EXHIBIT 10.26
---------------------------------
Confidential Treatment Requested
under 17 C.F.R.(S)(S)200.80(b)(4)
200.83 and 230.406
---------------------------------
MICROWAVE RELOCATION SERVICES AGREEMENT
THIS MICROWAVE RELOCATION SERVICES AGREEMENT (the "Agreement") is entered
into as of February 11, 1998 (the "Effective Date") by and between Triton PCS
Operating Company, L.L.C., a Delaware limited liability company ("Triton") and
Entel Technologies, Inc., a Delaware corporation ("Entel") (Triton and Entel are
each hereinafter referred to individually as a "Party" or collectively as
"Parties").
1. Description of Services. In accordance with and subject to the terms and
-----------------------
conditions of this Agreement, Entel hereby agrees to provide Triton with
the microwave clearing services (the "Services") described in Exhibit I
hereto (the "Scope of Services") as assigned pursuant to a fully executed
work order ("W.O".) similar in form to the W.O. set forth in Exhibit III
hereto.
2. Term of Agreement. The term of this Agreement shall be [***] from the
-----------------
Effective Date unless otherwise terminated in accordance with this
Agreement. The term of this Agreement will automatically renew for an
additional term of [***] unless either Party communicates, in writing,
[***] days prior to expiration of the initial term, to the other Party, its
intent not to renew the Agreement.
3. Non Exclusivity. Each Party shall be free to enter into any other
---------------
contracts or agreements, similar or dissimilar, with any other person or
entity.
4. Assignment of Work. Triton shall assign work to Entel by issuing a W.O.
------------------
similar to the form set forth in Exhibit III hereto. Each W.O. shall
describe the Services to be performed. W.O. number 1 and number 2 have been
fully executed by the Parties and copies are attached hereto as Attachment
II and III.
5. Acceptance of Work. Entel shall manifest its acceptance of assigned work
------------------
by executing the W.O. within [***] of receipt of the W.O. from Triton.
6. Compensation. The pricing for the Services, as previously agreed to by both
------------
Parties, is set forth in Exhibit II hereto.
7. Invoices and Payments. Entel shall invoice Triton according to the
---------------------
timeframes set forth in Exhibit II. Invoices shall be due and payable by
Triton within thirty (30) days of the date of receipt by Triton. Triton
shall review the invoices and notify Entel in writing within thirty (30)
days of receipt of the invoice of any objection or question Triton may have
in connection with the invoice. If any items are disputed, only the
disputed items may be withheld from payment. The remaining undisputed
portion of the invoice shall be paid in accordance with the terms of this
Agreement.
8. Taxes. All taxes and similar assessments, levies and government imposed
-----
obligations with respect to income derived from Entel's performance of
Services hereunder shall be the obligation of and be paid by Entel. Triton
shall pay any other applicable taxes.
9. Breach and Termination.
----------------------
A. Breach. For purposes of this Agreement, Breach shall mean the
------
following:
1. Breach by Triton. Triton's failure to timely pay service fees
----------------
or reimbursable expenses in accordance with the procedures set
forth in this Agreement.
2. Breach by Entel. Entel's failure to provide timely or quality
---------------
Services as required by the terms of this Agreement. The quality
of Entel's services shall be evaluated in good faith based on the
industry standard of quality for consulting services of the same
or similar nature.
* Confidential Treatment Requested
-1-
B. Termination for Breach, Cure Period. The non-breaching Party shall
-----------------------------------
provide the breaching Party [***], after receipt of a written
termination notice setting forth the nature of the Breach, to cure
such breach provided however that Triton, subsequent to providing
[***] cure notices to Entel within a [***] period, which period shall
commence on the Effective Date hereof, shall be entitled to terminate
the Agreement without providing notice to Entel. When written notice
of a breach is required hereunder, the applicable remedy for such
breach shall be unavailable until the passage of such cure period.
C. Termination in Event of Default. Either Party may terminate this
-------------------------------
Agreement upon written notice to the other Party under any of the
following circumstances, each of which shall constitute an Event of
Default: (i) the other Party makes an assignment for the benefit of
creditors (other than solely as an assignment of moneys due); (ii) the
other Party becomes unable to pay its debts as they become due, unless
assurance satisfactory to the terminating Party is provided within
thirty (30) days of receipt of its notice of termination hereunder; or
(iii) the other Party becomes the subject of a proceeding, whether
voluntary or involuntary, under the bankruptcy or insolvency laws of
the United States or any other jurisdiction, unless such proceeding is
dismissed or withdrawn within forty-five (45) days of the non-
defaulting Party's receipt of the defaulting Party's notice of
termination hereunder.
D. Procedure Upon Expiration or Termination. Upon the expiration or
----------------------------------------
termination of this Agreement, Entel shall promptly return to Triton,
or destroy, as Triton may direct, all of Triton's property in Entel's
possession. Entel shall be entitled to payment for Services rendered
and for reimbursable expenses related thereto incurred prior to the
effective date of termination, as Entel shall set forth in its final
invoice to Triton. Triton shall pay Entel the pro rata portion of the
service fee that is represented by the portion of Services rendered
prior to the effective date of the termination. Each Party shall
provide to the other such reasonable assistance as may be necessary
for the orderly continuation of the other Party's business.
10. Indemnification
---------------
A. Except as a result of Entel's gross negligence or willful misconduct,
Triton agrees to defend and indemnify Entel for and hold it harmless
from any and all claims, actions, damages, or other liabilities
(including reasonable attorneys' fees) incurred by Entel as the result
of any act, error, omission, non-performance by negligence, or wrongful
act of Triton arising directly out of the performance of this Agreement.
B. Except as a result of Triton's gross negligence or willful misconduct,
Entel agrees to defend and indemnify Triton for and hold it harmless
from any and all claims, actions, damages, or other liabilities
(including reasonable attorneys' fees) incurred by Triton as the result
of any act, error, omission, non-performance by negligence, or wrongful
act of Entel arising directly out of the performance of this Agreement.
11. Insurance. Entel shall maintain: Commercial General Liability coverage in
---------
an amount of not less than $1,000,000 per occurrence for bodily injury or
death, personal injury, and property damage liability; and for all motor
vehicles used by employees during the course of this Agreement, liability
and property damage insurance in the amount of $1,000,000. Entel agrees to
name Triton as additional insured under the above coverages. Entel will
secure and maintain all insurance required by law, for its employees,
during the term of this Agreement. All subcontractors or other agents hired
by Entel under the terms of this Agreement must adhere to the conditions
contained in this paragraph, which shall be paid by subcontractor, and
Entel shall provide Triton with a copy of said insurance. Entel shall
provide Triton with evidence of such insurance prior to commencement of
work under this contract and as otherwise reasonably requested by Triton.
* Confidential Treatment Request
-2-
12. Confidentiality. In order to permit Entel to perform its obligations
---------------
hereunder, Triton may from time to time disclose to Entel confidential or
proprietary information of Triton ("Confidential Information"). Entel shall
use all Confidential Information solely for the purpose of performing its
obligations to Triton under this Agreement, and shall keep confidential and
not disclose to any other person, other than employees or agents of Entel
who agree to be bound by an equivalent undertaking, any Confidential
Information. The foregoing restrictions shall not apply to any Confidential
Information:
i. which is made public by Triton or which otherwise is or hereafter
becomes part of the public domain through no wrongful act, fault,
or negligence on the part of Entel;
ii. which Entel can reasonably demonstrate is already in Entel's
possession and not subject to an existing agreement of
confidentiality;
iii. which is received from a third party without restriction and
without breach of an agreement with Triton;
iv. which is independently developed by Entel as evidenced by its
records; or
v. which Entel is required to disclose pursuant to a valid order of
a court or other governmental body or any political subdivision
hereof; provided, however, that, to the extent that it may
lawfully do so, Entel shall first have given notice to Triton and
given Triton a reasonable opportunity to interpose an objection
or obtain a protective order requiring that the Confidential
Information so disclosed be used only for the purposes for which
the order was issued.
13. Independent Contractor. Entel is and shall act as an independent contractor
----------------------
in the performance of its obligations under this Agreement. Entel shall
exercise full control of and supervision over its employees. Entel's
personnel performing Services are agents, employees or subcontractors of
Entel and are not employees or agents of Triton. Entel will be solely
liable for all matters relating to compensation, unemployment, disability
insurance, social security, withholding and all other federal, state and
local laws, rules and regulations governing such matters.
14. Prohibition of Solicitation. During the term of this Agreement, neither
---------------------------
party shall solicit nor accept for employment any employees of the other
party without the express written consent of the other party.
15. Force Majeure. Neither Party shall be liable for any delay or failure in
-------------
performing its obligations hereunder that is due to circumstances beyond
such Party's reasonable control, including, but not limited to, acts of
God, civil unrest, riots, war, fire, floods, explosions and strikes or
other concerted acts of labor, provided that such circumstances were not
reasonably foreseeable by such Party and, by the exercise of commercial due
diligence, could not have been prevented or overcome by such Party. Upon
the occurrence of a force majeure condition, the Party whose performance is
affected shall give written notice to the other Party describing the
affected performance. The parties shall promptly confer, in good faith, to
agree upon equitable, reasonable action to minimize the impact of the
condition on both parties. The parties agree that the Party whose
performance is affected shall use commercially reasonable efforts to
minimize the delay caused by the force majeure condition and recommence the
affected performance. In the event that the delay caused by the force
majeure event lasts for a period of more than thirty (30) days, the parties
shall negotiate an equitable modification to this Agreement with respect to
the affected performance. If the parties are unable to agree upon an
equitable modification within fifteen (15) days after such thirty (30) day
period has expired, then either Party shall be entitled to serve thirty
(30) days notice of termination on the other Party with respect to only the
affected performance. If the force majeure event for such affected
performance continues upon the expiration of such thirty (30) day notice
period the portion of this Agreement relating to the affected performance
shall automatically terminate. The remaining portion of this Agreement that
does not involve the affected performance shall continue in full force and
effect.
16. Limitation of Liability. Entel's liability with respect to services
-----------------------
provided hereunder shall not exceed the amount paid to Entel under this
Agreement.
-3-
17. Waivers and Amendments. Waiver by either Party of any default hereunder by
----------------------
the other Party shall not be deemed a waiver of any other default. No
provision of this Agreement shall be deemed waived, amended or modified by
either Party, unless such waiver, amendment or modification is in writing
and signed by the authorized representative of the Party against whom such
waiver, amendment or modification is to be enforced.
18. Governing Law; Consent to Jurisdiction and Venue. This Agreement shall be
------------------------------------------------
construed in accordance with the laws of the Commonwealth of Pennsylvania,
excluding the conflict of laws provisions thereof.
19. Assignment to Third Parties. Triton may freely assign its rights and
---------------------------
obligations hereunder. Except as specifically permitted herein, Entel may
not assign or transfer any right, interest, or obligation hereunder to any
third party without the express written consent of Triton, such consent not
to be unreasonably withheld or delayed; provided, however, Entel may freely
-------- -------
assign this Agreement to any affiliate of Entel upon written notice to
Triton. An affiliate is defined herein as a corporation or other business
organization that owns, controls, is controlled by, or is under common
control with, a party. Any purported assignment in violation of this
Section shall be void.
20. Severability. If any provision or any part of a provision of this
------------
Agreement shall be held invalid or unenforceable, then the remaining
portions of that provision and the remainder of the Agreement shall be
construed as if not containing the particular invalid or unenforceable
provision or portion thereof, and the rights and obligations of each Party
shall be construed and enforced accordingly.
21. Survival. The terms, conditions and warranties contained in this Agreement
--------
that by their sense and context are intended to survive the termination or
expiration of this Agreement shall so survive.
22. Entire Agreement; Modifications. This Agreement, including the Exhibits
-------------------------------
attached hereto, constitutes the entire agreement between the parties with
respect to the subject matter hereof as of the Effective Date with respect
to the Services. All prior agreements, representations, statements,
negotiations, understandings and undertakings are superseded by this
Agreement. This Agreement may be modified only in a written document signed
by both parties.
23. Headings; Construction. The headings of the Paragraphs of this Agreement
----------------------
are inserted for convenience only and are not intended to affect its
meaning or interpretation. Throughout this Agreement, the singular shall
apply to the plural and the plural to the singular, unless the context
clearly indicates otherwise.
24. Notices. Except as otherwise provided herein, all notices or other
-------
communications to be given or that may be given by either Party to the
other shall be deemed to have been duly given when made in writing and
delivered in person or when deposited in the United States mail, postage
prepaid, certified, return receipt requested or sent via facsimile with
confirmation of receipt, and addressed as follows:
If to Entel:
-----------
[***]
Entel Technologies, Inc.
0000 X. Xxxxx Xxxx, Xxxxx 000
Xxxxxxxxx, XX 00000
Fax: (000) 000-0000
-4-
If to Triton:
------------
[***]
Triton PCS Operating Company, L.L.C.
000 Xxxxxxxxxx Xxxxx, Xxxxx 000
Xxxxxxx, Xxxxxxxxxxxx 00000
Fax: (000) 000-0000
The notice addresses may be changed by written notice given by one Party to
the other.
25. Exhibits. The following Exhibits and Attachment are attached hereto and
--------
incorporated herein:
Exhibit I: Scope of Services for Spectrum Sharing and Microwave
Relocation Services
Exhibit II: Pricing and Pass Through Expenses for Spectrum Sharing
Engineering and Microwave Relocation Services
Exhibit III: Sample Work Order
Attachment I List of Valid Paths Identified in Fast Start Report
Attachment II Work Order Number 1
Attachment III Work Order Number 2
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
by their duly authorized representatives as of the Effective Date.
TRITON PCS OPERATING ENTEL TECHNOLOGIES, INC.
COMPANY, L.L.C.
By: TRITON MANAGEMENT
COMPANY, INC., ITS MANAGER
/s/ Xxxxx Xxxxx /s/ Xxxx X. Xxxxx
--------------------------- ---------------------------
Xxxxx Xxxxx Xxxx X. Xxxxx
--------------------------- ---------------------------
Print Name Print Name
Executive Vice President President
--------------------------- ---------------------------
Title Title
* Confidential treatment requested
-5-
Exhibit I
to
Microwave Relocation Services Agreement
Between Triton and Entel
Scope of Services
-----------------
for
---
Spectrum Sharing and Microwave Relocation Services
--------------------------------------------------
Entel, utilizing the Comsearch IQ Clear spectrum sharing tool, procured and
provided by Entel, will supply to Triton all labor, services, resources, and
consultation necessary to perform the spectrum sharing study and analysis, drive
test frequency selection, and prior coordination notices described below
("Spectrum Sharing Services"). Entel will also provide Triton with the Microwave
Relocation Services described below.
1. Spectrum Sharing Study and Analysis
Entel will perform spectrum-sharing studies, as required by Triton, for the
selected frequency, in each assigned BTA. The studies will initially be
based on the generic traffic cell based design, which will be modified
subsequently to include RF design information provided by Triton. Entel
will identify all paths that could be affected by Triton's proposed PCS
systems, based on FCC guidelines on interference avoidance. Entel will
perform multiple interference studies for each assigned frequency and BTA,
as required, over the course of the design and buildout phases.
2. Drive Test Frequency Selection
On a continuous basis as frequencies are assigned, Entel will complete the
spectrum sharing study and analysis and provide Triton with the required
drive test frequencies for the assigned BTS locations (if a non-interfering
frequency is available).
3. Prior Coordination Notices
Entel will prepare Prior Coordination Notices (PCN(s)), mail PCNs to
incumbents and clearinghouses, and coordinate responses and objections to
PCNs, as required. Typically one PCN mailing will be required for each BTA,
unless considerable RF engineering design changes occur later in the pre-
launch phase. As a result of RF design changes, additional PCN(s) will be
performed as required.
4. Microwave Relocation Services
Phased Delivery of Services
---------------------------
Entel shall provide Triton with microwave relocation services (the
"Services") as described below. The Services shall be delivered to Triton
in three phases:
Phase I: Market Relocation Analysis
-------
Phase II: Negotiations and Final Contract Execution
--------
Phase III: Relocation Program Management
---------
Phase I - Market Relocation Analysis
Entel will utilize the results of the spectrum sharing study and analysis
and will perform the following steps as required to complete assessment of
interfering paths/incumbents as identified in the spectrum sharing study
and analysis.
A. Service Description
-------------------
1. Review and Catalog Path Data. Review information from the
----------------------------
spectrum sharing study and analysis on a per market and per
incumbent basis for both co-channel and adjacent channel paths.
Information such as number of links, equipment and modulation
type, capacity, site names and locations for each path will be
logged for use during negotiations and relocation
program management.
3. Path Prioritization. Entel will develop technical parameters for
-------------------
the interfering co and adjacent channel paths to establish
negotiation and relocation strategies and path priorities.
4. Review of Incumbent Data. Entel will review incumbent system
------------------------
data on a per link basis and compare the information against FCC
database information to determine whether the incumbent is
operating on a primary status with a current license.
5. Path Status Verification and Initial Incumbent Assessment. Entel
---------------------------------------------------------
will contact each incumbent to confirm database information,
verify path status, i.e. active, negotiated, or decommissioned.
If the incumbent has not entered into an agreement with another
PCS licensee, then Entel will assess the incumbent's willingness
to negotiate, identify strategic information, and discuss
preliminary relocation options.
6. Assessment of Previously Negotiated Paths. Entel will attempt to
-----------------------------------------
obtain the terms and status of each relocation agreement entered
into between an incumbent and other PCS licensee(s). Entel will
attempt to obtain a copy of the agreement, provided that it is
not protected by a non-disclosure agreement. Entel will determine
whether the dates agreed upon in the relocation agreement meet
Triton's requirements.
7. Estimate Comparable Relocation Costs. Estimate relocation costs
------------------------------------
on a per incumbent and per market basis for paths that are
determined to be active or co-channel paths that have been
negotiated and/or relocated. Information such as system type and
architecture, number of links required to be relocated, tower
heights and typical system usage will be used to develop the cost
estimates.
8. Route Mapping. Develop route maps on a per incumbent and per
-------------
market basis delineating co-channel and adjacent channel active
paths.
B. Deliverables
------------
Entel will provide to Triton a written report containing the following
information:
1. Preliminary Analysis of Assigned BTAs:
-------------------------------------
a) Copies of FCC licenses for each identified path;
b) Comparable cost documentation for each active path or for
each co-channel paths which have been negotiated and/or
relocated;
c) Detailed budgetary cost analysis on a per BTA and frequency
basis;
d) Route maps; and
e) Frequency relocation contract templates.
-II-
Phase II - Incumbent Negotiations and Final Contract Execution
A. Service Description
-------------------
1. Introductory Mailing. Entel will identify the proper technical
--------------------
and negotiation contact for each incumbent and send an
introductory mailing packet containing general information on
microwave relocation and specific information about Triton and
its proposed course of action.
2. Negotiation Parameters. Entel will work with Triton to develop
----------------------
negotiation parameters. These parameters should be established
prior to the commencement of negotiations so that settlements may
be negotiated expeditiously.
3. Development of Negotiation Strategies. Entel will work with
-------------------------------------
Triton to develop optimal negotiation strategies for each
incumbent and market. These strategies will be based upon the
size and location of each incumbent's network, considering
whether the incumbent is present in multiple Triton markets,
Triton's priorities and its willingness to provide various
relocation alternatives.
4. Initiate Negotiations. Entel will negotiate with incumbent to
---------------------
reach an agreement that conforms to Triton's relocation schedule
and cost parameters.
5. Additional Negotiation and Finalization of Agreement for
--------------------------------------------------------
Amended Relocation Dates. If a path has been negotiated by
------------------------
another PCS licensee, but the relocation date(s) are unacceptable
to Triton, then Entel will initiate negotiations with the
incumbent, other PCS licensee(s) or both to alter the
unacceptable relocation dates and bring them into conformity with
Triton's relocation priorities.
6. Negotiation Strategy. Entel will re-assess negotiation
--------------------
parameters and strategies as required based on discussions with
incumbents, additional information obtained from incumbent
meeting, and any modifications to Triton's deployment schedule.
7. Contract Templates. Triton's inside counsel shall review and
------------------
modify, as required, the contract templates that Entel provided
to Triton. These pre-approved contract templates are essential
for enabling Entel to conclude negotiations in an efficient and
expedient manner.
8. Finalize Relocation Terms. Entel will provide the proposed
-------------------------
business terms to Triton for approval.
9. Finalize Relocation Agreement. Once Triton has approved the
-----------------------------
business terms, Entel shall work with Triton's counsel to
facilitate the negotiation and execution of the final relocation
agreement between Triton and the incumbent.
B. Deliverables
------------
Entel will provide Triton with the following deliverables:
1. Signed offer letter;
2. Executed frequency relocation agreement between incumbent and
Triton;
3. Copies of any correspondence that Triton may request; and
4. Periodic reports detailing the status of each negotiation and
summarizing the information obtained on each incumbent.
-III-
Phase III - Relocation Program Management
-----------------------------------------
A. Service Description
-------------------
1. Frequency Coordination. Entel will order frequency coordination.
----------------------
If required, Entel will prepare the required FCC license
applications for incumbent's signature and submit such
applications to the FCC.
2. Detailed Relocation System Design. Entel will order engineering
---------------------------------
services required to design and engineer the microwave path
including path and site surveys and network system design.
3. Third Party Proposals. Entel will obtain and review third party
---------------------
proposals for equipment and/or services, including but not
limited to construction, installation, testing and training and
other services required to implement the turnkey replacement and
make a recommendation to Triton as to which proposal to accept.
4. Tower Stress and Foundation Analysis. Entel will order any
------------------------------------
required tower and foundation analyses. Entel will coordinate and
program manages the entire process.
5. Tower Options Analysis. Entel will review results of the tower
----------------------
and/or foundation analysis and based on the recommendation made
by the Supplier, determine most cost-effective option such as
structural strengthening, replacement, or alternate courses of
action.
6. Leased Facilities. In the event that an incumbent transfers its
-----------------
operations to leased facilities and requests Triton's assistance
in the transfer, Entel will coordinate the transfer of the
facilities to alternate leased by the scheduled decommissioning
date.
7. Relocation Plan. Entel will develop a relocation plan that sets
---------------
forth detailed relocation requirements including equipment
procurement requirements, time line requirements, system
performance requirements and detailed installation requirements.
These detailed installation requirements will include testing,
acceptance, and commissioning requirements.
8. Installation Feasibility Analysis. Entel, in coordination with a
---------------------------------
third party equipment supplier and installer, will conduct an
installation feasibility analysis in order to identify detailed
installation requirements and to ensure that decommissioning
objectives are met.
9. Installation Oversight. Entel will supervise the installation of
----------------------
the replacement system to ensure that the old system is
decommissioned on schedule and that the incumbent is satisfied
with the installation of the replacement system.
10. Tower Modification Oversight. Entel will monitor third party
----------------------------
Suppliers' performance to ensure timely completion of their
obligations.
11. Documentation Review. Entel will review "as-built" documentation
--------------------
prepared by third party Suppliers, verify completion of third
party supplier contractual requirements, and recommend to Triton
to proceed with final payment based on acceptance criteria.
12. Incumbent Acceptance. Entel will obtain final incumbent
--------------------
acceptance of equipment and facility installation. Entel will
ensure incumbent's satisfaction that the contractual obligations
by Triton and its subcontractors (if applicable) have been met.
13. Final Cost Documentation. Entel will provide Triton with a final
------------------------
accounting of the costs incurred to perform the turnkey
relocation project.
-IV-
14. Monitoring of Incumbent's Performance Obligations. For paths
-------------------------------------------------
that resulted in a cash transaction between Incumbent and Triton,
Entel will monitor incumbent to ensure compliance with
contractual obligations and report such status to Triton.
15. Decommissioning Notification. Entel will notify Triton of
----------------------------
completion of the relocation and provide Triton with copies of
FCC Forms 415 and/or FCC licenses indicating that the 2 GHz
frequencies have been removed and decommissioned.
16. Cost Sharing Support. Entel will provide support to Triton in
--------------------
connection with the cost sharing process. If requested by Triton,
Entel will analyze cost sharing claims presented to Triton by PCS
relocators to determine whether the claims are reasonable based
on the specifics of the underlying system.
B. Deliverables
------------
Entel will provide Triton the following deliverables on a per
incumbent basis:
1. Periodic reports containing the status on incumbent compliance
with the frequency relocation agreement including status on path
decommissioning.
2. Where applicable, Entel shall provide to Triton the following
information:
a) Test reports;
b) Procurement documentation
c) Project management reports;
d) Equipment test certification;
e) Photos, drawings and other information obtained from
site visits
f) Cut-over documentation; and
g) Equipment removal certification.
5. Entel shall provide Triton with copies of FCC Forms 415 or other
appropriate documentation for decommissioned paths.
-V-
Exhibit II
to
Microwave Relocation Services Agreement
Between Triton and Entel
Pricing and Pass Through Expenses for Spectrum Sharing Engineering
------------------------------------------------------------------
and
---
Microwave Relocation Services
-----------------------------
1) Spectrum Sharing Engineering Services Pricing
a) Per Task Pricing
i) Spectrum Sharing Study and Analysis - Billed upon [***].
-----------------------------------
(1) $[***] per BTA
ii) Drive Test Frequency Selection - Billed on a monthly basis.
------------------------------
(1) $[***] per frequency per cell site
iii) Prior Coordination Notices
--------------------------
(1) $[***] per mailing per BTA - Billed upon [***].
2) Microwave Relocation Services Pricing
a) Per Task Pricing
i) Phase I - Market Relocation Analysis - Billed upon [***].
------------------------------------
(1) $[***] per path for any path not listed in Attachment I
(2) $[***] per path for paths listed in Attachment I
ii) Phase II - Incumbent Negotiations and Final Contract Execution -
--------------------------------------------------------------
Billed upon [***].
(1) First path per incumbent: $[***]
(2) Each additional path per incumbent: $[***]
iii) Phase III - Relocation Program Management - Billed upon [***].
-----------------------------------------
(1) Turnkey Transaction
(a) First path per incumbent: $[***]
(b) Each additional path per incumbent: $[***]
(2) Cash Transaction
(a) First path per incumbent: $[***]
(b) Each additional path per incumbent: $[***]
* Confidential Treatment Requested
-VI-
3) Expense Reimbursement
The pricing set forth above includes Entel's Services only and does not
include the pass through expenses set forth below which are required to
complete the microwave replacement. Triton shall reimburse Entel for the
actual cost of the following types of expenses paid for by Entel:
Activity Typical Cost
-------- ------------
Path Survey $[***] per path
Path Engineering $[***] per path
Microwave Frequency Coordination and FCC Licensing $[***] per path
Tower Stress Analysis $[***] per path
Site Construction, Equipment Purchase, Installation and $[***] per analog
Training Replacement
$[***] per digital
Replacement (Not including new tower cost)
Travel Expenses $[***] average per trip
Entel shall pay for expense items that are less than $[***]. Entel shall pass on
the costs for such items to Triton. Entel shall invoice Triton on a monthly
basis for such pass through expenses. For reimbursable expense items that are
equal to or greater than [***], Entel shall prepare and submit to Triton a
purchase requisition and Triton shall pay the third party supplier directly. In
the event that the cost for an expense item exceeds the estimate set forth
above, Entel shall obtain Triton's approval for such expense prior to incurring
any cost associated with such expense.
* Confidential Treatment Requested
-VII-
EXHIBIT III
Work Order Pursuant To
Microwave Relocation Services Agreement
Between Triton PCS Operating Company, L.L.C.
and
Entel Technologies, Inc.
SAMPLE WORK ORDER
-----------------
WORK ORDER NO.:
Triton PCS Operating Company, L.L.C. ("Triton") hereby requests that Entel
Technologies, Inc. ("Entel") provide the microwave relocation services (the
"Services") set forth below, pursuant to the Microwave Relocation Services
Agreement (the "Agreement") dated _________ between Triton and Entel according
to the following terms:
1. BTA Assignment:
2. Assigned Services:
3. Compensation
Triton shall compensate Entel in accordance with the pricing terms set
forth in Exhibit II of the Agreement.
4. Payment Schedule:
Triton shall compensate Entel in accordance with the payment schedule set
forth in Exhibit II of the Agreement.
5. Pass Through Expenses:
Triton shall reimburse Entel for pass through expenses as set forth in
Exhibit II of the Agreement.
6. Commencement of Services:
Entel shall commence performance of the Services immediately upon full
execution of this Work Order.
7. Incorporation of Work Order:
This Work Order shall be appended to the Agreement and is incorporated
therein by reference. All of the terms and conditions of the Agreement
shall apply to the provision of Services hereunder; however, in case of
conflict, the terms of this Work Order shall govern.
TRITON PCS, OPERATING COMPANY, L.L.C. ENTEL TECHNOLOGIES, INC.
______________________________ ______________________________
______________________________ ______________________________
Print Name Print Name
______________________________ ______________________________
Title Date Title Date
Attachment I
to
Microwave Relocation Services Agreement
Between Triton and Entel
List of Valid Paths Identified in Fast Start Report
---------------------------------------------------
----------------------------------------------------------------------------------------------------------
INCUMBENT CallSign A CallSign B
---------------------------------------------------------------------------------------------------------------
[***]
-II-
----------------------------------------------------------------------------------------------------------
INCUMBENT CallSign A CallSign B
---------------------------------------------------------------------------------------------------------------
-III-
----------------------------------------------------------------------------------------------------------
INCUMBENT CallSign A CallSign B
----------------------------------------------------------------------------------------------------------
-IV-
Attachment II
Work Order Pursuant To
Microwave Relocation Services Agreement
Between Triton PCS, Inc. and Entel Technologies, Inc.
WORK ORDER NO.: 1
Triton PCS Operating Company, L.L.C. ("Triton") hereby requests that Entel
Technologies, Inc. ("Entel") provide the microwave relocation services (the
"Services") set forth below, pursuant to the Microwave Relocation Services
Agreement (the "Agreement") dated January 6, 1998 between Triton and Entel
according to the following terms:
8. BTA Assignment:
-------------------------------------------------------------
BTA Number BTA Name
-------------------------------------------------------------
[***] [***]
9. Assigned Services:
Entel shall perform Spectrum Sharing Engineering Services and Phase I -
Market Relocation Analysis for the BTAs set forth above.
10. Compensation:
Triton shall compensate Entel in accordance with the pricing terms set
forth in Exhibit II of the Agreement.
11. Payment Schedule:
Triton shall compensate Entel in accordance with the payment schedule set
forth in Exhibit II of the Agreement.
12. Pass Through Expenses:
Triton shall reimburse Entel for pass through expenses as set forth in
Exhibit II of the Agreement.
* Confidential Treatment Requested
-V-
WORK ORDER NO. 1
BETWEEN TRITON PCS OPERATING COMPANY, L.L.C.
AND ENTEL TECHNOLOGIES, INC.
CONTINUED
13. Commencement of Services:
Entel shall commence performance of the Services immediately upon full
execution of this Work Order.
14. Incorporation of Work Order:
This Work Order shall be appended to the Agreement and is incorporated
therein by reference. All of the terms and conditions of the Agreement
shall apply to the provision of Services hereunder; however, in case of
conflict, the terms of this Work Order shall govern.
TRITON PCS OPERATING COMPANY, L.L.C. ENTEL TECHNOLOGIES, INC.
/s/ Xxxxx Xxxxx /s/ Xxxx X. Xxxxx
____________________________________ ___________________________________
Xxxxx Xxxxx Xxxx X. Xxxxx
____________________________________ ___________________________________
Print Name Print Name
Executive Vice President 2/11/98 President 1/6/98
____________________________________ ___________________________________
Title Date Title Date
-VI-
Attachment III
Work Order Pursuant To
Microwave Relocation Services Agreement
Between Triton PCS Operating Company, L.L.C.
and
Entel Technologies, Inc.
WORK ORDER NO.: 2
Triton PCS Operating Company, L.L.C. ("Triton") hereby requests that Entel
Technologies, Inc. ("Entel") provide the microwave relocation services (the
"Services") set forth below, pursuant to the Microwave Relocation Services
Agreement (the "Agreement") dated January 6, 1998 between Triton and Entel,
according to the following terms:
15. BTA Assignment:
----------------------------------------------------------------
BTA Number BTA Name
----------------------------------------------------------------
[***] [***]
16. Assigned Services:
Entel shall perform Phase II - Incumbent Negotiations and Final Contract
Execution services for paths identified by Entel as interfering with the
deployment of Triton's PCS system in the above referenced BTAs.
17. Compensation:
Triton shall compensate Entel in accordance with the pricing terms set
forth in Exhibit II of the Agreement.
18. Payment Schedule:
Triton shall compensate Entel in accordance with the payment schedule set
forth in Exhibit II of the Agreement.
19. Pass Through Expenses:
Triton shall reimburse Entel for pass through expenses as set forth in
Exhibit II of the Agreement.
* Confidential Treatment Requested
-VII-
WORK ORDER NO. 2
BETWEEN TRITON PCS OPERATING COMPANY, L.L.C.
AND ENTEL TECHNOLOGIES, INC.
CONTINUED
20. Commencement of Services:
Entel shall commence performance of the Services immediately upon full
execution of this Work Order.
21. Incorporation of Work Order:
This Work Order shall be appended to the Agreement and is incorporated
therein by reference. All of the terms and conditions of the Agreement
shall apply to the provision of Services hereunder; however, in case of
conflict, the terms of this Work Order shall govern.
TRITON PCS OPERATING COMPANY, L.L.C. ENTEL TECHNOLOGIES, INC.
/s/ Xxxxx Xxxxx /s/ Xxxx X. Xxxxx
-------------------------------------- -----------------------------------
Xxxxx Xxxxx Xxxx X. Xxxxx
-------------------------------------- -----------------------------------
Print Name Print Name
Executive Vice President 2/11/98 President 1/6/98
-------------------------------------- -----------------------------------
Title Date Title Date
-VIII-
Work Order Pursuant To
Microwave Relocation Services Agreement
Between Triton PCS, Inc. and Entel Technologies, Inc.
WORK ORDER NO. 3
Entel is hereby requested to provide the microwave relocation services (the
"Services") as set forth in Exhibit II of the Microwave Relocation Services
Agreement (the "Agreement") dated Jan. 6, 1998, between Triton PCS, Inc.
("Triton") and Entel Technologies, Inc. ("Entel") according to the following
terms:
1. BTA Assignment:
BTA Number BTA Name BTA Number BTA Name
--------------------------------------------------------------------------------
[***] [***] [***] [***]
2. Scope of Services: Spectrum Sharing Engineering Study and Analysis as set
forth in Exhibit I.
3. Compensation
Triton shall compensate Entel in accordance with the pricing terms set forth
in the Agreement. Pricing for the requested service is $[***] per BTA. Total
billing for the services requested in this work order is $[***].
4. Payment Schedule:
Triton shall compensate Entel in accordance with the payment schedule set
forth in the Agreement.
5. Pass Through Expenses:
Pass Through Expenses will be billed as set forth in the Agreement.
6. Commencement of Services:
Entel shall commence performance of the Services immediately upon full
execution of this Work Order.
7. Incorporation of Work Order:
This Work Order shall be appended to the Agreement and is incorporated
therein by reference. All of the terms and conditions of the Agreement shall
apply to the provision of Services hereunder; however, in case of conflict,
the terms of this Work Order shall govern.
TRITON PCS, INC. ENTEL TECHNOLOGIES, INC.
/s/ Xxxxx Xxxxx /s/ Xxxxxxx Xxxxxxxx
---------------------------------- ---------------------------------------
Xxxxx Xxxxx Xxxxxxx Xxxxxxxx
---------------------------------- ---------------------------------------
Print Name
Executive Vice President 11/23/98 Vice-President, Eng. Services 11/19/98
---------------------------------- ---------------------------------------
* Confidential treatment requested
Title Date Date
* Confidential Treatment Requested
Work Order Pursuant To
Microwave Relocation Services Agreement
Between Triton PCS, Inc. and Entel Technologies, Inc.
WORK ORDER NO.: 4
Triton PCS Operating Company, L.L.C. ("Triton") hereby requests that Entel
Technologies, Inc. ("Entel") provide the microwave relocation services (the
"Services") set forth below, pursuant to the Microwave Relocation Services
Agreement (the "Agreement") dated February 11, 1998, between Triton and Entel
according to the following terms:
1. BTA Assignment:
BTA Number BTA Name
--------------------------------------------------------------------------------
[***] [***]
2. Assigned Services:
Entel shall prepare and issue the Prior Coordination Notices (PCNS) for the
BTAs set forth above.
3. Compensation:
Triton shall compensate Entel in accordance with the pricing terms set forth
in Exhibit II of the Agreement.
4. Payment Schedule:
Triton shall compensate Entel in accordance with the payment schedule set
forth in Exhibit II of the Agreement.
5. Pass Through Expenses:
[***] in providing the services requested in this work order.
6. Commencement of Services:
Entel shall commence performance of the Services immediately upon full
execution of this Work Order.
7. Incorporation of Work Order:
This Work Order shall be appended to the Agreement and is incorporated
therein by reference. All of the terms and conditions of the Agreement shall
apply to the provision of Services hereunder; however, in case of conflict,
the terms of this Work Order shall govern.
TRITON PCS OPERATING COMPANY, L.L.C ENTEL TECHNOLOGIES, INC.
/s/ Xxxxxxx X. Xxxxxxxx /s/ Xxxx X. Xxxxxx
----------------------------------- --------------------------------------
Xxxxxxx X. Xxxxxxxx Xxxx X. Xxxxxx
----------------------------------- --------------------------------------
Print Name Print Name
RF Engineer Manager 2/19/99 Director - Fixed Network Eng. 3/1/99
----------------------------------- --------------------------------------
* Confidential Treatment Requested
Title Date Title Date
Work Order Pursuant To
Microwave Relocation Services Agreement
Between Triton PCS, Inc. and Entel Technologies, Inc.
WORK ORDER NO.: 5
Triton PCS Operating Company, L.L.C. ("Triton") hereby requests that Entel
Technologies, Inc. ("Entel") provide the microwave relocation services (the
"Services") set forth below, pursuant to the Microwave Relocation Services
Agreement (the "Agreement") dated February 11, 1998, between Triton and Entel
according to the following terms:
1. BTA Assignment:
BTA Number BTA Name
--------------------------------------------------------------------------------
[***] [***]
2. Assigned Services:
Entel shall prepare and issue the Prior Coordination Notices (PCN) for the
BTA set forth above. This PCN is required due to a modification of the RF
design for this market.
3. Compensation:
Triton shall compensate Entel in accordance with the pricing terms set forth
in Exhibit II of the Agreement.
4. Payment Schedule:
Triton shall compensate Entel in accordance with the payment schedule set
forth in Exhibit II of the Agreement.
5. Pass Through Expenses:
[***] in providing the services requested in this work order.
6. Commencement of Services:
Entel shall commence performance of the Services immediately upon full
execution of this Work Order.
7. Incorporation of Work Order:
This Work Order shall be appended to the Agreement and is incorporated
therein by reference. All of the terms and conditions of the Agreement shall
apply to the provision of Services hereunder; however, in case of conflict,
the terms of this Work Order shall govern.
TRITON PCS OPERATING COMPANY, L.L.C. ENTEL TECHNOLOGIES, INC.
/s/ Xxxxx Xxxxx /s/ Xxxx X. Xxxxxx
------------------------------------ -----------------------------------
Xxxxx Xxxxx Xxxx X. Xxxxxx
------------------------------------ -----------------------------------
Print Name Print Name
R F Engineering Mgr. 3/22/99 Director Fixed Network Eng. 3/17/99
------------------------------------ -----------------------------------
Title Date Title Date
* Confidential treatment requested
Work Order Pursuant To
Microwave Relocation Services Agreement
Between Triton PCS, Inc. and Entel Technologies, Inc.
WORK ORDER NO.: 6
Triton PCS, Inc. ("Triton") hereby requests that Entel Technologies, Inc.
("Entel") provide the microwave relocation services (the "Services") set forth
below, pursuant to the Microwave Relocation Services Agreement (the "Agreement")
dated February 11, 1998, between Triton and Entel according to the following
terms:
1. BTA Assignment:
BTA Number BTA Name
-----------------------------------------------------------
[***] [***]
2. Assigned Services:
Entel shall perform Spectrum Sharing Engineering Services for the BTAs set
forth above.
3. Compensation:
Triton shall compensate Entel in accordance with the pricing terms set forth
in Exhibit II of the Agreement.
4. Payment Schedule:
Triton shall compensate Entel in accordance with the payment schedule set
forth in Exhibit II of the Agreement.
5. Pass Through Expenses:
[***] in completing the services requested in this work order.
6. Commencement of Services:
Entel shall commence performance of the Services immediately upon full
execution of this Work Order.
7. Incorporation of Work Order:
This Work Order shall be appended to the Agreement and is incorporated
therein by reference. All of the terms and conditions of the Agreement shall
apply to the provision of Services hereunder; however, in case of conflict,
the terms of this Work Order shall govern.
TRITON PCS, INC. ENTEL TECHNOLOGIES, INC.
/s/ Xxxxxxx Xxxxxxxxx /s/ Xxxx X. Xxxxxx
----------------------------------- -------------------------------------
Xxxxxxx Xxxxxxxxx Xxxx X. Xxxxxx
----------------------------------- -------------------------------------
Print Name Print Name
VP Engineering & Operations 3/25/99 Director - Fixed Network Eng. 3/25/99
----------------------------------- -------------------------------------
Title Date Title Date
* Confidential treatment requested
Page 1 of 1
Work Order Pursuant To
Microwave Relocation Services Agreement
Between Triton PCS, Inc. and Entel Technologies, Inc.
WORK ORDER NO.: 7
Triton PCS, Inc. ("Triton") hereby requests that Entel Technologies, Inc.
("Entel") provide the microwave engineering services (the "Services") set forth
below, pursuant to the Microwave Relocation Services Agreement (the "Agreement")
dated February 11, 1998, between Triton and Entel according to the following
terms:
1. BTA Assignment:
The engineering services requested in this work order involve the [***].
2. Assigned Services:
Entel shall perform Microwave Engineering Services for [***] target sites
located in the BTA set forth above. The target sites are PCS sites that
require a microwave link to an adjacent PCS site in order to obtain T1
service. Triton has provided a list of [***] candidate donor sites for the
[***] target sites. Therefore, Entel will complete path surveys for [***]
links as directed by Triton.
3. Compensation:
Triton shall compensate Entel in accordance with the pricing terms included
in the attached Scope of Services. Entel will complete only those services as
requested by Triton for each link and Triton shall compensate Entel
accordingly.
4. Payment Schedule:
Triton shall compensate Entel in accordance with the payment schedule set
forth in Exhibit II of the Agreement.
5. Pass Through Expenses:
Triton shall reimburse Entel on a monthly basis for pass through expenses set
forth in Exhibit II of the Agreement.
6. Commencement of Services:
Entel shall commence performance of the Services immediately upon full
execution of this Work Order.
7. Incorporation of Work Order:
This Work Order shall be appended to the Agreement and is incorporated
therein by reference. All of the terms and conditions of the Agreement shall
apply to the provision of Services hereunder; however, in case of conflict,
the terms of this Work Order shall govern.
TRITON PCS, INC. ENTEL TECHNOLOGIES, INC.
/s/ Xxxxxxx X. Xxxxxxxx /s/ Xxxx X. Xxxxxx
------------------------------- ----------------------------------------
Xxxxxxx X. Xxxxxxxx Xxxx X. Xxxxxx
------------------------------- ----------------------------------------
Print Name Print Name
RF Engineering Manager 4/2/99 Director - Fixed Network Eng. 4/5/99
------------------------------- ----------------------------------------
Title Date Title Date
* Confidential treatment requested
Page 1 of 1
Work Order Pursuant To
Microwave Relocation Services Agreement
Between Triton PCS, Inc. and Entel Technologies, Inc.
WORK ORDER NO.: 8
Triton PCS, Inc. ("Triton") hereby requests that Entel Technologies, Inc.
("Entel") provide the microwave engineering services (the "Services") set forth
below, pursuant to the Microwave Relocation Services Agreement (the "Agreement")
dated February 11, 1998, between Triton and Entel according to the following
terms:
1. BTA Assignment:
The engineering services requested in this work order involve microwave paths
identified in the spectrum sharing studies associated with Work Orders #3 and
#6. However, paths that were also identified in the spectrum sharing studies
associated with Work Order #1 are excluded from this list.
2. Assigned Services:
Entel shall perform Microwave Relocation Services Phase I, Market Relocation
Analysis for the [***] microwave paths listed on Attachment A to
this Work Order.
3. Compensation:
Triton shall compensate Entel in accordance with the pricing terms included
in the Microwave Relocation Services Agreement as listed in Attachment A.
4. Payment Schedule:
Triton shall compensate Entel in accordance with the payment schedule set
forth in Exhibit II of the Agreement.
5. Pass Through Expenses:
[***] in completing the services requested in this work order.
6. Commencement of Services:
Entel shall commence performance of the Services immediately upon full
execution of this Work Order.
7. Incorporation of Work Order:
This Work Order shall be appended to the Agreement and is incorporated
therein by reference. All of the terms and conditions of the Agreement shall
apply to the provision of Services hereunder; however, in case of conflict,
the terms of this Work Order shall govern.
TRITON PCS, INC. ENTEL TECHNOLOGIES, INC.
/s/ Xxxxxxx Xxxxxxxxx /s/ Xxxx X. Xxxxxx
---------------------------------- -----------------------------------------
Xxxxxxx Xxxxxxxxx Xxxx X. Xxxxxx
---------------------------------- -----------------------------------------
Print Name Print Name
VP - Engineering 4/19/99 Director - Fixed Network Eng. 4/16/99
---------------------------------- -----------------------------------------
Title Date Title Date
* Confidential treatment Requested
Page 1 of 1
Wireless Facillities Inc Triton PCS April 16, 1999
Attachemnt A
---------------------------------------------------------------------------------------------------------------------------
Path Listed Link ID INCUMBENT CALLSIGN-1 RX Freq XXXX-XXXX 0 CALLSIGN-2 RX Freq Band
No In MSA 1 2
---------------------------------------------------------------------------------------------------------------------------
[***] [***] [***] [***] [***] [***] [***] [***] [***] [***]
-----------------------------------------------
Work Order 3 Work Order 6 Billing Amount
Path Path
-----------------------------------------------
[***] [***] [***]
Work Order Pursuant To
Microwave Relocation Services Agreement
Between Triton PCS, Inc. and Entel Technologies, Inc.
WORK ORDER NO.: 9
Triton PCS, Inc. ("Triton") hereby requests that Entel Technologies, Inc.
("Entel") provide the microwave engineering services (the "Services") set forth
below, pursuant to the Microwave Relocation Services Agreement (the "Agreement")
dated February 11, 1998, between Triton and Entel according to the following
terms:
1. BTA Assignment:
The engineering services requested in this work order involve multiple BTAs
in the Southeast region.
2. Assigned Services:
Entel shall perform Microwave Engineering Services for 94 proposed microwave
paths. The 94 proposed paths are listed on Attachment II to this work order.
3. Compensation:
Triton shall compensate Entel in accordance with the pricing terms included
in the attached Statement of Work. Entel will complete only those services as
requested by Triton for each link and Triton shall compensate Entel
accordingly.
4. Payment Schedule:
Triton shall compensate Entel in accordance with the payment schedule set
forth in Exhibit II of the Agreement.
5. Pass Through Expenses:
Triton shall reimburse Entel on a monthly basis for pass through expenses set
forth in Exhibit II of the Agreement.
6. Commencement of Services:
Entel shall commence performance of the Services immediately upon full
execution of this Work Order.
7. Incorporation of Work Order:
This Work Order shall be appended to the Agreement and is incorporated
therein by reference. All of the terms and conditions of the Agreement shall
apply to the provision of Services hereunder; however, in case of conflict,
the terms of this Work Order shall govern.
TRITON PCS, INC. ENTEL TECHNOLOGIES, INC.
/s/ Xxxxxxxx Xxxxxxxxx /s/ Xxxx X. Xxxxxx
--------------------------------- -----------------------------------------
Xxxxxxxx Xxxxxxxxx Xxxx X. Xxxxxx
--------------------------------- -----------------------------------------
Print Name Print Name
Technical Director 5-5-99 Director - Fixed Network Eng.
--------------------------------- -----------------------------------------
Title Date Title Date
Page 1 of 1
STATEMENT OF WORK
Microwave Path Feasibility Analysis
Upon [***] WFI will [***].
[***]..........................................$[***]
Upon [***] WFI will [***] WFI will [***]. Again WFI will [***].
[***]..........................................$[***]
Note: [***]
Microwave Link Engineering and Path Survey
A. Upon [***] WFI will [***]. WFI will [***]. WFI will [***]. WFI will[***].
Upon [***]:
[***]
Pricing ...................................................$[***]
...................................................$[***]
[***]
Note: [***]
* Confidential treatment requested
1.
Wireless Facilities Inc. Triton PCS April 16, 1999
Attachment II to Work Order No. 9
---------------------------------------------------------------------------------------------------------------------------
Ref
Path Proposed Xxxx xxxxx XXXX 0 Xxxxxx 0 XXXX 0 Height 2 Azimuth 1 Azimuth 2
No. Microwave # Site 1 Site 2 Test Heights (ft) in mile (ft) (ft) (ft) (ft) (ft) (deg) (deg)
---------------------------------------------------------------------------------------------------------------------------
I-26 site 1 site 2
---------------------------------------------------------------------------------------------------------------------------
[***]
Wireless Facilities Inc. Triton PCS April 16, 1999
Attachment II to Work Order No. 9
---------------------------------------------------------------------------------------------------------------------------
Ref
Path Proposed Xxxx xxxxx XXXX 0 Xxxxxx 0 XXXX 0 Height 2 Azimuth 1 Azimuth 2
No. Microwave # Site 1 Site 2 Test Heights (ft) in mile (ft) (ft) (ft) (ft) (ft) (deg) (deg)
---------------------------------------------------------------------------------------------------------------------------
[***]
ADDITIONAL LINKS TO BE EVALUATED
[***]
[***]
Work Order Pursuant To
Microwave Relocation Services Agreement
Between Triton PCS, Inc. and Entel Technologies, Inc.
WORK ORDER NO.: 10
Triton PCS, Inc. ("Triton") hereby requests that Entel Technologies, Inc.
("Entel") provide the microwave engineering services (the "Services") set forth
below, pursuant to the Microwave Relocation Services Agreement (the "Agreement")
dated February 11, 1998, between Triton and Entel according to the following
terms:
1. BTA Assignment:
The engineering services requested in this work order involve multiple BTAs.
2. Assigned Services:
Entel shall perform Comparable Cost Appraisal and Reimbursement Negotiation
Services as detailed on the attached Scope of Services. Entel shall perform
such services for all microwave paths for which Triton is responsible for
cost-sharing reimbursement to a PCS Relocator(s).
3. Compensation:
Triton shall compensate Entel in accordance with the pricing terms included
in the attached Scope of Services.
4. Payment Schedule:
Entel shall invoice Triton upon providing the "Deliverables" associated with
each requested service. Triton shall provide payment for such services within
30 days of receiving the associated invoice(s).
5. Pass Through Expenses:
Triton shall reimburse Entel on a monthly basis for pass through expenses set
forth in Exhibit II of the Agreement.
6. Commencement of Services:
Entel shall commence performance of the Services immediately upon full
execution of this Work Order.
7. Incorporation of Work Order:
This Work Order shall be appended to the Agreement and is incorporated
therein by reference. All of the terms and conditions of the Agreement shall
apply to the provision of Services hereunder; however, in case of conflict,
the terms of this Work Order shall govern.
TRITON PCS, INC. ENTEL TECHNOLOGIES, INC.
/s/ Xxxxx Xxxxx /s/ Xxxx X. Xxxxxx
-------------------------------- -----------------------------------------
Xxxxx Xxxxx Xxxx X. Xxxxxx
-------------------------------- -----------------------------------------
Print Name Print Name
Executive Vice President 5/17/99 Director - Fixed Network Eng. 5/6/99
-------------------------------- -----------------------------------------
Title Date Title Date
Page 1 of 1
Comparable Cost Appraisal and Cost-Sharing Negotiations
-------------------------------------------------------
Scope of Services
-----------------
Phased Delivery of Services
---------------------------
WFI will supply to Customer all labor, services, resources, and consultation
necessary to perform the 2 GHz microwave cost-sharing negotiation services
described more particularly below. These services are in regard to negotiating
on behalf of the Customer with the PCS Relocator seeking reimbursement from the
Customer through a designated FCC Clearinghouse. The goal of these services is
to reduce the cost-sharing reimbursement amount paid by the Customer to the PCS
Relocator.
The Services shall be delivered to Customer in two phases:
Phase I: Comparable System Cost Appraisal
--------
Phase II: Cost-Sharing Negotiations
--------
The steps required for each of the three phases are described in detail
below.
Phase I: Comparable System Cost Appraisal
-----------------------------------------
WFI will utilize FCC database information and information obtained from
microwave incumbents as required to complete an appraisal of the cost associated
with the replacement of a relocated co-channel path that is subject to
cost-sharing reimbursement as per the FCC's cost-sharing rules.
A. Service Description
-------------------
1. [***]. WFI will [***] WFI will [***]
2. [***]. WFI will [***] WFI will [***]
3. [***]. WFI will [***]
* Confidential treatment requested
B. Deliverables
------------
WFI will provide a written report to Customer containing the following
information:
[***]
Phase II: Cost-Sharing Negotiations and Final Cost-Sharing Contract Execution
------------------------------------------------------------------------------
A. Service Description
-------------------
A step-by-step outline of the negotiation and information-gathering
efforts to be performed by WFI in this phase is as follows:
[***]
* Confidential treatement requested
B. Deliverables
------------
WFI will provide Customer with the following deliverables:
[***]
Additionally, WFI will submit periodic reports to Customer, detailing the status
of each negotiation and summarizing the information obtained on each path
assigned for negotiation.
* Confidential treatment requested
Proprietary and Confidential
Page 3 of 4
Pricing and Pass-Through Expenses for
-------------------------------------
Comparable Cost Appraisal and Cost-Sharing Negotiations
-------------------------------------------------------
1) Phase I - Comparable Replacement System Cost Appraisal
(1) [***]: $[***]
(2) [***]: $[***]
Note: [***]
2) Phase II - Cost-Sharing Negotiations
(1) [***]
3) Expense Reimbursement
The pricing set forth above includes WFI's Services only and does not
include the travel expenses set forth below that may be required to
complete a comprehensive comparable cost appraisal and negotiations with
the PCS Relocator. Customer shall reimburse WFI for the cost of the
following expenses paid for by WFI.
Activity Typical Cost
-------- ------------
Travel Expenses $[***] average per trip
(Reimbursable expenses include [***]).
WFI shall invoice Customer on a monthly basis for pass-through expenses.
* confidential treatment requested
Proprietary and Confidential
Page 4 of 4
Work Order Pursuant To
Microwave Relocation Services Agreement
Between Triton PCS, Inc. and Entel Technologies, Inc.
WORK ORDER NO.: 12
Triton PCS, Inc. ("Triton") hereby requests that Entel Technologies, Inc.
("Entel") provide the microwave engineering services (the "Services") set forth
below, pursuant to the Microwave Relocation Services Agreement (the "Agreement")
dated February 11, 1998, between Triton and Entel according to the following
terms:
1. BTA Assignment:
The subject microwave path is located in the [***] market.
2. Assigned Services:
Entel shall perform Microwave Engineering Services for the existing microwave
path between Station [***] to [***]. These Engineering Services will include
the completion of a Path Profile using 30-meter terrain data and a field
survey in order to determine the cause for the intermittent outages
experiences on this path.
3. Compensation:
Triton shall compensate Entel in accordance with the pricing terms included
with the Statement of Work associated with Work Order No. 9.
4. Payment Schedule:
Triton shall compensate Entel in accordance with the payment schedule set
forth in Exhibit II of the Agreement.
5. Pass Through Expenses:
Triton shall reimburse Entel on a monthly basis for pass through expenses set
forth in Exhibit II of the Agreement. As this field survey shall be
completed at the same time as the surveys for the repeater paths in Triton's
southeastern region, the Pass Through Expenses will be billed the charges for
work order no. 9.
6. Commencement of Services:
Entel shall commence performance of the Services immediately upon full
execution of this Work Order.
7. Incorporation of Work Order:
This Work Order shall be appended to the Agreement and is incorporated
therein by reference. All of the terms and conditions of the Agreement shall
apply to the provision of Services hereunder; however, in case of conflict,
the terms of this Work Order shall govern.
TRITON PCS, INC. ENTEL TECHNOLOGIES, INC.
/s/ Xxxxxxxx Xxxxxxxxx /s/ Xxxx X. Xxxxxx
--------------------------------- -----------------------------------------
Xxxxxxxx Xxxxxxxxx Xxxx X. Xxxxxx 6/10/99
--------------------------------- -----------------------------------------
Print Name Print Name
* Confidential Treatment Requested
Page 1 of 2
Technical Director, South 6/4/99 Director - Fixed Network Eng. 6/10/99
--------------------------------- -----------------------------------------
Title Date Title Date
Page 2 of 2
Work Order Pursuant To
Microwave Relocation Services Agreement
Between Triton PCS, Inc. and Entel Technologies, Inc.
WORK ORDER NO.: 13
Triton PCS, Inc. ("Triton") hereby requests that Entel Technologies, Inc.
("Entel") provide the microwave engineering services (the "Services") set forth
below, pursuant to the Microwave Relocation Services Agreement (the "Agreement")
dated February 11, 1998, between Triton and Entel according to the following
terms:
1. BTA Assignment:
The subject microwave paths are located in the [***] market.
2. Assigned Services:
Entel shall provide Frequency Coordination Services and prepare FCC
applications for Stations [***] in order to enable Triton to modify the
channel capacities of the existing [***].
3. Compensation:
Entel's fee for the Assigned Services totals $[***] ([***]). [***].
4. Payment Schedule:
Triton shall compensate Entel in accordance with the payment schedule set
forth in Exhibit II of the Agreement.
5. Pass Through Expenses:
Triton shall reimburse Entel on a monthly basis for pass through expenses set
forth in Exhibit II of the Agreement. As this field survey shall be completed
at the same time as the surveys for the repeater paths in Triton's
southeastern region, the Pass Through Expenses will be billed the charges for
work order no. 9.
6. Commencement of Services:
Entel shall commence performance of the Services immediately upon full
execution of this Work Order.
7. Incorporation of Work Order:
This Work Order shall be appended to the Agreement and is incorporated
therein by reference. All of the terms and conditions of the Agreement shall
apply to the provision of Services hereunder; however, in case of conflict,
the terms of this Work Order shall govern.
TRITON PCS, INC. ENTEL TECHNOLOGIES, INC.
/s/ Xxxxxxxx Xxxxxxxxx /s/ Xxxx X. Xxxxxx
--------------------------------- -------------------------------------
Xxxxxxxx Xxxxxxxxx Xxxx X. Xxxxxx
--------------------------------- -------------------------------------
Print Name
Technical Director, South 6/4/99 Director-Fized network Eng. 6/10/99
--------------------------------- -------------------------------------
Title Date Title
* Confidential treatment requested
Page 1 of 1
Work Order Pursuant To
Microwave Relocation Services Agreement
Between Triton PCS, Inc. and Entel Technologies, Inc.
WORK ORDER NO.: 14
Triton PCS, Inc. ("Triton") hereby requests that Entel Technologies, Inc.
("Entel") provide the microwave engineering services (the "Services") set forth
below, pursuant to the Microwave Relocation Services Agreement (the "Agreement")
dated February 11, 1998, between Triton and Entel according to the following
terms:
1. BTA Assignment:
The engineering services requested in this work order involve the [***]
BTA.
2. Assigned Services:
Entel shall perform Microwave Engineering Services for [***] proposed
microwave paths located in the BTA set forth above. These links and the
services requested are listed on Attachment 1 to Work Order 14.
3. Compensation:
Triton shall compensate Entel in accordance with the pricing terms included
in the attached Scope of Services. Entel will complete only those services as
requested by Triton for each link and Triton shall compensate Entel
accordingly.
4. Payment Schedule:
Triton shall compensate Entel in accordance with the payment schedule set
forth in Exhibit II of the Agreement.
5. Pass Through Expenses:
Triton shall reimburse Entel on a monthly basis for pass through expenses set
forth in Exhibit II of the Agreement.
6. Commencement of Services:
Entel shall commence performance of the Services immediately upon full
execution of this Work Order.
7. Incorporation of Work Order:
This Work Order shall be appended to the Agreement and is incorporated
therein by reference. All of the terms and conditions of the Agreement shall
apply to the provision of Services hereunder; however, in case of conflict,
the terms of this Work Order shall govern.
TRITON PCS, INC. ENTEL TECHNOLOGIES, INC.
---------------------------- ----------------------------------
Xxxx X. Xxxxxx
---------------------------- ----------------------------------
Print Name Print Name
Director - Fixed Network Eng.
---------------------------- ----------------------------------
Title Date Title Date
* Confidential treatment requested
Page 1 of 2
ATTACHMENT 1 to Work Order #14
PATH LIST
----------------------------------------------------------------------------------------------------------------
Path Site 1 Site 2 Profile Using 3" Profile Using 7.5 Path Charge
No. Terrain Data minute topographic Survey
data
----------------------------------------------------------------------------------------------------------------
[***]
* Cofidential treatment requested
Page 2 of 2
Work Order Pursuant To
Microwave Relocation Services Agreement
Between
Triton PCS, Inc. and Wireless Facilities Inc. (legal successor to Entel
Technologies, Inc.)
WORK ORDER NO.: 15
Triton PCS, Inc. ("Triton") hereby requests that Wireless Facilities Inc.
("WFI") provide the microwave engineering services (the "Services") set forth
below, pursuant to the Microwave Relocation Services Agreement (the "Agreement")
dated February 11, 1998, between Triton and WFI according to the following
terms:
1. BTA Assignment:
The subject microwave paths are located in the [***] market.
2. Assigned Services:
WFI shall provide Frequency Coordination Services for the following links:
--------------------------------------------------------------------------------------------------------------
Link No. Call Sign 1 Site Name 1 Call Sign 2 Site Name 2 Action
--------------------------------------------------------------------------------------------------------------
[***]
-------------------------------------------------------------------------------------------------------------
WFI shall prepare FCC applications as required for the requested Frequency
Coordination Services for Stations [***] in order to enable Triton to modify
the channel capacities of the existing paths listed above.
3. Compensation:
WFI's fee for the Assigned Services totals $[***] ([***]).
4. Payment Schedule:
Triton shall compensate WFI in accordance with the payment schedule set forth
in Exhibit II of the Agreement.
5. Pass Through Expenses:
[***] for the services associated with this work order.
6. Commencement of Services:
WFI shall commence performance of the Services immediately upon full
execution of this Work Order.
7. Incorporation of Work Order:
This Work Order shall be appended to the Agreement and is incorporated
therein by reference. All of the terms and conditions of the Agreement shall
apply to the provision of Services hereunder; however, in case of conflict,
the terms of this Work Order shall govern.
* Confidential treatment requested
Page 1 of 2
Triton - Work Order No. 15, Page 2
TRITON PCS, INC. WFI FACILITIES INC.
/s/ Xxxxxxxx Xxxxxxxxx /s/ Xxxx X. Xxxxxx
------------------------------ -------------------------------
Xxxxxxxx Xxxxxxxxx Xxxx X. Xxxxxx
------------------------------ -------------------------------
Print Name
V.P. Eng. & OPS 7-27-99 Director - Sales 7/28/99
------------------------------ -------------------------------
Title Date Title Date
Page 2 of 2
Work Order Pursuant To
Microwave Relocation Services Agreement Between
Triton PCS, Inc. and Wireless Facilities Inc. (legal successor to Entel
Technologies, Inc.)
WORK ORDER NO.: 17
Triton PCS, Inc. ("Triton") hereby requests that Wireless Facilities Inc.
("WFI") provide the microwave engineering services (the "Services") set forth
below, pursuant to the Microwave Relocation Services Agreement (the "Agreement")
dated February 11, 1998, between Triton and WFI according to the following
terms:
1. BTA Assignment:
The engineering services requested in this work order involve a proposed
microwave path in the [***] BTA and an existing path near [***]
2. Assigned Services:
WFI shall perform Microwave Engineering Services for the following proposed
microwave path.
---------------------------------------------------------------
Path No. Site 1 Site 2
---------------------------------------------------------------
[***]
3. Compensation:
Triton shall compensate WFI in accordance with the pricing terms included in
the attached Statement of Work.
4. Payment Schedule:
Triton shall compensate WFI in accordance with the payment schedule set forth
in Exhibit II of the Agreement.
5. Pass Through Expenses:
Triton shall reimburse WFI on a monthly basis for pass through expenses set
forth in Exhibit II of the Agreement.
6. Commencement of Services:
WFI shall commence performance of the Services immediately upon full
execution of this Work Order.
7. Incorporation of Work Order:
This Work Order shall be appended to the Agreement and is incorporated
therein by reference. All of the terms and conditions of the Agreement shall
apply to the provision of Services hereunder; however, in case of conflict,
the terms of this Work Order shall govern.
TRITON PCS, INC. WFI FACILITIES INC.
/s/ Xxxxxxxx Xxxxxxxxx /s/ Xxxx X. Xxxxxx
-------------------------------------- -------------------------------
Xxxxxxxx Xxxxxxxxx Xxxx X. Xxxxxx
-------------------------------------- -------------------------------
Print Name Print Name
V.P Ops & Eng 7/27/99 Director Sales 7/28/99
-------------------------------------- -------------------------------
Title Date Title Date
* Confidential treatment requested
Page 1 of 1
STATEMENT OF WORK
Microwave Path Feasibility Analysis
Upon [***] WFI will [***].
[***]..........................................$[***]
Upon [***] WFI will [***] WFI will [***]. Again WFI will [***].
[***]..........................................$[***]
Note: [***]
Microwave Link Engineering and Path Survey
A. Upon [***] WFI will [***]. WFI will [***]. WFI will [***]. WFI will[***].
Upon [***]:
[***]
Pricing ...................................................$[***]
...................................................$[***]
[***]
Note: [***]
* Confidential treatment requested
1.
