96-21926 RESO
RESOLUTION NO.
96-21926
A RESOLUTION OF THE MAYOR AND CITY COMMISSION
OF THE CITY OF MIAMI BEACH, FLORIDA
AUTHORIZING AND DIRECTING THE MAYOR AND CITY
CLERK TO EXECUTE THE A TT ACHED CONTRACT WITH
PCS PRIMECO, INC., SUBJECT TO THE RECEIPT BY THE
CITY OF A CONSUL T ANT'S FAVORABLE
RECOMMENDATION, FOR THE RELOCATION OF
MICROWAVE RADIO TRANSMISSION EQUIPMENT
PERTAINING TO THE CITY'S PUBLIC SAFETY RADIO
COMMUNICATIONS SYSTEM, AND WAIVING
COMPETITIVE BIDDING WITH REGARD TO
CONSTRUCTION WORK TO BE PERFORMED IN
CONNECTION WITH THE ATTACHED CONTRACT.
WHEREAS, the City of Miami Beach's ( the "City") public safety radio communication
system utilizes several transmission sites within the City for sending and receiving signals from
hand-held and mobile radios used by police officers, firefighters and emergency medical personnel;
and
WHEREAS, each of these transmitter sites are tied together and to the police and fire
departments through a point-to-point microwave radio network; and
WHEREAS, a portion of this microwave radio network utilizes frequencies in the 1850-
1990 megahertz band; and
WHEREAS, the Federal Communications Commission ("FCC") has reallocated the 1850-
1990 megahertz band for personal communications services ("PCS"), a new commercial mobile
telephone service; and
WHEREAS, PCS licenses for specific geographic areas are being issued through auctions
conducted by the FCC; and
WHEREAS, PCS PrimeCo, L.P. ("PrimeCo") was awarded, in an FCC auction, that portion
of the City microwave radio network that uses 1850-1990 megahertz frequencies; and
WHEREAS, PrimeCo paid $126 million dollars for this license; and
WHEREAS, FCC requirements provide that before a licensee such as PrimeCo can operate
pursuant to its license it must first "clear" the frequencies which pertain to its license of any
incumbent microwave users, such as the City; and
WHEREAS, PrimeCo would like to "clear" the frequencies pertaining to its license by
relocating the microwave radio network of the City to other frequencies; and
WHEREAS, FCC requirements provide that the licensee must pay the costs incurred in
connection with relocating the microwave radio network of the City to another frequency; and
WHEREAS, the City and PrimeCo have negotiated the terms of the Relocation Agreement
attached hereto, which provides, among other things, for PrimeCo to (a) pay the expenses of the
relocation, (b) install new equipment on a "turn-key" basis, (c) pay for the City's attorney's fees and
costs incurred in connection with special counsel retained to represent the City in this process (up
to $25,000) and (d) pay a bonus to the City to expedite the relocation; and
WHEREAS, the City would like PrimeCo to perform or cause the performance of the
relocation work without the City competitively bidding that work in order to expedite the relocation
and obtain more favorable terms in the Relocation Agreement with PrimeCo; and
WHEREAS, waiving competitive bidding in this case is in the best interest of the City; and
WHEREAS, pursuant to FCC requirements, the City eventually must relocate its microwave
radio network and expediting the relocation is in the best interest of the City; and
WHEREAS, Omnicom, Inc., an engineering and consulting firm, or another similar entity
selected by the City Manager, will review the relocation transition plan, which is Schedule B to the
attached Agreement, as well as supporting documentation, to determine if such plan will meet the
City's communications requirements; and
2
WHEREAS, Omnicom's favorable recommendation, or the favorable recommendation of
a similar entity selected by the City Manager, as to the relocation transition plan is a condition to
execution of the Agreement.
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 hereby authorized and directed to execute the
Agreement attached hereto between the City of Miami Beach and PCS PrimeCo, Inc., pertaining
to the relocation of the City's microwave radio network, after receipt by the City Manager of a
favorable recommendation from Omnicom, Inc., or a similar entity selected by the City Manager,
that the relocation transition plan described in Schedule B of the attached Agreement meets the
City's communications requirements.
2) The waiver of the requirement of competitive bidding as to the construction work to
be performed in connection with the attached Agreement is in the best interest of the City.
3) The requirement of the City Code that the construction work to be performed in
connection with the attached contract be competitively bid is hereby waived, pursuant to Chapter
31A-I0(e) of the Miami Beach City Code.
4) The City Administration and the City Attorney's office are authorized to take all
incidental actions necessary to fulfill the purpose of this Resolution.
5) This Resolution shall take effect immediately upon its adoption.
PASSED and ADOPTED this 20th day of March , 1996.
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MAYOR
ATTEST:
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CITY CLERK
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Attachment
CITY OF
MIAMI BEACH
CITY HALL 1700 CONVENTION CENTER DRIVE MIAMI BEACH FLORIDA 33139
COMMISSION MEMORANDUM NO. ~
TO:
Mayor Seymour Gelber and
Members of the City Commission
DATE: March 20, 1996
FROM:
Jose Garcia-Pedrosa ~
CIty Manager lUff
A Resolution authorizi~nd directing the Mayor and City Clerk to execute the attached
contract with PCS PrimeCo, L.P., for the relocation and replacement of microwave radio
transmission equipment pertaining to the City's public safety radio communications
system and waiving City Code requirements to bid competitively any construction
work.
SUBJECT:
ADMINISTRATION RECOMMENDATION
Adopt the Resolution
BACKGROUND
The City's public safety radio communications system utilizes several transmission sites within the
City for sending and receiving signals from hand held and mobile radios used by police officers, fire
fighters, and emergency personnel. This system operates on the 800 Megahertz (MHZ) frequency
band.
Each of the transmitter sites for the 800 MHZ system is tied together and to the Police and Fire
Departments through a point-to-point microwave radio "backbone" network. There are five
microwave "paths" that are part of this network, with each path using a set of special microwave
radio frequencies in a portion of the radio spectrum referred to as the 2 Gigahertz (GHz) band
(I Ghz = 1000 MHZ). More specifically, three of the City's microwave paths uses radio frequencies
in the 1850-1990 MHZ band, and two of the City's paths operate in the 2100-2200 MHZ band.
The Federal Communication Commission (FCC) has reallocated the 1850-1990 MHZ band for
Personal Communications Services (PCS), a new commercial mobile telephone service. PCS licenses
for specific geographic areas are to be issued through auctions, and assigned in frequency blocks
(Blocks A-F). The "A" and "B" Block auctions were completed last year, and the "C" Block auction
is currently underway.
Agenda Item R 1 A
Date 3-20-9~
Microwave Relocation
March 20,1996
Page-2-
Of the three City microwave paths using 1850-1990 MHZ frequencies, two are in frequencies that
are part of the "B" Block and one is in the "c" Block. The "B" Block PCS license for the Miami
Major Trading Area (including all of South Florida) was awarded to PCS PrimeCo, L.P., which paid
$126 million for its license. As noted, the "c" Block license has yet to be awarded. PrimeCo has
indicated that it plans to initiate commercial PCS service by September of this year.
Under FCC guidelines, PrimeCo's PCS operations must not cause electromagnetic interference with
pre-existing microwave systems operating on the same radio frequencies. In most cases, this means
that PrimeCo must remove the pre-existing microwave operations before it can initiate commercial
PCS service in the Miami area. This is accomplished through a negotiated "relocation process"
established by the FCC.
The FCC has established a five-year period during which the PCS licensees and microwave
incumbents, such as the City, are expected to negotiate agreements to "relocate" the current 1850-
1990 MHZ microwave facilities to alternative frequency bands. This requires new microwave radio
equipment and other modifications. The five-year period is divided into a three-year voluntary
negotiation period, which began in April 1995, followed by a two-year mandatory negotiation period.
During the three-year voluntary period, the City had no obligation to negotiate, whereas there must
be "good faith" negotiations during the mandatory period.
If an agreement is still not reached by the end of the mandatory period, PrimeCo can ask the FCC
to force the City to vacate the two "B" Block microwave paths that are part of its microwave
network. However, under current FCC rules, the Commission will force relocation only if the PCS
provider agrees to pay the cost of relocating those (two) paths to other frequencies with comparable
(i.e., analog) equipment. PrimeCo would have no obligation to replace the City's three other
microwave paths or to provide state-of-the-art digital microwave equipment.
CITY MICROWAVE SYSTEM
The City's microwave network operates from six roof-tops or radio-tower "sites" through-out the
City; from north to south, these sites are located at: Parkview Point Condominium, Tower 41, Fire
Station 2, City Hall, Old City Hall, and Rebecca Towers. The three sites or two "paths" (Block B)
that are impacted by the FCC's actions are: Fire Station 2 - City Hall - Old City Hall. The City uses
Motorola "analog" equipment that is eight years old and would need to be replaced in the near future.
NEGOTIATIONS
In 1995, the City met with representatives of PrimeCo on four occasions. During these meetings,
PrimeCo indicated a desire to clear the City's affected frequencies during the early phases of the
voluntary negotiation period; in return they would offer a more lucrative relocation package.
The City presented a frame work for a relocation package which included but not be limited to:
complete relocation and replacement of microwave equipment at not only the three sites affected but
at all six sites; upgrade from "analog" to "digital" technology; and, reimbursement for all direct and
indirect expenses incurred by the City. PrimeCo presented an offer that was responsive to the City's
request; in addition, PrimeCo offered a cash bonus, if certain time deadlines were achieved.
Microwave Relocation
March 20,1996
Page-3-
To assist in completing the negotiations, the City Attorney engaged Robert Gurss, Esq., from the law
firm of Wilkes, Artis, Hedrick, & Lane, located in Washington, D.C. Mr. Gurss has significant
experience in the 2 GHz relocation process and is currently representing approximately 10 other
microwave licensees throughout the country. His clients include major cities and counties in
situations to that facing the City of Miami Beach.
In addition, the telecommunication consulting firm of OMNICOM will be retained by the City to
verify that the new microwave system will meet the City's public safety requirements, review
construction methodologies, and cut-over testing.
TERMS OF THE CONTRACT
The contract has been negotiated pursuant to FCC guidelines, and provides for the replacement by
PrimeCo of certain radio communications facilities owned and operated by the City. Summarized
below are the major terms of the proposed contract:
1. Replacement and relocation of equipment at all six microwave sites with new digital Alcatel
10 GHz radio equipment; cablewave antennae and wave guide; intelligent channel banks;
spares kit; TSM 2500 system monitor; and training for City technicians.
2. Reimburse the City for outside legal fees and costs up to $25,000.
3. Reimburse the City for outside engineering fees and costs up to $10,000.
4. Reimburse the City for direct relocation expenses if services are required from Motorola.
5. Bonus of$35,000 to the City if the agreement is executed and the City vacates the 2 GHz
frequencies by April 30, 1996.
6. All testing and final acceptance must occur by April 30, 1997.
During the cut-over and testing period, the City's original 2 GHz equipment will remain in place but
will not be operational. Should the new 10 GHz equipment not meet performance standards
during a one-year period after installation, the City has the right to "switch-back" to the
original 2 GHz system.
The replacement will be accomplished through a "turn-key" contract whereby PrimeCo will
undertake all responsibility and cost of the replacement.
(NOTE: The proposed contract includes relocating the Block C frequency and precludes the
necessity for any further relocation after the next FCC auction.)
ANALYSIS
As previously stated in this memorandum, the City's microwave equipment is over eight years old
and will soon be in need of replacement. The action of the FCC has provided the City with an
opportunity not only to replace its entire microwave equipment system but also to upgrade the system
to the modern "digital" technology at no cost to the taxpayers of Miami Beach. It is estimated that
the total value of the replacement system and additional considerations is approximately $900,000.
Microwave Relocation
March 20,1996
Page - 4 -
This opportunity exists so long as the City enters into a relocation contract early in the "voluntary"
period. Should the City elect to delay this process, PrimeCo's obligation could be limited to
relocating only the affected frequencies with comparable (i.e. analog) equipment.
Further, since this is a "turn-key" contract, wherein PrimeCo will undertake all construction!
relocation work, responsibility, and costs, it will be necessary for the City Commission to waive the
City Code requirements to bid competitively any construction work.
ACKNOWLEDGMENTS
The Administration would like to acknowledge the hard work and dedication of Peter Liu, Alex
Tachmes, Cheryl Gorchik-Jullian, and Joe London, all of whom worked under very short time
constraints to achieve the results and benefits of the proposed contract. Their actions have resulted
in a $900,000 cost avoidance by the City of Miami Beach.
SUMMARY
By authorizing and directing the Mayor and City Clerk to execute the contract with PrimeCo and
waiving the competitive bid requirement, the City will be able to replace its public safety microwave
Qu~ system and upgrade to "digital" technology, at no cost to the taxpayers of the City of Miami Beach.
r PFL:me .
MICROWAVE RELOCATION AGREEMENT
This Microwave Relocation Agreement (the "Agreement") is entered into this 17th
day of July, 1996 (the "Effective Date"), by and between, PCS PRIMECO, 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").
RECITALS
WHEREAS, PRIMECO has been granted a Broadband PCS license (the "PCS
License") by the Federal Communications Commission ("FCC" or "Commission") to
construct and operate a Personal Communications Services ("PCS") system on frequency
block B in the 1850 - 1990 MHz radio frequency bands in the Miami-Fort Lauderdale
Major Trading Area (the "Market"); and
WHEREAS, PRIMECO is currently entitled to co-primary licensee status for the
use of the frequencies for which it is authorized; and
WHEREAS, OFM Licensee holds authorizations issued by the FCC to operate
fixed microwave radio stations (the "Microwave Facilities") on the frequencies in the 1.9
GHz band (the "Frequencies") and other frequencies on the paths identified on Schedule
A (the "Paths"), for which OFM Licensee is also currently entitled to co-primary status,
and which facilities are within the required coordination distance specified by the FCC
for PCS licensees with respect to the Market; and
WHEREAS, OFM Licensee recognizes that the policies and regulations of the
FCC in ET Docket No. 92-9 may result, under certain conditions, in its loss of co-primary
status as to the use of the Microwave Facilities on the Frequencies and PRIMECO
acquiring primary status for the use of the Frequencies to which each are licensed, which
would require OFM Licensee to protect PRIMECO's PCS system from interference and
accept interference from PRIMECO; and
WHEREAS, PRIMECO recognizes that the FCC's policies encourage PCS
licensees to expedite the resolution of conflicts between co-primary uses of the
Frequencies by enhancing the opportunities available to parties like OFM Licensee to
move their operations to alternate frequencies and facilities and PRIMECO desires to
accommodate OFM Licensee's reasonable requirements in this regard; and
WHEREAS, OFM Licensee is willing voluntarily to terminate its operation of the
Microwave Facilities as they are currently configured and instead to relocate and upgrade
the Microwave Facilities to use alternate physical locations, frequencies, and/or
technologies (the "Replacement Facilities") as set forth in Schedule B hereto, in
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accordance with the FCC's decisions in ET Docket 92-9, on the terms and conditions set
forth herein; and
WHEREAS, PRIMECO and OFM Licensee have agreed that the program
management for the upgrade of the Microwave Facilities to the Replacement Facilities on
the Paths will be performed by PRIMECO in accordance with certain time lines as set
forth in this Agreement;
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:
ARTICLE I. DEFINITIONS
A. Certificate of Acceptance. Certificate of Acceptance shall mean the installation
completion notice from PRIMECO and signed by the OFM Licensee indicating that the
Replacement Facilities have been installed and accepted as agreed to in this Agreement.
B. Completion Date. Completion Date shall mean the date by which the
Replacement Facilities are installed, the microwave operations on the Paths are cut over to
the Replacement Facilities for the Paths, and the Certificate of Acceptance is delivered,
which date the Parties agree shall occur no later than April 30, 1996.
C. Final Acceptance Date. Final Acceptance Date shall mean that date one year
from the Completion Date.
ARTICLE II. OBLIGATIONS OF OFM LICENSEE
A. Transition Plan
1. The parties agree to relocate the Microwave Facilities on the Paths in
accordance with the time lines, equipment specifications and other terms and conditions
set forth in this Agreement, induding the Transition Plan attached hereto as Schedule B.
OFM Licensee acknowledges that the Transition Plan provides a reasonable basis for
relocation of the OFM Licensee's Microwave Facilities to the Replacement Facilities and
that the Replacement Facilities provide equal or superior facilities to those enjoyed by the
OFM Licensee as of the date hereof.
2. Immediately following the execution hereof, OFM Licensee agrees to
review, execute and deliver the pertinent FCC Form 402s and, if necessary, requests for
Special Temporary Authority (ST A) as prepared by PRIMECO for FCC authorization to
use the Replacement Facilities and apply for any other licenses, permits or authorizations
reasonably required from any other regulatory agency or other governmental entity in
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order to accomplish in all material respects the design, construction and operation of the
Replacement Facilities as contemplated in the Transition Plan.
3. The Parties acknowledge that PRIMECO on behalf of OFM Licensee is
in the process of conducting frequency coordination for the Replacement Facilities. To
the extent that the frequencies proposed for the Relocation Facilities are not available for
assignment to OFM Licensee, or OFM Licensee is otherwise denied use of such
frequencies as contemplated in the Transition Plan, OFM Licensee and PRIMECO agree
to use best efforts and take such steps as are reasonably necessary to obtain other,
comparable frequencies, and the Parties shall negotiate in good faith such modifications
to the Transition Plan, including reasonable changes to the timing of the construction and
implementation of the Replacement Facilities, as are appropriate to such changed
frequencies, provided, however, that OFM Licensee shall not be required under any
circumstances to accept Replacement Facilities which do not provide equal or superior
facilities to those enjoyed by the OFM Licensee as of the date hereof.
4. When construction ofthe Replacement Facilities has been completed in
all material respects, the Replacement Facilities shall be tested in accordance with the
manufacturer's standard procedures. Upon completion of the testing, which testing
indicates that the Replacement Facilities have been constructed in all material respects to
the reasonable satisfaction of OFM Licensee based upon the recommendation of
Omnicom (or such other independent consultant retained after consultation with
PRIMECO), OFM Licensee shall immediately cease all operation of the Microwave
Facilities ("Cessation") not utilized in the operation of the Replacement Facilities,
transfer all of its operations to the Replacement Facilities and deliver a duly executed
Certificate of Acceptance to PRIMECO.
5. As of the Final Acceptance Date, OFM Licensee shall convey title to
the Microwave Facilities after Cessation to a contractor identified by PRIMECO.
PRIMECO, in its discretion, shall thereafter have a contractor deinstall, remove and
dispose of all of the Microwave Facilities not utilized in the operation of the Replacement
Facilities, including, but not limited to antennas, waveguide and radios (collectively, the
"Removed Equipment"). All costs of deinstallation, removal, and disposal shall be borne
by PRIMECO, provided however, that the proceeds, if any, of such deinstallation,
removal, and disposal shall belong to PRIMECO to defray associated costs.
B. Conveyance of Licensee's Rights To Frequencies
1. OFM Licensee hereby acknowledges that due to the complexities of its
microwave network, involving multiple paths and frequencies, PRIMECO's efforts at
undertaking to expedite the OFM Licensees transition from the Frequencies and the
Microwave Facilities to the Replacement Facilities involves licenses, frequencies and
facilities that do not create any conflict with PRIMECO's use of the Frequencies. In
order to recognize that other PCS licensees will be benefited by PRIMECO's efforts and,
under the FCC's rules and policies, may bear some of the obligations undertaken by
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PRIMECO by this Agreement, OFM Licensee hereby agrees to convey to PRIMECO as
of the Completion Date all ofOFM Licensee's rights as primary or co-primary licensee of
the Microwave Facilities to protection from interference on the Frequencies (the
"Interference Rights") to the extent permitted by FCC rules and policies.
2. OFM Licensee agrees to assert or exercise any retained Interference
Rights or any Interference Rights not conveyed to PRIMECO, to the extent such
conveyance was not permitted by FCC rules and policies, solely for the benefit of
PRIMECO or its designees or assigns. OFM Licensee further agrees to take reasonable
actions that are necessary for PRIMECO to obtain the benefits of such Interference
Rights or otherwise to obtain the participation of other PCS licensees benefiting from the
Cessation in a cost-sharing plan allocating the costs associated with the Cessation
otherwise borne by PRIMECO pursuant to this agreement. PRIMECO shall reimburse
OFM Licensee for any costs incurred by OFM Licensee in taking the actions described in
this Subsection B(2).
C. No Future Claims. In acknowledgment that the Transition Plan has been fully
and fairly negotiated in good faith between the parties, and represents a reasonable
accommodation of the interests of PRIMECO and the OFM Licensee to the expeditious
transition and upgrade to the Replacement Facilities, OFM Licensee shall not institute nor
commence any proceeding, claim, suit, request, or other legal or equitable challenge or
plea, before the FCC or any other regulatory agency or other governmental entity, or any
court for the purpose of (i) reclaiming the Frequencies, (ii) avoiding this Agreement, (iii)
requiring PRIMECO to provide OFM Licensee with any additional consideration,
facilities, frequencies or the like, or (iv) requiring PRIMECO to share the Frequencies
with OFM Licensee. To the fullest extent permitted by law, OFM Licensee hereby
waives any and all rights otherwise provided by law or regulation that would provide any
such rights, except as to claims for fraud or gross negligence arising out of facts
discovered by OFM Licensees subsequent to the Final Acceptance Date and of which
OFM Licensee did not have actual knowledge prior to the Final Acceptance Date.
Nothing in this Section C shall be construed to prejudice OFM Licensee's rights under
the FCC rules adopted in ET Docket No. 92-9.
ARTICLE III. OBLIGATIONS OF PRIMECO
A. Turnkey Relocation. PRIMECO shall provide, or cause its subcontractors to
provide, OFM Licensee with the following turnkey program management services as
necessary to relocate and upgrade the Microwave Facilities to the Replacement Facilities in
accordance with the Transition Plan (the "Turnkey Program Management Services"):
1. Program manage, procure, install and test the equipment specified in
Schedule B.
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2. Obtain or assist OFM Licensee in securing all governmental and third
party permits, authorizations, inspections, licenses and consents necessary to implement the
Transition Plan.
3. Oversee, coordinate and manage the relocation process and installation of
the equipment, including engaging subcontractors as provided in the Transition Plan.
4. Program manage and implement the cut over of OFM Licensee traffic to
the Replacement Facilities for the Paths, and decommission and shut down the power of the
old 2 GHz equipment utilized in the Microwave Facilities of the Paths.
PRlMECO and its designee shall comply with all applicable governmental laws,
ordinances, and regulations in performing the Turnkey Program Management Services.
B. Commitment to Consummate Transactions. PRlMECO shall cause the
transactions contemplated by this Agreement to be consummated in accordance with the
terms hereof. Without limiting the generality of the foregoing, PRlMECO agrees to
assist OFM Licensee in completing and filing all necessary applications, license
modifications, license surrender letters, and other authorizations from the FCC or any
other regulatory agency or other governmental entity having jurisdiction over the
Microwave Facilities or the Replacement Facilities.
ARTICLE IV. COMPLETION DATE
A. Completion Date. As of the Completion Date, OFM Licensee acknowledges
and agrees that under no circumstances other than those contemplated by Article V of this
Agreement shall OFM Licensee recommission, re-apply power or put back in service the
Microwave Facilities on the Paths without the prior consent of PRIMECO.
B. Licensee's Deliveries as of the Completion Date. As of the Completion Date,
OFM Licensee shall deliver to PRIMECO the following:
1. Copies of any and all licenses, authorizations, or orders from the FCC
or any other regulatory agency, court, or other governmental entity required for
completion of the Transition Plan; and
2. An opinion of OFM Licensee's FCC counsel subject to usual and
customary conditions, dated as of the Completion Date, addressed to PRIMECO to the
effect that, (x) there are no actions, suits or proceedings before the FCC which, if
adversely determined, would materially affect the ability of OFM Licensee to perform its
obligations under this Agreement; and (y) any and all authorizations from the FCC
necessary to completion of the Transition Plan have been issued and are no longer subject
to reconsideration or judicial review; and
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3. Such other documents and instruments as PRIMECO may reasonably
request to consummate the transactions contemplated hereby.
C. PRIMECO's Deliveries as of the Completion Date. As of the Completion
Date, PRIMECO shall deliver to OFM Licensee the following:
1. As built drawings for the Replacement Facilities.
2. Such other documents and instruments as OFM Licensee may
reasonably request to consummate the transactions contemplated hereby.
3. Opinion letter from Holland & Knight addressed to OFM Licensee
regarding Florida bidding and procurement law dated as of the date of this Agreement
and reasonably satisfactory to OFM Licensee.
ARTICLE V. FINAL ACCEPTANCE
Unless, within one year of the Completion Date (the "Final Acceptance Date"),
OFM Licensee has demonstrated that the Replacement Facilities are not comparable to
the former Microwave Facilities of OFM Licensee, OFM Licensee shall be deemed to
have given final acceptance to the Replacement Facilities and PRIMECO shall be
released from any obligations to restore OFM Licensee to its 2 GHz Facilities or to
correct any defects in the Replacement Facilities as of the Final Acceptance Date. If prior
to Final Acceptance Date, OFM Licensee demonstrates that the Replacement Facilities
are not comparable, PRIMECO shall correct the defects to the satisfaction of OFM
Licensee or pay to relocate the OFM Licensee back to its former or equivalent 2 GHz
frequencies. The Replacement Facilities shall be determined comparable as provided in
this Article V by considering the following performance criteria (referenced in
"Redevelopment of Spectrum to Encourage Innovation in use of New Telecommunications
Technologies", ET Docket 92-9 (Third Report) (released August 13, 1993) at para.36):
system reliability, capability, speed, bandwith, throughput, overall efficiency, and
interference protection.
ARTICLE VI. TERM AND TERMINATION
A. Term. This Agreement shall be effective for the period commencing on the
Effective Date until the Final Acceptance Date, except that the obligations of the parties
under paragraphs H.B.2, H.C, and IX shall survive until the fifth anniversary of the
Effective Date.
B. Termination. Notwithstanding anything to the contrary contained m this
Agreement, this Agreement may be terminated at any time by:
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1. The mutual written consent of the parties hereto.
2. Either OFM Licensee or PRIMECO if the other party is in material
breach of any material provision of this Agreement which breach has not been cured
within thirty days after notice of such breach has been given to the breaching party, by
the non-breaching party.
3. Either OFM Licensee or PRIMECO if the right to consummate the
Transition Plan is denied by the Commission by a non-appealable final order, provided,
however, that PRIMECO will promptly pay to OFM Licensee all amounts due OFM
Licensee under this Agreement and reimbursement for reasonable and prudent expenses
incurred by OFM Licensee in connection with this Agreement.
4. By PRIMECO, in the event the FCC revokes or sets aside its PCS
license for the Market, whether or not such action is subject to reconsideration or review,
provided, however, that PRIMECO will promptly pay to OFM Licensee all amounts due
OFM Licensee under this Agreement and reimbursement for reasonable and prudent
expenses incurred by OFM Licensee in connection with this Agreement.
ARTICLE VII. REPRESENTATIONS AND WARRANTIES OF PRIMECO
PRIMECO represents and warrants to OFM Licensee as follows:
A. PRIMECO is a limited partnership duly organized, validly existing and in
good standing under the laws of the State of Delaware.
B. The execution and delivery of this Agreement has been duly and validly
authorized and approved by the President and CEO of PRIMECO's Southeast Region,
and PRIMECO has the requisite power and authority to execute, deliver and perform this
Agreement and to consummate the transactions contemplated hereby. The execution,
delivery, performance hereof, and compliance by PRIMECO with the terms and
provisions hereof will not (assuming receipt of all necessary approvals from the
Commission) conflict with or result in a breach of any of the terms, conditions or
provisions of (i) the Certificate of Limited Partnership of PRIMECO, (ii) any judgment,
order, injunction, decree, regulation or ruling of any court or other governmental
authority to which PRIMECO is subject, or (iii) any material agreement, lease or contract,
written or oral, to which PRIMECO is subject.
C. This Agreement creates lawful, valid and binding obligations, enforceable
against PRIMECO in accordance with their respective terms.
D. No consent, approval, authorization or order of, or registration, qualification
or filing with, any court, regulatory authority or other governmental body is required for
the execution, delivery and performance by PRIMECO of this Agreement, except as set
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forth in the Transition Plan. No consent of any other party is required for the execution,
delivery and performance by PRIMECO of this Agreement.
E. There is no litigation, proceeding or investigation pending, as to which
PRIMECO has received service of process or, to the best of PRIMECQ's actual
knowledge, is threatened against PRIMECO in any federal, state or local court, or before
any administrative agency or arbitrator, or before any other tribunal duly authorized to
resolve disputes, that would reasonably be expected have any material adverse effect
upon the ability of PRIMECO to perform its obligations hereunder, or that seeks to enjoin
or prohibit, or otherwise questions the validity of, any action taken or to be taken
pursuant to or in connection with this Agreement.
F. PRIMECO is not in default with respect to any judgment, order, injunction or
decree of any court, administrative agency or other governmental authority or of any
other tribunal duly authorized to resolve disputes in any respect material to the
transactions contemplated hereby. PRIMECO is not in violation of any law, regulation or
governmental order, the violation of which would have a material adverse effect on
PRIMECO or its ability to perform obligations pursuant to this Agreement.
G. The foregoing representations and warranties are accurate, true, and correct to
the best of PRIME CO's knowledge and belief.
ARTICLE VIII. REPRESENTATIONS AND WARRANTIES OF
OFM LICENSEE
OFM Licensee represents and warrants to PRIMECO as follows:
A. OFM Licensee is duly organized, validly existing and in good standing under
the laws of the State of Florida.
B. The execution and delivery of this Agreement has been duly and validly
authorized and approved by the appropriate authority and OFM Licensee has the requisite
power and authority to execute, deliver and perform this Agreement and to consummate
the transactions contemplated hereby. The execution, delivery, performance hereof, and
compliance by OFM Licensee with the terms and provisions hereof will not (assuming
receipt of all necessary approvals, as set forth in the Transition Plan) conflict with or
result in a breach of any of the terms, conditions or provisions of (a) any of the laws of
the State of Florida or the City of Miami Beach, (b) any judgment, order, injunction,
decree, regulation or ruling of any court or other governmental authority to which OFM
Licensee is subject, or (c) any material agreement, lease or contract, written or oral, to
which OFM Licensee is subject.
C. This Agreement creates lawful, valid and binding obligations, enforceable
against OFM Licensee in accordance with their respective terms.
Miamibeach.agr
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D. Other than City Commission approval of this Agreement, no consent,
approval, authorization or order of, or registration, qualification or filing with, the FCC or
any other regulatory agency, court, or other governmental entity is required for the
execution, delivery and performance by OFM Licensee of the Agreement, other than such
consents, approvals, authorizations, orders, registrations, qualifications, or filings as are
set forth in the Transition Plan. No consent of any other party is required for the
execution, delivery and performance by OFM Licensee of the Agreement.
E. There is no litigation, proceeding or investigation pending, as to which OFM
Licensee has received service of process or, to the best of OFM Licensee's actual
knowledge, is threatened against OFM Licensee in any federal, state or local court, or
before any administrative agency or arbitrator, or before any other tribunal duly
authorized to resolve disputes, that would reasonably be expected have any material
adverse effect upon the ability of OFM Licensee to perform its obligations hereunder, or
that seeks to enjoin or prohibit, or otherwise questions the validity of, any action taken or
to be taken pursuant to or in connection with this Agreement.
F. OFM Licensee is not in default with respect to any judgment, order, injunction
or decree of any court, administrative agency or other governmental authority or of any
other tribunal duly authorized to resolve disputes in any respect material to the
transactions contemplated hereby. OFM Licensee is not in violation of any law,
regulation or governmental order, the violation of which would have a material adverse
effect on OFM Licensee or its ability to perform obligations pursuant to this Agreement.
G. OFM Licensee is the authorized legal holder of all necessary FCC and other
authorizations for use of the Microwave Facilities on a co-primary basis. There are no
applications, complaints or proceedings pending as to which OFM Licensee has received
service of process, or, to the best of OFM Licensee's actual knowledge, are threatened as
of the date hereof before the FCC or any other governmental authority relating to such
authorization(s). OFM Licensee has delivered to PRIMECO true and complete copies of
such authorizations, including any and all additions, amendments and other modifications
thereto. No proceedings are pending as to which OFM Licensee has received service of
process, or, to the best of OFM Licensee's actual knowledge, are threatened which may
result in the revocation, modification, non-renewal or suspension of such authorization.
H. Except as set forth on Schedule C entitled "Third Party Consents," no permit,
consent, approval, authorization or registration or filing with any third party or
governmental or regulatory authority or agency is required in connection with the
execution, delivery and performance of this Agreement.
I. Schedule D entitled "Leases and Similar Arrangements" sets forth all leases,
rental arrangements, licenses, and permits, whether written or oral, express or implied
which relate to the Microwave Operations on the Paths, and true, correct and complete
copies have been provided to PRIMECO.
Miamibeach.agr
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Final
1. OFM Licensee has not recovered any costs for relocation of the Paths from any
other PCS licensee, will not seek recovery of duplicative costs and will inform other PCS
licensees seeking relocation of the Paths that relocation has already been arranged.
K. The foregoing representations and warranties are accurate, true, and correct to
the best of OFM Licensee's knowledge and belief.
ARTICLE IX. INDEMNIFICATION
A. Indemnification by PRIMECO. PRIMECO hereby covenants and agrees to,
and shall, indemnify, defend and save harmless OFM Licensee, its directors, officers,
stockholders, employees and agents and its or their respective successors or assigns (the
"OFM Licensee Indemnitees") from and against and shall reimburse any OFM Licensee
Indemnities on written demand for any and all liabilities, losses, damages, claims,
demands, actions, costs and expenses (including without limitation, reasonable court
costs and attorneys' fees) of whatsoever kind or nature, which such OFM Licensee
Indemnities may suffer, sustain, incur, pay, expend or layout by reason, by virtue or as a
result of (i) any and all causes of action, demands, claims, suits, losses, judgments or
costs which may be brought by or asserted by any person or entity providing labor,
services or materials to PRIMECO, and, any other matter of any nature arising out of,
connected to, or related to PRIMECO's design, construction, maintenance, operation or
use of its PCS network or other PCS facilities system or (ii) each and every breach or
default by PRIMECO of any of its covenants, agreements, duties or obligations
hereunder, or (iii) each and every breach of default of, or inaccuracy or omission in, any
representation or warranty of PRIMECO contained herein, or (iv) any of the acts,
omissions, negligence or willful misconduct of PRIMECO or its directors, officers,
stockholders, affiliates, employees or agents in connection with the performance of this
Agreement, unless the claim results from actions or omissions of PRIMECO at the
direction of OFM Licensee or unless liability is otherwise disclaimed in the Agreement.
B. Claims for Indemnification. Where indemnification under this Article IX is
sought by a party (the "Claiming Party"): (a) it shall notify in writing the other party (the
Indemnifying Party") promptly of any claim or litigation or threatened claim to which the
indemnification relates; (b) upon the Indemnifying Party's written acknowledgment of its
obligation to indemnify in such instance, in form and substance satisfactory to the
claiming Party, the Claiming Party shall afford the Indemnifying Party an opportunity to
participate in and, at the option of the Indemnifying Party, control, compromises, settle,
defend or otherwise resolve the claim or litigation (and the Claiming Party shall not effect
any such compromise or settlement without prior consent of the Indemnifying Party), and
(c) the Claiming Party shall cooperate with the Indemnifying Party in any compromise,
settlement, defense or resolution of such claim or litigation. In the event that the
Miamibeach.agr
10
Final
Indemnifying Party does not so acknowledge its indemnification responsibility, the
Claiming Party may proceed directly to enforce its indemnification rights.
C. Limitation of Liability. EACH PARTY AGREES THAT THE OTHER
PARTY SHALL NOT BE LIABLE TO IT FOR ANY INDIRECT,
CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES OF
ANY NATURE WHATSOEVER INCURRED BY IT AND ARISING OUT OF OR
RELATED TO ACTIONS TAKEN OR OMISSIONS OF SUCH OTHER PARTY IN
CONNECTION WITH THIS AGREEMENT.
ARTICLE X. FORCE MAJEURE
Neither Party shall be liable for any delays due to causes beyond their reasonable
control, including, but not limited to, acts of the public enemy, fires, floods, acts of any
government, strikes, embargoes, acts of vendors or contractors, unusually severe weather
conditions, or any other condition beyond the control and without the fault of the delayed
Party. In the event of any such contingency, the delayed Party or its designee shall be given
a reasonable period of time in which to complete the performance of its obligations. If
such contingency continues in effect for a period in excess of ninety (90) consecutive days,
the delayed Party may cancel it services with respect to that performance without liability to
the other Party.
ARTICLE XI. MISCELLANEOUS
A. This Agreement shall not be assigned or conveyed by either Party hereto
without the prior written consent of the other Party hereto, except that PRIMECO may,
without such consent;
1. assign its rights and delegate its duties, either in whole or in part, under this
Agreement to any affiliated company, provided that the assignment shall include an
express written assumption of the assignor's obligations hereunder; and, further provided,
that the assignor shall continue to be responsible, jointly and severally with the assignee,
for its obligations, responsibilities and duties hereunder. PRIMECO shall immediately
give OFM Licensee written notification of any such assignment; and
2. assign its benefits, but not its rights, obligations, or duties, either in whole or in
part, under this Agreement to a non-affiliated company. PRIMECO shall immediately
give Incumbent written notification of any such assignment.
B. The representations and warranties contained in this Agreement as of the date
of execution shall survive the Final Acceptance Date; however, there is no requirement to
update the representations and warranties beyond the date of execution due to changed
circumstances or otherwise.
Miamibeach.agr
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C. It is expressly understood and agreed that all expenses of preparing this
Agreement and of preparing and prosecuting any applications for governmental
authorizations or approval for completion of Transition Plan, and all other expenses,
except as otherwise provided herein, shall be borne solely by the party who shall have
incurred the same and the other party shall have no liability in respect thereto.
D. This Agreement, including the Schedules attached hereto (which are
incorporated into this Agreement by reference), contains all the terms agreed upon by the
parties with respect to the subject matter herein, and supersedes all prior agreements and
understandings among the parties and may not be changed or terminated orally. No
attempted change, termination or waiver of any of the provisions hereof shall be binding
unless in writing and signed by the party against whom the same is sought to be enforced.
E. The headings set forth in this Agreement have been inserted for reference only
and shall not be deemed to limit or otherwise affect, in any manner, or be deemed to
interpret in whole or in part, any of the terms or provisions of this Agreement. Unless
otherwise specified herein, the section references contained herein refer to sections of this
Agreement.
F. This Agreement shall be construed and enforced in accordance with the laws
of the State of Florida, with the exception of the laws thereof concerning the conflict or
laws.
G. Any notices or other communications shall be in wntmg and shall be
considered to have been duly given when deposited into first class, certified mail, postage
prepaid, return receipt requested or delivered personally (which shall include delivery by
Federal Express or other recognized overnight courier service that issues a receipt or
other confirmation of delivery):
If to OFM Licensee:
City of Miami Beach
City Hall
1700 Convention Center Drive
Miami Beach, Florida 33139
A TTN: City Manager
With a copy to
City Attorney
City of Miami Beach
City Hall
1700 Convention Center Drive
Miami Beach, Florida 33139
Miamibeach.agr
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Final
If to PRIMECO:
PCS PrimeCo, L.P.
777 Yamato Road, Suite 600
Boca Raton, Florida 33431
A TTN: Dave Tinker
Telephone: (407) 995-5508
Facsimile: (407) 995-5514
Any party may at any time change the place of receiving notice by giving notice of such a
change to the other as provided herein.
H. PRIMECO AND OFM LICENSEE AGREE THAT TIME IS OF THE
ESSENCE CONCERNING ALL ASPECTS OF THIS AGREEMENT AND THE
UNDERTAKINGS SET FORTH HEREIN.
I. Nothing in this Agreement is intended or shall be construed to prevent either
Party from seeking appropriate remedies at law or in equity as a result of a material breach
of this Agreement by the other Party.
J. This Agreement may be executed simultaneously in any number of
counterparts, each of which shall be deemed an original, but all of such shall constitute
one and the same instrument.
K. Nothing in this Agreement is intended or shall be construed to grant control of
the Microwave Operations to PRIMECO or to otherwise prevent OFM Licensee from
exercising its duties and obligations as an FCC licensee.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by a duly authorized officer as of the day and year first above written.
CITY OF MIAMI BEACH, FLORIDA
PCS PRIMECO, L.P.
BY: David If. Pearlson
TITLE: Vice Mayor
B~{-J1
~~tJ:\~~
TITLE: V.P., General Manager
Attest
R 0 ~d- ~CU-~
BY: Robert Parcher
TITLE: CITY CLERK
Date
Miamibeach.agr
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SCHEDULE A
PATH DESCRIPTION
Site I Latl Longl Call Sign Freq. Site 2 Lat2 Long2 Call Sign2 Freq.
New City Hall 254732 N 80 8 8W WNES437 1875 Old City Hall 25 46 56 N 80 7 58 W WNES436 1955
New City Hall 254732N 80 8 8W WNES437 1885 Pinetree Drive 254757 N 80 7 53 W WNES438 1965
Old City Hall 25 46 56 N 80 7 58 W WNES436 2100 Rebecca Tower 2546 12 N 80 8 20 W WNES435 2100
41 st Street 25 48 51 N 80 7 34 W WNES439 1905 Pinetree Drive 254757 N 80 7 53 W WNES438 1985
Park View 255134N 80 740 W WNES440 2100 41 st Street 25 48 5 1 N 80 7 40 W WNES439 2100
FCC Licenses to be attached by OFM Licensee
Miamibeach.agr
14
Final
SCHEDULE B
TRANSITION PLAN
1. Replacement Facilities. Subject to final review including tower analysis, foundation
analysis, and frequency coordination, PRIMECO agrees to procure for OFM Licensee the
following Replacement Facilities for each Path:
Alcatel MDR 67-X-15 10 GHz digital radios with the following capacities
New City Hall to Old City Hall 12T upgradeable to l6T
New City Hall to Pinetree Drive l2T upgradeable to l6T
Old City Hall to Rebecca Tower 4T upgradeable to l6T
41 st Street to Pinetree Drive 8T upgradeable to 16T
La Gource Palace to 41 st Street 4 T upgradeable to 16T
Cablewave antennas and waveguide
Intelligent channel banks with timeslot interchange and sub-rate abilities
A TSM-2500 monitoring system that will replace the current functionality of the existing
Interact system
One spares kit
PRIMECO will order and purchase the radios and equipment on behalf of OFM
Licensee, as indicated above, from Alcatel Network Systems ("Alcatel") and other
approved vendors. All titles, warranties, and risk of loss on the foregoing equipment
shall pass directly from the equipment manufacturer to OFM Licensee upon acceptance.
II. Relocation Program Management. PRIMECO shall or shall cause its designated
contractor to perform the project management for the installation of the Replacement
Facilities. Installation dates are subject to OFM Licensee's approval, which approval will
not be unreasonably denied.
III. Relocation Timing
The following are target dates for the relocation of the Paths to the Replacement
Facilities:
Start Date: As soon as possible
Completion Date: On or before April 30, 1996.
Final Acceptance Date: One year after the Completion Date.
IV. Other Terms.
a. PRIMECO shall pay the reasonable costs of training two of OFM Licensee's
technicians by Alcatel.
Miamibeach.agr
15
Final
b. PRIMECO shall reimburse OFM Licensee's reasonable attorney's fees
and expenses incurred in connection with the negotiation of this Agreement and the
relocation of the Paths up to a maximum of Twenty-Five Thousand Dollars ($25,000).
c. PRIMECO shall reimburse Omnicom's reasonable fees and expenses
incurred in connection with the negotiation of this Agreement and the relocation of the
Paths up to a maximum ofTen Thousand Dollars ($10,000).
d. OFM Licensee shall provide documentation of the incurred legal fees and
expenses and the Omnicom fees and expenses to the reasonable satisfaction of PRIMECO.
Payment and reimbursement requests shall be submitted no more frequently than monthly
and must be submitted no later than 90 days following the Completion Date.
e. If OFM Licensee has executed this Agreement and shut down all of its
existing 2 GHz paths on or before the April 30, 1996 target date, PRIMECO shall pay
OFM Licensee a bonus of Thirty-Five Thousand Dollars ($35,000) (the "Bonus") payable
no later than May 30, 1996. If the Completion Date is not reached on or before April 30,
1996, no Bonus shall be paid unless the delay is due to the action or inaction of
PRIMECO.
f. OFM Licensee shall provide or cause access to all OFM Licensee
owned towers and sites twenty-four (24) hours a day, seven (7) days a week. All work on
non-OFM Licensee owned facilities will occur only during normal business hours.
g. PRIMECO may opt to delay completion of the relocation of the 4151
Street to Pinetree Drive Path and the Park View to 4151 Street Path, temporarily
integrating these two Paths into the completed Replacement Paths. Such delay in
completion shall not constitute a failure to meet the Completion Date, either with respect
to PRIMECO'S obligations under this Agreement or for the purposes of determining
OFM Licensee's eligibility for the Bonus or otherwise.
Miamibeach.agr
16
Final
SCHEDULE C
THIRD PARTY CONSENTS
None
Miamibeach.agr
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Miamibeach.agr
SCHEDULE D
LEASES AND SIMILAR ARRANGEMENTS
[To be completed by OFM Licensee]
18
Final
*,OMNICOM, Inc.
COMMUNICATIONS ENGINEERING
July 19, 1996
PCS PrimeCo LP
777 Yamato Road, Suite 600
Boca Raton, Florida 33431
Attention: Mr. David Tinker
Reference: System Transition Plan
Dear David:
Attached are three originals of the final draft "Transition Plan." Please read and sign all
three copies of this document and forward them to Cheryl Gorchik-Julian.
Please feel free to contact me if you have any questions.
Sincerely,
-, '--\~
rthi~
Senior Communications Engineer
JLljms
Enclosure:
Transition Plan
File: \\SERVER\PUBLlC\MIAMIBCH\LETTERS\DT60719A.L TR.DOC
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930 THCMASVILLE ROAD. SUITE 200 . TALLAHASSEE. FLDAIDA 32303 . PHONE: (904) 224-4451
City of Miami Beach 800 MHz Smartnet System Transition Plan
Start
Date
7/17 Phase 1. 2 Day System BER Test and Transition of Low Priority Circuits
Phase 1 will be a BER test period of 2 consecutive days. This test will be conducted prior
to carrying live traffic. A minimum of one DS 1 circuit shall be transmitted throughout the
system and shall support continuous BER testing. Test circuit{s) shall originate at the Old
City Hall site and shall be digitally looped through and carried over all installed radio
terminals and returned to Old City Hall.
During this test period the TSM 2500 shall be installed at a location within the Police
Department and shall be under the observation of the City of Miami Beach.
A continuous record of TSM 2500 alarm activity and BER test activity shall be maintained
during this period, and shall be retained by the City of Miami Beach for analysis.
Cabinet covers for all microwave radio terminals shall be in place, and all terminal and
power system alarm points shall be fully operational during this period. No personnel shall
be permitted to service or adjust the terminal equipment during this period.
During this test period, PCS PrimeCo shall demonstrate error free operation through all "A"
side radios for a period of 24 hours.
During this test period, PCS PrimeCo shall demonstrate error free operation through all "B"
side radios for a period of 24 hours.
Upon successful demonstration of all A and B radios, transition of low priority circuits shall
begin.
Circuits to be cut over during this phase will comprise low priority circuits which will not be
critical to Public Safety operations.
These will include the following 47 circuits in this order:
. Mobile data terminal (MDT), 4 circuits
. Records dispatch console (CORI), 3 circuits
. City data circuits (excluding the critical CAD terminal circuit to FS2), 21 circuits: 6
"live" circuits may be cut over after 6:00 p.m. only
. Dictaphone logging recorder (LORI), 19 circuits
Operation of the above circuits will be verified by Motorola and the City of Miami Beach.
PCS PrimeCo shall be available to correct any deficiencies with these circuits during the
test period.
7/22 Phase 2. System Pre-Transition Test Period of 10 Days
Phase 2 will be a pre-transition test period of 10 consecutive days. The system shall carry
live traffic from Phase 1. In addition, a minimum of one DS 1 circuit shall be transmitted
throughout the system and shall support continuous BER testing. Test circuit(s) shall
originate at the Old City Hall site and shall be digitally looped through and carried over all
installed radio terminals and returned to Old City Hall.
During this test period, the TSM 2500 shall be installed at a location within the Police
Department, and shall be under the observation of the City of Miami Beach.
A continuous record of TSM 2500 alarm activity and BER test activity shall be maintained
duril1g this period, and shall be retained by the City of Miami Beach for analysis.
Cabinet covers for all microwave radio terminals shall be in place, and all terminal and
power system alarm points shall be fully operational during this period. No personnel shall
be permitted to service or adjust the terminal equipment during this period.
Excluding failure of externally supplied AC power, the PrimeCo provided equipment shall
operate without failure during the pre-transition test period. Should a major failure occur
during this period, the City of Miami Beach may, at their option, require the 10 day test
period to be restarted. A major failure is defined as a failure that affects traffic of three or
more VF circuits.
Should the system fail to maintain 10.6 bit error rate or should the system fail to provide
path availability for any length of time, such failure shall be evaluated by the City and
OMNICOM with respect to the calculated availability of the system or affected path as
designed. Upon determination of the severity of such interruption, the City of Miami Beach
may, at their option, require PCS PrimeCo to make appropriate system changes to achieve
required performance prior to restarting the 10 day pre-transition test period.
Should PCS PrimeCo fail to complete a successful system pre-transition test period after
three attempts, the City of Miami Beach may, at their option, refuse to accept the system,
PCS PrimeCo shall then remove the system from all sites and restore City owned or leased
equipment or property to their original condition at no cost to the City.
Upon successful completion of the system pre-transition test, the City shall permit PCS
PrimeCo to begin the phased transition of critical radio traffic. Due to the critical nature of
the 800 MHz trunked system and uncertainty of as-built documentation provided by the
system manufacturer, Motorola, It is critical that the system cut-over proceed as follows.
7/30 Phase 3 Transition of First 800 MHz Trunked Cchannel 10 and Rebecca RESC Link
During this period, PCS PrimeCo and Motorola shall cut over the following 6 circuits:
. Voice channel 1 a, the first 800 MHz trunked voice channel, 4 circuits
. Redundant RESC circuits between Rebecca tower and Fire Station 2 and Rebecca tower
and Tower 41, 2 circuits
This will afford an opportunity to validate Motorola provided as-built documentation,
system levels and the "party line," and main/alternate switch modification for the RESC
data circuits developed by PCS PrimeCo.
7/31 Phase 4. 24 Hour Pre-Transition Test of 800 MHz Trunked Channel 10 and Rebecca RESC
link
During this period, OMNICOM and the City of Miami Beach will activate voice channel 10
and will test the trunked operation in both the main (Fire Station 2) and backup (Tower 41),
as well as the failsoft modes at both sites.
PCS PrimeCo and Motorola shall be available during the 24 hour test period to trouble
shoat and correct any problems which may arise from the transition of this channel. Should
any problems arise with the transition, the City of Miami Beach may, at their option, require
the 24 hour test period to be restarted.
8/1 Phase 5. Continuation of System Transition
Upon successful completion of Phase 4, PCS PrimeCo and Motorola shall cut over the
following 14 circuits:
. Voice channels 9 and 8, 8 circuits
. Control/voice channel 4 (the first 800 MHz control/voice channel), 4 circuits
. ALTERNATE console trunking control links (TIMI) between Fire Station 2 and Tower 41,
2 circuits
After the transition of these circuits, OMNICOM and the City of Miami Beach will require
up to three hours to test the trunked system operation in the main (Fire Station 2) , backup
(tower 41) and failsoft modes. During this period, PCS PrimeCo and Motorola shall be
available to trouble shoot and correct any problems which may arise from the transition of
these circuits. Should any problems arise with the transition, the City of Miami Beach may,
at their option, suspend the continuation of the transition until identified problems have
been corrected.
8/2 Phase 6. Continuation of System Transition
Upon successful completion of Phase 5, PCS PrimeCo and Motorola shall cut over the
following 17 circuits:
. Voice channels 7, 6, 8 circuits
. Control/voice channel 3, 4 circuits
. Fire BACKUP dispatch console (CaRl), 3 circuits
. MAIN console trunking control links (TIMI) between Fire Station 2 and Tower 41, 2
circuits
After the transition of these circuits, OMNICOM and the City of Miami Beach will require
up to three hours to test the trunked system operation in the main (Fire Station 2) , backup
(Tower 41) and failsoft modes. During this period, PCS PrimeCo and Motorola shall be
available to trouble shoot and correct any problems which may arise from the transition of
these circuits. Should any problems arise with the transition, the City of Miami Beach may,
at their option, suspend the continuation of the transition until identified problems have
been corrected.
8/5 Phase 7. Continuation of System Transition
Upon successful completion of Phase 6, PCS PrimeCo and Motorola shall cut over the
following 15 circuits:
. Voice channel 5, 4 circuits
. Control/voice channels 1 and 2, 8 circuits
. Police BACKUP dispatch console (CaRll, 3 circuits
After the transition of these circuits, OMNICOM and the City of Miami Beach will require
up to three hours to test the trunked system operation in the main (Fire Station 2) , backup
(Tower 41) and failsoft modes. During this period, PCS PrimeCo and Motorola shall be
available to trouble shoot and correct any problems which may arise from the transition of
these circuits. Should any problems arise with the transition, the City of Miami Beach may,
at their option, suspend the continuation of the transition until identified problems have
been corrected.
8/6 Phase 8. Continuation of System Transition
Upon successful completion of Phase 7, PCS PrimeCo and Motorola shall cut over the
following 17 circuits:
. Police MAIN, Fire MAIN and Supervisor dispatch console (CaRl), 9 circuits
. SIMS Data, 4 circuits
. Inter-city Police and Fire Base stations, 2 circuits
. RESC circuits between Fire Station 2 and Rebecca tower and Tower 41, 2 circuits
After the transition of these circuits, OMNICOM and the City of Miami Beach will require
up to three hours to test the trunked system operation in the main (Fire Station 2) , backup
(Tower 41) and failsoft modes. During this period, PCS PrimeCo and Motorola shall be
available to trouble shoot and correct any problems which may arise from the transition of
these circuits. Should any problems arise with the transition, the City of Miami Beach may,
at their option, suspend the continuation of the transition until identified problems have
been corrected.
8/7 Phase 9. Continuation of System Transition
Upon successful completion of Phase 8, PCS PrimeCo and Motorola shall cut over the
following 12 circuits:
. Redundant voice and RESC circuits between LaGorce and Fire Station 2 and LaGorce
and Tower 41, 11 circuits
. Fire Station 2 CAD, 1 circuit
After the transition of these circuits, OMNICOM and the City of Miami Beach will require
up to three hours to test the trunked system operation in the main (Fire Station 2) , backup
(Tower 41) and failsoft modes. During this period, PCS PrimeCo and Motorola shall be
available to trouble shoot and correct any problems which may arise from the transition of
these circuits. Should any problems arise with the transition, the City of Miami Beach may,
at their option, suspend the continuation of the transition until identified problems have
been corrected.
LaGorce circuit transition may be delayed due to site development delays. This delay will
not impede completion of subsequent phases.
8/8 Phase 10. Shutdown of 2 GHz Microwave System
Upon successful transition of all circuits described above (excluding LaGorce), PrimeCo
may disable the transmitters of those 2 GHz links for which PrimeCo holds authorization
and which are no longer carrying traffic in order to utilize the frequency.
8/9 Phase 11. Post-Transition Test Period of 15 Days
Phase 11 will be a post-transition test period of 15 consecutive days. The system shall
carryall traffic from Phases 1 through 9. In addition, a minimum of one DS 1 circuit shall be
transmitted throughout the system and shall support continuous BER testing. Test circuit(s)
shall originate at the Old City Hall site and shall be digitally looped through and carried over
all installed radio terminals and returned to Old City Hall.
During this test period the TSM 2500 shall be installed at a location within the Police
Department, and shall be under the observation of the City of Miami Beach.
A continuous record of TSM 2500 alarm activity and BER test activity shall be maintained
during this period, and shall be retained by the City of Miami Beach for analysis.
Cabinet covers for all microwave radio terminals shall be in place, and all terminal and
power system alarm points shall be fully operational during this period. No personnel shall
be permitted to service or adjust the terminal equipment during this period.
Excluding a sustained interruption of externally supplied AC power, the PrimeCo provided
equipment shall operate without failure during the final post-transition period. Should a
major or minor failure occur during this period, the City of Miami Beach may, at their
option, require the 15 day post-transition test period to be restarted. Failure of any non
PrimeCo provided equipment caused by defective or incorrect installation by PrimeCo or
others under their direction shall be corrected by PrimeCo within 2 hours of notification.
Should the system fail to maintain 10.6 bit error rate, or should the system fail to provide
path availability for any length of time, such failure shall be evaluated by the City and
OMNICOM with respect to the calculated availability of the system or affected path as
designed. Upon determination of the severity of such interruption, the City of Miami Beach
may, at their option, require PCS PrimeCo make appropriate system changes to achieve
required performance prior to restarting the 15 day post-transition test period.
Conditions
· Motorola will assign two full time technicians dedicated to the support of the cut over.
· A punch list will be generated in conducting the acceptance test. Discrepancies
identified will be classified into immediate and deferred categories as jointly agreed by
PrimeCo, OMNICOM, and the City of Miami Beach.
. Items classified as immediate must be cleared before resumption of testing.
. Deferred items must be cleared within a mutually agreed time frame, but will not impact
the acceptance of the testing procedure.
· PrimeCo and Motorola will be notified and will respond to any equipment failures during
the test period.
O/M Support
· At the completion of the relocation of all traffic to the new system, PrimeCo will
provide one radio technician to the City of Miami Beach for a period of thirty days.
. The PrimeCo technician will be available to assist the City and Motorola in investigating
and repairing any problems that might occur on the PrimeCo provided equipment.
. The PrimeCo technician will be available within four hours after notification.
Approved By:
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OMNICOM, Inc.
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City of Miami Beach