution Authorizing the City Manager to enter into all agreements specifically in regards to the 800Mhz Rebanding Project for the Public Works radio system. SUBMITTED BY: Wayne Wantland, Communications Manager CONTACT PERSON/TELEPHONE: same, 575-6048 SUMMARY EXPLANATION: Please see attached. Resolution X Ordinance _ Contract _ Other (Specify) Funding Source: APPROVAL FOR SUBMITTAL: �c CManager STAFF RECOMMENDATION: Staff respectfully requests Council authorized the City Manager to enter into all agreements specifically in regards to the 800Mhz Rebanding Project for the Public Works radio system. BOARD/COMMISSION RECOMMENDATION: COUNCIL ACTION: Resolution adopted. R-2008-15 PUBLIC SAFETY 911 COMMUNICATIONS TO: FROM: SUBJECT: M Yakima Public Safety Communications Center 200 South Third Street Yakima, WA 98901 January 8, 2008 Yakima City Council Dick Zais, City Manager Wayne Wantland, Communications Manager Public Works Radio System Rebanding Project The City of Yakima Public Works radio system operates in what is called the 800Mhz frequency band. During the 1990's it was identified that Nextel Cellular service was causing harmful interference to the government users in that band. In 1994 the FCC and Nextel reach an agreement that Nextel would fully fund the move of the government users off of the affected frequencies to new unaffected channels. In the City of Yakima's case this involves one out of our five channels. The basic premise of the agreement is that the government user shall accomplish this move and be re-established on the new channel with as good or better system than existed before the move and at no cost to the government user. We have now started that process. Because of the age and uniqueness of our system this is not a simple "reprogramming" of the radios and may include replacement of some units. Because of this complexity we are going to be contracting with Motorola to plan, identify and implement this rebanding project, which in effect is a two stage process. The first called the Planning Stage includes; inventory, Intermodulation study, Interoperability Study and implementation plan. The second stage is the actual Business Office (509) 575-6048 FAX (509) 576-6555 Implementation of the rebanding project. Again, as stated above all costs associated with this entire project will be paid by Nextel. This first set of documents is the contract between Nextel Operations, Inc. and the City of Yakima for reimbursement of costs associated with the Planning Stage. These costs are those quoted by Motorola for their expenses in providing these services and some added internal costs for our personnel to assist in this stage. The total to be paid by Nextel for this stage is $29,901.00 The request before the Council is to allow the City Manager to enter into these agreements presented today as well as all future agreements specifically related to the completion of this project. Business Office (509) 575-6048 FAX (509) 576-6555 Page 1 of 8 Wright, Marjorie A [FIN] From: Wantland, Wayne [wwantlan@ci yakima wa us] Sent: Wednesday, December 17, 2008 5:36 PM To: Dino, Theodorick [FIN], Watters, Lawrence; Robert Gurss Cc: Rod Cummings; Peabody, R. Scott [FIN] Subject: RE Frequency Configuration Agreement (FRA) We have reviewed the proposed changes and find them acceptable Wayne F. Wantland City of Yakima - Communications Mgr Yakima County - 911 Director Tel: (509) 575-6048 Fax: (509) 576-6555 LLIAM M JENKINS AUTHORIZED SIGNATORY From: Dino, Theodorick [FIN] [mailto:Theodorick.Dino@sprint.com] Sent: Wednesday, December 17, 2008 13:19 To: Wantland, Wayne; Watters, Lawrence; Robert Gurss Cc: Rod Cummings; Peabody, R. Scott [FIN] Subject: RE: Frequency Configuration Agreement (FRA) Mr. Wantland — As you may be aware, after receiving your signed originals of the Yakima/Nextel FRA, we submitted a copy of the FRA to the Transition Administrator ("TA") per their approval process They have responded with a Request for Information ("RFI") requesting that we incorporate a date certain for the retune schedule — please see attached The original language used in the contract sought to accommodate an Incumbent who had interoperability concerns with other Licensees The TA correctly points out that this language is not needed in your case I have attached a copy of our contract redlined with the edits requested by the TA. They are in only two sections. Section 2(b) and Section 5 If the edits are acceptable to the County, please send me a response to this e-mail indicating your agreement for me to incorporate into the FRA and to re -submit to the TA. Once approved, we will proceed with execution of the contract with the edits on our end. Please let me know if you have additional questions. Regards, -- Torick Theodorick F. Dino Counsel, Spectrum Transactions Legal Department Sprint Nextel 2001 Edmund Halley Drive, Reston, VA 20191 Phone: (703) 592-7663 Fax: (703) 592-7370 E -Mail: Theodorick.Dino@Sprint.com STATEMENT OF CONFIDENTIALITY: The information contained in this electronic message and any attachments are intended for the exclusive use of the addressee(s) and may be confidential or privileged. If you are not the intended recipient, you may not read, print, copy or distribute this message or any attachments. If you have 12/22/2008 gooT- '3° FREQUENCY RECONFIGURATION AGREEMENT THIS FREQUENCY RECONFIGURATION AGREEMENT (this "Agreement") is made as of this day of D.eC-, , 2008 ("Effective Date"), by and between the City of Yakima, a municipal corporation of the State of Washington ("Incumbent"), and Nextel West Corp. ("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 ("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 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. 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"). 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 must relinquish the Incumbent Frequencies and relocate its system to the Replacement Frequencies. 2. Frequency 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 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) Page 1 of 28 Final Version 1 City of Yakima, WA November 18, 2008 • 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 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 FCC applications for the Replacement Frequencies and Incumbent Frequencies will be filed with the FCC within ten (10) business days of the Effective Date. 3. Reconfiguration Costs: (a) Acknowledgement of Obligations. 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 Incumbent currently believes is 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 equipment specifically identified on Schedule D as "Motorola 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) days from the Effective Date. Nextel and Motorola have entered into an agreement enabling Nextel to pay for the Motorola Equipment identified on Schedule D. 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") consistent with guidance provided by the Transition Administrator and the FCC. Documentation supportive of Actual Costs ("Documentation") 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 2 of 28 Final Version 1 City of Yakima, WA November 18, 2008 expenses incurred by Incumbent such as hotel invoices, airfare receipts, etc.; (C) Incumbent's individual employee work orders, time sheets or 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 21(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 20) and Nextel Replaced Equipment (as defined in Section 21) and receipt by Nextel of the Reconciliation Statement signed by Incumbent 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. (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. 5. Retuning Cooperation: a. Nextel Cooperation: i. Nextel will clear the Replacement Frequencies of all users no later than sixty (60) days following the grant of a modification to add the 3 of 28 Final Version 1 City of Yakima, WA November 18, 2008 Replacement Frequencies to the Incumbent Licenses or grant by the FCC of a new FCC license for Incumbent that includes the Replacement Frequencies. ii. Nextel will notify Incumbent of the decommissioning of the Replacement Frequencies within five (5) days following completion of the decommissioning. b. Incumbent Cooperation: i. Incumbent will have thirty (30) days following receipt of notice of the decommissioning of the Replacement Frequencies to clear all users from the Incumbent Frequencies. ii. Incumbent will notify Nextel that Incumbent has cleared the Incumbent Frequencies of users within five (5) days following the clearing. 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; (iii) to the best of its knowledge, 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 4 of 28 Final Version 1 City of Yakima, WA November 18, 2008 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 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 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 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 26. 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, (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; 5 of 28 Final Version 1 City of Yakima, WA November 18, 2008 (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 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 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, and Incumbent expects to incur additional expenses pursuant to such an audit, then it shall then it shall immediately notify Nextel in writing of such request and will include a copy of the Transition Administrator's request. Upon completion of the audit, Incumbent shall provide to Nextel its invoice(s) receipts, timesheets or equivalent documentation demonstrating the actual costs that Incumbent reasonably incurred related to such audit, and Nextel shall reimburse Incumbent for such costs within thirty (30) days after receipt of the requisite documentation. This Section 11 will survive Closing or termination of this Agreement (provided that termination occurs after payment has been made to or on behalf of Incumbent). 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. Non -Disclosure: (a) The Parties shall not disclose any proprietary information except as required by law or as deemed necessary for the Transition Administrator or a Vendor. (b) Nextel, Incumbent and their respective employees, shareholders, agents, attorneys, and accountants ("Agents") may make disclosures regarding the terms of this Agreement to other public safety licensees and their Agents. Subject to Subsection 13(a) above, each party involved in such disclosures shall cause all of its Agents to confine the disclosure of the terms of this Agreement to only 6 of 28 Final Version 1 City of Yakima, WA November 18, 2008 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. Responsibility for Liabilities: No Party is assuming nor is any Party responsible for any liabilities or obligations of the other Party arising out of or in connection with this Agreement. Each Party will be responsible for its own acts or omission arising from or related to: (i) any breach of any covenant, agreement, representation or warranty contained in, or made pursuant to, this Agreement; or (ii) any and all liabilities (including successor liabilities) or obligations relating to periods prior to the Closing Date resulting from the Party's operation of the system pursuant to the Incumbent Licenses or the Nextel Licenses, as applicable, or the ownership or use of those licenses or from any Party's employment, or termination of employment, of its employees. 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 with negotiation in good faith the first priority and preference of the Parties, 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. 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 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. 20. 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 7 of 28 Final Version 1 City of Yakima, WA November 18, 2008 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") in functional condition 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 in functional condition 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 in functional condition 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 20(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). 21. 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 in functional condition 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 8 of 28 Final Version 1 City of Yakima, WA November 18, 2008 Replaced Equipment in functional condition to Nextel under this Section 21(b) and a Product Typical Value is set forth in Schedule E (2) for the item of Replacement Equipment then either: (i) Nextel will deduct the Product Typical Value (as set forth in Schedule E (2)) 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 less any Motorola Equipment Refund; (ii) Incumbent must pay Nextel the Nextel Equipment Refund prior to the Closing 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 fmal payment prior to the Closing Date (If the final payment due Incumbent is less than the Nextel Equipment Refund and any Motorola Equipment Refund). 22. 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 except if such termination was due to an uncured material breach by Incumbent. 23. (Reserved 24. 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 Yakima, WA Nextel West Corp. Yakima Communications Center c/o Nextel Communications, Inc. 200 South Third Street 2000 Edmund Halley Drive Yakima, WA 98901 Reston, VA 20191 Attn: Wayne Wantland, Communications Manager Attn: Heather P. Brown, Esq. Phone: (509) 575-6048 Phone: (703) 433-4467 Fax: (509) 576-6555 Fax: (703) 433-4483 E-mail: wwantlan@aci.yakima.wa.us 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 9 of 28 Final Version 1 City of Yakima, WA November 18, 2008 25. 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. 26. 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. 27. 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. 28. 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 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 Washington without regard to conflicts of law principles thereof and, subject to Section 16 herein, venue for any suit or action is in the courts of Yakima County. 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. [SIGNATURES ON NEXT PAGE] 10 of 28 Final Version 1 City of Yakima, WA November 18, 2008 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 Yakima, WA By: Name: Richard A. Zais, Jr. Title: City Manager Contract No. 2008-130 Resolution No. R-2008-15 NEXTEL: Nextel West Co By: Name. ILLIAM M JENKINS Title: AUTHORIZED SIGNATORY 11 of 28 Final Version 1 City of Yakima, WA November 18, 2008 SCHEDULE A Incumbent Frequencies Incumbent's Name: City of Yakima, WA Incumbent Assigns to Nextel: CALLSIGN Frequencies Licensee Location # of Frequencies Issue Date Lat (N) Long (W) WNMH779 860.4875 YAKIMA, CITY OF YAKiMA, WA 1 02/11/2005 46-37- 48.5 120 -32 - 5.2 12 of 28 Final Version 1 City of Yakima, WA November 18, 2008 SCHEDULE B Replacement Frequencies Incumbent's Name: City of Yakima, WA Nextel Assigns to Incumbent: Replacement Lat Long ERP Gnd Ant. New Location Frequencies (N) (W) (W) Elev Height Licensee (ft) (ft) 856.0375 46-37- 120- 180 1762 49 YAKIMA, YAKIMA, WA 48.5 32-5.2 CITY OF Page 13 of 28 Final Version 1 City of Yakima, WA November 18, 2008 SCHEDULE C 800 MHZ RECONFIGURATION COST ESTIMATE - CERTIFIED REQUEST Request for Reconfiguration Funding Incumbent's Name: YAK MA, CITY OF, WA PH II Pursuant to the Order, Incumbent is required to reconfigure its existing facilities and requests Sprint Nextel to fund the estimated reconfiguration costs included below: Incumbent Payment Terms: Sprint 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. Sprint Nextel will pay Incumbent $1,370.00 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). Sprint 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: RADIO SYSTEM INFRASTRUCTURE: The Yakima 800 MHz trunking system consists of a single -site, 5 -channel SmartNet system. It is a hybrid IIi system, which means it is capable of supporting Type I and Type II subscribers. The large majority of Yakima's subscribers are operating on Type I fleetmaps. The City of Yakima has elected to not upgrade their controller at this time, rather accepting the firm ware from Sprint Nextel to do so at some point in the future. This has affected their configuration proposal by removing the Type I versus Type II trunking issues and greatly reduced the scope of the project. After reviewing the programming of the Type I radios and the programming of the controller code plug we have determined we can retune the controller and two repeaters by programming control channel 1 with the current frequency on channel 5 and placing the new Nextel provided frequency on channel 5. This changes the rational for programming / replacing subscribers from the Type I / Type II criteria to the NPSPAC capability criteria. NETWORK MANAGEMENT SYSTEM: Yakima does not use any network management tools. DISPATCH: There are no CENTRACOM dispatch positions. The major system elements to be reconfigured are summarized in the table below: Page 14 of 28 Final Version 1 City of Yakima, WA November 18, 2008 „ Total=In - ' ° System' Total Included in. FRA ' Base station frequencies 1 1 - Voice channels 1 1 - Home/Control channels 0 0 Repeater sites 1 1 Other sites (remote recv, BDA) 0 0 Subscriber units retuned 0 0 Subscriber units reprogrammed 17 17 Subscriber units replaced 0 0 Subscriber units rebanded total 17 17 Page 14 of 28 Final Version 1 City of Yakima, WA November 18, 2008 IEntities operating on the system 15 15 2. Reconfiguration Milestones: Identify the anticipated start date of the overall reconfiguration of your system (Project Start). Then, for each major reconfiguration milestone listed in the table below, provide (1) the anticipated number of days after project start date required to begin execution of the task identified, and (2) the estimated duration in number of days required to complete the task identified. As an FRA is negotiated, it is not always possible to know an actual start date for specific reconfiguration tasks. In such a case, it is acceptable to forecast an estimated start date from execution of the FRA (i.e., "contract execution + xx days") and estimate the duration of each task. Reconfiguration Task , ., Start Date ,a _,. , #:oflDays tAfter ProleceStart.Date 3 4t for Startaof Task , Estimated ; itDuration inF# of Days Project Start 11/3/2008 � . s,, • ;,... ' . .. Reconfiguration Planning 10 Reconfigure Subscriber Equipment _ '. -, 20 Reconfigure Infrastructure Equipment ,,i. :, di>:.:,T ;::: 22 System Acceptance , _ 23 3. Implementation Plan: The following information provides an overview of how the Yakima system rebandmg plan will be implemented and how those activities will affect the fixed network equipment and subscriber units. The Yakima system will be reconfigured in two parts. Part one is the reprogramming and retuning of the subscribers, and part two is the modification of the Fixed Network Equipment (FNE). The 17 MCS2000 subscribers will be flashed and programmed with updated templates. Once the subscribers have been reprogrammed, the 6809 controller will be updated a new code plug. The new controller software will be provided to the incumbent to be store in a secure location until needed. Neither Motorola nor the incumbent will be responsible for returning the existing controller firmware to Sprint/Nextel. Motorola has produced a performance verification plan to demonstrate comparable operation before and after reconfiguration. Please see RF Performance Verification Plan, Attachment D of the SOW. Motorola also has produced a Reconfiguration Design consisting of Method of Procedures (MOP). Motorola developed the MOP, which details the process steps, timeline, measurable deliverables, resources needed and cutover steps. The MOP also includes the Cutover and Fall Back Plans, outlining the transition from the current frequencies to the new ones. The Cutover and Fall Back plans ensure consistent operation of all system functionality throughout the rebanding reconfiguration. Please see Cutover and Fall Back Plans, Attachment E. IMPACT ON SUBSCRIBERS Motorola has carefully analyzed the Subscriber and Fixed Network Equipment (FNE) inventory data. The Suitability Assessment results dictate the following: Subscribers Impact Subscriber Model Action Qty Replacement Radio MCS2000 Reprogram 17 NA Total Subscribers 17 The City of Yakima has elected to not upgrade its controller at this time, rather accepting the firm ware to do so at some point in the future. This has removed from the reconfiguration proposal the Type I versus Type II trunking issues and greatly reduced the scope of the project. After reviewing the programming of the type I radios and the programming of the controller code plug, we can retune the controller and the two repeaters by programming control channel 1 with the current frequency on channel 5 and placing the new Nextel Frequency on channel 5. This will eliminate the need to retune a majority of the subscribers. IMPACT ON FIXED NETWORK EQUIPMENT Motorola has collected and analyzed the Fixed Network Equipment (FNE) inventory. The Suitability Assessment results dictate the following actions are required to reband the system. For a step-by-step procedure detailing how the sites will be rebanded, see the Cutover and Fall Back Plans, Attachment E. 15 of 28 Final Version 1 City of Yakima, WA November 18, 2008 SmartNet II 6809 Controller — The Yakima system utilizes a single 6809 controller at the Lookout Point site. The 6809 firmware will be supplied but not installed to update each CSC, TSC, and RSC card to support the rebanded frequencies. All spare boards identified as being located at the Lookout Point site will also be supplied firmware as well to support rebanding. Quantar — For each channel that is changing frequencies, Motorola will interface the programming port with a computer running the proper Radio Service Software (CPS/RSS), replacing the old transmit/receive frequencies with the new frequencies. Transmit Combiners — Motorola will retune the combiner to the new frequencies. Transmit and Receive Antennas — Motorola has determined that the electrical characteristics of the antennas are sufficient to meet the operational needs required for rebanding. Motorola shall not perform any modifications to the antennas. Receive Multicouplers and Tower Top Amplifiers — The multicoupler will accommodate the rebanded frequencies without requiring modification. There are no tower -top amplifiers or filters. No work will need to be performed for this equipment. 4. 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 • Retune Existing Mobile Radios - • Functional Pre -Test of existing radio - Talk group call on system • Flash existing radio with Rebanding software • Load programming template into existing radio (no obstruction to programming port of radio and radio is to be flashed and programmed in the vehicle) Removal and re -install of existing mobile radio if radio cannot be programmed in the vehicle due to obstruction to programming port. (17 units @ 1.20 hrs each @ $113.00 /hr = $2,305.20) • Radio Templates (Masks) - Modify Radio Templates (Masks) for Flashed Units (2 units @ 2.00 hrs each @ $113.00 /hr = $452.00) • PM - Project Manager On-site Supervision & Coordination (2hrs @ $175.00 /hr = $350.00) (Vendor) Motorola $3,107.20 • Providing vehicles, escorts, etc (l0hrs @ $70.00 /hr = $700.00) • Coordination, meetings, scheduling (10hrs @ $70.00 /hr = $700.00) (Incumbent) Yakima $1,400.00 II. Infrastructure Equipment Reconfiguration a. Infrastructure Equipment Reconfiguration Services • MSS - Lookout Point (7hrs @ $167.00 /hr = $1,169.00) Controllers (2units) Repeaters (2units) (1.00hrs) Retune Combiners & Duplexer (2units) (Vendor) Motorola $1,519.00 16of28 Final Version 1 City of Yakima, WA November 18, 2008 Pre Rebanding Benchmark Testing (2units) Post Rebanding Acceptance Testing (2units) • PM - Project Manager (2hrs @ $175.00 /hr = $350.00) • Meetings, techs on site (8hrs @ $70.00 /hr = $560.00) (Incumbent) Yakima $560.00 b. Infrastructure Equipment Reconfiguration Equipment/Software: • 6809 28 Ch Controller Code Plug - Model No:UOST-0001 (2 @ $1,298.00 /Each) • CSC Software - Model No:UOST-0004 (2 @ $1,509.00 /Each) • RSC Software - Model No:UOST-0006 (2 @ $481.00 /Each) • TSC Software - Model No:UOST-0008 (2 @ $481.00 /Each) (Vendor) Motorola $7,538.00 Ell. Professional Services • PM - Project Manager (12hrs @ $175.00 /hr = $2,100.00) • SE - System Engineer (2hrs @ $175.00 /hr = $350.00) (Vendor) Motorola $2,450.00 IV. Contracts and Legal • Review of legal documents, Conference calls, meetings (12hrs @ $65.00 /hr = $780.00) (Incumbent) Yakima $780.00 • Advice FCC rules, Contract negotiations, Contract review/revision (10hrs @ $385.00 /hr = $3,850.00) (Vendor) FH&H $3,850.00 Yakima Incumbent $2,740.00 Motorola Vendor $14,614.20 FH&H Vendor $3,850.00 Total Estimated Costs $21,204.20 17 of 28 Final Version 1 City of Yakima, WA November 18, 2008 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 comparable to costs previously charged by each such vendor to Incumbent. Signature: Print Name: Title: Phone Number: E-mail Date: Wayrfe F. Wantland Communications Manager 509-575-6048 wwantlan(aki.vakima.wa.us 12/02/2008 18 of 28 Final Version 1 City of Yakima, WA November 18, 2008 SCHEDULE D YAKIMA, CTI'Y OF, WA PH II 1) Loaned Reconfiguration Equipment (provided by Nextel) Quantity Manufacturer Description Model Number New/Used 1 CMC Directional Coupler (with N connector) CMC441268N Used 2) Reserved 3) Replaced Equipment (to be delivered to Nextel prior to Closing) Quantity Manufacturer Description Model Number 2 17 CSC Software SmartNet 2 Flash Kits RSC Software 2 TSC Software 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 Radio Software Encryption Model Number 17 FlashKit(Flashes) SmartNet Flash Kits 5) Reserved Page 19 of 28 Final Version 1 City of Yakima, WA November 18, 2008 SCHEDULE E Product Typical Values (1) Motorola Equipment Item Rebanding Product Typical Value (% are discount off list price) Rebanding Product Typical Value (% are discount off list price) Mobile, High Spec (XTL2500 RB) 1,516 $ 2,050 Accessories & Options Accessories & Options $ 58 Digital Operation SmartZone Operation 72 $ 162 Digital Operation Emergency foot pedal $ 234 Siren $ $ 637 Consollette Power Kit 40 $ 500 Consollette Tone Remote $ 475 DTMF Microphone $ 180 DEK $ 475 Extra Loud Speaker $ 106 Dual Control Head $ 575 Dual Control Head Mic $ 80 Dual Control Head Cable $ 95 Dual Control Head Speaker $ 60 Multi -Radio SW Kit $ 750 Multi -Radio HW Kit $ 1,750 Emergency foot pedal $ 55 AUXILIARY SWITCH PANEL $ 165 Mobile UCM $ 750 Key Lock Mounting $ 40 Item Rebanding Product Typical Value (% are discount off list price) Mobile, Low Spec (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 20 of 28 Final Version 1 City of Yakima, WA November 18, 2008 Item Rebanding Product Typical Value (% are discount off list price) Mobile (XTL5000) $ 18% -'*,04,54".M.}:14VilV4-g..4.:ii.,:.!:...',44,Z.`,4,:r.lk:io 2iA&44-i-4.-..v.,,,uk,..vt.iii!.,v4...,........,p- ..)..., ..!-•:v ..,. ,..... 0,11--,----;1; ,.. , ..,.-,2i,..-;•,-, - -Accessories Accessories & Options Accessories & Options & Options SmartZone Operation $ 200 XTL5000 Options $ 400 18% Motorcycle Mounting $ 400 $ Motorcy_2Ie Housing $ 900 251 Item Rebanding Product Typical Value Portable, High Spec (XTS2500 III RB) $ 2,375.00 •:'*,:.,.441attinaq*4.,,,,,,:',,,,„,'':-.'';',.,.:.,„ ''':,,H' ' ,, , ,,,,, ., „, „t.:„,,,,. Accessories & Options Accessories & Options SmartZone Operation $ 200 Digital Operation $ 400 Upgrade Both Kit Batteries to HICAP $ 140 Spare Battery HICAP $ 145 Portable Cables $ 251 Carry Case $ 60 Charger $ 165 PSM $ 150 RF Switch $ 140 RSM $ 97 Headset $ 439 Programming Software $ 265 Vehicular Charger $ 95 Portable UCM $ 750 Multi -unit Charger $ 788 Item Rebanding Product Typical Value Portable, Low Spec (XTS1500 I RB) $ 1,120 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 21 of 28 Final Version 1 City of Yakima, WA November 18, 2008 Vehicular Charger 95 Multi -unit Charger 788 Item Rebanding Product -- Typical Value (% are discount off list price) Accessories & Options All accessories not listed above 5% (2) Replacement Equipment 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 EF Johnson 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% 22 of 28 Final Version 1 City of Yakima, WA November 18, 2008 Exhibit A 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: City of Yakima Contact: Wayne F. Wantland Title: Communications Mgr Address: 200 S. 3rd Street City/State/Zip: Yakima, WA 98901 Phone: 509-575-6048 Fax: 509-576-6555 Email: wwantlan@ci.yakima.wa.us Check Appropriate Box: ❑ Individual/Sole Proprietor X Corporation ❑ Partnership ❑ Other II. BANK ACCOUNT INFORMATION (Required for payment processing.) Please select preferred payment method: ❑ Wire Transfer ❑ 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: required only if Incumbent does not want n el , "ironic funds transfer) (signature 23 of 28 Final Version 1 City of Yakima, WA November 18, 2008 TAX INFORMATION The Internal Revenue Service and state tax authorities require Nextel to report all transaction is exempt from taxation (if so, it will be reported to the IRS as Therefore, it is necessary for Nextel to collect the information below. If you about your tax implications in this transaction, you should consult your own 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): 91-6001293 397-015-175 transactions, even if the a like -kind exchange). have specific questions accountant or financial Current State and County location for your principal executive office: Yakima County, Washington 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 XXXXX B. Fill in below if different from Item I above as follows: Financial Contact Name: Title: Address: City/State/Zip: Phone: Fax: Email: V. REGULATORY INFORMATION Would you like Nextel's Regulatory department to prepare and file all necessary FCC paperwork on your behalf? Yes XX / No 24 of 28 Final Version 1 City of Yakima, WA November 18, 2008 If yes, please provide the following Universal Licensing System ("ULS") information for your licenses: FRN (FCC Registration Number): 0001578277 ULS PASSWORD: et6110 Contact Representative for any FCC related issues: Name: Dave Brush Phone Number: 509-575-6110 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: Wayne F. Wantland Title: Communications Manager ) Date: 12/02/2008 25 of 28 Final Version 1 City of Yakima, WA November 18, 2008 EXHIBIT B Reconciliation Documentation 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.//wwvr.800ta.oru/content/PDF/policv/IncumbentLaborRatePolicv.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. Related Invoice #'s: Signature: Name. Title: Date: 26 of 28 Final Version 1 City of Yakima, WA November 18, 2008 Per Unit Summary Documentation DEAL 1D - DEAL NAME. *Schedule C Category of Work Description of Work Performed (ties back to Schedule C) ** Quantified Units ***Rate (per Unit) Total Cost 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 - Related Invoice #'s: Signature: Name: Title: Date: 27 of 28 * Please note: A total should be provided for each Schedule C category. Subtotals can be provided within the page or a separate page can be used for each category/grouping. ** Please note: A detailed list identifying the individual units (by serial number or other unique identifying factor) must be provided in addition to this summary document. *** Please note: Per unit rates may not exceed the Schedule C negotiated rate for similar reconfiguration/planning activities unless accompanied by an approved change notice that explains why a higher rate was necessary to complete reconfiguration/planning. Final Version 1 City of Yakima, WA November 18, 2008 Time Sheet Documentation DEAL ID DEAL NAME Name * Date ** Schedule C Category of Work Description of Work Performed (ties back to schedule C) Actual Hours Worked *** Rate (hourly) Total Cost Total Cost $ - 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.or<ujcontent/PDF/policv/I ncumbentLaborRatePolicv.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 Related Invoice #'s: Signature. Name: Title: Date. 28 of 28 * Please note: Specific date when work was completed must be provided. Date ranges are not accepted. ** Please note: A total should be provided for each Schedule C category. Subtotals can be provided within the page or a separate page can be used for each category/grouping. *** Please note. Hourly rates may not exceed the Schedule C negotiated rate for similar reconfiguration/planning activities unless accompanied by an approved change notice that explains why a higher rate was necessary to complete reconfiguration/planning. Final Version 1 City of Yakima, WA November 18, 2008