96-22167 RESO
Resolution No.
96-22167
A RESOLUTION OF THE MAYOR AND CITY
COMMISSION OF THE CITY OF MIAMI BEACH,
FLORIDA AUTHORIZING THE MAYOR AND CITY
CLERK TO EXECUTE AN AMENDMENT TO THE
AGREEMENT BETWEEN THE CITY AND PRIMECO
PERSONAL COMMUNICATIONS, L.P. RELATING TO
THE RELOCATION AND REPLACEMENT OF
MICROWAVE RADIO TRANSMISSION EQUIPMENT.
WHEREAS, on March 20, 1996, the City Commission adopted Resolution No. 96-21926
approving, subject to conditions, an agreement between the City and PrimeCo Personal
Communications, L.P. ("PrimeCo") for the relocation and replacement of the City's public safety
2 GHz microwave radio system and the waiver of competitive bids for any construction work; and
WHEREAS, under the agreement, the City is to receive an Alcatel 10 GHz digital microwave
system that was to be installed and operational by April 30, 1996; and
WHEREAS, the Alcatel equipment has not yet passed the requisite tests prescribed by
Omnicom, the City's consultant; and
WHEREAS, PrimeCo has requested authorization from the City to utilize an alternate cut-
over plan utilizing leased circuits (T -1 lines) until the permanent microwave equipment is fully
functional and meets the standards prescribed in the original agreement; and
'WHEREAS, the City and PrimeCo desire to enter into the amendment attached hereto and
incorporated herein providing for, among other matters, the utilization of leased lines until a
permanent system is in place.
NOW, THEREFORE, BE IT DULY RESOLVED BY THE MAYOR AND CITY
COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA that:
1. The Mayor and City Clerk are authorized to execute the attached amendment, attached hereto
and incorporated herein, to the agreement between the City and PrimeCo Personal
Communications, L.P. relating to the relocation and replacement of microwave equipment.
2, This Resolution shall take effect immediately upon adoption,
PASSED and ADOPTED this 23rd
day of Oc tober
Attest:
9-o~~ rQA.~
Robert Parcher, City Clerk
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FORM APPROVED
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Date I~/ '/ ~ t
CITY OF
MIAMI BEACH
CITY HALL 1700 CONVENTION CENTER DRIVE MIAMI BEACH FLORIDA 33139
Commission Memorandum No. G:,35-~
TO:
Mayor Seymour Gelber and
Members of the City Commission
DATE: October 23, 1996
FROM:
Jose Garcia-Pedrosa ~
City Manager '
A RESOLUTION AUT ORIZING AN AMENOMENT TO THE AGREEMENT WITH PRIMECO
PERSONAL COMMUNICATIONS, L.P., FOR THE RELOCATION AND REPLACEMENT OF
MICROWAVE RADIO TRANSMISSION EQUIPMENT
SUBJECT:
RECOMMENDATION
Adopt the Resolution
BACKGROUND
On March 20, 1996, the City Commission adopted Resolution No, 96-21926 which approved an
agreement between the City and PrimeCo Personal Communications, LP. ("PrimeCo") for, among
other things, the relocation and replacement of the City's public safety 2 GHz microwave radio
system and the waiver of competitive bids for any construction work, subject to the receipt by the
City of a favorable recommendation by Omnicom, the City's consultant, of the proposed new system.
Under the agreement, the City was to receive an Alcatel 10 Ghz digital system that was to be installed
and operational by April 30, 1996.
During the test period of the proposed new system using the approved "cut-over" plan, technical
problems were encountered with the Alcatel equipment. This resulted in delays to the project while
equipment was repaired or replaced.
As a result, PrimeCo requested permission from the City to utilize an "alternate cut-over" plan
utilizing leased circuits (T -1 lines) until the microwave equipment was fully functional and met the
performance standards prescribed in the original agreement.
Agenda Item c.. I A.
Date l D -17q L:,
PrimeCo Personal Communications, L.P,
October 9. 1996
Page 2
AMENDMENT
An amendment to the agreement is attached hereto and incorporated herein, as Attachment A.
Highlights of the amendment are as follows:
1. Authorizes the temporary use by the City of leased lines at PrimeCo's expense, with
acknowledgment that these are not comparable to the microwave system.
2. "Completion Date" is amended to November 1, 1996. PrimeCo will pay for the purchase of
one (1) royal palm tree for each day late, up to a maximum of twenty-five (25) trees.
3. The maximum reimbursable expenses of the City for the services of Omnicom, the City's
technical consultant, is increased from $10,000 to $50,000. PrimeCo will also reimburse the
City for all expenses incurred by the City resulting from work requested and approved by
PrimeCo.
4. In the event that the Alcatel equipment fails to pass the requisite tests, PrimeCo would be
required to acquire, install, and test appropriate equipment from Harris Farinon.
5. The bonus of$35,000 included in the original Agreement is payable to the City no later than
30 days after the Completion Date.
6. In the event that PrimeCo has not met all its obligations by February 1, 1997, PrimeCo would
be required to restore the City's 2 GHz microwave system, at its expense.
The amendment to the agreement has been reviewed by Omnicom, the City Attorney's Office, and
the City's external legal counsel, Robert Gurss with the law firm of Wilkes, Artis, Hedrick & Lane.
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AMENDMENT
This Amendment (the "Amendment") is entered into this 23rd day ofOctobe~
1996, by and between, PRIMECO PERSONAL COMMUNICATIONS, L.P., a
Delaware limited partnership with offices at 777 Yamato Road, Suite 600, Boca Raton,
Florida 33431 ("PRIMECO") and the CITY OF MIAMI BEACH, FLORIDA, a
Florida municipal corporation with principal offices at City Hall, 1700 Convention
Center Drive, Miami Beach, Florida 33139 ("OFM Licensee").
WHEREAS the parties have negotiated an agreement (the "Agreement") for the
relocation of certain Microwave Facilities of OFM Licensee; and
WHEREAS the circumstances having changed, the parties desire to amend the
Agreement by virtue of this Amendment;
NOW, THEREFORE, in consideration of the mutual promises hereinafter set
forth, and for other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto agree as follows:
1. All capitalized terms referenced herein retain their definitions set forth in
the Agreement.
2. The parties acknowledge that the Microwave Facilities on the Paths set
forth on Schedule A of the Agreement have been relocated to temporary leased lines at
PRIMECO's expense, and that upon the completion of testing of the permanent
Replacement Facilities to the satisfaction of OFM Licensee, OFM Licensee's Microwave
Facilities on the leased lines shall be cutover to the Replacement Facilities. The parties
further acknowledge that the leased lines are not "comparable" to the former Microwave
Facilities of OFM Licensee as defined in Article V of the Agreement. PRIMECO shall
be responsible for correcting any defects, outages, or other problems arising from the use
of the leased lines. PRIMECO shall use its best efforts to restore service no later than
four (4) hours following reported outages.
3. The "Completion Date" is hereby amended to November 1, 1996.
Notwithstanding anything to the contrary, for each day after November 1, 1996 that
PRIMECO has not performed all of the obligations necessary for the Completion Date to
occur, PRIMECO shall purchase on behalf of OFM Licensee one royal palm tree up to a
maximum of one thousand dollars ($1,000) for each palm tree, to a maximum of (25)
twenty-five trees. OFM Licensee shall be responsible for arranging the delivery and
planting of each tree at a location of its choice. Notwithstanding the above, PRIMECO
shall not be responsible for any delays caused by Force Majeure.
4. Having previously agreed to reimburse OFM Licensee a maximum of ten
thousand dollars ($10,000) of Omnicom's reasonable fees and expenses incurred in
connection with the negotiation of the Agreement and the relocation of the Paths,
MiamiBeachAmendment
Final
PRIMECO hereby agrees to increase this maximum amount to fifty thousand dollars
($50,000). In addition to the requirements for documentation set forth in Section IV of
Schedule B of the Agreement, PRIMECO shall have the right to conduct a reasonable
audit of these fees and expenses. PRIMECO shall also reimburse OFM Licensee for the
cost of modifications to OFM Licensee's facilities that are requested by PRIMECO, when
such costs are approved by PRIMECO in writing.
5. The parties acknowledge that in the event the Alcatel system currently
being tested for use as the Replacement Facilities fails to pass the requisite tests to the
reasonable satisfaction of Omnicom, PRIMECO shall acquire, install, and test
appropriate equipment from Harris Farinon. The Harris Farinon equipment shall be
tested to the reasonable satisfaction of Omnicom.
6. The foregoing terms of this Amendment shall control to the extent they are
inconsistent with any terms of the Agreement. Those terms of the Agreement that are not
inconsistent with this Amendment are hereby ratified and incorporated herein by
reference, including, but not limited to, the obligation of PRIMECO to pay $35,000 to
OFM Licensee no later than thirty (30) days after the Completion Date, as such date has
been modified by this Amendment.
7. In the event that PRIMECO's obligations necessary for the Completion
Date to occur have not been performed by February 1, 1997, PRIMECO shall relocate
OFM Licensee back to its former or equivalent 2 GHz frequencies and shall remain liable
to OFM Licensee for reasonable legal and consulting expenses incurred by OFM
Licensee pursuant to the Agreement and this Amendment. This provision shall not limit
the remedies that may otherwise be available in law or equity to OFM Licensee.
Notwithstanding the above, this section is subject to Article X, the Force Majeure article
of the Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by a duly authorized officer as of the day and year first above written.
. eymour Gelber
E: Mayor
BY: Michael Simkin
TITLE: V.P., General Manager
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Attest
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B : Robert Parcher
TITLE: CITY CLERK