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HomeMy WebLinkAboutC10-217 Nextel West Corp. Fourth Amendment Frequency Reconfiguration AgreementFOURTH AMENDMENT TO FREQUENCY RECONFIGURATION AGREEMENT This fourth amendment to the frequency reconfiguration agreement (the "Amendment ") dated this day of 2010 (the "Effective Date ") amends and revises the Frequency Reconfiguration Agreement (the "IRA "), dated October 17, 2007 between the County of Eagle, a political subdivision of the State of Colorado ( "Incumbent "), and Nextel West Corp. ( "Nextel "), a wholly owned indirect subsidiary of Sprint Nextel Corporation, a Kansas corporation (each referred to in this Amendment as a "Party" and collectively as the Parties. ") A. Section 26 of the FRA, (Amendment), requires that any amendment to an executed FRA be by a written agreement authorized by the Parties. B. The Parties previously amended the FRA as follows: the First Amendment, dated March 21, 2008; the Second Amendment, dated May 5, 2008; and the Third Amendment, dated June 18, 2009. C. Subsequent to the Parties' signing of the IRA, the Incumbent incurred additional external legal expenses associated with rebanding in the amount of Four Thousand, Three Hundred Fifty Dollars and 00 /100 ($4,350.00). For good and valuable consideration, the receipt of which the Parties hereby acknowledge, Incumbent and Nextel hereby agree to amend the Agreement as follows: 1. Schedule C: The FRA is hereby amended by deleting Schedule C in its entirety and replacing it with Exhibit 1, Schedule C, attached hereto. The amendment to Schedule C is supported by Exhibit 2: Change Order 9 attached hereto. The amended project total is Eight Hundred Thirteen Thousand, Seven Hundred Sixty -Nine Dollars and 18/100 ($813,769.18). The attached Exhibits are incorporated into the Amendment. In the event of any inconsistencies between the terms and conditions of this Amendment and the terms and conditions of the FRA, the terms and conditions contained herein shall control. IN WITNESS WHEREOF, the Parties have signed this Amendment as of the date first written above and the FRA is hereby amended. Incumbent• Nextel: County of Eagle (CO) Nextel West Corp. By: By: Name: Sara J. Fisher Name: Title: Chairman, Board of County Commissioners Title: Page 1 of 13 Incumbent: Eagle County (CO) DL# 8910427812 4th Amendment June 2010 X10 -2-AT- EXHIBIT 1 SCHEDULE C 800 MHZ RECONFIGURATION COST ESTIMATE — CERTIFIED REQUEST Incumbent's Nome: Eagle County, Colorado Pursuant to the Order, Incumbent is required to reconfigure its existing facilities and requests Nextel to fund the estimated reconfiguration costs included below: Incumbent Payment Terms: Nextel will pay Incumbent an amount not to exceed the Estimated Cost(s) for Incumbent with respect to each category of work, as set forth below. Nextel will pay Incumbent $0.00 within 15 days (30 days if Incumbent electg 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 A). Nextel will pay any outstanding balance of the Actual Costs due to Incumbent within 30 days after the Reconciliation Date (as "Actual Costs" and "Reconciliation Date" are defined in Section 3(b)(i)). Vendor Payment Terms: 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 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: Incumbent is the licensee of an 800 MHz Motorola SmartZone 3.0 system on Interleaved Band frequencies under FCC Call Signs WPJL932, WPWR437, WPZU613, WPJL935, WPJL925, WPWG970, and WPWG970 AND WPPW404. The system operates at twelve (12) sites, with sixty -one (61) channels and more than 1,300 mobile units (including one Talkgroup Extender). The System includes five (5) Expansion Band (i.e. 860 MHz) channels which are proposed to be rebanded. Incumbent also Operates a simplex 800 MHz system at the airport on 860.4375 MHz, and most of Eagle County's radios have this operati6nal capability. The major system elements to be reconfigured are summarized in the table below: Base station frequencies 16 NEW 16 - Voice channels 61 8 - Home /Control channels 8 8 Repeater sites 8 12 Other sites (remote recv, BDA) 1 1 Subscriber units retuned 163 163 Subscriber units reprogrammed 576 576 Subscriber units replaced 533 533 Subscriber units rebanded total 1272 1272 Entities operating on the system 14 14 Page 2 of 13 Incumbent: Eagle County (CO) DL# 8910427812 0 amendment June 2010 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 IRA 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 IRA (i.e., "contract execution + xx days ") and estimate the duration of each task. 3. Implementation Plan: The Implementation Plan (Statement of Work) and associated deliverables describe the reconfiguration implementation plan resulting from funds expended under the Planning Funding Agreement dated July 7, 2006. See attachment —to Executed IRA, 10/17/07 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 (Vendor) • Interim Template creation (103 @ $236.00 /unit = Motorola $194,911.92 $24,308.00) c/o Robyn Meceij • Final Template creation (16 @ $236.00 /unit = I1,02 - SWA2 1301 E. Algonquin Rd $3,776.00) Schaumburg, IL 60196 • Removal of 70, LCS2000 and Reinstallation of 70, XTL2500 replacement mobiles (70 @ $208.86 /unit = $14,620.20) • GTX dash mount mobiles retuned, includes 2 Privacy Plus mobiles (82 @ $56.00 /unit = $4,592.00) • GTX Portable radios retuned (81 @ $56.00 /unit = $4,536.00) • Non -GTX subscriber for interim reflash/reprogramming (1190 @ $102.66 /unit = $122,165.40) • FutureCom Mobile Repeater retuned (1 @ $177.00 /unit = $177.00) • Final reprogramming of subscribers (202 @ $102.66 /unit = $20,737.32) II. Infrastructure Equipment Reconfiguration (Vendor) a. Infrastructure Equipment Reconfiguration Services Motorola $226,570.71 Page 3 of 13 Incumbent: Eagle County (CO) DL# 8910427812 4`h amendment June 2010 Central Site Infrastructure Zone Controller refresh level 2 Terminal replaced with Certified Network Mgmt. 3.0/3.5 workstation, w/o monitor. $C Anywhere 11.5 and Crystal Reports 11.0 installed. rhe Firmware will be upgraded using Upgrade/ D -on for Astro capable SZ. Software update: R 3.0 ZC Software 1Q06 SZIM- R05.03.90.01, includes Rescue Tape and SZ3.0 ZM CD- R10.00.03. User data servers will not be replaced (1 @ $16,579.71 /unit = $16,579.71) Repeater Site Infrastructure 4 sites require hardware & firmware upgrades to insure future NPSPAC capability but no frequencies change. • Sunlight Peak (1 @ $3,187.00 /unit = $3,187.00) • Lower Beaver Creek (1 @ $3,137.00 /unit = $3,137.00) • Shrine Pass 0 @ $3,186.00 /unit = $3,186.00) • Lower Dowd (1 @ $3,187.00 /unit = $3,187.00) 8 sites require one channel be retuned, along with firmware upgrades to insure future NPSPAC capability • Beaver Cheek (1 @ $3,947.00 /unit = $3,947.00) • Beacon Hill (1 @ $4,075.00 /unit = $4,075.00) • Castle Peak (1 @ $3,672.00 /unit = $3,672.00) • Vail Qwest Tower (1 @ $3,674.00 /unit = $3,674.00) • East Vail (I @ $3,079.00 /unit = $3,079.00) • Ski Coopor(1 @ $3,725.00 /unit = $3,725.00) • Crown Mountain (1 @ $3,911.00 /unit = $3,911.00) • McCoy (1 @ $3,211.00 /unit = $3,211.00) Miscellaneous • SystemE»gineering (120hrs @ $175.00 /hr = $21,000.0) • System T chnologist (240hrs @ $175.00 /hr = $42,000.00) Project Management • Includes System Verification, Implementation planning and subsctiber retuning PM (600hrs @ $175.00 /hr = $105,000.00) b. Infrastructure Equipment Reconfiguration (Vendor) Equipment/Softw *re: Motorola $34,176.00 • EPIC IV Quantar Control Cards -Model No:DLN1229 (12 @ $2,848.00 /Each) III. Professional Services Costs (Vendor) System Consultant Paul Smith - Consultant $10,560.00 • Paul Smith, FRA negotiations, technical consulting, 10261 Tracery Court coordination with Eagle County, (96hrs @ $110.00 /hr Parker, CO 80134 _ $10,560;00) 720 -201 -1137 Page 4 of 13 Incumbent: Eagle County (CO) DL# 8910427812 4`h amendment June 2010 IV. Contracts and Legal Costs (Vendor) • Legal Fees to Negotiate FRA (100hrs @ $400.00 /hr = Shulman Rogers Gandal Pordy $43,725.00 $40,000.00) & Ecker, P.A • FCC Licensing Work (17hrs @ $175.00 /hr = 11921 Rockville Pike, Third $2,975.00) Floor Rockville, Maryland 20852 • Closing document review (1 @ $750.00 /unit = 301- 231 -0930 $750.00) V. Other Costs (Vendor) • Train the Trainer for replacement radios Q @ Motorola $14,28.0.00 $4,750.00 /unit = $14,280.00) rm Description of Work To Be Performed Payee Estimated Cost(s) b. Infrastructure Equipment Reconfiguration (Vendor) Equipment/Software: Motorola $135,866.00 • Quantar Exiter firmware - Model No:DLN1289A (53 @ $20.00 /Each) • Current Shipping Software of Quantar Repeaters - Model No:X795AG (53 @ $1,200.00 /Each) • Upgrade /Add -on for ASTRO Capable SmartZone - Model No:T5826B (1 @ $820.00 /Each) • KC877000A00001032 R3.0 ZC Software 1Q06 SZIM- R05.03.90.01 (includes KC877TOOH000010322 Rescue Tape and KC877000A000010322 AZ3.0 ZM CD- R10.00.03) (1 @ $65,600.00 /Each) • PC Anywhere 11.5 - Model No:DS10318995 (1 @ $228.00 /Each) • Crystal Reports 11.0 - Model No:DNN8673 (1 @ $598.00 /Each) • Certified Network Management 3.0/3.5 Workstation (does not include monitor) - Model No:L3448 (1 @ $3,960.00 /Each) Description of Work To Be Performed Payee Estimated Cost(s) I. Subscriber Equipment Reconfiguration (Vendor) • Additional subscribers retune /reflashed (266 @ $102.66 Motorola $27,307.56 /unit = $27,307.56) II. Infrastructure Equipment Reconfiguration (Vendor) a. Infrastructure Equipment Reconfiguration Services Motorola $67,027.27 • Sunlight Peak (1 @ $6,096.97 /unit = $6,096.97) • Lower Beaver Creek (1 @ $6,096.97 /unit = $6,096.97) • Shrine Pass (1 @ $4,392.42 /unit = $4,392.42) • Lower Dowd (1 @ $6,096.97 /unit = $6,096.97) Page 5 of 13 Incumbent: Eagle County (CO) DL #8910427812 4 1 amendment June 2010 • Beaver Creek (1 @ $6,551.52 /unit = $6,551.52) • Beacon Hill (1 @ $6,627.27 /unit = $6,627.27) • Castle Peak (1 @ $6,475.76 /unit = $6,475.76) • Vail Qwest Tower (1 @ $4,051.52 /unit = $4,051.52) • East Vail,(1 @ $4,392.42 /unit = $4,392.42) • Ski Coop r (1 @ $5,490.91 /unit = $5,490.91) • Crown Mountain (1 @ $6,551.52 /unit = $6,551.52) • McCoy ( @ $4,203.02 /unit = $4,203.02) b. Infrastructure Equipment Reconfiguration (Vendor) Equipment/SoftWare: Motorola ($12,720.00) • Current Shipping Software of Quantar Repeaters - Model NO:X795AG ( -53 @ $1,200.00 /Each) • Current Shipping Software of Quantar Repeaters - Model NO:X795AG (53 @ $960.00 /Each) Description of Work To Be Performed Payee Estimated Cost(s) I. Subscriber EgOipment Reconfiguration (Vendor) • Subscriber Interim Template (19 @ $236.00 /unit= Motorola $53,840.16 $4,484.00) • Final Tenplate Creation (114 @ $236.00 /unit = $26,904.00) • Removal of LCS2000 and Reinstall of XTL2500 replacement Mobiles ( -13 @ $208.36 /unit= ($2,708.68)) • GTX dash mobiles retuned Includes 2 PP mobiles ( -10 @ $56.00 /unit= ($560.00)) • GTX Portable Radios Retuned ( -43 @ $56.00 /unit = ($2,408.00)) • Not GTX Interim Programming ( -491 @ $102.66 /unit = ($50,406.06)) • Final Reprogramming of Subscribers (765 @ $102.66 /unit = $79,534.90) II. Infrastructure jEquipment Reconfiguration (Vendor) a. Infrastructure quipment Reconfiguration Services Motorola $5,274.56 • Additiona I Helicopter Trip (1 @ $3,121.21 /unit = $3,121.21 • Escort to Customer owned sites (1 @ $2,153.35 /unit = $2,153.35 III. Professional rvices Costs (Vendor) • Addition hours for consulting and coordination with Paul Smith - Consultant $5,000.00 Eagle County (1 @ $5,000.00 /unit = $5,000.00) IV. Contracts and Legal Costs (Vendor) • Additional legal for advice, meetings, filings, etc. (9hrs Shulman Rogers Gandal Pordy $3,600.00 @ $400.00 /hr = $3,600.00) & Ecker, P.A 12505 Park Potomac Ave. Page 6 of 13 Incumbent: Eagle County (CO) DL# 8910427812 4`h amendment June 2010 Description of Work To Be Performed I. Contracts and Legal Costs • Additional legal for advice, meetings, filings, etc. (10hrs @ $435.00 /hr = $4,350.00) Motorola c/o Robyn Meceij IL02 - SWA2 1301 E. Algonquin Rd Schaumburg, IL 60196 Paul Smith - Consultant 10261 Tracery Court Parker, CO 80134 720 - 201 -1137 Shulman Rogers Gandal Pordy & Ecker, P.A 12505 Park Potomac Ave. Sixth Floor Potomac, MD 20854 301- 231 -0930 Total Estimated Costs Sixth Floor Potomac, MD 20854 301- 231 -0930 ( "SRGP &E ") Payee I Estimated Cost(s) (Vendor) SRGP &E $4;350.00 12505 Park Potomac Ave. Sixth Floor Potomac, MD 20854 301- 231 -0930 Vendor 1 $746,534.18 Vendor . 1 $15,560.00 Vendor 1 $51,675.00 Incumbent Certification $813,769.18 Pursuant to the Order, Incumbent hereby certifies to the Transition Administrator appointed pursuant to the Order that the funds requested above are the minimum necessary to provide Incumbent reconfigured facilities comparable to those presently in use. If applicable, Incumbent further certifies, to the best of Incumbent's knowledge, that any vendor costs listed on Schedule C are comparable to costs that vendor previously charged Incumbent for similar work. Signature: �. Print Name: mil` a 'T • 1-c Title: L`+\a ur l'Y`l i Phone Number: q � (). � L-Q- 49 Ud E- mail'" w - 04 ::;> t d Page 7 of 13 Incumbent: Eagle County (CO) DL# 8910427812 4`h amendment June 2010 CHANGE ORDER # 9 Change Order Document Follows Page 8 of 13 Incumbent: Eagle County (CO) DL# 8910427812 4`" amendment June 2010 Fm:SHULMAN, ROGERS, GANDAL, PORDY & ECKER, PA To:Attached Image (18662216990) March 12, 2010 VIA FACSIMILE Ms. Rochelle Pearson Sprint Nextel 2001 Edmund Halley Drive Reston, VA 20191 Dear Ms. Pearson: 11:24 03115110GMT -04 Pg 02 -06 C Rebanding Consulting Re: Eagle County, CO ( "Incumbent ") DL8910427812 Request for Exercise of Frequency Reconfiguration Agreement Change Order Provision To effectuate the relocation of the frequency or frequencies licensed to the Incumbent pursuant to the Frequency Reconfiguration Agreement dated October 17, 2008, as amended, (FRA) this letter serves as the official request (Change Notice) for the exercise of the FRA change order (Change Order) provision, as required by the FRA. Pursuant to the Cost Estimate to the FRA, as amended, Incumbent's counsel, Shulman, Rogers, Gandal, Pordy & Ecker, P.A., (SRGPE), was allocated legal fees in the amount of $49,825.00. 5RGPE has previously invoiced $49,032.07. SRGPE has incurred additional legal fees and costs through February 28, 2010, of $1,107.75 (see attached invoice). in order to complete the relocation and implementation of the reband of the Incumbent's system contemplated by the FRA, SRGPE has or will incur additional fees and costs beyond what was estimated in the original contract, as amended, for legal advice, meetings, correspondence, filings, document preparation, licensing, closing and related legal services. Incumbent is requesting additional estimated legal fees and costs in the amount of $4,350.00 (10 hours at a rate not to exceed $435.00 per hour) in excess of the current Cost Estimate. Notwithstanding the foregoing, SRGPE acknowledges it will only be compensated for legal fees and costs actually incurred. As such, Incumbent is requesting the following changes to the work currently encompassed by the Cost Estimate to the FRA: Paul Smith 10261 Tracery Court Parker, CO 80134 720- 201 -1137 Page 9 of 13 Incumbent: Eagle County (CO) DL# 8910427812 4`h amendment June 2010 M:OMULrnAN` KUlotKb, UANUAL, VUKUY to MUMMK, VA 10:AuacneO Image p tjooZZ'10`Jiuj '17:Y41101701'IUUM I-U4 119 U3-u0 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) Legal Fees Shulman Rogers Ganda! Pordy & Ecker, P.A. Per Original Contract as $49,825.00 amended Additional Request Per This $4,350.00 Change Order (10 Hours Not To Exceed Rate of $435.00 Per Hour). Please analyze the information provided herein and contact our counsel at the information below to discuss how we can proceed to an amendment of the FRA. Jeffrey W. Rubin, Esq. Alan S. Tilles, Esq. Shulman Rogers Gandal Pordy & Ecker, P.A. 12505 Park Potomac Avenue 6 r Floor Potomac, MD 20854 (301) 230 -5200 atilles@shulmanroeers.com irubin0shulmanrogers.com Page 10 of 13 Incumbent: Eagle County (CO) DL# 8910427812 0 amendment June 2010 Fm:SHULMAN, ROGERS, GANDAL, PORDY & ECKER, PA To:Attached Image (18662216990) 11:24 03/1511OGMT -04 Pg 04 -06 Sincerely, Eagle County, CO "—� Signature Name Title cc: Alan S. Tilies, Esq., Shulman Rogers Gandal Pordy & Ecker, P.A. Jeffrey W. Rubin, Esq., Shulman Rogers Gandal Pordy & Ecker, P.A. Heather P. Brown, Esq., Sprint Nextel William Jenkins, Sprint Nextel Paul Smith, Eagle County, CO g: \126 \800 MHz Rebanding \Eagle County, CO \Eagle FRA COR 3- 11- 10.doc Page 11 of 13 Incumbent: Eagle County (CO) DL# 8910427812 4`h amendment June 2010 Fm:SHULMANj ROGERS, GANDAL, PORDY & ECKER, PA To:Attached Image (18662216990) 11:24 0311 511 0GMT -04 Pg 05 -06 Shulman, Rogers, Gandal, Pordy & Ecker, P.A. 12505 Park Potomac Avenue, 6th Floor Potomac, Maryland 20854 (301) 230 -5200 Federal Tax 1p 52- 1008944 Eagle County, Colorado 10261 Tracery Court Parker, CO 80134 For Professional Services Rendered Through February 28, 2010 RE: 800 MHz Rebanding Invoice: * * * * ** Invoice Date: March 12, 2010 Client Number; 113365 Matter Number: 00002 Date Atty Description fours 11/11/09 JWR Review email from K, Guthrie re revised Amendment 3; 0.80 Review FRA and prior Amendments re same; Email P. Smith re same 11/19/09 Si Other - emaiI 0.10 11/20/09 JWR Email P. Smith re revisions to Amendment to FRA 0.10 11/25/09 JWR Email P. Smith re status re review of revised Amendment to 0.10 FRA 12/07/09 JWR Email and telephone P. Smith re stratus of revised Amendment 0.20 12123/09 DDD Review consummation deadline for partial AAs to Nextel 0.30 12/29 109 JWR Exchange emails with P. Smith and K. Guthrie re status of 0.20 revised Third Amendment to FRA 01 113 /10 DDD Review consummation deadlines; file consummation extension 0.90 for WPJL925 partial AA to Nextel 01/19/10 JWR Respond to K. Guthrie email re status of Amendment to FRA 0.20 01/20/10 JWR Review final version of revised Third Amendment to FRA; 0.30 Exchange entails with K. Guthrie re execution of same 01/28/10 JWR Email K Guthrie re corrections to Amendment 3 to FRA 0.10 01/29/10 JWR Email P. Smith re execution of revised Amendment 3 to FRA 0.20 01/29/10 DDD Review status of consummation extension request for partial 0.20 AA to Nextel 02/09/10 JWR Email P. Smith re status of execution of revised Amendment 3 0.10 to FRA Total Hours: 3.80 Page 12 of 13 Incumbent: Eagle County (CO) DL# 8910427812 4`h amendment June 2010 Fm:SHULMAN, ROGERS, GANDAL, PORDY & ECKER, PA To:Attached Image (18662216990) 11:24 0311 511 0G MT -04 Pg 06 -06 Shulman, Rogers, Gandal, Pordy & Ecker, P.A. Invoice: * * * * ** Invoice Date: March 12, 2010 Client Number: 113365 Matter Number: 00002 Page: 2 Attorney Hours Rate, Value Dana D. Daberkow 1.40 180.00 252.00 Shirley Johnson 0.10 160.00 16.00 Jeffrey W. Rubin 0.90 345.00 310.50 Jeffrey W. Rubin 1.40 335.00 469.00 Current Fees $1,047.50 Totai Fees 51,047.50 For Costs Advanced and Expenses Incurred: Description Riling Printing and duplication Current Expenses Total Balance Due Upon Receipt Page 13 of 13 Incumbent: Eagle County (CO) DL# 8910427812 4'h amendment June 2010 Amount 60.00 0.25 $60.25 11 7