EXHIBIT 10.22
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Confidential Treatment Requested
under 17 C.F.R(S)(S)200.80(b)(4)
200.83 and 230.406
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MASTER SERVICES AGREEMENT
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THIS MASTER SERVICES AGREEMENT ("Agreement"), dated as of the 27th day of
February, 1998 ("Effective Date"), is made by and between TeleCorp Holding
Corp., Inc, a Delaware corporation ("TeleCorp") and Entel Technologies, Inc., a
Delaware corporation ("Entel").
EXPLANATORY STATEMENT
TeleCorp desires to engage Entel ("General Contractor") to perform numerous
different types of services related to TeleCorp's planned personal communication
services ("PCS") system (the "System"). These services consist of site
acquisition, construction management, program management, microwave relocation
and engineering services (each a "Service", collectively the "Services"), all of
which are more specifically set forth below. TeleCorp and Entel therefore, in
consideration of the mutual promises and covenants contained herein, agree as
follows:
1. TRADING AREAS AFFECTED; COMMITMENT; TELECORP'S
ACQUISITION OF LICENSES
AT&T Wireless PCS, Inc. ("AT&T") is the license-holder for the FCC "A", "B"
and "D" Block licenses for the Major Trading Areas listed on Schedule C attached
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hereto, and TeleCorp is the license-holder for FCC "F" Block licenses for the
Basic Trading Areas listed on Schedule C attached hereto, (all such areas are
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hereinafter referred to as the "Service Area"). TeleCorp is a presently in
negotiations with AT&T for the transfer of AT&T's license rights to TeleCorp
PCS, Inc.
11. RELATIONSHIP OF PARTIES
A. Independent Contractor Relationship.
The parties intend by this Agreement to establish an independent
contractor relationship. Neither party nor their employees shall be agents or
legal representatives of the other party for any purpose. Neither party shall
have the authority to act for, bind, or commit the other party. Entel and
TeleCorp agree that this Agreement does not establish or create a relationship
of employer-employee, principal-agent, or a franchise, joint venture, or
partnership for any purpose whatsoever.
B. Employees
During the term of this Agreement, neither party shall solicit nor
accept for employment any senior management employees of the other party without
first obtaining the express written consent of the other party. TeleCorp shall
have the first right to select which of Entel's project managers shall provide
Services hereunder and over any employee of Entel currently rendering services
for TeleCorp. TeleCorp shall have the right to request, in writing and upon five
(5) days' notice to Entel, that a particular employee of Entel perform no
further work in connection
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with this Agreement. Entel agrees that it will immediately honor any
such request made by TeleCorp.
C. Independent Contractors
Entel shall act as a manager in its capacity as a general contractor.
Without relieving Entel of any of its obligations hereunder, Entel may engage
independent contractors to perform any of the construction Services. Entel shall
be responsible, but subject to TeleCorp's approval, for selecting the non-Entel
persons, contractors, subcontractors, and agents to perform the construction
Services to be performed or managed by Entel hereunder. In the event that Entel
does retain independent contractors to perform Services, Entel shall be
responsible for selecting, contracting, and paying such independent contractors,
and Entel shall not bind TeleCorp or cause TeleCorp to be bound to any such
independent contractor contract (or agreement of any kind whatsoever), without
TeleCorp's written consent at its sole discretion. TeleCorp shall have the right
to approve any such non-Entel persons and to approve the terms and conditions of
any contract therewith entered into by Entel. All such independent contractors
shall provide, to TeleCorp's satisfaction, appropriate licenses and insurance.
D. Contracts With Affiliates
Entel may contract with any affiliate of Entel to provide goods or
services beyond those which its employees would perform, it if deems the same to
be necessary or advisable for construction of the Sites. All such contracts
shall be subject to prior written approval by TeleCorp in its sole discretion.
111. REQUIRED SERVICES
A. Site Acquisition Services and Program Management Services
In the course of building out the System, TeleCorp shall, based on its
System network grid, establish small geographic areas within which a cell site
or transmission tower shall be located, based on the network grid's RF design (a
"Search Ring"). TeleCorp will provide to Entel its System network grid, with the
established Search Rings overlaid thereon. TeleCorp will assign to Entel no less
than [***] Search Rings, via Schedule A attached hereto which shall be amended
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from time to time. At no time will the number of Search Rings assigned to Entel
on Schedule A drop below [***]. Entel shall provide the following services (all
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of which shall be hereinafter referred to collectively as the "Site Acquisition
Services") within the Search Rings for TeleCorp, but Entel shall not be the
exclusive provider thereof. With respect to each Search Ring, Entel shall
perform the following services:
1. Search Ring Background Workup. Entel shall prepare a zoning,
construction, and land use analysis of the geographic area
covered by each Search Ring, which will include, at a minimum:
a. Listing of all state and local jurisdictions;
b. Zoning process descriptions;
c. Zoning maps in both hardcopy and softcopy formats, to the
extent possible;
* Confidential Treatment Requested
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d. Zoning application forms, and estimates of necessary fees;
e. Zoning meeting schedules;
f. Sample construction and land use permit applications, forms,
estimates of necessary fees, identity of permitting authorities
and their various meeting schedules;
g. Contact information (name, address, affiliation, phone, e-mail
and fax) for key zoning, construction, and land use permitting
personnel;
h. Background report on community awareness, issues, and concerns
related to PCS infrastructure deployment;
i. Identified Federal Aviation Administration (FAA) restrictions;
j. Identified environmental restrictions.
2. Site Identification, Acquisition, Zoning and Permitting
a. Entel shall identify at least two possible locations on which a
cell site or transmission tower could be located (a "Site")
within each Search Ring. Each candidate Site shall be submitted
to TeleCorp, which will certify in writing to Entel whether each
such Site meets TeleCorp's requirements for cost, availability,
ability to be zoned, ability to be permitted, ability to be
constructed and suitability to RF engineering. Submission of the
Site shall be made to the person designated by TeleCorp from time
to time. Prior to the closing with AT&T under that certain
Securities Purchase Agreement dated January 23, 1998, among
TeleCorp PCS, Inc., AT&T and certain other parties (the
"Closing"), TeleCorp shall not be obligated to make such
certification within a particular time frame, or at all. After
the Closing, TeleCorp shall make such certification within five
(5) business days of the Site's Submission.
x. Xxxxx shall negotiate the purchase or lease of at least one (1)
certified Site within each Search Ring. Purchase or lease terms
shall, upon completion of their negotiation by Entel, be
submitted to TeleCorp in writing, and TeleCorp shall accept or
reject same, in writing (acceptance may be by execution of
documents presented, if appropriate). Prior to the Closing,
TeleCorp shall not be obligated to accept or reject such terms
within a particular time frame, or at all, but after the Closing,
TeleCorp shall accept or reject such terms within thirty (30)
business days of submission to TeleCorp by Entel.
c. As part of its Site identification efforts in a, above, Entel
shall make available to TeleCorp any Sites which it can offer on
a bulk basis or which have been screened as "friendly" Sites.
Entel shall
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present to TeleCorp a comprehensive database of such Sites, and shall indicate
the availability and lease rate of each site. Friendly Sites are collection
structures such as buildings, towers, water tanks, billboards, signs, rooftops,
etc. that meet TeleCorp's minimum required height and for which leases can be
secured, zoning can be obtained and construction of PCS Equipment may be
installed.
d. At the express written direction of TeleCorp, Entel shall order
title abstracts, coordinate a full title search, and/or obtain
title insurance for approved and accepted Sites.
e. At the express written direction of TeleCorp, Entel shall
coordinate a "Phase 1" or other environmental surveys for
approved and accepted Sites.
x. Xxxxx shall obtain all land use permits and/or zoning variances
required for each approved and accepted site, if any, are
necessary. If no approvals or variances are required, Entel shall
provide proof thereof. In connection with obtaining these
approvals and variances, Entel shall:
i. Submit complete zoning applications with all necessary
exhibits;
ii. At TeleCorp's request, attend necessary meetings,
including zoning hearings, planning meetings, and
community meetings, as a representative of TeleCorp;
iii. At TeleCorp's request, coordinate community outreach
programs, expert witness testimony, and other measures
which may be required to assure the zoning, construction,
and land use of approved and accepted Sites.
iv. Secure all required construction permits on behalf of
TeleCorp.
3. Documentation of Site Acquisition Services.
Entel shall maintain a comprehensive record (both hardcopy and
electronic copy, when possible) indexed by Site, which shall include
the following elements, at a minimum:
a. Site Survey Report for each of the Sites presented to TeleCorp
for approval in Section III.A.2.a. above, consisting of property
name, address, latitude, longitude, photos, site owner or
property manager contact information, and proposed lease rate or
purchase price;
b. For each of the approved and accepted sites, the fully executed
lease agreement or purchase document with all exhibits;
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c. For each of the approved and accepted Sites, the copy of zoning,
construction, and land use applications and zoning variance
requests, if any, with all exhibits;
d. For each of the approved and accepted Sites, the copy of the land
use permits;
e. For each of the approved and accepted Sites, the Landlord
approval of construction plans, and other indicia of compliance
with lease terms;
f. For each of the approved and accepted Sites, copy of the
construction permits.
4. Organizational Interfaces
a. Entel shall work at the explicit direction of TeleCorp at all
times. Entel shall designate one or more points of contact, as it
deems efficient, in order to communicate effectively with
TeleCorp. Entel shall obtain TeleCorp's explicit approval before
obligating TeleCorp financially, contractually, or otherwise.
x. Xxxxx shall coordinate the activities of the Architectural and
Engineering (A&E) firms during the site acquisition phase, to
include the development of site-specific drawings for landlord
approval and for zoning purposes.
x. Xxxxx shall coordinate all site visits during the site
acquisition phase, to include at a minimum: site surveys,
technical team visits, drive tests, construction surveys, A&E
surveys, geotechnical surveys, and environmental surveys.
x. Xxxxx shall work to ensure a smooth transition of site-related
activities from Site Acquisition to Construction Management.
x. Xxxxx shall procure on behalf of TeleCorp required discretionary
' (zoning, construction, and land use) entitlements and other
permits, including building permits required for completion of
Sites from state and local government authorities and from
agencies of the United States Government, other than the Federal
Communications Commission ("FCC").
x. Xxxxx will work with the TeleCorp finance department to set up a
cost tracking and reporting system that meets the General Ledger
and Asset Management needs of TeleCorp. Entel will ensure that
they coordinate their accounting policies and procedures as they
relate to activity under this contract to ensure compliance and
compatibility (including, but not limited to, a seamless
electronic interface of data) with TeleCorp's finance department.
B. Construction Management and Program Management Services
Entel shall perform the following services (all of which shall be
hereinafter referred to collectively as the "Construction Management Services")
for TeleCorp, for each site chosen within each of the Search Rings assigned via
Schedule A, (a "Schedule A Site") and for other sites for which Entel has not
provided Site Acquisition Services. The sites for which Entel shall provide the
Construction Management Services which are not the Sites within the Search Rings
listed on Schedule A shall be assigned to Entel via written addenda issued from
time to time by
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TeleCorp in the form of Schedule B (a "Schedule B Site") to this Agreement. All
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sites for which Entel will perform Construction Management Services, whether
Schedule A sites or Schedule B sites, shall hereinafter be referred to as the
"CMS Sites." The Construction Management Services to be performed by Entel are
as follows:
1. Sites for which Entel provided Site Acquisition Services.
For all approved and accepted sites for which Entel's Site
Acquisition Services have been performed, Entel shall, as
required by TeleCorp, continue its work on such Sites by
acting as the construction manager in the capacity of
general contractor to TeleCorp.
2. Sites for which Entel did not provide Site Acquisition
Services. For all Sites which are not Sites for which Entel
has performed Site Acquisition Services, and provided that
such sites are presented to Entel via Schedule B for
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Construction Management Services with all of the work
completed which Entel would have performed had it been
engaged by TeleCorp to perform Site Acquisition Services,
then Entel shall act as the construction manager in the
capacity of general contractor to TeleCorp for such sites.
TeleCorp covenants that it will make available the records
and files of all previously performed site acquisition work
to Entel as Entel may reasonably request.
3. The Minimum Construction Management Services which Entel
shall perform include:
a. Awarding, via a bid process resulting in not less than
[***] bids per contract, contracts for the performance
of soil tests, geotechnical, plat and topographical
surveys, investigation of flood and water drainage
issues, tower construction, foundations, tenant
improvement, grounds and landscaping, and thereafter
negotiating the terms of all such contracts, all of
which shall be entered into by Entel and the other
contract party directly;
b. Upon completion of the foregoing negotiations,
submitting these contracts to TeleCorp in writing,
which after the Closing shall accept or reject same, in
writing (acceptance may be by execution of documents
presented, if appropriate, within [***] of submission
to TeleCorp by Entel.
c. Ordering and permitting access and delivery for the
installation of commercial electrical power.
d. Permitting access to, arranging for, scheduling
accepting delivery of telephone service as ordered to
be installed by Entel.
* Confidential Treatment Requested
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e. Management and supervision of day-to-day construction
activities, including
i. Site access preparation;
ii. Site preparation;
iii. Site excavation and leveling;
iv. Foundation construction;
v. Electrical connection, power, and grounding;
vi. Tower construction;
vii. Wind-load testing;
viii. Structural reinforcement;
ix. Antenna mounting and coaxial routing and
mounting;
x. Placement of OEM equipment;
xi. Safety and OSHA compliance.
4. Entel Operating Standards.
a. All construction activities shall fully comply with
TeleCorp's standards for quality, as well as with all
local, state, and national codes and laws.
x. Xxxxx shall coordinate the performance of geotechnical,
plat and topographical surveys. Entel shall coordinate
the investigation of flood and drainage issues.
x. Xxxxx shall present and fully implement a comprehensive
safety program. Entel shall demonstrate its corporate
safety record. Entel shall document and report safety
hazards, environmental concerns, and other abnormal
situations immediately.
5. Subcontractor and Supplier Management.
a. Entel shall select all subcontractors and suppliers.
Entel shall develop subcontractor and supplier
selection standards. Entel shall implement a
subcontractor and
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supplier election process that reflects the best interests
of TeleCorp at all times.
x. Xxxxx shall maintain full responsibility to TeleCorp
for quality, cost, delivery, and performance of all
subcontractor and supplier goods and services.
6. Materials Management. Entel shall provide all construction
materials with the exception of PCS equipment. Entel shall
identify all long-lead parts and materials to take
appropriate action to ensure that these items are obtained
without adverse impact to TeleCorp's cost or schedule
objectives. Entel shall select, order, and track all
material purchases.
7. Final Deliverables. As the final deliverable of its
Construction Management Services, Entel shall deliver to
TeleCorp a written Close-out Report for each CMS site within
[***] days of completion, which shall include a thorough and
fully approved close out package of all Sites. Close out
activities shall include, but are not limited to final
inspection, punch list development and resolution, and final
walk-through and inspection with TeleCorp. Entel shall not
have completed close out until it has received notice from
TeleCorp of completed close out following final walk-through
and inspection, which notice shall not be unreasonably
withheld, but in any event shall be within [***] days of
final walkthrough and inspection.
8. Documentation of Construction Management Service. Entel
shall maintain comprehensive records for each site for which
it performs Construction Management Services, indexed by CMS
Site, which shall include the following, at a minimum:
a. land use permit,
b. construction and related permit,
c. current construction status,
d. detailed financial accounting records, including but
not limited to, approved purchase orders price
quotations and selections criteria; and verification of
goods or services received.
9. Organizational Interfaces.
a. Entel shall work at the explicit direction of TeleCorp
at all times. Entel shall designate one or more points
of contact, as it deems efficient, in order to
communicate effectively with TeleCorp. Entel shall
obtain TeleCorp's explicit prior written approval
before obligating TeleCorp financially, contractually,
or otherwise.
* Confidential Treatment Requested
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x. Xxxxx shall coordinate the activities of the
Architectural and Engineering (A&E) firms during the
construction phase, to include ensuring that basic site
drawings provided by TeleCorp are tailored to the
specific requirements of individual Sites.
x. Xxxxx shall coordinate all site visits during the
construction phase, to include at a minimum: site
surveys, technical team visits, drive tests,
construction surveys, architectural and engineering
surveys, geotechnical surveys, and environmental
surveys.
x. Xxxxx will work with the TeleCorp finance department to
set up a cost tracking and reporting system that meets
the General Ledger and Asset Management needs of
TeleCorp. Entel will ensure that they coordinate their
accounting policies and procedures as they relate to
activity under this contract to ensure compliance and
compatibility (including, but not limited to, a
seamless electronic interface of data) with TeleCorp's
finance department.
x. Xxxxx shall coordinate its Construction Management
Services with TeleCorp to insure that each Site
delivered by Entel pursuant to the terms of this
Agreement shall be ready for delivery and installation
of equipment in accordance with TeleCorp's equipment
vendor contracts, and that all conditions to such
equipment vendor's installation of equipment and
performance of services on a Site, attributed to Entel
on the responsibility Matrix set forth on Schedule E
hereto, shall have been fulfilled. No Site shall be
deemed completed unless it has been delivered to
TeleCorp in accordance with the terms of this Section
B.9.e.
C. Program Management Services
In connection with, and as a tracking and indexing mechanism for its
provision of Site Acquisition and Construction Management Services pursuant to
this Agreement, Entel shall develop, implement and maintain a deployment plan
(the "Deployment Plan") which tracks all activities and costs associated with
the performance of Site Acquisition Services and Construction Management
Services for each Site. The Deployment Plan is:
1. Entel shall develop and implement a quality assurance program,
which ensures that all activities are performed to the highest
quality standards.
2. Entel shall develop and implement a comprehensive cost accounting
system compatible with TeleCorp's financial systems
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that includes, at a minimum: procedures for conducting financial
transactions; financial tracking and management; and
comprehensive financial reporting.
3. Entel shall develop and implement comprehensive reporting
mechanisms so that detailed site progress is tracked on a daily
basis, and complete reports are provided when required by
TeleCorp, not less frequently than [***].
4. Entel shall develop and implement a comprehensive filing system
that ensures that all relevant site information is organized and
available. Entel shall seek to use electronic means whenever
possible. Entel shall ensure the physical security of the filing
system.
5. Entel shall manage and coordinate interaction among site
acquisition, construction, management, and the A&E firm. Entel
shall ensure that both formal and informal communications among
these disciplines are effective and in the best interests of
TeleCorp.
6. Entel shall manage and coordinate interactions between the
infrastructure development staff (site acquisition and
construction management) and other disciplines involved in the
system deployment (e.g., RF engineering, network engineering,
marketing). Entel shall ensure that both formal and informal
communications among these disciplines are effective and in the
best of interests of TeleCorp.
D. Microwave Relocation Services
Entel, utilizing the Comsearch IQ Clear spectrum sharing tool,
procured and provided by Entel, will supply to TeleCorp labor, services,
resources, and consultation necessary to perform microwave relocation and
spectrum clearing services ("Microwave Services"). The Microwave Services
include Spectrum Sharing Engineering Study and Analysis and Initial Market
Assessment, Drive test Frequency Selection, and Prior Coordination Notices. The
Microwave Services also include Negotiations and Program Management for the
relocation of interfering paths.
1. Spectrum Sharing Engineering Study and Analysis and Initial
Market Assessment
Entel will perform spectrum sharing studies, as required, for
selected frequency(ies), in each assigned BTA and frequency,
based on either a generic RF design or the design information
provided by TeleCorp. Entel will utilize the results of the
analysis in performing the following steps as required to
complete assessment of interfering paths/incumbents identified in
the spectrum sharing study including status and initial budgetary
analysis for each path.
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2. Service Description
a. Spectrum Sharing Analysis
Entel will perform spectrum sharing studies, as required,
for each assigned BTA and frequency. The reiterative studies
will be based on RF design information provided by TeleCorp,
and will identify all microwave paths that could affect or
be affected by TeleCorp's proposed PCS systems, based on FCC
guidelines on interference avoidance.
b. Review and Catalog Path Data
Review information from the spectrum sharing 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.
c. Path Prioritization
Entel will develop technical parameters for the interfering
co and adjacent channel paths to establish negotiation and
relocation strategies and path priorities.
d. 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.
e. 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.
f. 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
TeleCorp's requirements.
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g. 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.
h. Route Mapping
Develop route maps on a per incumbent and per market basis
delineating co-channel and adjacent channel active paths.
i. Drive Test Frequency Selection
Entel will complete the spectrum analysis and provide
TeleCorp with the require drive test frequencies for the
assigned BTS locations (if a non-interfering frequency is
available).
j. 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.
k. Deliverables
Entel will provide TeleCorp with periodic reports containing
the following information:
i. Copies of FCC licenses for each identified path;
ii. Comparable cost documentation for each active path or
for each co-channel paths which have been negotiated
and/or relocated;
iii. Detailed budgetary cost analysis on a per BTA and.
frequency basis;
iv. Route maps;
v. Frequency relocation contract templates;
vi. Upon clearing of each region or market, Entel shall
provide;
vii. Drive Test Frequencies as required; and
viii. Copies of Filed PCNs.
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3. Negotiations and Program Management
a. Introductory Mailing.
Entel will identify the proper technical and negotiation
contact for each incumbent and send and introductory mailing
packet containing general information on microwave
relocation and specific information about TeleCorp and its
proposed course of action.
b. Negotiation Parameters.
Entel will work with TeleCorp to develop negotiation
parameters acceptable to TeleCorp. These parameters should
be established prior to the commencement of negotiations so
that settlements may be negotiated expeditiously.
c. Development of Negotiation Strategies.
Entel will work with TeleCorp 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 TeleCorp markets, TeleCorp's priorities and its
willingness to provide various relocation alternatives.
d. Initiate Negotiations.
Entel will negotiate with incumbent to reach an agreement
that conforms to TeleCorp's relocation schedule and cost
parameters.
e. 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 TeleCorp, 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 TeleCorp's
relocation priorities.
f. 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 TeleCorp's deployment schedule.
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g. Contract Templates.
TeleCorp's inside counsel shall review and modify, as
required, the contract templates that Entel provides to
TeleCorp. The parties agree that these pre-approved contract
templates are essential for enabling Entel to conclude
negotiations in an efficient and expedient manner.
h. Finalize Relocation Terms.
Entel will provide the proposed business terms to TeleCorp
for approval.
i. Finalize Relocation Agreement.
Once TeleCorp has approved the business terms, Entel, shall
work with TeleCorp's counsel to facilitate the negotiation
and execution of the final relocation agreement between
TeleCorp and the incumbent.
j. 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.
k. 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.
l. 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 TeleCorp as to which proposal to
accept.
m. Tower Stress and Foundation Analysis.
Entel will order any required tower and foundation analyses.
Entel will coordinate and program manage the entire process.
n. Tower Options Analysis.
Entel will review results of the tower and/or foundation
analyses and based on the recommendation made by the
Supplier, determine most cost-effective option such as
structural strengthening, replacement, or alternate courses
of action.
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o. Leased Facilities.
In the event that an incumbent transfers its operations to
leased facilities and requests TeleCorp's assistance in the
transfer, Entel will coordinate the transfer of the
facilities to alternate leased by the scheduled
decommissioning date.
p. 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.
q. 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.
r. 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.
s. Tower Modification Oversight.
Entel will monitor third party Suppliers' performance to
encourage timely completion of their obligations.
t. Documentation Review.
Entel will review "as-build 'documentation prepared by third
party Suppliers, verify completion of third party supplier
contractual requirements, and recommend to TeleCorp to
proceed with final payment based on acceptance criteria.
u. Incumbent Acceptance.
Entel will obtain final incumbent acceptance of equipment
and facility installation. Entel will work toward
incumbent's satisfaction that the contractual obligations by
TeleCorp and its subcontractors (if applicable) have been
met.
v. Final Cost Documentation.
Entel will provide TeleCorp with a final accounting of the
costs incurred to perform the turnkey relocation project.
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w. Monitoring of Incumbent's Performance Obligations.
For paths that resulted in a cash transaction between
Incumbent and TeleCorp, Entel will monitor incumbent to
encourage compliance with contractual obligations and report
such status to TeleCorp.
x. Decommissioning Notification.
Entel will notify TeleCorp of completion of the relocation
and provide TeleCorp with copies of FCC Form 415S and/or FCC
licenses indicating that the 2 GHz frequencies have been
removed and decommissioned.
4. Documentation for Microwave Services
a. Entel will provide TeleCorp the following deliverables on a
per incumbent basis:
i. Signed offer letter;
ii. Executed contract between incumbent and TeleCorp;
iii. Periodic reports containing the status on incumbent
compliance with the frequency relocation agreement
including status on path decommissioning.
b. Where applicable, Entel shall provide to TeleCorp the
following information:
i. Test reports;
ii. Procurement documentation;
iii. Project management reports;
iv. Equipment test certification;
v. Photos, drawings and other information obtained from
site visits;
vi. Cut-over documentation; and
vii. Equipment removal certification.
x. Xxxxx shall provide TeleCorp with copies of FCC Form 415s
for decommissioned paths.
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E. Engineering Services
Entel shall perform certain engineering services relating to the
development of the System, including fixed network design ("Engineering
Services"), when specifically requested to do so, in writing, by TeleCorp,
pursuant to Schedule D.
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IV. PAYMENT
A. Payments to Contractors
Entel shall be responsible for making all payments due to contractors
and subcontractors selected by, or contracted with, Entel to perform services
and to provide materials at the Sites in connection with Services rendered
hereunder. TeleCorp may advise Entel in writing that TeleCorp will pay them
directly. Entel shall present copies of all such invoices relating to
construction of the Sites which Entel has paid to TeleCorp, and TeleCorp shall
then provide Entel reimbursement of such disbursements plus [***]% of such
disbursements within thirty (30) days of Entel's submission of said invoices to
TeleCorp.
Entel shall furnish evidence satisfactory to TeleCorp that all labor
furnished and material consumed by Entel during the invoice period has been paid
in full and that the Services are not subject to liens or claims on account
thereof. TeleCorp may withhold payment of the invoice until Entel furnishes such
evidence.
TeleCorp retains the right to directly dispute any material default
under any agreement between Entel and any materials or service provider to the
extent such agreement authorizes Entel to so dispute, provided that TeleCorp
shall provide written notice to Entel of TeleCorp's election to dispute. Upon
notice of TeleCorp's election to dispute, Entel shall cease all payments to the
disputed services or materials provider until such time as TeleCorp authorizes
Entel to resume payment schedule. Nothing in this Section IV.A., shall relieve
TeleCorp of its obligations to make reimbursement payments to Entel under this
Section IV, provided that TeleCorp may suspend such reimbursement payments for
all invoices paid by Entel following a stop payment/dispute notice from
TeleCorp. If TeleCorp disputes the amount of expenses of fees claimed by Entel,
then as between Entel and TeleCorp, such dispute shall be resolved in accordance
with Section X.
Entel shall pay all taxes, duties, and assessments of every nature due
in connection with the Site Development Services, and shall invoice TeleCorp for
said taxes on a reimbursable basis. Entel hereby indemnifies and holds harmless
TeleCorp and its subsidiaries, affiliates, stockholders, directors, officers and
agents from any and all liability on account of any and all such taxes, duties,
assessments, and deductions.
B. Compensation for Services
I . Site Acquisition and Program Management Services Fees
a. Per Site Fees for Site Acquisition
In consideration for performance of the Site Acquisition,
TeleCorp shall pay Entel, [***] per site, in the manner set forth
below:
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----------------------------------------------------------------------------
Milestone Amount Due
----------------------------------------------------------------------------
[***] $ [***]
----------------------------------------------------------------------------
[***] $ [***]
----------------------------------------------------------------------------
[***] $ [***]
----------------------------------------------------------------------------
[***] $ [***]
----------------------------------------------------------------------------
b. Per Site fees for Program Management Services. In consideration
for performance of the Program Management Services, TeleCorp
shall pay Entel, [***]per site, [***]upon [***], and [***] upon
[***].
c. Reimbursement for Per Site Advances
i. Non-Reimbursable Costs.
Entel's compensation for the Site Acquisition Services shall
be inclusive of customary out-of-pocket expenses incurred by
Entel in the performance of its obligations hereunder ("Per
Site Fee"), including, without limitation;
[***].
Any extraordinary or other expenses that Entel should
reasonably anticipate incurring, which are not customarily
incurred in the ordinary course of business, must be pre-
approved by TeleCorp in order for Entel to receive
reimbursement for such expenditures.
ii. Reimbursable Costs.
In the event that Entel contracts directly with third
parties, trade contractors and subcontractors in connection
with its provision of Services., the following expenses (in
addition to other expenses which the parties may agree to
from time to time) shall be considered pass through costs
and be reimbursed to Entel to the
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extent not paid directly by TeleCorp in accordance with
IV(a) above, provided, however, that TeleCorp shall be
obligated to reimburse expenses incurred by Entel only with
respect to which Entel had received express written
direction from TeleCorp.:
[***].
* Confidental Treatment Requested
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d. Withdrawal.
In the event TeleCorp elects to withdraw a Site assigned to
Entel, TeleCorp shall give Entel notice of such withdrawal, and
shall pay Entel [***]% of the milestone installment that would be
due if the work currently in progress was completed and [***]% of
all other amounts due hereunder for work completed on the Site as
of the date of TeleCorp's withdrawal notice and substitute the
withdrawn Site with an alternative site within [***] days
("Alternative Site"). If TeleCorp does not issue an Alternative
Site within [***] days of withdrawing a Site from the Minimum
Number of [***] Search Rings, then Entel shall be entitled to
receive [***] of the entire Per Site Fee for site Acquisition
Services for the site withdrawn.
e. Search Rings Design.
In the event that TeleCorp redesigns a search ring beyond 1.5
miles of an urban or suburban Site or 4 miles of a rural Site,
rendering unnecessary such Site that it had previously approved
and for which Entel has begun but not yet completed all Site
Acquisition Services, then TeleCorp shall pay Entel [***]% for
all site acquisition services completed at the time that the
notice of redesign is received by Entel. For all site acquisition
services rendered for the redesigned search ring TeleCorp shall
pay Entel an additional [***]% of the milestone installments due
for all milestone installments to be performed and [***] of all
milestone installments to be
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performed for the first time.
f. Additional Services.
In the event TeleCorp desires Entel to perform isolated tasks
associated with a Site which is not assigned to Entel on Schedule
-----------
A or B, TeleCorp shall pay Entel [***].[***].
-
g. Statements.
Entel shall provide TeleCorp with statements showing in
reasonable detail the calculation of the Per Site Fees earned
during the last calendar month not more than thirty (30) calendar
days following the end of each calendar month. The Per Site Fee
shall be paid by TeleCorp to Entel within thirty (30) days
following such submission of invoices by Entel unless disputed by
TeleCorp as provided below.
2. Construction Management and Program Management Services Fees.
a. Per CMS Site Fees
In consideration for performance of the Construction
Management Services ("CMS"), TeleCorp shall pay Entel
$[***] per Site in the manner set forth below.
----------------------------------------------------------------------------
Milestones Amount Due
----------------------------------------------------------------------------
[***] $[***]
----------------------------------------------------------------------------
[***] $[***]
----------------------------------------------------------------------------
[***] $[***]
----------------------------------------------------------------------------
The aggregate amount of the milestone payments to Entel for the
Construction Management Services delivered to TeleCorp shall be [***] per CMS
Site.
b. Withdrawal
In the event TeleCorp elects to withdraw a CMS Site,
TeleCorp shall give Entel notice of such withdrawal, and
shall pay Entel [***]% of the milestone installment that
would be due if the work currently in progress was completed
and [***]% of all other work completed on the withdrawn CMS
Site as of the date of TeleCorp's withdrawal notice and
substitute the withdrawn CMS Site with an alternative site
within [***] days ("Alternative CMS Site"). If
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TeleCorp does not issue an Alternative CMS Site within sixty days
of withdrawing a CMS Site, then Entel shall be entitled to
receive [***]% of the entire Construction Management Fee, for the
CMS Site withdrawn.
3. Microwave Relocation Services Fees
a. Regional Compensation.
TeleCorp shall pay Entel a fixed price of [***] (the "Total Fee")
for Microwave Services for the TeleCorp Regions, on a per region
basis, as set forth in the following table:
-------------------------------------------------------------------------------------------------------------------------
Services [***] [***] [***] Total
--------------------------------------------------------------------------------------------------------------------------
Spectrum Sharing,
Drive Test Frequency,
and Prior $[***] $[***] $[***] $[***]
Coordination Notice
Fees
--------------------------------------------------------------------------------------------------------------------------
Negotiations and $[***] $[***] $[***] $[***]
Relocation Program
Management Fee
--------------------------------------------------------------------------------------------------------------------------
Total Fee per Region
and Total Fee for All $[***] $[***] $[***] $[***]
TeleCorp Regions
--------------------------------------------------------------------------------------------------------------------------
b. Payment Schedule
i. TeleCorp shall pay Entel [***] equal payments (each a
"Monthly Payment") as follows:
a. [***] per month for the [***];
b. [***] per month for the [***]; and
C. [***] per month for the [***].
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ii. [***].
iii. [***]. Invoices shall be due and payable by TeleCorp within
[***] days of the date of receipt by TeleCorp. TeleCorp
shall review the invoices and notify Entel in writing
within [***] days of receipt of the invoice of any
objection or question TeleCorp 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.
iv. [***]. Entel shall notify TeleCorp upon completion of all
applicable steps set forth in the Scope of Work for all
interfering paths located in the applicable region.
TeleCorp, within [***] of receipt of such notification,
shall either approve final payment or specifically identify
remaining steps for completion by Entel. Entel shall
complete any remaining steps identified by TeleCorp and
notify TeleCorp of such completion. Upon receipt of final
approval by TeleCorp, Entel shall submit an invoice to
TeleCorp for [***] of the applicable region.
v. TeleCorp may withhold Monthly Payments if Entel fails to
provide either timely or quality Services, and such failure
has not been cured within [***] of Entel's receipt of
written notice of such deficiency. Such withheld payments,
shall be due immediately upon Entel's cure of the
deficiency to TeleCorp's satisfaction.
c. Reimbursement
i. Non-Reimbursable Costs
The total fee for Microwave Services set forth herein is
inclusive of the following expenses:
[***]
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ii. Reimbursable Costs
Entel's service fees for Microwave Services in connection
with the TeleCorp Regions include those set forth in Section
IV.13.3. hereof. TeleCorp and Entel specifically agree,
however, that TeleCorp will be additionally liable for the
cost of the following items in connection with relocation
(collectively "Pass Through Expenses"), provided, however,
that TeleCorp shall be obligated to reimburse expenses
incurred by Entel only with respect to which Entel had
received express written direction from TeleCorp:
[***].
C. Timing of Payment
All invoices shall be sent to TeleCorp's mailing address and marked:
Attn: Accounts Payable. Entel shall invoice TeleCorp in accordance with the
payment schedule set forth herein. Such invoice, after receipt in form
satisfactory to TeleCorp, and subject to verification by TeleCorp, shall be paid
within thirty (30) days of receipt by TeleCorp. Invoices must be sent in
accordance with the invoicing instructions provided in this Agreement. All
invoices must indicate the FEIN # 00-0000000 and the correct code per line item
as invoices. These codes will be provided to Entel by TeleCorp.
D. Payment Disputes
If TeleCorp disputes the amount of expenses or fees claimed by Entel,
TeleCorp shall notify Entel in writing, in the manner set forth in Section
V.C.1.a, prior to making such payment, and shall pay when due all amounts not in
dispute. If the disputed matter cannot be resolved informally between the
parties, either TeleCorp or Entel may request arbitration pursuant to Section X
of the Agreement.
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E. Liabilities
Entel shall remain solely responsible 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.
F. Applicability of Section
Payment shall be due Entel from TeleCorp under the provisions of this
Section with respect to all Services performed by Entel for TeleCorp.
G. Interest
All fees and reimbursable expenses due under this Agreement which
shall remain unpaid for a period of greater than [***] shall bear interest at
the greater of the rate of [***]% per month or the maximum permitted by law
unless such amount is under dispute pursuant to Paragraph IV. D above.
V. TERM AND TERMINATION
A. Term
The Agreement shall have an initial term of [***] commencing on the
Effective Date. The Agreement shall renew automatically for consecutive
additional [***] unless it is sooner terminated pursuant to the remainder of
this Section V.
B. Termination Without Cause
Termination Without Cause.
TeleCorp may terminate this Agreement or the provision of any Service
by Entel hereunder upon [***] prior written notice for any reason or no reason,
provided, however, that upon finalization of the Performance Schedule, defined
below, such [***] period shall be changed to [***]. For purposes of this Section
B, Performance Schedule shall mean a detailed schedule of mutually agreeable
performance standards customary in the industry to be agreed upon by the parties
within [***] after the Closing (the "Performance Schedule").
Upon any termination hereunder, Entel shall be entitled to any amounts
owed hereunder whether such amounts were incurred prior to or after the Closing;
provided that such amounts have TeleCorp's prior approval.
C. Termination for Cause
1. Termination for Cause.
Either party shall have the right to terminate the provision of
any Service to be provided pursuant to this Agreement, for cause,
if the other party has
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materially failed to perform its obligations with respect to that
Service, and (i) written notice of such failure has been provided
to the breaching party in a form reasonably calculated to allow
the breaching party to (a) acknowledge the failure and cure same
or (b) dispute the failure, and (ii) the breaching party has
failed to dispute or to cure the failure within [***] of
receiving such notice.
2. Termination Notice.
If either party intends to terminate any Service it shall do so,
subject to this Agreement, by sending a written notice by
facsimile and confirmed by reputable overnight carrier able to
provide proof of delivery, specifying which Service it intends to
terminate and for what cause. A notice of termination duly sent
shall be effective upon sending by overnight courier.
3. Upon any termination of this Agreement, Entel shall use its best
efforts to assign any subcontracts relating to the Services to
TeleCorp.
VI. INSURANCE
A. Entel's Required Insurance
Entel shall maintain in effect, without interruption, on an annual
basis, during the term of this Agreement, the following insurance
policies:
1. Commercial General Liability (Bodily Injury and Property Damage).
Insurance coverage with endorsement evidencing coverage for
contractual liability. The limits of this insurance shall not be less
than:
a. Each Occurrence Limit $1,000,000
b. General Aggregate Limit $2,000,000
2. Comprehensive Automobile Liability insurance covering the ownership,
operation and maintenance of allowed, non-owed, and hired motor
vehicles, in limits not less than $1,000,000 for bodily injury and
property damage per occurrence.
3. Worker's Compensation Insurance with statutory limits and Employer's
Liability Insurance with limits of not less than $1,000,00 for each
accident.
4. Professional Liability (errors and omissions) insurance of not less
than $1,000,000 for each occurrence) with endorsement evidencing
coverage for contractual liability.
5. All foregoing insurance shall provide for an effective date no later
than the Effective Date of this Agreement. Entel agrees to maintain
such coverage in effect without interruption on an annual basis for so
long as this
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Agreement is in effect. TeleCorp shall be included as an additional
insured on Entel's Commercial General Liability insurance. Entel
agrees to obtain such insurance from nationally recognized carriers at
commercially reasonably rates. Entel's obligations under this
Agreement, including its indemnification obligations under Section XI
A., will not be affected by Entel's obtaining or failure to obtain any
insurance coverage required under Us Section VI.
6. Entel shall provide TeleCorp with Certificates of Insurance from its
insurance agent or broker or insurance company evidencing the above
coverage and limits.
7. All insurance policies required to be maintained hereunder shall be
issued by companies that hold a current rating of not less than a
B+V111, according to Best Key Rating Guide, unless this requirement is
expressly waived in writing by the other party.
VII. REPRESENTATIONS, WARRANTIES AND COVENANTS
A. Mutual Representations, Warranties and Covenants
Each party represents and warrants to the other party, which
representations and warranties shall continue for the term of the Agreement
and the consummation of the transactions herein contemplated, that:
1. it has full power and authority to execute and perform under
the Agreement;
2. the execution, delivery and performance of the Agreement have
been duly authorized by all necessary action on the part of such
party and the Agreement is binding and enforceable against such
party in accordance with its terms;
The parties covenant and agree to use their best efforts to cooperate with
each other in the performance of their respective obligations under the
Agreement, and to take no action that will interfere with the performance by the
other party of such obligations.
X. Xxxxx'x Representations, Warranties, and Covenants
1. Entel is a corporation duly organized, validly existing, and in good
standing under the laws of the State of Delaware and that, as of the
Effective Date, it is qualified to do business in and is in good
standing under the laws of the following states: Virginia, Louisiana,
Texas, Missouri, Illinois, Arkansas, Indiana, Kentucky, Tennessee,
Maine, Massachusetts, and New Hampshire.
2. Entel warrants it shall perform the Services in accordance with the
current standards of care and diligence normally practiced by
recognized firms in performing services of a similar nature. [***].
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[***].
3. Entel shall comply with all local, municipal, state, federal, and
governmental laws, orders, codes, and regulations applicable to
Entel's provision of Services. Entel has all necessary licenses to
perform the Services and shall provide copies of same to TeleCorp.
4. The rates and fees charged for each Service hereunder by Entel are,
and during the term of this Agreement will be, no less favorable than
the terms offered by Entel to any other existing or future customer of
Entel for services comparable in nature and scope to those provided by
Entel hereunder and taking into account appropriate adjustments for
volume discounts. Entel shall conduct an annual internal audit of its
agreements to confirm compliance with this covenant and the Chief
Financial Officer of Entel shall certify such compliance in writing to
TeleCorp on each anniversary of this Agreement. TeleCorp shall be
entitled to secure a third-party audit of Entel in the event that
TeleCorp reasonably believes that Entel has failed to comply with this
provision. If at any time during the term of this Agreement, Entel
provides more favorable rates, or fees to another customer, such terms
hereunder shall be automatically retroactively amended to conform to
such other rates or fees and Entel shall promptly refund any excess
payment.
C. Telecorp's Representations, Warranties and Covenants
1. TeleCorp represents and warrants that all information which it shall
provide to Entel in connection with Entel's performance of Service
hereunder shall be true and complete in all material respects.
2. TeleCorp covenants that, in a timely fashion, it shall provide all
information which Entel reasonably requests, not otherwise freely
available to Entel, deemed necessary or desirable by Entel in the
course of its provision of the Services, including, but not limited
to, information to be supplied in connection with the zoning,
permitting or construction process.
3. TeleCorp is a corporation duly organized, validly existing and in good
standing under the laws of the State of Delaware.
VIII. CONFIDENTIAL INFORMATION
A. Use of Confidential Information
In order to permit the parties to perform their respective obligations
under this Agreement, each party may, from time to time, disclose to the other
confidential or
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proprietary information ("Confidential Information"). Each party shall use all
Confidential Information solely for the purpose of performing its obligations
under this Agreement. Neither party shall disclose to any other person, other
than employees or agents of the party who agree, in writing, to be bound by an
equivalent undertaking, any Confidential Information. Entel agrees not to
disclose any of TeleCorp's Confidential Information or any information
pertaining to the Sites to a competitor of TeleCorp.
B. Exceptions
The aforementioned restrictions shall apply to all Confidential Information
with the exception of the following:
1. Confidential Information which is made public -by either party or
which otherwise is or hereafter becomes part of the public domain
through no wrongful act, fault, or negligence on the part of the other
party;
2. Confidential Information which a party can reasonably demonstrate is
already in such party's possession and not subject to an existing
agreement of confidentiality;
3. Confidential Information which is received from a third party without
restriction and without breach of an agreement with TeleCorp or Entel;
4. Confidential Information which is independently developed by a party
as evidenced by its records; or
5. Confidential Information which either party is required to disclose
pursuant to a valid order of a court or other governmental body or any
political subdivision thereof; provided that, to the extent that it
may lawfully do so, the disclosing party shall provide the affected
party with immediate written notice of the nature of the required
disclosure and shall, where appropriate, provide that party with the
opportunity to interpose an objection or obtain a protective order
restricting the use and disclosure of the Confidential Information.
IX. OWNERSHIP OF WORK PRODUCT AND INTELLECTUAL PROPERTY
A. Ownership of Work Product
Entel shall promptly disclose to TeleCorp all written work product
generated in the course of performing Site Development Services and all facts
respecting such work product (the "Work Product"). Entel hereby assigns to
TeleCorp all of Entel's right title and interest in Work Product, including
without limitation all engineering or architectural drawings and specifications
developed by Entel in connection with the Site Development Services and all
intellectual property rights embodied therein. In addition, all inventions,
discoveries, and other intellectual properties, whether or not patentable, that
are conceived or reduced to practice by Entel in connection with the Site
Development Services, are the sole property of TeleCorp, and Entel hereby fully
and forever assigns same to TeleCorp.
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Whenever requested, Entel shall execute a confirmatory assignment of
particular items of Work Product and such other intellectual property rights,
and it shall perform all acts reasonably necessary or appropriate to enable
TeleCorp to obtain and enforce legal protections relating thereto in all
countries. TeleCorp shall reimburse Entel's reasonable out-of-pocket expenses in
connection therewith. The Work Product shall be the confidential and proprietary
information of TeleCorp and shall be included within the definition of
Confidential Information set forth in Section VIII above.
In addition, all materials that Entel develops and delivers to
TeleCorp pursuant to this Agreement shall become the sole and exclusive property
of TeleCorp without limitation. Entel agrees to execute all documents and to
take all steps that XxxxXxxx xxxxx necessary or desirable to protect TeleCorp's
ownership and property rights of these materials.
No Implied Rights or Licenses. Except as provided elsewhere in this
-----------------------------
Agreement, no rights or licenses to the Work Product or TeleCorp's Confidential
Information or to trademarks, inventions, copyrights, or patents embodied
therein are implied or granted under this Agreement.
B. Owner's Right to Complete Work
If Entel defaults or neglects to carry out any of its obligations, or
takes any action, or omits to do anything which endangers safety or proper
construction, or risks damage or injury to persons or property and fail within a
[***] period after receipt of reasonable detailed written notice from TeleCorp
not to commence and continue correction of such default or neglect with
diligence and promptness, TeleCorp may correct all such work, omissions, or
deficiencies, and TeleCorp shall be entitled to recover costs and expenses,
including attorneys' fees, pertaining thereto from Entel.
X. DISPUTE RESOLUTION
A. Arbitration Procedure
If the parties in this Agreement are unable to resolve any dispute
arising out of or relating to this Agreement, either party may refer such
dispute for resolution by final and binding arbitration. The party submitting a
dispute to arbitration shall give notice thereof to each other party to such
dispute and to the President of the American Arbitration Association, who shall
select an arbitrator (the "Arbitrator") who (i) has expertise and at least five
years' experience in matters directly involved with the type of services to be
performed under this Agreement in the Arlington, Virginia area, (ii) certifies
to all parties that he/she is independent of the parties to the dispute and will
be able to render an impartial decision, and (iii) agrees to proceed in
accordance with the applicable provisions of this Section X.
The Arbitrator shall hold one or more hearings to begin within fifteen
(15) days of his/her selection, shall furnish a written decision within forty-
five (45) days of his/her selection, and shall provide an opinion demonstrating
the basis for such decision. The
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Arbitrator may also attempt to mediate the dispute between parties if
requested to do so by both of the parties.
The parties hereto agree to exchange promptly any and all relevant
documentation as the Arbitrator may order. All arbitration proceedings hereunder
shall be conducted in private, and each party hereby agrees to maintain the
confidentiality of the enforcement of the award. All arbitration hearings or
mediation sessions are to be held in the Washington, DC metropolitan area unless
otherwise agreed by the parties, and arbitration hearings need not be conducted
in accordance with formal rules of evidence.
The Arbitrator may determine the procedure for hearings which may, but
need not, include (a) direct testimony of witnesses; (b) cross-examination of
witnesses; (c) submission of sworn statement or affidavits; (d) consideration of
relevant documents; and (e) consideration of other matters which the Arbitrator
considers to be helpful in making his/her decision.
B. Cost of Arbitration
The Arbitrator's fees and other expenses associated with arbitration
shall be borne equally by the parties, unless the Arbitrator finds that the
position of one party is frivolous or unreasonable, in which case, the
Arbitrator may require the offending party to pay all fees and expenses (or some
disproportionate amount) associated with the arbitration.
C. Continued Performance
At all times during the course of arbitration proceedings, the parties
shall continue in good faith to perform their respective obligations under this
Agreement, to the extent such obligations are not in dispute. If a disputed
issue is impeding continued performance by either party, the Arbitrator may
adopt an expedited schedule upon request of either party. Notwithstanding the
foregoing, should Entel not be paid in timely fashion for any Service not
disputed and not subject to arbitration proceedings, Entel may suspend its
performance of such Service.
D. Award Enforcement
The arbitrator may award monetary damages and/or make a binding order,
and the parties hereby agree that an award of the Arbitrator hereunder may be
enforced by either party in the United state District Court for the Eastern
District of Virginia (Alexandria Division).
XI MISCELLANEOUS
A. Indemnification
1. TeleCorp shall indemnify and hold harmless Entel, its affiliates,
directors., officers, shareholders, agents, and employees thereof
from and against any fine, penalty, loss, cost, damage, injury,
31
claim, expense (including reasonable professional fees and costs
and all reasonable fees and costs associated with enforcing this
indemnification), or liability incurred by Entel as the result of
any act, error, omission, non-performance by negligence, or
wrongful act of TeleCorp arising directly out of the performance
of this Agreement, including any election by TeleCorp to pursue
certain rights under this Agreement.
2. Entel shall indemnify and hold harmless the party and its
affiliates, and the directors, officers, shareholders, agents,
and employees thereof (collectively "Indemnities") from and
against any fine, penalty, loss, cost, damage, injury, claim,
expense (including reasonable professional fees and costs and all
reasonable fees and costs associated with enforcing this
indemnification), or liability arising out of or in connection
with the performance of the Services, or any breach of this
Agreement (individually and collectively "Liabilities")
including, but not limited to, liabilities as a result of:
a. injury to or death of any person;
b. damage to, loss, or destruction of any property;
c. infringement of a patent, copyright, trademark, service xxxx,
trade name, trade dress, trade secret, or other intellectual
property right proprietary right of a third party;
d. the presence of any hazardous materials or substances, oils,
asbestos, environmental pollution, or other substances
regulated by any environmental law placed at any TeleCorp
facility by Entel, its affiliates, or subcontractors, or
which were released into any TeleCorp facility through the
negligence or willful misconduct of Entel, its affiliates, or
subcontractors; or
e. any liability arising from Entel's failure to pay Entel's
vendors or suppliers all sums properly due such parties.
2. Upon request of TeleCorp, Entel shall, at its expense, defend any claim,
proceeding, appellate proceeding, or suit for Liabilities, whether or not
litigation is actually commenced or the allegations are groundless or
contain language that creates the potential for Liabilities against
Indemnities. Entel shall also (i) keep TeleCorp and any other Indemnities
subject to liabilities fully informed of the progress of such defendants of
any settlement discussions, and (ii) afford TeleCorp or any Indemnities,
each at its own expense, an opportunity to participate on an equal basis
with Entel in the defense or settlement of any such Liabilities. No
settlement shall be agreed to without the prior written consent of
TeleCorp, which shall not be unreasonably withheld or delayed.
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B. Assignment
Assignment to Third Parties. TeleCorp may freely assign its rights and
obligations hereunder. Except for a transfer to Wireless Facilities, Inc., or
its affiliate, or 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 TeleCorp, such consent not to be unreasonably
withheld. Any purported assignment in violation of this Section shall be void.
C. Third Party Guarantees and Warranties
If any of the Site Acquisition of Construction Management Services
requires the purchase of equipment or materials or the procurement of services,
Entel shall, for the protection of TeleCorp, demand from all vendors and
subcontractors commercially reasonable guarantees and Warranties with respect to
such equipment, materials, and services, which shall be made available to
TeleCorp to the full extent of the terms thereof. Entel's liability with respect
to such equipment and materials obtained from vendors or services from
subcontractors shall be limited to procuring guarantees from such vendors or
subcontractors and rendering all reasonable assistance to TeleCorp as part of
the Site Development Services for the purpose of enforcing the same. Entel shall
not purchase equipment or materials or procure services without advance written
approval from TeleCorp of such purchases or procurements.
D. Permits
Entel shall (without additional compensation) keep current all
governmental permits (other than Building Permits), certificates, and licenses
(including professional licenses) required by law to be in Entel's name
necessary to perform the Services.
E. Publicity
Entel shall not make news releases or issue other advertising
pertaining to the Services or this Agreement without prior written approval of
TeleCorp.
F. Notices
All notices or other communications hereunder shall be in writing and
shall be deemed to have been duly delivered and effective upon receipt if
personally delivered, or on mailing if mailed by prepaid overnight express
service, addressed to the following (or other addresses as the parties hereto
may designate):
If to TeleCorp, to:
TeleCorp Holding Corporation, Inc. If to Entel, to:
TeleCorp Holding Corporation, Inc. Entel Technologies, Inc.
0000 Xxxxx Xxxxx Xxxx 0000 Xxxxx Xxxxx Xxxx
Xxxxx 000 Xxxxx 000
Xxxxxxxxx, Xxxxxxxx 00000 Xxxxxxxxx, Xxxxxxxx 00000
Attn: [***] Attn: [***]
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G. Binding Effect
The Agreement shall be binding upon and enforceable by, and inure to
the benefit of, successors, assigns, and transferees of the parties.
H. Further Assurances
The parties shall execute and deliver such further instruments and
perform such further acts as may reasonably be required to carry out the intent
and purposes of this Agreement.
I. Choice of Law
The Agreement shall be governed by and construed in accordance with
the laws of the Commonwealth of Virginia, excluding the conflict of law
provisions thereof.
J. Waiver
The failure of either party to insist upon strict performance of any
obligation hereunder ' irrespective of the length of time for which such failure
continue, shall not be a waiver of such party's right to demand strict
compliance in the future. No consent or waiver, express or implied, to or of any
breach or default in the performance of any obligation hereunder shall
constitute a consent or waiver to or of any other breach or default in the
performance of the same or any other obligation hereunder.
K. Severability
In case any term of this Agreement shall be held invalid, illegal, or
unenforceable in whole or in part, neither the validity of the remaining part of
such term nor the validity of the remaining terms of this Agreement shall in any
way be affected thereby.
L. Headings
All section and paragraph titles or captions contained in this
Agreement are for convenience only and shall not be deemed part of the text of
this Agreement.
M. Pronouns
All pronouns and any variations thereof shall be deemed to refer to
the masculine, feminine, neuter, singular, or plural as the context may require.
N. Counterparts
This Agreement may be signed in any number of counterparts, each of
which shall be considered an original and all of which taken together shall
constitute one and the same instrument.
34
0. Modification; Amendment; Additional Services
This Agreement may be amended only by a written instrument executed by
an officer or authorized representative of each of the parties. In the event
that the parties, at any time, desire Entel to provide services other than the
types of those 'provided for in this Agreement, then, at such time, the parties
shall execute an amendment to Sections III and IV of this Agreement, describing
such services and the payment to be made therefor in a manner substantially
similar to the manner in which Services and payment for Services are presently
described therein. In the vent that the parties, so amend this Agreement, the
agreement, as amended, shall continue in full force and effect thereafter.'
P. Construction of Agreement
This Agreement shall be interpreted according to its plain meeting and
shall not be strictly construed against either party.
Q. Force Majeure
If the performance of any part of this Agreement, except for payment
obligations, by either party is delayed, rendered impossible by reason of
natural disaster, acts of god, actions or decrees of governmental bodies, power
or equipment failures, strike or labor unrest, or any other causes beyond the
control of the party whose performance is affected (hereinafter referred to as
"Force Majeure Event"), the party who has been so affected shall immediately
give written notice to the other party of the nature of any such conditions and
the extend of delay and shall do everything possible to resume performance
hereunder whenever such Force Majeure Event is removed or ceases. Upon receipt
of such notice, performance of this Agreement, except for payment obligations,
to the extent prevented by Force Majeure Event shall immediately be suspended.
R. Entire Agreement
This Agreement constitutes the entire agreement of the parties with
respect to the subject matters addressed, and shall supersede any and all prior
negotiations, undertakings, and agreements with respect hereto.
[This space intentionally left blank]
35
IN WITNESS WHEREOF, this Agreement has been duly executed as of the
Effective Date.
TELECORP HOLDING ENTEL TECHNOLOGIES, INC.
CORP., INC.
By: /S/ Xxxxxx Xxxxx By: /S/ Xxxx X. Xxxxx
Its: C.E.O Its: President
36
New Orleans 11/21/97 BRG148 Ramah
New Orleans 10/20/97 BRG149 United Co. #2
Schedule A
Assignment of
Search Rings
Market Date Search Ring Site Name
Issued Number
New Orleans 11/21/97 BRG150 Xxxxx Xxxxxx
New Orleans 11/21/97 BRG151 Entergy
New Orleans 11/21/97 BRG153 S.Rosedale
New Orleans 11/21/97 XXX000 Xxxxxxx Express
New Orleans 11/21/97 BRG155 Sonic
New Orleans 12/1/97 BRG157 Xxxxxx Auto Sales
New Orleans 11/21/97 BRG158 Fruit of the Spirit
Ministries
New Orleans 12/1/97 BRG181 Super K Mart
New Orleans 12/1/97 XXX000 Xxxxx Xxxxxx Xxxx
Xxx Xxxxxxx 12/1/97 BRG206 Mall of Louisiana
New Orleans 10/20/97 HMA051 Texaco Bridge Line Tower
New Orleans 10/20/97 HMA052 Houma WT
New Orleans 10/20/97 HMA053 Crown Point
New Orleans 10/20/97 HMA120 Point la Hache
New Orleans 10/20/97 HMA121 Belle Xxxxxx/Bay
New Orleans 10/20/97 HMA122 Irnton
New Orleans 10/20/97 HMA127 Bouirgh
New Orleans 10/20/97 HMA128 Amer.Tower
New Orleans 11/21/97 HMA186 W. St. Xxxxxxx Baptist
Church
New Orleans 11/21/97 LAF082 Xxxxxxxxx Xxxxxx & Towers
New Orleans 11/21/97 LAF083 Texaco, Inc.
New Orleans 11/21/97 LAF085 Bradmoor Park
New Orleans 11/21/97 LAF086 Landmark Building & Tower
New Orleans 11/21/97 LAF087 Bank One
New Orleans 11/21/97 LAF088 Cadillac & Buick
New Orleans 11/21/97 LAF089 Centennial Wireless
New Orleans 11/21/97 LAF090 Univ. Medical Center
New Orleans 11/21/97 LAF091 Lafayette Govt., W.T.
New Orleans 11/21/97 LAF163 Butcher Switch
New Orleans 11/21/97 XXX000 Xxxx 000
Xxx Xxxxxxx 11/21/97 XXX000 Xxxx 000
Xxx Xxxxxxx 11/21/97 LAF169 Exit 115 Tri Towers
New Orleans 11/21/97 LAF172 Advanced Products &
Systems
New Orleans 11/21/97 LAF173 Honda of Lafayette
New Orleans 11/21/97 LAF174 Dullas
New Orleans 10/20/97 NOR001 ICRR
New Orleans 10/20/97 NOR002 Xxxxxxxxx Xxxxx
New Orleans 10/20/97 NOR003 Airport Hilton
New Orleans 10/20/97 NOR004 Kenner Regional
New Orleans 10/20/97 NOR005 Shrewsbury & Clairborne
New Orleans 10/20/97 NOR006 Ochsner Found. Hospital
New Orleans 10/20/97 NOR007 Napoleon Medical Building
New Orleans 11/24/97 NOR008 Loyola University
New Orleans 12/1/97 NOR009 Fountainbleu Storage
New Orleans 12/1/978 NOR010 Pallas Suite Hotel
New Orleans 10/20/97 NOR011 Fairgrounds - Belfort
47
Schedule B
Addenda for Sites Outside Assigned Search Rings
Schedule C
Major Trading Areas
MTA Number MTA Name
---------- --------
[***] [***]
Basic Trading Areas
BTA Number BTA NAME
[***] [***]
*Confidential Treatment Requested
Schedule D
Request for Engineering Services
--------------------------------
Schedule E
Responsibility Matrix
---------------------
Exhibit F
In addition to those duties and services Entel required under the Agreement,
Entel shall be responsible for performance and the following:
RF ENGINEERING SUPPORT
----------------------
1. Identify, qualify and secure real estate for radio base station sites.
2. Perform field site visits in conjunction with RF Engineers to specify
antenna mounting locations and antenna downtilts.
3. Review base station construction drawings.
4. Spectrum clearing.
BASE STATION SITE CONSTRUCTION
------------------------------
1. Management of Architectural/Engineering design for site.
2. Use layout drawings to prepare Xxxx of Material. Xxxxxxx Xxxx of Material
to Owner.
3. Ensure that ground provided to minicell meets National Electrical Code
Article 250.
4. Preparation of tender documents for site construction bids.
5. Application for building permits
6. Evaluation of construction bids.
7. Negotiations with bidders.
8. Placing orders to contractors.
9. Furnish estimated "site ready for installation" date to vendor.
10. Surveyor verification of initial antenna orientations.
11. Check of site ready for installation.
12. Develop punch list of outstanding civil issues.
13. Supervision of site construction.
REVISED AND RESTATED FIRST AMENDMENT
TO THE
MASTER SERVICES AGREEMENT
BETWEEN
TELECORP COMMUNICATIONS, INC.
AND
ENTEL TECHNOLOGIES, INC.
THIS REVISED AND RESTATED FIRST AMENDMENT to the Master Services Agreement
dated February 27, 1998, (the "Original Agreement") between TeleCorp
Communications, Inc. ("TeleCorp") and Entel Technologies, Inc., the legal
predecessor of Wireless Facilities, Inc. and its subsidiary, Wireless
Facilities, Inc./Entel ("WFI") is entered into and made effective as of the 21
day of May, 1999 (the "Effective Date").
WHEREAS, TeleCorp Holding Corp., Inc. and WFI (collectively referred to
hereinafter as the Parties) entered into the Original Agreement pursuant to
which WFI would provide TeleCorp Holding Corp., Inc., with various types of
services related to TeleCorp's planned PCS system; and
WHEREAS, pursuant to Section XI.B of the Original Agreement, TeleCorp
Holding Corp., Inc. assigned the Original Agreement to TeleCorp Communications,
Inc. as of July 17, 1998; and
WHEREAS, TeleCorp wishes to extend its engagement of WFI to perform certain
Fixed Network Engineering Consulting Services for TeleCorp's development of its
PCS system in its several markets; and
WHEREAS, TeleCorp wishes to engage WFI to perform Fixed Network Engineering
Services crucial to the development of TeleCorp's planned PCS system in the
[***] Major Trading Area (the "[***] MTA"); and
WHEREAS, the Parties wish to amend the Original Agreement to include the
scope of work and pricing for Fixed Network Engineering Services in the [***]
MTA; and
WHEREAS, the Parties wish to amend the Original Agreement with respect to
its termination, withdrawal and compensation provisions; and
WHEREAS, TeleCorp wishes to engage WFI to perform certain Site Development
Services in the [***] MTA; and
WHEREAS, the Parties wish to amend the Original Agreement to include the
scope of work and pricing for Site Development Services in the [***] MTA; and
WHEREAS, the Parties wish to amend the Original Agreement to indicate WFI's
right of first refusal to perform any Services for TeleCorp's System in its
present Service Areas or service areas in which TeleCorp builds a System in the
future.
Page 1 of 11
* Confidential Treatment Requested
NOW THEREFORE, the Parties agree as follows:
1. Schedule C to the Original Agreement is hereby deleted and replaced
----------
with the Schedule C attached hereto.
----------
2. TeleCorp hereby extends the engagement of WFI, through its employee
Xxxxxxx Xxxxxx, to perform certain Network Engineering tasks as outlined in Work
Order 1 for Engineering Services, dated January 29, 1998 and incorporated into
the Original Agreement. Work Order 1 is hereby replaced with a new Schedule G,
----------
which is attached hereto and made a part of the Original Agreement.
3. As contemplated by the Parties in Section III E. of the Original
Agreement, TeleCorp hereby engages WFI to perform Fixed Network Engineering
Services in the [***] MTA, pursuant to Schedule D, which is attached to
----------
this First Amendment and hereby attached to and made a part of the Original
Agreement.
4. (i) Section IV. B. 1. b. of the Original Agreement is amended in its
entirety to state as follows:
b. Per Site fees for Program Management Services. In consideration for
performance of the Program Management Services, TeleCorp shall pay Entel [***]
per Site, [***].
(ii) Section IV. B. 1. d. of the Original Agreement is amended in its
entirety to state as follows:
d. Withdrawal.
In the event TeleCorp elects to withdraw a Site assigned to Entel,
TeleCorp shall give Entel notice of such withdrawal, and shall pay
Entel [***]% of the milestone installment that would be due if the
work currently in progress was completed and [***]% of all other
amounts due hereunder for work completed on the Site as of the date
of TeleCorp's withdrawal notice.
(iii) Section IV. B. 2. b. of the Original Agreement is amended in its
entirety to state as follows:
b. Withdrawal.
In the event TeleCorp elects to withdraw a CMS Site, TeleCorp shall
give Entel notice of such withdrawal, and shall pay Entel [***]% of
the milestone installment that would be due if the work currently
in progress was completed and [***]% of all other work completed on
the withdrawn CMS Site as of the date of TeleCorp's withdrawal
notice.
(iv) Section V.B. of the Original Agreement is amended in its entirely
as follows:
* Confidential Treatment Requested
Page 2 of 11
b. Termination Without Cause
TeleCorp may terminate this Agreement or the provision of any
Service by Entel hereunder upon [***] days prior written
notice for any reason or no reason.
5. TeleCorp hereby engages WFI to perform Site Development Services in the
[***] MTA, pursuant to the terms of the Original Agreement as supplemented
by those terms that are set forth in Schedule H attached hereto. Schedule H is
---------- ----------
hereby attached to and made a part of the Original Agreement.
6. The Original Agreement is hereby amended to insert the following
paragraph as Section VII. C. 4:
During the term of this Agreement, but subject to early termination
in accordance with the terms of this Agreement, TeleCorp shall not
purchase the services provided by WFI hereunder (the "Services") on
a market to market basis, for any sites other than those Phase 2
sites identified on Schedule I attached, without first complying
----------
with the following terms and procedures: In the event that TeleCorp
wishes to purchase Services, TeleCorp shall provide a written
notice (the "TeleCorp Initiating Notice") to WFI stating the
general nature of the Services to be purchased and the geographic
area or location in or at which such activities shall take place.
WFI shall have [***] after receipt of the TeleCorp Initiating
Notice to provide a written notice (the "WFI Responsive Notice") to
TeleCorp as to whether or not WFI wishes to enter into exclusive
negotiations with TeleCorp to provide such Services in the
geographic area or location set forth in the TeleCorp Initiating
Notice. If WFI provides the WFI Responsive Notice within such [***]
time frame, the Parties shall promptly enter into exclusive
negotiations to attempt to enter into an agreement for TeleCorp's
procurement of such Services in such geographic area or location,
such negotiations to extend for no more than [***] after the WFI
Responsive Notice. In the event that either WFI sends no WFI
Responsive Notice within the above time frame or the Parties are
unable to reach agreement during the period of exclusive
negotiations, then TeleCorp shall be free to procure such Services
from a third party in the geographic area or location listed in the
TeleCorp Initiating Notice without any restrictions or limitations
under this Agreement whatsoever. Nothing in this Section shall be
deemed to obligate either Party to enter into an agreement for
purchase of the Services during the exclusive negotiation period,
which either Party may or may not elect to do in its sole
discretion.
[***]
7. The Parties' notice addresses set forth in Section XI F. of the
Original Agreement are hereby replaced as follows:
Page 3 of 11
* Confidential Treatment Requested
If to TeleCorp, to: If to WFI, to:
TeleCorp Communications, Inc. Wireless Facilities, Inc.
0000 Xxxxx Xxxxx Xxxx 0000 Xxxxxxxx Xxxx
Xxxxx 000 Xxxxx 000
Xxxxxxxxx, XX 00000 Xxx Xxxxx, XX 00000
Attn: [***] Attn: [***]
8. This Revised and Restated First Amendment amplifies and modifies where
specifically provided herein, but does not replace the Original Agreement. All
capitalized terms not defined in this Revised and Restated First Amendment shall
have the meanings assigned to them in the Original Agreement. Except as
otherwise specifically provided in this Revised and Restated First Amendment,
all of the terms and conditions of the Original Agreement shall remain unchanged
and in full force and effect. This Revised and Restated First Amendment
supersedes and replaces in its entirety the First Amendment executed by the
Parties and dated May 7, 1999, which First Amendment shall be void and of no
effect.
IN WITNESS WHEREOF, the Parties have executed this First Amendment
effective as of the date first written above.
TELECORP COMMUNICATIONS, INC. WIRELESS FACILITIES, INC.
By: /s/ Xxxxxx X. Xxxxxxxx By: /s/ Xxxxxx Xxxxxx
----------------------- ------------------------
Name: Xxxxxx X. Xxxxxxxx Name: Xxxxxx Xxxxxx
------------------- ----------------------
Title: President Title: President
---------------------- ------------------------
Page 4 of 11
* Confidential Treatment Requested
SCHEDULE C
----------
TO THE
MASTER SERVICES AGREEMENT
BETWEEN
TELECORP COMMUNICATIONS, INC.
AND
ENTEL TECHNOLOGIES, INC.
Major Trading Areas
-------------------
MTA NUMBER MTA Name
---------- --------
[***] [***]
Basic Trading Areas
-------------------
BTA Number BTA Name
---------- --------
[***] [***]
* Confidential Treatment Requested
Page 5 of 11
SCHEDULE D
----------
TO THE
MASTER SERVICES AGREEMENT
BETWEEN
TELECORP COMMUNICATIONS, INC.
AND
ENTEL TECHNOLOGIES, INC.
Scope of Work
-------------
WFI will perform a complete turnkey design, engineering, equipment selection and
procurement, and project management of installation and testing of a wireless
microwave backhaul network in Puerto Rico in support of TeleCorp's PCS network
deployment in this market. Specifically, WFI will perform the following tasks:
Transmission Engineering
------------------------
. Conduct preliminary wireless backhaul system design
. Perform path profile using 3-second data and topographic maps
. Conduct field path surveys
. Conduct site surveys
. Optimize preliminary wireless backhaul system design
. Conduct frequency coordination and prepare and submit FCC license
applications
Equipment Procurement
---------------------
. Provide material procurement and management
. Prepare equipment list specifications
. Prepare equipment proposal for microwave radios and antenna systems
. Evaluate vendor's proposal and select vendors
. Prepare material list
. Procure all equipment and manage inventory
Installation, Testing and Commissioning
---------------------------------------
. Conduct construction feasibility assessments
. Coordinate and prepare third-party service agreements
. Select qualified subcontractor
. Provide zoning and Building permit support
Page 6 of 11
. Conduct pre-construction meeting
SCHEDULE D
----------
. Provide on-site construction management for installation, testing, and
commissioning of the microwave backhaul system
. Provide site documentation and records management
. Conduct site inspections
. Provide system as-built drawings
. Prepare and submit site completion package
. Coordinate microwave radio training
Project Management
------------------
. Create project implementation strategies
. Establish project goals including project costs and schedules
. Schedule, track, and report project progress
. Obtain local vendor pricing for equipment and installation services
. Monitor budget and costs
Project Schedule
----------------
WFI will work with Lucent and TeleCorp to develop the installation schedule and
will provide such schedule to TeleCorp on a periodic basis (weekly) and/or as
requested.
Project Staffing
----------------
The project team will be located at TeleCorp's office facilities in San Xxxx,
Puerto Rico for the duration of the project. The project manager will be
responsible for project tracking, reporting, cost control, and overall
implementation of the network. The project manager will also be the designated
point of contact with TeleCorp project manager. Engineering staff will be
responsible for transmission engineering, equipment procurement and frequency
planning/ coordination, licensing, and equipment installation and testing
procedures. Construction supervisors will be responsible to oversee material
management, equipment inventory, installation, alignment and testing of the
network.
[***] Fees
----------
WFI's service fees for the tasks detailed in the scope of work will be [***] per
path. This fee includes [***]. The fee also includes [***]. The fixed fee does
not include [***].
* Confidential Treatment Requested
Page 7 of 11
SCHEDULE D
----------
Payment Schedule
----------------
TeleCorp shall pay to WFI the following fee for each path to be paid in [***]
payments, as follows:
[***].
WFI may invoice TeleCorp monthly for any outstanding third party invoices
received by WFI after path completion. All payments are due within thirty (30)
days of receipt by TeleCorp.
* Confidential Treatment Requested
Page 8 of 11
SCHEDULE G
----------
TO THE
MASTER SERVICES AGREEMENT
BETWEEN
TELECORP COMMUNICATIONS, INC.
AND
ENTEL TECHNOLOGIES, INC.
Fixed Network Engineering Consulting Services
---------------------------------------------
Scope of Work
--------------
WFI shall provide Fixed Network Engineering Consulting Services as directed by
TeleCorp, which services shall be in the nature of Carrier Relations Services,
Coordination of Dual Entrance Facilities, Interconnection Design Support,
Circuit Order and Tracking Process Support and General Market Support.
Pricing
-------
TeleCorp shall pay WFI [***] per day for Fixed Network Engineering Consulting
Services (the "Service Fee"). [***] In addition to the Service Fee, TeleCorp
shall reimburse WFI for [***]. Such expenses shall be passed through to TeleCorp
with a [***]% administrative fee.
Payment Schedule
----------------
WFI shall invoice TeleCorp monthly for Fixed Network Engineering Consulting
Services performed the previous month. All payments are due within thirty (30)
days of receipt of WFI's invoice.
Duration
--------
WFI shall perform Fixed Network Engineering Consulting Services as directed by
TeleCorp for a period of [***] from the Effective Date of the First Amendment to
the Master Services Agreement.
* Confidential Treatment Requested
Page 9 of 11
SCHEDULE H
----------
TO THE
MASTER SERVICES AGREEMENT
BETWEEN
TELECORP COMMUNICATIONS, INC.
AND
ENTEL TECHNOLOGIES, INC.
Site Development Services for the [***] MTA
-------------------------------------------
Scope of Work
-------------
WFI shall perform Site Development Services for TeleCorp in the [***] MTA,
for Search Rings issued to WFI by TeleCorp. Site Development Services include
all of the site acquisition, construction management and program management
services listed in the Master Services Agreement in Sections III A., B. and C.
Pricing and Payment Schedule
----------------------------
TeleCorp shall pay WFI a fixed fee per site of $[***], except as provided below.
WFI shall invoice TeleCorp monthly for each portion of the per site fee as
indicated below, upon completion of each of the following milestones:
----------------------------------------------------------------
Milestone Milestone Fee
per Site
----------------------------------------------------------------
[***] $ [***]
----------------------------------------------------------------
[***] $ [***] *
----------------------------------------------------------------
[***] $ [***]
----------------------------------------------------------------
[***] $ [***]
----------------------------------------------------------------
[***] $ [***]
----------------------------------------------------------------
Total $ [***]
----------------------------------------------------------------
* [***].
[***]
* Confidential Treatment Requested
Page 10 of 11
Duration
--------
WFI shall commence performing Site Development Services for TeleCorp in the
[***] MTA on or about February 1, 1999, and shall continue until all sites
have been accepted by TeleCorp and at the conclusion of customary wind-up
activities.
Page 11 of 11
* Confidential Treatment Requested
